BCSB BANKCORP INC
10QSB, 2000-08-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB


                                   (Mark One)


[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

         For the quarterly period ended June 30, 2000

[  ] Transition Report under Section 13 or 15(d) of the Exchange Act

     For the transition period from ______ to ______

                         Commission File Number: 0-24589

                               BCSB BANKCORP, INC.

        (Exact Name of Small Business Issuer as Specified in its Charter)


     UNITED STATES                                              52-2108333
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

            4111 E. JOPPA ROAD, SUITE 300, BALTIMORE, MARYLAND 21236
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (410) 256-5000

                 Issuer's Telephone Number, Including Area Code)


                                       N/A

              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No
                                                             ---   ---


As of July 25, 2000, the issuer had 5,887,902  shares of Common Stock issued and
outstanding.

Traditional Small Business Disclosure Format (check one):

Yes               No    X
    ---------        -------


<PAGE>


                                    CONTENTS

                                                                            PAGE
                                                                            ----
PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Financial Statements

         Consolidated Statements of Financial Condition as of
                  June 30, 2000 (unaudited) and September 30, 1999............2

         Consolidated Statements of Operations for the Nine Months and
                  Three Months Ended June 30, 2000 and 1999 (unaudited).......3

         Consolidated Statements of Cash Flows for the Nine Months Ended
                  June 30, 2000 and 1999 (unaudited)..........................4

     Notes to Consolidated Financial Statements...............................7

Item 2.  Management's Discussion and Analysis or Plan of Operation............9


PART II.  OTHER INFORMATION
          -----------------

Item 1.  Legal Proceedings...................................................15

Item 2.  Changes in Securities and Use of Proceeds...........................15

Item 3.  Defaults Upon Senior Securities.....................................15

Item 4.  Submission of Matters to a Vote of Security Holders.................15

Item 5.  Other Information...................................................15

Item 6.  Exhibits and Reports on Form 8-K....................................16


SIGNATURES...................................................................17



                                       1
<PAGE>

                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>
                                                                              JUNE 30,         SEPTEMBER 30,
                                                                                2000              1999
                                                                            ------------       ------------
                                                                             (Unaudited)
                                      Assets
                                      ------
<S>                                                                      <C>                 <C>
Cash                                                                     $    6,450,374      $    5,976,961
Interest bearing deposits in other banks                                      7,435,479           8,651,267
Federal funds sold                                                            1,422,549             448,945
Investment securities, held to maturity                                      38,783,403          35,232,306
Loans receivable, net                                                       237,697,086         215,383,087
Mortgage backed securities, held to maturity                                 20,809,848          23,499,794
Foreclosed real estate, net                                                      72,828              89,091
Investment in real estate development and loans to joint venture                  5,672               5,287
Premises and equipment, net                                                   6,528,934           4,846,121
Federal Home Loan Bank of Atlanta stock                                       1,834,400           1,650,300
Accrued interest receivable  - loans                                            729,721             834,424
                              - investments                                     752,912             635,757
                              - mortgage backed securities                      126,151             140,005
Prepaid income taxes                                                            317,325             361,211
Other assets                                                                    759,471             547,171
                                                                         --------------      --------------
Total assets                                                             $  323,726,153      $  298,301,727
                                                                         ==============      ==============
                Liabilities and Stockholders' Equity
                ------------------------------------

Liabilities
-----------
  Deposits                                                               $  262,363,891      $  233,364,564
  Borrowed money                                                             12,500,000          16,000,000
  Advance payments by borrowers for taxes and insurance                       2,855,964           1,101,971
  Income taxes payable                                                           61,309              60,670
  Dividends payable                                                             265,868             294,797
  Payables to disbursing agents                                                 300,434             163,923
  Other liabilities                                                           2,042,421           2,035,343
                                                                         --------------      --------------
Total liabilities                                                           280,389,886         253,021,268

Commitments and contingencies

Stockholders' Equity
--------------------
  Common stock (Par value $.01 - 13,500,000 authorized,
  5,887,902 shares issued and 6,116,562 outstanding
  at June 30, 2000 and September 30, 1999 respectively)                          58,879              61,166
  Additional paid-in capital                                                 20,138,917          21,918,472
  Retained earnings (substantially restricted)                               25,554,955          25,788,692
  Employee Stock Ownership Plan                                              (1,371,960)         (1,509,156)
  Stock held by Rabbi Trust                                                  (1,044,524)           (978,715)
                                                                         --------------      --------------
                                                                             43,336,267          45,280,459
                                                                         --------------      --------------
Total liabilities and stockholders' equity                               $  323,726,153      $  298,301,727
                                                                         ==============      ==============
</TABLE>

The accompanying notes to the consolidated  financial statements are an integral
part of these statements.


                                       2
<PAGE>

                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>

                                                                 FOR NINE MONTHS ENDED             FOR THREE MONTHS ENDED
                                                                         JUNE 30,                          JUNE 30,
                                                                --------------------------      -------------------------------
                                                                  2000              1999           2000                 1999
                                                                --------          --------      ----------           ----------
<S>                                                         <C>                <C>              <C>               <C>
Interest Income
---------------
  Interest and fees on loans                                $  12,570,032      $10,852,836      $  4,315,361      $  3,699,671
  Interest on mortgage-backed securities                        1,109,353        1,336,944           368,046           386,083
  Interest and dividends on investment securities               1,793,016        1,066,517           642,672           501,131
  Other interest income                                           293,289        1,126,885            86,532           234,743
                                                            -------------      -----------      ------------      ------------
Total interest income                                          15,765,690       14,383,182         5,412,611         4,821,628

Interest Expense
----------------
  Interest on deposits                                          7,754,278        7,228,521         2,745,147         2,374,372
  Interest on borrowings - short term                             683,187           12,282           243,912            12,282
  Other interest expense                                            4,174            6,456             1,721             2,917
                                                            -------------      -----------      ------------      ------------
Total interest expense                                          8,441,639        7,247,259         2,990,780         2,389,571
                                                            -------------      -----------      ------------      ------------

  Net interest income                                           7,324,051        7,135,923         2,421,831         2,432,057
  Provision for losses on loans                                    79,353          288,531            27,953            56,170
                                                            -------------      -----------      ------------      ------------
  Net interest income after provision
     for losses on loans                                        7,244,698        6,847,392         2,393,878         2,375,887

Other Income (Loss)
------------------
  Gain (loss) on sale of foreclosed real estate                    (5,654)           4,318                --             3,311
  Servicing fee income                                              6,132              374             1,805                93
  Fees and charges on loans                                       109,939          114,493            36,611            36,902
  Fees on transaction accounts                                    148,562          126,022            52,158            36,730
  Rental income                                                    87,483           84,604            29,280            20,744
  Gain from real estate development and joint venture                 386            6,110              (147)               72
  Gain on sale of Fixed Assets                                      3,475               --                --                --
  Miscellaneous income                                             56,263           57,611            22,689            24,270
                                                            -------------      -----------      ------------      ------------
Net other income (loss)                                           406,585          393,532           142,395           122,122

Non-Interest Expenses
---------------------
  Salaries and related expense                                  3,392,854        3,033,840         1,169,368           874,753
  Occupancy expense                                               727,609          509,790           263,032           169,105
  Deposit insurance premiums                                      113,457          118,014            28,994            49,071
  Data processing expense                                         458,224          381,770           181,441           116,921
  Property and equipment expense                                  603,141          452,655           195,683           204,372
  Professional fees                                               144,567          139,246            36,596            26,417
  Advertising                                                     681,710          309,292           225,385           108,376
  Telephone, postage and office supplies                          357,393          259,814           109,636            93,061
  Amortization of excess of cost over fair value of net
       assets acquired                                                 --           20,034                --             6,678
  Other expenses                                                  194,098          279,244            36,832            85,031
                                                            -------------      -----------      ------------      ------------
Total non-interest expenses                                     6,673,053        5,503,699         2,246,967         1,733,785
                                                            -------------      -----------      ------------      ------------

Income before tax provision                                       978,230        1,737,225           289,306           764,224
Income tax provision                                              383,124          681,079           112,952           298,679
                                                            -------------      -----------      ------------      ------------

Net income                                                  $     595,106      $ 1,056,146      $    176,354      $    465,545
                                                            =============      ===========      ============      ============

Basic earnings per share                                    $        0.11      $      0.18      $       0.03      $      0.08
                                                            =============      ===========      ============      ===========
Diluted earnings per share                                  $        0.10      $      0.18      $       0.03      $      0.08
                                                            =============      ===========      ============      ===========
</TABLE>

The accompanying notes to the consolidated  financial statements are an integral
part of these statements.


                                       3
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------

<TABLE>
<CAPTION>
                                                                                FOR NINE MONTHS ENDED
                                                                                       JUNE 30,
                                                                            ------------------------------
                                                                                2000              1999
                                                                            -----------        -----------
<S>                                                                        <C>                 <C>
Operating Activities
--------------------
  Net Income                                                               $   595,106         $ 1,058,146
  Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities
  -------------------------------------
    Accretion of discount on investments                                        (1,097)              5,368
    Loan fees deferred, net                                                   (113,520)             36,270
    Amortization of deferred loan fees, net                                    (35,384)           (160,676)
    Provision for losses on loans                                               79,353             288,531
    Non-cash compensation under Stock-Based Benefit Plan                       109,228              83,695
    Amortization of premium on mortgage backed securities                       28,852              31,414
    (Gain)/ loss on sale of foreclosed real estate                               5,654              (4,318)
    Gain from real estate development and joint venture                           (386)             (6,110)
    Provision for depreciation                                                 460,633             281,256
    Gain on Sale of Fixed Assets                                                (3,475)                 --
    (Increase) decrease in accrued interest receivable on loans                104,703             (34,253)
    Increase in accrued interest receivable on investments                    (117,155)            (11,311)
    Decrease in accrued interest receivable on mortgage
         backed securities                                                      13,854              55,283
    Increase (decrease) in prepaid income taxes                                113,794            (368,321)
    Decrease in deferred income tax liabilities                                (69,908)            (93,023)
    Amortization of excess of cost over fair value of net assets acquired           --              22,260
    Increase in other assets                                                  (212,300)           (964,695)
    Decrease in accrued interest payable on deposits                           (85,863)            (35,342)
    Increase  in income taxes payable                                              639              49,882
    Increase in other liabilities and payables to
          disbursing agents                                                    131,356             523,742
                                                                           -----------         -----------
        Net cash provided by operating activities                            1,004,084             757,798
</TABLE>

                                       4
<PAGE>
                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               -------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 FOR NINE MONTHS ENDED
                                                                                        JUNE 30,
                                                                            --------------------------------
                                                                                2000                1999
                                                                            ------------        ------------

<S>                                                                        <C>                 <C>
Cash Flows from Investing Activities
------------------------------------
    Proceeds from maturing interest bearing deposits                       $   4,284,000       $   2,837,000
    Purchase of interest bearing deposits                                     (1,178,000)         (8,694,000)
    Purchases of investment securities - held to maturity                     (4,050,000)        (32,052,819)
    Proceeds from maturities of investment securities - held to maturity         500,000          10,926,000
    Longer term loans originated                                             (25,123,204)        (32,570,300)
    Principal collected on longer term loans                                  18,147,276          15,284,958
    Net increase in short-term loans                                         (15,276,825)         (3,403,365)
    Principal collected on mortgage backed securities                          5,489,359          11,392,959
    Purchase of mortgage backed securities                                    (2,828,265)         (1,983,790)
    Proceeds from sales of foreclosed real estate                                 16,263             437,149
    Proceeds from joint venture                                                       --               8,260
    Investment in premises and equipment                                      (2,139,971)           (704,506)
    Purchase of Federal Home Loan Bank of Atlanta stock                         (184,100)           (138,400)
                                                                           -------------       -------------
        Net cash provided (used) by investing activities                     (22,334,467)        (38,660,854)

Cash Flows from Financing Activities
------------------------------------
    Net increase in demand deposits, money market, passbook
      accounts and advances by borrowers for taxes and
      insurance                                                                6,135,945          11,919,878
    Increase in Federal Home Loan Bank of Atlanta advances                    18,675,000           3,000,000
    Repayment of Federal Home Loan Bank of Atlanta advances                  (22,175,000)                 --
    Net increase in certificates of deposit                                   24,703,238           1,323,608
    Acquisition of stock for Rabbi Trust                                         (65,809)                 --
    Treasury stock purchase                                                   (1,704,671)                 --
    Acquisition of stock for Management Retention Plan                           (37,665)                 --
    Increase in dividends payable                                                (28,929)            295,201
    Dividends declared on stock                                                 (828,843)           (295,201)
                                                                           -------------       -------------
        Net cash provided by financing activities                             24,673,266          16,243,486
                                                                           -------------       -------------

Increase (decrease) in cash and cash equivalents                               3,337,229         (21,659,570)
Cash and cash equivalents at beginning of period                               7,188,173          31,074,481
                                                                           -------------       -------------
Cash and cash equivalents at end of period                                 $  10,525,402           9,414,911
                                                                           =============       =============
</TABLE>

                                       5
<PAGE>

                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
<TABLE>
<CAPTION>

                                                                                  FOR NINE MONTHS ENDED
                                                                                          JUNE 30,
                                                                            --------------------------------
                                                                                2000                1999
                                                                            ------------        ------------
<S>                                                                        <C>                 <C>
The following is a summary of cash and cash equivalents:
    Cash                                                                   $   6,450,374       $   3,825,242
    Interest bearing deposits in other banks                                   7,435,479          12,316,208
    Federal funds sold                                                         1,422,549           1,062,461
                                                                           -------------       -------------
    Balance of cash items reflected on Statement of
      Financial Condition                                                     15,308,402          17,203,911

        Less - certificate of deposit with an original maturity of
          more than three months                                               4,783,000           7,789,000
                                                                           -------------       -------------

Cash and cash equivalents reflected on the
    Statement of Cash Flows                                                $  10,525,402       $   9,414,911
                                                                           =============       =============

Supplemental Disclosures of Cash Flows Information:
    Cash paid during the period for:

    Interest                                                               $   5,618,253       $   7,285,012
                                                                           =============       =============

    Income taxes                                                           $     235,200       $     554,661
                                                                           =============       =============

Transfer from loans to real estate acquired through foreclosure            $          --       $     110,161
                                                                           =============       =============
</TABLE>


The accompanying notes to the consolidated  financial statements are an integral
part of these statements.


                                       6
<PAGE>


                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------


Note 1 - Principals of Consolidation
         ---------------------------

         BCSB  Bankcorp,  Inc.  (the  "Company")  owns 100% of Baltimore  County
         Savings Bank, F.S.B. (the "Bank") and subsidiaries, and also invests in
         federal funds sold,  interest-bearing  deposits in other banks and U.S.
         Agency  bonds.   The  Bank  owns  100%  of  Baltimore   County  Service
         Corporation  and  Ebenezer  Road,  Inc. The  accompanying  consolidated
         financial  statements  include the accounts and  transactions  of these
         companies on a consolidated  basis since the date of  acquisition.  All
         intercompany  transactions  have been  eliminated  in the  consolidated
         financial  statements.  Ebenezer Road, Inc. sells  insurance  products.
         Baltimore  County  Service  Corporation  has invested in several  joint
         ventures  formed  for the  purpose of  developing  real  estate.  These
         investments  have been  accounted for on the equity method and separate
         summary  statements are not presented since the data contained  therein
         is not material in relation to the consolidated financial statements.

Note 2 - Basis for Financial Statement Presentation
         ------------------------------------------

         The accompanying  consolidated  financial statements have been prepared
         in accordance  with generally  accepted  accounting  principles and the
         instructions  to Form 10-QSB.  Accordingly,  they do not include all of
         the disclosures  required by generally accepted  accounting  principles
         for complete financial  statements.  In the opinion of management,  all
         adjustments  (none of which were other than normal recurring  accruals)
         necessary for a fair presentation of the financial position and results
         of  operations  for the  periods  presented  have  been  included.  The
         financial  statements  of the Company are  presented on a  consolidated
         basis with those of the Bank. The results for the three months and nine
         months  ended  June 30,  2000  are not  necessarily  indicative  of the
         results of operations that may be expected for the year ended September
         30,  2000.  The  consolidated  financial  statements  should be read in
         conjunction  with the  consolidated  financial  statements  and related
         notes which are  incorporated  by  reference  in the  Company's  Annual
         Report on Form 10-KSB for the year ended September 30, 1999.

Note 3 - Cash Flow Presentation
         ----------------------

         For purposes of the statements of cash flows, cash and cash equivalents
         include cash and amounts due from depository institutions,  investments
         in federal funds,  and  certificates  of deposit with  maturities of 90
         days or less.

Note 4 - Earnings Per Share
         ------------------

         Basic per share  amounts are based on the  weighted  average  shares of
         common  stock  outstanding.  Diluted  earnings  per  share  assume  the
         conversion,   exercise  or  issuance  of  all  potential  common  stock
         instruments  such as  options,  warrants  and  convertible  securities,
         unless the effect is to reduce a loss or increase  earnings  per share.
         No  adjustments  were made to net income  (numerator)  for all  periods
         presented.  The basic and diluted weighted  average shares  outstanding
         for the  three  months  and nine  months  ended  June  30,  2000 are as
         follows:


                                       7
<PAGE>


                      BCSB BANKCORP, INC. AND SUBSIDIARIES
                      ------------------------------------
                               BALTIMORE, MARYLAND


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
             ------------------------------------------------------

Note 4 - Earnings Per Share (Continued)
         ------------------
<TABLE>
<CAPTION>

                                                                For the Nine months Ended June 30, 2000
                                                              --------------------------------------------
                                                                Income             Shares        Per Share
         Basic EPS                                            (Numerator)       (Denominator)     Amount
         ---------                                            -----------       -------------    ---------

         <S>                                                  <C>                <C>             <C>
         Income available to shareholders                     $   595,106        5,660,487       $    0.11

         Effect of dilutive shares                                     --          104,176           (0.01)
                                                              -----------       ----------       ---------

         Diluted EPS
         -----------

         Income available to common stockholders
             plus assumed conversions                         $   595,106        5,764,663       $    0.10
                                                              ===========       ==========       =========
</TABLE>
<TABLE>
<CAPTION>


                                                               For the Three Months Ended June 30, 2000
                                                              --------------------------------------------
                                                                Income             Shares        Per Share
         Basic EPS                                            (Numerator)       (Denominator)     Amount
         ---------                                            -----------       -------------    ---------

         <S>                                                  <C>               <C>              <C>
         Income available to shareholders                     $   176,354       $5,524,388       $    0.03

         Effect of dilutive shares                                     --          107,794              --
                                                              -----------       ----------       ---------
         Diluted EPS
         -----------

         Income available to common stockholders
             plus assumed conversions                         $   176,354        5,632,182       $    0.03
                                                              ===========       ==========       =========
</TABLE>

Note 5 - Regulatory Capital
         ------------------

         The following table sets forth the Bank's capital  position at June 30,
2000.
<TABLE>
<CAPTION>
                                                                                               To Be Well
                                                                                            Capitalized Under
                                                                       For Capital          Prompt Corrective
                                            Actual                 Adequacy Purposes         Action Provision
                                    -----------------------   ------------------------  -------------------------
                                    Actual           % of     Required          % of    Required          % of
                                    Amount           Assets   Amount            Assets  Amount            Assets
                                    ------           ------   ------            ------  ------            ------
                                                                          (unaudited)

<S>                              <C>                  <C>      <C>              <C>     <C>                <C>
Tangible (1)                     $ 34,245,202         10.81%$  4,752,844        1.50%     N/A              N/A
Tier 1 capital (2)                 34,245,202         17.85          N/A        N/A     11,509,195         6.00%
Core (1)                           34,245,202         10.81    9,505,689        3.00    15,837,082         5.00
Risk-weighted (2)                  35,535,167         18.53   15,345,593        8.00    19,181,992        10.00
<FN>

------------
(1)      To adjusted total assets.
(2)      To risk-weighted assets.
</FN>
</TABLE>

                                       8
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

         The  Company  was formed in May 1998 by the Bank to become the  holding
company of the Bank  following the Bank's  reorganization  to the mutual holding
company form of organization  (the  "Reorganization").  The  Reorganization  was
consummated  on July 8, 1998.  All  references  to the Company  prior to July 8,
1998, except where otherwise indicated, are to the Bank.

         The  Company's  net income is  dependent  primarily on its net interest
income,  which is the  difference  between  interest  income earned on its loan,
investment securities and mortgage-backed securities portfolio and interest paid
on  interest-bearing  liabilities.  Net interest income is determined by (i) the
difference  between yields earned on  interest-earning  assets and rates paid on
interest-bearing  liabilities  ("interest  rate  spread")  and (ii) the relative
amounts  of  interest-earning  assets  and  interest-bearing   liabilities.  The
Company's  interest  rate  spread  is  affected  by  regulatory,   economic  and
competitive  factors  that  influence  interest  rates,  loan demand and deposit
flows.  To a lesser  extent,  the  Company's  net income also is affected by the
level of other income,  which primarily consists of fees and charges, and levels
of non-interest expenses such as salaries and related expenses.

         The operations of the Company are significantly  affected by prevailing
economic  conditions,  competition  and  the  monetary,  fiscal  and  regulatory
policies of  governmental  agencies.  Lending  activities  are influenced by the
demand  for and  supply of  housing,  competition  among  lenders,  the level of
interest rates and the  availability of funds.  Deposit flows and costs of funds
are  influenced by prevailing  market rates of interest,  primarily on competing
investments, account maturities and the levels of personal income and savings in
the Company's market area.

FORWARD-LOOKING STATEMENTS

         When  used in this  Form  10-QSB,  the words or  phrases  "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project"  or similar  expressions  are  intended to  identify  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  statements  are  subject  to  certain  risks  and  uncertainties
including changes in economic  conditions in the Company's market area,  changes
in policies by regulatory  agencies,  fluctuations in interest rates, demand for
loans in the  Company's  market area,  and  competition  that could cause actual
results  to differ  materially  from  historical  earnings  and those  presently
anticipated  or projected.  The Company  wishes to caution  readers not to place
undue reliance on any such  forward-looking  statements,  which speak only as of
the date made.  The Company  wishes to advise  readers  that the factors  listed
above  could  affect the  Company's  financial  performance  and could cause the
Company's  actual  results  for  future  periods to differ  materially  from any
opinions or statements  expressed  with respect to future periods in any current
statements.

         The  Company  does  not  undertake,   and  specifically  disclaims  any
obligation, to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or  unanticipated
events.


                                       9
<PAGE>
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2000 AND SEPTEMBER 30, 1999

         During  the nine  months  ended June 30,  2000,  the  Company's  assets
increased by $25.4 million,  or 8.5%,  from $298.3 million at September 30, 1999
to $323.7  million at June 30, 2000. The Company has sought to increase loans in
order to take  advantage of the higher  yields on loans  compared to  investment
securities and mortgage-backed  securities.  Loans receivable,  net increased by
$22.3  million,  or 10.4%,  from $215.4  million at September 30, 1999 to $237.7
million at June 30, 2000. The Company's mortgage-backed  securities decreased by
$2.7 million or 11.4%, from $23.5 million at September 30, 1999 to $20.8 million
at June 30, 2000. The Company's investment securities increased by $3.5 million,
or 10.1%,  from $35.2 million at September 30, 1999 to $38.8 million at June 30,
2000. The Company's premises and equipment  increased $1.7 million or 34.7% from
$4.8  million  at  September  31,  1999 to $6.5  million at June 30,  2000.  The
increase was due to the construction and improvements to new and existing branch
offices.  The Company's  deposits  increased by $29.0  million,  or 12.4%,  from
$233.3  million at September  30, 1999 to $262.4  million at June 30, 2000.  The
increase in deposits was achieved through the opening of new offices,  increased
advertising  and  promotion  activities.  The  Company  repaid  $3.5  million in
advances  from the Federal  Home Loan Bank of Atlanta  during the quarter  ended
June 30,  2000.  Common  stock and  Additional  Paid in Capital  decreased  from
$61,000 and $21.9  million,  respectively  at September  30, 1999 to $59,000 and
$20.1 million  respectively  at June 30, 2000, this was due to the repurchase of
5% of the  Company's  stock which began at the beginning of this fiscal year and
was completed this quarter.


COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND 1999

         Net Income.  Net income  decreased  by  $461,000,  or 43.7%,  from $1.1
million for the nine months  ended June 30, 1999 to $595,000 for the nine months
ended June 30, 2000.  The decrease in net income was primarily  attributable  to
increased  non-interest expense,  which was only partially offset by an increase
in net interest income.

         Net Interest Income.  Net interest income was $7.3 million for the nine
months ended June 30,  2000,  compared to $7.1 million for the nine months ended
June 30, 1999,  representing  an increase of $188,000 or 2.6%.  The increase was
primarily  due to an  increase  in the  average  balance  in loans  from  $190.4
million,  at June 30,  1999 to  $226.9  million  at June  30,  2000,  offset  by
decreases in interest rate spread and net interest margin.

         Interest  Income.  Interest income  increased by $1.4 milllion or 9.6%,
from $14.4  million for the nine months ended June 30, 1999 to $15.8 million for
the nine months ended June 30, 2000.  This  increase was due primarily to a $1.7
million, or 15.8%, increase in interest and fees on loans from $10.8 million for
the nine months  ended June 30, 1999 to $12.6  million for the nine months ended
June 30, 2000. The increase in interest and fees on loans was primarily due to a
$36.5 million increase in the average balance of loans receivable. This increase
more than offsets decreases in interest on mortgage-backed  securities and other
interest  income.  Other interest  income,  which consists of interest earned on
deposits in banks and Federal Funds sold, decreased by $836,000,  or 74.0%, from
$1.1million  for the nine months  ended June 30,  1999 to $293,000  for the nine
months ended June 30, 2000.  This  decrease was due to the  investment  of lower
yielding  federal  funds  transferred  to higher  yielding  loans.  Interest  on
mortgage-backed  securities  decreased by $228,000,  or 17.0%, from $1.3 million
for the nine months ended June 30, 1999 to $1.1million for the nine months ended
June 30, 2000. This decrease was primarily due to a $5.0 million decrease in the
average  balance  of  mortgage-backed  securities.  Interest  and  dividends  on
investment  securities  increased $726,000,  or 68.1%, from $1.1 million for the
nine months  ended June 30, 1999 to $1.8  million for the nine months ended June
30, 2000.  This increase was  primarily due to a 44 basis point  increase in the
average yield on investment  securities,  due to the purchase of higher yielding
securities.

                                       10
<PAGE>

         Interest  Expense.  Interest  expense,  which  consists  of interest on
deposits and interest on  short-term  borrowings,  was $7.2 million for the nine
months  ended June 30, 1999 and $8.4  million for the nine months ended June 30,
2000.  This  increase was primarily due to an increase in interest on short term
borrowings  from $12,000 for the nine months ended June 30, 1999 to $683,000 for
the nine months ended June 30,  2000.  Interest on deposits  increased  $525,000
from 7.2 million for the nine months ended June 30, 1999 to $7.8 million for the
nine months  ended June 30, 2000.  This  increase was due to the increase in the
average  balance of  deposits  from  $229.8  million at June 30,  1999 to $246.0
million at June 30, 2000 and increased interest rates paid on deposit accounts.


                                       11
<PAGE>
         Average  Balance  Sheet.   The  following  tables  sets  forth  certain
information  relating to the  Company's  average  balance sheet and reflects the
average yield on assets and cost of  liabilities  for the periods  indicated and
the average  yields  earned and rates paid.  Such yield and costs are derived by
dividing  income or expense  by the  average  balance of assets or  liabilities,
respectively,  for the periods  presented.  Average  balances are computed using
month-end balances.

         The table also  presents  information  for the periods  indicated  with
respect to the differences  between the average yield earned on interest-earning
assets and average rate paid on interest-bearing  liabilities, or "interest rate
spread," which banks have  traditionally  used as an indicator of profitability.
Another  indicator of net interest income is "net interest margin," which is its
net interest income divided by the average balance of interest-earning assets.
<TABLE>
<CAPTION>

                                                                    Nine months Ended June 30,
                                               ---------------------------------------------------------------------------
                                                              2000                                    1999
                                               ---------------------------------       -----------------------------------
                                               Average                   Average       Average                     Average
                                               Balance      Interest      Rate         Balance       Interest       Rate
                                               -------      --------     ------        -------       --------      ------
                                                                            (Dollars in thousands)
<S>                                            <C>          <C>              <C>       <C>           <C>              <C>
Interest-earning assets:
           Loans............................   $ 226,853    $  12,570        7.39%     $  190,399    $ 10,854         7.60%
   Mortgage-backed securities...............      22,737        1,109        6.50          27,787       1,337         6.42
   Dividends and investment securities......      37,589        1,793        6.36          24,031       1,067         5.92
   Other Investments........................       6,910          293        5.65          28,756       1,129         5.23
                                               ---------    ---------                  ----------    --------
       Total interest-earning assets........     294,089       15,765        7.15         270,973      14,387         7.08
Noninterest-earning assets..................      15,825                                    9,742
                                               ---------                               ----------
       Total assets.........................   $ 309,914                               $  280,715
                                               =========                               ==========

Interest-bearing liabilities:
   Deposits.................................   $ 246,085        7,754        4.20      $  229,839       7,229         4.19
   Borrowings-short term....................      15,419          683        5.91             444          12         3.60
   Other liabilities........................       1,954            4        0.27           2,210           6         0.36
                                               ---------    ---------                  ----------    --------
Total interest-bearing liabilities..........     263,458        8,441        4.27         223,493       7,247         4.16
                                                            ---------    --------                    --------       ------
Noninterest-bearing liabilities.............       2,162                                    2,594
                                               ---------                               ----------
       Total liabilities....................     265,620                                  235,087
Stockholders' equity .......................      44,294                                   45,628
                                               ---------                               ----------
       Total liabilities and stockholders'
            equity..........................   $ 309,914                               $  280,715
                                               =========                               ==========

Net interest income.........................                $   7,324                                $  7,140
                                                            =========                                ========
Interest rate spread........................                                 2.88%                                    2.92%
                                                                           ======                                  =======
Net interest margin.........................                                 3.32%                                    3.51%
                                                                          =======                                 ========
Ratio average interest earning assets/
    interest bearing liabilities............                               111.63%                                  116.55%
                                                                           ======                                   ======
</TABLE>

         Provision  for Loan Losses.  The Company  charges  provisions  for loan
losses to earnings to maintain  the total  allowance  for loan losses at a level
management  considers  adequate to provide for probable  loan  losses,  based on
prior loss experience.  The Company established provision for losses on loans of
$79,000 for the nine months ended June 30, 2000, as compared to $289,000 for the
nine months  ended June 30,  1999,  representing  a decrease of  $209,000.  Loan
chargeoffs  for the nine months ended June 30, 2000 were $145,000 as compared to
$123,000 for the nine months ended June 30, 1999.  Loan  recoveries were $83,000
for the nine months ended June 30, 2000, compared to $31,000 for the nine months
ended June 30 1999.  Non  performing  loans at June 30,  2000 were  $317,000  as
compared to $554,000 at June 30,  1999.  The total loss  allowance  allocated to
domestic loans is $1.3 million.  In  establishing  such  provisions,  management
considered an analysis of the risk inherent in the loan portfolio.

                                       12
<PAGE>

         Other Income. Other income increased by $13,000, or 3.3%, from $394,000
for the nine months  ended June 30, 1999 to $407,000  for the nine months  ended
June 30,  2000.  The increase in other income for the nine months ended June 30,
2000 was attributable  primarily to a $23,000,  or a 17.5% increase in fees from
transaction accounts,  from $126,000 at June 30, 1999 as compared to $149,000 at
June 30, 2000.

         Non-interest  Expenses.  Total non-interest  expenses increased by $1.2
million,  or 21.2%, from $5.5 million for the nine months ended June 30, 1999 to
$6.7  million  for the  nine  months  ended  June  30,  2000.  The  increase  in
non-interest  expenses was due to  increases  in salaries and related  expenses,
occupancy  expense,  telephone  postage  and office  supplies,  data  processing
expense, property and equipment expense and advertising expense primarily due to
the opening of new branch offices.  The Company's  salaries and related expenses
increased by $359,000,  or 11.8%,  due to the  recruitment  of personnel for new
offices.  Occupancy  expense  increased by  $218,000,  or 42.7% and property and
equipment  expense  increased by $150,000,  or 33.2%.  Data  processing  expense
increased by $76,000,  or 20.0%,  both due to the increased cost associated with
the new  offices  and  increased  deposit  and  loan  accounts  being  serviced.
Telephone, postage and office supplies increased by $98,000, or 37.3% due to the
expenses associated with the establishment of new offices. The Company increased
its advertising expense by $372,000,  or 120.3%, in an effort to increase market
share and promote the new offices.

         Income  Taxes.  The  Company's  income tax  expense  was  $383,000  and
$681,000  for the nine months  ended June 30, 2000 and 1999,  respectively.  The
Company's  effective  tax rates were 39.2% and 39.2% for the nine  months  ended
June 30, 2000 and 1999, respectively.


COMPARISON  OF  OPERATING  RESULTS FOR THE THREE  MONTHS ENDED JUNE 30, 2000 AND
1999

         Net Income.  Net income decreased by $289,000,  or 62.2%, from $465,000
for the three  months ended June 30, 1999 to $176,000 for the three months ended
June 30,  2000.  The  decrease  in net  income  was  primarily  attributable  to
increased non-interest expenses.

         Net  Interest  Income.  Net  interest  income  remained  stable at $2.4
million for the three  months  ended June 30,  2000,  and the three months ended
June 30, 1999.

         Interest Income.  Interest income increased by $591,000,  or 12.3% from
$4.8  million  for the three  months  ended June 30, 1999 to 5.4 million for the
three  months  ended June 30,  2000.  Interest  and fees on loans  increased  by
$616,000,  or 16.6%,  from $3.7 million for the three months ended June 30, 1999
to $4.3  million for the three  months  ended June 30, 2000  primarily  due to a
$35.4 million increase in the average balance of loans receivable as the Company
implemented  its strategy of increasing loan  originations.  The increase in the
average volume of loans  receivable more than offset a 6 basis point decrease in
the average yield on loans.  Additionally,  interest and dividends on investment
securities  increased by $142,000 or 28.3%.  This increase  virtually  offsets a
$148,000 decrease in other interest income.

         Interest  Expense.  Interest  expense,  which  consists  of interest on
deposits  and  interest on borrowed  money  increased  form $2.4 million for the
three months ended June 30, 1999 to $3.0 million for the three months ended June
30, 2000 a change of $601,000 or 25.2%.  Interest on deposits increased $371,000
during the three months  ended June 30, 2000,  due to an increase in the average
volume of deposits and their  interest cost.  Interest on short-term  borrowings
was $244,000  for the three  months ended June 30, 2000,  as compared to $12,000
for the three months ended June 30, 1999.  The increase was primarily due to the
$12.5 million in advances obtained from the Federal Home Loan Bank of Atlanta at
June 30, 2000. The borrowed money was used to fund loan demand.


                                       13
<PAGE>


         Average  Balance  Sheet.   The  following  tables  sets  forth  certain
information  relating to the  Company's  average  balance sheet and reflects the
average yield on assets and cost of  liabilities  for the periods  indicated and
the average  yields  earned and rates paid.  Such yield and costs are derived by
dividing  income or expense  by the  average  balance of assets or  liabilities,
respectively,  for the periods  presented.  Average  balances are computed using
month-end balance.
<TABLE>
<CAPTION>

                                                                   Three months Ended June 30,
                                               ---------------------------------------------------------------------------
                                                              2000                                    1999
                                               ---------------------------------       -----------------------------------
                                               Average                   Average       Average                     Average
                                               Balance      Interest      Rate         Balance       Interest       Rate
                                               -------      --------     ------        -------       --------      ------
                                                                            (Dollars in thousands)
<S>                                            <C>          <C>              <C>       <C>           <C>              <C>
Interest-earning assets:
   Loans....................................   $ 234,561    $   4,315        7.36%     $  199,166    $  3,700         7.42%
   Mortgage-backed securities...............      21,744          368        6.77          24,680         386         6.26
   Investment Securities and FHLB stock.....      40,618          643        6.33          33,716         501         5.94
   Other Investments........................       6,915           87        5.03          16,566         235         5.67
                                               ---------    ---------                  ----------    --------
       Total interest-earning assets........     303,776        5,413        7.13         274,128       4,822         7.04
Noninterest-earning assets..................      13,698                                    9,625
                                               ---------                               ----------
       Total assets.........................   $ 317,536                               $  283,753
                                               =========                               ==========

Interest-bearing liabilities:
   Deposits.................................   $ 254,463        2,745        4.31         231,523       2,374         4.10
   Borrowings-short term....................      16,092          244        6.07           1,333          12           --
   Other liabilities........................       2,550            2        0.31           3,078           3         0.39
                                               ---------    ---------                  ----------    --------
Total interest-bearing liabilities..........     273,105        2,991        4.38         235,934       2,389         4.05
                                                            ---------    --------                    --------       ------
Noninterest-bearing liabilities.............       1,012                                    1,902
                                               ---------                               ----------
       Total liabilities....................     274,117                                  237,836
Stockholders' equity .......................      43,419                                   45,917
                                               ---------                               ----------
       Total liabilities and stockholders'
            equity..........................   $ 317,536                               $  283,753
                                               =========                               ==========

Net interest income.........................                $   2,422                                $  2,433
                                                            =========                                ========
Interest rate spread........................                                 2.75%                                    2.99%
                                                                          =======                                  =======
Net interest margin.........................                                 3.19%                                    3.55%
                                                                            =====                                  ========
Ratio average interest earning assets/
    interest bearing liabilities............                               111.25%                                  116.19%
                                                                           ======                                   ======
</TABLE>

         Provision  for Loan  Losses.  The Company  established  provisions  for
losses on loans of $28,000 for the three months ended June 30, 2000, as compared
to $56,000 for the three months ended June 30, 1999,  representing a decrease of
$28,000. In establishing such provisions,  management  considered an analysis of
the risk inherent in the loan portfolio.

         Other  Income.  Other  income  increased  by  $20,000,  or 16.4%,  from
$122,000  for the three  months  ended June 30, 1999 to  $142,000  for the three
months  ended June 30,  2000.  The increase in other income for the three months
ended June 30, 2000 was attributable  primarily to a $15,000 increase in fees on
transaction  accounts,  from $37,000 for the three months ended June 30, 1999 to
$52,000 for the three months ended June 30, 2000.  Additionally,  rental  income
increased  by $8,000 or 38.1%,  from $21,000 for the three months ended June 30,
1999 to $29,000 for the three months ended June 30, 2000.  These  increases more
than offset a $2,000 decrease in miscellaneous income.

         Non-interest   Expenses.   Total  non-interest  expenses  increased  by
$513,000,  or 29.6%,  from $1.7 million for the three months ended June 30, 1999
to $2.2  million  for the three  months  ended June 30,  2000.  The  increase in
non-interest  expenses was due to  increases  in salaries and related  expenses,
occupancy expense,  data processing expense,  property and equipment expense and
advertising  expense.  The Company's  salaries and related expenses increased by
$295,000,  or 33.6%,  due to the  recruitment  of personnel for the new offices.
Occupancy expense increased by $94,000, or 55.6%, due to the expenses associated
with  the  establishment  of new  offices.  Data




                                       14
<PAGE>

processing  expense  increased  $64,000,  or 54.7%,  due to the  increased  cost
associated  with the new  offices  and  increased  number  of  deposit  and loan
accounts. The Company increased its advertising expense by $117,000, or 108%, in
an effort to increase market share.

         Income  Taxes.  The  Company's  income tax  expense  was  $113,000  and
$299,000 for the three months  ended June 30, 2000 and 1999,  respectively.  The
Company's  effective  tax rates were 39.1% for both the three  months ended June
30, 2000 and 1999.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2000,  the Bank  exceeded all  regulatory  minimum  capital
requirements. For information comparing the Bank's tangible, core and risk-based
capital  levels  to  the  regulatory  requirements,  see  Note  5  of  Notes  to
Consolidated Financial Statements.

         The Company's  primary  sources of funds are deposits and proceeds from
maturing investment securities and mortgage-backed  securities and principal and
interest  payments on loans.  While  maturities  and scheduled  amortization  of
mortgage-backed  securities and loans are a predictable source of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest rates,
economic conditions, competition and other factors.

         The primary investing  activities of the Company are the origination of
loans and the purchase of investment securities and mortgage-backed  securities.
During the nine  months  ended June 30,  2000 and 1999,  the  Company  had $68.4
million  and  $72.6  million,   respectively,  of  mortgage  and  consumer  loan
originations.  During the nine months ended June 30, 2000 and 1999,  the Company
purchased  investment  securities  in the  amounts  of $4.1  million  and  $32.1
million,  respectively,  and  mortgage-backed  securities in the amounts of $2.8
million  and  $2.0  million,  respectively.  The  purchase  of  interest-bearing
deposits  decreased from $8.7 million for the nine months ended June 30, 1999 to
$7.4  million for the nine months  ended June 30,  2000.  The primary  financing
activity of the Company is the attraction of savings deposits.

         The  Company  has other  sources  of  liquidity  if there is a need for
funds. The Bank has the ability to obtain advances from the FHLB of Atlanta.  In
addition, the Company maintains a portion of its investments in interest-bearing
deposits at other financial institutions that will be available, if needed.

         The Bank is  required to maintain  minimum  levels of liquid  assets as
defined  by OTS  regulations.  This  requirement,  which may be  changed  at the
direction of the OTS depending upon economic  conditions  and deposit flows,  is
based upon a percentage  of deposits  and  short-term  borrowings.  The required
minimum ratio is currently  4.0%. The Bank's average daily  liquidity  ratio for
the month of June was approximately 28.5%, which exceeded the required level for
such period.  Management  seeks to maintain a relatively high level of liquidity
in order to retain flexibility in terms of investment  opportunities and deposit
pricing.  Because liquid assets generally provide for lower rates of return, the
Bank's  relatively  high liquidity  will, to a certain  extent,  result in lower
rates of return on assets.

         The Company's most liquid assets are cash, interest-bearing deposits in
other  banks and  federal  funds  sold,  which  are  short-term,  highly  liquid
investments with original  maturities of less than three months that are readily
convertible  to known amounts of cash.  The levels of these assets are dependent
on the Company's operating,  financing and investing activities during any given
period.  At June 30, 2000,  cash,  interest-bearing  deposits in other banks and
federal  funds  sold  were  $6.4   million,   $7.4  million  and  $1.4  million,
respectively.

         The Company anticipates that it will have sufficient funds available to
meet its current  commitments.  Certificates  of deposit  which are scheduled to
mature in one year or less at June 30, 2000  totaled  $102.3  million.  Based on
past experience, management believes that a significant portion of such deposits
will remain with the Bank.  The Bank is a party to  financial  instruments  with
off-balance-sheet  risk  made in the  normal  course  of  business  to meet  the
financing  needs of its  customers.  These  financial  instruments  are  standby
letters of credit,  lines of credit and  commitments  to fund mortgage loans and
involve  to  varying  degrees  elements  of credit  risk in excess of the amount
recognized in the statement of financial position. The contract amounts of those
instruments  express


                                       15
<PAGE>

the extent of involvement the Company has in this class of financial instruments
and represents the Company's exposure to credit loss from  nonperformance by the
other party.

         The Company generally requires  collateral or other security to support
financial instruments with off-balance-sheet  credit risk. At June 30, 2000, the
Company had commitments  under standby letters of credit and lines of credit and
commitments  to originate  mortgage  loans of $469,000,  $11.9  million and $2.4
million, respectively.

PART II.  OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS

         None.

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         None.

         ITEM 5.  OTHER INFORMATION

         None.


                                       16
<PAGE>


         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      List of Exhibits

                  Exhibit 27 - Financial Data Schedule

         (b)      Form 8-K

                  No  Reports on Form 8-K were filed  during the  quarter  ended
                  June 30, 2000.


                                       17
<PAGE>

                                   SIGNATURES



         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            BCSB BANKCORP, INC.



Date: August 11, 2000              /s/ Gary C. Loraditch
                                   --------------------------------------------
                                   Gary C. Loraditch
                                   President
                                   (Principal Executive Officer)



Date: August 11, 2000              /s/ Bonnie M. Klein
                                   --------------------------------------------
                                   Bonnie M. Klein
                                   Vice President and Treasurer
                                   (Principal Financial and Accounting Officer)



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