<PAGE>
United States 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
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Exchange Act of 1934.
For the quarterly period ended December 31, 1998
_____ 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: 0-23345
WYMAN PARK BANCORPORATION, INC.
------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 52-2068893
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11 West Ridgely Road, Lutherville, Maryland 21093
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(Address of Principal Executive Offices)
(410)-252-6450
--------------
Registrant'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 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.
Yes __X___ No___
As of December 31, 1998, the issuer had 961,128 shares of Common Stock issued
and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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<TABLE>
<CAPTION>
Contents
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<S> <C> <C>
Part I. Financial Information Page
--------------------- ----
Item I. Financial Statements
Consolidated Statements of Financial Consolidated at
December 31, 1998 and June 30, 1998 ................. 2
Consolidated Statements of Operations for the Three
Month and Six Month Periods Ended December 31, 1998
and 1997............................................. 3
Consolidated Statements of Cash Flows for the Six
Month Periods Ended December 31, 1998 and 1997....... 4
Notes to Consolidated Financial Statements........... 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 7-12
Part II. Other Information
-----------------
Item 1. Legal Proceedings.................................... 13
Item 2. Changes in Securities................................ 13
Item 3. Defaults Upon Senior Securities...................... 13
Item 4. Submission of Matters to a Vote of Security Holders.. 13
Item 5. Other Information.................................... 13
Item 6. Exhibits and Reports on Form 8-K..................... 13
Signatures...................................................... 14
</TABLE>
1
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Wyman Park Bancorporation, Inc. and Subsidiaries
Lutherville, Maryland
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
Dec. 31, June 30,
1998 1998
------------ ------------
(Unaudited)
<S> <C> <C>
Assets
------
Cash and noninterest bearing deposits $ 370,716 $ 206,303
Interest bearing deposits in other banks 3,914,921 2,071,076
Federal funds sold 6,649,834 4,570,744
----------- -----------
Total cash and cash equivalents 10,935,471 6,848,123
Loans receivable, net 60,489,384 62,042,464
Mortgage-backed securities held to maturity
at amortized cost, fair value of $251,473 (12/98)
and $291,212 (6/98) 249,404 283,715
Federal Home Loan Bank of Atlanta stock, at cost 509,900 509,900
Accrued interest receivable 279,971 328,934
Ground rents owned, at cost 125,487 129,108
Property and equipment, net 165,992 188,120
Prepaid expenses and other assets 38,671 60,504
Federal and state income taxes receivable - 130
Deferred tax asset 150,019 150,019
----------- -----------
Total Assets $72,944,299 $70,541,017
----------- -----------
Liabilities & Stockholders'Equity
-----------------------------------
Liabilities:
Demand deposits $ 5,685,447 $ 5,611,764
Money market and NOW accounts 12,112,460 9,429,037
Time deposits 39,815,715 38,977,347
----------- -----------
Total deposits 57,613,622 54,018,148
Checks outstanding in excess of bank balance - 143,430
Advance payments by borrowers for taxes,
insurance and ground rents 715,112 1,368,467
Accrued interest payable on savings deposits 20,321 17,495
Accrued expenses and other liabilities 507,735 448,120
Federal and state income taxes payable 8,452 279,073
----------- -----------
Total liabilities 58,865,242 56,274,733
Stockholders' Equity
- --------------------
Common stock, par value $.0l per share; authorized
2,000,000 shares; issued 1,011,713 shares; issued
and outstanding 961,128 shares 10,117 10,117
Additional paid-in capital 9,704,005 9,704,005
Contra equity Employee Stock Ownership Plan (ESOP) (720,090) (720,090)
Contra equity Treasury Stock; 50,585 shares, at
cost at December 31, 1998 (571,365) -
Retained earnings, substantially restricted 5,656,390 5,272,252
----------- -----------
Total stockholders' equity 14,079,057 14,266,284
----------- -----------
Total liabilities and stockholders' equity $72,944,299 $70,541,017
----------- -----------
See accompanying notes to financial statements.
</TABLE>
2
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Wyman Park Bancorporation, Inc. and Subsidiaries
Lutherville, Maryland
Consolidated Statements of Operation
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months For the Three Months
Ended December 31, Ended December 31,
1998 1997 1998 1997
---- ---- ---- -----
<S> <C> <C> <C> <C>
Interest and fees on loans receivable $2,358,417 $2,277,802 $1,167,756 $1,160,684
Interest on mortgage-backed securities 9,156 12,328 4,487 6,026
Interest on investment securities - 71,752 - 28,850
Interest on other investments 238,787 87,279 121,662 53,933
---------- ---------- ---------- ----------
Total interest income $2,606,360 $2,449,161 $1,293,905 $1,249,493
---------- ---------- ---------- ----------
Interest on savings deposits $1,354,215 $1,380,666 $ 681,859 $ 698,117
Interest on Federal Home Loan Bank
of Atlanta advances - 37,394 - 25,967
Interest on escrow deposits 1,374 1,794 550 714
---------- ---------- ---------- ----------
Total interest expense $1,355,589 $1,419,854 $ 682,409 $ 724,798
Net interest income before provision
for loan losses 1,250,771 1,029,307 611,496 524,695
Provision for loan losses 2,550 3,900 550 500
---------- ---------- ---------- ----------
Net interest income $1,248,221 $1,025,407 $ 610,946 $ 524,195
---------- ---------- ---------- ----------
Other Income
- ------------
Loan fees and service charges $ 33,482 $ 30,006 $ 17,219 $ 15,635
Gain on sales of loans receivable 38,020 4,062 31,673 4,062
Other 15,936 13,989 5,061 7,389
---------- ---------- ---------- ----------
Total other income $ 87,438 $ 48,057 $ 53,953 $ 27,086
---------- ---------- ---------- ----------
Noninterest Expenses
- --------------------
Salaries and employee benefits $ 388,696 $ 538,102 $ 202,816 $ 141,712
Occupancy costs 47,926 47,086 23,574 23,466
Federal deposit insurance premiums 16,328 17,754 7,987 8,954
Data processing 36,909 35,669 15,577 18,730
Advertising 22,799 22,725 13,951 13,885
Franchise and other taxes 22,981 17,752 11,802 9,744
Other 168,162 130,675 95,625 72,880
---------- ---------- ---------- ----------
Total noninterest expenses $ 703,801 $ 809,763 $ 371,332 $ 289,371
Income before tax provision 631,858 263,701 293,567 261,910
Provision for income taxes 247,720 103,000 116,700 102,000
---------- ---------- ---------- ----------
Net Income $ 384,138 $ 160,701 $ 176,867 $ 159,910
---------- ---------- ---------- ----------
Basic and diluted net income
per share (see Note 4) $0.42 n/a $0.20 n/a
---------- -----------
- ---------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Wyman Park Bancorporation, Inc.
and Subsidiaries
Lutherville, Maryland
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended December 31,
-----------------------------
1998 1997
----- -----
<S> <C> <C>
Cash Flows from operating activities
- ------------------------------------
Net income $ 384,138 $ 160,701
Adjustments to reconcile net income to net
Cash provided by operating activities:
Depreciation and amortization 27,256 31,311
Provision for loan losses 2,550 3,900
Amortization of loan fees (48,330) (38,512)
Gain on sales of loans receivable (38,020) (4,062)
Loans originated for sale (3,192,400) (403,200)
Proceeds from loans originated for sale 3,230,420 407,262
(Increase) decrease in accrued interest receivable 48,963 (8,623)
(Increase) decrease in prepaid expenses and other assets 21,833 (150,665)
Increase in accrued expenses and other liabilities 59,616 9,471,492
Decrease in federal and state income taxes receivable 130 3,900
Increase (decrease) in federal and state income taxes payable (270,621) 15,316
Increase in accrued interest payable on savings deposits 2,826 1,688
---------- ----------
Net cash provided by operating activities 228,361 9,490,508
Cash flows from investing activities
- ------------------------------------
Proceeds from sale of ground rents 3,620 -
Maturities of investment securities available for sale - 1,000,000
Net (increase) decrease in loans receivable 1,696,711 (3,546,561)
Purchase of loan participations (97,851) (502,424)
Mortgage-backed securities principal repayments 34,311 36,444
Purchases of property and equipment (5,129) (42,658)
-------- ------
Net cash provided by (used in) investing activities 1,631,662 (3,055,199)
Cash flows from financing activities
- ------------------------------------
Net increase (decrease) in savings deposits 3,595,474 (588,203)
Net decrease in checks outstanding in excess of bank balance (143,430) -
Decrease in advance payments by borrowers
for taxes, insurance and ground rents (653,355) (557,273)
Cash used for repurchase of common stock (571,365) -
------- -------
Net cash provided by (used in) financing activities 2,227,324 (1,145,476)
Net increase (decrease) in cash and cash equivalents $ 4,087,347 $ 5,289,833
Cash and cash equivalents at beginning of period 6,848,123 2,377,092
----------- -----------
Cash and cash equivalents at end of period $10,935,470 $ 7,666,925
----------- -----------
Supplemental information
- ---------------------------
Interest paid on savings deposits and borrowed funds $ 1,358,934 $ 1,420,708
Income taxes paid $ 518,570 88,605
</TABLE>
See accompanying notes to financial statements.
4
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WYMAN PARK BANCORPORATION, INC. AND SUBSIDIARIES
LUTHERVILLE, MARYLAND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1: Wyman Park Bancorporation, Inc.
Wyman Park Bancorporation, Inc. (the "Company") was incorporated under the laws
of the State of Delaware in September, 1997 as the holding company of Wyman Park
Federal Savings & Loan Association ("Association") upon its conversion from
mutual to stock form ("Stock Conversion"). All references to the Company prior
to January 5, 1998, except where otherwise indicated are to the Association.
The Company's common stock began trading on the OTC Electronic Bulletin Board on
January 7, 1998 under the symbol "WPBC".
The Association is regulated by the Office of Thrift Supervision ("OTS"). The
primary business of the Association is to attract deposits from individual and
corporate customers and to originate residential and commercial mortgage loans
and consumer loans. The Association competes with other financial and mortgage
institutions in attracting and retaining deposits and originating loans. The
Association conducts operations through its main office located at 11 West
Ridgely Road, Lutherville, Maryland 21093 and one branch office located at 7963
Baltimore-Annapolis Boulevard, Glen Burnie, Maryland 21060.
Note 2: Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with instructions for Form 10-QSB and therefore, do not include
all disclosures necessary for a complete presentation of the statements of
condition, statements of operations and statements of cash flows in conformity
with generally accepted accounting principles. However, all adjustments which,
in the opinion of management, are necessary for the fair presentation of the
interim financial statements have been included. Such adjustments were of a
normal recurring nature. The results of operations for the six months ended
December 31, 1998 are not necessarily indicative of the results that may be
expected for the entire year.
Note 3: Cash and Cash Equivalents
For cash, non-interest bearing deposits, variable rate interest-bearing deposits
in other banks and federal funds sold, the carrying amount is a reasonable
estimate of fair value.
5
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Note 4: Earnings Per Share
Basic and diluted earnings per share of $0.20 per share for the three month
period ended December 31, 1998 was computed by dividing the net income of
$176,867 for the period by the weighted average number of shares outstanding of
904,688 shares. Basic and diluted earnings per share of $0.42 per share for the
six month period ended December 31, 1998 was computed by dividing the net income
of $384,138 for the period by the weighted average number of shares outstanding
of 921,759 shares. Basic and diluted earnings per share were the same because
there were no stock options outstanding during the three and six months periods
ended December 31, 1998, respectively. Basic and diluted earnings per share are
not presented for the three month and six month periods ended December 31, 1997
since the Association had not converted to stock until January 5, 1998 and such
information would not be meaningful.
Note 5: Regulatory Capital Requirements
The following table presents the Association's capital position based on the
December 31, 1998 financial statements.
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
---------------------- --------------------- -------------------
Amount Ratio Amount Ratio Amount Ratio
----------- ------- ---------- ------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Total Capital (to
Risk Weighted
Assets) $10,101,640 26.9% $3,003,278 8.0% $3,754,098 10.0%
Tier I capital (to
Risk Weighted
Assets) 9,821,090 26.2% 1,501,639 4.0% 2,252,459 6.0%
Tier 1 Capital (to
Average Assets) 9,821,090 14.1% 2,777,873 4.0% 3,472,342 5.0%
</TABLE>
Note 6: Recent Accounting Pronouncements
FASB statement on Accounting for Derivative Instruments and Hedging Activities
In June, 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, which standardizes
the accounting for derivative instruments including certain derivative
instruments embedded in other contracts, by requiring that an entity recognize
these items as assets or liabilities in the statement of financial position and
measure them at fair value. This Statement generally provides for matching the
timing of gain or loss recognition on the hedging instrument with the
recognition of the changes in the fair value of the hedged asset or liability
that are attributable to the hedged risk or the earnings effect of the hedged
forecasted transaction. The Statement, which is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999, will not affect the
Company's financial position or its results of operations.
6
<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Forward-Looking Statements
When used in this filing and in future filings by Wyman Park Bancorporation,
Inc. (the "Company") with the Securities and Exchange Commission, in the
Company's press releases or other public or shareholder communications, or in
oral statements made with the approval of an authorized executive officer, the
words or phrases "would be," "will allow," "intends to," "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 risks and uncertainties, including but not limited to
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 and competition, all or some of which 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, and advises
readers that various factors, including regional and national economic
conditions, substantial changes in levels of market interest rates, credit and
other risks of lending and investment activities and competitive and regulatory
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from those
anticipated or projected.
The Company does not undertake, and specifically disclaims any obligations, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.
Impact of the Year 2000
The Company has conducted a comprehensive review of its environment and computer
systems to identify any potential risk associated with the Year 2000, and has
developed an implementation plan to address the issues.
The Company's data processing is performed by a service provider, however,
software and hardware utilized in-house is under maintenance agreements with
third party vendors, consequently the Company is very dependent on these vendors
to conduct its business. The Company has contacted each vendor to request time
tables for Year 2000 compliance and expected costs, if any, to be passed along
to the Company. To date, the Company has been part of a national testing of its
service provider, and following the testing, the service provider has stated
that their system is Year 2000 qualified. All applications considered
mission
7
<PAGE>
critical have been year 2000 qualified. Other support software is being tested
as vendors provide upgrades. The Company has determined that if necessary,
functions performed by support software can be performed manually. The Company
has identified certain hardware and equipment that is not Year 2000 compliant.
This hardware and equipment has been replaced and the related capital
expenditures totaled approximately $10,000.00 and have been considered in the
1999 fiscal year budget. Expenses related to Year 2000 are not expected to have
a significant impact on the Company's financial position.
The Company has drafted its Business Resumption and Contingency Plan in the
event that the Company does not have normal business operations as of January 1,
2000. The plan outlines contingency plans for both environmental and
operational failures related to the year 2000.
Comparison of Financial Condition at December 31, 1998 and June 30, 1998
The Company's assets increased $2.4 million or 3.4% to $72.9 million at December
31, 1998 from $70.5 million at June 30, 1998. Cash and cash equivalents
increased $4.1 million or 60.3% to $10.9 million at December 31, 1998 from $6.8
million at June 30, 1998. Net loans receivable decreased $1.5 million or 2.4%
to $60.5 million at December 31, 1998 from $62.0 million at June 30, 1998. The
$1.5 million decrease in net loans receivable was primarily the result of a
decrease of $1.1 million in residential real estate loans, a decrease of
$200,000 in participation loans and a decrease of $200,000 in consumer loans.
Savings deposits increased $3.6 million or 6.7% to $57.6 million at December 31,
1998 from $54.0 million at June 30, 1998. The Company's stockholders' equity
decreased $200,000 or 1.4% to $14.1 million at December 31, 1998 from $14.3
million at June 30, 1998. The decrease in stockholders' equity was due
primarily to the Company's repurchase of 50,585 shares of its common stock for
approximately $571,000, offset by $384,000 of net income for the six months
ended December 31, 1998.
Comparison of Operating Results for the Quarter and Six Months Ended December
31, 1998 and December 31, 1997
Net Income
- ----------
The Company reported net income of $177,000 for the quarter ended December 31,
1998 compared to $160,000 for the quarter ended December 31,1997. The $17,000
increase in net income was primarily due to increased net interest income and
increased other income, offset by increased noninterest expenses and increased
income taxes. The Company's net income for the six months ended December 31,
1998 was $384,000 compared to $161,000 for the six months ended December 31,
1997. The $223,000 increase in net income was primarily due to an increase in
net interest income, an increase in other income and a decrease in noninterest
expenses partially offset by an increase in income taxes.
8
<PAGE>
Interest Income
- ---------------
Total interest income increased by $45,000 or 3.6% to $1,294,000 for the quarter
ended December 31, 1998 from $1,249,000 for the quarter ended December 31, 1997.
The increase in total interest income for the comparable three months periods
was due to an increase of $5.3 million in the average balance of interest-
earning assets to $71.6 million from $66.3 million, partially offset by a
decrease of 31 basis points in the average yield on interest-earning assets to
7.23% from 7.54%.
Total interest income increased by $157,000 or 6.4% to $2,606,000 for the six
months ended December 31, 1998 from $2,449,000 for the six months ended December
31, 1997. The increase in total interest income for the comparable six months
periods was due to an increase of $6.9 million in the average balance of
interest-earning assets to $70.9 million from $64.0 million, partially offset by
a decrease of 31 basis points in the average yield on interest-earning assets to
7.35% from 7.66%.
The increase in the average balance of interest-earning assets is due to an
increase in federal funds sold and also an increase in loans receivable, as a
result of investing the proceeds of the Company's recent stock conversion.
Interest Expense
- ----------------
Total interest expense decreased by $43,000 or 5.9% to $682,000 for the quarter
ended December 31, 1998 from $725,000 for the quarter ended December 31, 1997.
The decrease in total interest expense for the comparable three months periods
was due to a decrease of $1.4 million in the average balance of interest-bearing
liabilities to $57.2 million from $58.6 million and a decrease of 18 basis
points in the average yield on interest-bearing liabilities to 4.77% from 4.95%.
Total interest expense decreased $64,000 or 4.5% to $1,356,000 for the six
months ended December 31, 1998 from $1,420,000 for the six months ended December
31, 1997. The decrease in total interest expense for the comparable six months
periods was due to a decrease of $1.8 million in the average balance of
interest-bearing liabilities to $56.5 million from $58.3 million and a decrease
of 7 basis points in the average yield on interest-bearing liabilities to 4.80%
from 4.87%.
The decrease in the average balance of interest-bearing liabilities is due
primarily to a decrease of $1.2 million in borrowings and $600,000 in savings.
Net Interest Income
- -------------------
The Company's net interest income increased by $86,000 or 16.4% to $611,000 for
the quarter ended December 31, 1998 from $525,000 for the quarter ended December
31, 1997.
9
<PAGE>
The increase in net interest income was primarily due to an increase in the
ratio of average interest-earning assets to average interest-bearing liabilities
to 125.25 from 113.12%. The Company's net yield on interest-earning assets
increased 25 basis points to 3.42% from 3.17%.
The Company's net interest income increased $221,000 or 21.5% to $1,251,000 for
the six months ended December 31, 1998 from $1,029,000 for the six months ended
December 31, 1997. The increase in net interest income was primarily due to an
increase in the ratio of average interest-earning assets to average interest-
bearing liabilities to 125.56% from 109.81%. The Company's net yield on
interest-earning assets increased by 30 basis points to 3.52% from 3.22%. The
proceeds from the Company's stock conversion was the major reason for the
increased ratios of average interest-bearing assets to average interest-bearing
liabilities, resulting in increased net yields on interest-earning assets.
Provision For Loan Losses
- -------------------------
Management monitors its allowance for loan losses and makes additions to the
allowance, through the provision for loan losses, as economic conditions and
other factors dictate. Management maintains its allowance for loan losses at a
level which it considers to be adequate to provide for loan losses based on
volume, type of collateral and prior loan loss experience. During the six
months ended December 31, 1998, the Company recorded a provision for loan losses
of $2,550 compared to $3,900 for the six months ended December 31, 1997. The
Company's nonperforming loans as a percentage of loans receivable was .00% and
.04% at December 31, 1998 and June 30, 1998, respectively, all consisting of
single-family residential mortgage loans.
Noninterest Income
- ------------------
Total noninterest income increased by $27,000 or 100.0 to $54,000 for the
quarter ended December 31, 1998 from $27,000 for the quarter ended December 31,
1997. The increase in noninterest income was due to an increase of $28,000 in
gain on sales of loans receivable to $32,000 for the quarter ended December 31,
1998 from $4,000 for the quarter ended December 31, 1997.
Total noninterest income increased by $39,000 or 81.3% to $87,000 for the six
months ended December 31, 1998 from $48,000 for the six months ended December
31, 1997. The increase in noninterest income was due primarily to an increase
of $34,000 in gain on sales of loans receivable to $38,000 for the six months
ended December 31, 1998 from $4,000 for the six months ended December 31, 1997
and an increase of $3,000 in loan fees and service charges to $33,000 for the
six months ended December 31, 1998 from $30,000 for the six months ended
December 31, 1997.
10
<PAGE>
Noninterest Expenses
- --------------------
Total noninterest expenses increased by $82,000 or 28.4% to $371,000 for the
quarter ended December 31, 1998 from $289,000 for the quarter ended December
31,1997. The increase in noninterest expenses was primarily due to a increase
in salaries and employee benefits expense of $61,000 or 43.0% to $203,000 for
the quarter ended December 31,1998 from $142,000 for the quarter ended December
31, 1997 and an increase in other noninterest expenses of $23,000 or 31.5% to
$96,000 for the quarter ended December 31, 1998 from $73,000 for the quarter
ended December 31, 1997. The increase in salaries and employee benefits expense
was primarily due to expenses related to the Company's Employee Stock Ownership
Plan (ESOP) in the amount of $32,000, an increase in retirement plan expenses in
the amount of $13,000 and a decrease in the capitalization of loan origination
expenses of $8,000 during the quarter ended December 31, 1998, compared to the
quarter ended December 31, 1997. The increase in other noninterest expense was
primarily due to an increase in legal expenses of $17,000 and transfer agent
expenses of $6,000 during the quarter ended December 31, 1998, compared to the
quarter ended December 31, 1997.
Total noninterest expenses decreased by $106,000 or 13.1% to $704,000 for the
six months ended December 31, 1998 from $810,000 for the six months ended
December 31, 1997. The decrease in noninterest expenses was primarily due to a
decrease in salaries and employee benefits expense of $149,000 or 27.7% to
$389,000 for the six months ended December 31, 1998 from $538,000 for the six
months ended December 31, 1997, partially offset by an increase in other
noninterest expenses of $37,000 or 28.2% to $168,000 for the six months ended
December 31, 1998 from $131,000 for the six months ended December 31, 1997. The
decrease in salaries and employee benefits expense was primarily due to the
establishment of a non-qualified supplemental executive retirement plan for the
benefit of the Company's President and Chief Executive Officer in the amount of
$272,000 during the six months ended December 31, 1997. This decrease was
partially offset by expenses related to the Company's Employee Stock Ownership
Plan (ESOP) in the amount of $25,000 and a decrease in the capitalization of
loan origination expenses of $17,000 during the six months ended December 31,
1998, compared to the six months ended December 31, 1997. The increase in other
noninterest expenses was primarily due to an increase in legal expenses of
$21,000 and transfer agent expenses of $7,000 during the six months ended
December 31, 1998, compared to the six months ended December 31, 1997, as the
result of being a public company.
Liquidity and Capital Resources
- -------------------------------
Liquidity management for the Company is both an ongoing and long-term function
of the Company's asset/liability management strategy. Excess funds, when
applicable, generally are invested in overnight deposits at a correspondent bank
and at the Federal Home Loan Bank (FHLB) of Atlanta. Currently when the Company
requires funds, beyond its ability to
11
<PAGE>
generate deposits, additional sources of funds are available through the FHLB of
Atlanta. The Company has the ability to pledge its FHLB of Atlanta stock or
certain other assets as collateral for such advances. Management and the Board
of Directors believe that the Company's liquidity is adequate. The Company's
most liquid assets are cash and cash equivalents, which include short-term
investments. The levels of these assets are dependent on the Company's
operating, financing and investing activities during any given period. At
December 31, 1998, the Company's cash on hand, interest bearing deposits,
Federal funds sold and short-term investments totaled $10.9 million.
The Company anticipates that it will have sufficient funds available to meet its
current loan origination commitments of approximately $486,000. Certificates of
deposit which are scheduled to mature in less than one year at December 31, 1998
totaled $19.8 million. Historically, a high percentage of maturing deposits
have remained with the Company.
The Company's principal sources of funds are deposits, loan repayments and
prepayments, and other funds provided by operations. While scheduled loan
repayments are relatively predictable, deposit flows and early loan prepayments
are more influenced by interest rates, general economic conditions, and
competition. The Association maintains investments in liquid assets based upon
management's assessment of (1) need for funds, (2) expected deposit flows, (3)
yields available on short-term liquid assets and (4) objectives of the
asset/liability management program.
The Company's primary sources of cash in investing activities during the six
months ended December 31, 1998 were a net decrease of $1.7 million in loans
receivable, offset by the purchase of loan participations of $98,000.
The Company's primary sources of cash provided by financing activities during
the six months ended December 31, 1998 consisted of a net increase of $3.6
million in savings deposits, offset by a decrease of $653,000 in advance
payments by borrowers for taxes, insurance and ground rents, and approximately
$571,000 for the repurchase of 50,585 shares of the Company's common stock.
12
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security-Holders
On January 20, 1999, a Special Meeting of the Shareholders of the
Corporation was held. The following matters were submitted to the
Shareholders, for which the following votes were cast:
Ratification of the adoption of the Company's 1999 Stock Option and
Incentive Plan.
For: 577,027 Against: 68,905 Abstain: 7,508
Broker Non-Votes: 7,992
Ratification of the adoption of the Company's Recognition and
Retention Plan
For: 473,219 Against: 180,705 Abstain: 7,508
Broker Non-Votes: 0
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibit is filed as part of this Form 10QSB:
Exhibit 27 Financial Data Schedule
13
<PAGE>
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WYMAN PARK BANCORPORATION, INC.
Registrant
Date: February 5, 1999 /s/ Ernest A. Moretti
--------------------------------------------
Ernest A. Moretti
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 5, 1999 /s/ Ronald W. Robinson
--------------------------------------------
Ronald W. Robinson
Treasurer
(Principal Financial and Accounting Officer)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WYMAN PARK
BANCORPORATION AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 370,716
<INT-BEARING-DEPOSITS> 3,914,921
<FED-FUNDS-SOLD> 6,649,834
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 249,404
<INVESTMENTS-MARKET> 251,473
<LOANS> 60,489,384
<ALLOWANCE> (280,550)
<TOTAL-ASSETS> 72,944,299
<DEPOSITS> 57,613,622
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,251,620
<LONG-TERM> 0
0
0
<COMMON> 10,117
<OTHER-SE> 14,068,940
<TOTAL-LIABILITIES-AND-EQUITY> 72,944,299
<INTEREST-LOAN> 1,167,756
<INTEREST-INVEST> 4,487
<INTEREST-OTHER> 121,662
<INTEREST-TOTAL> 1,293,905
<INTEREST-DEPOSIT> 681,859
<INTEREST-EXPENSE> 682,409
<INTEREST-INCOME-NET> 611,496
<LOAN-LOSSES> (550)
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 371,332
<INCOME-PRETAX> 293,567
<INCOME-PRE-EXTRAORDINARY> 293,567
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 176,867
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
<YIELD-ACTUAL> 3.42
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (280,000)
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (280,550)
<ALLOWANCE-DOMESTIC> (280,550)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
