UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 1997 OR [ ] 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 0-18107 MARYLAND FEDERAL BANCORP, INC. --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 52-1640579) - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3505 Hamilton Street, Hyattsville, MD. 20782 - --------------------------------------- ------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (301) 779-1200 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Number of Shares of Common Stock Outstanding as of July 9, 1997 TITLE OF CLASS NUMBER OF SHARES OUTSTANDING -------------- ---------------------------- Common Stock ($.01 3,216,913 Shares par value per share) INDEX PAGE ---- PART I--FINANCIAL INFORMATION: Item 1. Financial Statements: Consolidated Statements of Financial Condition as of May 31, 1997 and February 28, 1997 1 Consolidated Statements of Income and Retained Earnings for the three months ended May 31, 1997 and 1996 2 Consolidated Statements of Cash Flows for the three months ended May 31, 1997 and 1996 3 Notes to Consolidated Financial Statements 4-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-12 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 MARYLAND FEDERAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) MAY 31, FEBRUARY 28, 1997 1997 ----------- ------------ (IN THOUSANDS) ASSETS Cash and due from banks...................... $ 5,623 $ 2,558 Interest-bearing deposits with banks......... 17,190 8,381 Federal funds sold and securities purchased under agreements to resell................. 18,589 17,665 Securities available for sale................ 69,496 69,360 Securities held to maturity (fair value, $11,410,000 and $11,417,000, respectively). 11,450 11,448 Loans held for sale, at cost................. 5,277 2,679 Loans receivable, net........................ 1,001,889 989,273 Accrued interest receivable.................. 6,006 6,021 Federal Home Loan Bank stock, at cost........ 11,472 11,364 Foreclosed real estate, net.................. 1,716 1,299 Premises and equipment, net.................. 4,663 4,576 Other assets................................. 4,074 3,859 ---------- ---------- Total assets.......................... $1,157,445 $1,128,483 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits..................................... $807,362 $ 788,933 Advances from Federal Home Loan Bank of Atlanta................................. 228,430 226,280 Advances from borrowers for taxes and insurance.............................. 13,727 9,074 Income taxes................................. 3,406 1,898 Accrued expenses and other liabilities....... 7,514 7,037 ---------- ---------- Total liabilities..................... 1,060,439 1,033,222 ---------- ---------- STOCKHOLDERS' EQUITY Preferred stock; 10,000,000 shares authorized; none issued................................ -- -- Common stock; $.01 par value; 15,000,000 shares authorized; 4,115,443 and 4,093,576 shares issued, respectively................ 41 41 Additional paid-in capital................... 43,247 42,625 Retained earnings, substantially restricted.. 68,685 66,976 Unrealized holding gains, net................ 3,053 2,835 Treasury stock, at cost; 905,426 shares and 883,426 shares, respectively (18,020) (17,216) ---------- ---------- Total stockholders' equity................... 97,006 95,261 ---------- ---------- Total liabilities and stockholders' equity... $1,157,445 $1,128,483 ---------- ---------- ---------- ---------- See Notes to Consolidated Financial Statements. -1- MARYLAND FEDERAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (Unaudited) THREE MONTHS ENDED MAY 31, 1997 1996 ----------- ------------ (IN THOUSANDS, EXCEPT PER SHARE DATA) Interest income: Loans receivable: First mortgage loans......................... $ 16,777 $ 17,010 Consumer and other loans..................... 2,180 1,563 Securities available for sale and held to maturity................................ 1,283 1,352 Other interest-earning assets................ 634 732 ---------- ---------- Total interest income...................... 20,874 20,657 ---------- ---------- Interest expense: Deposits..................................... 9,757 9,961 Advances from Federal Home Loan Bank of Atlanta................................. 3,411 3,491 Advances from borrowers for taxes and insurance.................................. 8 9 ---------- ---------- Total interest expense..................... 13,176 13,461 ---------- ---------- Net interest income............................ 7,698 7,196 Provision for loan losses...................... 70 85 ---------- ---------- Net interest income after provision for loan losses.................................. 7,628 7,111 ---------- ---------- Noninterest income: Banking service charges and fees............. 507 367 Loan fees and service charges................ 89 76 Gain on sales of first mortgage loans........ 60 246 Other........................................ 25 47 ---------- ---------- Total noninterest income................... 681 736 ---------- ---------- Noninterest expense: Compensation and benefits.................... 2,403 2,483 Occupancy and equipment...................... 758 716 Federal deposit insurance premiums........... 129 449 Loss on foreclosed real estate, net.......... 40 5 Advertising.................................. 155 181 Other........................................ 996 937 ---------- ---------- Total noninterest expense.................. 4,481 4,771 ---------- ---------- Income before income taxes..................... 3,828 3,076 Income tax expense............................. 1,480 1,178 ---------- ---------- NET INCOME..................................... 2,348 1,898 Retained earnings, substantially restricted: Balance, beginning of period................. 66,976 67,492 Cash dividends............................... (639) (506) ---------- ---------- Balance, end of period....................... $ 68,685 $ 68,884 ---------- ---------- ---------- ---------- Primary earnings per share.................... $.72 $.56 ---------- ---------- ---------- ---------- See Notes to Consolidated Financial Statements. -2- MARYLAND FEDERAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) THREE MONTHS ENDED MAY 31, 1997 1996 ----------- ------------ (IN THOUSANDS) OPERATING ACTIVITIES: Net income...................................................... $ 2,348 $ 1,898 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization: Premises and equipment........................................ 187 213 Other......................................................... (256) (276) Loans originated for sale....................................... (12,781) (22,890) Sale of loans originated for sale............................... 10,183 34,025 Provision for losses on loans and foreclosed real estate........ 100 85 Gain on sales of foreclosed real estate......................... (20) (37) Deferred income taxes........................................... (145) (124) Tax benefits relating to stock options.......................... 96 37 Decrease (increase) in: Accrued interest receivable................................... 15 248 Other assets.................................................. (287) 508 Increase in: Current income taxes payable.................................. 1,517 1,141 Accrued expenses and other liabilities........................ 477 476 ---------- ---------- Net cash provided by operatingactivities................... 1,434 15,304 ---------- ---------- INVESTING ACTIVITIES: Loans originated................................................ (36,016) (32,657) Principal collected on loans.................................... 23,006 33,081 Purchases of securities: Available for sale............................................ (3,018) (2,051) Held to maturity.............................................. -- (7,879) Principal collected on mortgage-backed and related securities... 3,247 3,256 Proceeds from maturities of securities: Held to maturity.............................................. -- 1,000 Net increase in federal funds sold and securities purchased under agreements to resell............... (924) (3,251) Decrease (increase) in Federal Home Loan Bank stock............. (108) 625 Proceeds from sales of foreclosed real estate................... 212 376 Purchases of premises and equipment............................. (274) (81) ---------- ---------- Net cash used in investing activities...................... (13,875) (7,581) ---------- ---------- FINANCING ACTIVITIES: Net increase (decrease) in deposits............................. 18,429 (7,403) Proceeds from Federal Home Loan Bank advances................... 19,600 13,000 Principal payments on Federal Home Loan Bank advances........... (17,450) (26,500) Net increase in advances from borrowers for taxes and insurance. 4,653 4,454 Proceeds from issuance of stock under stock plans............... 526 210 Purchase of treasury stock...................................... (804) -- Cash dividends paid............................................. (639) (504) ---------- ---------- Net cash provided by (used in) financing activities........ 24,315 (16,743) ---------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.................. 11,874 (9,020) CASH AND CASH EQUIVALENTS: Beginning of period............................................. 10,939 22,905 ---------- ---------- End of period................................................... $22,813 $13,885 ---------- ---------- ---------- ---------- See Notes to Consolidated Financial Statements. -3- MARYLAND FEDERAL BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION: In the opinion of the management of Maryland Federal Bancorp, Inc. (the "Company"), the accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's financial condition as of May 31, 1997, and the results of its operations for the three months ended May 31, 1997 and 1996, and cash flows for the three months ended May 31, 1997 and 1996. These financial statements should be read in conjunction with the consolidated financial statements and notes included in Maryland Federal Bancorp, Inc. and Subsidiary's annual report for the fiscal year ended February 28, 1997. The results of operations for the period ended May 31, 1997 are not necessarily indicative of the operating results which may be achieved for the full fiscal year. NOTE 2 - EARNINGS PER SHARE: Primary earnings per share for the three months ended May 31, 1997 and 1996 are computed based on the weighted-average number of shares actually outstanding, as adjusted for applicable stock dividends, plus the shares that would be outstanding assuming exercise of dilutive stock options, all of which are considered to be common stock equivalents. The number of shares that would be issued from the exercise of stock options has been reduced by the number of shares that could have been purchased from the proceeds at the average market price of the Company's stock during the period. The number of shares used in the computations of primary earnings per share was 3,283,453 and 3,399,492 for the three months ended May 31, 1997 and 1996, respectively. The Company has not separately reported fully diluted earnings per share since the amounts are not materially different from primary earnings per share. NOTE 3 - COMMON STOCK ISSUED: During the three months ended May 31, 1997, 1,395, 2,998, 9,712, 7,500 and 262 shares were issued at $21.07, $22.86, $23.92, $25.13 and $30.48 per share ($29,393, $68,534, $232,311, $188,475 and $7,986), respectively, as a result of stock options being exercised. During the three months ended May 31, 1996, 2,580, 7,700 and 83 shares were issued at $14.43, $22.125 and $24.00 per share ($37,229, $170,363 and $1,992), respectively, as a result of stock options being exercised. -4- NOTE 4 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: THREE MONTHS ENDED MAY 31, -------------------------- 1997 1996 ---------- ---------- Cash paid for: Interest...................... $12,840 $13,184 Income taxes.................. 16 111 NOTE 5 - RECLASSIFICATIONS: Certain amounts for the three months ended May 31, 1996 have been reclassified for comparative purposes. -5- ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Maryland Federal Bancorp, Inc. (the "Company") is the unitary savings and loan holding company of Maryland Federal Savings and Loan Association (the "Association") and its subsidiary. The Company and the Association are sometimes collectively referred to as "Maryland Federal." The Company currently owns 100% of the issued and outstanding common stock of the Association, which is the principal asset of the Company. The Company does not presently own or operate any subsidiaries other than the Association and its subsidiary. Maryland Federal's earnings are primarily dependent upon its net interest income, which is determined by the Association's interest rate spread (i.e., the difference between the yields earned on its interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of its interest-earning assets and interest-bearing liabilities. The Association's net income is also affected by the level of its noninterest income, provision for estimated losses on loans and noninterest expense. Deposit flows and the cost of funds are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by consumer demand, the interest rate environment, and the availability of funds. FINANCIAL CONDITION ASSETS. Total assets as of May 31, 1997 increased $29.0 million or 2.6% to $1.16 billion as compared to February 28, 1997. This increase was primarily due to increases of $15.2 million or 1.5% in loans receivable, net (including loans held for sale), $8.8 million or 105.1% in interest-bearing deposits with banks, $3.1 million or 119.8% in cash and due from banks, and $924,000 or 5.2% in Federal funds sold and securities purchased under agreements to resell. The increases in cash and due from banks and interest-bearing deposits with banks were due to management's decision to keep short-term liquidity in the form of such assets. LIABILITIES. Total liabilities as of May 31, 1997 increased $27.2 million or 2.6% to $1.06 billion as compared to February 28, 1997. This increase was primarily due to an $18.4 million or 2.3% increase in deposits, a $2.2 million or 1.0% increase in advances from the Federal Home Loan Bank of Atlanta ("FHLB"), a $4.7 million or 51.3% increase in advances from borrowers for taxes and insurance, and a $1.5 million or 79.5% increase in income taxes. The increases in deposits and advances from the FHLB were necessitated by the continued demand for new mortgage loans and home equity lines of credit. The increase in advances from borrowers for taxes and insurance was the -6- result of the increase in the loan portfolio and the accumulation of such funds for the payment of taxes and insurance applicable to mortgage loans to be paid during the third quarter of fiscal 1998. Stockholders' Equity. Stockholders' equity increased $1.7 million or 1.8% to $97.0 million at May 31, 1997, versus $95.3 million at February 28, 1997. During the three months ended May 31, 1997, such increase primarily reflects net income of $2.3 million, a $622,000 increase related to the issuance of shares under stock plans during the period, and a $218,000 increase recorded to recognize the net change in unrealized holding gains, net, which were offset by dividends to shareholders of $639,000 and the repurchase of 22,000 shares of the Company's common stock at a cost of $804,000. RESULTS OF OPERATIONS Maryland Federal reported net income of $2.3 million and $1.9 million during the three months ended May 31, 1997 and 1996, respectively. Net income increased by $450,000 or 23.7% during the three months ended May 31, 1997, as compared to the same period in 1996. The increase in net income was the result of a $502,000 increase in net interest income, a $290,000 decrease in noninterest expense, and a $15,000 decrease in provision for loan losses, which more than offset a decrease of $55,000 in noninterest income, and a $302,000 increase in income tax expense, during the three months ended May 31, 1997, as compared to the same period in 1996. NET INTEREST INCOME Net interest income increased by $502,000 or 7.0% for the three months ended May 31, 1997, as compared to the same period in 1996. The increase for the three months ended May 31, 1997 was primarily the result of a 22 basis point net increase in the yield earned on interest-earning assets over the rate paid on interest-bearing liabilities ("interest rate spread"), which more than offset a decrease of $4.2 million or 4.1% in the average balance of interest-earning assets over interest-bearing liabilities, as compared to same period in 1996. INTEREST INCOME LOANS RECEIVABLE. During the three months ended May 31, 1997, interest earned on loans receivable increased by $384,000 or 2.1%, as compared to the same period in 1996. This increase was primarily the result of a $14.3 million or 1.4% increase in the average balance of loans receivable coupled with a 5 basis point increase in the average yield earned thereon to 7.54%. The increase in the average balance of loans receivable reflects the high demand in loan originations for first mortgage loans and consumer and other loans. Mortgage-backed and related securities. Interest earned on mortgage-backed and related securities increased by $3,000 or 0.3% -7- during the three months ended May 31, 1997, as compared to the same period in 1996. The increase during the three months ended May 31, 1997 was primarily due to a two basis point increase in the average yield earned on mortgage-backed and related securities to 6.80%, which more than offset a $44,000 or 0.07% decrease in the average balance of such assets, as compared to the same period in 1996. Investment securities and other interest-earning assets. Interest earned on investment securities and other interest-earning assets decreased by $170,000 or 17.2% during the three months ended May 31, 1997, as compared to the same period in 1996. This decrease was primarily the result of a $15.3 million or 21.7% decrease in the average balance of investment securities and other interest-earning assets, which more than offset a 31 basis point increase in the average yield earned on such assets during the three months ended May 31, 1997, as compared to the same period in 1996. INTEREST EXPENSE DEPOSITS. Interest expense on deposits during the three months ended May 31, 1997, decreased by $204,000 or 2.0%, as compared to the same period in the prior fiscal year. This decrease was primarily attributable to a 17 basis point decrease in the average rate paid on deposits, which more than offset an $11.4 million or 1.5% increase in the average balance of such deposits, during the three months ended May 31, 1997 as compared to the same period in 1996. The increase in the average balance of deposits during the three months ended May 31, 1997, as compared to the same period in 1996, was due primarily to the competitive interest rates offered on deposits by the Association. BORROWED FUNDS. Interest expense on borrowed funds (including advances from borrowers for taxes and insurance) decreased by $81,000 or 2.3% during the three months ended May 31, 1997, as compared to the same period in 1996. This decrease was primarily due to a decrease of $8.3 million or 3.5% in the average balance of such funds, which more than offset a 7 basis point increase in the average rate paid on such funds during the three months ended May 31, 1997, as compared to the same period in 1996. PROVISION FOR LOAN LOSSES Loan review procedures are utilized by the Association in order to ensure that potential problem loans are identified early, thereby lessening any potentially negative impact such problem loans may have on the Association's earnings. Maryland Federal's provision for loan losses totaled $70,000 and $85,000 during the three months ended May 31, 1997 and 1996, respectively. The allowance for loan losses is maintained at a level believed adequate by management to absorb losses in the loan portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of the loan portfolio, past loan loss experience, -8- current economic conditions, volume, growth and composition of the loan portfolio, and other relevant factors. The allowance is increased by provisions for loan losses which are charged against income. While management uses the best information available to make such determinations, no assurance can be given as to whether future adjustments may be necessary. As of May 31, 1997, non-performing loans (loans ninety days or more delinquent but still accruing interest, and non-accrual loans) totaled $3.7 million ($3,694,000 of which consist of first mortgage loans, with the remaining $40,000 consisting of consumer and other loans) and represented 0.37% of total loans receivable. At February 28, 1997, non-performing loans totaled $4.6 million ($4,595,000 of which consist of first mortgage loans, with the remaining $35,000 consisting of consumer and other loans) and represented 0.47% of total loans receivable. As of May 31, 1997, the allowance for loan losses amounted to $4.7 million and represented 124.6% of non-performing loans. At February 28, 1997, the allowance for loan losses amounted to $4.6 million and represented 99.3% of non-performing loans. NONINTEREST INCOME Total noninterest income decreased $55,000 or 7.5% during the three months ended May 31, 1997, as compared to the same period in 1996. This decrease was the result of decreases of $186,000 or 75.6% in gain on sales of first mortgage loans and $22,000 or 46.8% in other noninterest income, which more than offset increases of $140,000 or 38.1% in banking service charges and fees and $13,000 or 17.1% in loan fees and service charges, during the three months ended May 31, 1997, as compared to the same period in 1996. NONINTEREST EXPENSE Total noninterest expense decreased by $290,000 or 6.1% for the three months ended May 31, 1997, as compared to the same period in 1996. The components of noninterest expense are discussed below. Compensation and benefits. During the three months ended May 31, 1997, compensation and benefits decreased by $80,000 or 3.2%, as compared to the same period in 1996, due primarily to a decrease in retirement benefit expense. Occupancy and equipment. Occupancy and equipment expense increased $42,000 or 5.9% during the three months ended May 31, 1997, as compared to the same period in 1996. The Association relocated two branch offices and opened one new branch office during the three months ended May 31, 1997. No such offices were relocated or opened during the same period in 1996. Federal deposit insurance premiums. During the three months ended May 31, 1997, federal deposit insurance premiums paid to the FDIC decreased $320,000 or 71.3%, as compared to the same period in -9- 1996. This decrease was due primarily to legislation enacted to recapitalize the Savings Association Insurance Fund during calendar year 1996, which also reduced the insurance premium rates from 23 to 6.4 basis points on every $100 of assessable deposits effective January 1, 1997. Federal deposit insurance premiums are a function of the size of the Association's deposit base. Loss on foreclosed real estate, net. During the three months ended May 31, 1997, loss on foreclosed real estate, net, increased by $35,000 as compared to the same period in 1996. This increase was primarily the result of a $30,000 provision made for possible losses on foreclosed real estate during the three months ended May 31, 1997. There was no such provision made during the same period in 1996. ADVERTISING. During the three months ended May 31, 1997, advertising expense decreased by $26,000 or 14.4%, as compared to the same period in 1996. OTHER. During the three months ended May 31, 1997, other noninterest expense increased by $59,000 or 6.3%, as compared to the same period in 1996. This increase was primarily due to increases in legal fees, special services and courier expense, and expenses such as telephone and postage. INCOME TAXES The Company made provisions for income taxes of $1.5 million and $1.2 million during the three months ended May 31, 1997 and 1996, respectively. The $302,000 or 25.6% increase was due primarily to the increased profitability of the Company. CAPITAL ADEQUACY The Association is required under certain federal regulations to maintain minimum tangible capital equal to 1.5% of its adjusted total assets, minimum core capital equal to 3.0% of its adjusted total assets and minimum total capital (a combination of core and supplementary capital) equal to 8.0% of its risk-weighted assets. At May 31, 1997, the Association had tangible capital equal to 7.75% of adjusted total assets, core capital equal to 7.75% of adjusted total assets and total capital equal to 15.28% of risk-weighted assets. In August 1993, the OTS issued a final rule which adds an interest rate risk component to the existing 8% risk-based capital requirement. Under the rule, a savings institution would be required to hold capital as a safeguard against interest rate exposure in an amount equal to 50% of the decline in the market value of the institution's portfolio equity (i.e., the net present value of the institution's assets, liabilities and certain off-balance-sheet items) that would result from a 200 basis point change in market interest rates. The requirement would apply to those institutions considered to be carrying "above normal" risk. "Above normal" risk is defined as -10- occurring when the decline in the market value of the portfolio equity, under a 200 basis point rate change, exceeds 2% of the market value of the institution's assets. However, in October 1994, the Director of the OTS indicated that it would waive the capital deductions for institutions with a greater than "normal" risk until the OTS publishes an appeals process. In August 1995, the OTS issued Thrift Bulletin No. 67 which allows eligible institutions to request an adjustment to their interest rate risk component as calculated by the OTS or to request use of their own models to calculate their interest rate component. The OTS also indicated that it will delay invoking its interest rate risk rule requiring institutions with "above normal" interest rate risk exposure to adjust their regulatory capital requirement until new procedures are implemented and evaluated. The OTS has not yet established an effective date for the capital deduction. Because of the Association's strong capitalization, management does not believe that compliance with the new rule would adversely affect its operations. Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, each federal banking agency is also required to establish capital levels for insured depository institutions including "well capitalized", "adequately capitalized", "undercapitalized" and "critically undercapitalized". A depository institution's capital adequacy will be measured on the basis of its total risk-based capital ratio, Tier 1 risk-based capital ratio and leverage ratio. The degree of regulatory intervention is tied to the institution's capital category, with increasing scrutiny and more stringent restrictions being imposed as the institution's capital declines. To be considered "well capitalized," an institution must generally have a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 6% and a leverage capital ratio of at least 5%. At May 31, 1997, the Association was considered to be "well capitalized." LIQUIDITY AND CAPITAL RESOURCES The Association is required under certain federal regulations to maintain specified levels of "liquid" investments including United States Government and federal agency securities and other investments. Regulations currently in effect require the Association to maintain liquid assets of not less than 5% of its net withdrawable accounts plus short-term borrowings, of which short-term liquid assets must consist of not less than 1%. The Association has consistently maintained liquidity at or above the levels required by the regulations. The Association's principal sources of funds are deposits, amortization and prepayment of outstanding loans, borrowed funds and proceeds from the sale of loans. During the past several years, the Association has used such funds primarily to maintain its required -11- liquidity levels, meet its ongoing commitments to fund maturing savings certificates and savings withdrawals, and fund existing and continuing loan commitments. At May 31, 1997, the Association had $4.6 million of undisbursed loan funds and $53.7 million in approved loan commitments. These commitments were partially offset by $12.1 million in forward commitments to sell. In addition, as of May 31, 1997, the Association had $120.1 million of approved home equity lines of credit, of which $60.8 million had been drawn by borrowers. The Association anticipates that it will have the funds necessary to meet these obligations through the sources of funds mentioned above. The amount of certificate accounts which are scheduled to mature by May 31, 1998 is $442.7 million. Management believes that, by evaluating competitive instruments and pricing in its market area, it can, in most circumstances, manage and control maturing deposits so that a substantial amount of such deposits are redeposited in the Association. IMPACT OF INFLATION AND CHANGING PRICES The consolidated financial statements and related data presented in this report have been prepared in accordance with generally accepted accounting principles, which typically require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Virtually all of the assets and liabilities of Maryland Federal are monetary in nature. As a result, interest rates have a more significant impact on Maryland Federal's performance than the general level of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. -12- PART II - OTHER INFORMATION: ITEM 1 - LEGAL PROCEEDINGS The Company is not involved in any pending legal proceedings other than routine, nonmaterial legal proceedings occurring in the ordinary course of business. ITEM 2 - CHANGES IN SECURITIES Not Applicable ITEM 3 - DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable ITEM 5 - OTHER INFORMATION Not Applicable ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K Not Applicable -13- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MARYLAND FEDERAL BANCORP, INC. Date: July 15, 1997 By: /s/ Robert H. Halleck ------------- --------------------------- Robert H. Halleck, President and Chief Executive Officer Date: July 15, 1997 By: /s/ Lynn B. Hounslow ------------- --------------------------- Lynn B. Hounslow, Senior Vice President, Treasurer, Chief Financial Officer and Principal Accounting Officer -14-