-----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, I7/5CvNB7T8L9QCYG0J59L8imN1jUjh4zZID7K5gL5gJYCYd/xGK2g0lHSPSPUp6 izzOidB9kSBXL3quJ1/XyA== 0000928385-99-000252.txt : 19990208 0000928385-99-000252.hdr.sgml : 19990208 ACCESSION NUMBER: 0000928385-99-000252 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990205 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: 99521992 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 FORM 10-QSB 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, 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 ------------------------------------------------- (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 --- ---
Contents -------- 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
1 Wyman Park Bancorporation, Inc. and Subsidiaries Lutherville, Maryland Consolidated Statements of Financial Condition
Dec. 31, June 30, 1998 1998 ------------ ------------ (Unaudited) 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.
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, 1998 1997 1998 1997 ---- ---- ---- ----- 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 ---------- ----------- - ---------
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, ----------------------------- 1998 1997 ----- ----- 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
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 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 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.
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) $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%
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 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 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 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 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 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 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 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 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 EX-27 2 EXHIBIT 27
9 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. 3-MOS JUN-30-1999 OCT-01-1998 DEC-31-1998 370,716 3,914,921 6,649,834 0 0 249,404 251,473 60,489,384 (280,550) 72,944,299 57,613,622 0 1,251,620 0 0 0 10,117 14,068,940 72,944,299 1,167,756 4,487 121,662 1,293,905 681,859 682,409 611,496 (550) 0 371,332 293,567 293,567 0 0 176,867 0.20 0.20 3.42 0 0 0 0 (280,000) 0 0 (280,550) (280,550) 0 0
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