U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark one)
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, for the fiscal year ended December 31,
1996, or
( ) TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (no fee required), for the
transition period from ________________ to ________________.
Commission file number: 0-24114
BCB FINANCIAL SERVICES CORPORATION
(Name of small business issuer in its charter)
Pennsylvania 23-2444807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Registrant's telephone number, including area code: (610)376-5933
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock ($2.50 par value)
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.___
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. (X)
The Registrant's revenues for its most recent fiscal year
was $19,287,301.
The aggregate market value of common stock of the Registrant
held by nonaffiliates, based on the average between the closing
bid and the closing asked prices as of March 3, 1997 was
$29,269,313. As of March 3, 1997, the Registrant had 2,071,217
shares of Common Stock outstanding.
Documents incorporated by reference. Portions of the Proxy
Statement of the Registrant relating to the Registrant's Annual
Meeting to be held on April 16, 1997 are incorporated by
reference into Part III of this Report.
Transitional Small Business Disclosure Format (check one):
Yes ___ No X <PAGE>
BCB FINANCIAL SERVICES CORPORATION
FORM 10-KSB
TABLE OF CONTENTS
Page
PART I
Item 1. DESCRIPTION OF BUSINESS................... 2
Item 2. DESCRIPTION OF PROPERTY................... 23
Item 3. LEGAL PROCEEDINGS......................... 24
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS....................................... 25
PART II
Item 5. MARKET FOR THE REGISTRANT"S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS................... 25
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 26
Item 7. FINANCIAL STATEMENTS...................... 42
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE........ 70
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT.................................. 70
Item 10. EXECUTIVE COMPENSATION................... 70
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT......................... 70
Item 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.................................. 70
Item 13. EXHIBITS AND REPORTS ON FORM 8-K......... 70
Signatures
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS
The Company
BCB Financial Services Corporation (the "Company") is a
Pennsylvania corporation headquartered in Reading, Pennsylvania,
and is a registered bank holding company that operates Berks
County Bank (the "Bank") as its sole, wholly-owned subsidiary.
The Company commenced operations on December 1, 1987 upon the
Bank's formation as a Pennsylvania-chartered bank. At
December 31, 1996, the Company had total consolidated assets,
deposits, and stockholders' equity of $324.5 million,
$264.3 million and $19.7 million respectively. At December 31,
1996, the Company and Berks County Bank had 120 full and part-
time employees.
Berks County Bank
The Bank is a community bank which seeks to provide personal
attention and professional financial assistance to its customers.
The Bank is a locally managed and locally oriented financial
institution established to serve the needs of individuals and
small and medium-sized businesses. The Bank's business
philosophy includes offering direct access to its President and
other officers and providing friendly, informed, and courteous
service, local and timely decision making, flexible and
reasonable operating procedures, and consistently-applied credit
policies.
The Bank is a full-service commercial bank offering a range
of commercial and retail banking services to its clients. These
include personal and business checking and savings accounts,
certificates of deposit, mortgage, home equity and commercial
loans, and private banking services. In addition, the Bank
provides safe deposit boxes, traveler's checks, wire transfer of
funds, ACH (Automated Clearing House) Origination and other
typical banking services. The Bank is a member of the MAC/PLUS
network and provides clients with access to these automated
teller machines. The Bank also makes credit cards available to
its customers through correspondent banking institutions, as well
as offering VISA CheckCard, which has the capability of offering
point-of-sale purchases.
The Bank solicits small and medium-sized businesses located
primarily within the Bank's market area that typically borrow in
the $25,000 to $1.5 million range. In the event that certain
loan requests may exceed the Bank's lending limit to any one
customer, the Bank seeks to arrange such loans on a participation
basis with other financial institutions.
Berks County Bank Subsidiary
The Bank owns a 70% interest in Berks Mortgage Company, a
Pennsylvania trust. The remaining 30% is owned by a mortgage
banking affiliate of the local Coldwell Banker Real Estate
franchise. As a majority-owned subsidiary of Berks County Bank,
Berks Mortgage Company is authorized to engage in full service
mortgage banking in Pennsylvania. At the present time, Berks
Mortgage Company originates loans that are separately
underwritten and funded by Berks County Bank. Berks Mortgage
Company commenced operations in 1995. The overall activity of
Berks Mortgage Company in 1995 and 1996 was immaterial in
relation to the Company taken as a whole.
Background and History
In 1987, Nelson Oswald, the Chairman and President of the
Company and the Bank, identified an opportunity to establish a de
novo bank in Berks County, Pennsylvania that was committed to
serving the commercial and consumer banking needs of individuals
and small businesses. The Berks County banking market was
dominated by very large regional and super regional banks and
thrifts. Mr. Oswald believed that a smaller institution that
focused on customer service and prompt, local decision-making
could be successful. Accordingly, Mr. Oswald recruited a number
of local businessmen to serve on the Board of Directors and
applied for and received a charter from the Pennsylvania
Department of Banking on February 6, 1987. The Bank was granted
Federal Reserve Board membership on December 1, 1987. The
Company initially raised $5.5 million in capital for the Bank
through the sale of its Common Stock and, as a result, the Bank
was granted a Certificate of Authority to commence operations and
did so on December 1, 1987. Additional capital was raised in
1989 through a $2.7 million rights offering to shareholders. The
Company also raised an additional $4.5 million in net capital
during its 1994 Rights and Community offerings.
The Bank's initial business plan called for the Bank to
generate deposits by providing convenient, courteous service,
extended hours and competitive rates. For asset generation, the
Bank intended to target professional and small businesses with
sales under $5 million, with the principal focus on individuals
and companies with sales of less than $1 million, residential
mortgage lending and consumer lending. This was the Bank's
original strategy and it remains the strategy today. Since
inception, the Bank has maintained its focus on successful
implementation of this strategy.
Market Area
The Bank's primary market area consists of Berks County, the
central western portion of Montgomery County, and the southern
half of Schuylkill County. Berks County includes the City of
Reading, which is the county's largest municipality and is the
county seat. Reading has a population of approximately 78,000
and is located approximately 50 miles northwest of Philadelphia.
The central western portion of Montgomery County includes
the Borough of Pottstown and six contiguous townships. The
population of the area is approximately 82,000, based on 1990
census data. The Borough of Pottstown is located just off of
U.S. Route 422, a major expressway connecting Philadelphia to its
bedroom communities.
The Bank's extended market area consists of the adjacent
Pennsylvania counties of Chester, Lehigh, Lancaster and Lebanon.
The Bank currently serves it market area through four full-
service branches. These branches are located in Reading, Exeter
Township, the Borough of Wyomissing Hills, and the Borough of
Pottstown. The Bank also operates mortgage centers and loan
offices which are located in Wyomissing Hills, the Borough of
Pottstown and the Borough of Schuylkill Haven, Schuylkill County.
The Bank has received the necessary approvals from the
various regulatory agencies to open a fifth full-service Branch
office in Muhlenberg Township, Pennsylvania and a sixth full-
service branch office in Cumru Township, Pennsylvania. The
Muhlenberg office is slated to open March 29, 1997 and the Cumru
office is slated to open May 3, 1997.
Supervision and Regulation
Various requirements and restrictions under the laws of the
United States and the Commonwealth of Pennsylvania affect the
Company and the Bank.
General
The Company is a bank holding company subject to supervision
and regulation by the Federal Reserve Board under the Bank
Holding Company Act of 1956, as amended. As a bank holding
company, the Company's activities and those of its subsidiary are
limited to the business of banking and activities closely related
or incidental to banking, and the Company may not directly or
indirectly acquire the ownership or control of more than 5% of
any class of voting shares of substantially all of the assets of
any company, including a bank, without the prior approval of the
Federal Reserve Board.
The Bank is subject to supervision and examination by
applicable federal and state banking agencies. The Bank is a
member of the Federal Reserve System, and therefore, subject to
the regulations of the Federal Reserve Board. The Bank is also a
Pennsylvania-chartered bank subject to supervision and regulation
by the Pennsylvania Department of Banking.
In addition, because the deposits of the Bank are insured by
the FDIC, the Bank is subject to regulation by the FDIC. The
Bank is also subject to requirements and restrictions under
federal and state law, including requirements to maintain
reserves against deposits, restrictions on the types and amounts
of loans that may be granted and the interest that may be charged
thereon, and limitations on the types of investments that may be
made and the types of services that may be offered. Various
consumer laws and regulations also affect the operations of the
Bank. In addition to the impact of regulation, commercial banks
are affected significantly by the actions of the Federal Reserve
Board in attempting to control the money supply and credit
availability in order to influence the economy.
Holding Company Structure
The Bank is subject to restrictions under federal law which
limit its ability to transfer funds to the Company, whether in
the form of loans, other extensions of credit, investments or
asset purchases. Such transfers by the Bank to the Company are
generally limited in amount to 10% of the Bank's capital and
surplus. Furthermore, such loans and extensions of credit are
required to be secured in specific amounts, and all transactions
are required to be on an arm's length basis. The Bank has never
made any loan or extension of credit to the Company nor has it
purchased any assets from the Company.
Under Federal Reserve Board policy, a bank holding company
is expected to act as a source of financial strength to the Bank
and to commit resources to support the Bank, i.e., to downstream
funds to the Bank. This support may be required at times when,
absent such policy, the bank holding company might not otherwise
provide such support. Any capital loans by a bank holding
company to the Bank are subordinate in right of payment to
deposits and to certain other indebtedness of the Bank. In the
event of a bank holding company's bankruptcy, any commitment by
the bank holding company to a federal bank regulatory agency to
maintain the capital of the Bank will be assumed by the
bankruptcy trustee and entitled to a priority of payment.
Regulatory Restrictions on Dividends
Dividend payments by the Bank to the Company are subject to
the Pennsylvania Banking Code of 1965 (the "Banking Code"), the
Federal Reserve Act, and the Federal Deposit Insurance Act (the
"FDIA"). Under the Banking Code, no dividends may be paid except
from "accumulated net earnings" (generally, undivided profits).
Under the Federal Reserve Board's regulations, the Bank cannot
pay dividends that exceed its net income from the current year
and the preceding two years. Under the FDIA, no dividends may be
paid by an insured bank if the bank is in arrears in the payment
of any insurance assessment due to the FDIC. At December 31,
1996, the Bank had the ability to pay $2.89 million in dividends
to the Company, without prior regulatory approval.
State and federal regulatory authorities have adopted
standards for the maintenance of adequate levels of capital by
banks. Adherence to such standards further limits the ability of
the Bank to pay dividends to the Company.
The payment of dividends to the Company by the Bank may also
be affected by other regulatory requirements and policies. If,
in the opinion of the Federal Reserve Board, the Bank is engaged
in, or is about to engage in, an unsafe or unsound practice
(which, depending on the financial condition of the Bank, could
include the payment of dividends), the Federal Reserve Board may
require, after notice and hearing, that the Bank cease and desist
from such practice. The Federal Reserve Board has formal and
informal policies providing that insured banks and bank holding
companies should generally pay dividends only out of current
operating earnings.
FDIC Insurance Assessments
The FDIC has implemented a risk-related premium schedule for
all insured depository institutions that results in the
assessment of premiums based on capital and supervisory measures.
Under the risk-related premium schedule, the FDIC, on a
semiannual basis, assigns each institution to one of three
capital groups (well capitalized, adequately capitalized or under
capitalized) and further assigns such institution to one of three
subgroups within a capital group corresponding to the FDIC's
judgment of the institution's strength based on supervisory
evaluations, including examination reports, statistical analysis
and other information relevant to gauging the risk posed by the
institution. Only institutions with a total capital to risk-
adjusted assets ratio of 10.00% or greater, a Tier 1 capital to
risk-adjusted assets ratio of 6.0% or greater and a Tier 1
leverage ratio of 5.0% or greater, are assigned to the
well-capitalized group.
Over the last two years, FDIC insurance assessments have
seen several changes for both BIF and SAIF institutions. The
most recent change occurred on September 30, 1996, when the
President signed into law a bill designed to remedy the disparity
between BIF and SAIF deposit premiums. The first part of the
bill called for the SAIF to be capitalized by a one-time
assessment on all SAIF insured deposits held as of March 31,
1995. This assessment, which was 65.7 cents per $100 in
deposits, raised approximately $4.7 billion to bring the SAIF up
to its required 1.25 reserve ratio. This special assessment,
paid on November 30, 1996, had no effect on the Bank. The second
part of the bill remedied the future anticipated shortfall with
respect to the payment of FICO interest. For 1997 through 1999,
the banking industry will help pay the FICO interest payments at
an assessment rate that is 1/5 the rate paid by thrifts. The
FICO Assessment on BIF insured deposits is 1.29 cents per $100 in
deposits; for SAIF insured deposits, it is 6.44 cents. Beginning
January 1, 2000, the FICO interest payments will be paid pro-rata
by banks and thrifts based on deposits. At December 31, 1996,
the Company estimated the FICO interest assessment to be
approximately $30,000 for 1997.
Capital Adequacy
The Federal Reserve Board adopted risk-based capital
guidelines for bank holding companies, such as the Company. The
required minimum ratio of total capital to risk-weighted assets
(including off-balance sheet activities, such as standby letters
of credit) is 8.0%. At least half of the total capital is
required to be "Tier 1 capital," consisting principally of common
stockholders' equity, noncumulative perpetual preferred stock and
minority interests in the equity accounts of consolidated
subsidiaries, less goodwill. The remainder ("Tier 2 capital")
may consist of a limited amount of subordinated debt and
intermediate-term preferred stock, certain hybrid capital
instruments and other debt securities, perpetual preferred stock,
and a limited amount of the general loan loss allowance.
In addition to the risk-based capital guidelines, the
Federal Reserve Board established minimum leverage ratio (Tier 1
capital to average total assets) guidelines for bank holding
companies. These guidelines provide for a minimum leverage ratio
of 3% for those bank holding companies which have the highest
regulatory examination ratings and are not contemplating or
experiencing significant growth or expansion. All other bank
holding companies are required to maintain a leverage ratio of at
least 1% to 2% above the 3% stated minimum. The Company is in
compliance with these guidelines. The Bank is subject to similar
capital requirements also adopted by the Federal Reserve Board.
The risk-based capital standards are required to take
adequate account of interest rate risk, concentration of credit
risk and the risks of non-traditional activities.
Interstate Banking
The Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Banking Law"), amended various
federal banking laws to provide for nationwide interstate
banking, interstate bank mergers and interstate branching. The
interstate banking provisions allow for the acquisition by a bank
holding company of a bank located in another state.
Interstate bank mergers and branch purchase and assumption
transactions will be allowed effective June 1, 1997; however,
states may "opt-out" of the merger and purchase and assumption
provisions by enacting a law which specifically prohibits such
interstate transactions. States may, in the alternative, enact
legislation to allow interstate merger and purchase and
assumption transactions prior to June 1, 1997. States may also
enact legislation to allow for de novo interstate branching by
out of state banks. In July of 1995, Pennsylvania adopted "opt-
in" legislation which allows such transactions today, prior to
the June 1, 1997 effective date.
Competition
The Bank faces significant competition from other commercial
banks, savings banks, savings and loan associations and several
other financial or investment service institutions in the
communities it serves. Several of these institutions are
affiliated with major banking and financial institutions which
are substantially larger and have greater financial resources
than the Company and the Bank. As the financial services
industry continues to consolidate, competition affecting the Bank
may increase. For most of the services that the Bank performs,
there is also competition from credit unions and issuers of
commercial paper and money market funds. Such institutions, as
well as brokerage firms, consumer finance companies, factors,
insurance companies and pension trusts, are important competitors
for various types of financial services.
New Financial Accounting Standards
Accounting for Mortgage Servicing Rights
In 1995, the FASB issued Statement No. 122, "Accounting for
Mortgage Servicing Rights", which amends Statement No. 65,
"Accounting for Certain Mortgage Banking Activities". The
Statement applies to all mortgage banking activities in which a
mortgage loan is originated or purchased and then sold or
securitized with the right to service the loan retained by the
seller. The total cost of the mortgage loans is allocated
between the mortgage servicing rights and the mortgage loans
based on their relative fair values. The mortgage servicing
rights are capitalized as assets and amortized over the period of
estimated net servicing income. Additionally, they are subject
to an impairment analysis based on their fair value in future
periods. The Statement was effective for transactions in which
mortgage loans are sold or securitized beginning January 1, 1996.
The impact on the Bank's financial position and results of
operations will be dependent upon the future volume of mortgage
loans sold with servicing rights retained. In 1996, the impact
was immaterial.
Accounting for Stock-Based Compensation
In 1996, the Company adopted Statement No. 123, "Accounting
for Stock-Based Compensation." This standard provides the
Company, with a choice of how to account for the issuance of
stock options and other stock grants. The standard encourages
companies to account for stock options at their fair value and
recognize the expense as compensation over the service period,
but also permits companies to follow existing accounting rules
under Accounting Principles Board Opinion No. 25. Companies
electing to follow APB Opinion No. 25 rules will be required to
disclose pro forma net income and earnings per share information
as if the new fair value approach had been adopted. The Company
is continuing to follow existing accounting rules under APB
Opinion No. 25 for options granted, with pro forma disclosure in
the footnotes to the consolidated financial statements.
Average Balances, Average Rates, and Net Interest Margin
The following table provides an analysis of net interest
income, setting forth for the periods indicated (i) average
assets, liabilities and stockholders' equity, (ii) interest
income earned on interest-earning assets, calculated on a tax-
equivalent basis, interest expense paid on interest-bearing
liabilities, and (iii) average yields earned on interest-earning
assets, calculated on a tax-equivalent basis and average rates
paid on interest-bearing liabilities.
<PAGE>
<TABLE>
<CAPTION>
Years ended December 31, 1996 1995 1994
Interest Interest Interest
(Dollars in thousands) Average Income/ Yield/ Average Income Yield Average Income/ Yield/
Balance Expense(1) Rate(2) Balance Expense(1) Rate(2) Balance Expense(1) Rate(2)
INTEREST-EARNING ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits
at banks $ 8,095 $ 431 5.32% $ 9,716 $ 560 5.76% $ 5,215 $ 208 3.99%
U.S. Treasury 4,168 261 6.26 5,891 382 6.48 5,719 277 4.84
U.S. Government agencies 25,237 1,770 7.01 6,239 397 6.36 3,787 193 5.10
State and municipal(3) 22,003 1,773 8.06 7,336 591 8.06 4,556 363 7.97
Other bonds and securities 1,920 119 6.20 1,177 78 6.63 1,604 95 5.92
Total securities 53,328 3,923 7.36 20,643 1,448 7.01 15,666 928 5.92
Federal funds sold 2,319 121 5.22 1,290 73 5.66 751 31 4.13
Commercial loans(3) 76,196 6,758 8.87 57,443 5,307 9.24 51,538 4,561 8.85
Mortgage loans 78,745 5,952 7.56 66,832 5,124 7.67 60,074 4,510 7.51
Installment loans 15,194 1,324 8.71 9,585 864 9.01 6,823 577 8.46
Total loans(4) 170,135 14,034 8.25 133,860 11,295 8.44 118,435 9,648 8.15
Total interest-earning
assets 233,877 18,509 7.91 165,509 13,376 8.08 140,067 10,815 7.72
Unrealized depreciation on
available for sale
securities (227) (172) (188)
Allowance for loan losses (1,849) (1,492) (1,461)
Non-interest earning assets 15,479 11,821 8,362
Total assets $247,280 $175,666 $146,780
INTEREST-BEARING LIABILITIES:
Demand deposits, interest
bearing $ 68,642 2,582 3.76 28,455 937 3.29 25,546 600 2.35
Savings deposits 11,010 343 3.12 10,162 272 2.68 12,572 306 2.43
Other time deposits 112,498 6,210 5.52 96,129 5,391 5.61 67,110 3,443 5.13
Total deposits 192,150 9,135 4.75 134,746 6,600 4.90 105,228 4,349 4.13
Other borrowed funds 5,803 303 5.22 2,736 141 5.15 2,659 143 5.38
Long-term borrowings 6,742 371 5.50 5,488 285 5.19 12,978 760 5.86
Total interest-bearing
liabilities 204,695 9,809 4.79 142,970 7,026 4.91 120,865 5,252 4.35
Demand deposits, non-
interest bearing 21,127 12,960 9,735
Other non-interest bearing
liabilities 2,718 1,870 1,381
Total liabilities 228,540 157,800 131,981
Redeemable common stock 14 315 639
<PAGE>
Stockholders' equity 18,726 17,551 14,160
Total liabilities,
redeemable common stock
and stockholders' equity $247,280 $175,666 $146,780
Net interest income $ 8,700 $ 6,350 $ 5,563
Net interest margin(5) 3.72% 3.84% 3.97%
</TABLE>
(1) Includes loan fee income.
(2) Yields on investments are calculated on amortized cost.
(3) Full taxable equivalent basis, using a 34% effective tax
rate for 1996, 1995 and 1994 and adjusted for TEFRA
disallowance.
(4) Loans outstanding include non-accruing loans.
(5) Represents the difference between interest earned and
interest paid, divided by average total interest-earning
assets.
Rate/Volume Analysis of Changes in Net Interest Income
The following table sets forth an analysis of volume and
rate changes in net interest income:
<TABLE>
<CAPTION>
1996 vs. 1995 1995 vs. 1994
Change due to Change due to
Average Average Increase Average Average Increase
(Dollars in Thousands) Volume Rate (Decrease) Volume Rate (Decrease)
<S> <C> <C> <C> <C> <C> <C>
Interest earned on:
Interest-bearing deposits
with banks $ 428 $ (557) $ (129) $ 330 $ 22 $ 352
Federal funds sold (42) 90 48 22 20 42
Securities (1) 2,941 (466) 2,475 377 143 520
Loans (1) 3,415 (676) 2,739 1,287 360 1,647
Total interest income $6,742 $(1,609) $5,133 $2,016 $ 545 $2,561
Interest paid on:
Interest-bearing demand
and savings deposits $1,097 $ 619 $1,716 $ 35 $ 268 $ 303
Time deposits under $100,000 724 68 792 1,365 361 1,726
Time deposits $100,000
and above 193 (166) 27 124 98 222
Borrowed funds 2,009 (1,761) 248 (434) (43) (477)
Total interest expense $4,023 $(1,240) $2,783 $1,090 $ 684 $1,774
Net interest income $2,719 $ (369) $2,350 $ 926 $(139) $ 787
</TABLE>
(1) Interest income is reported on a full tax-equivalent
basis. A 34% effective tax rate for 1996, 1995 and
1994 was used and adjusted for TEFRA disallowance.
Interest Rate Sensitivity Analysis
The following table presents a summary of the Bank's
interest rate sensitivity at December 31, 1996, calculated on a
beta-adjusted basis:
<TABLE>
<CAPTION>
Interest Sensitivity at December 31, 1996 (3)
(Dollars in Thousands)
0 days 31 days 61 days 91 days 181 days 1 year
through through through through through through Over 5
30 days 60 days 90 days 180 days 1 year 5 years Years Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans $ 40,111 $ 3,950 $ 3,650 $ 11,511 $ 22,648 $ 83,838 $ 28,440 $194,148
Securities(1) 3,805 - 649 546 2,096 14,432 67,102 88,630
Interest-bearing deposits
& Federal Funds sold 22,697 - - - - - - 22,697
Total $ 66,613 $ 3,950 $ 4,299 $ 12,057 $ 24,744 $ 98,270 $ 95,542 $305,475
Interest-bearing liabilities:
Interest-bearing deposits(2) $ 62,475 $ 3,028 $ 2,538 $ 20,019 $ 29,631 $ 59,243 $ 58,341 $235,275
Borrowed funds 3,718 8,000 10,000 - 2,000 12,000 - 35,718
Non-interest bearing deposits 4,662 - - - - - 24,386 29,048
Total $ 70,855 $ 11,028 $ 12,538 $ 20,019 $ 31,631 $ 71,243 $ 82,727 $300,041
Interest-rate sensitivity gap:
Interval $ (4,242) $ (7,078) $ (8,239) $ (7,962) $ (6,887) $ 27,027 $ 12,815 $ 5,434
Cumulative $ (4,242) $(11,320) $(19,559) $(27,521) $(34,408) $ (7,381) $ 5,434 $ 5,434
Ratio of cumulative gap to
total rate-sensitive assets (1.39%) (3.71%) (6.40%) (9.01%) (11.26%) (2.42%) 1.78% 1.78%
</TABLE>
(1) Maturity of securities is based on maturity date versus call
date; excludes unrealized depreciation on available for sale
securities
(2) All deposits other than time deposits are included in "One
year or less" category
(3) Calculated on a beta-adjusted basis
Loan Portfolio Composition
The following summary sets forth the Company's loans by
major categories as of the dates indicated:
<TABLE>
<CAPTION>
At December 31,
1996 1995 1994 1993 1992
(In thousands)
<S> <C> <C> <C> <C> <C>
Commercial:
Real estate secured $ 55,732 $ 43,057 $ 38,003 $ 33,066 $ 30,935
Non-real estate secured\
unsecured 27,154 18,159 14,826 13,635 14,131
Construction 5,006 3,004 2,577 1,294 2,725
87,892 64,220 55,406 47,995 47,791
Less deferred loan fees (431) (207) (166) (94) (105)
Total Commercial $ 88,323 $ 64,427 $ 55,572 $ 48,089 $ 47,896
Residential:
Mortgages $ 85,027 $ 63,538 $ 58,497 $ 50,155 $ 33,321
Construction 4,666 5,502 5,690 5,556 4,926
89,693 69,040 64,187 55,711 38,247
Less deferred loan fees 184 185 105 43 146
Total Residential $ 89,509 $ 68,855 $ 64,082 $ 55,668 $ 38,101
Consumer:
Installment $ 3,590 $ 2,468 $ 1,732 $ 1,535 $ 1,317
Home equity lines-secured 11,832 11,512 5,030 4,627 4,716
Lines of credit-unsecured 840 666 529 559 475
16,262 14,646 7,291 6,721 6,508
Less deferred loan fees (54) (37) (26) (22) (21)
Total Consumer $ 16,316 $ 14,683 $ 7,317 $ 6,743 $ 6,529
Loans, net of deferred
loan fees $194,148 $147,965 $126,971 $110,500 $ 92,526
</TABLE>
Loan Maturity and Interest Rate Sensitivity
The amount of loans outstanding by category as of
December 31, 1996, which are due in (i) one year or less,
(ii) more than one year through five years and (iii) over five
years, is shown in the following table. Loan balances are also
categorized according to their sensitivity to changes in interest
rates.
At December 31, 1996
More Than
One Year
Through Over
One Year Five Five Total
or Less Years Years Loans
(Dollars in Thousands)
Commercial, construction,
other $46,140 $34,631 $ 7,592 $ 88,363
Mortgage 22,969 45,813 20,729 89,511
Installment 12,761 3,394 119 16,274
Total (1) $81,870 $83,838 $28,440 $194,148
Loans with fixed rate $36,131 $67,502 $26,499 $130,132
Loans with floating rate 45,739 16,336 1,941 64,016
Total $81,870 $83,838 $28,440 $194,148
Percent composition by
maturity 42.17% 43.18% 14.65% 100.00%
Fixed rate loans as a
percentage of total
loans maturing 18.61% 34.77% 13.65% 67.03%
Floating rate loans as
a percentage of total
loans maturing 23.56% 8.41% 1.00% 32.97%
(1) Includes deferred loan fees
In the ordinary course of business, loans maturing within
one year may be renewed, in whole or in part, as to principal
amount, at interest rates prevailing at the date of renewal.
At December 31, 1996, 67.03% of total loans were fixed rate
compared to 70.57% at December 31, 1995. For additional
information regarding interest rate sensitivity, see
"Management's Discussion and Analysis of Financial Condition and
Results of Operations - Interest-Rate Risk Management."
Loan Portfolio, Credit Quality and Income Recognition
The Company's written lending policies require underwriting,
loan documentation and credit analysis standards to be met prior
to funding any loan. After the loan has been approved and
funded, continued periodic review is required. In addition, due
to the secured nature of residential mortgages and the smaller
balances of individual installment loans, sampling techniques are
used on a continuing basis for credit reviews in these loan
areas. The Bank has a policy to discontinue accrual of interest
income within ten days following the month end in which a loan
becomes 90 days past due in either principal or interest, except
for those insured for credit loss. In addition, if circumstances
warrant, accrual of interest may be discontinued prior to 90
days. In all cases, any payments received on non-accrual loans
are credited to principal until full recovery of past due
payments has been recognized, and the loan is not restored to
accrual status until the customer becomes and remains current for
six consecutive payments. Loans are charged off, in whole or in
part, upon determination that a loss is anticipated. Non-accrual
and large delinquent loans are reviewed monthly to determine
potential losses.
The following summary shows information concerning loan
delinquency and other non-performing assets at December 31, 1996,
1995, 1994, 1993 and 1992.
<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loans accruing, but past due 30 to
89 days $2,913 $3,214 $ 587 $ 672 $1,152
Loans accruing, but past due 90 days
or more $ 187 $ 231 $ 41 $ 39 $ 182
Total non-accrual loans $2,603 $1,463 $2,893 $1,893 $1,808
Restructured loans 79 85 91 --- ---
Foreclosed real estate 762 1,316 --- 754 1,418
Total non-performing assets (1) $3,444 $2,864 $2,984 $2,647 $3,226
Loans accruing, but past due 30 to
89 days, as a percentage of total
loans, net of unearned income 1.50% 2.17% 0.46% 0.61% 1.25%
Non-accrual loans as a percentage of
total loans, net of unearned
income 1.34% 0.99% 2.28% 1.71% 1.95%
Non-performing assets as a percentage
of total assets 1.06% 1.39% 1.93% 1.83% 2.48%
________________
</TABLE>
(1) Non-performing assets are comprised of (i) loans that are on
a non-accrual basis, (ii) foreclosed real estate and
(iii) restructured loans. All loans, except for loans that
are insured for credit loss, are place on non-accrual status
upon becoming 90 days past due in either principal or
income.
Restructured loans are loans whose terms have been modified,
because of a deterioration in the financial position of the
borrower, to provide for a reduction of either interest or
principal. At December 31, 1996, there was one restructured loan
in the amount of $79,017 and the same restructured loan at
December 31, 1995 in the amount of $84,517.
At December 31, 1996, the Company had no foreign loans and
no loan concentrations exceeding 10% of total loans not disclosed
in the table herein, under the category "Loan Portfolio
Composition." "Loan concentrations" are considered to exist when
there are amounts loaned to a multiple number of borrowers
engaged in similar activities that would cause them to be
similarly impacted by economic or other conditions.
Foreclosed real estate is initially recorded at fair value,
net of estimated selling costs at the date of foreclosure,
establishing a new cost basis. After foreclosure, valuations are
periodically performed by management and the assets are carried
at the lower of cost or fair value, less estimated costs to sell.
Revenues and expenses from operations and changes in the
valuation allowance are included in other expenses.
Potential problem loans consist of loans which are included
in performing loans, but for which potential credit problems of
the borrowers have caused management to have serious doubts as to
the ability of such borrowers to continue to comply with present
repayment terms. At December 31, 1996, all identified potential
problem loans were included in the preceding table except for
$470,000 of loans included on the Bank's internal watch list.
The bank had no credit exposure to "highly leveraged
transactions" at December 31, 1996, as defined by the Federal
Reserve Board.
Allowances for Loan Losses
A detailed analysis of the Company's allowance for loan
losses for the years ended December 31, 1996, 1995, 1994, 1993
and 1992 is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994 1993 1992
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of year: $ 1,674 $ 1,437 $ 1,447 $ 1,932 $ 1,414
Charge-offs:
Commercial 90 222 56 579 784
Real estate-mortgage 329 173 49 267 348
Consumer 29 10 3 24 16
Total charge-offs $ 448 $ 405 $ 108 $ 870 $ 1,148
Recoveries:
Commercial 62 102 39 65 33
Real estate - mortgage 24 20 32 107 11
Consumer 2 2 5 3 3
Total recoveries $ 88 $ 124 $ 76 $ 175 $ 47
Net charge-offs 360 281 32 695 1,101
Provision for loan losses 687 518 22 210 1,619
Balance at end of year $ 2,001 $ 1,674 $ 1,437 $ 1,447 $ 1,932
Average loans outstanding(1) $170,135 $133,860 $118,435 $100,235 $99,273
As a percent of average loans(1):
Net charge-offs 0.21% 0.21% 0.03% 0.69% 1.11%
Provision for loan losses 0.40% 0.39% 0.02% 0.21% 1.63%
Allowance for loan losses 1.18% 1.25% 1.21% 1.44% 1.95%
Allowance as a percent of each
of the following:
Total loans, net of
unearned income 1.03% 1.13% 1.13% 1.31% 2.09%
Total delinquent loans
(past due 30 to 89 days) 68.69% 52.08% 244.80% 215.33% 167.71%
Total non-accrual loans 76.87% 114.42% 49.67% 76.44% 106.86%
_____________________
</TABLE>
(1) Includes non-accruing loans.
Management makes a monthly determination as to an
appropriate provision from earnings necessary to maintain an
allowance for loan losses that is adequate for potential yet
undetermined losses. This determination necessarily includes a
review of loans that are current, but for which management has
determined for a variety of reasons require more careful
monitoring going forward. The dollar amount charged to earnings
is determined based upon several factors including: a continuing
review of delinquent, classified and non-accrual loans, large
loans, and overall portfolio quality; regular examination and
review of the loan portfolio by regulatory authorities;
analytical review of loan charge-off experience, delinquency
rates, other relevant historical and peer statistical ratios; and
management's judgment with respect to local and general economic
conditions and their impact on the existing loan portfolio.
Determining the appropriate level of the allowance for loan
losses at any given date is difficult, particularly in a
continually changing economy. In management's opinion, the
allowance for loan losses was adequate at December 31, 1996.
The Bank's management is unable to determine in what loan
category future charge-offs and recoveries may occur. The
following schedule sets forth the allocation of the allowance for
loan losses among various categories. At December 31, 1996,
approximately 35.98% of the allowance for loan losses is
allocated to general risk to protect the Bank against potential
yet undetermined losses. The allocation is based upon historical
experience. The entire allowance for loan losses is available to
absorb future loan losses in any loan category.
<TABLE>
<CAPTION>
AT DECEMBER 31,
1996 1995 1994 1993 1992
Percent Percent Percent Percent Percent
of Loans of Loans of Loans of Loans of Loans
in Each in Each in Each in Each in Each
Category Category Category Category Category
Amount to Loans(1) Amount to Loans(1) Amount to Loans(1) Amount to Loans(1) Amount to Loans(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Allocation of
allowance for Loan
losses:
Commercial $ 652 42.91% $ 420 41.51% $ 692 41.59% $ 806 42.35% $1,009 48.82%
Mortgage 434 43.70% 336 42.82% 298 46.11% 265 45.35% 172 35.85%
Installment 122 8.40% 110 9.92% 55 5.78% 50 6.10% 49 7.06%
Construction 73 4.99% 64 5.75% 62 6.52% 57 6.20% 57 8.27%
General allowance 720 744 330 269 645
Total $2,001 $1,674 $1,437 $1,447 $1,932
</TABLE>
(1) Loans, net of unearned income.
Investment Portfolio
A summary of securities available for sale and securities
held to maturity at December 31, 1996, 1995, and, 1994 follows.
<TABLE>
<CAPTION>
Securities Securities
Available for Sale Held To Maturity
at December 31, at December 31,
1996 1995 1994 1996 1995 1994
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C> <C> <C>
U.S. treasury $ 3,465 $ 5,450 $ 6,468 $ - $ - $ -
U.S. government agencies 18,000 3,757 3,856 24,253 3,002 -
State and municipal 23,275 6,978 - 10,787 6,205 4,070
Mortgage-backed and asset
backed securities(1) 4,357 2,807 635 - - -
Other securities(2) 4,467 1,134 1,205 25 - -
Total amortized cost of
securities $53,564 $20,126 $12,164 $35,065 $ 9,207 $ 4,070
Total fair value of
securities $53,489 $20,359 $11,695 $35,147 $ 9,367 $ 3,979
</TABLE>
(1) At December 31, 1996, 1995 and 1994, approximately 100% of
these obligations represented U.S. Agency Issued Securities.
(2) At December 31, 1996, this was comprised mostly of a
Pennsylvania community bank, Federal Home Loan Bank and
Federal Reserve Bank Stock.
The following table presents the maturity distribution and
weighted average yield of the securities portfolio of the Company
at December 31, 1996. Weighted average yields on tax-exempt
obligations have been computed on a fully taxable equivalent
basis.
<TABLE>
<CAPTION>
Available for Sale
December 31, 1996
(In Thousands)
After 1 Year After 5 Years After 10 Years
But But or no
Within 1 Year Within 5 Years Within 10 Years maturity(1) Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Amortized Cost:
U.S. treasury securities $1,992 6.647% $ 1,473 7.083% $ - 0% $ 0 0% $ 3,465 6.833%
U.S. government agencies 1,000 6.840 11,000 6.809 5,500 7.464 500 7.070 18,000 7.018
State and municipal - - - - - - 23,275 7.825 23,275 7.825
Mortgage-Backed and asset-
backed securities - - - - - - 4,357 5.873 4,357 5.873
Other securities 3,804 6.250 - - - - 663 3.938 4,467 5.907
Total securities
available for sale $6,796 6.453% $12,473 6.841% $5,500 7.464% $28,795 7.427% $53,564 7.171%
<CAPTION>
Held to Maturity
December 31, 1996
(In Thousands)
After 1 Year After 5 Years After 10 Years
But But or no
Within 1 Year Within 5 Years Within 10 Years maturity(1) Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Amortized Cost:
U.S. treasury securities $ - -% $ - -% $ - -% $ - -% $ - -%
U.S. government agencies - - - - 14,981 7.488 9,272 7.576 24,253 7.522
State & municipal 299 8.488 1,959 7.103 736 7.793 7,793 8.092 10,787 7.903
Mortgage-backed and
asset backed securities
Other securities - - - - 25 7.500 - - 25 7.500
Total securities held
to Maturity $ 299 8.488% $1,959 7.103% $15,742 7.502% $17,065 7.812% $35,065 7.639%
</TABLE>
(1) The majority of the securities listed in this category
are callable within five years.
The Bank maintains a securities portfolio for the secondary
application of funds as well as a secondary source of liquidity.
At December 31, 1996, securities having an amortized cost of
$5.0 million were pledged as collateral for public funds and
other purposes as required or permitted by law.
Neither the Company nor the Bank hold securities of any one
issuer, excluding U.S. treasury and U.S. agencies, that exceeded
10% of stockholders' equity at December 31, 1996 or 1995.
Deposit Structure
The following is a distribution of the average balances of
the Bank's deposits and the average rates paid thereon for the
years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
At December 31,
1996 1995 1994
Amount Rate Amount Rate Amount Rate
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Demand--non-interest
bearing $ 21,127 ----% $ 12,960 ----% $ 9,735 ----%
Demand--interest-
bearing 68,642 3.76% 28,455 3.29% 25,546 2.35%
Savings 11,010 3.12% 10,162 2.68% 12,572 2.43%
Time, $100,000 and
over 9,965 5.52% 9,221 5.77% 6,428 4.82%
Time, other 102,533 5.52% 86,908 5.59% 60,682 5.16%
Total deposits $213,277 4.28% $ 147,706 4.47% $114,963 3.78%
</TABLE>
The following is a breakdown, by maturities, of the
Company's time certificates of deposit issued in denominations of
$100,000 or more as of December 31, 1996, 1995 and 1994.
Certificate of $100,000
or more at December 31,
1996 1995 1994
(In Thousands)
Maturing in:
Three months or less $ 2,866 $3,915 $ 812
Over three through six months 2,416 1,120 1,301
Over six through twelve months 2,539 976 1,865
Over twelve months 4,550 2,367 2,632
Total $12,371 $8,378 $6,610
Long-Term Debt
The Bank maintains a U.S. Treasury tax and loan note option
account for the deposit of withholding taxes, corporate income
taxes and certain other payments to the federal government.
Deposits are subject to withdrawal and are evidenced by an open-
ended interest-bearing note. Borrowings under this note option
account were $718,399 and $289,940 at December 31, 1996 and 1995,
respectively.
The Bank has a flexible line of credit commitment available
from the Federal Home Loan Bank for borrowings of up to
approximately $9,800,000, expiring September 11, 1997. There
were no borrowings under this line of credit at December 31, 1996
and 1995. The line of credit interest rate at December 31, 1996
was 7.23%.
The Bank has other short-term borrowings from the Federal
Home Loan Bank at December 31, 1996 and 1995 in the amount of
$13,000,000 and $2,000,000, respectively. The December 31, 1996
balance outstanding is due in 1997, at an average interest rate
of 5.41%.
Long-term debt consisted of the following at December 31,
1996 and 1995:
1996 1995
Advances from the Federal Home Loan
Bank bearing interest at a weighted
average rate of 5.49% and 4.89% as
of December 31, 1996 and 1995,
respectively $22,000,000 $ 4,000,000
Maturities of long-term debt at December 31, 1996 are as
follows:
1997 $ -
1998 2,000,000
1999 5,000,000
2000 -
2001 15,000,000
$22,000,000
The Bank has maximum borrowing capacity with the Federal
Home Loan Bank of approximately $122,490,000. Advances from the
Federal Home Loan Bank are secured by qualifying assets of the
Bank.
<PAGE>
Financial Ratios
The following ratios for the Company are among those
commonly used in analyzing financial statements of financial
services companies:
Years Ended December 31,
1996 1995 1994
Selected Financial Ratios:
Return on average assets 0.77% 0.51% 0.93%
Return on average stockholders'
equity 10.16 5.14 9.65
Return on average stockholders'
equity and redeemable
common stock 10.15 5.05 9.23
Net interest margin(1) 3.72 3.84 3.97
Allowance for loan losses as
a percentage of loans, net
of unearned income 1.03 1.13 1.13
Allowance for loan losses as a
percentage of non-accrual loans 76.87 114.42 49.67
Non-accrual loans as a
percentage of total loans 1.34 0.99 2.28
Non-performing assets as a per-
centage of total assets(2) 1.06 1.39 1.93
Net charge-offs as a
percentage of average loans,
net of unearned income 0.21 0.21 0.03
Tier 1 capital to risk-
weighted assets(3)(4) 10.39 12.43 15.69
Leverage ratio(3)(4)(5) 6.82 9.30 11.93
Total capital to risk-
weighted assets(3)(4) 11.44 13.58 16.95
Total stockholders' equity
to total assets(6) 7.57 9.99 9.65
Total stockholders' equity
and redeemable common stock
to total assets(6) 7.58 10.17 10.08
Dividend payout ratio 22.86 36.81 15.37
Per Share Data:
Earnings per share(7)(10) $ 0.91 $ 0.43 $ 0.75
Cash dividends declared
per share(10) $ 0.21 $ 0.16 $ 0.12
Book value per share
(including allowance for
loan losses)(8)(9)(10) $10.48 $ 9.72 $ 9.11
Book value per share
(excluding allowance for
loan losses)(8)(9)(10) $ 9.52 $ 8.91 $ 8.41
Average shares
outstanding(9)(10) 2,069,796 2,069,560 1,741,850
<PAGE>
(1) Represents net interest income as a percentage of average
total interest-earning assets, calculated on a full
tax-equivalent basis.
(2) Non-performing assets are comprised of (i) loans which are
on a nonaccrual basis (loans which are contractually past
due 90 days or more as to interest or principal payments and
which are not insured for credit loss), (ii) foreclosed real
estate (assets acquired in foreclosure) and
(iii) restructured loans.
(3) Based on Federal Reserve Board risk-based capital
guidelines.
(4) Redeemable common stock has been excluded from this
computation for 1995 and 1994.
(5) The leverage ratio is defined as the ratio of Tier 1 capital
to average total assets.
(6) Based upon average balances for the respective year.
(7) Based upon average shares and common share equivalents
outstanding.
(8) Based upon total shares issued and outstanding at the end of
each respective year.
(9) Including redeemable common stock.
(10) Average shares outstanding and per common share data are
adjusted for all stock dividends and stock splits effected
through December 31, 1996.
Item 2. DESCRIPTION OF PROPERTY
All property is owned or leased by the Bank. The Company
does not own or lease any property. As of December 31, 1996, the
Bank owned, in fee, one property--the land and building at the
site of its branch location at High and Wilson Streets,
Pottstown, Montgomery County, Pennsylvania.
The Bank leases the land upon which it constructed the
branch office it owns on Route 422 East and Gibraltar Road,
Exeter Township, Berks County, Pennsylvania. This lease expires
in June of 1999 and has renewal options for twenty years
thereafter. The lease expense for this land was $42,738 and
$43,631 in 1995 and 1996, respectively. The lease expense for
1997 will be $44,940. The Bank also leases land located on State
Hill Road, Wyomissing Hills, Berks County, Pennsylvania, upon
which it constructed its Wyomissing Hills branch. The total term
of the lease of the land upon which it constructed the Wyomissing
Hills facility is twenty-nine years, eleven months, expiring
November, 2024. The lease expense for 1995 and 1996 was $37,100
and $40,986, respectively. The lease expense for 1997 will be
$42,052.
The Bank also leases the land upon which it is currently
constructing its Muhlenberg Township branch. The branch is
expected to open March 29, 1997. The total term of the lease is
three years, expiring November, 1999. At the conclusion of the
lease, the Bank will purchase the land for $375,000. The monthly
lease payments are fixed at $3,750 per month until the end of the
lease. The Bank also leases the land upon which it is currently
constructing its Cumru Township branch. The branch is expected
to open May 3, 1997. The total term of the lease is ten years,
expiring in January, 2007. At the conclusion of the lease, the
Bank will purchase the land for $400,000. The monthly lease
payments are fixed at $4,000 until the end of the lease.
The Bank also leases space for its main branch and
executive/administrative offices at 400 Washington Street,
Reading, Pennsylvania. The space consists of a first floor
location for the Bank branch and office space on the second,
eighth, ninth and twelfth floors for lending and operations
staff. The space is leased under separate leases that, in the
aggregate, required annual lease payments of $164,297 and
$158,896 in 1996 and 1995, respectively, and will require lease
payments of $134,813 in 1997. The leases expire at various dates
through 1998. The Bank has options to renew the terms of the
leases for additional periods.
The Bank leases space for its Mortgage Center and Loan
Office at Two Woodland Road in Wyomissing, Pennsylvania. The
lease expires in February of 1998 and has three renewal options
of one year each. The annual lease expense in 1996 and 1995 was
$39,000 and $32,500, respectively. The lease expense for 1997
will be $40,000.
The Bank also is leasing space for a Mortgage Center and
Loan Office at 108 East Main Street, Schuylkill Haven, Schuylkill
County, Pennsylvania. The lease expires in November of 1997 and
has four additional extensions of six months each. The annual
lease expense in 1996 was $450. The lease expense for 1997 will
be $4,950.
In addition to its branches and offices, the Bank operates a
"free standing" automated teller machine at a location owned by
St. Joseph's Hospital, Reading, Pennsylvania.
Item 3. LEGAL PROCEEDINGS
The Company from time to time is a party (plaintiff or
defendant) to lawsuits which are in the normal course of the
Company's business. While any litigation involves an element of
uncertainty, management, after reviewing pending legal actions
with its legal counsel, is of the opinion that the liability of
the Company, if any, resulting from such actions will not have a
material effect on the financial condition or results of
operations of the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR THE REGISTRANT"S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Shares of the Company's common stock are traded in the
over-the-counter market and are quoted on the National
Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market System under the symbol "BCBF".
Herzog, Heine and Geduld, Inc., Legg Mason Wood Walker, Inc.,
Ryan Beck and Co., F. J. Morrissey & Co., Inc., and Wheat First
Butcher Singer all make markets in the Company's common stock.
At March 3, 1997, the total number of holders of record of
the Company's common shares was 1,424.
The table below presents the high and low trade prices
reported for the Company's common shares and the cash dividends
declared on such common shares for the periods indicated. The
range of high and low prices is based on trade prices reported on
NASDAQ.
Market quotations reflect inter-dealer prices, without
retail mark-up, mark-down, or commission, and may not necessarily
reflect actual transactions.
<TABLE>
<CAPTION>
Dividends
Year Quarter High Low Per Share
<S> <C> <C> <C> <C>
1996 4th 12-15/16 10-13/16 $.06
3rd 12-15/16 11-7/8 .05
2nd 12-11/16 11-7/8 .05
1st 15-3/4 12-1/16 .05
1995 4th 9-3/4 8-1/2 .04
3rd 9-3/4 8-3/4 .04
2nd 10-1/8 9-5/16 .04
1st 11-1/16 9-5/8 .04
</TABLE>
All price information in the table has been adjusted
retroactively to reflect a 5% stock dividend paid on October 23,
1995 and a 6 for 5 stock split paid on November 19, 1996.
For certain limitations on the Bank's ability to pay
dividends to the Company, see "Description of Business -
Supervision and Regulation" hereof and Note 18 to "Notes to
Consolidated Financial Statements."
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial Condition Highlights
BCB Financial Services Corporation's (the "Company's") total
assets increased 57.0% from $206.7 million at December 31, 1995
to $324.5 million at year-end 1996. During the same period, net
loans increased by 31.3% to $192.1 million, and securities
increased by 199.5% to $88.6 million. The increase in securities
was due primarily to the net purchase of $33.1 million in
available for sale securities and $25.9 million in held to
maturity securities as part of an arbitrage strategy by the Bank
to increase earnings. Cash and amounts due from banks,
interest-bearing deposits (which are held at the Federal Home
Loan Bank, "FHLB"), and federal funds sold are all liquid funds.
The aggregate amount in these three categories increased by $11.0
million to $31.7 million at December 31, 1996 from $20.7 million
at December 31, 1995, primarily due to a greater amount of growth
in deposits during 1996 than the amount of growth in loans and
securities. Amounts due from mortgage investors increased from
$3.2 million at year-end 1995 to $3.5 million at year-end 1996.
These amounts represent loans originated by the Bank for other
mortgage investors/ lenders under standing commitments. These
loans are temporarily funded for such investors for periods
ranging from three to twenty-one days after origination. Bank
premises and equipment, net of accumulated depreciation,
increased from $3.5 million at year-end 1995 to $4.4 million at
year-end 1996. The increase of $0.9 million was mainly
attributable to the acquisition of land for construction of two
new branch sites in Muhlenberg and Shillington. These offices
are expected to open in the first and second quarters of 1997,
respectively.
Foreclosed real estate decreased from $1.3 at December 31,
1995 to $0.8 million at December 31, 1996. Foreclosed real
estate is comprised of property acquired through a foreclosure
proceeding or acceptance of a deed-in-lieu of foreclosure.
Total liabilities increased by $116.6 million, or 62.0%,
from $188.2 million at year-end 1995 to $304.8 million at
December 31, 1996. During this period, deposits increased by
46.9% from $179.9 million at year-end 1995 to $264.3 million at
December 31, 1996. The deposit mix changed considerably during
1996 because the Bank placed greater emphasis upon the generation
of money market deposits which was accomplished due to raising
the rate of interest paid for money market deposits and by
offering no-fee, "free" personal and business checking while most
competitors charged fees for these products. The aggregate
amount of demand and savings deposits, which are lower in rate
than time deposits, increased $66.1 million, or 87.1% from $75.9
million at December 31, 1995 to $142.0 million at December 31,
1996. As a percentage of total deposits, aggregate demand and
savings deposits increased from 42.2% at December 31, 1995 to
53.7% at December 31, 1996. Aggregate demand deposits include
non-interest bearing demand, interest checking (NOW) and money
market deposits. Certificates of deposit increased $18.2 million
or 17.5% from $104.1 million at year-end 1995 to $122.3 million
at December 31, 1996. As a percentage of total deposits,
certificates of deposit decreased from 57.8% at December 31, 1995
to 46.3% at December 31, 1996. The proceeds from the increase in
deposits were used to fund new loans, new security purchases and
increases in bank premises and equipment. Other borrowed funds
increased $11.4 million from $2.3 million at year-end 1995 to
$13.7 million at year-end 1996. The increase was primarily the
result of $11.0 million in net new FHLB advances with a maturity
date of less than one year. Long-term borrowed funds increased
$18.0 million from $4.0 million at year-end 1995 to $22.0 million
at year-end 1996. This increase was as a result of $18.0 million
in new FHLB advances with a maturity date greater than one year.
The Company increased its FHLB borrowings as part of an on-going
arbitrage strategy to increase earnings, while also managing
interest-rate risk and liquidity.
Stockholders' equity increased $1.4 million or 7.7% to $19.7
million at December 31, 1996, compared to $18.3 million at
December 31, 1995. The increase in stockholders' equity is
primarily attributable to the net income earned in 1996, net of
cash dividends declared of $0.4 million, and the transfer of
redeemable common stock into stockholders' equity. The Company
transferred 12,539 shares back to stockholders' equity from
redeemable common stock due to the expiration of the three-year
rescission period applicable to the sale of shares in
unregistered transactions several years ago. The change in net
unrealized appreciation (depreciation) on securities available
for sale, net of taxes, went from $156,670 appreciation at
December 31, 1995 to ($49,408) depreciation at December 31, 1996.
FASB statement number 115 requires companies to record the net
change in unrealized appreciation (depreciation) on securities
available for sale, net of deferred taxes, as an adjustment to
stockholders' equity. Thus, when interest rates rise, the fair
value of debt securities generally declines, thereby reducing
equity. When interest rates fall, the fair value of debt
securities generally increases, thereby increasing equity.
Retained earnings increased by $1.5 million from $3.2
million at December 31, 1995 to $4.7 million at December 31,
1996. The increase was the result of $1.9 million of net
earnings, less the declaration of $0.4 million in cash dividends.
Results of Operations for the Years Ended
December 31, 1996 and 1995
Overview
The Company's net income for the year-ended December 31,
1996 was $1.9 million, increasing by 111.1 %, from $0.9 million
for 1995. The increase in net income for 1996 compared to 1995
was largely attributable to an increase in net interest income.
This increase was a result of several arbitrage strategies
implemented by the asset/liability committee.
Analysis of Net Interest Income
Historically, the Company's earnings have depended primarily
upon the Bank's net interest income, which is the difference
between interest earned on interest-earning assets and interest
paid on interest-bearing liabilities. The Company's net interest
income, calculated on a tax-equivalent basis, increased $2.3
million, or 35.9%, to $8.7 million during 1996 from $6.4 million
during 1995. The increase in net interest income was primarily
due to an increase in average interest-earning assets and a
decrease in average rates paid on average interest-bearing
liabilities. Interest income, on a tax-equivalent basis,
increased $5.1 million, or 38.1%, from $13.4 million in 1995 to
$18.5 million in 1996, while interest expense increased $2.8
million, or 40.0%, from $7.0 million in 1995 to $9.8 million in
1996.
Net interest margin decreased 12 basis points to 3.72% for
the year-ended December 31, 1996 compared to 3.84% for the
year-ended December 31, 1995, calculated on a tax-equivalent
basis. Net interest margin is the difference between interest
earned and interest paid, divided by average total interest-
earning assets. Net interest margin decreased in 1996 due
primarily to a decrease in the average yield on interest-earning
assets -- specifically loans. This was due in large part to the
prime rate dropping 25 basis points in February of 1996 from
8.50% to 8.25% and increased competition for small business and
personal loans. In 1996, the average yield on interest-earning
assets, on a tax-equivalent basis, decreased 17 basis points, or
2.1%, to 7.91% compared to 8.08% for the prior year-ended
December 31, 1995.
To the extent that the Company chooses to invest in tax-free
securities or extend tax-free loans, the Company's tax expense
can be reduced from the statutory rate of 34% to an effective
rate below that level. The amount of tax that is saved by the
acquisition of tax-free assets is included in interest income for
purposes of calculating the tax-equivalent yield on earning
assets. During 1996, the Company significantly increased its
investments in State and Municipal Securities, which are
substantially tax-free, except for the disallowance of the
deduction of twenty percent of interest expense on deposits or
liabilities used to fund these investments, in accordance with
the Federal tax laws governing bank qualified securities.
Net interest income is affected by changes in the mix of the
volume and rates of interest-earning assets and interest-bearing
liabilities. The Average Balances, Average Rates, and Net
Interest Margin table provides an analysis of net interest income
on a tax-equivalent basis, setting forth for the periods
(i) average assets, liabilities and stockholders' equity,
(ii) interest income earned on interest-earning assets and
interest expense paid on interest-bearing liabilities,
(iii) average yields earned on interest-earning assets and
average rates paid on interest-bearing liabilities, and (iv) the
Bank's net interest margin (net interest income as a percentage
of average total interest-earning assets). See "Description of
Business - Average Balances, Average Rates, and Net Interest
Margin."
The Company's total interest income on a tax-equivalent
basis increased by $5.1 million during 1996 over the previous
year from $13.4 million in 1995 to $18.5 million in 1996.
Interest and fees on loans increased $2.7 million, from $11.3
million at December 31, 1995 to $14.0 million at December 31,
1996, which was as a result of an increase in average loan
volume, from $133.9 million at December 31, 1995, to $170.1
million at December 31, 1996. Also contributing to the increase
in total interest income was an increase in interest and dividend
income on securities of $2.5 million, from $1.4 million in 1995,
to $3.9 million in 1996. This increase in investment income was
the result of a combination of an increase in the average balance
of securities owned in 1996 versus 1995, from $20.6 million to
$53.3 million, and an increase in the tax-equivalent yield on the
average balance in securities held, from 7.01% in 1995 to 7.36%
in 1996. The increase in yield was largely the result of the
Company's strategy to increase its holdings in State and
Municipal securities located primarily in the Commonwealth of
Pennsylvania, many of which are school district obligations with
underlying insurance, and carrying a triple A rating by Moodys or
a triple A rating by Standard and Poor. The Company has elected
during the past several years to maintain the bulk of its excess
liquidity in an interest-bearing account at the Federal Home Loan
Bank of Pittsburgh instead of selling it overnight as Federal
Funds Sold. By doing this during 1996, the Company increased its
yield on its deposits at the FHLB by 10 basis points over what it
could have earned in Federal Funds Sold, an average yield of
5.32% versus 5.22%. Plus, the FHLB affords the Company the
protection of an AAA/Aaa rated institution by Moodys and Standard
and Poor, since it is a quasi-Federal government agency.
The Company's total interest expense increased $2.8 million,
or 40.0%, to $9.8 million in 1996 from $7.0 million in 1995.
This increase was due to an increase in the volume of average
interest-bearing liabilities of $61.7 million, or 43.2%, to
$204.7 million for the year-ended December 31, 1996 versus $143.0
million for the year-ended December 31, 1995. The average rate
paid on interest-bearing liabilities decreased 12 basis points,
or 2.4%, from 4.91% for 1995 compared to 4.79% for 1996. This
decrease reflected a shift of the Bank's customers deposit mix
from higher cost certificates of deposit to lower yielding money
market savings and checking in 1996 versus 1995.
In September of 1996 the Company elected to increase the
rate on money market savings deposits to 4.20% APY (annual
percentage yield). The Company has guaranteed a minimum of that
APY for all money market savings accounts opened as of
December 31, 1996 and having balances of $1,000 or more, through
June 30, 1998. The Bank's total balance in money market savings
deposits increased $48.3 million during 1996, or 114.2% from
$42.3 million at December 31, 1995, to $90.6 million at
December 31, 1996. While this strategy contributed to the
increase in the Company's interest expense during 1996, the
Company believes that in the long run the average rate paid on
money market savings deposits will be significantly below the
average rate paid on certificates of deposit, justifying the
above-market money market deposit rates. At December 31, 1995,
total money market savings deposits were 23.5% of total deposits
and 26.2% of total interest-bearing deposits. At December 31,
1996, the percentage that total money market savings deposits
were of total deposits and total interest-bearing deposits,
increased to 34.3% and 38.5%, respectively.
Interest expense on certificates of deposit increased $0.8
million, or 14.8%, from $5.4 million during 1995 to $6.2 million
in 1996. This increase was due to an increase in the average
volume of certificates of deposit in the amount of $16.4 million,
or 17.1%, from $96.1 million in 1995 to $112.5 million in 1996.
Interest expense on other borrowed funds and long-term
borrowings increased in 1996 to $0.7 million from $0.4 million as
the average balance increased to $12.5 million in 1996 from $8.2
million in 1995. The increase, along with the increase in
deposits and other borrowed funds, funded purchases of securities
and loans as part of an on-going arbitrage program that's primary
purpose was to increase earnings while also managing interest-
rate risk and liquidity. Another integral part of this strategy
was to aggressively promote "free" non-interest bearing business
and personal demand (checking) accounts. This strategy is
continuing throughout 1997 in an on-going effort by the Company
to lower its overall cost of funds. During 1996, the Bank
enjoyed a great deal of success in attracting non-interest
bearing business and personal demand (checking) deposits, as the
balance increased from $18.4 million at December 31, 1995 to
$29.0 million at December 31, 1996, an increase of $10.6 million,
or 57.6%. On an average balance basis, the increase from 1995 to
1996 was $8.1 million, or 62.3%, from $13.0 million in 1995 to
$21.1 million in 1996. To the extent the Company is successful
in increasing its non-interest bearing deposits as a percentage
of total deposits, it should help mitigate any increase in
interest rates on savings accounts and certificates of deposits
acquired to fund earning assets in the future.
Net interest income may also be analyzed by segregating the
volume and rate components of interest income and interest
expense. The Rate/Volume Analysis of Changes in Net Interest
Income table sets forth an analysis of volume and rate changes in
net interest income. For purposes of this table, changes in
interest income and interest expense are allocated to volume and
rate categories based upon the respective percentage changes in
average balances and average rates. Changes in net interest
income that could not be specifically identified as either a rate
or volume change were allocated proportionately to changes in
volume and changes in rate. See "Description of Business -
Rate/Volume Analysis of Changes in Net Interest Income."
Provision for Possible Loan Losses
The provision for possible loan losses is charged to
operations to bring the total allowance for possible loan losses
to a level considered appropriate by management. The level of
the allowance for possible loan losses is determined by
management of the Bank based upon its evaluation of the known as
well as inherent risks within the Bank's loan portfolio.
Management's periodic evaluation is based upon an examination of
the portfolio, past loss experience, current economic conditions,
the results of the most recent regulatory examinations and other
relevant factors (See discussion under "Asset Quality"). The
provision for loan losses was $687,000 for 1996 compared to
$517,500 for 1995.
The reason for the increase in 1996 was to replace that
portion of the allowance for possible loan losses used to fund
loan charge-offs, net of recoveries, in 1996 of $360,445 as well
as to build the allowance for possible loan losses to a level
deemed to be satisfactory given the growth in the size of the
loan portfolio during 1996. Non-performing assets were 1.06% of
total assets at December 31, 1996, compared to 1.39% at
December 31, 1995. Delinquencies were down to 2.7% at
December 31, 1996, from the 3.2% ratio at December 31, 1995.
Other Income
Non-interest income increased $334,423, or 33.1%, from
$1,010,196 in 1995 to $1,344,619 in 1996. The increase was due
primarily to a $210,460 increase in customer service fees for
services such as merchant card fee income, overdraft and NSF
(non-sufficient funds) charges, safe deposit box rentals, and
other miscellaneous fees which are primarily deposit driven. The
increase in customer service fees was nearly proportional to the
increase in the Bank's average total deposits. Also, income from
mortgage banking activities increased $100,057, or 18.7%, from
$533,704 in 1995 to $633,761 in 1996, due to an increase in
investors' mortgage commitments in 1996. Effective January 1,
1996 the Company was required to adopt FASB statement number 122
"Accounting for Mortgage Servicing Rights". The effect of this
adoption did not have a material impact on the Company's
financial position and results of operations in 1996.
Other Expenses
Total other expenses increased $1,033,138, or 19.1%, from
$5,423,088 in 1995 to $6,456,226 in 1996. Salaries, wages and
employee benefits increased $481,228, or 20.4%, from $2,363,243
in 1995 to $2,844,471 in 1996. Occupancy expenses increased
$89,869, or 18.7%, from $480,156 in 1995 to $570,025 in 1996.
Equipment expenses increased $37,148, or 9.7%, from $382,289
in 1995 to $419,437 in 1996. The primary reason why salaries,
wages, employee benefits, occupancy and equipment expenses
increased during 1996 was the growth of the Bank. Other
operating expenses increased $424,893, or 19.3%, from $2,197,400
in 1995 to $2,622,293 in 1996. Other operating expenses
encompasses all expenses not otherwise categorized, and includes
items such as third-party data processing costs for ATM machines
and payroll, FDIC insurance premiums, professional fees,
advertising costs, insurance and other miscellaneous expenses.
Starting January 1, 1996, the FDIC insurance premiums for
all well-capitalized banks, such as Berks County Bank, were
reduced to $2,000 a year, resulting in a reduction in FDIC
premium expense of $119,098 in 1996. However, beginning
January 1, 1997, banks will be required to help pay for the FICO
obligation interest payments at the rate of 1.29 cents per $100
in deposits. Estimated at December 31, 1996, the FICO assessment
will be approximately $30,000 for 1997. This will continue
through the year 1999 and then starting January 1, 2000, the
interest payments will be paid pro-rata by banks and thrifts.
Advertising expense increased 85.8%, from $319,672 in 1995
to $593,925 in 1996. The Company elected to increase its
advertising expenses in order to increase its market share in
response to opportunities resulting from the large number of
mergers and bank name changes, the most notable of which was
Corestates' acquisition of Meridian in the second quarter of 1996
and also to place greater marketing emphasis upon certain
products (free business checking, free personal checking and
money market savings).
During the normal course of operations, it becomes necessary
for the Bank to take possession of real estate collateral
associated with non-performing loans. Until that real estate is
disposed of through a sale, the Bank often must incur
maintenance, repair, taxes and other expenses in order to protect
the value of that real estate. These costs, plus losses on the
sale of foreclosed real estate totaled $300,892 in 1996 versus
$222,064 in 1995, an increase of $78,828, or 35.5%. EDP
outsourcing and MAC fees increased $114,448, or 45.3%, from
$252,794 in 1995 to $367,242 in 1996. The increase was due
largely to the growth of the Bank and the introduction of the BCB
Check card in January, 1996.
Professional fees decreased $99,926, or 38.3%, from $260,732
at December 31, 1995 to $160,806 at December 31, 1996. The
reason for the decrease was due in large part to the Company
accruing for anticipated legal fees on foreclosed assets in 1995
that settled in 1996.
Office supplies and expense increased 8.7%, from $342,358 in
1995 to $372,149 in 1996. This increase was attributable to the
growth of the Bank in 1996.
Provision for Income Taxes
The provision for federal income taxes increased $96,215, or
28.6%, to $432,566 in 1996 from $336,351 in 1995. The effective
tax rates for the years ended December 31, 1996 and 1995 were
18.52% and 27.15% respectively. The significant decrease in
1996's effective tax rate from the statutory tax rate of 34% and
1995's effective tax rate was due to the significant increase in
tax-exempt interest income earned on bank-qualified municipal
securities. Tax-exempt income increased $819,766, or 200%, for
the year ended December 31, 1996 as compared to the year ended
December 31, 1995. A reconciliation of the statutory income tax
at a rate of 34% to the income tax expense for 1996 and 1995 is
included in footnote No. 8 to the consolidated financial
statements.
Asset Quality
Non-performing assets as a percentage of total assets
decreased 23.7% from 1.39% at December 31, 1995 to 1.06% at
December 31, 1996. Non-performing assets increased 20.3%, from
$2,862,794 at December 31, 1995 to $3,443,825 at December 31,
1996. The ratio of the allowance for possible loan losses to
non-performing assets was 58.5% at December 31, 1995 compared to
58.1% at December 31, 1996. Non-performing assets are comprised
of non-accrual loans, foreclosed real estate (assets acquired in
foreclosures), and restructured loans. It is the Bank's policy
to classify a loan, other than a loan insured for credit loss, as
non-accrual within ten days after the month end in which the loan
becomes 90 days past due for either principal or interest.
The balance in the allowance for possible loan losses was
$2,000,612, or 1.03% of total loans, at December 31, 1996. At
December 31, 1995, the balance in the allowance for possible loan
losses was $1,674,057, or 1.13%, of total loans. The balance in
the allowance for possible loan losses was 1.83% of total loans
excluding residential mortgages at December 31, 1996, compared to
1.98% at December 31, 1995. It has been the Bank's experience
that the percentage of loan losses have been substantially less
in its residential mortgage portfolio than its commercial loan
portfolio. At December 31, 1996, 43.7% of the Bank's loan
portfolio was in residential mortgage loans, compared to 42.8% at
December 31, 1995.
As a financial institution which assumes lending and credit
risks as a principal element of its business, the Company
anticipates that credit losses will be experienced in the normal
course of business. Accordingly, management of the Company makes
a quarterly determination as to an appropriate provision from
earnings necessary to maintain an allowance for loan losses that
is adequate for potential yet undetermined losses. The amount
charged against earnings is based upon several factors including,
at a minimum, each of the following:
- a continuing review of delinquent, classified and
non-accrual loans, large loans, and overall portfolio
quality. This continuous review assesses the risk
characteristics of both individual loans and the total
loan portfolio;
- analytical review of loan charge-off experience,
delinquency rates and other relevant historical and
peer statistical ratios;
- management's judgment with respect to local and general
economic conditions and their impact on the existing
loan portfolio;
- regular examinations and reviews of the loan portfolio
by the bank regulators.
When it is determined that the prospect for recovery of the
principal of a loan has significantly diminished, that portion of
the loan is immediately charged against the allowance account.
Subsequent recoveries, if any, are credited to the allowance
account. In addition, non-accrual and large delinquent loans are
reviewed monthly to determine potential losses.
Management believes the allowance for possible loan losses
was adequate to cover risks inherent in its loan portfolio at
December 31, 1996. However, there can be no assurance that the
Company will not have to increase its provision for possible loan
losses in the future as a result of changes in economic
conditions or for other reasons. Any such increase could
adversely affect the Company's results of operations.
Interest-rate Risk Management
Interest-rate risk management involves managing the extent
to which interest-sensitive assets and interest-sensitive
liabilities are matched. The Bank typically defines interest-
sensitive assets and interest-sensitive liabilities as those that
reprice within one year or less. Maintaining an appropriate
match is a method of avoiding wide fluctuations in net-interest
margin during periods of changing interest rates.
The difference between interest-sensitive assets and
interest-sensitive liabilities is known as the "interest-
sensitivity gap" ("GAP"). A positive GAP occurs when interest-
sensitive assets exceed interest-sensitive liabilities repricing
in the same time periods, and, a negative GAP occurs when
interest-sensitive liabilities exceed interest-sensitive asset
repricing in the same time periods. A negative GAP ratio
suggests that a financial institution may be better positioned to
take advantage of declining interest rates rather than increasing
interest rates, and a positive GAP ratio suggests the converse.
The Bank attempts to manage its assets and liabilities in a
manner that stabilizes net interest income and net economic value
under a broad range of interest rate environments. Adjustments
to the mix of assets and liabilities are made periodically in an
effort to give the Bank dependable and steady growth in net
interest income regardless of the behavior of interest rates in
the economy.
The Interest Rate Sensitivity Analysis table presents a
summary of the Bank's interest rate sensitivity at December 31,
1996, calculated on a beta-adjusted basis. For purposes of this
table, the Bank has used assumptions based on industry data and
historical experience to calculate the expected maturity of loans
because, statistically, certain categories of loans are pre-paid
before their maturity date, even without regard to interest rate
fluctuations. See "Description of Business - Interest Rate
Sensitivity Analysis."
However, shortcomings are inherent in a simplified and
static GAP analysis that may result in an institution with a
negative GAP having interest rate behavior associated with an
asset-sensitive balance sheet. For example, although certain
assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in
market interest rates. Furthermore, repricing characteristics of
certain assets and liabilities may vary substantially within a
given time period. In the event of a change in interest rates,
prepayment and early withdrawal levels could also deviate
significantly from those assumed in calculating GAP in the manner
presented in the Interest Rate Sensitivity Analysis table.
The traditional static GAP analysis implicitly assumes that
the interest rates on all assets and liabilities that reprice
within a given repricing period change by the same amount as the
change in the market interest rate of the same duration. For
example, if the Federal funds rate increased by 100 basis points,
a static GAP model assumes that the prime rate and the rate paid
on money-market deposits will each change by 100 basis points.
However, experience suggests that such an analysis is not
accurate. For example, if the Federal funds rate changes by 100
basis points, the prime rate may only change by 90 basis points
and the rate paid on money-market accounts may only change by 40
basis points. More sophisticated asset/liability management
models attempt to adjust for this defect in the static GAP model.
Accordingly, the Bank measures its interest-rate risk by
conducting various analyses in addition to the traditional static
GAP report, including repricing matrices, beta-adjusted GAP
reports, simulation modeling and duration analyses.
Beta is the measure of the relative sensitivity of the
amount of change in the interest rate on a given asset or
liability with the amount of change in another independent
financial instrument. For example, an asset or liability with a
beta of .75 means that a 100 basis point change in the
independent variable (e.g. Federal funds) will result in a 75
basis point change in the rate of the asset or liability. A beta
is assigned to each key rate for each asset and liability
account; and, the volume of assets and liabilities that reprice
within a repricing period are adjusted by this beta factor. The
result is a beta-adjusted GAP position. This data is also
organized into a repricing matrix to give a graphical
presentation of the GAP position. Results of these analyses as
of December 31, 1996 indicate that despite the negative GAP
balance shown in the Interest Rate Sensitivity Analysis table,
the Bank does not have material interest-rate risk in the event
that interest rates rise or fall as much as 300 basis points over
the next twelve months.
Capital
The Company's Tier 1 capital to risk-weighted assets ratio
at December 31, 1996 was 10.39% compared to 12.43% at
December 31, 1995. These ratios far exceeded the Tier 1
regulatory capital requirement of 4.00%. The Company's total
capital to risk-weighted assets ratio at December 31, 1996 was
11.44% compared to 13.58% at December 31, 1995. These ratios
exceeded the total risk-based capital regulatory requirement of
8.00%. At December 31, 1996, the Company's leverage ratio was
6.82% versus 9.30% at December 31, 1995. The Company is
categorized as "well capitalized" under applicable Federal
regulations. The Company plans to accept voluntary cash
contributions under its dividend reinvestment program, beginning
March, 1997, to support the future growth of the Company and
maintain the Company's leverage ratio above the regulatory
requirement for well-capitalized banks. The Company's capital
performance, as measured by its return on average equity ratio
(ROAE), increased to 10.15% in 1996 from 5.05% in 1995. This
increase was caused by the increase in earnings from 1995 to
1996.
Banking laws and regulations limit the amount of dividends
that may be paid. Under current banking laws, the Bank would be
limited to approximately $2,900,000 of dividends in 1997 plus an
additional amount equal to the Bank's net profit for 1997, up to
the date of any such dividend declaration. In December 1996, the
Company declared a $.06 per share cash dividend to stockholders
of record on January 2, 1997, payable January 20, 1997.
Liquidity and Capital Resources
Financial institutions must maintain liquidity to meet
day-to-day requirements of depositors and borrowers, take
advantage of market opportunities, and provide a cushion against
unforeseen needs. Liquidity needs can be met by either reducing
assets or increasing liabilities. Sources of asset liquidity are
provided by short-term investment securities, cash and amounts
due from banks, interest-bearing deposits with banks, and Federal
funds sold.
These liquid assets totalled $35.0 million at December 31,
1996 compared to $24.1 million at December 31, 1995. Maturing
and repaying loans are another source of asset liquidity. At
December 31, 1996, the Bank estimated that an additional $24.1
million of loans will mature or repay in the next six-month
period ended June 30, 1997.
Liability liquidity can be met by attracting deposits with
competitive rates, buying Federal funds or utilizing the
facilities of the Federal Reserve System or the Federal Home Loan
Bank System. The Bank utilizes a variety of these methods of
liability liquidity. At December 31, 1996, the Bank had
approximately $98.5 million in unused lines of credit available
to it under informal arrangements with correspondent banks
compared to $70.4 million at December 31, 1995. These lines of
credit enable the Bank to purchase funds for short-term needs at
current market rates.
Liquidity can be further analyzed by reference to the
Consolidated Statements of Cash Flows. See "Consolidated
Financial Statements". Net cash provided by (used in) operating
activities during the years ended December 31, 1996 and 1995 was
$3.0 million and ($0.7) million, respectively. The increase from
1995 to 1996 was due primarily to higher net income and an
increase in accrued interest payable and other liabilities. The
Company's cash flows from financing activities increased from
$50.3 million during the year-ended December 31, 1995 to $113.4
million in 1996, primarily due to increased deposits and the net
proceeds from long-term debt and other borrowed funds. The net
increase in deposits was $55.7 million in 1995 versus a net
increase of $84.4 in 1996. The Company utilized $115.1 million
in cash for investing activities in 1996 compared to $47.3
million in 1995. The increase in cash utilized for investing
activities was primarily due to an increase in loans originated
for the portfolio in 1996 versus 1995 and the purchase of $64.3
million in securities. The changes in cash flows resulted in a
net increase of internally generated cash of $1.3 million during
the year-ended December 31, 1996 compared to a net increase in
1995 of $2.3 million.
Capital expenditures that are anticipated for 1997 include
approximately $500,000 for site improvement and construction of a
full-service branch in Muhlenberg Township, Pennsylvania as well
as approximately $700,000 for site improvement and construction
of a full-service branch facility in a Cumru Township,
Pennsylvania. These cost estimates also include furniture,
fixtures and equipment costs necessary to operate these offices.
Effects of Inflation
The Bank's asset and liability structure is primarily
monetary in nature. As such, the Bank's assets and liabilities
tend to move in concert with inflation. While changes in
interest rates may have a significant impact on financial
performance, interest rates do not necessarily move in the same
direction or in the same magnitude as prices of other goods and
services and may frequently reflect government policy initiatives
or economic factors not measured by a price index.
Future Outlook
During 1997, we will continue to offer basic banking through
our soon-to-be six full service offices in Berks and Montgomery
Counties and our three Loan Production Offices in Berks,
Montgomery and Schuylkill counties. Absent a continuation of the
extreme circumstances and unprecedented growth opportunities of
the past year or so which occurred due to the takeover of
several of this area's dominant banks like Meridian and Midlantic
by out-of-area "giants" like CoreStates and PNC, Berks County
Bank should return to a more normal growth pattern. Projections,
which are of course subject to change, provide for continued
steady growth in existing branches. Future growth projections
include the opening of "Muhlenberg" and "Shillington" offices in
early 1997 and the addition of one or two new offices a year
thereafter in Berks or the contiguous counties of Chester,
Lancaster, Lebanon, Lehigh, Montgomery and Schuylkill. Having
just stated our most likely course of future growth, we can
assure you with confidence that Berks County Bank is a company
whose Board of Directors and Management is prepared to respond to
new opportunities which may arise from time to time. One such
near term opportunity may be to offer our services to the fine
customers of Dauphin Deposit/Bank of Pennsylvania who may choose
not to continue banking with those institutions should their
announced merger and ultimate ownership by a foreign bank be
consummated as recently reported. We are pleased to report that
the following additions to our products and services have been
approved by the Bank and are likely to be implemented in the near
future.
BCB "Classic" Club
A club for Bank Customers 50 years of age and better which
offers a package of affordable financial services.
Trust Services
Beginning in March, Berks County Bank will be able to offer
Trust Services to customers through an affiliation with a local
trust company.
Voice Response System
Will allow customers to access Deposit and Loan information
and conduct certain transactions after normal banking hours.
Free Personal and Business Checking
Guaranteed "FREE CHECKING" for individuals and small and
medium-sized businesses has been extended until the year 2000!
Automated Teller Terminals
Scheduled to be installed in February, terminals will
provide accurate processing of transactions and more prompt
recording of over-the-counter transactions.
Additional Loan Production Offices
We plan to open additional loan production offices to assure
greater convenience for prospective residential mortgage and
commercial loan customers outside of Berks County.
We believe that 1997 holds great opportunity for Community
Banks such as Berks County Bank.
A Review of 1996
January
Berks County Bank was featured for our personal approach to
banking in the January issue of Income Opportunities.
Established a Private Banking Group to service the special
banking needs of high income and high net worth individuals.
Introduced the BCB Check Card, the card that looks like a
VISA card but acts like a check. This new service allows BCB
checking account customers the ability to purchase goods or
service anywhere that accepts VISA by simply deducting funds
directly from their BCB checking account. The card also acts as
an ATM card, giving customers worldwide access to funds at over
200,000 ATM locations.
February
Introduced Veterans Administration (VA) Loans.
Became an Automated Clearing House (ACH) Originator, giving
business customers the ability to offer their employees' the
added benefit of direct deposit of payroll to the financial
institution of the employee's choice.
March
Announced first quarter cash dividend of $.06 per share, an
increase over the 1995 cash dividend of $.05 per share per
quarter.
Allocated $1,000,000 to the BCB Community Partnership Loan
Program, a special residential mortgage program designed to
assist low to moderate income families with the purchase of a
home.
April
Held Annual Shareholders' Meeting at the Berkshire building
in Reading.
Introduced Home Equity Conversion Mortgages (HECM).
Commonly called Reverse Mortgages, this product enables
homeowners age 62 and over to supplement their monthly income by
using the equity in their home.
May
Reading Office deposits exceed $80,000,000.
June
Introduced Leasing Services as a financing option for
business customers, through our affiliation with Business Lease
Consultants.
July
Pottstown Office deposits exceed $30,000,000.
August
BCB began participation in the Automated Mortgage
Underwriting System which provides faster residential loan
approvals - often loans can be approved the same day as the
application.
September
Increased the annual percentage yield to 4.20% APY on the
popular Money Market Account for balances of $1,000 or more -
this rate is guaranteed through June 30, 1998.
Received approval from the Federal Reserve Bank of
Philadelphia and the Pennsylvania Department of Banking to open
two new full service offices in 1997:
The Muhlenberg Office The Shillington Office
4453 Fifth Street Highway Routes 222 and 724
Muhlenberg Township K-Mart Shopping Center
Cumru Township
Introduced "Old-time" Christmas and Vacation Club Coupon
Books - The Way They Used to Be!
October
Announced a 6 For 5 Stock Split for Shareholders of record
as of November 5, 1996.
November
Total Bank Assets Exceed $300 Million!
BCB becomes a designated Small Business Administration (SBA)
"Certified Lender", resulting in faster approval on loans to
small businesses.
December
Voluntary Cash Contribution Feature Added to Dividend
Reinvestment Plan, allowing participants the opportunity to
purchase up to $1,000 of "BCBF" stock on a quarterly basis,
without having to pay commissions and fees.
Bank opens first office in Schuylkill County - a Loan
Production Office.
Exeter Office's deposits exceed $80,000,000.
Wyomissing and Pottstown Offices Exceed 5 Year Deposit
Projections in Less Than 2 Years.
<PAGE>
Item 7. FINANCIAL STATEMENTS
To the Board of Directors
BCB Financial Services Corporation
Reading, Pennsylvania
We have audited the accompanying consolidated balance sheets
of BCB Financial Services Corporation and its wholly-owned
subsidiary, Berks County Bank, as of December 31, 1996 and 1995,
and the related consolidated statements of income, stockholders'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of BCB Financial Services Corporation and its
wholly-owned subsidiary, Berks County Bank, as of December 31,
1996 and 1995, and the consolidated results of their operations
and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
BEARD & COMPANY, INC.
Reading, Pennsylvania
January 31, 1997
<PAGE>
BCB Financial Services Corporation and
Its Wholly-Owned Subsidiary,
Berks County Bank
CONSOLIDATED BALANCE SHEETS
December 31, 1996 1995
ASSETS
Cash and due from banks $ 8,984,814 $ 7,656,846
Interest-bearing deposits with banks 21,407,097 10,043,324
Federal funds sold 1,290,000 3,045,000
Securities available for sale 53,488,975 20,359,157
Securities held to maturity,
fair value 1996 $35,147,354;
1995 $9,366,552 35,065,480 9,207,069
Loans receivable, net of allowance
for loan losses 1996 $2,000,612;
1995 $1,674,057 192,147,673 146,290,946
Mortgage loans held for sale 609,397 452,900
Due from mortgage investors 3,478,353 3,204,383
Premises and equipment, net 4,394,797 3,494,618
Accrued interest receivable 2,129,185 1,226,026
Foreclosed real estate 761,500 1,315,532
Deferred income taxes 245,935 208,712
Prepaid expenses and other assets 519,096 168,752
Total assets $324,522,302 $206,673,265
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Demand, non-interest bearing $ 29,048,391 $ 18,421,557
Demand, interest bearing 100,846,581 48,024,548
Savings 12,123,061 9,418,076
Time deposits 122,305,298 104,073,689
Total deposits 264,323,331 179,937,870
Accrued interest payable and
other liabilities 4,776,903 2,020,915
Other borrowed funds 13,718,399 2,289,940
Long-term debt 22,000,000 4,000,000
Total liabilities 304,818,633 188,248,725
Redeemable common stock, issued
and outstanding
1995 12,539 shares - 129,969
Stockholders' equity:
Common stock, par value $2.50 per
share; authorized 3,000,000
shares; issued and outstanding
1996 2,070,385 shares;
1995 1,710,389 shares 5,175,963 4,275,973
Surplus 9,876,483 10,628,354
Retained earnings 4,700,631 3,233,574
Net unrealized appreciation
(depreciation) on securities
available for sale, net of taxes (49,408) 156,670
Total stockholders' equity 19,703,669 18,294,571
Total liabilities and
stockholders' equity $324,522,302 $206,673,265
____________
See Notes to Consolidated Financial Statements
<PAGE>
BCB Financial Services Corporation and
Its Wholly-Owned Subsidiary,
Berks County Bank
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1996 1995
Interest income:
Loans receivable, including fees $ 14,011,402 $ 11,294,430
Interest and dividends on securities:
U.S. Treasury 261,188 382,213
U.S. Government agencies and
corporations 1,769,959 397,286
State and political subdivisions,
tax-exempt 1,229,519 409,753
Dividends 118,561 77,520
Interest-bearing deposits with banks 430,748 560,385
Interest on federal funds sold 121,305 72,995
Total interest income 17,942,682 13,194,582
Interest expense:
Deposits 9,134,770 6,599,633
Other borrowed funds 302,888 140,961
Long-term debt 370,766 284,867
Total interest expense 9,808,424 7,025,461
Net interest income 8,134,258 6,169,121
Provision for loan losses 687,000 517,500
Net interest income after
provision for loan losses 7,447,258 5,651,621
Other income:
Customer service fees 696,872 486,412
Mortgage banking activities 633,761 533,704
Net realized loss on sale of
securities (682) (24,020)
Other 14,668 14,100
Total other income 1,344,619 1,010,196
Other expenses:
Salaries and wages 2,264,875 1,895,971
Employee benefits 579,596 467,272
Occupancy 570,025 480,156
Equipment depreciation and
maintenance 419,437 382,289
Other 2,622,293 2,197,400
Total other expenses 6,456,226 5,423,088
Income before income taxes 2,335,651 1,238,729
Federal income taxes 432,566 336,351
Net income $ 1,903,085 $ 902,378
Earnings per common and common
equivalent share $ 0.91 $ 0.43
Weighted average common and common
equivalent shares outstanding 2,089,626 2,074,794
____________
See Notes to Consolidated Financial Statements
<PAGE>
BCB Financial Services Corporation and
Its Wholly-Owned Subsidiary,
Berks County Bank
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
Net Unrealized
Appreciation
(Depreciation)
On Securities
Common Retained Available
Stock Surplus Earnings For Sale Total
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 $4,001,848 $ 9,606,234 $ 3,688,970 $ (309,748) $16,987,304
Issuance of 2,325 shares of common
stock upon exercise of stock
options 5,812 15,892 - - 21,704
Net change in unrealized apprecia-
tion (depreciation) on securities
available for sale, net of taxes - - - 466,418 466,418
Transfer of 25,557 shares from
redeemable common stock 63,893 188,548 - - 252,441
Issuance of 81,768 shares of common
stock in connection with a 5%
stock dividend 204,420 817,680 (1,025,603) - (3,503)
Cash dividends - - (332,171) - (332,171)
Net income - - 902,378 - 902,378
Balance, December 31, 1995 $4,275,973 $10,628,354 $ 3,233,574 $ 156,670 $18,294,571
Issuance of 2,584 shares of common
stock upon exercise of stock
options 6,460 11,690 - - 18,150
Net change in unrealized appreciation
(depreciation) on securities
available for sale, net of taxes - - - (206,078) (206,078)
Transfer of 12,539 shares from
redeemable common stock 31,347 98,622 - - 129,969
Issuance of 344,873 shares of common
stock in connection with a 6 for 5
stock split, effectuated as a 20%
stock dividend 862,183 (862,183) (1,381) - (1,381)
Cash dividends - - (434,647) - (434,647)
Net income - - 1,903,085 - 1,903,085
Balance, December 31, 1996 $5,175,963 $ 9,876,483 $ 4,700,631 $ (49,408) $19,703,669
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BCB Financial Services Corporation and
Its Wholly-Owned Subsidiary,
Berks County Bank
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,903,085 $ 902,378
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Provision for loan and foreclosed real estate
losses 919,613 750,744
Provision for depreciation and amortization 376,616 337,790
Loss on sale of equipment 1,689 26,855
Net realized loss on sales of securities 682 24,020
Proceeds from sale of mortgage loans 34,709,663 33,431,124
Net (gain) loss on sale of mortgage loans 11,587 (4,111)
Mortgage loans originated for sale (34,877,747) (33,704,925)
Net amortization of securities premiums
and discounts (74,449) (61,812)
(Increase) decrease in:
Due from mortgage investors (273,970) (2,232,348)
Accrued interest receivable (903,159) (378,138)
Deferred income taxes 68,938 (73,734)
Prepaid expenses and other assets (350,344) (31,100)
Increase in accrued interest payable and
other liabilities 1,523,267 304,422
Net cash provided by (used in)
operating activities 3,035,471 (708,835)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities available
for sale 2,882,065 1,502,786
Proceeds from maturities of and principal
repayments on securities available for sale 1,822,376 1,566,130
Proceeds from maturities of securities held
to maturity 1,610,000 1,200,000
Purchases of securities available for sale (36,916,098) (11,543,345)
Purchases of securities held to maturity (27,430,400) (5,782,475)
Increase in interest-bearing deposits with banks (11,363,773) (7,530,281)
Net (increase) decrease in federal funds sold 1,755,000 (2,245,000)
Loans made to customers, net of principal
collected (46,797,198) (22,971,971)
Proceeds from sales of foreclosed real estate 574,890 148,869
Proceeds from sale of premises and equipment 3,245 -
Purchases of premises and equipment (1,281,729) (1,599,364)
Net cash used in investing activities (115,141,622) (47,254,651)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 84,385,461 55,665,417
Proceeds from (repayment of) other borrowed
funds 11,428,459 (70,428)
Proceeds from long-term debt 22,000,000 9,000,000
Principal payments of long-term borrowings (4,000,000) (14,000,000)
Proceeds from exercise of stock options 18,150 21,704
Cash payments for fractional shares in
connection with stock dividend (1,381) (3,503)
Cash dividends (396,570) (311,578)
Net cash provided by financing
activities 113,434,119 50,301,612
Increase in cash and due from banks 1,327,968 2,338,126
Cash and due from banks:
January 1 7,656,846 5,318,720
December 31 $ 8,984,814 $ 7,656,846
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 9,511,976 $ 6,755,798
Income taxes $ 490,000 $ 390,091
SUPPLEMENTAL DISCLOSURES OF
NON-CASH INVESTING AND FINANCING ACTIVITIES
Other real estate acquired in settlement
of loans $ 245,282 $ 1,639,618
____________
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
BCB Financial Services Corporation and
Its Wholly-Owned Subsidiary,
Berks County Bank
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation:
The consolidated financial statements include the accounts
of BCB Financial Services Corporation ("the Company"), a bank
holding company, and its wholly-owned subsidiary, Berks County
Bank ("the Bank"). All significant intercompany accounts and
transactions have been eliminated.
Nature of operations:
The Bank operates under a state bank charter and provides
full banking services. The bank holding company and the Bank are
subject to regulation of the Pennsylvania Department of Banking
and the Federal Reserve Bank. The area served by the Bank is
principally Berks, Montgomery and Schuylkill Counties in
Pennsylvania.
Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Presentation of cash flows:
For purposes of reporting cash flows, cash and due from
banks includes cash on hand and amounts due from banks.
Securities:
Securities that management has both the positive intent and
ability to hold to maturity are classified as securities held to
maturity and are carried at cost, adjusted for amortization of
premium or accretion of discount using the interest method.
Securities that may be sold prior to maturity for asset/liability
management purposes, or that may be sold in response to changes
in interest rates, changes in prepayment risk, to increase
regulatory capital or other similar factors, are classified as
securities available for sale and carried at fair value with
adjustments to fair value, after tax, reported as a separate
component of stockholders' equity. Management determines the
appropriate classification of debt securities at the time of
purchase and reevaluates such designation at each balance sheet
date.
Interest and dividends on securities, including the
amortization of premiums and the accretion of discounts, are
reported in interest and dividends on securities using the
interest method. Gains and losses on the sale of securities are
recorded on the trade date and are calculated using the specific
identification method.
Loans receivable:
Loans receivable that management has the intent and ability
to hold for the foreseeable future or until maturity or payoff
are stated at their outstanding unpaid principal balances, net of
an allowance for loan losses and any deferred fees or costs.
Interest income is accrued on the unpaid principal balance. Loan
origination fees, net of certain direct origination costs, are
deferred and recognized as an adjustment of the yield (interest
income) of the related loans. The Bank is generally amortizing
these amounts over the contractual life of the loan.
A loan is generally considered impaired when it is probable
the Bank will be unable to collect all contractual principal and
interest payments due in accordance with the terms of the loan
agreement. The accrual of interest is generally discontinued
when the contractual payment of principal or interest has become
90 days past due or management has serious doubts about further
collectibility of principal or interest, even though the loan is
currently performing. A loan may remain on accrual status if it
is in the process of collection and is either guaranteed or well
secured. When a loan is placed on nonaccrual status, unpaid
interest credited to income in the current year is reversed and
unpaid interest accrued in prior years is charged against the
allowance for loan losses. Interest received on nonaccrual loans
generally is either applied against principal or reported as
interest income, according to management's judgment as to the
collectibility of principal. Generally, loans are restored to
accrual status when the obligation is brought current, has
performed in accordance with the contractual terms for a
reasonable period of time and the ultimate collectibility of the
total contractual principal and interest is no longer in doubt.
Allowance for loan losses:
The allowance for loan losses is established through
provisions for loan losses charged against income. Loans deemed
to be uncollectible are charged against the allowance for loan
losses, and subsequent recoveries, if any, are credited to the
allowance.
The allowance for loan losses related to impaired loans that
are identified for evaluation is based on discounted cash flows
using the loan's initial effective interest rate or the fair
value, less selling costs, of the collateral for collateral
dependent loans. By the time a loan becomes probable of
foreclosure it has been charged down to fair value, less
estimated cost to sell.
The allowance for loan losses is maintained at a level
considered adequate to provide for losses that can be reasonably
anticipated. Management's periodic evaluation of the adequacy of
the allowance is based on the Bank's past loan loss experience,
known and inherent risks in the portfolio, adverse situations
that may affect the borrower's ability to repay, the estimated
value of any underlying collateral, composition of the loan
portfolio, current economic conditions and other relevant
factors. This evaluation is inherently subjective as it requires
material estimates that may be susceptible to significant change,
including the amounts and timing of future cash flows expected to
be received on impaired loans.
Mortgage loans held for sale:
Mortgage loans originated and intended for sale in the
secondary market are carried at the lower of cost or estimated
fair value. Net unrealized losses are recognized through a
valuation allowance by corresponding charges in the statements of
income. All sales are made without recourse.
Due from mortgage investors:
A division of the Bank performs underwriting and origination
services for various mortgage investors. As part of this
program, the Bank will temporarily fund the investors' mortgage
commitments for periods generally ranging from three to
twenty-one days.
Premises and equipment:
Premises and equipment are stated at cost less accumulated
depreciation. Depreciation is computed on the straight-line and
accelerated depreciation methods over their estimated useful
lives.
Foreclosed real estate:
Foreclosed real estate is comprised of property acquired
through a foreclosure proceeding or acceptance of a deed-in-lieu
of foreclosure.
Foreclosed real estate is initially recorded at fair value,
net of estimated selling costs at the date of foreclosure,
establishing a new cost basis. After foreclosure, valuations are
periodically performed by management and the assets are carried
at the lower of cost or fair value, less estimated costs to sell.
Revenues and expenses from operations and changes in the
valuation allowance are included in other expenses.
Advertising costs:
The Bank follows the policy of charging the production costs
of advertising to expense as incurred.
Income taxes:
Deferred taxes are provided on the liability method whereby
deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax basis. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion of the deferred tax
assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on
the date of enactment. The Company and the Bank file a
consolidated federal income tax return.
Earnings per share:
Earnings per common and common equivalent share are computed
based on the weighted average number of common shares and common
equivalent shares outstanding during the year. Stock options are
included as share equivalents, when dilutive, using the treasury
stock method. These common stock equivalents had a dilutive
effect for the years ended December 31, 1996 and 1995.
Off-balance sheet financial instruments:
In the ordinary course of business, the Bank has entered
into off-balance sheet financial instruments consisting of
commitments to extend credit, letters of credit and commitments
to sell loans. Such financial instruments are recorded in the
consolidated balance sheets when they are funded.
Reclassifications:
Certain items in the 1995 financial statements have been
reclassified to conform to the 1996 financial statement
presentation format. These reclassifications had no effect on
net income.
2. RESTRICTIONS ON CASH AND DUE FROM BANK BALANCES
The Bank is required to maintain average reserve balances
with the Federal Reserve Bank or in vault cash. The total of
those reserve balances was approximately $1,000,000 and $700,000
at December 31, 1996 and 1995 respectively.
3. SECURITIES
The amortized cost and approximate fair value of securities
at December 31 were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Available for sale securities:
December 31, 1996:
U.S. Treasury securities $ 3,464,778 $ 44,167 $ - $ 3,508,945
U.S. Government agencies and corporations 18,000,000 57,606 (75,149) 17,982,457
States and political subdivisions 23,275,073 141,312 (219,000) 23,197,385
Mortgage-backed and asset-backed
securities 4,356,515 10,941 (35,062) 4,332,394
Equity securities 4,467,470 324 - 4,467,794
$53,563,836 $ 254,350 $ (329,211) $53,488,975
December 31, 1995:
U.S. Treasury securities $ 5,449,850 $ 112,759 $ (3,546) $ 5,559,063
U.S. Government agencies and corporations 3,757,021 27,813 (46,865) 3,737,969
States and political subdivisions 6,977,585 176,908 - 7,154,493
Mortgage-backed and asset-backed
securities 2,806,806 2,860 (36,484) 2,773,182
Equity securities 1,134,450 - - 1,134,450
$20,125,712 $ 320,340 $ (86,895) $20,359,157
Held to maturity securities:
December 31, 1996:
U.S. Government agencies and corporations $24,253,220 $ 138,307 $ (217,406) $24,174,121
States and political subdivisions 10,787,260 173,026 (12,053) 10,948,233
Other 25,000 - - 25,000
$35,065,480 $ 311,333 $ (229,459) $35,147,354
December 31, 1995:
U.S. Government agencies and corporations $ 3,002,260 $ 31,353 $ - $ 3,033,613
States and political subdivisions 6,204,809 142,378 (14,248) 6,332,939
$ 9,207,069 $ 173,731 $ (14,248) $ 9,366,552
</TABLE>
Equity securities are principally comprised of a
Pennsylvania community bank, Federal Home Loan Bank and Federal
Reserve Bank stock.
During 1995, the Bank transferred $500,000 of securities
from securities available for sale to securities held to
maturity. The securities were transferred at their fair value on
the date of transfer which was $4,122 more than the amortized
cost of the securities. This difference, net of taxes of $1,401,
was reflected as unrealized appreciation in stockholders' equity
and is being amortized over the period to maturity of the
respective securities.
The amortized cost and fair value of securities as of
December 31, 1996 , by contractual maturity, are shown below.
Expected maturities may differ from contractual maturities
because the securities may be called or prepaid with or without
any penalties.
<TABLE>
<CAPTION>
Available for Sale Held to Maturity
Amortized Cost Fair Value Amortized Cost Fair Value
<S> <C> <C> <C> <C>
Due in one year or less $ 2,991,908 $ 3,017,057 $ 298,906 $ 301,748
Due after one year through five years 12,472,870 12,445,200 1,958,754 1,972,745
Due after five years through ten years 5,500,000 5,546,721 15,741,656 15,854,476
Due after ten years 23,775,073 23,679,809 17,066,164 17,018,385
Mortgage-backed and asset-backed
securities 4,356,515 4,332,394 - -
Equity securities 4,467,470 4,467,794 - -
$53,563,836 $53,488,975 $35,065,480 $35,147,354
</TABLE>
Gross gains of $1,757 and gross losses of $2,439 were
realized on sales of available for sale securities in 1996. Gross
gains of $ -0- and gross losses of $24,020 were realized on sales
of available for sale securities in 1995.
Securities with an amortized cost of $4,963,000 and
$3,205,000 at December 31, 1996 and 1995 respectively were
pledged as collateral on public deposits and for other purposes
as required or permitted by law.
4. LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
The components of loans receivable at December 31, 1996 and
1995 were as follows:
1996 1995
Commercial $ 82,885,968 $ 61,215,823
Installment 16,261,387 14,646,121
Mortgage 85,027,169 63,538,149
Construction 9,672,254 8,506,396
193,846,778 147,906,489
Less:
Allowance for loan losses 2,000,612 1,674,057
Net deferred loan fees and
costs (301,507) (58,514)
1,699,105 1,615,543
$192,147,673 $146,290,946
Changes in the allowance for loan losses for the years ended
December 31, 1996 and 1995 were as follows:
1996 1995
Balance, beginning $ 1,674,057 $ 1,436,945
Provision for loan losses 687,000 517,500
Loans charged off (447,883) (404,827)
Recoveries 87,438 124,439
Balance ending $ 2,000,612 $ 1,674,057
The recorded investment in impaired loans, not requiring an
allowance for loan losses, was $587,483 and $527,198 at
December 31, 1996 and 1995 respectively. The recorded investment
in impaired loans requiring an allowance for loan losses was
$711,861 and $102,824 at December 31, 1996 and 1995 respectively.
At December 31, 1996 and 1995, the related allowance for loan
losses associated with those loans was $252,321 and $18,456
respectively. For the years ended December 31, 1996 and 1995,
the average recorded investment in these impaired loans was
$1,425,975 and $694,318 respectively. There was no interest
income recognized on impaired loans in 1996 or 1995.
5. PREMISES AND EQUIPMENT
Components of premises and equipment at December 31, 1996
and 1995 were as follows:
1996 1995
Land $ 1,487,371 $ 523,989
Building and improvements 2,255,892 2,227,808
Leasehold improvements 63,393 63,393
Equipment 1,424,062 1,297,975
Furniture and fixtures 420,529 377,996
Construction in progress 103,969 -
5,755,216 4,491,161
Less accumulated depreciation 1,360,419 996,543
$ 4,394,797 $ 3,494,618
6. DEPOSITS
The aggregate amount of certificates of deposit with a
minimum denomination of $100,000 was $12,371,561 and $8,377,643
at December 31, 1996 and 1995 respectively. At December 31,
1996, the scheduled maturities of time deposits are as follows:
1997 $ 61,206,664
1998 13,993,668
1999 31,096,140
2000 6,766,233
2001 and thereafter 9,242,593
$122,305,298
7. OTHER BORROWED FUNDS AND LONG-TERM DEBT
The Bank maintains a U.S. Treasury tax and loan note option
account for the deposit of withholding taxes, corporate income
taxes and certain other payments to the federal government.
Deposits are subject to withdrawal and are evidenced by an
open-ended interest-bearing note. Borrowings under this note
option account were $718,399 and $289,940 at December 31, 1996
and 1995 respectively.
The Bank has a flexible line of credit commitment available
from the Federal Home Loan Bank for borrowings of up to
approximately $9,800,000, expiring September 11, 1997. There
were no borrowings under this line of credit at December 31, 1996
and 1995. The line of credit interest rate at December 31, 1996
was 7.23%.
The Bank has other short-term borrowings from the Federal
Home Loan Bank at December 31, 1996 and 1995 in the amount of
$13,000,000 and $2,000,000 respectively. The December 31, 1996
balance outstanding is due in 1997, at an average interest rate
of 5.41%.
Long-term debt consisted of the following at December 31,
1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Advances from the Federal Home Loan Bank
bearing interest at a weighted average
rate of 5.49% and 4.89% as of December 31,
1996 and 1995 respectively $22,000,000 $4,000,000
</TABLE>
Maturities of long-term debt at December 31, 1996 are as
follows:
1997 $ -
1998 2,000,000
1999 5,000,000
2000 -
2001 15,000,000
$ 22,000,000
The Bank has maximum borrowing capacity with the Federal
Home Loan Bank of approximately $122,490,000. Advances from the
Federal Home Loan Bank are secured by qualifying assets of the
Bank.
8. INCOME TAXES
The provision for federal income taxes for the years ended
December 31, 1996 and 1995 consisted of the following:
1996 1995
Current $ 363,628 $ 410,085
Deferred 68,938 (73,734)
$ 432,566 $ 336,351
A reconciliation of the statutory income tax at a rate of
34% to the income tax expense in the consolidated statements of
income for the years ended December 31, 1996 and 1995 is as
follows:
1996 1995
Federal income tax at statutory rate $ 794,121 $ 421,168
Tax-exempt interest (435,726) (139,316)
Disallowance of interest expense 61,682 19,952
Other 12,489 34,547
$ 432,566 $ 336,351
The income tax provision includes $232 in 1996 and $8,167 in
1995 of income tax benefit related to net realized securities
losses.
Net deferred tax assets consisted of the following
components as of December 31, 1996 and 1995:
1996 1995
Deferred tax assets:
Allowance for loan losses $ 333,176 $ 299,163
Interest on non-accrual loans 67,821 44,391
Unrealized depreciation on securi-
ties available for sale 25,453 -
Foreclosed real estate 34,636 60,136
Other 16,096 18,338
477,182 422,028
Deferred tax liabilities:
Premises and equipment 116,843 104,537
Supplies inventory 11,891 8,175
Loan origination fees and costs 102,513 19,895
Unrealized appreciation on securi-
ties available for sale - 80,709
Total deferred tax liabilities 231,247 213,316
Net deferred tax assets $ 245,935 $ 208,712
9. REDEEMABLE COMMON STOCK
In conjunction with an SEC registration and stock offering
in the Spring of 1994, the Company effected a rescission offer to
past purchasers of treasury stock. Under the terms of the
rescission offer, past purchasers of selected treasury stock had
the right to sell their shares back to the Company at their cost
plus a nominal interest amount from the date of purchase. The
redeemable common stock was stated at the amount of the
redemption value of the remaining rescission shares outstanding.
10. RETIREMENT SAVINGS PLAN - 401(K)
The Bank has adopted a 401(k) plan which covers employees
who meet the eligibility requirements of having worked 1,000
hours in a plan year and have attained the age of 21.
Participants are permitted to contribute from 1% to 15% of
compensation. The Bank will match 75% of the participant's
contributions up to a maximum match of 4.5%. The expense related
to the Bank's 401(k) plan was $80,851 and $56,642 for the years
ended December 31, 1996 and 1995 respectively.
11. OTHER EXPENSES
The following represents the most significant categories of
other expenses for the years ended December 31, 1996 and 1995:
1996 1995
Advertising $ 593,925 $ 319,672
EDP outsourcing and MAC fees 367,242 252,794
Office supplies and expenses 372,149 342,358
Professional fees 160,806 260,732
Foreclosed real estate expenses 300,892 222,064
All other expenses 827,279 799,780
$2,622,293 $2,197,400
12. STOCK OPTIONS AND GRANTS
The Company has adopted various qualified and non-qualified
stock option plans during 1989, 1994 and 1996 with approximately
200,000 shares of common stock reserved for options to key
employees and non-employee directors. The option prices under
the plans are the fair market value of the common stock on the
date the options are granted and an option's maximum term is
generally ten years.
The 1996 stock option plan (the "Plan") includes provisions
for Non-employee Director Stock Options and Incentive Stock
Options for officers and key employees. Under the Plan,
Incentive Stock Options are granted at the discretion of the
Board of Directors.
On October 22, 1996, a one-time grant of options to purchase
54,000 shares of common stock was granted to non-employee
directors and options to purchase 30,600 shares were granted to
officers and key employees, subject to stockholder approval, at
the fair value of the common stock on the date of grant. All
options are exercisable six months after the date of grant.
Stock option transactions under these plans were as follows
for the years ended December 31, 1996 and 1995:
1996 1995
Options outstanding, beginning 62,321 65,239
Options granted 84,600 -
Options exercised, at prices ranging
from $6.93 to $11.79 per share (2,964) (2,918)
Options outstanding, ending 143,957 62,321
Options exercisable 59,357 62,321
Stock options outstanding at December 31, 1996 are
exercisable at prices ranging from $6.93 to $12.40 a share.
The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation. Accordingly, no
compensation cost has been recognized for options granted in
1996. Had compensation cost for stock options granted in 1996
been determined based on the fair value at the grant date
consistent with the provisions of SFAS No. 123, the Company's net
income and earnings per share would have been reduced to the
pro-forma amounts indicated below:
Net income, as reported $1,903,085
Net income, pro forma $1,744,844
Earnings per share, as reported $ 0.91
Earnings per share, pro forma $ 0.84
The fair value of each option grant is estimated using the
Black-Scholes option-pricing model with the following weighted-
average assumptions: risk-free interest rate of 6.2%, 10.48%
volatility, and an expected life of five years. The weighted-
average fair value of options granted was $2.52 per share for
both the Non-employee Directors and Incentive Stock Options.
One of the Company's officers is entitled to receive a grant
of 992 shares of the Company's common stock at the end of each 12
months of employment under his employment agreement. The fair
value of the stock grant is recorded each year as compensation
expense.
13. COMMITMENTS AND CONTINGENCIES
Lease commitments and total rental expense:
The Bank rents facilities under lease agreements which
expire between 1997 and 2009, and require various minimum annual
rentals.
The total minimum rental commitment at December 31, 1996 is
approximately $980,000 which is due as follows:
During the year ending December 31:
1997 $225,000
1998 165,000
1999 68,000
2000 46,000
2001 47,000
Later years 429,000
$980,000
The total rental expense included in the income statements
for the years ended December 31, 1996 and 1995 is $336,760 and
$320,143 respectively.
Contingencies:
The Company is a defendant in various lawsuits wherein
various amounts are claimed. In the opinion of the Company's
management, these suits are without merit and should not result
in judgments which, in the aggregate, would have a material
adverse effect on the Company's consolidated financial
statements.
Construction in progress:
At December 31, 1996, the Bank has construction projects in
progress to build two branch offices on land owned in Muhlenberg
and Shillington. Costs incurred through December 31, 1996 on
these projects are included in premises and equipment as
construction in progress. The estimated cost to complete these
projects is approximately $1,200,000 at December 31, 1996.
14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Bank is a party to financial instruments with
off-balance sheet risk in the normal course of business to meet
the financing needs of its customers. These financial
instruments include commitments to extend credit, letters of
credit and commitments to sell loans. Those instruments involve,
to varying degrees, elements of credit risk and interest rate
risk in excess of the amount recognized in the balance sheets.
The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and letters of credit is represented
by the contractual amount of those instruments. The Bank uses
the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments.
A summary of the contractual amount of the Bank's financial
instrument commitments at December 31, 1996 and 1995 is as
follows:
1996 1995
Commitments to extend credit $31,141,000 $23,850,000
Outstanding letters of credit 1,102,000 1,215,000
Commitments to sell loans - -
Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Since many of the commitments are
expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements.
Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. The Bank
evaluates each customer's credit worthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by
the Bank upon extension of credit, is based on management's
credit evaluation. Collateral held varies but may include
personal or commercial real estate, accounts receivable,
inventory and equipment.
Outstanding letters of credit are conditional commitments
issued by the Bank to guarantee the performance of a customer to
a third party. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan
facilities to customers.
Commitments to sell loans are to the Federal National
Mortgage Association and other mortgage investors. These
commitments are generally met through mortgage originations in
the normal course of business.
15. CONCENTRATION OF CREDIT RISK
The Bank grants commercial, residential and consumer loans
to customers primarily located in Berks, Montgomery and
Schuylkill Counties in Pennsylvania. The concentrations of
credit by type of loan are set forth in Note 4. Although the
Bank has a diversified loan portfolio, its debtors' ability to
honor their contracts is influenced by the region's economy.
16. TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS
The Bank has had, and may be expected to have in the future,
banking transactions in the ordinary course of business with its
executive officers and directors and their related interests on
the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with others.
At December 31, 1996 and 1995, these persons were indebted to the
Bank for loans totaling $2,898,000 and $2,684,000 respectively.
During 1996, $2,670,000 of new loans were made; repayments
totaled $1,194,000. Other changes decreased the loans
outstanding by $1,262,000.
17. STOCKHOLDER AUTOMATIC DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN
During 1995, the Company established a dividend reinvestment
and stock purchase plan available to stockholders who elect to
reinvest their cash dividends and, from time to time, as the
Board of Directors of the Company may in its discretion
determine, voluntary cash payments for the purchase of additional
shares of the Company's common stock. The common stock may be
purchased in the open market or from authorized but unissued
shares, substantially at prevailing market prices. The Company
has reserved 200,000 shares of common stock for possible issuance
under the plan. Stock purchases under the plan totaled 6,486 and
1,434 shares in 1996 and 1995 respectively. All purchases were
made in the open market.
18. REGULATORY MATTERS AND STOCKHOLDERS' EQUITY
The Company and the Bank are subject to various regulatory
capital requirements administered by the federal banking
agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly additional discretionary
actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under
capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Company and the Bank must meet
specific capital guidelines that involve quantitative measures of
its assets, liabilities and certain off-balance sheet items as
calculated under regulatory accounting practices. The capital
amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and
other factors.
Quantitative measures established by regulation to ensure
capital adequacy require the maintenance of minimum amounts and
ratios (set forth below) of total and Tier 1 capital (as defined
in the regulations) to risk-weighted assets, and of Tier 1
capital to average assets. Management believes, as of
December 31, 1996, that the Company and the Bank meet all capital
adequacy requirements to which they are subject.
As of December 31, 1996, the most recent notification from
the Federal Reserve Bank categorized the Bank as well capitalized
under the regulatory framework for prompt corrective action.
There are no conditions or events since that notification that
management believes have changed the Bank's category.
<PAGE>
The actual capital amounts and ratios are also presented in
the table below:
<TABLE>
<CAPTION>
To Be Well
For Capital Capitalized Under
Adequacy Prompt Corrective
Actual Purposes Action Provisions
Minimum Minimum Minimum Minimum Minimum Minimum
Amount Ratio Amount Ratio Amount Ratio
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1996:
Total capital (to risk weighted assets)
Company $21,752 11.44% $ 15,208 8.00% N/A N/A
Bank 19,873 10.46 15,205 8.00 $ 19,006 10.00%
Tier I capital (to risk weighted assets)
Company 19,751 10.39 7,604 4.00 N/A N/A
Bank 17,872 9.40 7,602 4.00 11,403 6.00
Tier I capital (to average assets)
Company 19,751 6.82 11,579 4.00 N/A N/A
Bank 17,872 6.18 11,572 4.00 14,465 5.00
As of December 31, 1995:
Total capital (to risk weighted assets)
Company $19,753 13.58% $ 11,637 8.00% N/A N/A
Bank 17,543 12.06 11,637 8.00 $ 14,546 10.00%
Tier I capital (to risk weighted assets)
Company 18,079 12.43 5,818 4.00 N/A N/A
Bank 15,869 10.91 5,818 4.00 8,728 6.00
Tier I capital (to average assets)
Company 18,079 9.30 7,772 4.00 N/A N/A
Bank 15,869 8.17 7,772 4.00 9,715 5.00
</TABLE>
Banking laws and regulations limit the amount of dividends
that may be paid. Under current banking laws, the Bank would be
limited to approximately $2,886,000 of dividends in 1997 plus an
additional amount equal to the Bank's net profit for 1997, up to
the date of any such dividend declaration.
In October 1996, the Board of Directors declared a 6 for 5
stock split, to be effectuated as a 20% stock dividend, with a
record date of November 5, 1996, payable on November 19, 1996.
All per share amounts, weighted average shares outstanding and
stock options in the accompanying consolidated financial
statements have been adjusted to give retroactive effect to the
stock dividend. In December 1996, the Company declared a $.06 per
share cash dividend to stockholders of record on January 2, 1997,
payable January 20, 1997.
19. FAIR VALUE OF FINANCIAL INSTRUMENTS
Management uses its best judgment in estimating the fair
value of the Company's financial instruments; however, there are
inherent weaknesses in any estimation technique. Therefore, for
substantially all financial instruments, the fair value estimates
herein are not necessarily indicative of the amounts the Company
could have realized in a sales transaction on the dates
indicated. The estimated fair value amounts have been measured
as of their respective year ends, and have not been reevaluated
or updated for purposes of these consolidated financial
statements subsequent to those respective dates. As such, the
estimated fair values of these financial instruments subsequent
to the respective reporting dates may be different than the
amounts reported at each year end.
The following information should not be interpreted as an
estimate of the fair value of the entire Company since a fair
value calculation is only provided for a limited portion of the
Company's assets. Due to a wide range of valuation techniques
and the degree of subjectivity used in making the estimates,
comparisons between the Company's disclosures and those of other
companies may not be meaningful. The following methods and
assumptions were used to estimate the fair values of the
Company's financial instruments at December 31, 1996 and 1995:
Cash, federal funds sold and interest-bearing deposits with
banks: The carrying amounts reported in the balance sheet for
cash and short-term instruments approximate those assets' fair
values.
Securities: Fair values for securities are based on quoted
market prices, where available. If quoted market prices are not
available, fair values are based on quoted market prices of
comparable securities.
Loans receivable: For variable-rate loans that reprice
frequently and with no significant change in credit risk, fair
values are based on carrying values. The fair values for fixed
rate loans are estimated using discounted cash flow analyses,
using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality.
Mortgage loans held for sale: The fair values of the Bank's
mortgages held for sale are based on quoted market prices of
similar loans sold.
Due from mortgage investors: The carrying amounts of due
from mortgage investors approximate their fair values.
Accrued interest receivable: The carrying amounts of
accrued interest receivable approximate their fair values.
Deposit liabilities: The fair value of demand deposits,
savings accounts and certain money market accounts is the amount
payable on demand at the reporting date. The carrying amounts
for variable-rate fixed-term money market accounts and
certificates of deposits approximate their fair values at the
reporting date. The fair value of fixed-rate certificates of
deposit are estimated using a discounted cash flow calculation
that applies interest rates currently being offered for deposits
of similar remaining maturities.
Accrued interest payable: The carrying amounts of accrued
interest payable approximate their fair values.
Other borrowed funds: The carrying amounts of short-term
borrowings approximate their fair values.
Long-term debt: The fair values of the Bank's long-term
debt are estimated using discounted cash flow analyses, based on
the Bank's current incremental borrowing rates for similar types
of borrowing arrangements.
Off-balance sheet instruments: The fair values of the
Bank's commitments to extend credit and outstanding letters of
credit are estimated using the fees currently charged to enter
into similar agreements, taking into account the remaining terms
of the agreements and the counterparties' credit standing.
The estimated fair value of the Company's financial
instruments at December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
<S> <C> <C> <C> <C>
Financial Assets:
Cash and due from banks $ 8,985 $ 8,985 $ 7,657 $ 7,657
Interest-bearing deposits with banks 21,407 21,407 10,043 10,043
Federal funds sold 1,290 1,290 3,045 3,045
Securities 88,554 88,636 29,566 29,726
Loans receivable, net 192,148 193,674 146,291 148,238
Mortgage loans held for sale 609 609 453 453
Due from mortgage investors 3,478 3,478 3,204 3,204
Accrued interest receivable 2,129 2,129 1,226 1,226
Financial Liabilities:
Deposits 264,323 263,910 179,938 180,643
Accrued interest payable 1,141 1,141 844 844
Other borrowed funds 13,718 13,718 2,290 2,290
Long-term debt 22,000 21,854 4,000 3,876
Off-Balance Sheet Financial Instruments:
Commitments to extend credit - - - -
Outstanding letters of credit - - - -
Commitments to sell loans - - - -
</TABLE>
<PAGE>
20. BCB FINANCIAL SERVICES CORPORATION (PARENT COMPANY ONLY)
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
BALANCE SHEETS
December 31, 1996 1995
<S> <C> <C>
ASSETS
Cash $ 1,968,072 $ 2,353,206
Investment in bank subsidiary 17,825,193 16,084,504
Securities available for sale 363,243 -
Other assets 113,829 85,520
$20,270,337 $18,523,230
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ 566,668 $ 98,690
Redeemable common stock - 129,969
Stockholders' equity 19,703,669 18,294,571
$20,270,337 $18,523,230
<CAPTION>
STATEMENTS OF INCOME
Years Ended December 31, 1996 1995
<S> <C> <C>
Expenses $ (66,507) $ (55,406)
Federal income tax benefit 22,612 18,838
Equity in undistributed net income of
bank subsidiary 1,946,980 938,946
Net income $ 1,903,085 $ 902,378
<CAPTION>
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,903,085 $ 902,378
Undistributed earnings of bank subsidiary (1,946,980) (938,946)
(Increase) decrease in other assets (28,309) 46,989
Increase (decrease) in other liabilities 429,791 (18,156)
Net cash provided by (used in)
operating activities 357,587 (7,735)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available for sale (362,920) -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options 18,150 21,704
Additional investment in bank subsidiary - (2,000,004)
Cash payments for fractional shares in
connection with stock dividend (1,381) (3,503)
Cash dividends (396,570) (311,578)
Net cash used in financing activities (379,801) (2,293,381)
Net decrease in cash (385,134) (2,301,116)
CASH:
Beginning 2,353,206 4,654,322
Ending $ 1,968,072 $2,353,206
</TABLE>
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The information relating to the directors and executive
officers is incorporated herein by reference to pages 8 through
11 of the Company's definitive Proxy Statement to be used in
connection with the Company's 1997 Annual Meeting of Shareholders
(the "Proxy Statement").
Pursuant to Securities and Exchange Commission regulations,
the Company is required to identify the names of persons who
failed to file or filed a late report required under Section
16(a) of the Exchange Act of 1934, as amended. Generally, the
reporting regulations under Section 16(a) require directors and
executive officers to report changes in their ownership in the
Company's stock. Based on the Company's review of copies of such
reports received or written representations from certain
directors and executive officers, the Company believes that,
during the fiscal year ended December 31, 1996, all executive
officers, directors and control persons complied with all
applicable Section 16(a) filing requirements.
Item 10. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein
by reference to pages 12 through 15 of the Proxy Statement.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item is incorporated herein
by reference to pages 5 through 8 of the Proxy Statement.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein
by reference to page 15 of the Proxy Statement.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The following exhibits are filed herewith or incorporated by
reference herein as part of this Annual Report:
3.1 Articles of Incorporation of BCB Financial
Services Corporation, as amended, incorporated
herein by reference to Exhibit 3.1 of the
Registration Statement No. 33-76748 on Form SB-2
of the Registrant.
3.2 Bylaws of BCB Financial Services Corporation
incorporated herein by reference to Exhibit 3.2 of
the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant.
10.1 Lease, dated November 1, 1988, between Berks
County Bank and Madison Avenue Associates, as
amended, incorporated herein by reference to
Exhibit 10.1 of the Registration Statement
No. 33-76748 on Form SB-2 of the Registrant.
10.2 Indenture of Lease, dated August 2, 1989, between
Windon Twelfth Real Estate Limited Partnership and
Berks County Bank, incorporated herein by
reference to Exhibit 10.2 of the Registration
Statement No. 33-76748 on Form SB-2 of the
Registrant.
10.3 Lease Agreement, dated August 4, 1989, between
Berks County Bank and Mary Beth Speicher and Kathy
Susan Gees-Larue, incorporated herein by reference
to Exhibit 10.3 of the Registration Statement
No. 33-76748 on Form SB-2 of the Registrant.
10.4 Option and Lease Agreement, dated January 25,
1993, by and between Berks County Bank and Richard
L. Henry, Jr., incorporated herein by reference to
Exhibit 10.5 of the Registration Statement
No. 33-76748 on Form SB-2 of the Registrant.
10.5 1988 Incentive Stock Option Plan of BCB Financial
Services Corporation, incorporated herein by
reference to Exhibit 10.6 of the Registration
Statement No. 33-76748 on Form SB-2 of the
Registrant. *
10.6 1989 Stock Option Plan of BCB Financial Services
Corporation, incorporated herein by reference to
Exhibit 10.7 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant. *
10.7 1994 Stock Option Plan of BCB Financial Services
Corporation, incorporated herein by reference to
Exhibit 10.8 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant. *
10.8 Executive Employment Agreement, dated January 1,
1989, among BCB Financial Services Corporation,
Berks County Bank and Nelson R. Oswald,
incorporated herein by reference to Exhibit 10.9
of the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant. *
10.9 Executive Employment Agreement, dated December 31,
1991, among BCB Financial Services Corporation,
Berks County Bank and Robert D. McHugh, Jr.,
incorporated herein by reference to Exhibit 10.10
of the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant.*
10.10 401(k) Plan of BCB Financial Services Corporation,
incorporated herein by reference to Exhibit 10.11
of the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant.
10.11 Amendment to Executive Employment Agreement, dated
January 1, 1989, among BCB Financial Services
Corporation, Berks County Bank and Nelson R.
Oswald, incorporated herein by reference to
Exhibit 10.12 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant.*
10.12 Amendment to Executive Employment Agreement, dated
December 31, 1991, among BCB Financial Services
Corporation, Berks County Bank and Robert D.
McHugh, Jr., incorporated herein by reference to
Exhibit 10.13 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant.*
10.13 Amendment to Lease, dated October 10, 1994,
between Crown Life Insurance (previous owner was
Madison Avenue Associates) and Berks County Bank,
incorporated herein by reference to Exhibit 10.14
of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
10.14 Amendment to Lease, dated November 9, 1994,
between Crown Life Insurance (previous owner was
Madison Avenue Associates) and Berks County Bank,
incorporated herein by reference to Exhibit 10.15
of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
10.15 Sublease Agreement, dated February 14, 1995, by
and between Berkshire Travel Agency, Inc. and
Berks County Bank, incorporated herein by
reference to Exhibit 10.16 of the Company's Annual
Report on Form 10-KSB for the year ended
December 31, 1994.
10.16 Agreement of Trust of Berks Mortgage Company,
dated November 7, 1994, by and between Berks
Mortgage Corporation and Berks County Bank,
incorporated herein by reference to Exhibit 10.17
of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
10.17 Amendment to Option and Lease Agreement dated
November 25, 1994, by and between Berks County
Bank and Richard L. Henry, Jr., incorporated
herein by reference to Exhibit 10.18 of the
Company's Annual Report on Form 10-KSB for the
year ended December 31, 1994.
10.18 BCB Financial Services Corporation Shareholder
Automatic Dividend Reinvestment and Stock Purchase
Plan, incorporated herein by reference to Exhibit
99.1 of the Registration Statement No. 33-955002
on Form S-3 of the registrant.
10.19 Amendment to Lease, dated July 27, 1995, between
Crown Life Insurance Company and Berks County
Bank, incorporated herein by reference to Exhibit
10.20 of the Company's annual report on Form
10-KSB for the year ended December 31, 1995
10.20 Amendment to lease, dated January 22, 1996,
between Crown Life Insurance Company and Berks
County Bank, incorporated herein by reference to
Exhibit 10.21 of the Company's annual report on
form 10-KSB for the year ended December 31, 1995.
10.21 Amendment to Agreement of Trust of Berks Mortgage
Company, dated November 7, 1994, by and between
Berks Mortgage Corporation and Berks County Bank
incorporated herein by reference to Exhibit 10.22
of the Company's Annual Report on form 10-KSB for
the year ended December 31, 1995.
10.22 Option and Lease/Purchase Agreement, dated
August 13, 1996, by and between Berks County Bank
and Richard J. Webb, incorporated herein by
reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-QSB for the period
ended September 30, 1996.
10.23 Option and Lease/Purchase Agreement, dated
August 30, 1996, by and between Berks County Bank
and John C. Gordon and Betty L. Gordon,
incorporated herein by reference to Exhibit 10.2
of the Company's Quarterly Report on Form 10-QSB
for the period ended September 30, 1996.
10.24 Amendment to Lease, dated May 29, 1996, by and
between Crown Life Insurance Company and Berks
County Bank.
10.25 Amendment to Lease, dated February 4, 1997, by and
between Madison Reading Associates L. L.C. and
Berks County Bank.
10.26 Lease Agreement, dated December 1, 1996, between
George R. Vincent and Berks County Bank.
10.27 BCB Financial Services Corporation Deferred
Compensation Plan.*
11.1 Statement regarding computation of per share
earnings, included herein.
21.1 List of Subsidiaries of BCB Financial Services
Corporation, included herein.
23.1 Consent of Beard & Company, Inc., independent
auditors.
27.1 Financial Data Schedule.
________________
* Denotes compensatory plan or arrangement.
b. Reports on Form 8-K
None.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BCB FINANCIAL SERVICES CORPORATION
By: /s/ Nelson R. Oswald
Nelson R. Oswald
March 25, 1997 President and Chairman of the Board
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature Title Date
/s/ Nelson R. Oswald Director and Chairman March 25, 1997
Nelson R. Oswald Board and President
(Principal Executive Officer)
/s/ Robert D. McHugh, Vice President/ March 25, 1997
Jr. Treasurer (Principal
Financial Officer)
/s/ Donna L. Rickert Controller March 25, 1997
Donna L. Rickert (Principal Accounting Officer)
/s/ Harold C. Bossard Director and Secretary March 25, 1997
Harold C. Bossard
/s/ Edward J. Edwards Director March 25, 1997
Edward J. Edwards
/s/ Lewis R. Frame, Director March 25, 1997
Jr.
Lewis R. Frame, Jr.
/s/ Ivan H. Gordon Director March 25, 1997
Ivan H. Gordon
____________________ Director March 25, 1997
Jeffrey W. Hayes
____________________ Director March 25, 1997
Alfred B. Mast
/s/ Wesley R. Pace Director March 25, 1997
Wesley R. Pace
/s/ Floyd S. Weber Director March 25, 1997
Floyd S. Weber
/s/ Randall S. Weeber Director March 25, 1997
Randall S. Weeber
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
3.1 Articles of Incorporation of BCB Financial
Services Corporation, as amended, incorporated
herein by reference to Exhibit 3.1 of the
Registration Statement No. 33-76748 on Form SB-2
of the Registrant.
3.2 Bylaws of BCB Financial Services Corporation
incorporated herein by reference to Exhibit 3.2 of
the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant.
10.1 Lease, dated November 1, 1988, between Berks
County Bank and Madison Avenue Associates, as
amended, incorporated herein by reference to
Exhibit 10.1 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant.
10.2 Indenture of Lease, dated August 2, 1989, between
Windon Twelfth Real Estate Limited Partnership and
Berks County Bank, incorporated herein by
reference to Exhibit 10.2 of the Registration
Statement No. 33-76748 on Form SB-2 of the
Registrant.
10.3 Lease Agreement, dated August 4, 1989, between
Berks County Bank and Mary Beth Speicher and Kathy
Susan Gees-Larue, incorporated herein by reference
to Exhibit 10.3 of the Registration Statement
No. 33-76748 on Form SB-2 of the Registrant.
10.4 Option and Lease Agreement, dated January 25,
1993, by and between Berks County Bank and Richard
L. Henry, Jr., incorporated herein by reference to
Exhibit 10.5 of the Registration Statement
No. 33-76748 on Form SB-2 of the Registrant.
10.5 1988 Incentive Stock Option Plan of BCB Financial
Services Corporation, incorporated herein by
reference to Exhibit 10.6 of the Registration
Statement No. 33-76748 on Form SB-2 of the
Registrant. *
10.6 1989 Stock Option Plan of BCB Financial Services
Corporation, incorporated herein by reference to
Exhibit 10.7 of the Registration Statement
No. 33-76748 on Form SB-2 of the Registrant. *
10.7 1994 Stock Option Plan of BCB Financial Services
Corporation, incorporated herein by reference to
Exhibit 10.8 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant. *
10.8 Executive Employment Agreement, dated January 1,
1989, among BCB Financial Services Corporation,
Berks County Bank and Nelson R. Oswald,
incorporated herein by reference to Exhibit 10.9
of the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant. *
10.9 Executive Employment Agreement, dated December 31,
1991, among BCB Financial Services Corporation,
Berks County Bank and Robert D. McHugh, Jr.,
incorporated herein by reference to Exhibit 10.10
of the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant.*
10.10 401(k) Plan of BCB Financial Services Corporation,
incorporated herein by reference to Exhibit 10.11
of the Registration Statement No. 33-76748 on Form
SB-2 of the Registrant.
10.11 Amendment to Executive Employment Agreement, dated
January 1, 1989, among BCB Financial Services
Corporation, Berks County Bank and Nelson R.
Oswald, incorporated herein by reference to
Exhibit 10.12 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant.*
10.12 Amendment to Executive Employment Agreement, dated
December 31, 1991, among BCB Financial Services
Corporation, Berks County Bank and Robert D.
McHugh, Jr., incorporated herein by reference to
Exhibit 10.13 of the Registration Statement No.
33-76748 on Form SB-2 of the Registrant.*
10.13 Amendment to Lease, dated October 10, 1994,
between Crown Life Insurance (previous owner was
Madison Avenue Associates) and Berks County Bank,
incorporated herein by reference to Exhibit 10.14
of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
10.14 Amendment to Lease, dated November 9, 1994,
between Crown Life Insurance (previous owner was
Madison Avenue Associates) and Berks County Bank,
incorporated herein by reference to Exhibit 10.15
of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
10.15 Sublease Agreement, dated February 14, 1995, by
and between Berkshire Travel Agency, Inc. and
Berks County Bank, incorporated herein by
reference to Exhibit 10.16 of the Company's Annual
Report on Form 10-KSB for the year ended
December 31, 1994.
10.16 Agreement of Trust of Berks Mortgage Company,
dated November 7, 1994, by and between Berks
Mortgage Corporation and Berks County Bank,
incorporated herein by reference to Exhibit 10.17
of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
10.17 Amendment to Option and Lease Agreement dated
November 25, 1994, by and between Berks County
Bank and Richard L. Henry, Jr., incorporated
herein by reference to Exhibit 10.18 of the
Company's Annual Report on Form 10-KSB for the
year ended December 31, 1994.
10.18 BCB Financial Services Corporation Shareholder
Automatic Dividend Reinvestment and Stock Purchase
Plan, incorporated herein by reference to Exhibit
99.1 of the Registration Statement No. 33-955002
on Form S-3 of the registrant.
10.19 Amendment to Lease, dated July 27, 1995, between
Crown Life Insurance Company and Berks County
Bank, incorporated herein by reference to Exhibit
10.20 of the Company's annual report on Form
10-KSB for the year ended December 31, 1995
10.20 Amendment to lease, dated January 22, 1996,
between Crown Life Insurance Company and Berks
County Bank, incorporated herein by reference to
Exhibit 10.21 of the Company's annual report on
form 10-KSB for the year ended December 31, 1995.
10.21 Amendment to Agreement of Trust of Berks Mortgage
Company, dated November 7, 1994, by and between
Berks Mortgage Corporation and Berks County Bank
incorporated herein by reference to Exhibit 10.22
of the Company's Annual Report on form 10-KSB for
the year ended December 31, 1995.
10.22 Option and Lease/Purchase Agreement, dated
August 13, 1996, by and between Berks County Bank
and Richard J. Webb, incorporated herein by
reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-QSB for the period
ended September 30, 1996.
10.23 Option and Lease/Purchase Agreement, dated
August 30, 1996, by and between Berks County Bank
and John C. Gordon and Betty L. Gordon,
incorporated herein by reference to Exhibit 10.2
of the Company's Quarterly Report on Form 10-QSB
for the period ended September 30, 1996.
10.24 Amendment to Lease, dated May 29, 1996, by and
between Crown Life Insurance Company and Berks
County Bank.
10.25 Amendment to Lease, dated February 4, 1997, by and
between Madison Reading Associates L. L.C. and
Berks County Bank.
10.26 Lease Agreement, dated December 1, 1996, between
George R. Vincent and Berks County Bank.
10.27 BCB Financial Services Corporation Deferred
Compensation Plan.*
11.1 Statement regarding computation of per share
earnings, included herein.
21.1 List of Subsidiaries of BCB Financial Services
Corporation, included herein.
23.1 Consent of Beard & Company, Inc., independent
auditors.
27.1 Financial Data Schedule.
EXHIBIT 10.24
NINTH AMENDMENT TO LEASE
This Ninth Amendment to Lease dated May 29, 1996 by and
between Crown Life Insurance Company, (hereafter called Landlord)
and Berks County Bank, a Pennsylvania chartered commercial bank
(hereafter called Tenant) having its principle business office at
400 Washington St., Reading, Pa. 19601.
The above referenced parties wish to amend the Eighth
Amendment to Lease dated January 22, 1996, the Seventh Amendment
to Lease dated July 27, 1995, the Sixth Amendment to Lease dated
November 9, 1994, the Fifth Amendment to Lease dated October 10,
1994, the Fourth Amendment dated November 11, 1993, the Second
Amendment to Lease dated March 31, 1993, the First Amendment to
Lease dated November 27, 1991 and the Lease dated November 1,
1988 as follows:
1. The portion of space known as suite 802
containing approximately 725 rentable square feet shall be rented
commencing June 1, 1996 and expiring December 31, 1997 at a
monthly rental of $600.00.
2. In reference to Paragraph 502(a) and 502(b)
of the Lease, Tenants' prorata share for this additional
725 square feet shall be .70% and the base year shall be 1995.
Except as stated above, the terms and conditions of the
Lease remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Ninth Amendment to Lease to be duly executed as a sealed
instrument as of the day and year first above written.
Landlord Tenant
Crown Life Insurance Company Berks County Bank
By:/s/ Les Miller By:/s/ Nelson R. Oswald
/s/ Stephen Van Buttlar President
Attest or Witness:
/s/ J. Presnell /s/ Patricia A. Yocum
EXHIBIT 10.25
TENTH AMENDMENT TO LEASE
This Tenth Amendment to Lease dated February 4, 1997 by
and between Madison Reading Associates L.L.C., successor in
interest to Crown Life Insurance Company, (hereafter called
Landlord) and Berks County Bank, a Pennsylvania chartered
commercial bank (hereafter called Tenant) having its principle
business office at 400 Washington St., Reading, Pa. 19601.
The above referenced parties wish to amend the Ninth
Amendment to Lease dated May 29, 1996, Eighth Amendment to Lease
dated January 22, 1996, the Seventh Amendment to Lease dated
July 27, 1995, the Sixth Amendment to Lease dated November 9,
1994, the Fifth Amendment to Lease dated October 10, 1994, the
Fourth Amendment dated November 11, 1993, the Second Amendment to
Lease dated March 31, 1993, the First Amendment to Lease dated
November 27, 1991 and the Lease dated November 1, 1988 as
follows:
1. The portion of space known as suite 1205
containing approximately 845 rentable square feet shall be rented
commencing February 10, 1996 and expiring October 31, 1998 at a
monthly base rental of $916.00. Landlord agrees to provide and
install new carpet and paint entire premises at Landlords' cost
and expense.
2. In reference to Paragraph 502(a) and 502(b)
of the Lease, Tenants' prorata share for this additional
845 square feet shall be .79% and the base year shall be 1996.
3. Additionally, suite 801, 804, Mezzanine and
Basement Storage (B1) shall be extended at the same rental rates
and shall expire October 31, 1998.
Except as stated above, the terms and conditions of the
Lease remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Tenth Amendment to Lease to be duly executed as a sealed
instrument as of the day and year first above written.
Landlord Tenant
Madison Reading Berks County Bank
Associates, L.L.C.
By:/s/Ephrim Hofenfeld By:/s/ Nelson R. Oswald
Managing Member President
Attest or Witness:
/s/ Maria L. Ledesone /s/ Patricia A. Yocum
EXHIBIT 10.26
L E A S E A G R E E M E N T
THIS INDENTURE, Made the 1st day of December, 1996,
BETWEEN George R. Vincent First Party, and Berks County Bank
Second Party: WITNESSETH, that the first party doth demise and
let unto the second party a certain messuage or tenement, with
the appurtenance, situated in the Borough of Schuylkill Haven,
County of Schuylkill and Commonwealth of Pennsylvania, bounded
and described as follows, vis.:
108 EAST MAIN STREET, SCHUYLKILL HAVEN, 17972
Addendum forming part of this Lease.
1. Tenant has a credit of $900.00 for security
deposit.
2. Owner may perform periodical inspections upon
48 hours notice.
3. Discussion on placement of air conditioning
and future additional parking.
To have and to hold the same unto the second party for
the term commencing on the first day of December, Nineteen
Hundred Ninety Six up to and including November 30, 1997 (twelve
months). YIELDING AND PAYING therefor Four Hundred Fifty
Dollars, ($450.00); per month, payable on the first of each
month.
Addendum #1 - Misc. Conditions
Addendum #2 - Late Fee Charges
Addendum #3 - Additional Conditions
Date: November 8, 1996 /s/ George R. Vincent
George R. Vincent
BERKS COUNTY BANK
By: /s/ Norman E. Heilenman
<PAGE>
ADDENDUM 1
108 East Main Street
Schuylkill Haven, PA 17972
Rental One year term
December 1, 1996 thru December 1, 1997
Deposit Required $ 900.00
First Month Rent $ 450.00, Due 12/01/96
Three Electrical Meters
1. Upstairs Apartment- Rentor Responsibility
2. Main Floor Rentor - Rentor Responsibility
3. Owner will pay for heat and security lights, front and back
dusk to dawn
Owner will complete all drywall areas, not inside boiler
room.
Install a new hot water tank, also-complete bathroom,
installing vanity base and top and linoleum flooring. Complete
drywall and paint off-white. Install office doors and over head
lights in each office.
Commercial carpet - one color through out. We will wire all
offices with phone jacks to boiler room so phone company can
hook-up. Parking area is scheduled for spring, but this also can
be discussed once we have an understanding of all needs. Since
heat is paid by landlord we will try to maintain temperature
equal in entire building.
<PAGE>
ADDENDUM 2
NOVEMBER 1, 1996
NOTICE
Rent is due on the 1st of every month. If the first of each
month happens to be a Saturday or Sunday, you have to the Monday
preceding. If you are unable to get transportation to deliver
the rent payment in person, it must be postmarked no later than
the first of the month. Your rent is to be paid in a by check or
money order, made payable to George R. Vincent.
Late Charges are as follows:
Grace Period for each month until the 5th.
On or after the 5th of each month an additional will be due
and payable at the time of payment of $20.00.
On or after the 10th of each month an additional will be due
at the time of payment of $30.00.
On or after the 15th of each month an additional will be due
at the time of payment of $50.00.
On or after the 15th, you will be charged accordingly.
IF FOR ANY REASON YOU ARE ANTICIPATING TO BE LATE,
COMMUNICATION IS EXTREMELY IMPORTANT. PLEASE CALL 385-3701 TO
NOTIFY US OF ANY SUCH MATTER.
SINCERELY,
GEORGE R. VINCENT BERKS COUNTY BANK
/s/George R. Vincent /s/ Norman E. Heilenman
George R. Vincent
<PAGE>
ADDENDUM 3 TO LEASE
BETWEEN
GEORGE R. VINCENT AND BERKS COUNTY BANK
1. Landlord shall install air conditioning. Decisions on
air conditioning to be made prior to December 1, 1996.
2. Tenant shall be permitted to install signage, at
tenants cost, which meets zoning code.
3. Tenant shall have the option of extending the lease for
up to four (4) additional periods of six (6) months each under
the same terms and conditions.
4. Tenant is responsible for electric to leased space;
landlord is responsible for all Other expenses and utilities.
/s/GRV /s/ NEH
GRV BCB
EXHIBIT 10.27
BCB FINANCIAL SERVICES CORPORATION
DEFERRED COMPENSATION PLAN
The BCB Financial Services Corporation Deferred
compensation Plan has been established as a nonqualified
arrangement for the benefit of certain selected key employees of
BCB Financial Services Corporation and its affiliated companies.
1. Definitions. The following terms, wherever used
herein, shall have the meanings ascribed to them, unless the
context in which such terms are used otherwise clearly requires.
"Account Balance" means the balance at any
relevant time of the contributions set aside on behalf of a
Participant and the accumulated earnings or loss thereon,
less distributions. Such amount shall be reflected in book
entry reserves maintained by the Company.
"Annual Installment Amount" means the amount
determined pursuant to Paragraph 4(h).
"BCBFS" means BCB Financial Services Corporation,
a Pennsylvania corporation.
"Board of Directors" means the board of directors
of the relevant Company.
"Change in Control" means any transaction required
to be reported by BCBFS pursuant to Item 6(e) of Schedule
14A of the Rules of the Securities and Exchange Commission,
as in effect on the effective date of this Plan.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Company" means BCBFS and each Subsidiary, or any
one or more of them, as appropriate to the context in which
such term is used.
"Designated Beneficiary" means a Participant's
surviving spouse, or if there is no such surviving spouse,
then such person as may have been last specified as the
beneficiary in a writing delivered to the Plan Administrator
prior the date of such individuals death. In default of a
Designated Beneficiary, the term shall"-mean the
Participant's estate.
"Disability" has the meaning ascribed to such term
in Code Section 22(e)(3).
"Eligible Employee" means any executive or
managerial employee of the Company, provided such individual
is a person described in 29 C.F.R. Section 2520.104-23.
"ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.
"Investment Manager" shall have the meaning
ascribed to such term in ERISA Section 3(38).
"Normal Retirement Age" means age 62.
"Participant" means any Eligible Employee who has
been selected by the Board of Directors of BCBFS or a
Subsidiary to participate in the Plan and whose
participation shall not have terminated in accordance with
or pursuant to the terms of this Plan document.
"Plan" means the BCB Financial Services
Corporation Deferred Compensation Plan, as set forth in this
document, and as the same may be amended from time to time.
"Plan Administrator" means the body determined
pursuant to Paragraph 5.
"Subsidiary" means a corporation the stock of
which owned directly or indirectly by BCBFS satisfies the
ownership provisions of Code Section 1504(a), and which has
adopted the Plan through appropriate action of its Board of
Directors.
"Targeted Benefit" means the amount (if any)
specified by the Board of Directors of the Company, at the
time of the commencement of an individuals participation
(and at such time as may be necessary to take into account
additional contributions), as the projected annual benefit
of a Participant at his or her Normal Retirement Age. The
projection of such amount shall have no binding effect on
the Company, and the Company shall have no obligation to
ensure that such benefit level is attained.
"Trust" means any grantor trust created to assist
in the funding of any Plan benefits.
"Trust Agreement" means any agreement between the
Company and a Trustee pursuant to which assets are set aside
to assist in the funding of any Plan benefit.
"Trustee" means the trustee of any grantor trust
established by the Company to assist in the funding of Plan
benefits.
2. Participation. The Board of Directors of the
Company may from time to time designate Eligible Employees as
Plan Participants. Participation by a selected Eligible Employee
shall commence as specified in the relevant Board resolution.
Nothing set forth in this Plan document shall be construed as
requiring that an Eligible Employee be selected as a Plan
Participant.
3. Funding; Plan Benefit.
(a) The Board of Directors of the Company shall
specify a fixed sum, determined by it at its discretion, to
be allocated for the benefit of the designated Participant
and shall segregate such amount in an investment account
constituting a part of the general assets of the Company, in
a Trust, or both. The Board of Directors may thereafter set
aside additional amounts for the benefit of such Participant
but shall not be required to do so. The amount so set aside
shall be invested pursuant to the direction of an Investment
Manager selected from time to time by the Board of Directors
of BCBFS. Such Investment Manager shall cause such amount
to be invested in a manner consistent with the Plan's
investment policy as the same may be established from time
to time by the Plan Administrator.
(b) The Plan benefit to be received by a
Participant shall be determined by reference to his or her
Account Balance. Nothing in this Plan document or elsewhere
shall give a Participant the right to control the manner in
which his or her Account Balance is invested, and neither
the Company, nor a Trustee, nor the Investment Manager shall
be liable to a Participant for the investment performance of
an Account Balance or any selected investment policy, the
determination of which shall be made, in its sole discretion
from time to time, by the Plan Administrator.
(c) Notwithstanding the use of any Trust in
connection with the provision of Plan benefits, this Plan is
intended to constitute an unfunded plan of deferred
compensation for all purposes under the Code and ERISA.
(d) Unless otherwise agreed between BCBFS and the
Company employing a Participant, the cost of any
contribution on behalf of such Participant shall be borne by
the employing Company.
4. Events Triggering Distributions; Mode of Payment.
(a) Upon the death of a Participant, such
Participant shall be 100% vested in his or her Account
Balance, and such balance, as determined as of the nearest
practical date to the day of distribution, shall be
distributed to his or her Designated Beneficiary in one lump
sum within 30 days after such date of death.
(b) Upon the termination of employment of a
Participant by reason of Disability prior to the attainment
of Normal Retirement Age, such Participant shall be 100%
vested in his or her Account Balance, and such balance shall
commence to be paid to the Participant in annual
installments, beginning with the fifteenth day of the month
next following such termination of employment.
(c) Upon the occurrence of a Change in Control of
BCBFS, a Participant shall be 100% vested in his or her
Account Balance, and such balance, as determined as of the
nearest practical date to the date of distribution, shall be
distributed to him or her in one lump sum within 30 days
after such occurrence.
(d) Upon termination of employment of a
Participant on or after his or her Normal Retirement Age for
any reason other than death, such Participant shall be 100%
vested in his or her Account Balance, and such balance shall
commence to be paid to the Participant in annual
installments, beginning with the fifteenth day of the month
next following such termination of employment.
(e) Upon termination of employment of a
Participant prior to attainment of Normal Retirement Age for
any reason other than death or Disability, a portion of his
or her Account Balance shall be distributed to him or her in
one lump sum within 30 days after such termination of
employment. The amount distributable shall be equal to the
Account Balance, as determined as of the date of
termination, times a fraction, the numerator of which is the
number of years of Plan participation to the date of
termination (rounded to the nearest one-tenth of a year) and
the denominator of which is the number of years from the
initial commencement of Plan participation through the
Participant's Normal Retirement Age (rounded to the nearest
one-tenth of a year). The remainder of such Account Balance
shall be forfeited.
(f) For purposes of Paragraph 4(c), in the event
the Company that is the primary employer of a Participant is
sold or otherwise ceases to be a Subsidiary and the
Participant does not thereafter continue as an employee of
BCBFS or any other remaining Subsidiary, then a Change in
Control of BCBFS shall be deemed to have occurred with
respect to such Participant.
(g) For purposes of determining the amount of any
annual installment payment required under Paragraph 4(b),
such payment shall equal the Annual Installment Amount.
For purposes of determining the amount of any annual
installment payment required under Paragraph 4(d), such
payment shall be the greater of the (i) Targeted Benefit of
the Participant or (ii) the Annual Installment Amount,
except for the final installment payment.
(h) For purposes of this paragraph, the term
"Annual Installment Amount" shall be the amount determined
by dividing the Participant's initially determined Account
Balance by the then life expectancy return multiple under
Table V of Treasury Regulation Section 1.72-9, if the Participant
is not then married, and the joint life expectancy return
multiple under Table VI of such regulation, if the
Participant is then married. Thereafter, each Annual
Installment shall be paid on the anniversary date of the
first installment in an amount determined by dividing the
Participant's Account Balance, as determined not more than
30 days prior to payment of the installment, by the divisor
used for the immediately preceding year minus 1.0.
(i) In the event a Participant dies prior to the
receipt of his or her entire Plan benefit, the then balance
thereof shall be paid to his or her Designated Beneficiary
in one lump sum within 30 days following death.
5. Administration. The Plan shall be construed,
administered and enforced by the Board of Directors of BCBFS, or
such committee thereof as it may designate from time to time,
which body shall be referred to as the Plan Administrator. The
Plan Administrator shall have such power, authority and duties as
may be necessary or appropriate for the efficient operation and
administration of the Plan. No member of the Plan Administrator
shall be liable for any act taken (or omitted to be taken) in
good faith in connection with the discharge of his or her duties.
Notwithstanding any provision in this Plan document to the
contrary, the Plan Administrator may, in its good faith judgment,
elect to pay any Plan benefit in one lump sum in lieu of an
otherwise required annual installment payment. The Plan
Administrator shall take such steps and make such filings with
the federal government as may be necessary for the Plan to avail
itself of the provisions of 29 C.F.R. Section 2520.104-23.
6. Rights of Participants. Whether or not any assets
may be transferred to a Trust to assist in the funding of Plan
benefits, no Participant shall be entitled to, or have any
interest in, any specific asset to secure the receipt his or her
benefit. Each Participant shall be an unsecured, general
creditor of the Company with respect to his or her entitlement to
Plan benefits.
7. Amendment and Termination. This Plan may be
amended from time to time, or terminated at any time, by the
Board of Directors of BCBFS. In the event of Plan termination,
each individual who is then a Participant shall thereafter be
deemed fully vested so that the pro ration provisions of
Paragraph 4(e) shall no longer apply to such Participant.
8. Miscellaneous Provisions.
(a) The Plan does not constitute a contract of
employment, and participation in the Plan shall not give any
person the right to be retained as an employee of any
Company.
(b) The right of a Participant to the payment of
a Plan benefit shall not be subject to voluntary or
involuntary transfer, assignment, pledge, encumbrance,
attachment or levy.
(c) Wherever any words are used herein in the
singular, they shall be construed as though they were used
in the plural, and vice versa.
(d) In the event any provision in this Plan
document is held illegal or invalid, such provision shall
not affect the remaining provisions of the Plan, and the
Plan document shall be construed as though such illegal or
invalid provision were not contained herein.
(e) Except to the extent preempted by federal
law, this Plan document shall be construed, administered and
enforced in accordance with the domestic internal law of the
Commonwealth of Pennsylvania.
(f) In the event there is a conflict between this
Plan document and any Trust Agreement, the terms of the Plan
shall prevail.
(g) As a condition of participation in the Plan,
an Eligible Employee selected for participation shall
consent, in writing, to the withholding from his or her base
salary, bonus or other similar compensation any tax
liability caused by reason of his or her Plan participation.
9. Effective Date. The effective date of this Plan
shall be September 24, 1996.
IN WITNESS WHEREOF, BCBFS has caused this Plan document
to be executed, on its behalf and on behalf of each Subsidiary,
by its duly authorized officers on the 24th day of September,
1996.
BCB FINANCIAL SERVICES CORPORATION
By/s/ Robert D. McHugh, Jr.
[CORPORATE SEAL]
Attest:/s/ Patricia A. Yocum
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statements on Forms S-8 pertaining to the BCB
Financial Services Corporation 1988 Stock Option Plan, the BCB
Financial Services Corporation 1989 Stock Option Plan, the BCB
Financial Services Corporation 1994 Stock Option Plan and the BCB
Financial Services Corporation 1996 Stock Option Plan and Form S-
3 pertaining to the BCB Financial Services Corporation
Shareholder Automatic Dividend Reinvestment and Stock Purchase
Plan, of our report dated January 31, 1997 relating to the
consolidated financial statements of BCB Financial Services
Corporation and subsidiary included in its Annual Report
(Form 10-KSB) for the year ended December 31, 1996.
/s/ BEARD & COMPANY, INC.
Reading, Pennsylvania
March 25, 1997
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