SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
--------------------- ---------------------
Commission File No. 0-27606
WHG Bancshares Corporation
--------------------------
(Exact name of small business issuer as specified in its charter)
Maryland 52-1953867
-------- ----------
(State of incorporation (I.R.S. employer
or organization) identification no.)
1505 York Road, Lutherville, Maryland 21093
- ------------------------------------- -----
(Address of principal executive offices) (zip code)
(410) 583-8700
--------------
Issuer"s telephone number, including area code
Check whether the issuer (1) filed all reports required to be filed by Section
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 reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
--------- ----------
Number of shares of Common Stock outstanding as of February 10, 1998:
1,389,002
Transitional Small Business Disclosure Format (check one)
YES NO X
---------- ----------
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARY
Contents
--------
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements....................................................3
Consolidated statements of financial condition at December 31, 1997
(unaudited) and September 30, 1997............................................3
Consolidated statements of operations (unaudited) for the three months
Ended December 31, 1997 and December 31, 1996.................................4
Consolidated statements of cash flows (unaudited) for the three months
Ended December 31, 1997 and December 31, 1996...............................5-6
Notes to financial statements...............................................7-9
Item 2. Management's Discussion and Analysis or Plan of Operation...........10-15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings......................................................16
Item 2. Changes in Securities..................................................16
Item 3. Defaults upon Senior Securities........................................16
Item 4. Submission of Matters to a Vote of Security-Holders....................16
Item 5. Other Information......................................................16
Item 6. Exhibits and Reports on Form 8-K.......................................16
Signatures..........................................................................17
</TABLE>
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
<TABLE>
<CAPTION>
December 31, September 30,
------------ -------------
1997 1997
---- ----
(Unaudited)
Assets
------
<S> <C> <C>
Cash $ 1,057,768 $ 1,003,528
Interest bearing deposits in other banks 4,144,648 3,898,946
Federal funds sold 3,135,013 3,481,833
Other investments 5,750,000 3,750,000
Mortgage backed securities 2,774,084 2,845,210
Loans receivable - net 79,321,188 78,450,370
Accrued interest receivable - loans 354,436 374,561
- investments 109,991 69,230
- mortgage backed
securities 15,576 15,998
Premises and equipment - net 749,487 721,932
Federal Home Loan Bank of Atlanta stock, at cost 753,200 753,200
Investment in and loans to affiliated corporation 2,850,000 2,925,000
Deferred income taxes 116,394 116,394
Other assets 199,077 150,517
------------ ------------
Total assets $101,330,862 $ 98,556,719
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities
- -----------
Deposits $ 76,389,888 $ 74,186,112
Federal Home Loan Bank advances 4,000,000 4,000,000
Advance payments by borrowers for taxes
and insurance 856,471 330,671
Income taxes payable 45,125 64,284
Other liabilities 123,143 146,519
------------ ------------
Total liabilities 81,414,627 78,727,586
Commitments and contingencies
Stockholders' Equity
- --------------------
Common stock .10 par value; authorized
1,620,062 shares; issued and outstanding
1,389,002 shares at December 31, 1997 and
1,392,415 shares at September 30, 1997 138,900 139,241
Additional paid-in capital 11,394,448 11,390,312
Retained earnings (substantially restricted) 9,432,679 9,381,773
------------ ------------
20,966,027 20,911,326
Employee Stock Ownership Plan (1,049,792) (1,082,193)
------------ ------------
Total stockholders' equity 19,916,235 19,829,133
------------ ------------
Total liabilities and stockholders' equity $101,330,862 $ 98,556,719
============ ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-3-
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
-------------------------------------------------
<TABLE>
<CAPTION>
For Three Months Ended
December 31,
--------------------------
1997 1996
---- ----
<S> <C> <C>
Interest and fees on loans $1,513,927 $1,448,451
Interest and dividends on investment
securities 91,989 61,776
Interest on mortgage backed securities 47,151 50,893
Other interest income 150,546 143,709
---------- ----------
Total interest income 1,803,613 1,704,829
Interest on deposits 868,132 801,641
Interest on short-term borrowings 61,381 4,484
---------- ----------
Total interest expense 929,513 806,125
---------- ----------
Net interest income 874,100 898,704
Provision for loan losses 15,000 15,644
---------- ----------
Net interest income after provision for
loan losses 859,100 883,060
Non-Interest Income
Fees and charges on loans 9,713 7,703
Fees on transaction accounts 16,303 13,332
Other income 8,225 12,089
---------- ----------
Total non-interest income 34,241 33,124
Non-Interest Expenses
Salaries and related expenses 411,845 420,696
Occupancy 40,396 44,167
FDIC deposit insurance premium 11,798 33,230
Depreciation of equipment 10,121 12,273
Advertising 27,310 5,336
Data processing costs 18,867 18,096
Professional services 39,598 45,919
Other expenses 81,596 77,131
---------- ----------
Total non-interest expenses 641,531 656,848
---------- ----------
Income before tax provision 251,810 259,336
Provision for income taxes 98,341 104,227
---------- ----------
Net income $ 153,469 $ 155,109
========== ==========
Basic and diluted earnings per share $ .12 $ .11
========== ==========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-4-
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------
<TABLE>
<CAPTION>
For Three Months Ended
December 31,
---------------------------
1997 1996
---- ----
<S> <C> <C>
Operating Activities
Net income $ 153,469 $ 155,109
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities
------------------------------------------
Amortization of discount on mortgage backed
securities (206) (206)
Amortization of deferred loan fees (25,592) (44,970)
Loan fees deferred 35,922 60,121
Decrease in discount on loans purchased (4,810) (5,016)
Provision for loan losses 15,000 15,644
Non-cash compensation under stock-based
benefit plans 89,950 80,896
(Increase) decrease in accrued interest receivable (20,214) 22,954
Loans sold 750,000 -
Loans originated for sale (750,000) -
Provision for depreciation 13,496 16,850
Decrease in deferred income taxes - 199,873
Increase in prepaid income taxes - (54,358)
(Increase) decrease in other assets (48,560) 20,070
Decrease in accrued interest payable (251) (904)
Decrease in income taxes payable (19,159) (205,788)
Decrease in other liabilities (23,376) (510,532)
----------- -----------
Net cash provided (used) by operating
activities 165,669 (250,257)
Cash Flows from Investment Activities
- -------------------------------------
Proceeds from maturing interest
bearing deposits 1,367,000 783,000
Purchases of interest bearing deposits (1,369,272) (685,000)
Decrease in securities purchased under agreement
to resell - 2,000,000
Purchase of other investments (4,000,000) (1,000,000)
Proceeds from maturing other investments 2,000,000 -
Principal collected on mortgage backed securities 71,332 36,802
Net decrease (increase) in shorter term loans 16,116 (173,600)
Longer term loans originated or acquired (4,172,415) (2,956,342)
Principal collected on longer term loans 3,264,961 428,267
Investment in premises and equipment (41,051) -
Decrease on investments in and loans to
joint ventures 75,000 50,000
----------- -----------
Net cash used by investment activities (2,788,329) (1,516,873)
</TABLE>
-5-
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------
<TABLE>
<CAPTION>
For Three Months Ended
December 31,
----------------------------
1997 1996
---- ----
Cash Flows from Financing Activities
- ------------------------------------
<S> <C> <C>
Net increase in demand deposits, money
market, passbook accounts and advances by
borrowers for taxes and insurance $ 100,392 $ 491,395
Net increase (decrease) in certificates of deposit 2,629,435 (712,832)
Net increase in short-term borrowings - 1,000,000
Stock repurchase (53,754) -
Management Stock Bonus Plan - (882,927)
Dividends on stock (102,563) (81,003)
----------- -----------
Net cash provided (used) by financing
activities 2,573,510 (185,367)
----------- -----------
Decrease in cash and cash equivalents (49,150) (1,952,497)
Cash and cash equivalents at beginning of period 7,946,628 7,305,109
----------- -----------
Cash and cash equivalents at end of period $ 7,897,478 $ 5,352,612
=========== ===========
The following is a Summary of Cash and Cash
- -------------------------------------------
Equivalents:
-----------
Cash $ 1,057,768 $ 1,347,677
Interest bearing deposits in other banks 4,144,648 3,668,725
Federal funds sold 3,135,013 1,021,210
----------- -----------
Balance of cash items reflected on
Statement of Financial condition 8,337,429 6,037,612
Less - certificates of deposit with original
maturities of more than three months that
are included in interest bearing deposits
in other banks 439,951 685,000
----------- -----------
Cash and cash equivalents reflected on the
Statement of Cash Flows $ 7,897,478 $ 5,352,612
=========== ===========
Supplemental Disclosure of Cash Flow Information:
- ------------------------------------------------
Cash paid during the period for:
Interest $ 929,262 $ 807,029
=========== ===========
Taxes $ 117,500 $ 72,500
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
-6-
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
-------------------------------------------
Lutherville, Maryland
---------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
Note 1 - Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of WHG
Bancshares Corporation ("the Company") and its wholly-owned subsidiary,
Heritage Savings Bank, F.S.B. ("the Bank") and the Bank's subsidiary,
Mapleleaf Mortgage Corporation. All intercompany accounts and
transactions have been eliminated in the accompanying consolidated
financial statements.
Note 2 - Business
--------
The Bank's primary business activity is the accepting of deposits
from the general public and using the proceeds for investments and loan
originations. The Bank is subject to competition from other financial
institutions. The Bank is subject to the regulations of certain federal
agencies and undergoes periodic examinations by those regulatory
authorities.
Note 3 - Basis of Presentation
---------------------
The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form
10-QSB. Accordingly, they do not include all of the disclosures
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
necessary for a fair presentation of the results of operations for the
interim periods presented have been made. Such adjustments were of a
normal recurring nature. The results of operations for the three months
ended December 31, 1997 are not necessarily indicative of the results
that may be expected for the fiscal year September 30, 1998 or any
other interim period. The consolidated financial statements should be
read in conjunction with the consolidated financial statements and
related notes which are incorporated by reference in the Company's
Annual Report on Form 10-KSB for the year ended September 30, 1997.
Note 4 - Cash Flow Presentation
----------------------
For purposes of the statements of cash flows, cash and cash
equivalents include cash and amounts due from depository institutions,
investments in federal funds, and certificates of deposit with
maturities of 90 days or less.
-7-
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
- -------------------------------------------
Lutherville, Maryland
- ---------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ------------------------------------------------------
Note 5 - Earnings Per Share
------------------
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("Statement 128),
"Earnings Per Share." As required, the Corporation adopted Statement
128 during the quarter ended December 31, 1997. This Statement
redefines the standards of computing earnings per share (EPS)
previously found in Accounting Principles Board Opinion No. 15,
Earnings Per Share. Statement 128 establishes new standards for
computing and presenting EPS and requires dual presentation of "basic"
and "diluted" EPS on the face of the income statement for all entities
with complex capital structures. Under Statement 128, basic EPS is to
be computed based upon income available to common shareholders and the
weighted average number of common shares outstanding for the period.
Diluted EPS is to reflect the potential dilution exercised or converted
into common stock or resulted in the issuance of common stock that then
shared in the earnings of the Company.
<TABLE>
<CAPTION>
For the Three Months Ended
December 31, 1997
---------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS
---------
<S> <C> <C> <C>
Income available to shareholders $153,469 1,229,543 $.12
Effect of Dilutive Shares
-------------------------
MSBP shares - 6,984 -
Options - 28,719 -
-------- --------- ----
Diluted EPS
-----------
Income available to common
stockholders plus assumed
conversions $153,469 1,265,246 $.12
======== ========= ====
</TABLE>
-8-
<PAGE>
WHG BANCSHARES CORPORATION AND SUBSIDIARIES
- -------------------------------------------
Lutherville, Maryland
- ---------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- ------------------------------------------------------
Note 5 - Earnings Per Share - Continued
------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
December 31, 1996
---------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS
---------
<S> <C> <C> <C>
Income available to shareholders $155,109 1,434,296 $.11*
Effect of Dilutive Shares
-------------------------
Options - 1,051 -
-------- --------- ----
Diluted EPS
-----------
Income available to common
stockholders plus assumed
conversions $155,109 1,435,347 $.11*
======== ========= ====
</TABLE>
*Basic and diluted EPS issued in the Press Release, dated February 5, 1998,
was calculated under APB No. 15 at $.10 per share amount.
-9-
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
Total assets of the Company were $101,331,000 as of December 31, 1997,
compared to $98,557,000 as of September 30, 1997, an increase of $2,774,000 or
2.81%. The increase was primarily attributable to an increase in other
investments of $2,000,000 or 53.33% and an increase in loans receivable of
$871,000 or 1.11%.
Total liabilities of the Company were $81,415,000 as of December 31, 1997,
compared to $78,728,000 as of September 30, 1997, an increase of $2,687,000 or
3.41%. The increase was due to an increase in deposits, primarily certificates
of deposit of $2,204,000 or 2.97% and an increase of advance payments by
borrowers for taxes and insurance of $526,000 or 159.01%. This was offset by a
decline in income taxes payable and other liabilities of $43,000 or 20.18%.
Stockholders' equity was $19,916,000 as of December 31, 1997, compared to
$19,829,000 as of September 30 1997, an increase of $87,000 or 0.44%. The
increase was due to net income for the period of $153,000 and the allocation of
shares to the Stock Based Benefit Plan and Stock Bonus Plan of $90,000. The
increase was offset by a dividend of $103,000 and the repurchase of $54,000 of
the Company's own stock.
Results of Operations
General
Net income for the three months ended December 31, 1997 was $153,000, as
compared to $155,000 for the same period in 1996, a decrease of $2,000 or 1.29%.
The decrease in net income was primarily the result of a decline in net interest
income of $25,000 or 2.78%, offset by a decline in non-interest expenses and
taxes of $21,000 or 2.76% and an increase in non-interest income of $1,000 or
3.03%.
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Interest Income
Total interest income for the three months ended December 31, 1997 was
$1,804,000, compared to $1,705,000 for the same period in 1996, an increase of
$99,000 or 5.81%. Interest on loans increased by $65,000 or 4.49%. This increase
was attributable to a $2,219,000 increase in the average balance of loans
outstanding and an increase in the average yield on the loan portfolio to 7.57%
for the three months ended December 31, 1997, compared to 7.45% for the same
period in 1996. Interest and dividends on investment securities increased by
$30,000 or 48.39% for the three months ended December 31, 1997, compared to
December 31, 1996. The increase was a result of an increase in the average
dollar amount of investments outstanding of $1,904,000, offset by the decline in
the weighted average rate to 6.79% for December 31, 1997, compared to 7.03% for
December 31, 1996. Interest income on mortgage backed securities decreased by
$4,000 or 7.35% for the three months ended December 31, 1997, compared to
December 31, 1996. The decrease was primarily due to a decrease in the average
dollar amount outstanding of $213,000. Other interest income increased by $7,000
or 4.86% for the three months ended December 31, 1997, compared to the same
period in 1996. The increase was primarily due to the increase in the average
dollar amount of interest-earning assets outstanding of $735,000. The increase
was offset by a decline in the weighted average rate of 6.29% for December 31,
1997, compared to 6.51% for December 31, 1996.
The weighted average yield on interest-earning assets was 7.62% for the
three months ended December 31, 1997, compared to 7.33% for the same period in
1996.
-11-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Interest Expense
Total interest expense for the three months ended December 31, 1997 was
$930,000, compared to $806,000 for the same period in 1996, an increase of
$124,000 or 15.38%. Interest on deposits increased by $66,000 or 8.23% for the
three months ended December 31, 1997, compared to December 31, 1996. The
increase resulted from an increase in the average dollar amount of deposits of
$4,133,000 as the Bank conducted an aggressive advertising campaign for
certificates of deposit.
Other interest expense for the three months ended December 31, 1997 was
$61,000, compared to $4,000 for the same period in 1996, an increase of $57,000
or 1425.00%. The increase was due to FHLB advances outstanding for the entire
three month period and an increase in advances by borrowers for taxes and
insurance over the same period in 1996.
Provision for Loan Losses
The provision for loan losses for December 31, 1997 was $15,000, compared
to $16,000 for 1996, a decrease of $1,000 or 6.25%. Management monitors and
adjusts its loan loss reserves based upon its analysis of the loan portfolio.
Reserves are increased by a charge to income, the amount of which depends upon
an analysis of the changing risks inherent in the Company's loan portfolio and
the relative status of the real estate market and the economy in general. The
Company has historically experienced a limited amount of loan charge-offs and
delinquencies, however, during the period ended December 31, 1997 the Bank did
experience a charge-off of $76,000 to its loan loss reserve. The charge-off is
related to two commercial mortgage loans in the amount of $76,000 owned by one
borrower. In December 1997, after exhausting all collection efforts, the loans
were written off.
-12-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Provision for Loan Losses - Continued
At December 31, 1997, the allowance represented .24% of loans receivable, as
compared to .32% at September 30, 1997. The allowance for loan losses decreased
as a percentage of nonperforming loans to 19.58% at December 31, 1997 from
29.86% at September 30, 1997. Management believes that the allowance for loan
losses is adequate at December 31, 1997.
Other Non-Interest Income
Other income for the three months ended December 31, 1997 was $34,000,
compared to $33,000 for the same period in 1996, with an increase of $1,000 or
3.03%. The increase was due to an increase in fees and charges on loans and
transaction accounts of $5,000 or 23.81%. This was offset by a decrease of
$4,000 or 33.33% in other income.
Non-Interest Expense
Total non-interest expense for the three months ended December 31, 1997
was $642,000, compared to $657,000 for December 31, 1996, representing a
decrease of $15,000 or 2.28%. The decrease for the three month period was the
result of decreases in salaries and related expenses, occupancy, FDIC deposit
insurance premium and professional services. Those decreases were partially
offset by increases in advertising and other expenses. The increase in
advertising of $22,000 or 440.00% was due to an aggressive advertising campaign
for certificates of deposit. The rate of FDIC deposit insurance premiums
declined by approximately 70% from the rate in effect prior to September 30,
1996 due to the one-time special assessment in 1996 of $506,000. As of January
1, 1997, the Bank's premium was reduced to .064% from .23% of insured deposits.
Salaries and related expense decreased as a result of the decline in pension
administrative costs for the period. Professional services
-13-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Non-Interest Expense - Continued
decreased primarily as a result of the stock conversion in the prior year, which
resulted in additional services being required for the initial filings with the
Securities and Exchange Commission and also with the implementation of the ESOP
and MSBP.
A great deal of publicity has been made about the Computer Year 2000. It
is feared that many computers can only read the last two digits of a year and,
therefore, would not be able to distinguish between the year 2000 and 1990. This
would cause inaccurate calculation and processing of payments, interest and
delinquencies. The Bank uses a third party service bureau to process these
transactions. The service bureau for the Bank has advised the Bank that the
problem is being resolved and that the year 2000 will not affect the Bank's
operations. However, if the service bureau fails to resolve this problem, the
Bank could reasonably expect to experience significant delays, errors or
failures in their daily operations. These occurrences could have a significant
adverse effect on the Bank's financial condition and results of operations. The
cost to the Bank to rectify the Year 2000 computer problems is expected to cost
approximately $180,000.
Income Taxes
The Company's income tax expense for the three months ended December 31,
1997 was $98,000, compared to $104,000 for the three months ended December 31,
1996, a decrease of $6,000 or 5.77%. The decrease was primarily the result of a
decrease in pretax income.
Liquidity and Capital Resources
The Company is required by OTS regulations to maintain, for each calendar
month, a daily average balance of cash and eligible liquid investments of not
less than 4% of the average daily balance of its net withdrawable savings and
borrowings (due in
-14-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Liquidity and Capital Resources - Continued
one year or less) during the preceding calendar month. This liquidity
requirement may be changed from time to time by the OTS to any amount within the
range of 4% to 10%. The Bank's liquidity ratio was 9.42% at December 31, 1997
and 9.79% at September 30, 1997.
The Bank is currently able to fund its operations internally. Additional
sources of funds include the ability to utilize Federal Home Loan Bank ("FHLB")
of Atlanta advances and the ability to borrow against mortgage backed and
investment securities. As of December 31, 1997, the Bank had a line of credit
with the FHLB of Atlanta of $20,000,000 and had outstanding advances of
$4,000,000. Management believes it has ample cash flows and liquidity to meet
its loan and investment commitments in the amount of $2,657,000 as of December
31, 1997.
The following table presents the Bank's capital position based on the
December 31, 1997 financial statements.
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
------------------------- ----------------------- ------------------------
Amount % Amount % Amount %
------ - ------ - ------ -
<S> <C> <C> <C> <C> <C> <C>
Tangible (1) $15,541,034 15.82% $ 1,473,507 1.50% $ N/A N/A
Tier I capital (2) 15,541,034 31.58% N/A N/A 2,952,540 6.00%
Core (1) 15,541,034 15.82% 2,947,014 3.00% 4,911,688 5.00%
Risk-weighted (2) 15,729,999 31.97% 3,936,720 8.00% 4,920,900 10.00%
</TABLE>
(1) To adjusted total assets.
(2) To risk-weighted assets.
-15-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The registrant is not engaged in any legal proceedings at the present
time. From time to time, the Bank is a party to legal proceedings
within the normal course of business wherein it enforces its security
interest in loans made by it, and other matters of a like kind.
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) Not applicable.
(b) Not applicable.
-16-
<PAGE>
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.
WHG Bancshares Corporation
Date: February 11, 1998 By: /s/ Peggy J. Stewart
-------------------------------------
Peggy J. Stewart
President and Chief Executive Officer
(duly authorized officer)
Date: February 11, 1998 By: /s/ Robin L. Taylor
-------------------------------------
Robin L. Taylor
Controller (chief accounting officer)
-17-
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 1,058
<INT-BEARING-DEPOSITS> 4,145
<FED-FUNDS-SOLD> 3,135
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 5,750
<INVESTMENTS-MARKET> 5,740
<LOANS> 79,321
<ALLOWANCE> 189
<TOTAL-ASSETS> 101,331
<DEPOSITS> 76,390
<SHORT-TERM> 4,000
<LIABILITIES-OTHER> 1,025
<LONG-TERM> 0
0
0
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</TABLE>
