U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File Number 0-22997
WSB HOLDING COMPANY
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Pennsylvania 23-2908963
- ------------------------------- ---------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
807 Middle Street, Pittsburgh, Pennsylvania 15212
- ------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 231-7297
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 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.
X Yes No
--- ---
As of May 4, 1999, there were 314,084 shares of the Registrant's common
stock, par value $0.10 per share, outstanding. The Registrant has no other
classes of common equity outstanding.
Transitional small business disclosure format:
Yes X No
--- ---
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
PITTSBURGH, PENNSYLVANIA
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - as of March 31, 1999
(Unaudited) and June 30, 1998....................................... 3
Consolidated Statements of Income - (Unaudited) for
the nine months ended March 31, 1999 and 1998........................ 4
Consolidated Statements of Income - (Unaudited) for the
three months ended March 31, 1999 and 1998 .......................... 5
Consolidated Statements of Cash Flows - (Unaudited)
for the nine months ended March 31, 1999 and 1998...................6-7
Notes to (Unaudited) Consolidated Financial Statements................8-9
Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................10-13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.............................................14
Item 2. Changes in Securities and use of Proceeds.....................14
Item 3. Defaults Upon Senior Securities...............................14
Item 4. Submission of Matters to a Vote of Security Holders...........14
Item 5. Other Information.............................................14
Item 6. Exhibits and Reports on Form 8-K..............................14
SIGNATURES...................................................................15
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
March 31,
1999 June 30,
(Unaudited) 1998
----------- -----------
<S> <C> <C>
Cash and cash equivalents:
Interest bearing $ 2,993,495 $ 4,750,915
Non-interest bearing 406,669 406,629
Securities held-to-maturity (estimated fair
value of $13,611,853 and $11,701,996) 13,715,574 11,667,658
Securities available-for-sale, at fair value 3,938,640 3,245,015
Loans and real estate (net of allowance for
loan losses of $ 169,100 and $ 198,168) 16,629,412 16,620,321
Federal Home Loan Bank stock, at cost 153,300 153,300
Cash surrender value of life insurance 1,150,000 -
Accrued interest receivable 336,389 228,175
Premises and equipment, net 1,004,285 1,017,168
Other assets 57,561 106,431
Income taxes receivable - 9,859
Deferred income taxes 37,232 3,001
----------- -----------
TOTAL ASSETS $40,422,557 $38,208,472
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Deposits $34,387,247 $31,867,605
Federal Home Loan Bank advances 1,000,000 1,000,000
Advances from borrowers for taxes and insurance 114,882 223,848
Accrued expenses and other liabilities 155,922 327,473
Accrued income taxes 66,010 -
----------- -----------
TOTAL LIABILITIES 35,724,061 33,418,926
----------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock ($ .10 par value, 1,000,000 shares
authorized, none outstanding) - -
Common stock ($ .10 par value, 4,000,000 shares authorized;
330,600 shares issued and 314,984 outstanding at
March 31, 1999 and 329,435 shares outstanding at June 30, 1998) 33,060 33,060
Additional paid-in capital 2,994,026 2,989,212
Retained earnings, substantially restricted 2,261,942 2,179,378
Unearned Employee Stock Ownership Plan shares (ESOP) (222,601) (242,438)
Unearned compensation - Restricted Stock Plan (RSP) (166,622) (197,864)
Treasury stock, at cost; 15,616 and 1,165 shares (220,024) (19,431)
Accumulated other comprehensive income, net
of applicable income taxes of $8,020 and $17,360 18,715 47,629
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 4,698,496 4,789,546
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $40,422,557 $38,208,472
=========== ===========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
(3)
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
1999 1998
---------- ----------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans $1,028,462 $ 964,643
Investments 745,877 745,303
Other interest earning assets 228,836 212,240
---------- -----------
TOTAL INTEREST AND DIVIDEND INCOME 2,003,175 1,922,186
---------- ----------
INTEREST EXPENSE
Deposits 1,091,946 1,019,339
Advances from FHLB 43,350 82,597
---------- ----------
TOTAL INTEREST EXPENSE 1,135,296 1,101,936
---------- ----------
NET INTEREST INCOME 867,879 820,250
PROVISION FOR LOAN LOSSES - 25,797
---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 867,879 794,453
---------- ----------
NONINTEREST INCOME
Service charges and other fees 68,359 60,596
Net gain on sale of securities
available-for-sale 51,764 14,313
Gain on sale of foreclosed real estate 25,555 -
Income from real estate rental 4,665 3,200
---------- ----------
TOTAL NONINTEREST INCOME 150,343 78,109
---------- ----------
NONINTEREST EXPENSE
Compensation and benefits 417,755 364,060
Occupancy and equipment expense 124,353 102,498
Insurance premiums 23,397 22,180
Other 311,923 260,833
---------- ----------
TOTAL NONINTEREST EXPENSE 877,428 749,571
---------- ----------
INCOME BEFORE INCOME TAXES 140,794 122,991
INCOME TAX EXPENSE 44,312 34,156
---------- ----------
NET INCOME $ 96,482 $ 88,835
========== ==========
EARNINGS PER COMMON SHARE - BASIC $ .32 $ .23
========== ==========
EARNINGS PER COMMON SHARE - DILUTED $ .32 $ .23
========== ==========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
(4)
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
--------- ---------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans $345,828 $324,513
Investments 245,855 247,697
Other interest earning assets 63,742 60,488
--------- ---------
TOTAL INTEREST AND DIVIDEND INCOME 655,425 632,698
--------- ---------
INTEREST EXPENSE
Deposits 357,657 345,679
Advances from FHLB 14,450 14,450
--------- ---------
TOTAL INTEREST EXPENSE 372,107 360,129
--------- ---------
NET INTEREST INCOME 283,318 272,569
PROVISION FOR LOAN LOSSES - 9,476
--------- ---------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 283,318 263,093
--------- ---------
NONINTEREST INCOME
Service charges and other fees 24,904 19,321
Net gain on sale of securities available-for-sale 4,995 14,313
Gain on sale of foreclosed real estate 4,890 -
Income from real estate rental 1,125 1,300
--------- ---------
TOTAL NONINTEREST INCOME 35,914 34,934
--------- ---------
NONINTEREST EXPENSE
Compensation and benefits 137,143 125,448
Occupancy and equipment expense 43,447 34,614
Insurance premiums 7,973 7,678
Other 96,357 104,271
--------- ---------
TOTAL NONINTEREST EXPENSE 284,920 272,011
--------- ---------
INCOME BEFORE INCOME TAXES 34,312 26,016
INCOME TAX EXPENSE 9,414 (333)
--------- ---------
NET INCOME $ 24,898 $ 26,349
========= =========
EARNINGS PER COMMON SHARE-BASIC $.08 $ .09
==== =====
EARNINGS PER COMMON SHARE-DILUTED $.08 $ .09
==== =====
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
(5)
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
1999 1998
---------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 96,482 $ 88,835
Adjustments to reconcile net income to
net cash provided by operating activities:
Amortization of:
Deferred loan origination fees (2,390) (2,919)
Premiums and discounts on loans
and investment securities (40,960) (13,468)
Net gain on sale of securities available-for-sale (51,764) (14,313)
Net gain on sale of real estate owned (25,555) -
Unearned ESOP shares 24,651 21,867
Compensation expense related to RSP 31,242 1,736
Provision for loan losses - 25,797
Depreciation of premises and equipment 42,929 40,082
(Increase) decrease in:
Accrued interest receivable (108,214) 86,859
Other assets 48,870 36,086
Deferred income taxes (4,987) 19,150
Increase (decrease) in:
Accrued expenses and other liabilities 20,197 18,809
Accrued income taxes 75,869 15,006
---------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 106,370 323,527
---------- -----------
INVESTING ACTIVITIES
Purchases of securities held-to-maturity (17,201,142) (8,700,000)
Proceeds from maturities of and principal
repayments on securities held-to-maturity 15,132,376 10,658,749
Proceeds from sale of securities available-for-sale 843,912 173,000
Purchases of securities available-for-sale (2,958,024) (1,123,254)
Proceeds from maturities of and principal
repayments on securities available-for-sale 325,903 332,642
Net loan originations and principal repayments on loans (305,358) (1,501,215)
Proceeds from sale of real estate owned 324,212 -
Purchases of premises and equipment (30,046) (11,166)
---------- -----------
NET CASH USED BY INVESTING ACTIVITIES (3,868,167) (171,244)
---------- -----------
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
(6)
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
1999 1998
------------ ------------
<S> <C> <C>
FINANCING ACTIVITIES
Net increase in deposits 2,519,642 2,322,529
Net (decrease) in FHLB advances -- (2,000,000)
Proceeds from issuance of common stock -- 3,041,520
Payment of conversion costs -- (291,622)
Purchase of treasury stock (200,593) --
Dividends paid (13,918) --
Net decrease in advances from
borrowers for taxes and insurance (108,966) (108,267)
Contribution to Restricted Stock Plan (RSP) for the
purchase of treasury stock (191,748) --
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,004,417 2,964,160
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,757,380) 3,116,443
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,157,544 2,804,804
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,400,164 $ 5,921,247
=========== ===========
SUPPLEMENTAL DISCLOSURES Cash paid during the period for:
Interest on deposits, advances, and other borrowings $ 1,027,082 $ 1,117,744
Income taxes 2,400 25,000
Transfer from loans to real estate acquired through foreclosure $ -- $ 2,500
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
(7)
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PREPARATION
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-QSB and therefore, do not include all
disclosures necessary for a complete presentation of the consolidated balance
sheets, consolidated statements of income, consolidated statements of
stockholders' equity, and consolidated statements of cash flows in conformity
with generally accepted accounting principles. However, all adjustments which
are, in the opinion of management, necessary for the fair presentation of the
interim financial statements have been included. All such adjustments are of a
normal recurring nature. The statements of income for the nine month and three
month periods ended March 31, 1999 is not necessarily indicative of the results
which may be expected for the entire year or any other interim period.
These consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto for the Company for
the year ended June 30, 1998 which are included in the Form 10KSB (file no.
0-22997).
As of July 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." Total comprehensive income
for the nine month periods ended March 31, 1999 and 1998 was $67,568 and
$161,850, respectively. Total comprehensive income for the three month periods
ended March 31, 1999 and 1998 was $3,914 and $70,874, respectively.
NOTE B - EARNINGS PER SHARE
The following data shows the amounts used in computing earnings per share and
the effect on income and the weighted average number of shares of dilutive
potential common stock in accordance with SFAS 128.
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
1999 1998
--------- ---------
<S> <C> <C>
Net income $ 96,482 $ 88,835
Less income attributable to pre-stock conversion (7/1/97 - 8/26/97) -- (18,479)
--------- ---------
Income available to common
stockholders used in basic and diluted EPS 96,482 70,356
========= =========
Weighted average number of shares used in basic EPS 302,187 305,033
Effect of dilutive securities:
Stock options -- --
--------- ---------
Weighted number of shares and
dilutive potential common stock used in diluted EPS 302,187 305,033
========= =========
</TABLE>
(8)
<PAGE>
WSB HOLDING COMPANY AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE C - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
At March 31, 1999, the ESOP had 4,181 allocated shares and 22,267 unallocated
shares. For the purpose of computing earnings per share, all ESOP shares
committed to be released have been considered outstanding.
NOTE D - ASSET QUALITY
At March 31, 1999 and June 30, 1998, the Company had total nonperforming loans
(i.e., loans which are contractually past due 90 days or more) of approximately
$-0- and $301,000, respectively.
NOTE E - SUPPLEMENTAL RETIREMENT PLAN
On March 23, 1999, the Company established a nonqualified indexed defined
contribution supplemental retirement plan (SRP) for its current directors and
key employees. The purpose of the SRP is to attract and retain key employees by
providing additional retirement benefits to supplement the other retirement
benefits provided by the Company. The present value of estimated supplemental
retirement benefits is charged to operations. Since the SRP's effective date is
April 1, 1999, no expense related to the SRP was recorded for March 1999.
In conjunction with the SRP, the Company purchased insurance on the lives of
covered directors and key employees. The policies accumulate asset values to
meet the future liabilities of the SRP. The premium for such coverage was
$1,150,000 and is shown in the consolidated balance sheet. Increases in the cash
surrender value will be recorded as other noninterest income in the consolidated
statement of income.
(9)
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The following discussion and analysis is intended to assist in understanding the
financial condition and the results of operations of the Company. References to
"We" and "Our" include WSB Holding Company and/or Workingmens Bank as
appropriate.
Comparison of Financial Condition at March 31, 1999 and June 30, 1998.
Total consolidated assets increased by approximately $2,214,000, or 5.8% to
$40.4 million at March 31, 1999 from $ 38.2 million at June 30, 1998. The
increase in total assets occurred in our investment portfolio by increasing $2.7
million which was funded by an increase in our deposits of $2.5 million. In
March 1999, we used $1,150,000 of interest bearing cash to purchase insurance
for the supplemental retirement plan which is shown as cash surrender value of
life insurance on the consolidated balance sheet at March 31, 1999. See Footnote
E to financial statements.
Comparison of Results of Operations for the Nine Months Ended March 31, 1999 and
1998.
Net Income. Net income increased $7,700 to $96,500 for the nine months ended
March 31, 1999 from $88,800 for the nine months ended March 31, 1998. The change
was primarily the result of a $48,000 increase in net interest income, a $26,000
reduction in our provision for loan losses, and a $63,000 increase in net gains
on sales of investments and foreclosed real estate, offset by an increase of
$54,000 in compensation expense, a $22,000 increase in occupancy and equipment
expense and $26,000 in additional expenditures of being a publicly held company.
Net Interest Income. Net interest income increased $48,000 or 5.9% to $868,000
for the nine months ended March 31, 1999 from $820,000 for the nine months ended
March 31, 1998. The improvement in net interest income primarily reflects an
increase in average interest-earning assets over average interest-bearing
liabilities for the Company of $1.3 million for the nine months ended March 31,
1999 as compared to 1998. The interest rate spread decreased to 2.68% for nine
months ended March 31, 1999 as compared to 2.92% for the nine months ended March
31, 1998, primarily due to an increase in our cost of funds and a reduction in
our yield of our investment portfolio.
Provision for Loan Losses. At March 31, 1999, we had no non-performing loans. No
provision for loan losses was necessary due to adequate loan loss reserves at
March 31, 1999.
Historically, we have emphasized our loss experience over other factors in
establishing the provision for loan losses. We review the allowance for loan
losses in relation to (I) our past loan loss experience, (ii) known and inherent
risks in our portfolio, (iii) adverse situations that may affect the borrower's
ability to repay, (iv) the estimated value of any underlying collateral, and (v)
current economic conditions. Because of the increased coverage of the allowances
for loan losses to total loans, management believes the allowance for loan
losses is a level that is considered to be adequate to provide for estimated
losses; however, there can be no assurance that further additions will not be
made to the allowance and that such losses will not exceed the estimated amount.
Noninterest Income. Our noninterest income increased by $72,000 or 92% to
$150,000 for the nine months ended March 31, 1999 from $78,000 for the nine
months ended March 31, 1998. This increase was attributable to our decision to
sell securities available-for-sale which provided us with a gain of $52,000 and
our sale of various foreclosed real estate properties which resulted in a $
26,000 gain. Such increases are not indicative of future periods.
(10)
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Noninterest Expense. Our non-interest expense increased by $127,000 or 16.9% to
$877,000 for the nine months ended March 31, 1999 from $750,000 for the nine
months ended March 31, 1998. The increase was attributable to an increase in
salaries, general benefits and payroll taxes of $20,000 and increased expenses
with respect to the ESOP and RSP of $34,000. Legal, accounting and other fees
increased $26,000 due to activities relating to being a public company. The
remainder of the increase in non-interest expenses was associated with increased
loan expenses, advertising and upgrades associated with the Bank's technology.
Comparison of Results of Operations for the Three Months Ended March 31, 1999
and 1998.
Net Income. Net income decreased $1,000 to $ 25,000 for the three months ended
March 31, 1999 from $26,000 for the three months ended March 31, 1998. The
change was primarily the result of increases in net interest income after
provision for loan losses, offset by an increase in noninterest expenses.
Net Interest Income. Net interest income increased $11,000 or 9.5% to $283,000
for the three months ended March 31, 1999 from $ 272,000 for the three months
ended March 31, 1998. The improvement in net interest income primarily was a
result of resolving several loans in fiscal 1999 which were on nonaccrual status
during the three months ended March 31, 1998.
Noninterest Income. Our noninterest income remained constant for the three
months ended March 31, 1999 as compared to March 31, 1998.
Noninterest Expense. Our non-interest expense increased by $13,000 or 4.8% to
$285,000 for the three months ended March 31, 1999 from $272,000 for the three
months ended March 31, 1998. The increase was attributable to an increase in
expenses with respect to the ESOP and RSP of $8,000.
(11)
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Year 2000 Compliance
In July 1998, the Company adopted a Year 2000 compliance plan and established a
Year 2000 compliance committee. The objectives of the plan and the committee are
to prepare the Company for the Year 2000. The plan encompasses the following
phases: awareness, assessment, renovation, validation and implementation. These
phases will enable the Company to identify risks, develop an action plan,
perform adequate testing and complete certification that its processing systems
will be Year 2000 ready. Execution of the plan is currently on schedule. The
Company is currently in the implementation stage, where systems are certified
for final readiness. Prioritization of the most critical applications has been
addressed, along with contract and service agreements. The primary operating
software for the Company is provided and maintained by an external service
bureau. The Company has maintained ongoing contact with the service bureau to
ensure that testing and monitoring of the system is progressing. In March 1999,
the Company completed its final testing with the external service bureau and the
results of the testing showed that there were no problems in submitting
information on transactions from the Company to the external service bureau
using January 2000 dates for all transactions tested.
The Company has contacted all other material vendors and suppliers as well as
all material customers and non-information technology supplies regarding their
year 2000 state of readiness. Each of these third parties has delivered written
assurance to the Company that they expect to be Year 2000 compliant prior to the
Year 2000. The implementation phase is to certify that systems are Year 2000
ready, along with assurances that any new systems are compliant on a
going-forward basis. The implementation phase is scheduled for completion by
June 30, 1999.
Costs have been and will be incurred due to enhancements made to non-compliant
teller software and fees incurred from our external service bureau. The Company
does not anticipate that the related overall costs will be material in any
single year. In total, the Company estimates that its cost for compliance will
amount to approximately $ 15,000 over the two year period from 1998-1999, of
which approximately $ 13,000 was incurred as of March 31, 1999. No assurance can
be given that the Year 2000 compliance plan will be completed successfully by
the year 2000, in which event the Company could incur significant costs. If the
external service bureau is unable to resolve a potential problem in time, the
Company would likely experience significant data processing delays, mistakes or
failures. These delays, mistakes or failures could have a significant adverse
impact on the financial statements of the Company. However, the Company has a
contingency plan whereby daily transactions normally processed by external
service bureau would be processed by the Company and stored electronically for
future processing by the external service bureau.
Successful and timely completion of the Year 2000 project is based on
management's best estimates derived from various assumptions of future events
which are inherently uncertain, including the progress and results of the
Company's external service bureau, testing plans, and all vendors, suppliers and
customer readiness.
(12)
<PAGE>
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's primary sources of funds are new deposits, proceeds from principal
and interest payments of loans, and repayments on mortgage-backed securities.
While maturities and scheduled amortization of loans are a predictable source of
funds, deposit flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions and competition. The Company maintains
liquidity levels adequate to fund loan commitments, investment opportunities,
deposit withdrawals and other financial commitments. At March 31, 1999, the Bank
had obligations to fund outstanding loan commitments of approximately $312,000,
for which adequate resources were available to fund these loans.
At March 31, 1999, management had no knowledge of any trends, events or
uncertainties that will have or are reasonably likely to have material effects
on the liquidity, capital resources or operations of the Company. Further at
March 31, 1999, management was not aware of any current recommendations by the
regulatory authorities which, if implemented, would have such an effect.
(13)
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company and its subsidiaries may be a party to
various legal proceedings incident to its or their business. At March
31, 1999, there were no legal proceedings to which the Company or any
subsidiary was a party, or to which of any of their property was
subject, which were expected by management to result in a material
loss.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a)
(3)(I) Restated Articles of Incorporation of WSB Holding Company*
(3)(ii) Bylaws of WSB Holding Company**
(4) Specimen Stock Certificate of WSB Holding Company**
(10) Employment Agreement between Workingmens Bank and Robert
Neudorfer***
(10.1) 1998 Stock Option Plan****
(10.2) Workingmens Bank Restricted Stock Plan and Trust
Agreement****
(27) Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K
None
- ------------------------------------
* Incorporated by reference to the registration statement on Form 8-A
(0-22997).
** Incorporated by reference to the registration statement on Form SB-2
(333-29389).
*** Incorporated by reference to the Form 10QSB for December 31, 1997
(0-22997).
**** Incorporated by reference to the Definitive Proxy Statement filed February
6, 1998 (0-22997).
(14)
<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 hereunto duly authorized.
WSB Holding Company
Date: May 7, 1999 By /s/Robert D. Neudorfer
------------------------------
Robert D. Neudorfer, President
(Principal Financial Officer)
Date: May 7, 1999 By /s/Ronald W. Moreschi
------------------------------
Ronald W. Moreschi
Vice President and Treasurer
(Principal Accounting Officer)
(15)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 406,669
<INT-BEARING-DEPOSITS> 2,993,495
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,938,640
<INVESTMENTS-CARRYING> 13,715,574
<INVESTMENTS-MARKET> 17,550,493
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<DEPOSITS> 34,387,247
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0
0
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<INTEREST-INCOME-NET> 867,879
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<INCOME-PRETAX> 140,794
<INCOME-PRE-EXTRAORDINARY> 140,794
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<EPS-PRIMARY> .32
<EPS-DILUTED> .32
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<ALLOWANCE-CLOSE> 169,100
<ALLOWANCE-DOMESTIC> 169,100
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</TABLE>
