-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F/CH94LhDBPbZzp/GG4LhaNAjTSOKZmqlF7ZWFk/ew304zjYmejBvAoV36XTLg0p y54wM0wdJCo6hpxLlQJyUg== 0000914317-03-000327.txt : 20030205 0000914317-03-000327.hdr.sgml : 20030205 20030205083909 ACCESSION NUMBER: 0000914317-03-000327 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYMAN PARK BANCORPORATION INC CENTRAL INDEX KEY: 0001046354 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 522068893 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-23345 FILM NUMBER: 03539523 BUSINESS ADDRESS: STREET 1: 11 WEST RIDGELY RD CITY: LUTHERVILLE STATE: MD ZIP: 21094 BUSINESS PHONE: 4102526450 MAIL ADDRESS: STREET 1: 11 WEST RIDGELY RD CITY: LUTHERVILLE STATE: MD ZIP: 21094 10QSB 1 form10q-49155_wyman.txt 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 Exchange - --- Act of 1934 For the quarterly period ended December 31, 2002 - --- 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 ------------------------------------------------- (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 February 5, 2003, the issuer had 822,490 shares of Common Stock issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes___ No X -------
Contents Part I. Financial Information Page --------------------- ---- Item I. Financial Statements Consolidated Statements of Financial Condition at December 31, 2002 and June 30, 2002..................................... 2 Consolidated Statements of Operations for the Three Month and Six Month Periods ended December 31, 2002 and 2001.... ................ 3 Consolidated Statements of Cash Flows for the Six Month Periods Ended December 31, 2002 and 2001.............................. 4 Notes to Consolidated Financial Statements............................... 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................... 7-12 Item 3. Controls and Procedures................................................ 12 Part II. Other Information ----------------- Item 1. Legal Proceedings...................................................... 13 Item 2. Changes in Securities and Use of Proceeds.............................. 13 Item 3. Defaults Upon Senior Securities........................................ 13 Item 4. Submission of Matters to a Vote of Security Holders.................... 13 Item 5. Other Information...................................................... 14 Item 6. Exhibits and Reports on Form 8-K....................................... 14 Signatures...................................................................... 15 Certifications................................................................. 16-17
1 Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland Consolidated Statements of Financial Condition
December 31, June 30, 2002 2002 ---- ---- (Unaudited) Assets ------ Cash and noninterest bearing deposits $ 930,845 $ 263,180 Interest bearing deposits in other banks 5,076,558 3,516,191 Federal funds sold 6,545,009 4,641,478 ------------ ------------ Total cash and cash equivalents 12,552,412 8,420,849 Investments 4,025,434 -- Loans receivable, net 51,929,775 61,072,782 Mortgage-backed securities held to maturity at amortized cost, fair value of $96,289 (12/2002) and $111,684 (6/2002) 95,599 109,306 Federal Home Loan Bank of Atlanta stock, at cost 528,900 528,900 Accrued interest receivable 214,650 319,109 Ground rents owned, at cost 120,100 120,100 Property and equipment, net 73,346 92,141 Federal and state income taxes receivable 7,719 -- Deferred tax asset 216,740 216,740 Prepaid expenses and other assets 325,503 131,504 ------------ ------------ Total Assets $ 70,090,178 $ 71,011,431 ------------ ------------ Liabilities & Stockholders'Equity --------------------------------- Liabilities: Demand deposits $ 5,701,961 $ 5,649,688 Money market and NOW accounts 10,624,565 10,097,757 Time deposits 43,073,503 44,240,930 ------------ ------------ Total deposits 59,400,029 59,988,375 Advance payments by borrowers for taxes, insurance and ground rents 430,463 1,104,059 Accrued interest payable on savings deposits 7,059 9,650 Federal and state income taxes payable 4,066 14,643 Accrued expenses and other liabilities 649,000 532,045 ------------ ------------ Total liabilities 60,490,617 61,648,772 Stockholders' Equity - -------------------- Common stock, par value $.0l per share; authorized 2,000,000 shares; issued 1,011,713 shares 10,117 10,117 Additional paid-in capital 4,264,703 4,264,703 Contra equity - Employee Stock Ownership Plan (ESOP) (366,126) (366,126) Retained earnings, substantially restricted 7,439,807 7,202,905 Treasury Stock; 189,223 shares at cost at December 31, 2002 and June 30, 2002 (1,748,940) (1,748,940) ------------ ------------ Total stockholders' equity 9,599,561 9,362,659 ------------ ------------ Total liabilities and stockholders' equity $ 70,090,178 $ 71,011,431 ------------ ------------ See accompanying notes to financial statements
2
Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland Consolidated Statements of Operation (Unaudited) For the Six Months For the Three Months Ended December 31, Ended December 31, 2002 2001 2002 2001 ---- ---- ---- ---- Interest and fees on loans receivable $2,033,718 $2,333,405 $ 993,377 $1,151,429 Interest on mortgage-backed securities 2,291 4,336 1,108 2,122 Interest on investment securities 25,434 - 14,797 - Interest on other investments 76,441 81,324 41,178 38,435 ---------- ---------- ---------- ---------- Total interest income $2,137,884 $2,419,065 $1,050,460 $1,191,986 ---------- ---------- ---------- ---------- Interest on savings deposits $1,040,007 $1,384,420 $ 497,693 $ 662,810 Interest on escrow deposits 521 648 200 260 ---------- ---------- ---------- ---------- Total interest expense $1,040,528 $1,385,068 $ 497,893 $ 663,070 Net interest income before provision for loan losses 1,097,356 1,033,997 552,567 528,916 Provision for loan losses - 165 - 165 ---------- ---------- ---------- ---------- Net interest income $1,097,356 $1,033,832 $ 552,567 $ 528,751 ---------- ---------- ---------- ---------- Other Income - ------------ Loan fees and service charges $ 35,797 $ 54,674 $ 14,220 $ 25,346 Gain on sales of loans receivable 3,850 24,098 2,200 19,323 Other 40,247 21,275 32,036 12,159 ---------- ---------- ---------- ---------- Total other income $ 79,894 $ 100,047 $ 48,456 $ 56,828 ---------- ---------- ---------- ---------- Noninterest Expenses - -------------------- Salaries and employee benefits $ 493,442 $ 483,004 $ 225,538 $ 229,829 Occupancy costs 45,397 51,185 22,023 24,566 Professional services 36,546 33,036 22,302 20,307 Federal deposit insurance premiums 5,131 5,501 2,570 2,794 Furniture and fixtures depreciation and maintenance 31,756 20,499 17,085 9,508 Data processing 41,915 40,907 20,620 20,263 Advertising 11,967 15,319 8,078 8,540 Franchise and other taxes 17,599 19,172 7,935 6,683 Other 99,228 109,491 52,430 58,396 ---------- ---------- ---------- ---------- Total noninterest expenses $ 782,981 $ 778,114 $ 378,581 $ 380,886 Income before tax provision 394,269 355,765 222,442 204,693 Provision for income taxes 157,367 140,016 90,367 82,316 ---------- ---------- ---------- ---------- Net Income $ 236,902 $ 215,749 $ 132,075 $ 122,377 ---------- ---------- ---------- ---------- Basic net income per share $ 0.32 $ 0.30 $ 0.18 $ 0.17 Diluted net income per share $ 0.28 $ 0.28 $ 0.15 $ 0.16
See accompanying notes to financial statements. 3 Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended December 31, ----------------------------- 2002 2001 ---- ---- Cash Flows from operating activities Net income $ 236,902 $ 215,749 Adjustments to reconcile net income to net Cash provided by operating activities: Depreciation and amortization 19,287 19,572 Non-cash compensation under stock based benefit plan - (3,022) Amortization of loan fees (82,747) (32,301) Provision for loan loss - 165 Gain on sales of loans receivable (3,850) (24,098) Loans originated for sale (385,000) (1,310,350) Proceeds from loans originated for sale 388,850 1,334,448 Decease in accrued interest receivable 104,459 55,571 Increase in prepaid expenses and other assets (193,999) (18,082) Increase in accrued expenses and other liabilities 116,955 118,835 Increase in federal and sate income taxes receivable (7,719) (5,854) Decrease in federal and state income taxes payable (10,577) (17,562) Decrease in accrued interest payable on savings deposits (2,591) (3,867) ------------ ------------ Net cash provided by operating activities 179,970 329,104 Cash flows from investing activities - ------------------------------------ Increase in investments (4,025,434) (2,509,778) Proceeds from sale of ground rents - 2,500 Net decrease in loans receivable 10,081,252 4,107,162 Purchase of loan participations (855,498) (1,652,351) Mortgage-backed securities principal repayments 13,707 17,263 Purchases of property and equipment (492) (11,209) Net cash provided by (used in) investing activities 5,213,535 (46,413) Cash flows from financing activities - ------------------------------------ Net decrease in savings deposits (588,346) (1,870,951) Decrease in advance payments by borrowers for taxes, insurance and ground rents (673,596) (688,019) Repurchase of common stock - - ------------ ------------ Net cash used in financing activities (1,261,942) (2,558,970) Net increase (decrease) in cash and cash equivalents $ 4,131,563 $ (2,276,279) Cash and cash equivalents at beginning of period 8,420,849 4,432,017 ------------ ------------ Cash and cash equivalents at end of period $ 12,552,412 $ 2,155,738 ------------ ------------ Supplemental information - ------------------------ Interest paid on savings deposits and borrowed funds $ 1,040,528 $ 1,385,069 Income taxes paid $ 137,860 $ 147,000
See accompanying notes to financial statements. 4 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") is the holding company of Wyman Park Federal Savings & Loan Association ("Association"), which converted from mutual to stock form ("Stock Conversion") and became the wholly owned subsidiary of the Company on January 5, 1998. 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, 2002 are not necessarily indicative of the results that may be expected for the entire year. Certain prior year amounts have been reclassified to conform with the current year presentation. Note 3: Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid investments with maturities at date of purchase of three months or less to be cash equivalents. Cash equivalents consist of cash, non-interest bearing deposits, variable rate interest bearing deposits in other banks and federal funds sold. 5 D Note 4: Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the appropriate period. Unearned Employee Stock Ownership Plan (ESOP) shares are not included in outstanding shares. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding as adjusted for the dilutive effect of stock options and unvested stock awards based on the "treasury stock" method. Information relating to the calculations of net income per share of common stock is summarized for the three months and six months ended December 31, 2002 and 2001 as follows:
Three Months Ended Six Months Ended December 31, December 31, 2002 2001 2002 2001 ---------------------- ---------------------- Net income $132,075 $122,377 $236,902 $215,749 Weighted average shares Outstanding basic EPS 750,081 724,731 748,209 722,767 Dilutive items Stock options 102,437 49,328 101,586 44,450 Unvested stock awards 4,007 2,604 3,931 1,898 Adjusted weighted average shares Outstanding used for diluted EPS 856,525 776,663 853,726 769,115
Note 5: Regulatory Capital Requirements Under OTS regulations, the Association must maintain capital at least equal to specified percentage of its assets. The Association's assets and capital for these purposes are subject to OTS regulatory definition, and the percentage levels vary depending on the capital levels being measured. The following table presents the Association's capital position based on the December 31, 2002 financial statements.
To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ------------------------ ----------------- ----------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- Total Capital (to Risk Weighted Assets) $9,272,477 25.0% $2,963,621 8.0% $3,704,526 10.0% Tier I capital (to Risk Weighted Assets) 8,988,849 24.3% 1,481,810 4.0% 2,222,716 6.0% Tier 1 Capital (to Average Assets) 8,988,849 12.9% 2,796,596 4.0% 3,495,746 5.0%
6 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 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. Merger Agreement With Bradford Bank On July 9, 2002, the Company entered into a Merger Agreement with Bradford Bank, whereby Bradford Bank will purchase all the outstanding shares of the Company for $14.55 per share in cash. Bradford Bank will also pay $14.55, less the respective exercise price, for each outstanding stock option. The merger price is subject to reduction to the extent that the cost of the Company's termination of its defined benefit pension plan, as part of the merger, exceeds $100,000. The Company's stockholders approved the merger at the Annual Stockholders' Meeting on October 16, 2002. The Office of Thrift Supervision (OTS) approved the merger on December 19, 2002. The merger is expected to occur in February 2003. 7 Comparison of Financial Condition at December 31, 2002 and June 30, 2002 The Company's assets decreased $900,000 or 1.3% to $70.1 million at December 31, 2002 from $71.0 million at June 30, 2002. Cash and cash equivalents increased $4.2 million or 50.0% to $12.6 million at December 31, 2002 from $8.4 million at June 30, 2002, primarily as a result of a decrease in loan originations. Investments increased $4.0 million at December 31, 2002 from $0 at June 30, 2002, as cash from loan payments and loan payoffs were instead invested in a cash management fund. Net loans receivable decreased $9.2 million or 15.1% to $51.9 million at December 31, 2002 from $61.1 million at June 30, 2002 as a result of normal amortization and payoffs. Savings deposits decreased $588,000 or 1.0% to $59.4 million at December 31, 2002 from $60.0 million at June 30, 2002. The Company believes the deposit decline is the result of customer reaction to reduced deposit rates, as the Company seeks to manage its net interest margin. Advance payments by borrowers for taxes, insurance and ground rents decreased $670,000 or 60.9% to $430,000 at December 31, 2002 from $1.1 million at June 30, 2002 as the result of the payment of escrowed real estate taxes. The Company's stockholders' equity increased $237,000 or 2.5% to $9.6 million at December 31, 2002 from $9.4 million at June 30, 2002 as a result of net income of $237,000 for the six months ended December 31, 2002. Comparison of Operating Results for the Quarter and Six Months Ended December 31, 2002 and December 31, 2001 Net Income - ---------- The Company reported net income of $132,000 for the quarter ended December 31, 2002 compared to $122,000 for the quarter ended December 31, 2001. The $10,000 increase in net income was primarily due to an increase in net interest income of $24,000, offset by a decrease in non-interest income of $8,000 and an increase in provision for income taxes of $8,000. The Company's net income for the six months ended December 31, 2002 was $237,000 compared to $216,000 for the six months ended December 31, 2001. The $21,000 increase in net income was primarily due to an increase in net interest income of $63,000, offset by a decrease in non-interest income of $20,000 and an increase in provision for income taxes of $17,000. Interest Income - --------------- Total interest income decreased by $142,000 or 11.9% to $1,050,000 for the quarter ended December 31, 2002 from $1,192,000 for the quarter ended December 31, 2001. The decrease in total interest income for the comparable three months periods was due primarily to a decrease of 84 basis points in the average yield on interest-earning assets to 6.18% from 7.02%, as a result of declining interest rates. 8 Total interest income decreased by $281,000 or 11.6% to $2,138,000 for the six months ended December 31, 2002 from $2,419,000 for the six months ended December 31, 2001. The decrease in total interest income for the comparable six months periods was due primarily to a decrease of 84 basis points in the average yield on interest-earning assets to 6.28% from 7.12%, as a result of declining interest rates. Interest Expense - ---------------- Total interest expense decreased by $165,000 or 24.9% to $498,000 for the quarter ended December 31, 2002 from $663,000 for the quarter ended December 31, 2001. The decrease in total interest expense for the comparable three months periods was due primarily to a decrease of 118 basis points in the average yield on interest-bearing liabilities to 3.36% from 4.54%, partially offset by an increase of $900,000 in the average balance of interest-bearing liabilities to $59.3 million from $58.4 million. The increase in the average balance of interest-bearing liabilities was due to an increase of $900,000 in the average balance of savings deposits for the three months comparable periods. Total interest expense decreased by $344,000 or 24.8% to $1,041,000 for the six months ended December 31, 2002 from $1,385,000 for the six months ended December 31, 2001. The decrease in total interest expense for the comparable six months periods was due primarily to a decrease of 123 basis points in the average yield on interest-bearing liabilities to 3.50% from 4.73%, partially offset by an increase of $900,000 in the average balance of interest-bearing liabilities to $59.4 million from $58.5 million. The increase in the average balance of interest-bearing liabilities was due to a an increase of $900,000 in the average balance of savings deposits for the six months comparable periods. Net Interest Income - ------------------- The Company's net interest income increased $24,000 or 4.5% to $553,000 for the quarter ended December 31, 2002 from $529,000 for the quarter ended December 31, 2001. This was the result of the decline in interest expense in a greater amount than the decline in interest income. This is reflected in the Company's net interest margin, which increased 13 basis points to 3.25% from 3.12%. The Company's net interest income increased $63,000 or 6.1% to $1,097,000 for the six months ended December 31, 2002 from $1,034,000 for the six months ended December 31, 2001. The increase in net interest income was primarily due to a decline in interest expense in a greater amount than the decline in interest income. This is reflected in the Company's net interest margin, which increased 18 basis points to 3.22% from 3.04% for the comparable six month periods. 9 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. Among the other factors considered by management are loan volume, type of collateral and prior loan loss experience. During the three months and six months ended December 31, 2002, the Company recorded no provision for loan losses. The Company's nonperforming loans as a percentage of loans receivable was 0.08% and 0.10% at December 31, 2002, and June 30, 2002, respectively, all consisting of single-family residential mortgage loans. Noninterest Income - ------------------ Total noninterest income decreased by $9,000 or 15.8% to $48,000 for the quarter ended December 31, 2002 from $57,000 for the quarter ended December 31, 2001. The decrease in noninterest income was due primarily to a decrease of $11,000 in service fees on checking accounts to $14,000 for the quarter ended December 31, 2002 from $25,000 for the quarter ended December 31, 2001 and a decrease of $17,000 in gain on sales of loans receivable to $2,000 for the quarter ended December 31, 2002 from $19,000 for the quarter ended December 31, 2001, partially offset by an increase of $20,000 in other income to $32,000 for the quarter ended December 31, 2002 from $12,000 for the quarter ended December 31, 2001 due to sales of annuities and miscellaneous fees. Total noninterest income decreased by $20,000 or 20.0% to $80,000 for the six months ended December 31,2002 from $100,000 for the six months ended December 31, 2001. The decrease in noninterest income was due primarily to a decrease of $19,000 in service fees on checking accounts to $36,000 for the six months ended December 31, 2002 from $55,000 for the six months ended December 31, 2001 and a decrease of $20,000 in gain on sales of loans receivable to $4,000 for the six months ended December 31, 2002 from $24,000 for the six months ended December 31, 2001, partially offset by an increase of $19,000 in other income to $40,000 for the six months ended December 31, 2002, from $21,000 for the six months ended December 31, 2001, due to sales of annuities and miscellaneous fees. The decrease in gain on sales of loans receivable during both the three month and six month periods was due to the corresponding decline in loan originations, as the Company's lending activity has been concentrated primarily in the refinancing area. Noninterest Expenses - -------------------- Total noninterest expenses decreased by $2,000 or 0.5% to $379,000 for the quarter ended December 31, 2002 from $381,000 for the quarter ended December 31, 2001. The decrease in noninterest expenses was primarily due to a decrease in salaries and employee benefits of $4,000 to $226,000 for the quarter ended December 31, 2002 from $230,000 for the quarter ended December 31, 2001, as a result of a decline in staff and a decrease in other noninterest expenses of $6,000 to $52,000 for the quarter ended December 31, 2002 from $58,000 for the quarter ended December 31, 2001, partially offset by an increase in furniture 10 and fixtures depreciation and maintenance of $7,000 to $17,000 for the quarter ended December 31, 2002 from $10,000 for the quarter ended December 31, 2001, due to depreciation on a new ATM and computer hardware. Total noninterest expenses increased by $5,000 or 0.6% to $783,000 for the six months ended December 31, 2002 from $778,000 for the six months ended December 31, 2001. The increase in noninterest expenses was primarily due to an increase in salaries and employee benefits of $10,000 to $493,000 for the six months ended December 31, 2002 from $483,000 for the six months ended December 31, 2001, due to staff additions and an increase in furniture and fixtures depreciation and maintenance of $11,000 to $32,000 for the six months ended December 31, 2002 from $21,000 for the six months ended December 31, 2001, due to depreciation on a new ATM and computer hardware, partially offset by a decline in occupancy costs of $6,000 to $45,000 for the six months ended December 31, 2002 from $51,000 for the six months ended December 31, 2001, as a result of fully depreciated office building components and a decline in other noninterest expenses of $10,000 to $99,000 for the six months ended December 31, 2002 from $109,000 for the six months ended December 31, 2001. 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 and in a short term liquid cash management fund. Currently when the Company requires funds, beyond its ability to generate deposits, additional sources of funds are available, as advances or borrowings, through the FHLB of Atlanta. The Company has the ability to pledge its FHLB of Atlanta stock or certain other assets as collateral for up to $14.0 million in advances. The Company's most liquid assets are cash and cash equivalents, which include short-term investments, as well as an investment in a short-term, liquid cash management fund. The levels of these assets are dependent on the Company's operating, financing and investing activities during any given period. At December 31, 2002, the Company's cash on hand, interest bearing deposits, Federal funds sold and short-term investments totaled $12.6 million. Management and the Board of Directors believe that the Company's liquidity is adequate, including its ability to secure advances from the FHLB of Atlanta, to satisfy its loan commitments of approximately $318,000 as of December 31, 2002. The Company's principal sources of funds are deposits, loan repayments and other funds provided by operations. Certificates of deposit which are scheduled to mature in less than one year at December 31, 2002 totaled $22.1 million. Historically, a high percentage of maturing deposits have remained with the Company. 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. 11 The Company's primary source of cash in investing activities during the six months ended December 31, 2002 was a net decrease of $10.1 million in loans receivable, offset by a $4.0 million increase in investments. The Company's primary uses of cash in financing activities during the six months ended December 31, 2002 consisted of a net decrease of $600,000 in savings deposits and a net decrease of $700,000 in advance payments by borrowers for taxes, insurance and ground rents. Item 3: Controls and Procedures A review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") and Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report. Based on that review and evaluation, the CEO and CFO have concluded that the Company's current disclosure controls and procedures, as designed and implemented, were effective. There have been no significant changes in the Company's internal controls subsequent to the date of their evaluation. There were no significant material weaknesses identified in the course of such review and evaluation and, therefore, no corrective measures were taken by the Company. 12 Part II. Other Information Item 1. Legal Proceedings None. 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 (a) On October 16, 2002, Wyman Park Bancorporation, Inc. (the "Company") held its Annual Meeting of Stockholders. (b) Not Applicable (c) Stockholders voted on the following matters: (i) The election of the following three directors of the Company; Votes: For Withheld ------ --- -------- G. Scott Barhight 722,662 32,426 Ernest A. Moretti 750,563 4,525 John K. White 723,022 32,066 As a result, G. Scott Barhight, Ernest A. Moretti and John K. White were elected directors for terms to expire in 2005. There were no abstentions or broker non votes. (ii) The adoption of the Agreement and Plan of Merger; Votes: % of Outstanding Shares ------ ----------------------- For 679,906 82.7% Against 575 .1% Abstain 100 - Broker Non-Votes 74,507 9.1% As a result, the adoption of the Agreement and Plan of Merger was approved. 13 Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a)Exhibits None (b) On October 16, 2002, the Company filed a Current Report on Form 8-K to report the approval by its stockholders of the Merger Agreement with Bradford Bank. 14 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, 2003 /s/ Ernest A. Moretti -------------------------------------------- Ernest A. Moretti President and Chief Executive Officer (Principal Executive Officer) Date: February 5, 2003 /s/ Ronald W. Robinson -------------------------------------------- Ronald W. Robinson Treasurer (Principal Financial and Accounting Officer) 15 CERTIFICATION I, Ernest A. Moretti, certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Wyman Park Bancorporation, Inc., (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. February 5, 2003 /s/ Ernest A. Moretti ----------------------- Ernest A. Moretti Chief Executive Officer 16 CERTIFICATION I, Ronald W. Robinson, certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Wyman Park Bancorporation, Inc.; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. February 5, 2003 /s/ Ronald W. Robinson ----------------------- Ronald W. Robinson Chief Financial Officer 17 CERTIFICATION OF QUARTERLY REPORT In connection with the accompanying Quarterly Report of Wyman Park Bancorporation, Inc. (the "Company") on Form 10-QSB for the quarter ended December 31, 2002 (the "Report"), I, Ernest A. Moretti, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ernest A. Moretti --------------------------- Ernest A. Moretti Chief Executive Officer Date: February 5, 2003 CERTIFICATION OF QUARTERLY REPORT In connection with the accompanying Quarterly Report of Wyman Park Bancorporation, Inc. (the "Company") on Form 10-QSB for the quarter ended December 31, 2002 (the "Report"), I, Ronald W. Robinson, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ronald W. Robinson --------------------------- Ronald W. Robinson Chief Financial Officer Date: February 5, 2003 -----END PRIVACY-ENHANCED MESSAGE-----