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 June 30, 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 August 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 June 30, 2000
(unaudited) and September 30, 1999 3
Consolidated Statements of Income for the three and nine months ended
June 30, 2000 and 1999 (unaudited) 4
Consolidated Statements of Comprehensive Income for The
three and nine months ended June 30, 2000 and 1999
(unaudited) 5
Consolidated Statements of Cash Flows for the nine months ended June 30,
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)
June 30 September 30
2000 1999
---- ----
(In Thousands)
<S> <C> <C>
Assets
------
Cash and cash equivalents....................................................... $5,293 $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............... 28 4,628
Investment securities available for sale, at market value...................... 6,717 5,830
Investment in Federal Home Loan Bank stock, at cost............................ 1,900 1,500
Loans receivable, net.......................................................... 168,284 147,689
Foreclosed real estate, net.................................................... 314 0
Property and equipment, net.................................................... 1,196 1,105
Accrued interest receivable 1,111 924
Deferred income taxes.......................................................... 311 225
Other assets................................................................... 346 282
-------- --------
Total assets............................................................... $186,308 $165,737
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities
-----------
Deposits....................................................................... $125,324 $114,720
Advances from the Federal Home Loan Bank....................................... 38,000 28,000
Advances from borrowers for taxes and insurance................................ 452 605
Dividends payable.............................................................. 215 196
Other liabilities.............................................................. 268 1,150
-------- --------
Total liabilities.......................................................... 164,259 144,671
-------- --------
Commitments and contingent liabilities
Stockholders' equity
--------------------
Preferred stock, par value $.10 per share, authorized 250,000; issued and
outstanding, none 0 0
Common stock, par value, $.10 per share, authorized 2,750,000 shares; issued
and outstanding 2,149,270 at June 30, 2000 and 2,173,050 at September 30, 1999. 215 217
Additional paid in capital..................................................... 10,410 10,497
Retained earnings, substantially restricted.................................... 12,156 11,223
Accumulated other comprehensive loss........................................... (188) (151)
Less stock acquired by ESOP and RRP............................................ (544) (720)
-------- --------
Total stockholders' equity................................................. 22,049 21,066
-------- --------
Total liabilities and stockholders' equity................................. $186,308 $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 Nine Months Ended
June 30 June 30
2000 1999 2000 1999
---- ---- ----- ----
(Dollars in Thousands, Except Per Share Data)
<S> <C> <C> <C> <C>
Interest Income:
Loans.............................................. $3,237 $2,622 $9,123 $7,826
U.S. Government Obligations including agencies..... 122 290 425 909
Other investments, including overnight deposits.... 71 49 207 154
------ ------ ------ ------
Total interest income........................... 3,430 2,961 9,755 8,889
------ ------ ------ ------
Interest Expense:
Deposits........................................... 1,304 1,098 3,666 3,326
Borrowed funds..................................... 524 396 1,475 1,187
------ ------ ------ ------
Total interest expense.......................... 1,828 1,494 5,141 4,513
------ ------ ------ ------
Net interest income............................. 1,602 1,467 4,614 4,376
Provision for credit losses......................... 30 22 90 67
------ ------ ------ ------
Net interest income after provision for credit
losses............................................. 1,572 1,445 4,524 4,309
------ ------ ------ ------
Noninterest income:
Service charges and fees on loans.................. 149 142 445 453
Other customer service fees and
commissions........................................ 90 83 297 243
Other.............................................. 14 16 47 73
------ ------ ------ ------
Total noninterest income........................ 253 241 789 769
------ ------ ------ ------
Noninterest expense:
Personnel compensation and benefits................ 465 462 1,444 1,390
Occupancy and equipment............................ 79 79 226 234
Data Processing.................................... 112 101 319 291
Federal insurance of accounts...................... 6 16 32 47
Advertising........................................ 31 26 104 86
Professional fees.................................. 33 41 124 168
Other.............................................. 100 84 327 282
------ ------ ------ ------
Total noninterest expense....................... 826 809 2,576 2,498
------ ------ ------ ------
Income before income taxes...................... 999 877 2,737 2,580
Provision for income taxes......................... 381 333 1,063 979
------ ------ ------ ------
Net income....................................... $ 618 $ 544 $1,674 $1,601
====== ====== ====== ======
Basic earnings per share............................ $0.30 $0.25 $0.81 $0.73
===== ===== ===== =====
Diluted earnings per share.......................... $0.29 $0.24 $0.78 $0.69
===== ===== ===== =====
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
2000 1999 2000 1999
---- ---- ---- ----
. (Dollars in Thousands, Except Per Share Data)
<S> <C> <C> <C> <C>
Net Income.............................................. $618 $544 $1,674 $1,601
Other comprehensive income, net of tax effect:
Unrealized gains (losses) on securities
available for sale................................... 30 (98) (37) (186)
---- ---- ------ ------
Comprehensive income.................................... $648 $446 $1,637 $1,415
==== ==== ====== ======
</TABLE>
5
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
------June 30-------
2000 1999
------ ------
(Dollars in Thousands)
<S> <C> <C>
Operating activities:
Net Income ............................................................ $ 1,674 $ 1,601
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses ......................................... 90 67
Provision for depreciation and amortization ......................... 107 102
Amortization of investment security premiums and accretion of
discounts, net ...................................................... 3 6
(Increase) decrease in deferred income taxes ........................ (86) (114)
(Gain) loss on sale of loans, investments and foreclosed real estate -- (21)
(Increase) decrease in accrued interest receivable .................. (187) 83
(Increase) decrease in other assets ................................. (64) 170
Increase (decrease) in other liabilities ............................ (882) (327)
-------- --------
Net cash provided by (used in) operating activities ................ 655 1,567
-------- --------
Investing activities:
Proceeds from sale of marketable equity securities available for sale 4,664 --
Proceeds from the maturities of investments ......................... 509 13,555
Purchases of investment securities .................................. (1,500) (8,975)
Purchase of Federal Home Loan Bank stock ........................... (400) (50)
Net increase in loans to customers .................................. (20,595) (9,172)
Principal collected on mortgage-backed securities ................... 2 3
Purchases of premises, equipment and leasehold improvements ......... (198) (39)
Purchase of foreclosed property, net ................................ (313) --
-------- --------
Net cash provided by (used in) investing activities ................ (17,831) (4,678)
-------- --------
Financing activities:
Exercise of stock options ........................................... -- 18
Allocation of ESOP and RRP shares ................................... 134 201
Dividends paid ...................................................... (605) (573)
Net increase (decrease) in customer deposits ........................ 10,604 6,093
Proceeds from (repayments of) advances and other borrowed money ..... 10,000 (1,000)
Repurchase of stock ................................................. (264) (842)
Net increase (decrease) in advance payments from borrower for taxes
and insurance ....................................................... (153) (148)
Other, net .......................................................... 9 51
-------- --------
Net cash provided by financial activities .......................... 19,725 3,800
-------- --------
Increase (decrease) in cash and cash equivalents ................... 2,549 689
Cash and cash equivalents at beginning of period ....................... 2,744 5,666
-------- --------
Cash and cash equivalents at end of period ............................. $ 5,293 $ 6,355
======== ========
</TABLE>
See notes to consolidated financial statements
6
<PAGE>
BEDFORD BANCSHARES, INC. AND SUBSIDIARIES
Notes to Unaudited Interim Consolidated Financial Statements
June 30, 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 June 30, 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 Nine Months Ended
June 30 June 30
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic Earnings Per Share:
Net Income ........................................ $ 618,000 $ 544,000 $1,674,000 $1,601,000
========== ========== ========== ==========
Average Shares Outstanding, Net of
unallocated ESOP Shares (77,334 and 93,334 at June
30, 2000 and 1999, respectively) .................. 2,071,937 2,164,391 2,078,569 2,187,429
========== ========== ========== ==========
Basic Earnings Per Share .......................... $ 0.30 $ 0.25 $ 0.81 $ 0.73
========== ========== ========== ==========
Diluted Earnings Per Share;
Net Income ........................................ $ 618,000 $ 544,000 $1,674,000 $1,601,000
========== ========== ========== ==========
Average Shares Outstanding, Net of unallocated ESOP
Shares (77,334 and 93,334
at June 30, 2000 and 1999, respectively) .......... 2,071,937 2,164,391 2,078,569 2,187,429
Dilutive effect of RRP Plan shares .............. 793 23,412 1,117 23,383
Dilutive effect of Stock Options ................ 55,378 103,107 59,167 102,870
---------- ---------- ---------- ----------
Average Shares Outstanding ........................ 2,128,108 2,290,910 2,138,853 2,313,682
========== ========== ========== ==========
Diluted Earnings Per Share ........................ $ 0.29 $ 0.24 $ 0.78 $ 0.69
========== ========== ========== ==========
</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 June 30, 2000, consolidated assets totaled $186.3 million, an increase
of $20.6 million from September 30, 1999. The asset expansion was reflected in
growth of the loan portfolio which increased $20.6 million. Funding for the loan
growth was provided by a $10.6 million rise in deposits, a $10.0 million
increase in FHLB advances, and the sale of $4.6 million of marketable equity
securities available for sale. During fiscal 2000, we have focused on increasing
our deposit base by marketing specific deposit products, especially certificates
of deposit that pay attractive rates of return and enhance our asset/liability
position. At June 30, 2000 certificates of deposit totaled $82.4 million, up
12.9% from the $73.0 million at September 30, 1999.
RESULTS OF OPERATIONS
General. Net income for the three months ended June 30, 2000 increased
$74,000, or 13.6%, to $618,000 from $544,000 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 nine months ended June 30, 2000 was $1,674,000, up
4.6% from the $1,601,000 earned in the same nine months of 1999.
Interest Income. Interest income totaled $3.4 million for the three
months ended June 30, 2000, a $469,000 increase from $3.0 million for the
comparable 1999 period. The increase for the three months ended June 30, 2000
was primarily attributable to an increase of $29.3 million in average loans
receivable from the third quarter of fiscal 1999, combined with a 14 basis point
improvement in the yield on average loans. The improvement in yield is primarily
8
<PAGE>
the result of the recognition of interest income on a loan that had been
classified as nonaccrual but was reclassified current during the three months
ended June 30, 2000.
For the nine months ended June 30, 2000, interest income totaled $9.8
million, an $866,000 increase from the $8.9 million for the comparable 1999
period. An increase of $25.1 million in average loans receivable for the nine
months ended June 30, 2000 compared to the same nine months of 1999 was the
primary reason for the rise in interest income. Offsetting the increase in
interest income for the nine months ended June 30, 2000, was a 14 basis point
decline in the yield on average loans.
Interest Expense. Interest expense totaled $1.8 million for the three
months ended June 30, 2000, a $334,000 increase from $1.5 million for the
comparable 1999 period. The increase was due to a $206,000 increase in interest
on deposits, due to a $9.7 million increase in average volume, and a 36 basis
point rise in average cost. Additionally, interest on borrowed funds increased
$128,000 increase due to the higher volume and cost of FHLB advances.
For the nine months ended June 30, 2000, interest expense totaled $5.1
million, a $628,000 increase from the $4.5 million for the comparable 1999
period. Interest on deposits reflected a $340,000 increase and interest on FHLB
advances was up $288,000. 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 June 30, 2000, net
interest income was $1.6 million, up $135,000 from the net interest income
earned in the same period of 1999. For the three months ended June 30, 2000, our
interest rate spread and net interest margin decreased to 2.85% and 3.63%,
respectively, compared to 2.96% and 3.70%, 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 $4.6 million for the nine months ended June
30, 2000, up $238,000 from the $4.4 million for the comparable period of fiscal
1999. For the nine months ended June 30, 2000, our interest rate spread and net
interest margin were 2.87% and 3.60%, respectively, compared to 2.99% and 3.73%,
respectively for the same nine months of fiscal 1999. A 14 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 June 30, 2000 from $22,000 for the
same 1999 period. For the nine months ended June 30, 2000, the provision for
credit losses was $90,000, compared to $67,000 for the comparable nine months of
fiscal 1999. Although nonperforming assets increased $616 thousand during the
nine months ended June 30, 2000, they were down $453 thousand for the three
months ended June 30, 2000. These loans are adequately secured and as a result
management believes the allowance for credit losses is sufficient. 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,
9
<PAGE>
and current and potential charge-offs, The assessment of the adequacy of the
allowance for credit losses involves 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 June 30, 2000,
noninterest income was $253,000, up 5.0% from the $241,000 for the comparable
1999 period. Service charges and fees on loans were up $7,000 to $149,000 for
the third quarter of fiscal 2000 from $142,000 for the comparable period of
fiscal 1999. Other customer service fees and commissions were up 8.4% to $90,000
for the three months ended June 30, 2000 compared to the same three months of
1999 due primarily to the increased number of transaction accounts.
For the nine months ended June 30, 2000, noninterest income was
$789,000, up slightly from the $769,000 earned in the nine months ended June 30,
1999. A $54,000 increase in other customer service fees and commissions was
offset by a decrease $27,000 decline in the income derived from the presale of
mortgage loans.
Noninterest expense. Noninterest expense was $826,000 for the three
months ended June 30, 2000, up 2.1% from $809,000 for the comparable 1999
period. Data processing expense was up $11,000 due to increased pricing from our
primary service provider. Advertising, primarily focused on increasing deposits,
was up $5,000, or 19.2%, due to increased marketing and an increase in the cost
of media advertising. For the three months ended June 30, 2000 there were no Y2K
expenses, compared to expenses of $10,000 in the comparable quarter of 1999.
For the nine months ended June 30, 2000, noninterest expense was $2.6
million, up 3.1% from the level for the same period of fiscal 1999. Personnel
compensation and benefits were up 3.9% to $1.4 million due to increased
staffing. Data processing expense was $319,000, up 9.6% from the level for the
same nine months of fiscal 1999 due to increased pricing by our primary service
provider. Advertising reflected a 20.9% rise to $104,000 due to increase
marketing efforts primarily to attract deposits. Professional fees were down
26.2% to $124,000 from $168,000 for the same nine months of fiscal 1999 due to
lower legal expenses and a reduction of $7,000 in outside services, due
primarily to consulting expenses incurred in fiscal 1999.
Provision for Income Taxes. The provision for income taxes was $381,000
for the three months ended June 30, 2000, up 14.4% from the $333,000 provision
recorded in the same three months of fiscal 1999. For the nine months ended June
30, 2000, the provision for income taxes was $1.1 million, up $84,000 from the
provision for the comparable period of fiscal 1999. The primary reason for the
increases 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 June 30, 2000. (Dollar amounts in thousands).
June 30, 2000
----------------
Percentage
of assets
------------
GAAP Capital................................ $20,558 11.16%
======= =====
Tangible capital.......................... $20,734 11.26%
Tangible capital requirement.............. $2,798 1.50%
------ -----
Excess.................................... $17,936 9.76%
======= =====
Core capital.............................. $20,734 11.26%
Core capital requirement.................. 7,462 4.00%
----- -----
Excess.................................... $13,272 7.26%
======= =====
Total risk-based capital (1).............. $21,452 18.38%
Total risk-based capital requirement (1).. 9,300 8.00%
----- -----
Excess.................................... $12,152 10.38%
======= =====
-----------------------------
(1) Based on risk-weighted assets of $116,246
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 June 30, 2000, such
borrowed funds totaled $38 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 June 30, 2000, our regulatory liquidity was 10.81%.
11
<PAGE>
The amount of certificate accounts which are scheduled to mature during the
next twelve months ending June 30, 2001, is approximately $53.5 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 June 30, 2000, we had loan commitments outstanding of $20.8million.
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 Nine Months Ended
June 30 June 30
--------------------- -----------------------
2000(1) 1999(1) 2000(1) 1999(1)
------- ------- ------- -------
(Unaudited)
<S> <C> <C> <C> <C>
Basic earnings per share ....................... $0.30 $0.25 $0.81 $0.73
Diluted earnings per share...................... $0.29 $0.24 $0.78 $0.70
Return on average assets........................ 1.35% 1.31% 1.27% 1.32%
Return on average equity........................ 11.34% 9.88% 10.40% 9.81%
Interest rate spread............................ 2.85% 3.96% 2.87% 2.99%
Net interest margin............................. 3.63% 3.70% 3.60% 3.73%
Noninterest expense to average assets........... 1.81% 2.10% 1.95% 2.11%
Net charge-offs to average outstanding loans....
0.04% --% 0.05% --%
</TABLE>
<TABLE>
<CAPTION>
June 30 September 30
2000 1999
----------- ---------------
(DOLLARS IN THOUSANDS)
(Unaudited)
<S> <C> <C>
Nonaccrual loans.......................................................... $1,391 $1,089
Foreclosed real estate.................................................... 314 --
------ ------
Total nonperforming assets................................................ $1,705 $1,089
====== ======
Allowance for credit losses to nonperforming assets....................... 48.22% 73.83%
Nonperforming loans to total loans........................................ .83% 0.74%
Nonperforming assets to total assets...................................... .91% 0.66%
Book value per share ..................................................... $10.26 $9.69
====== =====
</TABLE>
------------------------
(1) The ratios for the three- and nine-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 June 30, 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
---------------------------------------------------
Not applicable.
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: August 9, 2000 By: /s/Harold K. Neal
---------------------------------
Harold K. Neal
President and
Chief Executive Officer
(Principal Executive Officer)
Date: August 9, 2000 By: /s/James W. Smith
---------------------------------
James W. Smith
Vice President and Treasurer
(Principal Accounting and
Financial Officer)
15
