BCSB Bcsb Bancorp, Inc. (MM)

BALTIMORE, July 26, 2013 /PRNewswire/ -- BCSB Bancorp, Inc. (the "Company") (NASDAQ: BCSB), the holding company for Baltimore County Savings Bank, reported net income of $436,000, or $0.14 per basic and diluted share, for the three month period ended June 30, 2013, which represents the third quarter of its 2013 fiscal year, as compared to net income of $368,000, or $0.11 per basic and diluted share, for the three months ended June 30, 2012. On June 14, 2013, the Company also announced that it entered into an Agreement and Plan of Merger with F.N.B. Corporation ("F.N.B."), whereby the Company will merge with and into F.N.B.  Also, the Company's subsidiary bank, Baltimore County Savings Bank, will merge with and into F.N.B.'s subsidiary bank, First National Bank of Pennsylvania.  The mergers are expected to close during the first quarter of calendar year 2014.

Net income for the nine months ended June 30, 2013 was $1,378,000, or $0.44 per basic share and $0.43 per diluted share, as compared to net income of $1,404,000, or $0.45 per basic share and $0.44 per diluted share for the nine months ended June 30, 2012.

During the three and nine months ended June 30, 2013, earnings were favorably impacted by increases in non-interest income as compared to the same periods in the prior fiscal year primarily due to gain on sale of a branch building during 2013, combined with Other Than Temporary Impairment charges incurred during the same period in 2012.  Deposits from the closed branch were consolidated with another existing location. During the three months ended June 30, 2013, earnings also increased in part due to a decrease in the provision for loan losses and, during the nine months ended June 30, 2013, earnings were favorably impacted by an increase in net interest income. Earnings for the three and nine months ended June 30, 2013 were negatively impacted by increases in non-interest expenses, primarily due to merger-related costs totaling approximately $280,000.  During the three months ended June 30, 2013, earnings were reduced by a moderate decrease in net interest income.

President and Chief Executive Officer Joseph J. Bouffard commented, "During the past three months, we have improved profitability and executed several major transactions, all considered by our management and Board of Directors to be very positive for the Company and our shareholders.  As stated above, we entered into a business combination agreement with F.N.B.  We repurchased for $1,442,000 from the U.S. Treasury a TARP-related stock warrant to purchase 183,465 shares of the Company's common stock, which equals a purchase price of approximately $7.85 per share. As a result, we have now completely exited the TARP Capital Purchase Program without having to raise any additional capital, which would have been dilutive to our shareholders. We also sold a building previously operated as a branch office, resulting in a pretax gain of approximately $114,000. And we have entered into contracts to dispose of nearly $900,000 of foreclosed real estate, which will impact our NPAs in a favorable way. We are pleased to be able to report these very positive developments and appreciate your continued support."

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

F.N.B. Corporation will file a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC").  The registration statement will include a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.

SHAREHOLDERS OF BCSB BANCORP, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. and BCSB Bancorp, Inc. have filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317 and free copies of the documents BCSB Bancorp, Inc. has filed with the SEC by contacting Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000.

F.N.B. and BCSB Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from BCSB Bancorp, Inc. shareholders in connection with the proposed merger. Information concerning such participants' ownership of BCSB Bancorp, Inc. common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

FORWARD-LOOKING STATEMENT

This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby.  All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to real estate values, market conditions, the impact of interest rates on financing, local and national economic factors and the matters described in "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended September 30, 2012.  Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed herein will be achieved.

SOURCE BCSB Bancorp, Inc.