-----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, E9CD+GMJtuDbdURZeXFg2wg1tNGOmlPJP6uEDnEjo+xODzMro+fpbdYaHpjB1OzO UqDEQShM/RkrSdURl2FYUw== 0000927089-99-000173.txt : 19990510 0000927089-99-000173.hdr.sgml : 19990510 ACCESSION NUMBER: 0000927089-99-000173 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990507 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: SEC FILE NUMBER: 000-23345 FILM NUMBER: 99613167 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 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 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: 0-23345 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 March 31, 1999, the issuer had 905,926 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 March 31, 1999 and June 30, 1998................................. 2 Consolidated Statements of Operations for the Three Month and Nine Month Periods Ended March 31, 1999 and 1998............. 3 Consolidated Statements of Cash Flows for the Nine Month Periods Ended March 31, 1999 and 1998............................ 4 Notes to Consolidated Financial Statements.......................5-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................8-13 PART II. OTHER INFORMATION ----------------- Item 1. Legal Proceedings.................................................14 Item 2. Changes in Securities.............................................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 1
Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland Consolidated Statements of Financial Condition March 31, June 30, 1999 1998 --------- -------- (Unaudited) ASSETS -------- Cash and noninterest bearing deposits $ 314,657 $ 206,303 Interest bearing deposits in other banks 4,182,103 2,071,076 Federal funds sold 7,305,330 4,570,744 ---------- ---------- Total cash and cash equivalents 11,802,090 6,848,123 Loans receivable, net 59,308,058 62,042,464 Mortgage-backed securities held to maturity at amortized cost, fair value of $231,308 (3/99) and $291,212 (6/98) 229,894 283,715 Federal Home Loan Bank of Atlanta stock, at cost 509,900 509,900 Accrued interest receivable 282,696 328,934 Ground rents owned, at cost 125,487 129,108 Property and equipment, net 159,303 188,120 Prepaid expenses and other assets 76,690 60,504 Federal and state income taxes receivable -- 130 Deferred tax asset 165,563 150,019 ---------- ----------- Total Assets $72,659,681 $70,541,017 ----------- ----------- LIABILITIES & STOCKHOLDERS'EQUITY ---------------------------------- Liabilities: Demand deposits $ 6,163,323 $ 5,611,764 Money market and NOW accounts 11,366,184 9,429,037 Time deposits 40,274,120 38,977,347 ----------- ----------- Total deposits 57,803,627 54,018,148 Checks outstanding in excess of bank balance 6,184 143,430 Advance payments by borrowers for taxes, insurance and ground rents 1,039,627 1,368,467 Accrued interest payable on savings deposits 20,032 17,495 Accrued expenses and other liabilities 488,791 448,120 Federal and state income taxes payable 8,314 279,073 ----------- ----------- Total liabilities 59,366,575 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 905,926 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 - Recognition and Retention Plan (RRP) (302,667) -- Contra equity - Treasury Stock; 105,787shares, at cost at March 31, 1999 (1,199,764) -- Retained earnings, substantially restricted 5,801,505 5,272,252 ----------- ----------- Total stockholders' equity 13,293,106 14,266,284 ----------- ----------- Total liabilities and stockholders' equity $72,659,681 $70,541,017 ----------- -----------
See accompanying notes to financial statements. 2
Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland Consolidated Statements of Operation (Unaudited) For the Nine Months For the Three Months Ended March 31, Ended March 31, 1999 1998 1999 1998 ---- ---- ---- ---- Interest and fees on loans receivable $3,470,934 $3,476,269 $1,112,517 $1,198,467 Interest on mortgage-backed securities 13,271 18,124 4,115 5,796 Interest on investment securities -- 85,215 -- 13,463 Interest on other investments 385,026 196,531 146,239 109,252 ---------- ---------- ---------- ---------- Total interest income $3,869,231 $3,776,139 $1,262,871 $1,326,978 ---------- ---------- ---------- ---------- Interest on savings deposits $2,015,185 $2,028,929 $ 660,970 $ 648,263 Interest on Federal Home Loan Bank of Atlanta advances -- 37,394 -- -- Interest on escrow deposits 2,467 3,352 1,093 1,557 ---------- ---------- ---------- ---------- Total interest expense $2,017,652 $2,069,675 $ 662,063 $ 649,820 Net interest income before provision for loan losses 1,851,579 1,706,464 600,808 677,158 Provision for loan losses 2,550 6,400 -- 2,500 ---------- ---------- ---------- ---------- Net interest income $1,849,029 $1,700,064 $ 600,808 $ 674,658 ---------- ---------- ---------- ---------- OTHER INCOME Loan fees and service charges $ 50,767 $ 45,680 $ 17,285 $ 15,673 Gain on sales of loans receivable 47,174 6,031 9,154 1,969 Other 21,546 21,182 5,610 7,193 ---------- ---------- ---------- ---------- Total other income $ 119,487 $ 72,893 $ 32,049 $ 24,835 ---------- ---------- ---------- ---------- NONINTEREST EXPENSES Salaries and employee benefits $ 629,438 $ 724,480 $ 240,742 $ 186,377 Occupancy costs 71,989 70,698 24,063 23,612 Federal deposit insurance premiums 24,958 26,485 8,630 8,731 Data processing 58,287 55,998 21,378 20,330 Advertising 33,470 43,007 10,671 20,282 Franchise and other taxes 41,554 32,928 18,573 15,176 Other 250,561 207,594 82,399 76,919 ---------- ---------- ---------- ---------- Total noninterest expenses $1,110,257 $1,161,190 $ 406,456 $ 351,427 Income before tax provision 858,259 611,767 226,401 348,066 Provision for income taxes 322,176 238,120 74,456 133,900 ---------- ---------- ---------- ---------- Net Income $ 536,083 $ 373,647 $ 151,945 $ 214,166 ---------- ---------- ---------- ---------- Net income per share, basic (Note 4) $ 0.59 N/A $ 0.17 N/A Net income per share, diluted (Note 4) $ 0.58 N/A $ 0.17 N/A
See accompanying notes to financial statements. 3
Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended March 31, --------------------------- 1999 1998 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Net income $ 536,083 $ 373,647 Adjustments to reconcile net income to net Cash provided by operating activities: Depreciation and amortization 41,086 47,007 Non-cash compensation under stock based benefit plan 75,667 -- Provision for loan losses 2,550 6,400 Amortization of loan fees (66,187) (64,519) Gain on sales of loans receivable (47,174) (6,031) Loans originated for sale (4,042,000) (515,700) Proceeds from loans originated for sale 4,089,174 521,731 Decrease in accrued interest receivable 46,239 25,964 (Increase) decrease in prepaid expenses and other assets (16,186) 18,157 Increase in accrued expenses and other liabilities 40,671 301,708 Decrease in federal and state income taxes receivable 130 -- Increase (decrease) in federal and state income taxes payable (286,303) 113,242 Increase (decrease) in accrued interest payable on savings deposits 2,537 (1,517) ---------- ---------- Net cash provided by operating activities 376,287 820,089 CASH FLOWS FROM INVESTING ACTIVITIES - ------------------------------------ Proceeds from sale of ground rents 3,620 -- Purchases of investment securities available for sale -- (3,298,020) Maturities of investment securities available for sale -- 3,000,000 Net (increase) decrease in loans receivable 3,033,549 (5,554,836) Purchase of loan participations (235,506) (1,341,703) Mortgage-backed securities principal repayments 53,821 48,788 Purchases of property and equipment (12,268) (46,615) ---------- ---------- Net cash provided by (used in) investing activities 2,843,216 (7,192,386) CASH FLOWS FROM FINANCING ACTIVITIES - ------------------------------------- Net increase (decrease) in savings deposits 3,785,479 (1,883,037) Net decrease in checks outstanding in excess of bank balance (137,246) -- Decrease in advance payments by borrowers for taxes, insurance and ground rents (328,841) (196,585) Repurchase of common stock (1,584,928) -- Proceeds received from the sale of common stock -- 9,673,053 Employee stock ownership plan obligation -- (809,370) ---------- ---------- Net cash provided by financing activities 1,734,464 6,784,061 Net increase (decrease) in cash and cash equivalents $ 4,953,967 $ 411,764 Cash and cash equivalents at beginning of period 6,848,123 2,377,092 ---------- ---------- Cash and cash equivalents at end of period $11,802,090 $ 2,788,856 ---------- ---------- SUPPLEMENTAL INFORMATION - ------------------------- Interest paid on savings deposits and borrowed funds $ 2,023,465 $ 2,067,840 Income taxes paid $ 608,620 $ 124,879
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") 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 nine and three months ended March 31, 1999 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 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 diluted 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 nine months and three months ended March 31, 1999 as follows: Nine Months Ended Three Months Ended March 31, 1999 March 31, 1999 -------------- -------------- Net income $536,083 $151,945 Weighted average shares Outstanding basic EPS 913,839 893,892 Diluted items Stock options 181 551 Unvested stock awards 7,130 21,706 Adjusted weighted average shares used for diluted EPS 921,150 916,149 Basic and diluted earnings per share are not presented for the three month and nine month periods ending March 31, 1998 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 March 31, 1999 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) $9,944,381 26.6% $2,986,535 8.0% $3,733,169 10.0% Tier I capital (to Risk Weighted Assets) 9,663,831 25.9% 1,493,267 4.0% 2,239,901 6.0% Tier 1 Capital (to Average Assets) 9,663,831 13.8% 2,794,598 4.0% 3,493,248 5.0%
6 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. 7 ITEM2: 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 8 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 $12,000.00 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 MARCH 31, 1999 AND JUNE 30, 1998 The Company's assets increased $2.2 million or 3.1% to $72.7 million at March 31, 1999 from $70.5 million at June 30, 1998. Cash and cash equivalents increased $5.0 million or 73.5% to $11.8 million at March 31, 1999 from $6.8 million at June 30, 1998. Net loans receivable decreased $2.7 million or 4.4% to $59.3 million at March 31, 1999 from $62.0 million at June 30, 1998. The $2.7 million decrease in net loans receivable was primarily the result of a decrease of $2.2 million in residential real estate loans, a decrease of $200,000 in participation loans, a decrease of $200,000 in consumer loans and a decrease of $100,000 in commercial real estate loans. Savings deposits increased $3.8 million or 7.0% to $57.8 million at March 31, 1999 from $54.0 million at June 30, 1998. The Company's stockholders' equity decreased $1.0 million or 7.0% to $13.3 million at March 31, 1999 from $14.3 million at June 30, 1998. The decrease in stockholders' equity was due primarily to the Company's repurchase of 156,372 shares of its common stock for approximately $1.6 million, offset by $536,000 of net income for the nine months ended March 31, 1999. COMPARISON OF OPERATING RESULTS FOR THE QUARTER AND NINE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998 NET INCOME - ----------- The Company reported net income of $152,000 for the quarter ended March 31, 1999 compared to $214,000 for the quarter ended March 31,1998. The $62,000 decrease in net income was primarily due to decreased net interest income and increased noninterest expense, offset by increased other income and decreased income taxes. The Company's net income for the nine months ended March 31, 1999 was $536,000 compared to $374,000 for the nine months ended March 31, 1998. The $162,000 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. 9 INTEREST INCOME - --------------- Total interest income decreased by $64,000 or 4.8% to $1,263,000 for the quarter ended March 31, 1999 from $1,327,000 for the quarter ended March 31, 1998. The decrease in total interest income for the comparable three months periods was due to a decrease of 72 basis points in the average yield on interest-earning assets to 7.01% from 7.73%, partially offset by an increase of $3.5 million in the average balance of interest-earning assets to $72.1 million from $68.6 million. Total interest income increased by $93,000 or 2.5% to $3,869,000 for the nine months ended March 31, 1999 from $3,776,000 for the nine months ended March 31, 1998. The increase in total interest income for the comparable nine months periods was due to an increase of $5.8 million in the average balance of interest-earning assets to $71.3 million from $65.5 million, partially offset by a decrease of 45 basis points in the average yield on interest-earning assets to 7.23% from 7.68%. 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 increased by $12,000 or 1.8% to $662,000 for the quarter ended March 31, 1999 from $650,000 for the quarter ended March 31, 1998. The increase in total interest expense for the comparable three months periods was due to an increase of $3.4 million in the average balance of interest-bearing liabilities to $57.7 million from $54.3 million, partially offset by a decrease of 21 basis points in the average yield on interest-bearing liabilities to 4.58% from 4.79%. Total interest expense decreased $52,000 or 2.5% to $2,018,000 for the nine months ended March 31, 1999 from $2,070,000 for the nine months ended March 31, 1998. The decrease in total interest expense for the comparable nine months periods was due to a decrease of 19 basis points in the average yield on interest-bearing liabilities to 4.73% from 4.92%, partially offset by an increase of $700,000 in the average balance of interest-bearing liabilities to $56.9 million from $56.2 million. The increase in the average balance of interest-bearing liabilities is due primarily to an increase of $1.5 million in savings, partially offset by a decrease of $800,000 in borrowings. NET INTEREST INCOME - ------------------- The Company's net interest income decreased by $76,000 or 11.2% to $601,000 for the quarter ended March 31, 1999 from $677,000 for the quarter ended March 31, 1998. 10 The decrease in net interest income was primarily due to a decrease in the ratio of average interest-earning assets to average interest-bearing liabilities to 124.86% from 126.42% and a decrease in the net yield on interest-earning assets by 61 basis points to 3.34% from 3.95%. The Company's net interest income increased $146,000 or 8.6% to $1,852,000 for the nine months ended March 31, 1999 from $1,706,000 for the nine months ended March 31, 1998. 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 125.32% from 116.68%. The Company's net yield on interest-earning assets decreased by 1 basis point to 3.46% from 3.47%. 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. 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 nine months ended March 31, 1999, the Company recorded a provision for loan losses of $2,550 compared to $6,400 for the nine months ended March 31,1998. The Company's nonperforming loans as a percentage of loans receivable was .07% and .04% at March 31, 1999 and June 30, 1998, respectively, all consisting of single-family residential mortgage loans. NONINTEREST INCOME - ------------------- Total noninterest income increased by $ 7,000 or 28.0% to $32,000 for the quarter ended March 31, 1999 from $25,000 for the quarter ended March 31, 1998. The increase in noninterest income was due to an increase of $7,000 in gain on sales of loans receivable to $9,000 for the quarter ended March 31, 1999 from $2,000 for the quarter ended March 31, 1998. Total noninterest income increased by $46,000 or 63.0% to $119,000 for the nine months ended March 31, 1999 from $73,000 for the nine months ended March 31, 1998. The increase in noninterest income was due primarily to an increase of $41,000 in gain on sales of loans receivable to $47,000 for the nine months ended March 31, 1999 from $6,000 for the nine months ended March 31, 1998 and an increase of $5,000 in loan fees and service charges to $51,000 for the nine months ended March 31, 1999 from $46,000 for the nine months ended March 31, 1998. 11 NONINTEREST EXPENSES - -------------------- Total noninterest expenses increased by $55,000 or 15.7% to $406,000 for the quarter ended March 31, 1999 from $351,000 for the quarter ended March 31,1998. The increase in noninterest expenses was primarily due to an increase in salaries and employee benefits expense of $55,000 or 29.6% to $241,000 for the quarter ended March 31,1999 from $186,000 for the quarter ended March 31, 1998. The increase in salaries and employee benefits expense was primarily due to expenses related to the Company's Recognition and Retention Plan (RRP) in the amount of $88,000, an increase in retirement plan expenses in the amount of $9,000, partially offset by a decrease of $48,000 in expenses related to the Company's Employee Stock Ownership Plan (ESOP) during the quarter ended March 31, 1999, compared to the quarter ended March 31, 1998. Total noninterest expenses decreased by $51,000 or 4.4% to $1,110,000 for the nine months ended March 31, 1999 from $1,161,000 for the nine months ended March 31, 1998. The decrease in noninterest expenses was primarily due to a decrease in salaries and employee benefits expense of $95,000 or 13.1% to $629,000 for the nine months ended March 31, 1999 from $724,000 for the nine months ended March 31, 1998, partially offset by an increase in other noninterest expenses of $43,000 or 20.7% to $251,000 for the nine months ended March 31, 1999 from $208,000 for the nine months ended March 31, 1998. 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 nine months ended March 31, 1998. This decrease was partially offset by expenses related to the Company's Employee Stock Ownership Plan (ESOP) in the amount of $17,000, expenses related to the Company's Recognition and Retention Plan (RRP) in the amount of $88,000, an increase in retirement plan expenses in the amount of $24,000, and a decrease in the capitalization of loan origination expenses of $29,000 during the nine months ended March 31, 1999, compared to the nine months ended March 31, 1998. The increase in other noninterest expenses was primarily due to an increase in legal expenses of $22,000 and transfer agent expenses of $12,000 during the nine months ended March 31, 1999, compared to the nine months ended March 31, 1998, 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 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 12 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 March 31, 1999, the Company's cash on hand, interest bearing deposits, Federal funds sold and short-term investments totaled $11.8 million. The Company anticipates that it will have sufficient funds available to meet its current loan origination commitments of approximately $1.3 million. Certificates of deposit which are scheduled to mature in less than one year at March 31, 1999 totaled $23.0 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 nine months ended March 31, 1999 were a net decrease of $3.0 million in loans receivable, offset by the purchase of loan participations of $236,000. The Company's primary sources of cash provided by financing activities during the nine months ended March 31, 1999 consisted of a net increase of $3.8 million in savings deposits, offset by a decrease of $329,000 in advance payments by borrowers for taxes, insurance and ground rents, and approximately $1.6 million for the repurchase of 140,181 shares of the Company's common stock, of which 34,394 shares were used to fund the Company's Recognition and Retention Plan (RRP). 13 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 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: May 7, 1999 /s/ Ernest A. Moretti ------------------------------------ Ernest A. Moretti President and Chief Executive Officer (Principal Executive Officer) Date: May 7, 1999 /s/ Ronald W. Robinson ------------------------------------- Ronald W. Robinson Treasurer (Principal Financial and Accounting Officer) 15 EX-27 2
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WYMAN PARK BANCORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JUN-30-1999 JAN-01-1999 MAR-31-1999 314,657 4,182,103 7,305,330 0 0 229,894 231,308 59,308,058 (280,550) 72,659,681 57,803,627 0 1,562,948 0 0 0 10,117 13,282,989 72,659,681 1,112,517 4,115 146,239 1,262,871 660,970 662,063 600,808 0 0 406,456 226,401 226,401 0 0 151,945 0.170 0.166 3.34 0 0 0 0 (280,550) 0 0 (280,550) (280,550) 0 0
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