General

BCSB Bancorp, Inc. BCSB Bancorp ("BCSB Bancorp" or the "Company"), a Maryland corporation, is the holding company for Baltimore County Savings Bank, F.S.B. and its subsidiaries (the "Bank"). The Company's primary asset is its investment in the Bank. The Company is primarily engaged in the business of directing, planning, and coordinating the business activities of the Bank. The Company's most significant asset is its investment in the Bank. Accordingly, the information set forth in this Quarterly Report on Form 10-Q, including financial statements and related data, relates primarily to the Bank. In the future, the Company may become an operating company or acquire or organize other operating subsidiaries, including other financial institutions. Currently, the Company does not maintain offices separate from those of the Bank or employ any persons other than officers of the Bank who are not separately compensated for such service. At June 30, 2009, the Company had total assets of $587.1 million, total deposits of $503.4 million and stockholders' equity of $59.6 million.

The Company's and the Bank's executive offices are located at 4111 E. Joppa Road, Suite 300, Baltimore, Maryland 21236, and its main telephone number is
(410) 256-5000.

Baltimore County Savings Bank, F.S.B. The Bank is a community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses within its market area, which consists of the Baltimore Metropolitan Area. The Bank is subject to extensive regulation, examination and supervision by the Office of Thrift Supervision, its primary federal regulator, and the Federal Deposit Insurance Corporation ("FDIC"), its deposit insurer. The Bank attracts deposits from the general public and invests these funds in loans secured by first mortgages on owner-occupied, single-family residences in its market area and other real estate loans consisting of commercial real estate loans, construction loans and single-family rental property loans. The Bank also originates consumer loans and commercial loans. The Bank derives its income primarily from interest earned on these loans, and to a lesser extent, interest earned on investment securities and mortgage-backed securities. The Bank operates out of its main office in Baltimore County, Maryland and 18 branch offices in Baltimore County, Harford County, Howard County and Baltimore City in Maryland.

Available Information

The Company and Bank maintain an Internet website at http://www.baltcosavings.com. The Company makes available its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to such reports filed with the Securities and Exchange Commission ("SEC") as well as other information related to the Company, free of charge. SEC reports are available on this site as soon as reasonably practicable after electronically filed.

Completed Reorganization

On April 10, 2008, a second-step conversion was completed after which Baltimore County Savings Bank, M.H.C. and BCSB Bankcorp, Inc. ceased to exist, a newly organized Maryland corporation, BCSB Bancorp, Inc., became the holding company for the Bank. As part of the conversion a total of 1,976,538 shares the Company's common stock were sold at $10.00 per share in a public offering and the Company received net proceeds of approximately $17.1 million. The Company contributed $8.5 million or approximately 50% of the net proceeds to the Bank. The Company also loaned $1.2 million to the Bank's Employee Stock Ownership Plan (the "ESOP") and the ESOP used those funds to acquire 122,197 shares of the Company's common stock. As part of the conversion, each outstanding public share of BCSB Bankcorp, Inc. was exchanged for 0.5264 shares of the Company's common stock. Information herein for dates and periods prior to April 10, 2008 reflects such information for BCSB Bankcorp, Inc.

Recent Developments

FDIC Deposit Insurance Fund Restoration Plan Announced

On February 27, 2009, the FDIC announced a proposed rule outlining its plan to implement an emergency special assessment on all insured depository institutions in order to restore the Deposit Insurance Fund to an acceptable level. The assessment, which is assessed as of June 30, 2009 and is payable on September 30, 2009, is in addition to increases in regular premiums assessed by the FDIC. In addition, the proposed rule provides that after June 30, 2009, if the reserve ratio of the Deposit Insurance Fund is estimated to fall to a level that the FDIC believes would adversely affect public confidence, or to a level which is close to or less than zero at the end of a calendar quarter, then an additional emergency special assessment may be imposed on all insured depository institutions. The FDIC special assessment was estimated to be $270,000 for the period ended June 30, 2009.

Critical Accounting Policies

Management's discussion and analysis of the "Company's" financial condition is based on the consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Management evaluates its estimates, including those related to the allowance for loan losses.

Management believes the allowance for loan losses is a critical accounting policy that requires the most significant estimates and assumptions used in the preparation of the consolidated financial statements. The allowance for loan losses is based on management's evaluation of the level of the allowance required in relation to the estimated loss exposure in the loan portfolio. Management believes the allowance for loan losses is a significant estimated loss and therefore regularly evaluates it for adequacy by taking into consideration factors such as prior loan loss experience, the character and size of the loan portfolio, business and economic conditions and management's estimation of losses. The use of different estimates or assumptions could produce different provisions for loan losses.

Securities are evaluated periodically to determine whether a decline in their value is other than temporary. The term "other than temporary" is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. We adopted FSP No. 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Indentifying Transactions That Are Not Orderly, and FSP No. FAS 115-1 and FAS 124-2, Recognition and Presentation of Other Than Temporary Impairments, for the quarter ended June 30, 1009. As a result of the adoption of the FSPs, impairment recognition is now segmented into credit and noncredit related components. Any fair value adjustment due to identified credit-related components will be recorded as an adjustment to current period earnings, while noncredit-related fair value adjustments will be recorded through other comprehensive income.

Management accounts for income taxes under the asset/liability method. Deferred tax assets are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period indicated by the enactment date. A valuation allowance is established for deferred tax assets when, in the judgment of management, it is more likely than not that such deferred tax assets will not become realizable. The judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond management's control. It is at least reasonably possible that management's judgment about the need for a valuation allowance for deferred tax assets could change in the near term.

Forward-Looking Statements

When used in this Quarterly Report on Form 10-Q, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area, competition and information provided by third-party vendors that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Comparison of Financial Condition at June 30, 2009 and September 30, 2008

During the nine months ended June 30, 2009, assets increased by $20.0 million, or 3.5%, from $567.1 million at September 30, 2008 to $587.1 million at June 30, 2009. Our cash and cash equivalents increased $21.1 million, or 60.4% from $35.0 million at September 30, 2008 to $56.1 million at June 30, 2009 due to proceeds received from our participation in TARP as described below and an increase in deposits. Net loans receivable decreased $1.6 million, or .40%, from $400.5 million at September 30, 2008 to $398.9 million at June 30, 2009. Management's lending strategy remains focused on commercial real estate, commercial business and home equity lending. We have ceased our indirect auto lending program. The indirect loan portfolio, which was $4.4 million at June 30, 2009, is expected to decline over time as the loans are paid down. Mortgage-backed securities available for sale increased by $1.1 million, or 1.2%, from $90.0 million at September 30, 2008 to $91.1 million at June 30, 2009 resulting from securities purchased during the period. At June 30, 2009, all mortgage-backed securities were classified as available for sale for liquidity purposes. The cash surrender value on the bank owned life insurance increased $382,000, or 2.6% from $14.4 million at September 30, 2008 to $14.8 million at June 30, 2009.

Deposits increased by $18.6 million, or 3.8 %, from $484.8 million at September 30, 2008 to $503.4 million at June 30, 2009. The Bank's current strategy remains focused on increasing core deposits such as checking and savings accounts. During the quarter ended June 30, 2009 the Bank repaid the $10.0 million in Federal Home Loan Bank advances outstanding as of September 30, 2008. Advances may be used to fund loan demand when other available liquidity sources do not meet this demand.

Stockholders' equity increased by $9.8 million, or 19.7%, from $49.8 million at September 30, 2008 to $59.6 million at June 30, 2009. On December 23, 2008, as part of the Troubled Asset Relief Program ("TARP") Capital Purchase Program, the Company entered into a Letter Agreement, and the related Securities Purchase Agreement - Standard Terms (collectively, the "Purchase Agreement"), with the United States Department of the Treasury ("Treasury"), pursuant to which the Company issued (i) 10,800 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation preference $1,000 per share ("Series A preferred stock"), and (ii) a warrant to purchase 183,465 shares of the Company's common stock, par value $0.01 per share, for an aggregate purchase price of $10,800,000 in cash. The Company contributed $5.5 million or approximately 51% of the net proceeds to the Bank in the form of a capital contribution. This was partially offset by an increase in the accumulated other comprehensive loss of $808,000 from $(2.5) million at September 30, 2008 to $(3.3) million at June 30, 2009.

The Series A preferred stock qualifies as Tier 1 capital and pays cumulative dividends at a rate of 5% per annum until February 15, 2014. Beginning February 16, 2014, the dividend rate will increase to 9% per annum. On and after February 15, 2012, the Company may, at its option, redeem shares of Series A preferred stock, in whole or in part, at any time and from time to time, for cash at a per share amount equal to the sum of the liquidation preference per share plus any accrued and unpaid dividends to but excluding the redemption date. Under the original terms of the Purchase Agreement, the Company is prohibited from redeeming the Series A preferred stock within the first three years unless it completed a qualified equity offering whereby it received aggregate gross proceeds of not less than $2.7 million. However, the provisions introduced by the American Recovery and Reinvestment Act of 2009 indicate that once the Company notifies Treasury that it would like to redeem the Series A preferred stock, the Treasury must permit the Company to do so subject to consultation with the OTS. The Company will be subject to existing supervisory procedures for approving redemption requests for capital instruments. The OTS will weigh the Company's desire to redeem the Series A preferred stock against the contribution of Treasury capital to the Company's overall soundness, capital adequacy and ability to lend, including confirming that the Company has a comprehensive internal capital assessment process.

The warrant is exercisable at $8.83 per share at any time on or before December 23, 2018. The number of shares of common stock issuable upon exercise of the warrant and the exercise price per share will be adjusted if specific events occur.

The Series A preferred stock and the warrants were issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Neither the Series A preferred stock nor the warrants will be subject to any contractual restrictions on transfer, except that Treasury may not transfer a portion of the warrant with respect to, or exercise the warrant for, more than one-half of the shares of common stock underlying the warrant prior to the earlier of (a) the date on which the Company has received aggregate gross proceeds of not less than $10,800,000 from one or more qualified equity offerings and (b) December 31, 2009.

Our accumulated other comprehensive loss net of taxes was $3.3 million at June 30, 2009, compared to accumulated other comprehensive loss net of taxes of $2.5 million at September 30, 2008. At June 30, 2009, we had $7.8 million of gross unrealized losses related to collateralized mortgage obligations with an amortized cost of $22.7 million as of that date. These securities contain mortgages with Alt-A characteristics. Gross unrealized losses for these same securities were approximately $4.0 million as of September 30, 2008. We recorded other-than-temporary impairment ("OTTI") charges of $500,000 on these securities during the three months ended June 30, 2009. We have the ability and intent to hold these securities to maturity, and, to date, the securities have performed in accordance with their terms. If in the future it is determined that declines in market values with respect to these or any other securities are other than temporary, the Company would be required to recognize additional losses in its Consolidated Statement of Operations.

Comparison of Operating Results for the Nine Months Ended June 30, 2009 and 2008

Net Income. Net income decreased by $510,000 from $434,000 for the nine months ended June 30, 2008 to a loss of $76,000 for the nine months ended June 30, 2009. The decrease was primarily due to the increase in the provision for losses on loans of $900,000, an other-than-temporary impairment charge of $500,000, increased FDIC insurance premiums and additional professional fees. The decrease was partially offset by improved net interest income and gain on sale of foreclosed real estate and repossessed assets.

Net Interest Income. Net interest income increased by $1.1 million, or 10.3%, from $10.7 million for the nine months ended June 30, 2008 to $11.8 million for the nine months ended June 30, 2009. The increase in net interest income primarily was due to an improved net interest margin resulting from reduced cost of funds on the deposit portfolio during the period. The net interest margin increased 46 basis points from 2.47% for the nine months ended June 30, 2008 to 2.93% for the nine months ended June 30, 2009.

Interest Income. Interest income decreased by $3.6 million, or 13.7% from $26.1 million for the nine months ended June 30, 2008 to $22.5 million for the nine months ended June 30, 2009. Interest and fees on loans decreased by $1.7 million, or 8.4%, from $20.1 million for the nine months ended June 30, 2008 to $18.4 million for the nine months ended June 30, 2009. This was partially due to a decrease in the average balance of loans receivable of $15.7 million from $412.8 million for the nine months ended June 30, 2008 to $397.0 million for the nine months ended June 30, 2009. The average rate earned on loans also declined by 30 basis points from 6.50% for the nine months ended June 30, 2008 to 6.20% for the nine months ended June 30, 2009. Interest income on mortgage-backed securities decreased by $291,000 or 6.9%, from $4.2 million for the nine months ended June 30, 2008 to $3.9 million for the nine months ended June 30, 2009. This decrease was primarily due to a decrease in the average balance of mortgage-backed securities from $102.0 million for the nine months ended June 30, 2008 to $92.3 million for the nine months ended June 30, 2009. Interest and dividends on investment securities decreased by $158,000, or 82.7% from $191,000 for the nine months ended June 30, 2008 to $33,000 for the nine months ended June 30, 2009. This was primarily due to a decrease in the average balance from $4.3 million for the nine months ended June 30, 2008 to $2.2 million for the nine months ended June 30, 2009 as these securities matured. Other interest income, which primarily consists of the investment in overnight federal funds decreased by $1.4 million, or 90.2% from $1.6 million for the nine months ended June 30, 2008 to $156,000 for the nine months ended June 30, 2009. The decrease was primarily due to a decrease in the average yield on other investments of 308 basis points, from 3.52% for the nine months ended June 30, 2008 to .44 % for the nine months ended June 30, 2009 due to drastic declines in interest rates over the period. The average balance of other interest earning assets also decreased by $13.4 million, from $60.5 million for the nine months ended June 30, 2008 to $47.0 million for the nine months ended June 30, 2009.

Interest Expense. Interest expense, which consists of interest on deposits, interest on borrowed money and other interest expense decreased from $15.4 million for the nine months ended June 30, 2008 to $10.7 million for the nine months ended June 30, 2009, a decrease of $4.7 million or 30.3%. Interest on deposits decreased $3.7 million from $13.4 million for the nine months ended June 30, 2008 to $9.7 million for the nine months ended June 30, 2009. This decrease was due to the decrease in the average cost of deposits of 71 basis points from 3.34% for the nine months ended June 30, 2008 to 2.63% for the nine months ended June 30, 2009. There was also a decrease in the average balance of deposits of $44.9 million from $537.0 million for the nine months ended June 30, 2008 to $492.1 million for the nine months ended June 30, 2009. The Bank's current strategy is to focus on increasing core deposits such as checking and savings accounts. This strategy is at least partially responsible for the decrease in the average cost of deposits. Interest on long-term borrowings decreased by $306,000 for the nine months ended June 30, 2009 as there were no long term borrowings outstanding during the period. Interest expense on the Junior Subordinated Debentures decreased by $592,000 or 44.9% from $1.3 million for the nine months ended June 30, 2008 to $727,000 for the nine months ended June 30, 2009 due to the payoff of approximately $6.2 million of this debt during June 2008. Also contributing to the decline in interest expense on Junior Subordinated Debentures was a decrease in the average cost of funds on the debt of 189 basis points, from 7.59% for the nine months ended June 30, 2008 to 5.70% for the nine months ended June 30, 2009. The rates on the Junior Subordinated Debentures are based on LIBOR and adjust quarterly.

Average Balance Sheet. The following table sets forth certain information relating to the Company's average balance sheet and reflects the average yield on assets and cost of liabilities for the periods indicated and the yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the nine month periods ended June 30, 2009 and 2008. Total average assets are computed using month-end balances.

The table also presents information for the periods indicated with respect to the differences between the average yield earned on interest-earning assets and average rate paid on interest-bearing liabilities, or "interest rate spread," which banks have traditionally used as an indicator of profitability. Another indicator of net interest income is "net interest margin," which is net interest income divided by the average balance of interest-earning assets.

                                                        For the Nine Months Ended June 30,
                                                    2009                                 2008
                                        Average                Average       Average                Average
                                        Balance    Interest     Rate         Balance    Interest     Rate
                                                              (Dollars in thousands)
Interest-earning assets:
Loans receivable, net                  $ 397,040   $  18,449      6.20 %    $ 412,772   $  20,131      6.50 %
Mortgage-backed securities                92,277       3,911      5.65        101,988       4,202      5.49
Investment securities                      2,241          33      1.96          4,332         191      5.88
Other interest earning assets             47,049         156       .44         60,464       1,594      3.52

Total Interest-earning assets            538,607      22,549      5.58        579,556      26,118      6.01
Bank Owned Life Insurance                 14,658                               14,045
Noninterest-earning assets                29,017                               29,197

Total assets                           $ 582,282                            $ 622,798

Interest-bearing liabilities:
Deposits                               $ 492,150   $   9,720      2.63 %    $ 537,038   $  13,441      3.34 %
Short-term FHLB Advances                   8,425         284      4.49         10,000         337      4.49
Long-term FHLB Advances                       -           -         -           8,462         306      4.82
Junior Subordinated Debentures            17,011         727      5.70         23,175       1,319      7.59
Other liabilities                          1,839          -        .00          1,455          -        .00

Total interest-bearing liabilities       519,425      10,731      2.75        580,130      15,403      3.54

Noninterest-bearing liabilities            5,338                                1,941

Total liabilities                        524,763                              582,071
Stockholders' Equity                      57,519                               40,727

Total liabilities and stockholders'
equity                                 $ 582,282                            $ 622,798

Net interest income                                $  11,818                            $  10,715

Interest rate spread                                              2.83 %                               2.47 %

Net interest margin                                               2.93 %                               2.47 %

Ratio average interest earning
assets/interest-bearing liabilities                             103.69 %                              99.90 %

Rate/Volume Analysis. The table below sets forth certain information regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to: (i) changes in volume (changes in volume multiplied by old rate); (ii) changes in rates (change in rate multiplied by old volume); and (iii) changes in rate/volume (changes in rate multiplied by the changes in volume).

                                                           For Nine Months Ended June 30,
                                                   2009                 Vs.                2008
                                                             Increase (Decrease) Due to
                                           Volume          Rate                 Rate/Volume         Total
                                                                   (In Thousands)
Interest income:
Loans receivable, net                     $   (786 )     $   (931 )            $          35       $ (1,682 )
Mortgage-backed securities                    (401 )          122                        (12 )         (291 )
Investment securities                          (92 )         (127 )                       61           (158 )
Other interest-earning assets                 (351 )       (1,397 )                      310         (1,438 )

Total interest-earning assets               (1,630 )       (2,333 )                      394         (3,569 )
Interest expense:
. . .