SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 24, 2002
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BCSB BANKCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Federal 0-24589 52-2108333
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(State or Other (Commission File No.) (I.R.S.
Jurisdiction Employer
of Incorporation) Identification No.)
4111 E. Joppa Road, Suite 300, Baltimore, Maryland 21236
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 256-5000
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
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On July 24, 2002, BCSB Bankcorp, Inc. (the "Company") and its
wholly-owned subsidiary, Baltimore County Savings Bank, F.S.B., completed their
acquisition of WHG Bancshares Corporation ("WHG") and its wholly-owned
subsidiary, Heritage Savings Bank, F.S.B. As part of the acquisition, WHG's
stockholders received $14.25 per share for each share of WHG's common stock
issued and outstanding. The aggregate purchase price for the transaction
(including cash payments for the cancellation of options) was approximately $18
million. The purchase price was funded with cash on hand and the sale of liquid
securities. The transaction was accounted for using the purchase method.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by WHG pursuant to the Securities
Exchange Act of 1934, as amended, and are incorporated by reference in this Form
8-K/A. All documents that are as of September 30, 2001 and 2000 are incorporated
by reference from WHG's Annual Report on Form 10-KSB for the year ended
September 30, 2001 filed with the Commission on December 21, 2001. All documents
that are as of or for the Six Months March 31, 2002 and 2001 are incorporated by
reference from WHG's Quarterly Report on Form 10-QSB for its second fiscal
quarter ended March 31, 2002 filed with the Commission on May 13, 2002.
(i) Consolidated Statements of Financial Condition as of September 30,
2001 and 2000 and as of March 31, 2002, and notes thereto.
(ii) Consolidated Statements of Operations for the Years Ended
September 30, 2001 and 2000 and for the Six Months Ended March 31, 2002 and
2001, and notes thereto.
(iii)Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 2001 and 2000, and notes thereto.
(iv) Consolidated Statements of Cash Flows for the Years Ended
September 30, 2001 and 2000, and for the Six Months Ended March 31, 2002 and
2001, and notes thereto.
(v) Independent Auditors' Report dated as of November 7, 2001 relating
to the consolidated statements of financial condition of WHG and Subsidiary as
of September 30, 2001 and 2000, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the years in
the two-year period ended September 30, 2001, filed with WHG's Annual Report on
Form 10-KSB for the year ended September 30, 2001.
(b) The unaudited pro forma condensed combined financial statements
attached as Exhibit 99 ("pro forma financial statements") are based on the
historical financial statements of WHG and the Company and have been prepared to
illustrate the effect of the acquisition.
The unaudited pro forma condensed combined balance sheet as of June 30,
2002 attached as Exhibit 99 is based on the unaudited historical consolidated
balance sheets of the Company and WHG at that date, assuming that the
acquisition had been consummated on June 30, 2002 and accounted for using the
purchase method of accounting.
The unaudited pro forma income statements reflect the combination of
the historical results of operations of the Company and WHG for the year ended
September 30, 2001 and for the nine months ended June 30, 2002. The unaudited
pro forma income statements give effect to the acquisition using the purchase
method of accounting and assume that (1) the acquisition occurred as of the
beginning of the respective periods presented, and (2) the amount of initial
goodwill equaled the amount reflected in the unaudited pro forma condensed
combined balance sheet as of June 30, 2002.
These pro forma financial statements should be read in conjunction with
the historical consolidated financial statements and related notes contained in
the Company's Quarterly Reports on Form 10-QSB for the quarters ended June 30,
2002, March 31, 2002 and December 31, 2001 and Annual Report on Form 10-KSB for
the year ended September 30, 2001; and in WHG's Quarterly Reports on Form 10-QSB
for the quarters ended March 31, 2002 and December 31, 2001 and Annual Report on
Form 10-KSB for the year ended September 30, 2001.
The combined company expects to achieve benefits from the acquisition
including operating cost savings and revenue enhancements. These pro forma
financial statements do not reflect any potential cost savings or revenue
enhancements that are expected to result from the combination of the operations
of the Company and WHG other than the elimination of expenses related to WHG's
Employee Stock Ownership Plan and, accordingly, may not be indicative of the
results of future operations. No assurances can be given with respect to the
ultimate level of cost savings or revenue enhancements to be realized. As a
result, these pro forma financial statements are not necessarily indicative of
either the results of operations or financial condition that would have been
achieved had the acquisition in fact occurred on the dates indicated, nor do
they purport to be indicative of the results of operations or financial
condition that may be achieved in the future by the combined company.
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, hereunto duly authorized.
BCSB BANKCORP, INC.
DATE: September 19, 2002 By: /s/ Gary C. Loraditch
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Gary C. Loraditch
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT INDEX
Exhibit 99 Unaudited pro forma financial statements
EXHIBIT 99
BCSB Bankcorp, Inc.
Proforma Balance Sheet
June 30, 2002
BCSB WHG Purchase BCSB
Consolidated Consolidated Adjustments Proforma
Assets
Cash & due from banks 6,903,960 1,820,899 (153,189)(1) 8,571,670
Federal funds 5,277,386 4,915,402 10,192,788
Interest Bearing Deposits 6,786,480 3,116,308 9,902,788
Investment securities - Available for sale 57,940,620 816,477 (17,748,125)(1) 41,008,972
Investment securities - Held to maturity 4,000,000 250,000 (250,000)(1) 4,000,000
Loans, net 279,689,652 116,627,779 2,301,663 (2) 398,619,094
Mortgage backed securities - Available for sale 37,142,522 3,951,472 14,434,268 (1) 55,528,262
Mortgage backed securities - Held to maturity 35,772,257 14,035,297 (14,035,297)(1) 35,772,257
Premise & equipment, net 6,656,587 1,308,023 670,932 (3) 8,635,542
Accrued interest receivable 1,690,398 664,714 2,355,112
FHLB Stock 2,489,700 1,450,000 3,939,700
Goodwill - - 2,283,689 (4) 2,283,689
Other Assets 2,016,564 4,854,626 327,100 (5) 7,198,290
----------------- ------------ ----------------- -------------
Total Assets 446,366,126 153,810,997 (12,168,959) 588,008,164
================= ============ ================= =============
Liabilities & Equity
Deposits 372,469,182 116,496,158 1,725,757 (6) 490,691,097
Escrow deposits 2,907,244 423,026 3,330,270
Trust preferred securities 12,500,000 - 12,500,000
Accrued expenses & other liabilities 1,889,905 353,218 2,137,935 (7) 4,381,058
Borrowings 12,300,000 19,250,000 1,255,944 (8) 32,805,944
----------------- ------------ ----------------- -------------
Total Liabilities 402,066,331 136,522,402 5,119,636 543,708,369
----------------- ------------ ----------------- -------------
Stockholders Equity
Preferred stock - - -
Common stock 58,723 128,505 (128,505) 58,723
Additional paid-in-capital 22,033,797 7,108,574 (7,108,574) 22,033,797
Retained earnings 24,787,048 10,460,456 (10,460,456) 24,787,048
Unallocated ESOP stock (1,006,104) (267,412) 267,412 (1,006,104)
MSBP - (151,810) 151,810 -
Stock held by Rabbi Trust (1,196,500) - - (1,196,500)
Obligation under Rabbi Trust 1,274,644 - 1,274,644
Treasury stock (1,866,154) - (1,866,154)
Accumulated other comprehensive income 214,341 10,282 (10,282) 214,341
----------------- ------------ ----------------- -------------
Total Equity 44,299,795 17,288,595 (17,288,595) 44,299,795
----------------- ------------ ----------------- -------------
446,366,126 153,810,997 (12,168,959) 588,008,164
================= ============ ================= =============
BCSB Bankcorp, Inc.
Proforma Income Statement
For the Nine Months Ended June 30, 2002
BCSB WHG Combined Purchase BCSB
Consolidated Consolidated Results Adjustments Proforma
Interest Income
Interest on loans 15,222,940 6,406,026 21,628,966 (296,269) (2) 21,332,697
Interest on investment securities 2,556,694 572,860 3,129,554 (1,534) 3,128,020
Interest on mortgage backed securities 2,214,813 734,929 2,949,742 (61,815) 2,887,927
Other interest income 149,338 180,593 329,931 329,931
----------- ---------- ----------- ---------- -----------
Total interest income 20,143,785 7,894,408 28,038,193 (359,618) 27,678,575
Interest Expense
Interest on deposits 10,358,778 4,011,409 14,370,187 (898,952)(5),(6) 13,471,235
Interest on borrowings 557,466 876,232 1,433,698 (150,283)(8) 1,283,415
Other interest expense 9,051 -- 9,051 9,051
----------- ---------- ----------- ---------- -----------
Total interst expense 10,925,295 4,887,641 15,812,936 (1,049,235) 14,763,701
----------- ---------- ----------- ---------- -----------
Net interest income 9,218,490 3,006,767 12,225,257 689,617 12,914,874
Provision for Loan Loss 209,251 -- 209,251 -- 209,251
----------- ---------- ----------- ---------- -----------
Net interest income after provision 9,009,239 3,006,767 12,016,006 689,617 12,705,623
Other Income
Gain on sale of foreclosed real estate -- -- -- --
Gain on sale of loans 132,440 -- 132,440 132,440
Service fee income 13,652 -- 13,652 13,652
Fees and charges on loans 127,120 19,823 146,943 146,943
Fees on transaction accounts 304,713 37,569 342,282 342,282
Rental income 69,410 -- 69,410 69,410
Gain on sale of investments 44,026 14,769 58,795 58,795
Gain from sale of mortgage backed securities 5,595 -- 5,595 5,595
Miscellaneous income 24,131 50,526 74,657 74,657
----------- ---------- ----------- ---------- -----------
Total other income 721,087 122,687 843,774 -- 843,774
Non-Interest Expenses
Salaries and related expense 4,240,699 1,446,679 5,687,378 (206,661)(10) 5,480,717
Occupancy expense 907,756 137,146 1,044,902 8,333 (3) 1,053,235
Deposit insurance premiums 113,681 16,777 130,458 130,458
Data processing expense 665,139 98,747 763,886 763,886
Property and equipment expense 703,406 72,944 776,350 776,350
Professional fees 141,031 158,073 299,104 299,104
Advertising 631,015 32,091 663,106 663,106
Telephone, postage and office supplies 333,542 -- 333,542 333,542
Other expenses 323,313 300,095 623,408 623,408
----------- ---------- ----------- ---------- -----------
Total non-interest expense 8,059,582 2,262,552 10,322,134 (198,328) 10,123,806
----------- ---------- ----------- ---------- -----------
Income before tax provision 1,670,744 866,902 2,537,646 887,945 3,425,591
Income tax provision 647,059 340,254 987,313 342,924 1,330,237
----------- ---------- ----------- ---------- -----------
Net income 1,023,685 526,648 1,550,333 545,021 2,095,354
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BCSB Bankcorp, Inc.
Proforma Income Statement
Fot the Year Ended September 30, 2001
BCSB WHG Combined Purchase BCSB
Consolidated Consolidated Results Adjustments Proforma
Interest Income
Interest on loans 18,938,731 7,729,211 26,667,942 (384,005) (2) 26,283,937
Interest on investment securities 2,750,922 2,535,888 5,286,810 (1,875) (1) 5,284,935
Interest on mortgage backed securities 1,947,638 984,529 2,932,167 (82,420) (1) 2,849,747
Other interest income 711,169 337,275 1,048,444 1,048,444
----------- ---------- ----------- ---------- -----------
Total interest income 24,348,460 11,586,903 35,935,363 (468,300) 35,467,063
Interest Expense
Interest on deposits 13,785,205 6,504,019 20,289,224 (1,061,755)(5),(6) 19,227,469
Interest on borrowings 450,399 1,245,548 1,695,947 (200,194)(8) 1,495,753
Other interest expense 4,266 -- 4,266 4,266
----------- ---------- ----------- ---------- -----------
Total interst expense 14,239,870 7,749,567 21,989,437 (1,261,949) 20,727,488
----------- ---------- ----------- ---------- -----------
Net interest income 10,108,590 3,837,336 13,945,926 793,649 14,739,575
Provision for Loan Loss 332,341 30,000 362,341 -- 362,341
----------- ---------- ----------- ---------- -----------
Net interest income after provision 9,776,249 3,807,336 13,583,585 793,649 14,377,234
Other Income
Gain on sale of foreclosed real estate 15,751 -- 15,751 15,751
Gain on sale of loans 25,220 -- 25,220 25,220
Service fee income 14,249 -- 14,249 14,249
Fees and charges on loans 150,467 26,159 176,626 176,626
Fees on transaction accounts 322,459 56,566 379,025 379,025
Rental income 106,761 -- 106,761 106,761
Gain on sale of investments -- 1,144 1,144 1,144
Gain from sale of mortgage backed securities -- -- -- --
Miscellaneous income 102,672 63,194 165,866 165,866
----------- ---------- ----------- ---------- -----------
Total other income 737,579 147,063 884,642 -- 884,642
Non-Interest Expenses
Salaries and related expense 5,827,819 2,140,802 7,968,621 (343,820) (10) 7,624,801
Occupancy expense 1,120,279 191,548 1,311,827 11,111 (3) 1,322,938
Deposit insurance premiums 126,759 23,602 150,361 150,361
Data processing expense 701,689 114,930 816,619 816,619
Property and equipment expense 876,188 113,459 989,647 989,647
Professional fees 186,964 180,332 367,296 367,296
Advertising 806,020 78,000 884,020 884,020
Telephone, postage and office supplies 428,937 -- 428,937 428,937
Other expenses 255,118 431,086 686,204 686,204
----------- ---------- ----------- ---------- -----------
Total non-interest expense 10,329,773 3,273,759 13,603,532 (332,709) 13,270,823
----------- ---------- ----------- ---------- -----------
Income before tax provision 184,055 680,640 864,695 1,126,358 1,991,053
Income tax provision 79,290 274,760 354,050 434,999 789,049
----------- ---------- ----------- ---------- -----------
Net income 104,765 405,880 510,645 691,359 1,202,004
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BCSB Bankcorp, Inc.
Footnotes to Proforma Consolidated Financial Statements
1. Represents the funds used to complete the acquisition ( cash $.2
million and $18.1 million in security sales), the estimated fair
market value adjustment related to WHG's investment and mortgage
back securities portfolios (14.3 million) and the reclassification
of WHG's securities held to maturity portfolio as securities
available for sale. The estimated fair market value adjustment
(premium) is assumed to have a life of 11 months for investment
securities, 5 years for fixed rate mortgage backed securities and
14 years for variable mortgage backed securities. The adjustment
is assumed to amortize on a straight-line basis over these time
periods into interest income on investment and mortgage backed
securities.
2. Represents the estimated fair market value adjustment relating to
the loan portfolio. The estimated life of this portfolio is
assumed to be 6 years. The adjustment is assumed to amortize on a
level yield basis over this time period into interest and fees on
loans.
3. Represents the estimated market value adjustment relating to
premises and equipment. The estimated life of these assets is
assumed to be 30 years. The adjustment is assumed to amortize on a
straight -line basis over this time period into occupancy expense.
4. Represents the estimate of the excess of the total direct
acquisition costs over the estimated fair value of the net assets
acquired based upon currently available information.
5. Represents the estimated fair market value adjustment relating to
core deposits. The estimated life of these assets is assumed to be
1.85 years. The adjustment is assumed to amortize on a level yield
basis over this time period into interest on deposits. This also
represents the estimated income tax effects of the estimated
purchase accounting adjustments. The estimated income tax effect
is assumed to be at a marginal rate of 38.62%. The income tax
effect is reflected in tax expense during the period that the
related purchase accounting adjustments are amortized.
6. Represents the estimated fair market value adjustments relating to
certificates of deposit. The life of these liabilities is assumed
to be 5 years. The adjustment is assumed to amortize on a level
yield basis over this time period as a decrease in interest
expense on deposits.
7. Represents an estimated liability for the settlement of amounts
due to various parties in connection with the acquisition.
8. Represents the estimated fair market value adjustment related to
borrowings. The estimated fair value adjustment is being amortized
on a level yield basis over the remaining term to maturity or call
date.
9. Represents the elimination of WHG's equity as of the date of the
transaction.
10. Represents the assumed reduction of WHG's expenses related to
WHG's Employee Stock Ownership Plan and Recognition and Retention
Plan as these plans will be necessarily eliminated given the
nature of the consideration utilized in the transaction (cash).