U.S. Securities and Exchange Commission Washington D.C. 20549 Form 10-QSB X QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997. Commission file number: 0-23790 ------- MetroBanCorp - ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Indiana - ---------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 35-1712167 - ---------------------------------------------------------------- (I.R.S. employer identification no.) 10333 N. Meridian Street, Suite 111, Indianapolis, Indiana - ---------------------------------------------------------------- (Address of principal executive offices) 46290 (317) 573-2400 - ---------------------------- --------------------------- (Zip code) (Issuer's telephone number) http://www.metb.com - ---------------------------------------------------------------- (Issuer's internet website address) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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___ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,681,291 --------- Transitional Small Business Disclosure Format: Yes__ No X PAGE MetroBanCorp FORM 10-QSB Index PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statement of Condition June 30, 1997 and December 31, 1996 3 Consolidated Statement of Operations Three Months Ended June 30, 1997 and 1996 4 Consolidated Statement of Operations Six Months Ended June 30, 1997 and 1996 5 Consolidated Statement of Cash Flows Six Months Ended June 30, 1997 and 1996 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Finacial Condition and Results of Operations 8 PART II. OTHER INFORMATION 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 EXHIBITS 16 page 2 MetroBanCorp Part I - Finanical Information Item 1. Financial Statements Consolidated Statement of Condition (unaudited) (dollars in thousands) 06/30/97 12/31/96 ---------- ---------- Assets Cash and Due from Banks $ 6,257 $ 7,475 Federal Funds Sold - 6,300 ---------- ---------- Total Cash and Cash Equivalents 6,257 13,775 Investment Securities HTM - at Cost 10,015 10,056 Investment Securities AFS - at Market 19,478 21,160 ---------- ---------- Total Investment Securites 29,493 31,216 Loans Gross Loans 74,049 65,385 Less: Allowance for Loan Losses (890) (866) ---------- ---------- Loans, Net 73,159 64,519 Premises and Equipment, Net 1,612 1,821 Accrued Interest Receivable 893 871 Core Deposit Intangible, Net 252 322 Deferred Tax Asset 325 360 Other Assets 395 499 ---------- ---------- Total Assets $ 112,386 $ 113,383 ========== ========== Liabilities Deposits: Non-Interest Bearing Demand $ 20,854 $ 23,141 Interest Bearing: Savings and Now Accounts 34,894 35,507 Time Deposits of $100,000 and Over 12,673 10,800 Other Time Deposits 29,903 29,836 ---------- ---------- Total Deposits 98,324 99,284 Federal Funds Purchased 1,100 - Securities Sold Under Agreements to Repurchase - 1,500 Accrued Interest Payable 501 419 Other Liabilities 791 679 ---------- ---------- Total Liabilities 100,716 101,882 ---------- ---------- Commitments and Contingencies - - Shareholders' Equity Preferred Stock: 1,000,000 Shares Authorized; None Outstanding - - Common Stock: 3,000,000 Shares Authorized; 1,681,291 Issued & Outstanding Shares 11,210 11,210 Accumulated Earnings 556 407 Net Unrealized Loss on Investment Securities AFS (96) (116) ---------- ---------- Total Shareholders' Equity 11,670 11,501 ---------- ---------- Total Liabilities and Shareholders' Equity $ 112,386 $ 113,383 ========== ========== See "Notes to Consolidated Financial Statements" Page 3 MetroBanCorp Part I - Financial Information Item 1. Financial Statements Consolidated Statement of Operations (unaudited) (dollars in thousands, except share data) Three Months Ended ------------------------- 06/30/97 06/30/96 ---------- ---------- Interest Income Interest and Fees on Loans $ 1,789 $ 1,509 Interest on Investment Securities 406 407 Interest on Federal Funds Sold 6 30 ---------- ---------- Total Interest Income 2,201 1,946 Interest Expense Interest on Deposits 914 860 Other Interest Expense 19 5 ---------- ---------- Total Interest Expense 933 865 ---------- ---------- Net Interest Income 1,268 1,081 ---------- ---------- Provision for Loan Loss 38 17 ---------- ---------- Net Interest Income after Provision for Loan Loss 1,230 1,064 ---------- ---------- Non-Interest Income Service Charges on Deposit Accounts 79 76 Loss on Sale of Investment Securities (16) - Other Service Charges, Commissions and Fees 127 118 ---------- ---------- Total Non-Interest Income 190 194 Non-Interest Expense Salaries and Employee Benefits 463 413 Occupancy Expense 86 55 Equipment Expense 99 87 Advertising and Public Relations 66 40 Legal, Professional and Audit Services 53 26 Data Processing 74 60 Student Loan Servicing Fees 21 28 FDIC Insurance Assessment 20 45 Amortization of Core Deposit Intangible 35 35 Other 229 207 ---------- ---------- Total Non-Interest Expense 1,146 996 Income Before Income Taxes 274 262 Applicable Income Taxes 112 118 ---------- ---------- Net Income $ 162 $ 144 ========== ========== Net Income per Weighted Average Share $ 0.10 $ 0.09 Weighted Average Shares Outstanding 1,681,291 1,681,291 See "Notes to Consolidated Financial Statements" page 4 MetroBanCorp Part I - Financial Information Item 1. Financial Statements Consolidated Statement of Operations (unaudited) (dollars in thousands, except share data) Six Months Ended ------------------------- 06/30/97 06/30/96 ---------- ---------- Interest Income Interest and Fees on Loans $ 3,469 $ 2,952 Interest on Investment Securities 734 781 Interest on Federal Funds Sold 10 98 ---------- ---------- Total Interest Income 4,213 3,831 Interest Expense Interest on Deposits 1,784 1,720 Other Interest Expense 28 9 ---------- ---------- Total Interest Expense 1,812 1,729 ---------- ---------- Net Interest Income 2,401 2,102 ---------- ---------- Provision for Loan Loss 67 33 ---------- ---------- Net Interest Income after Provision for Loan Loss 2,334 2,069 ---------- ---------- Non-Interest Income Service Charges on Deposit Accounts 154 149 Loss on Sale of Investment Securities (16) (12) Other Service Charges, Commisions and Fees 297 205 ---------- ---------- 435 342 Non-Interest Expense Salaries and Employee Benefits 921 815 Occupancy Expense 159 109 Equipment Expense 181 160 Advertising and Public Relations 118 81 Legal, Professional and Audit Services 94 45 Data Processing 144 120 Student Loan Servicing Fees 43 58 FDIC Insurance Assessment 40 82 Amortization of Core Deposit Intangible 70 70 Other 466 378 ---------- ---------- Total Non-Interest Expense 2,236 1,918 Income before Income Taxes 533 493 Applicable Income Taxes 216 220 ---------- ---------- Net Income $ 317 $ 273 ========== ========== Net Income per Weighted Average Share $ 0.19 $ 0.16 Weighted Average Shares Outstanding 1,681,291 1,681,291 See "Notes to Consolidated Financial Statements" page 5 MetroBanCorp Part I - Financial Information Item 1. Financial Statements Consolidated Statement of Cash Flows (unaudited) (dollars in thousands) Six Months Ended -------------------- 06/30/97 06/30/96 -------- -------- Cash Flows from Operating Activities: Net Income $ 317 $ 273 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Provision for Loan Loss 67 33 Deferred Income Tax Provision - 17 Depreciation and Amortization 219 194 Gain on Sale of Real Estate (56) (35) Net Loss on Sale of Securities 16 12 (Increase)/Decrease in Accrued Interest Receivable (22) 35 Decrease in Other Assets 104 123 Increase/(Decrease) in Accrued Interest Payable 82 (26) Increase in Other Liabilities 112 20 -------- -------- Total Adjustments 522 373 -------- -------- Net Cash Flows Provided by Operating Activities 839 646 -------- -------- Cash Flows from Investing Activities: Proceeds from Maturities of Investment Securities HTM 54 1,184 Proceeds from Sales of Investment Securities AFS 4,193 2,365 Purchases of Investment Securities AFS (2,496) (5,123) Proceeds from the Repayment of Student Loans 975 1,280 Proceeds from the Sale of Student Loans 3,085 - Net Loans made to Customers (12,767) (6,860) Purchases of Premises and Equipment (334) (494) Proceeds from the Sale of Real Estate 461 409 -------- -------- Net Cash Flows Used in Investing Activities (6,829) (7,239) -------- -------- Cash Flows from Financing Activities: Net Decrease in DDA, NOW and Savings Accounts (2,900) (6,230) Net Increase in Time Deposits 1,940 3,009 Net Increase in Federal Funds Purchased 1,100 - Net Securities Sold Under an Agreement to Repurchase (1,500) (2,600) Payment of Dividends (168) (168) -------- -------- Net Cash Flows Used in Financing Activities (1,528) (5,989) -------- -------- Net Decrease in Cash and Cash Equivalents (7,518) (12,582) Cash and Cash Equivalents at Beginning of Period 13,775 18,082 -------- -------- Cash and Cash Equivalents at End of Period $ 6,257 $ 5,500 ======== ======== See "Notes to Consolidated Financial Statements" page 6 MetroBanCorp Notes to Consolidated Financial Statements 1. Basis of Presentation --------------------- The consolidated financial statements include the accounts of MetroBanCorp and its wholly-owned affiliate, MetroBank (together, "Metro"). All significant intercompany transactions and balances have been eliminated. In the opinion of management of Metro, the consolidated financial statements contain all the normal and recurring adjustments necessary to present fairly the consolidated financial condition of Metro as of June 30, 1997 and December 31, 1996, and the results of its operations for the three and six month periods ended June 30, 1997 and 1996 and its statement of cash flows for the six month periods ended June 30, 1997 and 1996. These financial statements should be read in conjunction with Metro's latest Annual Report on Form 10-KSB for the year ending December 31, 1996. 2. Investments ----------- The market value and amortized cost of investment securities of Metro as of June 30, 1997 are set forth below: Market Value Amortized Cost ------------- -------------- Held to Maturity $ 9,101,000 $10,015,000 Available for Sale 19,478,000 19,589,000 ------------- -------------- Total Investments $28,579,000 $29,604,000 ============= ============== 3. Allowance for Loan and Lease Losses ----------------------------------- Metro adopted the provisions of Statement of Financial Accounting Standard No. 114, "Accounting by Creditors for Impairment of a Loan", as amended by Statement of Financial Accounting Standard No. 118, on January 1, 1995. As of June 30, 1997, Metro had investments in loans which are impaired in accordance with SFAS Nos. 114 and 118 of $87,018. Of this amount, $75,839 had no related specific allowance. The remaining impaired loans had a specific allowance of $11,179. Metro's policy for recognizing income on impaired loans is to accrue earnings until a loan is classified as non-accrual. For loans which receive the classification of non-accrual during the current period, interest accrued to date is charged against current earnings. All payments received on a loan which is classified as non-accrual are utilized to reduce the principal outstanding. page 7 For the six months ended June 30, 1997, the average balance of impaired loans was $40,928. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management discussion is presented to provide information concerning the consolidated financial condition of Metro as of June 30, 1997 as compared to December 31, 1996, and the results of operations for the three and six month periods ending June 30, 1997 and 1996. FINANCIAL CONDITION - ------------------- At June 30, 1997, Metro had total assets of $112.4 million, a decrease of $1.0 million or 0.88 percent from December 31, 1996. Consolidated earning assets totaled to $103.5 million or 92.1 percent of total assets at June 30, 1997. The principal components of earning assets were gross loans of $74.0 million, constituting 71.5 percent of total earning assets, and investment securities of $29.5 million, constituting 28.5 percent of total earning assets. Earning assets at December 31, 1996 were $102.9 million and, as a percentage of total assets, amounted to 90.7 percent. LOANS - ----- Total gross loans outstanding advanced by $8.7 million or 13.3 percent from December 31, 1996 to June 30, 1997, due to an increase in short- term and intermediate-term commercial and installment loans. The demand for credit financing has been relatively strong throughout the first two quarters of 1997. Metro's loan growth is also attributable to the continued business development efforts of Metro's lending staff, the addition of one lender and the expanded indirect lending relationships with local home improvement and automobile sales companies. The recent growth in the loan portfolio is diversified among several industry classifications. The following table summarizes the change in Metro's loan portfolio for the first six months of 1997: page 8 Loan Portfolio at Period End (dollars in thousands) Dollar Percent 06/30/97 12/31/96 Change Change -------- -------- ------ ------ Commercial $44,666 $35,064 $9,602 27.4% Real Estate - Construction 4,022 3,970 52 1.3% Mortgage 1,074 787 287 36.5% Installment 18,716 15,933 2,783 17.5% Student Loans 5,571 9,631 (4,060) (42.2%) -------- -------- ------ ------ Total Loans $74,049 $65,385 8,664 13.3% Less: Allowance for Loan Losses (890) (866) (24) 2.8% -------- -------- ------ ------ Net Loans $73,159 $64,519 $8,640 13.4% ======== ======== ====== ====== During the second quarter of 1997, Metro sold $3.1 million or 32 percent of its current guaranteed student loan portfolio for two reasons: funding higher yielding commercial and installment loans and meeting the liquidity needs of Metro. During the first six months of 1997, Metro's mortgage loan portfolio increased $287,000 or 36.5 percent from year end 1996. This is principally due to an increase of mortgage loans held for sale at the end of the second quarter. At June 30, 1997, the mortgage loan portfolio included approximately $363,000, or 34 percent of the total mortgage loan portfolio, were mortgage loans held for sale. These loans will be sold in the secondary market early in the third quarter 1997. At June 30, 1997, net loans totaled to 65.1 percent of total assets as compared to 56.9 percent at year end 1996. Metro's loan to deposit ratio, which is one measure of liquidity, was 74.4 percent at June 30, 1997, as compared to 65.0 percent at year end 1996. Delinquent loans at June 30, 1997 were $1.2 million, representing 1.7 percent of total loans. At December 31, 1996, delinquent loans amounted to $1.3 million or 2.0 percent of total loans outstanding. Delinquent loans in both periods consisted primarily of student loans guaranteed by USA Funds, Inc., a subsidiary of USA Group, Inc. Non- accruing loans at June 30, 1997 amounted to $87,018 as compared to $157,443 at December 31, 1996. Net charged-off loans amounted to $43,332 for the six months ending June 30, 1997. page 9 At June 30, 1997 and December 31, 1996, Metro had an allowance for loan losses of $890,000 and $866,000, respectively. The percentage of allowance for loan losses to total loans amounted to 1.20 percent and 1.32 percent at June 30, 1997 and December 31, 1996, respectively. Metro provides for possible loan losses through regular provisions to the allowance for loan losses. The provisions are made at a level which is considered necessary by management to absorb estimated losses in the loan portfolio and is based upon an assessment of the adequacy of Metro's loan loss reserve account. Allowance for Loan Losses Six Months ended June 30, 1997 and 1996 (dollars in thousands) 1997 1996 ------ ------ Allowance for Loan Losses, January 1 $866 $910 Loans Charged-Off: Commercial - (46) Real Estate - - Mortgage - - Installment (50) (8) Student Loans - - ------ ------ Total Charged-Off Loans (50) (54) ------ ------ Recoveries on Charged-Off Loans: Commercial 5 1 Real Estate - - Mortgage - - Installment 2 2 Student Loans - - ------ ------ Total Recoveries 7 3 ------ ------ Net Charged-Off Loans (43) (51) ------ ------ Provision for Loan Loss 67 33 ------ ------ Allowance for Loan Losses, June 30 $890 $892 ====== ====== Average Loans Outstanding $70,159 $62,275 ====== ====== Net Charged-Off Loans to Average Loans .06% .08% ====== ====== page 10 INVESTMENT SECURITIES - --------------------- Total investments at June 30, 1997 were $29.5 million, decreasing by $1.7 million or 5.5 percent from the total at December 31, 1996. This decrease is primarily due to principal payments received on mortgage- backed securities. DEPOSITS - -------- Total deposits at June 30, 1997 amounted to $98.3 million, in comparison to $99.3 million at December 31, 1996, representing a decrease of $1.0 million or 1.0 percent. Since December 31, 1996, non- interest bearing demand deposits decreased by $2.3 million or 10.0 percent. This decrease in demand deposits relates to timing differences between deposits and withdrawals. The Metro historically experiences a build up of deposits during the fourth quarter, followed by a decline during the following three quarters. In the first six months of 1997, interest bearing deposits increased by $1.3 million or 1.7 percent. OTHER LIABILITIES - ----------------- Short-term borrowings, which include federal funds purchased and securities sold under an agreement to repurchase, decreased a net of $400,000 at December 31, 1996 to June 30, 1997. Other liabilities increased to $791,000 from $679,000 at December 31, 1996. Total liabilities decreased by $1.2 million or 1.1 percent to $100.7 million since December 31, 1996. CAPITAL - ------- Metro's total capital increased by a net amount of $169,000 or 1.5 percent during the first six months of 1997. Metro's earnings in the first six months of 1997 totaled $317,000. The net unrealized loss on investment securities available for sale amounted to $96,000 at June 30, 1997, decreasing by $20,000 or 17.2 percent since December 31, 1996. In 1997, Metro's Board of Directors declared two quarterly cash dividends of $.05 per common share each. Metro's cash dividend payout amounted to $168,130 and disbursements were made in March and June of 1997. Metro is subject to various capital requirements imposed by the federal banking agencies. Quantitative measures established by regulation to ensure capital adequacy require Metro to maintain minimum amounts and ratios of total Tier 1 capital (as defined in the regulations) to risk-weighted assets, and Tier 1 capital to average assets. Management believes that as of June 30, 1997, Metro meets all capital adequacy requirements to which it is subject. The following table sets forth the actual and minimum capital amount and ratios of Metro and MetroBank as of June 30, 1997 (dollars in thousands): page 11 To Be Well Capitalized Under Prompt Corrective Actual Action Provisions ------------------- ----------------------- Amount Ratio Amount Ratio -------- -------- -------- -------- Total Capital (to Risk Weighted Assets) Consolidated $12,467 16.18% > $7,696 > 10.00% MetroBank $ 9,017 11.81% > $7,628 > 10.00% Tier 1 Capital (to Risk Weighted Assets) Consolidated $11,505 14.95% > $4,618 > 6.00% MetroBank $ 8,064 10.57% > $4,577 > 6.00% Tier 1 Capital (to Average Assets) Consolidated $11,505 10.57% > $5,441 > 5.00% MetroBank $ 8,064 7.64% > $5,279 > 5.00% As of December 31, 1996, the most recent notification from the FDIC categorized Metro as "well capitalized" under its regulatory framework for prompt corrective action. To be categorized as "well capitalized", Metro must maintain minimum total risk-weighted capital, Tier 1 capital and leverage ratios as set forth in the table. There are no conditions or events since this most recent notification that management believes have changed Metro's or MetroBank's capital category. RESULTS OF OPERATIONS - --------------------- NET INTEREST INCOME - ------------------- Net interest income after provision for loan losses was $2.3 million for the six months ending June 30, 1997, compared to $2.1 million for the comparable period of 1996, an increase of 12.8 percent. Net interest income increased principally due to growth in the loan portfolio for the first six months of 1997. Metro's provision for loan loss expense was $67,000 for the six month period ending June 30, 1997, compared to $33,000 for the same period in 1996. The increase in the provision for loan loss is a result of the increased growth in the installment and commercial loan categories. The provisions are made at levels considered necessary by management to absorb estimated losses in the loan portfolio and is based upon an assessment of the adequacy of Metro's loan loss reserve account. page 12 NON-INTEREST EXPENSE - -------------------- Non-interest expense amounted to $2.2 million for six months ending June 30, 1997, compared to $1.9 million for the same period in 1996, an increase of $318,000 or 16.6 percent. This increase is due principally to the recognition of increased overhead expense incurred with the opening of MetroBank's fifth branch banking facility and the deployment of four off-site automated teller machines during the first quarter of 1997. NET INCOME - ---------- Metro recognized net income of $317,000 for the six month period ending June 30, 1997, compared to $273,000 for the same period one year earlier, an increase of $44,000 or 16.1 percent. PART II-OTHER INFORMATION - ------------------------- Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ (a) Metro held its annual meeting of shareholders on April 24, 1997. (c)(i) At the annual meeting, Metro's shareholders elected ten directors to serve until the next annual meeting of the shareholders and until their successors are duly elected, qualified and serving. The votes cast for the directors at the annual meeting were as follows: Number of Votes -------------------------------- Director's Name For Withheld Abstained ------------------------- --------- -------- --------- Chris G. Batalis 1,561,190 113,251 6,850 Ike G. Batalis 1,561,690 112,751 6,850 Terry L. Eaton 1,561,490 112,951 6,850 Evans M. Harrell 1,562,090 112,351 6,850 Robert L. Lauth, Jr. 1,561,590 112,851 6,850 Edward G. McMahon 1,561,790 112,151 7,350 Larry E. Reed 1,562,090 112,351 6,850 R. D. "Rusty" Richardson 1,561,590 112,851 6,850 Edward R. Schmidt 1,561,790 112,651 6,850 Donald F. Walter 1,561,990 112,451 6,850 ------------------------- --------- ------- --------- page 13 (ii) At the annual meeting, Metro's shareholders ratified the appointment of Arthur Andersen, LLP, Indianapolis, Indiana, as independent public accountants for the fiscal year ending December 31, 1997, upon the following vote: For: 1,677,541 Against: 1,900 Abstained: 1,850 --------- ----- ----- (iii) At the annual meeting, Metro's shareholders approved an amendment to the 1994 Directors' Stock Option Plan of MetroBanCorp to reserve an additional 177,500 shares of common stock for issuance under the Plan, and to allow members of the Board of Directors of MetroBank to participate in the Plan and (iii) allow for the limited transferability of options issued under the Plan. For: 1,652,191 Against: 21,000 Abstained: 8,100 --------- ------ ------ Item 5. Other Information - -------------------------- During the second quarter of 1997, MetroBank received regulatory approval to establish a branch banking facility in the Wal-Mart Supercenter currently under construction in Noblesville, Indiana. This new facility is expected to open in the first quarter of 1998. Development of the Wal-Mart Supercenter is part of the continuing commercial expansion of Noblesville's east side. The new branch office will provide greater convenience and accessibility for the Metro's current, as well as and potential new customers. Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits: Exhibit 10 Amendment One to the 1994 Directors' Stock Option Plan of MetroBanCorp dated April 24, 1997 Exhibit 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended June 30, 1997. page 14 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. METROBANCORP (Registrant) August 11, 1997 By: /S/ IKE G. BATALIS -------------------- Ike G. Batalis Chairman and President (Principal Executive Officer) August 11, 1997 By: /S/ CHARLES V. TUREAN ---------------------- Charles V. Turean Executive Vice President (Principal Financial and Accounting Officer) page 15