SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File No. 0-24330
Bedford Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1709924
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 West Main Street, Bedford, Virginia 24523
---------------------------------------------
(Address of principal executive offices)
(540) 586-2590
--------------
(Registrant's telephone number, including area code)
Check whether issuer (1) filed all reports required to be filed by Sections
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 report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.
Class: Common Stock, par value $.10 per share
Outstanding at May 8, 2000: 2,149,270 shares
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
------ --------------------- ----
<S> <C> <C>
Item 1 Financial Statements
Consolidated Statements of Financial Condition at March 31, 2000
(unaudited) and September 30, 1999 3
Consolidated Statements of Income for the three and six months ended
March 31, 2000 and 1999 (unaudited) 4
Consolidated Statements of Comprehensive Income for The
three and six months ended March 31, 2000 and 1999
(unaudited)
5
Consolidated Statements of Cash Flows for the six months ended March 31,
2000 and 1999 (unaudited) 6
Notes to Unaudited Interim Consolidated Financial Statements
7
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations 8
PART II OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 2 Changes in Securities 14
Item 3 Defaults upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits and Reports on Form 8-K
14
SIGNATURES 15
</TABLE>
2
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
(Unaudited)
March 31 September 30
2000 1999
--------- -----------
(In Thousands)
<S> <C> <C>
Assets
- ------
Cash and cash equivalents...................................................... $3,664 $2,744
Investment securities held to maturity (estimated market
value of $801 and $810.......................................................... 808 810
Marketable equity securities available for sale, at market value............... 37 4,628
Investment securities available for sale, at market value...................... 5,723 5,830
Investment in Federal Home Loan Bank stock, at cost............................ 1,600 1,500
Loans receivable, net.......................................................... 163,646 147,689
Foreclosed real estate, net.................................................... 0 0
Property and equipment, net.................................................... 1,153 1,105
Accrued interest receivable 994 924
Deferred income taxes.......................................................... 267 225
Other assets................................................................... 452 282
-------- --------
Total assets............................................................... $178,344 $165,737
======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities
- -----------
Deposits....................................................................... $123,696 $114,720
Advances from the Federal Home Loan Bank....................................... 32,000 28,000
Advances from borrowers for taxes and insurance................................ 651 605
Dividends payable.............................................................. 215 196
Other liabilities.............................................................. 234 1,150
-------- --------
Total liabilities.......................................................... 156,796 144,671
-------- --------
Commitments and contingent liabilities
Stockholders' equity
- --------------------
Preferred stock, par value $.10 per share, authorized 250,000; issued and 0 0
outstanding, none
Common stock, par value, $.10 per share, authorized 2,750,000 shares; issued
and outstanding 2,149,270 at March 31, 2000 and 2,173,050 at September
30, 1999...................................................................... 215 217
Additional paid in capital..................................................... 10,372 10,497
Retained earnings, substantially restricted.................................... 11,752 11,223
Accumulated other comprehensive loss........................................... (219) (151)
Less stock acquired by ESOP and RRP............................................ (572) (720)
-------- --------
Total stockholders' equity................................................. 21,548 21,066
-------- --------
Total liabilities and stockholders' equity................................. $178,344 $165,737
======== ========
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
2000 1999 2000 1999
---- ---- ----- ----
(Dollars in Thousands, Except Per Share Data)
<S> <C> <C> <C> <C>
Interest Income:
Loans.............................................. $3,018 $2,594 $5,886 $5,204
U.S. Government Obligations
including agencies.................................. 128 315 303 619
Other investments, including overnight
deposits............................................ 72 37 136 105
-- -- --- ---
Total interest income........................... 3,218 2,946 6,325 5,928
----- ----- ----- -----
Interest Expense:
Deposits........................................... 1,225 1,093 2,362 2,228
Borrowed funds..................................... 475 395 951 791
--- --- --- ---
Total interest expense.......................... 1,700 1,488 3,313 3,019
----- ----- ----- -----
Net interest income............................. 1,518 1,458 3,012 2,909
Provision for credit losses......................... 30 22 60 45
-- -- -- --
Net interest income after provision for credit
losses............................................. 1,488 1,436 2,952 2,864
----- ----- ----- -----
Noninterest income:
Service charges and fees on loans.................. 127 153 296 311
Other customer service fees and
commissions........................................ 105 75 207 160
Other.............................................. 18 30 33 57
-- -- -- --
Total noninterest income........................ 250 258 536 528
--- --- --- ---
Noninterest expense:
Personnel compensation and benefits................ 476 454 979 928
Occupancy and equipment............................ 74 75 147 155
Data Processing.................................... 105 94 207 190
Federal insurance of accounts...................... 10 16 26 31
Advertising........................................ 41 31 73 60
Professional fees.................................. 48 64 91 127
Other.............................................. 110 107 227 198
--- --- --- ---
Total noninterest expense....................... 864 841 1,750 1,689
--- --- ----- -----
Income before income taxes...................... 874 853 1,738 1,703
Provision for income taxes......................... 329 323 682 646
--- --- --- ---
Net income....................................... $545 $530 $1,056 $1,057
==== ==== ====== ======
Basic earnings per share............................ $0.27 $0.24 $0.51 $0.48
===== ===== ===== =====
Diluted earnings per share.......................... $0.26 $0.23 $0.49 $0.46
===== ===== ===== =====
See notes to consolidated financial statements
</TABLE>
4
<PAGE>
BEDFORD BANCSHARES, INC.
AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
2000 1999 2000 1999
---- ---- ---- ----
(Dollars in Thousands, Except Per Share Data)
<S> <C> <C> <C> <C>
Net Income.............................................. $545 $530 $1,056 $1,057
Other comprehensive income, net of tax effect:
Unrealized gains (losses) on securities
available for sale................................... 4 (44) (68) (88)
-- ---- ---- ----
Comprehensive income.................................... $549 $486 $988 $969
==== ==== ==== ====
</TABLE>
5
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
------March 31-------
2000 1999
---- ----
(Dollars in Thousands)
<S> <C> <C>
Operating activities:
Net Income ............................................................ $ 1,056 $ 1,057
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses ......................................... 60 45
Provision for depreciation and amortization ......................... 70 69
Amortization of investment security premiums and accretion of
discounts, net ...................................................... 2 4
(Increase) decrease in deferred income taxes ........................ (42) (55)
(Gain) loss on sale of loans, investments and foreclosed real estate -- (21)
(Increase) decrease in accrued interest receivable .................. (70) 41
(Increase) decrease in other assets ................................. (170) 71
Increase (decrease) in other liabilities ............................ (917) (435)
-------- --------
Net cash provided by (used in) operating activities ................ (11) 776
-------- --------
Investing activities:
Proceeds from sale of marketable equity securities available for sale 4,664 --
Proceeds from the maturities of investments ......................... 509 6,800
Purchases of investment securities .................................. (560) (7,099)
Purchase of Federal Home Loan Bank stock ............................ (100) --
Net increase in loans to customers .................................. (16,017) (3,234)
Principal collected on mortgage-backed securities ................... 1 1
Purchases of premises, equipment and leasehold improvements ......... (118) (12)
-------- --------
Net cash provided by (used in) investing activities ................ (11,621) (3,544)
-------- --------
Financing activities:
Exercise of stock options ........................................... -- 18
Allocation of ESOP and RRP shares ................................... 134 201
Dividends paid ...................................................... (390) (368)
Net increase (decrease) in customer deposits ........................ 8,976 3,375
Proceeds from (repayments of) advances and other borrowed money ..... 4,000 (1,000)
Repurchase of stock ................................................. (264) (272)
Net increase (decrease) in advance payments from borrower for taxes
and insurance ....................................................... 46 (24)
Other, net .......................................................... 50 33
-------- --------
Net cash provided by financial activities .......................... 12,552 1,963
-------- --------
Increase (decrease) in cash and cash equivalents ................... 920 (805)
Cash and cash equivalents at beginning of period ....................... 2,744 5,666
-------- --------
Cash and cash equivalents at end of period ............................. $ 3,664 $ 4,861
======== ========
</TABLE>
See notes to consolidated financial statements
6
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2000
NOTE 1: BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
("GAAP") for interim financial information. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
The accompanying unaudited interim consolidated financial statements
include the accounts of Bedford Bancshares, Inc., Bedford Federal Savings Bank
and CVFS its wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for the fair presentation have been
included. The results of operations for the interim period ended March 31, 2000
is not necessarily indicative of the results which may be expected for any
future period. For further information, refer to consolidated financial
statements and footnotes thereto included in the Corporation's Annual Report on
Form 10-KSB for the year ended September 30, 1999.
NOTE 2: EARNINGS PER SHARE
- ---------------------------
Earnings per share is calculated as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic Earnings Per Share:
- -------------------------
Net Income............................................ $545,000 $530,000 $1,056,000 $1,057,000
======== ======== ========== ==========
Average Shares Outstanding, Net of
Unallocated ESOP Shares (77,334 and 93,334 at March
31, 2000 and 1999, respectively)......................
2,072,975 2,193,205 2,081,867 2,198,948
========= ========= ========= =========
Basic Earnings Per Share.............................. $0.27 $0.24 $0.51 $0.48
========= ========= ========= =========
Diluted Earnings Per Share:
- ---------------------------
Net Income............................................ $545,000 $530,000 $1,056,000 $1,057,000
======== ======== ========== ==========
Average Shares Outstanding, Net of unallocated ESOP
Shares (77,334 and 93,334
At March 31, 2000 and 1999, respectively)............. 2,072,975 2,193,205 2,081,867 2,198,948
Dilutive effect of RRP Plan shares.................. 1,087 21,464 1,245 21,464
Dilutive effect of Stock Options.................... 74,071 103,186 84,122 103,186
--------- --------- --------- ---------
Average Shares Outstanding............................ 2,148,133 2,317,855 2,167,234 2,323,598
========= ========= ========= =========
Diluted Earnings Per Share............................ $0.26 $0.23 $0.49 $0.46
========= ========= ========= =========
</TABLE>
7
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
- --------------------------
The Private Securities Litigation Reform Act of 1995 contains safe
harbor provisions regarding forward-looking statements. When used in this
discussion, the words "believes", "anticipates", "contemplates", "expects", and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Those risks and
uncertainties include changes in interest rates, risks associated with the
effect of opening a new branch, the ability to control costs and expenses, and
general economic conditions. We undertake no obligation to publicly release the
results of any revision to those forward looking statements which may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
FINANCIAL CONDITION
- -------------------
At March 31, 2000, consolidated assets totaled $178.3 million, an
increase of $12.6 million from September 30, 1999. The asset expansion was
reflected in growth of the loan portfolio which increased $16.0 million. Funding
for the loan growth was provided by a $9.0 million rise in deposits, a $4.0
million increase in FHLB advances, and the sale of $4.7 million of marketable
equity securities available for sale. During fiscal 2000, the bank has focused
on increasing its deposit base by marketing specific deposit products,
especially certificates of deposit that pay attractive rates of return and
enhance our asset/liability position. At March 31, 2000 certificates of deposit
totaled $80.7 million, up 10.6% from the $73.0 million at September 30, 1999.
RESULTS OF OPERATIONS
- ---------------------
General. Net income for the three months ended March 31, 2000 increased
$15,000, or 2.8%, to $545,000 from $530,000 for the comparable 1999 period. The
increase in our net income was primarily caused by the rise in net interest
income. Net income for the six months ended March 31, 2000 was $1,056,000,
relatively unchanged from the $1,057,000 earned in the same six months of 1999.
Interest Income. Interest income totaled $3.2 million for the three
months ended March 31, 2000, a $272,000 increase from $2.9 million for the
comparable 1999 period. The increase for the three months ended March 31, 2000
was primarily attributable to an increase of $25.1 million in average loans
receivable from the second quarter of fiscal 1999. Partially offsetting the
volume increase was a 16 basis point decline in the yield on average loans.
8
<PAGE>
For the six months ended March 31, 2000, interest income totaled $6.3
million, a $397,000 increase from the $5.9 million for the comparable 1999
period. An increase of $22.9 million in average loans receivable for the six
months ended March 31, 2000 compared to the same six months of 1999 was the
primary reason for the rise in interest income. Offsetting the increase in
interest income for the six months ended March 31, 2000, was a 28 basis point
decline in the yield on average loans.
Interest Expense. Interest expense totaled $1.7 million for the three
months ended March 31, 2000, a $212,000 increase from $1.5 million for the
comparable 1999 period. The increase was due to a $132,000 increase in interest
on deposits, due to a $9.4 million increase in average volume, and a 21 basis
point rise in average cost. Additionally, interest on borrowed funds increased
$80,000 increase due to the higher volume and cost of FHLB advances.
For the six months ended March 31, 2000, interest expense totaled $3.3
million, a $294,000 increase from the $3.0 million for the comparable 1999
period. Interest on deposits reflected a $134,000 increase and interest on FHLB
advances was up $160,000. The increased interest expense in both categories was
due to both increases in average volume and higher average cost of funds paid.
Net Interest Income. For the three months ended March 31, 2000, net
interest income was $1.5 million, up $60,000 from the net interest income earned
in the same period of 1999. For the three months ended March 31, 2000, our
interest rate spread and net interest margin decreased to 2.83% and 3.56%,
respectively, compared to 3.04% and 3.72%, respectively, for the same period of
1999. The decrease was primarily due to the increased cost of interest bearing
liabilities.
Our net interest income was $3.0 million for the six months ended March
31, 2000, up $103,000 from the $2.9 million for the comparable period of fiscal
1999. For the six months ended March 31, 2000, our interest rate spread and net
interest margin were 2.86% and 3.59%, respectively, compared to 3.01% and 3.75%,
respectively for the same six months of fiscal 1999. A 28 basis point decline in
the yield on average loans receivable and a 34 basis point rise in the cost of
FHLB advances were the primary reasons for the declines.
Provision for Credit Losses. The provision for credit losses increased
$8,000, to $30,000 for the three months ended March 31, 2000 from $22,000 for
the same 1999 period. For the six months ended March 31, 2000, the provision for
credit losses was $60,000, compared to $45,000 for the comparable six months of
fiscal 1999. Although nonperforming assets increased $496,000 during the second
quarter of fiscal 2000 and $1.1 million during the six months ended March 31,
2000, management believes the allowance for credit losses is sufficient since
these loans are adequately secured. Management performs regular assessments of
the credit risk in the loan portfolio based on information available at such
times, including the level of our nonperforming loans and assets, trends in the
local real estate market, and current and potential charge-offs, The assessment
of the adequacy of the allowance for credit losses involves
9
<PAGE>
subjective judgment regarding future events, and there can be no assurance that
additional provisions for credit losses will not be required in future periods.
Noninterest Income. For the three months ended March 31, 2000.
Noninterest income was $250,000, down 3.1% from the $258,000 for the comparable
1999 period. Service charges and fees on loans were down $26,000 to $127,000 for
the second quarter of fiscal 2000 from $153,000 for the comparable period of
fiscal 1999 due primarily to a lower dollar amount of loans being closed. Other
customer service fees and commissions were up 40.0% to $105,000 for the three
months ended March 31, 2000 compared to the same three months of 1999 due
primarily to the increased number of transaction accounts.
For the six months ended March 31, 2000, noninterest income was
$536,000, up slightly from the $528,000 earned in the six months ended March 31,
1999. A $47,000 increase in other customer service fees and commissions was
offset by a lower level of service charges and fees on loans and a decrease in
the income derived from the sale of mortgage insurance.
Noninterest expense. Noninterest expense was $864,000 for the three
months ended March 31, 2000, up 2.7% from $841,000 for the comparable 1999
period. Personnel compensation and benefits rose 4.8%, or $22,000, due to an
increase in staffing. Data processing expense was up $11,000 due to increased
pricing from our primary service provider. Advertising, primarily focused on
increasing deposits which rose $7.2 million in the quarter, was up $10,000, or
32.3%, due to increased marketing and an increase in the cost of media
advertising. Professional fees were down $16,000, or 25.0%, due to lower legal
expenses.
For the six months ended March 31, 2000, noninterest expense was $1.7
million, up 3.6% from the level for the same period of fiscal 1999. Personnel
compensation and benefits were up 5.5% to $979,000 from $928,000 for the six
months ended March 31, 1999 due to increased staffing. Data processing expense
was $207,000, up 8.9% from the level for the same six months of fiscal 1999 due
to increased pricing by our primary service provider. Advertising reflected a
21.7% rise to $73,000 due to increase marketing efforts primarily to attract
deposits.
Provision for Income Taxes. The provision for income taxes was $329,000
for the three months ended March 31, 2000, up slightly from the $323,000
provision recorded in the same three months of fiscal 1999. For the six months
ended March 31, 2000, the provision for income taxes was $682,000, up $36,000
from the provision for the comparable period of fiscal 1999. The primary reason
for the increase was the higher level of taxable income.
10
<PAGE>
CAPITAL COMPLIANCE
- ------------------
The following table presents the Bank's compliance with its regulatory capital
requirements of March 31, 2000. (Dollar amounts in thousands).
March 31, 2000
--------------
Percentage
of assets
---------------
GAAP Capital......................................... $19,901 11.16%
======= ======
Tangible capital..................................... $20,114 11.26%
Tangible capital requirement......................... 2,674 1.50%
------ -----
Excess............................................... $17,440 9.76%
======= =====
Core capital......................................... $20,114 11.26%
Core capital requirement............................. 7,143 4.00%
----- -----
Excess............................................... $12,971 7.26%
======= =====
Total risk-based capital (1)......................... $20,876 18.38%
Total risk-based capital requirement (1)............. 9,088 8.00%
----- -----
Excess............................................... $11,788 10.38%
======= ======
- -----------------------------
(1) Based on risk-weighted assets of $113,597
Management believes that under current regulations, we will continue
to meet our minimum capital requirements in the foreseeable future. Events
beyond our control, such as increased interest rates or a downturn in the
economy in areas in which we operate could adversely affect future earnings and
as a result, our ability to meet our future minimum capital requirements.
LIQUIDITY
- ---------
Our liquidity is a measure of our ability to fund loans, pay deposit
withdrawal, and other cash outflows in an efficient, cost effective manner. Our
primary sources of funds are deposits, and scheduled amortization and prepayment
of loans. In addition, we supplement our funding needs by borrowing funds from
the Federal Home Loan Bank ("FHLB") of Atlanta. As of March 31, 2000, such
borrowed funds totaled $32 million. Loan payments and prepayments, deposits and
borrowings are greatly influenced by general interest rates, economic conditions
and competition.
We are required under Federal regulations to maintain certain specified
levels of "liquid assets," which include certain United States government
obligations and other approved investments. Current regulations require us to
maintain liquid assets of not less than 4% of net withdrawable accounts, plus
short-term borrowings. At March 31, 2000, our regulatory liquidity was 8.98%.
11
<PAGE>
The amount of certificate accounts which are scheduled to mature during
the next twelve months ending March 31, 2001, is approximately $53.6 million. To
the extent that these deposits do not remain with us upon maturity, we believe
that we can replace these funds with other deposits, FHLB advances or other
borrowings. It has been our experience that a substantial portion of such
maturing deposits remain with us. We have been very successful in retaining
these maturing deposits in fiscal 2000, due to our effective marketing campaign
designed to both attract new deposits and retain maturing deposits.
At March 31, 2000, we had loan commitments outstanding of $22.2
million. These commitments will be funded from deposit inflows, loan repayments
and borrowings.
12
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Key Operating Ratios
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
-------- --------
2000(1) 1999(1) 2000(1) 1999(1)
------- ------- ------- -------
(Unaudited)
<S> <C> <C> <C> <C>
Basic earnings per share ....................... $0.27 $0.24 $0.51 $0.48
Diluted earnings per share...................... $0.26 $0.23 $0.49 $0.46
Return on average assets........................ 1.24% 1.32% 1.22% 1.32%
Return on average equity........................ 10.17% 9.75% 9.91% 9.78%
Interest rate spread............................ 2.79% 3.04% 2.84% 3.01%
Net interest margin............................. 3.56% 3.75% 3.58% 3.75%
Noninterest expense to average assets........... 1.97% 2.10% 2.02% 2.11%
Net charge-offs to average outstanding loans.... 0.03% --% 0.02% --%
</TABLE>
March 31 September 30
2000 1999
----------- ------------
(DOLLARS IN THOUSANDS)
(Unaudited)
Nonaccrual loans...................................... $2,158 $1,089
Foreclosed real estate................................ -- --
------ ------
Total nonperforming assets............................ $2,158 $1,089
====== ======
Allowance for credit losses to nonperforming assets... 39.49% 73.83%
Nonperforming loans to total loans.................... 1.32% 0.74%
Nonperforming assets to total assets.................. 1.21% 0.66%
Book value per share ................................. $10.03 $9.69
====== =====
- ------------------------
(1) The ratios for the three- and six-month periods are annualized.
13
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
Neither the Corporation nor the Bank was engaged in any legal
proceedings of a material nature at March 31, 2000. From time to time,
the Corporation is a part to legal proceedings in the ordinary course
of business wherein it enforces its security interest in loans.
Item 2. Changes in Securities
---------------------
Not applicable.
Item 3. Defaults upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
----------------------------------------------------
The annual meeting of shareholders of the Corporation was held on
January 26, 2000 and the following items were acted upon:
Election of Directors Harry W. Garrett, Jr., and Harold K. Neal
for terms of three years ending in 2003. All were elected as
indicated below:
Votes Votes
For Withheld
--- --------
George N. Cooper 1,832,858 7,870
William P. Pickett 1,832,758 7,970
W. Henry Walton, Jr. 1,832,458 8,270
Ratification of the appointment of BDO Seidman, LLP, as the
Corporation's auditors for the 2000 fiscal year. BDO SEIDMAN,
LLP, was ratified as follows:
Votes Votes
For Against Abstain
--- ------- -------
1,816,636 13,797 10,295
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit
Exhibit 27: Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K
Not applicable.
14
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BEDFORD BANCSHARES, INC.
Date: May 11, 2000 By: /s/ Harold K. Neal
------------------
Harold K. Neal
President and
Chief Executive Officer
(Principal Executive Officer)
Date: May 11, 2000 By: /s/ James W. Smith
------------------
James W. Smith
Vice President and Treasurer
(Principal Accounting and
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,664
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 5,760
<INVESTMENTS-CARRYING> 808
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<DEPOSITS> 123,696
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<LONG-TERM> 19,000
0
0
<COMMON> 215
<OTHER-SE> 21,333
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<ALLOWANCE-DOMESTIC> 852
<ALLOWANCE-FOREIGN> 0
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</TABLE>
