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 SEPTEMBER 30, 2001. Commission file number: 0-23790 ------- MetroBanCorp - ------------ (Exact name of small business issuer as specified in its charter) Indiana 35-1712167 - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) 10333 N. Meridian Street, Suite 111, Indianapolis, Indiana 46290 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (317) 573-2400 - -------------- (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 November 13, 2001: 2,001,239 Shares of Common Stock - -------------------------------- Transitional Small Business Disclosure Format: Yes No X --- --- MetroBanCorp FORM 10-QSB Index PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Condition September 30, 2001 and December 31, 2000 3 Consolidated Statements of Operations and Comprehensive Income Three Months Ended September 30, 2001 and 2000 4 Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2001 and 2000 5 Consolidated Statements of Cash Flows Nine Months Ended September 30, 2001 and 2000 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities and Use of Proceeds 14 Item 3. Defaults Under Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 Page 2 of 16 MetroBanCorp Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Condition (unaudited) (dollars in thousands) 09/30/01 12/31/00 ---------------- --------------- Assets Cash and Due from Banks $22,529 $22,192 Securities Held to Maturity (Fair Value: 2001 - $3,259 and 2000 - $3,104) 3,205 3,208 Securities Available for Sale 37,170 37,334 ---------------- --------------- Total Securities 40,375 40,542 Loans held for sale 290 212 Loans, net of allowance of $1,432 and $1,352, respectively 113,360 101,312 Premises and Equipment, net 1,243 1,508 Accrued Interest Receivable and Other Assets 1,892 2,566 ---------------- --------------- Total Assets $179,689 $168,332 ================ =============== Liabilities Deposits: Non-Interest Bearing $32,277 $36,139 Interest Bearing 107,004 102,871 ---------------- --------------- Total Deposits 139,281 139,010 Repurchase Agreements 16,659 8,868 Other Borrowings 7,000 5,000 Accrued Interest Payable and Other Liabilities 1,627 1,420 ---------------- --------------- Total Liabilities 164,567 154,298 ---------------- --------------- Shareholders' Equity Preferred Stock: 1,000,000 shares authorized; none outstanding - - Common Stock: no par value, 3,000,000 shares authorized; 2,001,268 and 2,038,224 issued and outstanding, respectively 14,085 14,352 Retained Earnings/(Accumulated Deficit) 552 (191) Accumulated Other Comprehensive Income/(Loss) 485 (127) ---------------- --------------- Total Shareholders' Equity 15,122 14,034 ---------------- --------------- Total Liabilities and Shareholders' Equity $179,689 $168,332 ================ =============== See accompanying notes. Page 3 of 16 MetroBanCorp Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations and Comprehensive Income (unaudited) Three Months Ended --------------------------------- (dollars in thousands, except per share data) 09/30/01 09/30/00 --------------- --------------- Interest Income Loans, including related fees $2,550 $2,530 Securities 614 598 --------------- --------------- Total Interest Income 3,164 3,128 Interest Expense Deposits 1,088 1,274 Other 166 142 --------------- --------------- Total Interest Expense 1,254 1,416 --------------- --------------- Net Interest Income 1,910 1,712 --------------- --------------- Provision for Loan Losses 59 20 --------------- --------------- Net Interest Income after Provision for Loan Losses 1,851 1,692 --------------- --------------- Non-Interest Income Service Charges on Deposit Accounts 149 145 Securities Gains/(Losses) 1 - ATM Fee Income 103 104 Other Service Charges, Commissions and Fees 94 78 --------------- --------------- Total Non-Interest Income 347 327 Non-Interest Expense Salaries and Employee Benefits 689 626 Occupancy, net 123 129 Equipment 98 104 Advertising and Public Relations 56 65 Legal and Professional 62 56 Data Processing 101 95 Other 388 324 --------------- --------------- Total Non-Interest Expense 1,517 1,399 --------------- --------------- Income Before Income Taxes 681 620 Provision for Income Taxes 259 222 --------------- --------------- Net Income $422 $398 =============== =============== Comprehensive Income $590 $559 =============== =============== Basic net income per common share $0.21 $0.19 Diluted net income per common share $0.20 $0.19 Weighted Average Shares Outstanding 2,001,105 2,069,420 Weighted Average Shares Outstanding - Assuming Dilution 2,085,390 2,101,297 See accompanying notes. Page 4 of 16 MetroBanCorp Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations and Comprehensive Income (unaudited) Nine Months Ended --------------------------------- (dollars in thousands, except per share data) 09/30/01 09/30/00 --------------- --------------- Interest Income Loans, including related fees $7,679 $7,072 Securities 1,990 1,735 Other 5 12 --------------- --------------- Total Interest Income 9,674 8,819 Interest Expense Deposits 3,683 3,507 Other 518 302 --------------- --------------- Total Interest Expense 4,201 3,809 --------------- --------------- Net Interest Income 5,473 5,010 --------------- --------------- Provision for Loan Losses 170 62 --------------- --------------- Net Interest Income after Provision for Loan Losses 5,303 4,948 --------------- --------------- Non-Interest Income Service Charges on Deposit Accounts 440 369 Securities Gains/(Losses) 1 - ATM Fee Income 299 279 Other Service Charges, Commissions and Fees 330 246 --------------- --------------- Total Non-Interest Income 1,070 894 Non-Interest Expense Salaries and Employee Benefits 2,088 1,897 Occupancy, net 388 375 Equipment 292 319 Advertising and Public Relations 171 202 Legal and Professional 206 159 Data Processing 310 284 Other 1,035 866 --------------- --------------- Total Non-Interest Expense 4,490 4,102 --------------- --------------- Income Before Income Taxes 1,883 1,740 Provision for Income Taxes 714 651 --------------- --------------- Net Income $1,169 $1,089 =============== =============== Comprehensive Income $1,781 $1,211 =============== =============== Basic net income per common share $0.58 $0.52 Diluted net income per common share $0.56 $0.51 Weighted Average Shares Outstanding 2,022,848 2,106,653 Weighted Average Shares Outstanding - Assuming Dilution 2,092,035 2,129,805 See accompanying notes. Page 5 of 16 MetroBanCorp Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Cash Flows (unaudited) (dollars in thousands) Nine Months Ended ---------------------------------------- 09/30/01 09/30/00 ------------------- ------------------ Operating Activities: Net Income $1,169 $1,089 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Provision for Loan Losses 170 62 Depreciation and Amortization 268 302 Net Amortization on Securities 66 51 Gain on Sale of Securities (1) - Change in Accrued Interest Receivable and Other Assets 226 (52) Change in Accrued Interest Payable and Other Liabilities 207 377 Change in Loans Held for Sale (78) (312) ------------------- ------------------ Total Adjustments 858 428 ------------------- ------------------ Net Cash Provided by Operating Activities 2,027 1,517 ------------------- ------------------ Investing Activities: Proceeds from Maturities and Paydowns of Securities Available for Sale 6,674 3,975 Proceeds from Sales of Securities Available for Sale 7,173 2,500 Purchases of Securities Available for Sale (12,685) (500) Proceeds from the Repayment of Student Loans 325 576 Net Loans Made to Customers (12,543) (12,511) Purchases of Premises and Equipment, net (3) (362) ------------------- ------------------ Net Cash Used in Investing Activities (11,059) (6,322) ------------------- ------------------ Financing Activities: Change in Deposits 271 17,031 Change in Fed Funds Purchased - (3,300) Change in Repurchase Agreements 7,791 1,538 FHLB Advances 2,000 5,000 Cash Dividends Paid (426) (382) Issuance of Common Stock 85 188 Repurchase of Common Stock and Fractional Shares (352) (808) ------------------- ------------------ Net Cash Provided by Financing Activities 9,369 19,267 ------------------- ------------------ Net Increase/(Decrease) in Cash and Cash Equivalents 337 14,462 Cash and Cash Equivalents at Beginning of Period 22,192 9,526 ------------------- ------------------ Cash and Cash Equivalents at End of Period $22,529 $23,988 =================== ================== See accompanying notes. Page 6 of 16 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 ("Bank") (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 September 30, 2001 and December 31, 2000, and the results of its operations and cash flows for the periods ended September 30, 2001 and 2000. These financial statements should be read in conjunction with Metro's latest Annual Report on Form 10-KSB for the year ending December 31, 2000. 2. Comprehensive Income -------------------- Comprehensive Income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period, except those resulting from investment by owners and distributions to owners. In Metro's case, comprehensive income includes net income and the change in unrealized gains and losses on available for sale securities. 3. Per Share Data -------------- Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed the same, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares (stock options) had been issued. Below is a table reconciling basic earnings per share and diluted earnings per share: For the Three Months Ended September 30, 2001 2000 ------------------ ----------------- Basic Net income $422 $398 ================== ================= Weighted average common shares outstanding 2,001,105 2,069,420 Basic earnings per common share $0.21 $0.19 ================== ================= Diluted Net income $422 $398 ================== ================= Weighted average common shares outstanding for basic earnings per common share 2,001,105 2,069,420 Add: Dilutive effects of assumed exercises of stock options 84,285 31,877 ------------------ ----------------- Average shares and dilutive potential common shares 2,085,390 2,101,297 ================== ================= Diluted earnings per common share $0.20 $0.19 ================== ================= Page 7 of 16 For the Nine Months Ended September 30, 2001 2000 ------------------ ----------------- Basic Net income $1,169 $1,089 ================== ================= Weighted average common shares outstanding 2,022,848 2,106,653 Basic earnings per common share $0.58 $0.52 ================== ================= Diluted Net income $1,169 $1,089 ================== ================= Weighted average common shares outstanding for basic earnings per common share 2,022,848 2,106,653 Add: Dilutive effects of assumed exercises of stock options 69,187 23,152 ------------------ ----------------- Average shares and dilutive potential common shares 2,092,035 2,129,805 ================== ================= Diluted earnings per common share $0.56 $0.51 ================== ================= 4. New Accounting Pronouncements ----------------------------- Beginning January 1, 2001, a new accounting standard required all derivatives to be recorded at fair value. Unless designated as hedges, changes in these fair values are recorded in the income statement. Fair value changes involving hedges are generally recorded by offsetting gains and losses on the hedge and on the hedged item, even if the fair value of the hedged item is not otherwise recorded. Adoption of this pronouncement did not have a material effect on Metro's financial results. In 2002, new accounting guidance will revise the accounting for goodwill and intangible assets. Intangible assets with indefinite lives and goodwill will no longer be amortized, but will periodically be reviewed for impairment and written down if impaired. Additional disclosures about intangible assets and goodwill may be required. An initial goodwill impairment test is required during the first six months of 2002. The Company does not expect this new guidance to have a material effect on its financial statements. Page 8 of 16 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 MetroBanCorp and its wholly-owned affiliate, MetroBank ("Bank") (together, "Metro") as of September 30, 2001 as compared to December 31, 2000, and the results of operations for the three and nine month periods ending September 30, 2001 and 2000. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This discussion contains certain forward-looking statements that are subject to risks and uncertainties and includes information about possible or assumed future results of operations. Many possible events or factors could affect Metro's future financial results and performance. This could cause results or performance to differ materially from those expressed in any forward-looking statements. Words such as "expects", "anticipates", "believes", "estimates", variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this discussion. These statements are representative only on the date hereof. The possible events or factors include the following: the Bank's loan growth is dependent on economic conditions, as well as various discretionary factors, such as decisions to securitize, sell or purchase certain loans or loan portfolios; syndications or participations of loans; retention of residential mortgage loans; and the management of borrower, industry, product and geographic concentrations and the mix of the loan portfolio. The rate of charge-offs and provision expense can be affected by local, regional and international economic and market conditions, concentrations of borrowers, industries, products and geographic locations, the mix of the loan portfolio and management's judgments regarding the collectibility of loans. Liquidity requirements may change as a result of fluctuations in assets and liabilities and off-balance sheet exposures, which will impact our capital and debt financing needs and the mix of funding sources. Decisions to purchase, hold or sell securities are also dependent on liquidity requirements and market volatility, as well as on- and off-balance sheet positions. Factors that may impact interest rate risk include local, regional and international economic conditions, levels, mix, maturities, yields or rates of assets and liabilities, utilization and effectiveness of interest rate contracts and Metro's wholesale and retail funding sources. Metro is also exposed to the potential of losses arising from adverse changes in market rates and prices which can adversely impact the value of financial products, including securities, loans, deposits, debt and derivative financial instruments, such as futures, forwards, swaps, options and other financial instruments with similar characteristics. In addition, the banking industry in general is subject to various monetary and fiscal policies and regulations, which include those determined by the Federal Reserve Board, the OCC, the FDIC, state banking regulators and the Office of Thrift Supervision, whose policies and regulations could affect Metro's financial results. Other factors that may cause actual results to differ from the forward-looking statements include the following: competition with other local, regional and international banks, thrifts, credit unions and other nonbank financial institutions, such as investment banking firms, investment advisory firms, brokerage firms, investment companies and insurance companies, as well as other entities which offer financial services, located both within and outside the United States and through alternative delivery channels such as the World Wide Web; interest rate and market and monetary fluctuations; inflation; market volatility; general economic conditions and economic conditions in the geographic regions and industries in which Metro operates; introduction and acceptance of new banking-related products, services and enhancements; fee pricing strategies, mergers and acquisitions and Metro's ability to manage these and other risks. Page 9 of 16 FINANCIAL CONDITION OVERVIEW - -------- At September 30, 2001, Metro had total assets of $179.7 million, an increase of $11.4 million or 6.7 percent from December 31, 2000. Consolidated earning assets totaled $168.4 million, or 93.7 percent of total assets, at September 30, 2001. The principal components of earning assets were loans in the amount of $114.9 million or 68.2 percent of total earning assets, securities of $40.4 million or 24.0 percent of total earning assets and interest bearing due from bank accounts of $13.1 million or 7.8 percent of total earning assets. Earning assets at December 31, 2000 were $155.0 million, or 92.1 percent of total assets. LOANS - ----- Gross loans outstanding increased $12.2 million or 11.9 percent from December 31, 2000 to September 30, 2001. Metro continued to make a concerted effort to increase its commercial and installment loan portfolios through the use of an extensive loan officer calling program aimed at Metro's target market. At September 30, 2001, net loans amounted to 63.2 percent of total assets, compared to 60.3 percent of total assets at year end 2000. Metro's loan to deposit ratio, which is one measure of liquidity, was 82.6 percent at September 30, 2001, compared to 74.0 percent at year end 2000. Loan Portfolio at Period-End (dollars in thousands) September 30, 2001 December 31, 2000 % Change -------------------- ------------------- ----------- Commercial & Agricultural $27,208 $24,261 12.15% Real Estate - Construction 5,877 2,504 134.70% Real Estate - Mortgage 56,258 49,229 14.28% Installment 23,030 23,848 (3.43%) Student Loans 2,709 3,034 (10.71%) -------------------- ------------------- ----------- Gross Loans 115,082 102,876 11.86% Less: Allowance for Loan Losses (1,432) (1,352) 5.92% -------------------- ------------------- ----------- Loans, net $113,650 $101,524 11.94% ==================== =================== =========== Delinquent loans at September 30, 2001 were $1,057,000, representing 0.9 percent of gross loans, compared to $569,000 of delinquent loans, or 0.6 percent of gross loans, at year end 2000. Delinquent loans in both periods consisted primarily of student loans guaranteed by a third party. Non-accruing loans at September 30, 2001 amounted to $197,000, compared to $412,000 at December 31, 2000. At September 30, 2001 and December 31, 2000, Metro had an allowance for loan losses of $1,432,000 and $1,352,000, respectively, representing 1.2 percent and 1.3 percent, respectively, of gross loans at September 30, 2001 and December 31, 2000. Metro provides for probable loan losses through regular provisions to the allowance for loan losses. These provisions are made at a level which is considered necessary by Metro's management to absorb estimated incurred losses in the loan portfolio and is based upon an assessment of adequacy of Metro's loan loss reserve account. The increased provision in 2001 provides for charge-offs and responds to generally higher levels of delinquent loans during 2001. Page 10 of 16 Allowance for Loan Losses Activity Nine months ended September 30, 2001 and 2000 (dollars in thousands) 2001 2000 ---- ---- Allowance for Loan Losses, January 1 $1,352 $1,464 Loans Charged-Off: Commercial (79) (73) Real Estate - - Mortgage - - Installment (43) (30) Student Loans - - ----------- ---------- Total Charged-Off Loans (122) (103) ----------- ---------- Recoveries on Charged-Off Loans: Commercial 24 9 Real Estate - - Mortgage - - Installment 8 6 Student Loans - - ----------- ---------- Total Recoveries 32 15 ----------- ---------- Net Charged-Off Loans (90) (88) ----------- ---------- Provision for Loan Losses 170 62 ----------- ---------- Allowance for Loan Losses, September 30 $1,432 $1,438 =========== ========== Average Loans Outstanding $109,321 $93,093 =========== ========== Net Charged-Off loans to Average Loans .082% .095% =========== ========== SECURITIES - ---------- Total securities at September 30, 2001 were $40.4 million, decreasing by $167,000 or 0.4 percent from the amount at December 31, 2000. Purchases of securities totaled $12.7 million during 2001, which offset reductions from securities sold, principal paydowns and maturities. DEPOSITS - -------- Total deposits at September 30, 2001 amounted to $139.3 million increasing $271,000 from total deposits at December 31, 2000. Since December 31, 2000, non-interest bearing demand deposits decreased by $3.9 million or 10.7 percent, while interest bearing deposits increased by $4.1 million or 4.0 percent. OTHER LIABILITIES - ----------------- Liabilities other than deposits increased to $25.3 million from $15.3 million at December 31, 2000. This change resulted principally from increases in short-term funding sources. Repurchase agreements increased $7.8 million or 87.9 percent from December 31, 2000. Liabilities other than deposits also include $7.0 million in borrowings from the Federal Home Loan Bank. Membership in the Federal Home Loan Bank provides Metro with an ongoing source of funds to assist in liquidity management and funding loans. Page 11 of 16 CAPITAL - ------- For the nine months ending September 30, 2001, Metro's total capital increased by $1,088,000. Year to date earnings amounted to $1,169,000 with dividend payments totaling $426,000. Changes in common stock included an $85,000 increase, consisting of $9,000 from the grant of Metro's common stock to employees under the MetroBanCorp Equity Ownership Plan and $76,000 from directors exercising 14,523 options for shares of Metro common stock. Decreases in common stock resulted from the repurchase of 52,628 shares of Metro common stock and fractional shares from the stock dividend totaling $352,000. Changes in security market value resulted in accumulated other comprehensive income increasing by $612,000. Metro is subject to various capital requirements imposed by the federal banking regulatory authorities. Quantitative measures established by regulation to ensure capital adequacy require Metro to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets, and Tier 1 capital to average assets. Management believes that, as of September 30, 2001, 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 September 30, 2001 (dollars in thousands): To Be Well Capitalized Under Prompt Corrective Actual Action Provisions ------------------- --------------------------- Amount Ratio Amount Ratio --------- --------- ----------- ----------- Total Capital (to Risk Weighted Assets) Metro $16,069 12.95% > $12,407 > 10.00% - - MetroBank $14,129 11.44% > $12,353 > 10.00% - - Tier 1 Capital (to Risk Weighted Assets) Metro $14,637 11.80% > $7,444 > 6.00% - - MetroBank $12,696 10.28% > $7,412 > 6.00% - - Tier 1 Capital (to Average Assets) Metro $14,637 8.68% > $8,429 > 5.00% - - MetroBank $12,696 7.63% > $8,325 > 5.00% - - As of December 31, 2000, the most recent notification from the FDIC categorized MetroBank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized", MetroBank must maintain minimum total risk-weighted, Tier 1 capital and leverage ratios as set forth in the above table. There are no conditions or events since this notification that management believes have changed Metro's or the Bank's capital category. RESULTS OF OPERATIONS NET INTEREST INCOME - ------------------- Net interest income after provision for loan losses was $5.3 million for the nine months ended September 30, 2001, compared to $4.9 million for the comparable period of 2000, an increase of 7.2 percent. The increase in net interest income was driven primarily by an increase in loan volume. Metro's provision for loan losses was $170,000 for the nine months ended September 30, 2001, compared to $62,000 for the Page 12 of 16 same period in 2000. The loan loss provision made in 2001 was increased to a level considered necessary by Metro's management to absorb estimated incurred losses in the loan portfolio and is based upon an assessment of the adequacy of Metro's loan loss reserve account. NON-INTEREST EXPENSE - -------------------- Non-interest expense amounted to $4.5 million for the nine month period ending September 30, 2001, compared to $4.1 million for the same period one year earlier, an increase of 9.5 percent. Approximately 49 percent of this increase resulted from a 10.1 percent increase in salaries and employee benefits driven by annual merit increases and additional staff hired to support Metro's growth. NET INCOME - ---------- Metro recorded net income of $1,169,000 for the nine month period ending September 30, 2001, compared to $1,089,000 for the same period one year earlier, an increase of 7.3 percent. Net income for the three months ended September 30, 2001 was $422,000, up 6.0 percent over 2000's same period net income of $398,000. Results for the quarter reflect the same trends as do year to date results. Page 13 of 16 PART II. OTHER INFORMATION -------------------------- Item 1. Legal Proceedings - none. - ------- ----------------- Item 2. Changes in Securities and Use of Proceeds - none. - ------- ----------------------------------------- Item 3. Defaults Upon Senior Securities - none. - ------- ------------------------------- Item 4. Submission of Matters to a Vote of Security Holders - none. - ------- --------------------------------------------------- Item 5. Other Information - none. - ------- ----------------- Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits - The exhibits set forth in the index of exhibits to Metro's 10-KSB dated March 29, 2001 is hereby incorporated by reference into this item. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarterly period ending September 30, 2001. Page 14 of 16 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) November 13, 2001 By: /S/ Ike G. Batalis ------------------------- Ike G. Batalis President (Principal Executive Officer) November 13, 2001 By: /S/ Charles V. Turean ------------------------- Charles V. Turean Executive Vice President (Principal Financial and Accounting Officer) Page 15 of 16