U. S. Securities and Exchange Commission Washington, D.C 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 Commission File Number 33-64520 BANK BUILDING CORPORATION Virginia 54-1714800 9112 Virginia Avenue, Bassett, Virginia 24055 (703) 629-3331 Securities registered pursuant to Section 12-(b) of the Act: None Securities registered pursuant to Section 12-(g) of the Act: 400,000 Shares of Common Stock with no par value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the last 90 days. Yes X No ____. There are 398,244 shares of sock outstanding as of November 10, 2000. INDEX PART 1 - FINANCIAL INFORMATION 3 ITEM 1 - FINANCIAL STATEMENTS 3 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION 3 CONSOLIDATED STATEMENTS OF INCOME 3 CONSOLIDATED STATEMENTS CASH FLOWS 5 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6 PART II - OTHER INFORMATION 7 Part 1 - Financial Information Item 1 - Financial Statements Consolidated Statements of Financial Condition (Dollars in Thousands) June 30 ASSETS 2000 1999 Current Assets Cash $ $ 137 152 Receivable - 7 Prepaid Expenses 20 60 Income tax refund receivable - - Total Current Assets 157 219 Property and equipment Total Fixed Assets 20,829 17,546 Less accumulated depreciation (1,040) (604) Net Fixed Assets 19,789 16,942 Net organization costs 103 88 Other Assets $ $ 20,049 17,249 LIABILITIES Current Liabilities Accounts Payable - 3 Accrued Interest $ $ 182 130 Current portion of long-term debt 729 456 Note payable - demand 1,484 1,113 Deposit on Property - - Total Current Liabilities 2,122 1,975 Long-term debt 17,779 15,089 Stockholders equity Common stock, authorized 400,000 shares, no par value, 398,244 issued and outstanding - - Retained earnings (deficit) 148 185 Total stockholders' equity 148 185 $ $ 20,049 17,249 Consolidated Statements of Income (Dollars in Thousands except per share data) Nine Three Months Months Ended Ended Septemb September 30 er 30 2000 1999 2000 1999 INCOME Lease Income $ $ $ $ 1,572 1,366 521 516 Other Income 94 36 68 23 1,666 1,402 589 539 EXPENSES Interest 1,183 943 431 355 Depreciation 272 198 91 85 Amortization 9 8 3 3 Other 66 53 21 27 1,530 1,202 546 470 Net income 136 200 43 69 Retained earnings, beginning of Period 12 (15) 12 (15) Retained earnings, end $ $ $ $ of Period 148 185 55 54 Earnings per share $ $ $ $ 0.34 0.50 0.11 0.17 Consolidated Statements Cash Flows (Dollars in Thousands) 2000 1999 C a s h f l o w s f r o m o p e r a t i n g a c t i v i t i e s : N $113 $200 e t I n c o m e ( l o s s ) A d j u s t m e n t s t o r e c o n c i l e n e t i n c o m e t o n e t c a s h p r o v i d e d b y o p e r a t i n g a c t i v i t i e s : Depreciation 292 198 Amortization 12 8 ( (13) I (51) n c r e a s e ) d e c r e a s e i n p r e p a i d e x p e n s e s I 75 n 12 c r e a s e ( d e c r e a s e ) i n a c c r u e d i n t e r e s t N 479 e 367 t c a s h p r o v i d e d b y o p e r a t i n g a c t i v i t i e s C a s h f l o w s f r o m i n v e s t i n g a c t i v i t i e s P (446) u r c h a s e o f p r o p e r t y N (446) e - t c a s h u s e d b y i n v e s t i n g a c t i v i t i e s C a s h f l o w s f r o m f i n a n c i n g a c t i v i t i e s : R (316) e (234) p a y m e n t o f l o n g- t e r m d e b t P 396 r o c e e d s f r o m n o t e p a y a b l e N 80 e (234) t c a s h p r o v i d e d ( u s e d b y ) f i n a n c i n g a c t i v i t i e s I 113 n 133 c r e a s e ( d e c r e a s e ) i n c a s h C 24 a 19 s h a t b e g i n n i n g o f y e a r C $ 137 $ a 152 s h a t e n d o f y e a r BANK BUILDING CORPORATION Notes to Consolidated Financial Statements 1. Presentation of Statements In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (all of which were normal recurring accruals) necessary for a fair presentation. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for an entire year. The accompanying financial statements include the Company's wholly-owned subsidiary, Blackstone Properties, LLC. All intercompany transactions between the Company and Blackstone have been eliminated in these statements. Blackstone Properties owns a shopping center in southside Virginia and leases space to a number of retail tenants. Item 2 - Management's Discussion And Analysis Of Financial Condition And Results Of Operations The primary purpose of BBC is to acquire and develop property for lease as bank offices to a number of Participating Banks. The selection of sites and construction of the offices is done by the Participating Banks that will lease the site to insure the needs of the bank are met. There are, however, no commitments on the part of any Participating Bank to present prospective office properties to BBC nor are there any commitments on the part of BBC to accept any prospective office properties offered by any of the Participating Banks. The acquisition and development of property is financed through loans from various sources. The Company now owns eighteen offices which are leased to various Participating Banks under triple net operating leases. The leasing bank are responsible for all property taxes, insurance and maintenance costs on each leased office. The Company incurs both interest and depreciation expenses related to each office as well as other, minimal operating costs. The Company anticipates acquiring eight additional branch packages from the Participating Banks during the fourth quarter of 2000. Subsequent to the September 30, 2000, the Company entered into negotiations to purchase another commercial property. The Company also owns the Westlake Corner Shopping Center near Smith Mountain Lake. This center consists of 50,000 square feet of space on 29 acres. The anchor tenants for the center are Food Lion, Revco, and Family Dollar Store. First National Bank, Rocky Mount, Virginia opened an office on a portion of this property on June 5, 1998. As noted above, the Company also owns Blackstone Properties, a wholly-owned subsidiary, which owns a shopping center in southside Virginia which is leased to a number of retail tenants. For the first nine months of 2000 the Company generated net income of $125,000 compared to $185,000 for the previous year. Lease payments on the various properties continue to provide the revenue for the company. Interest and depreciation costs associated with the various properties owned by the Company also continue to be the only significant expenses. Increases in these expenses account for the decline in net income compared to 1999. BANK BUILDING CORPORATION Part II - Other Information Item 1. Legal Proceedings There were no legal proceedings of financial significance underway at September 30, 2000 or 1999. Item 2. Changes in Securities There have been no change in the Company's securities during the period covered by this report. Item 3. Defaults Upon Senior Securities There have been no defaults on any securities. Item 4. Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting of Shareholders on July 19, 2000. A total of 247,484 shares were voted at the meeting which equals 62% of the total outstanding shares. The following were reelected to serve as directors. No other items were considered at the meeting. Director Votes For Votes Against Worth Harris 247,484 -0- Carter, Jr. Robert E. Conner 247,484 -0- William G. Davis 247,229 255 Charles E. Hall 247,484 -0- Haller G. 247,484 -0- Prillaman R. E. Williams 247,484 -0- Item 5. Other Information None. Item 6. Exhibits and Reports on Forms 8-K There have been no reports on Form 8-K filed during the period covered by this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BANK BUILDING CORPORATION (Registrant) Date: November 10, 2000 By: s/s Worth Harris Carter, Jr. Worth Harris Carter, Jr. President and Principal Financial Officer