<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from . . . . . . . . . . . . . . . . . . . . . . . .
Commission file number: 000-23257
BYL BANCORP
CALIFORNIA NO. 33-0755794
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
1875 North Tustin Avenue, Orange, California 92865
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 685-1317
Not Applicable
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(c) of the Securities Exchange Act of 1934 during
the preceding 12 months (of shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
On May 13, 1999, there were 2,533,835 shares of BYL Bancorp Common Stock
outstanding.
1
<PAGE>
BYL BANCORP AND SUBSIDIARY
MARCH 31, 1999
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
PAGE
----
<S> <C>
Item 1 - Financial Statements
Consolidated Condensed Balance Sheet at March 31, 1999 and
December 31, 1998............................................................... 3
Consolidated Condensed Statement of Income for the three
months ended March 31, 1999 and 1998............................................ 4
Consolidated Condensed Statement of Changes in Shareholders' Equity from
January 1, 1997 through March 31, 1999......................................... 5
Consolidated Condensed Statement of Cash Flows for the three months ended
March 31, 1999 and 1998........................................................ 6
Notes to Consolidated Financial Statements.......................................... 7
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................. 7 - 11
<CAPTION>
PART II - OTHER INFORMATION
<S> <C>
Item 1 - Legal Proceedings..................................................................... 12
Item 2 - Changes in Securities................................................................. 12
Item 3 - Defaults upon Senior Securities....................................................... 12
Item 4 - Submission of Matters to a Vote of Security Holders................................... 12
Item 5 - Other Information..................................................................... 12
Item 6 - Exhibits and Reports on Form 8-K...................................................... 12
</TABLE>
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
BYL BANCORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------------ ------------------
<S> <C> <C>
Cash and Due From Bank $ 22,648 $ 14,214
Federal Funds Sold 54,100 18,700
------------------ ------------------
TOTAL CASH AND CASH EQUIVALENTS 76,748 32,914
Interest-Bearing Deposits 630 -
Investment Securities 22,137 17,244
Loans Held For Sale 59,680 74,598
Loans 156,832 166,454
Allowance for Loan Losses (2,444) (2,300)
------------------ ------------------
NET LOANS 154,388 164,154
Premises and Equipment 6,455 6,082
Other Real Estate Owned 792 971
Goodwill 1,415 1,445
Interest-Only Strips Receivable and Servicing Assets 9,372 9,025
Accrued Interest and Other Assets 7,003 11,580
------------------ ------------------
$ 338,620 $ 318,013
------------------ ------------------
------------------ ------------------
Noninterest-Bearing Deposits $ 71,979 $ 69,863
Interest-Bearing Deposits 238,031 217,343
------------------ ------------------
TOTAL DEPOSITS 310,010 287,206
Borrowed Funds - -
Accrued Interest and Other Liabilities 1,447 3,925
------------------ ------------------
TOTAL LIABILITIES 311,457 291,131
Common Shares 12,772 12,760
Retained Earnings 13,871 13,602
Accumulated Other Comprehensive Income 520 520
------------------ ------------------
TOTAL SHAREHOLDERS' EQUITY 27,163 26,882
------------------ ------------------
$ 338,620 $ 318,013
------------------ ------------------
------------------ ------------------
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
----------------------------------
1999 1998*
------------- -------------
<S> <C> <C>
Interest Income $ 6,492 $ 5,255
Interest Expense 2,798 1,814
------------- -------------
Net Interest Income 3,694 3,441
Provision for Loan Losses 180 270
------------- -------------
Net Interest Income after
Provision for Loan Losses 3,514 3,171
Noninterest Income 5,968 4,975
Noninterest Expense 8,683 6,877
------------- -------------
Income before Taxes 799 1,269
Income Taxes 340 508
------------- -------------
Net Income $ 459 $ 761
------------- -------------
------------- -------------
Per Share Data:
Net Income - Basic $ .18 $ 0.30
------------- -------------
------------- -------------
Net Income - Diluted $ .18 $ 0.29
------------- -------------
------------- -------------
</TABLE>
* Restated on a historical basis to reflect the May 29, 1998 acquisition of
DNB Financial on a pooling-of-interests basis.
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Accumulated
Common Shares Other
------------------------ Comprehensive Retained Comprehensive
Number Amount Income Earnings Income Total
---------- ------------ ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997 2,399,919 $ 11,945 $ 7,602 $ (113) $ 19,434
Comprehensive Income:
Net Income $ 2,855 2,855 2,855
Other Comprehensive Income-
Unrealized Gain on
Available-for-Sale
Securities, Net 86 86 86
-----------
Total Comprehensive Income $ 2,941
-----------
-----------
Dividends on Common (502) (502)
Options Exercised 104,075 683 683
Common Stock Retired (823) (6) (6)
---------- ------------ ---------- ----------- ----------
Balance at December 31, 1997 2,503,171 12,622 9,955 (27) 22,550
Comprehensive Income:
Net Income $ 4,116 4,116 4,116
Other Comprehensive Income-
Unrealized Gain on
Available-for-Sale
Securities, Net 183 183 183
Unrealized Gain on Interest-Only
Strips, Net 364 364 364
-----------
Total Comprehensive Income $ 4,663
-----------
-----------
Exercise of Stock Option 28,131 138 138
Dividends on Common (467) (467)
Fractional Shares from Merger
with DANB (2) (2)
---------- ------------ ---------- ----------- ----------
Balance at December 31, 1998 2,531,302 12,760 13,602 520 26,882
Comprehensve Income:
Net Income $ 459 459 459
Other Comprehensive Income-
Unrealized Gain on
Available-for-Sale
Securities, Net -
-----------
Total Comprehensive Income $ 459
-----------
-----------
Exercise of Stock Option 2,533 12 12
Dividends on Common (190) (190)
---------- ------------ ---------- ----------- ----------
Balance at March 31, 1999 2,533,835 $ 12,772 $ 13,871 $ 520 $ 27,163
---------- ------------ ---------- ----------- ----------
---------- ------------ ---------- ----------- ----------
</TABLE>
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP AND SUBSIDIARY
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------------------
1999 1998*
-------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 459 $ 761
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 431 308
Provision for Loan Losses 180 270
Net Change in Loans Held for Sale 14,918 1,949
Other Items - Net 1,733 (4,954)
-------------- ---------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 17,721 (1,666)
INVESTING ACTIVITIES
Change in Interest-Bearing Deposits (630) (1,642)
Purchases of Investment Securities (10,000) (2,222)
Maturities of Investment Securities 5,117 -
Net Change in Loans 9,665 (13,612)
Purchase of Premises and Equipment (780) (217)
Other Items - Net 115 131
-------------- ---------------
NET CASH PROVIDED (USED) BY
BY INVESTING ACTIVITIES 3,487 (17,562)
FINANCING ACTIVITIES
Decrease in Borrowed Funds - (465)
Net Change in Deposits 22,804 21,164
Proceeds from Exercise of Options 12 32
Dividends (190) (136)
-------------- ---------------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 22,626 20,595
-------------- ---------------
INCREASE IN CASH AND CASH EQUIVALENTS 43,834 1,367
Cash and Cash Equivalents at Beginning of Period 32,914 11,894
-------------- ---------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 76,748 $ 13,261
-------------- ---------------
-------------- ---------------
</TABLE>
* Restated on a historical basis to reflect the May 29, 1998 acquisition of
DNB Financial on a pooling-of-interests basis.
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial information has been prepared in accordance with the
Securities and Exchange Commission rules and regulations for quarterly reporting
and therefore does not necessarily include all information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles. This information should be read
in conjunction with the Company's Annual Report for the year ended December 31,
1998.
Operating results for interim periods are not necessarily indicative of
operating results for an entire fiscal year. In the opinion of management, the
unaudited financial information for the three month periods ended March 31, 1999
and 1998, reflect all adjustments, consisting only of normal recurring accruals
and provisions, necessary for a fair presentation thereof.
NOTE 2 - EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted SFAS No. 128, "Earnings per
Share." Accordingly, basic earnings per share are computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding during each period. The computation of diluted earnings per share
also considers the number of shares issuable upon the assumed exercise of
outstanding common stock options. All earnings per common share amounts
presented have been restated in accordance with the provisions of this
statement.
NOTE 3 - SEGMENTS
The Company has two primary reportable segments: its wholesale lending
operations and its retail banking operations. The wholesale lending segment
originates loans for resale to institutional investors. The Company's SBA loan
Division and its Mortgage Loan Division are included in this segment. The retail
banking segment accepts deposits, originates loans and provides other banking
services to the communities in which its eight branch offices are located.
The company evaluates performance based on profit or loss from operations before
allocation of the provision for loan losses, administrative costs, amortization
of goodwill and income taxes. The retail segment charges the wholesale segments
for use of excess funds based on the estimated cost of outside financing.
7
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - SEGMENTS - CONTINUED
The following tables summarize segment operations for the three months ended
March 31, 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
----------------------------------------------------------
Wholesale Segments
------------------------ Retail Total
Mortgage SBA Segment Company
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Condensed Income Statement
--------------------------
Net Interest Income $ 737 $ 718 $ 2,239 $ 3,694
Noninterest Income 3,696 1,732 540 5,968
Operating Expense (3,934) (1,413) (2,396) (7,743)
---------- ---------- ---------- ----------
OPERATIONAL PROFIT 499 1,037 383 1,919
Provision for Loan Losses (180)
Administrative Costs (910)
Goodwill Amortization (30)
Income Taxes (340)
----------
NET INCOME $ 459
----------
----------
Loans Originated for Sale during 1999 $ 125,000 $ 33,000
Loans Sold during 1999 $ 137,000 $ 28,000
<CAPTION>
Three Months Ended March 31, 1999
----------------------------------------------------------
Wholesale Segments
------------------------ Retail Total
Mortgage SBA Segment Company
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Condensed Income Statement
--------------------------
Net Interest Income $ 434 $ 586 $ 2,421 $ 3,441
Noninterest Income 3,026 1,433 516 4,975
Operating Expense (2,368) (1,091) (2,504) (5,963)
---------- ---------- ---------- ----------
OPERATIONAL PROFIT 1,092 928 433 2,453
Provision for Loan Losses (270)
Administrative Costs (884)
Goodwill Amortization (30)
Income Taxes (508)
----------
NET INCOME $ 761
----------
----------
Loans Originated for Sale during 1998 $ 56,000 $ 18,000
Loans Sold during 1998 $ 55,000 $ 17,000
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BYL Bancorp (the "Company") has one wholly owned subsidiary, BYL Bank Group,
formerly the Bank of Yorba Linda (the "Bank"). The Bank's operations are the
only significant operations of the Company. The accompanying financial
information should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended December 31, 1998.
Statements contained in this Report on Form 10Q that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including statements regarding the Company's expectations, intentions, beliefs
or strategies regarding the future. All forward-looking statements included in
this document are based on information available to the Company on the date
thereof, and the Company assumes no obligation to update any such
forward-looking statements. It is important to note that the Company's actual
results could differ materially from those in such forward-looking statements.
Factors that could cause actual results to differ materially from those in such
forward-looking statements are included in the discussions below.
ACQUISITIONS
On May 29, 1998, the Company completed the acquisition with DNB Financial
("DNBF"), parent company of De Anza National Bank on a pooling-of-interests
basis , and, accordingly, the Company's historical consolidated results have
been restated. Under the terms of the Agreement and Plan of Reorganization, each
share of DNBF Common Stock was exchanged for 4.12 shares of the Company's Common
Stock. A total of 956,641 shares of the Company's Common Stock was issued to
DNBF shareholders. Also, on May 29, 1998, De Anza National Bank, DNBF's only
subsidiary, merged with and into BYL Bank Group.
On June 13, 1996, the Bank acquired 100% of the outstanding common stock of Bank
of Westminster (BOW) for $6,174,000 in cash. BOW had total assets of
approximately $54,923,000. The acquisition was accounted for using the purchase
method of accounting in accordance with Accounting Principles Board Opinion No.
16. "Business Combinations". Under this method of accounting, the purchase price
was allocated to the assets acquired and deposits and liabilities assumed based
on their fair values as of the acquisition date. The financial statements
include the operations of BOW from the date of the acquisition. Goodwill arising
from the transaction totaled approximately $1,717,000 and is being amortized
over fifteen years on a straight-line basis.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
OVERVIEW
For the three months ended March 31, 1999, the Company reported net income of
$459,000, or $0.18 per share compared to a net income of $761,000, or $0.30 per
share for the same three month period in 1998. The annualized return on average
assets was .54% for 1999 compared to 1.23% in 1998. Annualized return on
shareholders equity was 6.79% in 1999 compared to 13.22% in 1998.
FINANCIAL CONDITION
Total assets as of March 31, 1999, increased 6.5% to $338.6 million in
comparison to total assets of $318.0 million as of December 31, 1998. The
majority of this asset growth was centered in federal funds sold which increased
by $35 million. This growth was funded by a $22.8 million increase in deposits.
ASSET QUALITY
The Company's asset quality has declined slightly in 1999 as evidenced by a
increase in the ratio of nonperforming loans to total loans which increased to
1.29% at March 31, 1999 from 1.23% at December 31, 1998. The Company added
$180,000 to the ALLL for the three months ended March 31, 1999 as compared to
$270,000 for the same period in 1998. The ALLL at March 31, 1999 was 1.56% of
total loans and 87.98% of non-performing loans compared to 1.38% and 113.3%,
respectively, at December 31, 1998.
LIQUIDITY
The Bank's liquidity is impacted significantly by the origination and sale of
its wholesale loan products. The loan to deposit ratio at March 31, 1999 was
69.8%. Had the Bank actually sold all of the loans it held for sale, this ratio
would have declined to 50.6%.
CAPITAL RESOURCES
The Company and its bank subsidiary are subject to risk-based capital
regulations adopted by the federal banking regulators. These guidelines are used
to evaluate capital adequacy and are based upon an institution's risk profile
and off-balance sheet exposures, such as unused loan commitments and letters of
credit. At March 31, 1999, the Bank's Tier 1 leverage capital ratio was 7.17%
compared to 8.25% at December 31, 1998. Management is not aware of any trends,
events, uncertainties or recommendations by regulatory authorities that will
have or that are likely to have material effects on the liquidity, capital
resources or operations of the Company.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
YEAR 2000 ISSUES
OVERVIEW
The Year 2000 issue is the result of computer programs being written using two
digits rather that four to define the applicable year. As a result,
date-sensitive software and/or hardware may recognize a date using "00" as the
year 1900 rather than the year 2000.
This could result in a system failure or other disruption of operations and
impede normal business activities. In June 1996, the Federal Financial
Institutions Examination Council ("FFIEC") alerted the banking industry of the
serious challenges that would be encountered with Year 2000 issues. The FDIC has
also implemented a plan to require compliance with Year 2000 issues and
regularly examines out progress.
STATE OF READINESS
In accordance with FDIC guidelines, the Company developed a comprehensive plan
which management believes will result in timely and adequate modifications of
Company's systems and technology to address Year 2000 issues, which contemplates
all system conversions and testing to be substantially completed by December 31,
1999. Management has completed a top-down assessment of all mission-critical and
other systems for Year 2000 compliance and are currently in the third and fourth
of the five phases for compliance, "renovation and validation", as defined by
the FFIEC. Management has also tested non-information technology systems, such
as microprocessors controlling environmental and alarm systems, and found them
to be Year 2000 compliant.
To determine the readiness of the Company's clients, management sent a
questionnaire to, and received responses from, significant borrowers and
depositors to determine the extent of risk created by any failure by them to
remediate their own Year 2000 issues. Each borrower and depositor is categorized
according to their state of readiness based on their response to the
questionnaire and a review of the client. The Company has also taken steps to
ensure liquidity for depositors with high Year 2000 risks. Re-assessment of each
client's risk will be made on a regular basis.
To determine the readiness of the Company's vendors, letters were sent to each
vendor inquiring about their compliance with Year 2000. For those vendors that
have responded that they are Year 2000 compliant and that were determined to not
have a material impact on the Bank's operations, no further work is performed.
For those vendors that have responded they are working towards Year 2000
compliance and that are determined to be significant, including mission critical
vendors, the Company will follow up on a regular basis through 1999. These
vendors have advised the Company that they expect to be Year 2000 compliant
prior to December 31, 1999. If those vendors do not demonstrate compliance by a
certain date, the Company will seek other alternatives in accordance with its
contingency plan, which may include seeking replacement vendors.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
YEAR 2000 ISSUES - CONTINUED
COSTS AND RISKS
A few computer hardware and software applications were modified or replaced in
order to maintain their functionality as the year 2000 approaches. The Company
has spent approximately $26,000 as of March 31, 1999 to address Year 2000 issues
and estimate total costs over the two year period 1999-2000 to be approximately
$113,000, which will come from general funds. None of these costs, however, are
expected to materially impact the Company's result of operations in any one
reporting period.
Ultimately, the potential impact of the Year 2000 issue will depend not only on
the corrective measures the Company undertakes, but also on the way in which the
Year 2000 issue is addressed by governmental agencies, businesses, and other
entities who provide data, receive data, or whose financial condition or
operational capability is important to the Company, such as suppliers or
clients. At worst, clients and vendors will face severe Year 2000 issues, which
may cause borrowers to become unable to service their loans. The Company may
also be required to replace non-compliant vendors with more expensive Year
2000-compliant vendors. At this time management cannot determine the financial
effect if significant client and/or vendor remediation efforts are not resolved
in a timely manner.
ANALYSIS OF NET INTEREST INCOME AND MARGIN
Net interest income was $3.7 million for the first quarter of 1999 compared to
$3.4 million for the same period in 1998. These increases are primarily the
result of significant increases in average interest-earning assets as shown by
the following table (in thousands):
<TABLE>
<CAPTION>
Quarter Quarter Year Ended
Ended Ended December 31,
March 31, 1999 March 31, 1998 1998
------------------- ------------------- -------------------
<S> <C> <C> <C>
Interest Income $ 6,492 $ 5,255 $ 24,016
Interest Expense 2,798 1,814 8,406
------------------- ------------------- -------------------
Net Interest Income $ 3,694 $ 3,441 $ 15,610
------------------- ------------------- -------------------
------------------- ------------------- -------------------
Average Earning Assets $ 293,864 $ 219,735 $ 243,901
Net Interest Margin 5.03% 6.23% 6.40%
</TABLE>
Net interest margin was 5.03% for the first quarter of 1999 compared to 6.23%
for the same period in 1998. The decreases are primarily the result of an
increase in federal funds sold, which is a lower yielding asset, and a 75 basis
point decrease in interest rates during the third and fourth quarters of 1998.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
NONINTEREST INCOME
Noninterest income was $6.0 million for the quarter ended March 31, 1999
compared to $5.0 million for the same period in 1998. This increase is
attributable to the expansion of the Bank's wholesale loan divisions. These
departments have expanded by adding new products as well as entering new
geographic markets.
NONINTEREST EXPENSE
Noninterest expense was $8.7 million for the quarter ended March 31, 1999
compared to $6.9 million for the same period in 1998. The majority of the
increases were attributable to the expansion of the Bank's wholesale loan
divisions.
13
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Due to the nature of the banking business, the Subsidiary Bank
is at times party to various legal actions; all such actions
are of a routine nature and arise in the normal course of
business of the Subsidiary Bank.
Item 2 - Changes in Securities
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 6 - Exhibits and Reports on Form 8-K
A) Exhibits
Exhibit No. Exhibit
----------- -------
2.1 Plan of Reorganization and Merger Agreement - Annex 1 of
Written Consent Statement/Prospectus (A)
3.1 Articles of Incorporation of Registrant (A)
3.2 Amendment to Articles of Incorporation of Registrant (A)
3.3 Bylaws of the Registrant (A)
4.1 Specimen Certificate evidencing shares of Registrant's
Common Stock (A)
4.2 Stockholder Agreement Covering Issuance and Compulsory
Repurchase of Organizing Share of Registrant- Annex II of
Proxy Statement/Prospectus incorporated by reference (A)
10.1 Form of Indemnification Agreement (A) 10.2 BYL Bancorp 1997
Stock Option Plan (C)
10.3 Form of Proxy, Proxy Statement and Notice of Annual
Meeting (C)
10.4 Employment Agreement - Mr. Robert Ucciferri (A)
10.5 Employment Agreement - Mr. Barry J. Moore (A)
10.6 Employment Agreement - Mr. Michael Mullarky (A)
10.7 Employment Agreement - Ms. Gloria Van Kampen (D)
10.8 Salary Continuation Agreement - Mr. Robert Ucciferri (A)
10.9 Salary Continuation Agreement - Mr. Barry J. Moore (A)
10.10 Agreement and Plan of Reorganization with DNB Financial (B)
(A) Filed as an Exhibit to the Registrant's Registration Statement (File No.
333-34995) filed on September 5, 1997, Which exhibit is incorporated
herein by this reference.
(B) Filed as an Exhibit to Form 8-K filed on January 29, 1998, which exhibit
is incorporated herein by this reference.
14
<PAGE>
(C) To be filed as an Exhibit to the Annual Report on Form 10-K/A as of
December 31, 1998, anticipated to be filed by May 31, 1999.
(D) Filed as an Exhibit to the Annual Report on Form 10-K as of December 31,
1998.
B) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BYL BANCORP
Date: May 13, 1999 /s/Robert Ucciferri
---------------------------------
Robert Ucciferri
President and
Chief Executive Officer
Date: May 13, 1999 /s/Barry J. Moore
---------------------------------
Barry J. Moore
Chief Operating Officer and
Senior Executive Vice President
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 22,648
<INT-BEARING-DEPOSITS> 630
<FED-FUNDS-SOLD> 54,100
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,340
<INVESTMENTS-CARRYING> 15,797
<INVESTMENTS-MARKET> 15,799
<LOANS> 216,512
<ALLOWANCE> 2,444
<TOTAL-ASSETS> 338,620
<DEPOSITS> 310,010
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,447
<LONG-TERM> 0
0
0
<COMMON> 12,772
<OTHER-SE> 14,391
<TOTAL-LIABILITIES-AND-EQUITY> 338,620
<INTEREST-LOAN> 5,801
<INTEREST-INVEST> 272
<INTEREST-OTHER> 419
<INTEREST-TOTAL> 6,492
<INTEREST-DEPOSIT> 2,798
<INTEREST-EXPENSE> 2,798
<INTEREST-INCOME-NET> 3,694
<LOAN-LOSSES> 180
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 8,683
<INCOME-PRETAX> 799
<INCOME-PRE-EXTRAORDINARY> 799
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 459
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
<YIELD-ACTUAL> 5.03
<LOANS-NON> 2,648
<LOANS-PAST> 130
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 2,831
<ALLOWANCE-OPEN> 2,299
<CHARGE-OFFS> 41
<RECOVERIES> 6
<ALLOWANCE-CLOSE> 2,444
<ALLOWANCE-DOMESTIC> 2,039
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 405
</TABLE>
