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, 2002.
Commission file number: 0-23790
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MetroBanCorp
- ------------
(Exact name of small business issuer as specified in its charter)
Indiana 35-1712167
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
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(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 12, 2002:
2,056,837 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, 2002 and December 31, 2001 3
Consolidated Statements of Operations and Comprehensive Income/(Loss)
Three Months Ended September 30, 2002 and 2001 4
Consolidated Statements of Operations and Comprehensive Income
Nine Months Ended September 30, 2002 and 2001 5
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2002 and 2001 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Controls and Procedures 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Under Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
Page 2 of 19
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition
(dollars in thousands)
(unaudited)
09/30/02 12/31/01
--------- ---------
Assets
Cash and Due from Banks $ 50,382 $ 28,955
Securities Held to Maturity
(Fair Value: 2002 - $3,314 and 2001 - $3,272) 3,201 3,204
Securities Available for Sale 25,468 34,029
--------- ---------
Total Securities 28,669 37,233
Loans held for sale 773 2,018
Loans, net of allowance of $1,531 and $1,457, respectively 116,084 112,325
Premises and Equipment, net 1,141 1,168
Accrued Interest Receivable and Other Assets 1,879 2,286
--------- ---------
Total Assets $ 198,928 $ 183,985
========= =========
Liabilities
Deposits:
Non-Interest Bearing $ 41,113 $ 37,341
Interest Bearing 118,187 105,177
--------- ---------
Total Deposits 159,300 142,518
Repurchase Agreements 12,910 17,544
Other Borrowings 9,000 7,000
Accrued Interest Payable and Other Liabilities 2,672 1,993
--------- ---------
Total Liabilities 183,882 169,055
--------- ---------
Shareholders' Equity
Preferred Stock: 1,000,000 shares authorized; none outstanding -- --
Common Stock: no par value, 3,000,000 shares authorized; 2,108,607 and
2,107,453 issued; 2,056,837 and 2,064,823 outstanding,
respectively 14,978 14,968
Treasury Stock, 51,770 and 42,630 shares, at cost (327) (238)
Retained Earnings/(Accumulated Deficit) 138 (81)
Accumulated Other Comprehensive Income 257 281
--------- ---------
Total Shareholders' Equity 15,046 14,930
--------- ---------
Total Liabilities and Shareholders' Equity $ 198,928 $ 183,985
========= =========
See accompanying notes.
Page 3 of 19
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations and Comprehensive Income/(Loss)
(unaudited)
(dollars in thousands, except per share data)
Three Months Ended
---------------------------
09/30/02 09/30/01
----------- -----------
Interest Income
Loans, including related fees $ 2,177 $ 2,550
Securities 443 614
----------- -----------
Total Interest Income 2,620 3,164
Interest Expense
Deposits 702 1,088
Other 106 166
----------- -----------
Total Interest Expense 808 1,254
----------- -----------
Net Interest Income 1,812 1,910
Provision for Loan Losses 94 59
----------- -----------
Net Interest Income after Provision for Loan Losses 1,718 1,851
----------- -----------
Non-Interest Income
Service Charges on Deposit Accounts 153 149
Securities Gains 14 1
ATM Fee Income 108 103
Other Service Charges, Commissions and Fees 113 94
----------- -----------
Total Non-Interest Income 388 347
Non-Interest Expense
Salaries and Employee Benefits 1,144 689
Occupancy, net 127 123
Equipment 75 98
Advertising and Public Relations 54 56
Legal and Professional 356 62
Data Processing 102 101
Other 324 388
----------- -----------
Total Non-Interest Expense 2,182 1,517
----------- -----------
Income/(Loss) Before Income Taxes (76) 681
Provision for Income Taxes (29) 259
----------- -----------
Net Income/(Loss) ($ 47) $ 422
=========== ===========
Comprehensive Income/(Loss) ($ 73) $ 590
=========== ===========
Basic net income/(loss) per common share ($ 0.02) $ 0.20
Diluted net income/(loss) per common share ($ 0.02) $ 0.19
Weighted Average Shares Outstanding 2,057,971 2,101,161
Weighted Average Shares Outstanding - Assuming Dilution 2,268,226 2,189,660
See accompanying notes.
Page 4 of 19
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations and Comprehensive Income
(unaudited)
(dollars in thousands, except per share data)
Nine Months Ended
------------------------
09/30/02 09/30/01
---------- ----------
Interest Income
Loans, including related fees $ 6,517 $ 7,679
Securities 1,384 1,990
Other -- 5
---------- ----------
Total Interest Income 7,901 9,674
Interest Expense
Deposits 2,032 3,683
Other 299 518
---------- ----------
Total Interest Expense 2,331 4,201
---------- ----------
Net Interest Income 5,570 5,473
Provision for Loan Losses 278 170
---------- ----------
Net Interest Income after Provision for Loan Losses 5,292 5,303
---------- ----------
Non-Interest Income
Service Charges on Deposit Accounts 453 440
Securities Gains 85 1
ATM Fee Income 288 299
Other Service Charges, Commissions and Fees 254 330
---------- ----------
Total Non-Interest Income 1,080 1,070
Non-Interest Expense
Salaries and Employee Benefits 2,733 2,088
Occupancy, net 379 388
Equipment 228 292
Advertising and Public Relations 157 171
Legal and Professional 484 206
Data Processing 314 310
Other 959 1,035
---------- ----------
Total Non-Interest Expense 5,254 4,490
---------- ----------
Income Before Income Taxes 1,118 1,883
Provision for Income Taxes 425 714
---------- ----------
Net Income $ 693 $ 1,169
========== ==========
Comprehensive Income $ 669 $ 1,780
========== ==========
Basic net income per common share $ 0.34 $ 0.55
Diluted net income per common share $ 0.31 $ 0.53
Weighted Average Shares Outstanding 2,062,312 2,093,943
Weighted Average Shares Outstanding - Assuming Dilution 2,229,970 2,166,821
See accompanying notes.
Page 5 of 19
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Cash Flows
(unaudited)
(dollars in thousands)
Nine Months Ended
---------------------
09/30/02 09/30/01
-------- --------
Operating Activities:
Net Income $ 693 $ 1,169
Adjustments to Reconcile Net Income to Cash Provided by
Operating Activities:
Provision for Loan Losses 278 170
Depreciation and Amortization 194 268
Net Amortization on Securities (79) 66
Gain on Sale of Securities (85) (1)
Change in Accrued Interest Receivable and Other Assets 444 226
Change in Accrued Interest Payable and Other Liabilities 679 207
Change in Loans Held for Sale 1,245 (78)
-------- --------
Total Adjustments 2,676 858
-------- --------
Net Cash Provided by Operating Activities 3,369 2,027
-------- --------
Investing Activities:
Proceeds from Maturities and Paydowns of Securities Available for Sale 10,787 6,674
Proceeds from Sales of Securities Available for Sale 7,632 7,173
Purchases of Securities Available for Sale (9,752) (12,685)
Proceeds from the Repayment of Student Loans 519 325
Net Loans Made to Customers (4,556) (12,543)
Purchases of Premises and Equipment, net (167) (3)
-------- --------
Net Cash Provided by (Used in) Investing Activities 4,463 (11,059)
-------- --------
Financing Activities:
Change in Deposits 16,782 271
Change in Repurchase Agreements (4,634) 7,791
Change in FHLB Advances 2,000 2,000
Cash Dividends Paid (474) (426)
Purchase of Treasury Stock (89) --
Issuance of Common Stock 12 85
Repurchase of Common Stock and Fractional Shares (2) (352)
-------- --------
Net Cash Provided by Financing Activities 13,595 9,369
-------- --------
Net Increase in Cash and Cash Equivalents 21,427 337
Cash and Cash Equivalents at Beginning of Period 28,955 22,192
-------- --------
Cash and Cash Equivalents at End of Period $ 50,382 $ 22,529
======== ========
See accompanying notes.
Page 6 of 19
MetroBanCorp
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
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, 2002 and December 31, 2001, and the results of its
operations and cash flows for the periods ended September 30, 2002 and
2001.
These financial statements should be read in conjunction with Metro's
latest Annual Report on Form 10-KSB for the year ending December 31,
2001.
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,
2002 2001
----------- -----------
Basic
Net income/(loss) ($ 47) $ 422
=========== ===========
Weighted average common shares outstanding 2,057,971 2,101,161
Basic earnings per common share ($ 0.02) $ 0.20
=========== ===========
Diluted
Net income/(loss) ($ 47) $ 422
=========== ===========
Weighted average common shares outstanding for basic
earnings per common share 2,057,971 2,101,161
Add: Dilutive effects of assumed exercises of stock
options 210,255 88,499
----------- -----------
Average shares and dilutive potential common shares 2,268,226 2,189,660
=========== ===========
Diluted earnings per common share ($ 0.02) $ 0.19
=========== ===========
Page 7 of 19
For the Nine Months Ended
September 30,
2002 2001
---------- ----------
Basic
Net income $ 693 $ 1,169
========== ==========
Weighted average common shares outstanding 2,062,312 2,093,943
Basic earnings per common share $ 0.34 $ 0.55
========== ==========
Diluted
Net income $ 693 $ 1,169
========== ==========
Weighted average common shares outstanding for basic
earnings per common share 2,062,312 2,093,943
Add: Dilutive effects of assumed exercises of stock
options 167,658 72,878
---------- ----------
Average shares and dilutive potential common shares 2,229,970 2,166,821
========== ==========
Diluted earnings per common share $ 0.31 $ 0.53
========== ==========
4. New Accounting Pronouncements
-----------------------------
On January 1, 2002, new accounting guidelines revised 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.
Adoption of this standard in 2002 did not have an impact on the
financial statements as the Company does not currently have any
intangible assets.
Effective January 1, 2002, the Company adopted a new accounting
standard on impairment and disposal of long-lived assets. The effect of
this new standard was not material to the financial statements.
New accounting standards will apply for 2003 regarding asset retirement
obligations, debt extinguishment and certain lease modifications, and
activity exit costs. Management does not believe these standards will
have a material effect on the Corporation's financial statements, but
the effects will depend on the existence of applicable activities at
the effective date of the standards.
5. Pending Merger
--------------
MetroBanCorp has signed a definitive agreement to be acquired by First
Indiana Corporation for $17 per share. The agreement is subject to
various terms and conditions, including shareholder approval. The
transaction is scheduled to close during the first quarter of 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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The following 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, 2002 as compared to
December 31, 2001, and the results of operations for the three and nine month
periods ending September 30, 2002 and 2001.
Page 8 of 19
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, and the closing of the proposed merger
with First Indiana Corporation.
RECENT DEVELOPMENTS
- -------------------
On September 4, 2002, MetroBanCorp, MetroBank, First Indiana Corporation, FIC
Acquisition Corporation and First Indiana Bank, National Association entered
into an Agreement and Plan of Merger pursuant to which MetroBanCorp will be
acquired by First Indiana Corporation. Pursuant to that agreement, each issued
and outstanding share of MetroBanCorp common stock will be converted into the
right to receive a cash amount equal to Seventeen and No/100 Dollars ($17.00).
The
Page 9 of 19
consummation of the transactions contemplated in the agreement are subject to
the approval of the shareholders of MetroBanCorp, receipt of necessary approvals
under the state and federal banking laws and other customary closing conditions.
FINANCIAL CONDITION
ASSETS
- ------
At September 30, 2002, Metro had total assets of $198.9 million, an increase of
$14.9 million or 8.1 percent from December 31, 2001. Increased deposits and a
decline in securities resulted in an increase in Cash and Due from Banks of
$21.4 million. Consolidated earning assets totaled $180.4 million, or 90.7
percent of total assets, at September 30, 2002. The principal components of
earning assets were loans in the amount of $118.2 million or 65.5 percent of
total earning assets, securities of $28.7 million or 15.9 percent of total
earning assets and interest bearing due from bank accounts of $33.6 million or
18.7 percent of total earning assets. Earning assets at December 31, 2001 were
$166.8 million, or 90.7 percent of total assets.
SECURITIES
- ----------
Total securities at September 30, 2002 were $28.7 million, decreasing by $8.6
million or 23.0 percent from the amount at December 31, 2001. Purchases of
securities totaled $9.8 million during 2002, which were offset by reductions
from securities sold, principal paydowns and maturities.
LOANS
- -----
Gross loans outstanding increased $3.8 million or 3.4 percent from December 31,
2001 to September 30, 2002. Metro continued to make a concerted effort to
increase its commercial, real estate and installment loan portfolios through the
use of an extensive loan officer calling program aimed at Metro's target market.
At September 30, 2002, net loans amounted to 58.4 percent of total assets,
compared to 61.1 percent of total assets at year end 2001. Metro's loan to
deposit ratio, which is one measure of liquidity, was 73.8 percent at September
30, 2002, compared to 79.8 percent at year end 2001.
Loan Portfolio at Period-End
(dollars in thousands)
September 30, December 31,
2002 2001 % Change
------------- ------------ --------
Commercial & Agricultural $ 24,497 $ 26,782 (8.53%)
Real Estate - Construction 5,734 6,095 (5.92%)
Real Estate - Mortgage 64,368 56,164 14.61%
Installment 21,023 22,229 (5.43%)
Student Loans 1,993 2,512 (20.66%)
--------- --------- ---------
Gross Loans 117,615 113,782 3.37%
Less:
Allowance for Loan Losses (1,531) (1,457) 5.08%
--------- --------- ---------
Loans, net $ 116,084 $ 112,325 3.35%
========= ========= =========
Delinquent loans at September 30, 2002 were $810,000, representing 0.7 percent
of gross loans, compared to $1,026,000 of delinquent loans, or 0.9 percent of
gross loans, at year end 2001. Delinquent loans at September 30, 2002 and
December 31, 2001 included $250,000 and $244,000, respectively, of student loans
guaranteed by a third party. Non-accruing loans at September 30, 2002 amounted
to
Page 10 of 19
$232,000, compared to $424,000 at December 31, 2001.
At September 30, 2002 and December 31, 2001, Metro had an allowance for loan
losses of $1,531,000 and $1,457,000, respectively, representing 1.3 percent of
gross loans at September 30, 2002 and December 31, 2001. Metro provides for
probable incurred loan losses through regular provisions to the allowance for
loan losses based upon a detailed quarterly assessment of the adequacy of
Metro's loan loss reserve account. The increased provision in 2002 provides for
higher levels of net charge-offs and responds to generally higher levels of non
accrual loans during 2002.
Allowance for Loan Losses Activity
Nine months ended September 30, 2002 and 2001
(dollars in thousands)
2002 2001
--------- ---------
Allowance for Loan Losses, January 1 $ 1,457 $ 1,352
Loans Charged-Off:
Commercial (149) (79)
Real Estate -- --
Mortgage -- --
Installment (82) (43)
Student Loans -- --
--------- ---------
Total Charged-Off Loans (231) (122)
--------- ---------
Recoveries on Charged-Off Loans:
Commercial 11 24
Real Estate -- --
Mortgage -- --
Installment 16 8
Student Loans -- --
--------- ---------
Total Recoveries 27 32
--------- ---------
Net Charged-Off Loans (204) (90)
--------- ---------
Provision for Loan Losses 278 170
--------- ---------
Allowance for Loan Losses, September 30 $ 1,531 $ 1,432
========= =========
Average Loans Outstanding $ 115,798 $ 109,321
========= =========
Net Charged-Off loans to Average Loans .176% .082%
========= =========
DEPOSITS
- --------
Total deposits at September 30, 2002 amounted to $159.3 million increasing $16.8
million from total deposits at December 31, 2001. Since December 31, 2001,
non-interest bearing demand deposits increased by $3.8 million or 10.1 percent,
while interest bearing deposits increased by $13.0 million or 12.4 percent.
Non-interest bearing demand deposits historically reflect an increase from
December 31 to September 30. The increase in interest bearing demand deposits is
considered to be due to competitive products and interest rates in the local
market. In addition, bank deposit accounts are increasing generally as customers
seek less volatile and safer investment opportunities.
OTHER LIABILITIES
- -----------------
Liabilities other than deposits decreased to $24.6 million from $26.5 million at
December 31, 2001. This change resulted principally from decreases in short-term
funding sources. Repurchase agreements decreased $4.6 million or 26.4 percent
from December 31, 2001, due to changes in customer account
Page 11 of 19
balances since year end. Liabilities other than deposits also include $9.0
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.
LIQUIDITY
- ---------
The primary function of liquidity and interest rate sensitivity management is to
provide for and assure an ongoing flow of funds that is adequate to meet all
current and future financial needs of the Bank. Such financial needs include
funding credit commitments, satisfying deposit withdrawal requests, purchasing
property and equipment and paying operating expenses. The funding sources of
liquidity are principally the maturing assets and short- and long-term
borrowings. The purposes of liquidity management are to match sources of funds
with anticipated customer borrowings, withdrawals and other obligations and to
ensure a dependable funding base. Rate sensitivity analysis places each of the
Bank's balance sheet components in its appropriate maturity category according
to its repricing frequency, enabling management to measure the exposure to
changes in interest rates.
The Bank's Asset/Liability and Investment Committee, which sets forth the
guidelines under which the Bank manages its deposits and its investment and loan
portfolios, is responsible for monitoring the Bank's investment portfolio. The
objective of this committee is to provide for the maintenance of an adequate net
interest margin and adequate level of liquidity to keep the Bank sound and
profitable during all stages of an interest rate cycle. Metro utilizes the
services of an external investment consultant and a recognized research firm.
These outside consultants provide Metro with decision support information
necessary to monitor, analyze and track the performance of the Bank's investment
portfolio.
Metro experienced an increase in cash and cash equivalents, a primary source of
liquidity, of $21.4 million during the first nine months of 2002. Net cash from
operating activities provided $3.4 million and investing activities provided
$4.5 million. Financing activities provided $13.6 million, principally due to an
increase in deposit accounts of $16.8 million and a reduction in repurchase
agreements of $4.6 million.
In addition to core deposit funding, Metro also maintains revolving credit
agreements with The Federal Home Loan Bank in the amount of $17.0 million and
two regional banks in the amount of $4.0 million to meet short-term and
long-term liquidity needs.
CAPITAL
- -------
For the nine months ending September 30, 2002, Metro's total capital increased
by $116,000 to $15.0 million. Equity increased by: earnings of $693,000 and
grants of Metro's common stock to employees under the MetroBanCorp Equity
Ownership Plan of $12,000. These increases were offset by: a decrease in
accumulated other comprehensive income of $24,000, dividend and fractional share
payments to shareholders of $476,000 and an increase in treasury stock of
$89,000.
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, 2002, 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, 2002 (dollars in
thousands):
Page 12 of 19
To Be Well Capitalized
Under Prompt Corrective
Actual Action Provisions
---------------------------- -----------------------------------
Amount Ratio Amount Ratio
------------- ------------ -------------- ----------------
Total Capital
(to Risk Weighted Assets)
Metro $16,320 12.21% > $13,369 > 10.00%
- -
MetroBank $16,022 12.05% > $13,298 > 10.00%
- -
Tier 1 Capital
(to Risk Weighted Assets)
Metro $14,789 11.06% > $8,021 > 6.00%
- -
MetroBank $14,491 10.90% > $7,979 > 6.00%
- -
Tier 1 Capital
(to Average Assets)
Metro $14,789 8.57% > $8,626 > 5.00%
- -
MetroBank $14,491 8.49% > $8,538 > 5.00%
- -
As of December 31, 2001, 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, 2002 and 2001. Lower yields on earning assets
were substantially matched by lower costs of funds. Metro's provision for loan
losses was $278,000 for the nine months ended September 30, 2002, compared to
$170,000 for the same period in 2001.
PROVISION FOR LOAN LOSSES
- -------------------------
The Bank records regular provisions to the allowance for loan losses. The
provisions are made at a level determined to be necessary by management to
absorb probable incurred losses in the loan portfolio. A detailed evaluation of
the estimated losses, along with an assessment of the adequacy of the loan loss
allowance, is completed quarterly by management. The evaluation includes, but is
not limited to, analysis of risk classification, past due status, historical
write-off experience, type of loan, collateral and other significant factors as
management deems necessary.
The provision for loan losses totaled $278,000 for the nine months ended
September 30, 2002, compared to $170,000 for the comparable period in 2001. At
September 30, 2002 and 2001, the Bank had an allowance for loan losses of
$1,531,000 and $1,432,000 respectively. The Bank's allowance for loan losses to
ending total loans, as a percentage, amounted to 1.30 percent and 1.25 percent
at September 30, 2002 and 2001, respectively. The increase in the provision
during 2002 was considered appropriate by management relative to its evaluation
of the loan loss allowance adequacy.
Page 13 of 19
NON-INTEREST INCOME
- -------------------
Non-interest income increased 0.9 percent to $1,080,000 compared to $1,070,000
in 2001. Increased securities gains offset reduced other income. Securities
gains amounted to $85,000 for the nine month period ending September 30, 2002
compared to $1,000 for the same period in 2001. Mortgage related fees, included
in other income, increased $57,000 or 52.2 percent to $167,000 in 2002 due
principally to an increase in mortgage loans originated and sold to outside
investors while other service fees cleared.
NON-INTEREST EXPENSE
- --------------------
Non-interest expense amounted to $5.3 million for the nine month period ending
September 30, 2002, compared to $4.5 million for the same period one year
earlier, an increase of 17.0 percent. There was a 30.9 percent increase in
salaries and employee benefits in 2002 year to date and a 66 percent increase in
the third quarter. More than half of this increase is due to increased benefit
plan expense, which is tied to Metro's stock price which increased significantly
in the third quarter as a result of the announced merger agreement. In addition,
this increase includes three additional full time equivalents in 2002 necessary
to staff existing departments and branches, increased commissions paid to
mortgage originators due to higher mortgage related revenues in 2002 and higher
employee group health insurance costs and retirement plan benefit costs.
Occupancy and equipment expenses decreased by $9,000 and $64,000 or 2.3 percent
and 21.9 percent respectively in 2002, due principally to expense reductions
attributable to the Cub Foods branch office which closed in the second quarter
of 2001.
Other expenses increased $192,000 or 11.1 percent in 2002. This increase is due
principally to increased, legal and professional, fees related to the proposed
merger.
NET INCOME
- ----------
Metro recorded net income of $693,000 for the nine month period ending September
30, 2002, compared to $1,169,000 for the same period one year earlier, a
decrease of 40.7 percent. Metro reported a net loss for the three months ended
September 30, 2002 of $47,000. The results were impacted by a recent
announcement, in which MetroBanCorp agreed to be acquired by First Indiana
Corporation in a cash transaction for $17 per share. The consolidated loss of
$47,000 was recognized in the third quarter of 2002, as expenses totaling
approximately $367,000 for the quarter were recognized related to employee
benefits which are tied to changes in the value of the corporation's stock
price. Additional legal and consulting expenses attributable to the merger of
approximately $323,000 were also recognized during the quarter. Excluding the
merger related expenses noted above, $690,000 of expenses which after tax
benefit aggregate of $427,000, net income for the third quarter of 2002 declined
to $380,000 from $421,000 in 2001.
ITEM 3. CONTROLS AND PROCEDURES
-----------------------
(a) Within the 90-day period prior to the filing date of this report, an
evaluation was carried out under the supervision and with the participation
of MetroBanCorp's management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls
and procedures (as defined in Exchange Act Rules 13a - 14(c) and 15d -
14(c) under the Securities Exchange Act of 1934). Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are, to the
best of their knowledge, effective.
(b) Subsequent to the date of their evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that there were no significant
changes in MetroBanCorp's internal controls or in other
Page 14 of 19
factors that could significantly affect its internal controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
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 - none.
- ------- ---------------------------------------------------
Item 5. Other Information - none.
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits - Exhibits required by Item 601 of Regulation S-B are listed
in the Exhibit Index hereto.
(b) Reports on Form 8-K:
(1) Form 8-K filed September 6, 2002 - News release announcing
that MetroBanCorp had signed a definitive agreement to be
acquired by First Indiana Corporation.
Page 15 of 19
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, 2002 By: /S/ Ike G. Batalis
-----------------------------------
Ike G. Batalis
President (Principal
Executive Officer)
November 13, 2002 By: /S/ Charles V. Turean
----------------------------------
Charles V. Turean
Executive Vice President
and Chief Financial Officer
(Principal Financial and
Chief Accounting Officer)
Page 16 of 19
CERTIFICATION
1. I have reviewed this quarterly report on Form 10-QSB of MetroBanCorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal control; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
and
6. The registrant's other certifying officers and I have indicated in the
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/S/ Ike G. Batalis
------------------
Ike G. Batalis
President and Chief Executive Officer
Page 17 of 19
CERTIFICATION
1. I have reviewed this quarterly report on Form 10-QSB of MetroBanCorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal control; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
and
6. The registrant's other certifying officers and I have indicated in the
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/S/ Charles V. Turean
---------------------
Charles V. Turean
Executive Vice President and Chief Financial Officer
Page 18 of 19
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2.1 Agreement of Affiliation and Merger, dated as of September
4, 2002 incorporated by reference from Form 8-K filed
September 6, 2002.
99.1 Certification pursuant to 18 U.S.C. Section 1350 for Chief
Executive Officer.
99.2 Certification pursuant to 18 U.S.C. Section 1350 for Chief
Financial Officer.
Page 19 of 19