U.S. Securities and Exchange Commission
Washington D.C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
[X] EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1999.
Commission file number: 0-23790
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MetroBanCorp
- ------------
(Exact name of small business issuer as specified in its charter)
Indiana 35-1712167
- -----------------------------------------------------------------------------
(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
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(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: 1,939,209 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 Statement of Condition
September 30, 1999 and December 31, 1998 3
Consolidated Statement of Operations
Three Months Ended September 30, 1999 and 1998 4
Consolidated Statement of Operations
Nine months Ended September 30, 1999 and 1998 5
Consolidated Statement of Cash Flows
Nine months Ended September 30, 1999 and 1998 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 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 14
EXHIBITS
Page 2
MetroBanCorp
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statement of Condition
(unaudited)
(dollars in thousands)
09/30/99 12/31/98
--------- ---------
Assets
Cash and Due from Banks $ 10,181 $ 7,719
Federal Funds Sold 1,200 2,325
--------- ---------
Total Cash and Cash Equivalents 11,381 10,044
Investment Securities HTM - at Cost 3,607 3,605
Investment Securities AFS - at Market 36,897 37,726
--------- ---------
Total Investment Securities 40,504 41,331
Loans:
Gross Loans 86,763 80,469
Less: Allowance for Loan Losses (1,457) (1,300)
--------- ---------
Loans, Net 85,306 79,169
Premises and Equipment, Net 1,424 1,536
Accrued Interest Receivable 967 956
Core Deposit Intangible, Net -- 41
Deferred Tax Asset 823 554
Other Assets 416 349
--------- ---------
Total Assets $ 140,821 $ 133,980
========= =========
Liabilities
Deposits:
Non-Interest Bearing Demand $ 27,166 $ 29,534
Interest Bearing:
Savings and NOW Accounts 62,145 46,594
Time Deposits of $100,000 and over 10,356 11,728
Other Time Deposits 26,216 31,972
--------- ---------
Total Deposits 125,883 119,828
Accrued Interest Payable 408 449
Other Liabilities 1,338 864
--------- ---------
Total Liabilities 127,629 121,141
--------- ---------
Commitments and Contingencies -- --
Shareholders' Equity
Preferred Stock: 1,000,000 Shares Authorized; None Outstanding -- --
3,000,000 Shares Authorized;
Common Stock:
1,939,209 Shares Issued and Outstanding in 1999
1,941,726 Shares Issued and Outstanding in 1998 13,526 13,548
Accumulated Earnings (15) (756)
Net Unrealized Gain/(Loss) on Investment Securities AFS (319)
47
--------- ---------
Total Shareholders' Equity 13,192 12,839
--------- ---------
Total Liabilities and Shareholders' Equity $ 140,821 $ 133,980
========= =========
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
-----------------------
09/30/99 09/30/98
---------- ----------
Interest Income
Interest and Fees on Loans $ 2,022 $ 1,987
Interest on Investment Securities 575 473
Interest on Federal Funds Sold 23 98
---------- ----------
Total Interest Income 2,620 2,558
Interest Expense
Interest on Deposits 1,013 1,118
Other Interest Expense 12 --
---------- ----------
Total Interest Expense 1,025 1,118
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Net Interest Income 1,595 1,440
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Provision for Loan Losses 58 75
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Net Interest Income after Provision for Loan Losses 1,537 1,365
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Non-Interest Income
Service Charges on Deposit Accounts 100 95
Other Service Charges, Commissions and Fees 172 155
---------- ----------
Total Non-Interest Income 272 250
Non-Interest Expense
Salaries and Employee Benefits 567 488
Occupancy Expense 110 100
Equipment Expense 88 81
Advertising and Public Relations 63 60
Legal, Professional and Audit Services 36 47
Data Processing 83 76
Amortization of Core Deposit Intangible -- 35
Other 221 217
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Total Non-Interest Expense 1,168 1,104
Income before Income Taxes 641 511
Applicable Income Taxes 252 200
---------- ----------
Net Income $ 389 $ 310
========== ==========
Net Income per Common Share $ 0.20 $ 0.16
Net Income per Common Share - Assuming Dilution $ 0.19 $ 0.15
Weighted Average Shares Outstanding 1,939,209 1,941,726
Weighted Average Shares Outstanding - Assuming Dilution 2,002,794 2,022,046
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)
Nine months Ended
-------------------------
09/30/99 09/30/98
----------- -----------
Interest Income
Interest and Fees on Loans $ 5,846 $ 5,839
Interest on Investment Securities 1,689 1,220
Interest on Federal Funds Sold 64 327
----------- -----------
Total Interest Income 7,599 7,386
Interest Expense
Interest on Deposits 2,971 3,204
Other Interest Expense 26 --
----------- -----------
Total Interest Expense 2,997 3,204
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Net Interest Income 4,602 4,182
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Provision for Loan Losses 174 225
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Net Interest Income after Provision for Loan Losses 4,428 3,957
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Non-Interest Income
Service Charges on Deposit Accounts 298 262
Loss on Sale of Investment Securities -- (8)
Other Service Charges, Commissions and Fees 513 439
----------- -----------
Total Non-Interest Income 811 693
Non-Interest Expense
Salaries and Employee Benefits 1,638 1,496
Occupancy Expense 321 307
Equipment Expense 257 253
Advertising and Public Relations 188 184
Legal, Professional and Audit Services 123 146
Data Processing 250 241
Amortization of Core Deposit Intangible 41 105
Other 681 694
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Total Non-Interest Expense 3,499 3,426
Income before Income Taxes 1,740 1,224
Applicable Income Taxes 678 487
----------- -----------
Net Income $ 1,062 $ 737
=========== ===========
Net Income per Common Share $ 0.55 $ 0.38
Net Income per Common Share - Assuming Dilution $ 0.53 $ 0.36
Weighted Average Shares Outstanding 1,939,321 1,941,726
Weighted Average Shares Outstanding - Assuming Dilution 2,003,414 2,037,939
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)
Nine months Ended
--------------------
09/30/99 09/30/98
-------- --------
Cash Flows from Operating Activities:
Net Income $ 1,062 $ 737
Adjustments to Reconcile Net Income to
Cash Provided by Operating Activities:
Provision for Loan Losses 174 225
Depreciation and Amortization 275 314
Loss on Sale of Securities -- 8
(Increase) in Accrued Interest Receivable (11)
(55)
(Increase)/Decrease in Other Assets (353) 66
Increase/(Decrease) in Accrued Interest Payable (41)
16
Increase in Other Liabilities 474 200
-------- --------
Total Adjustments 518 774
-------- --------
Net Cash Flows Provided by Operating Activities 1,580 1,511
-------- --------
Cash Flows from Investing Activities:
Proceeds from Maturities of Investment Securities Held to Maturity -- 6,520
Proceeds from Maturities of Investment Securities Available for Sale 8,461 7,873
Proceeds from Sales of Investment Securities Available for Sale 1,100 3,500
Purchases of Investment Securities Available for Sale (9,100) (22,155)
Purchases of Investment Securities Held to Maturity -- (1,717)
Proceeds from the Sale of Student Loans 32 364
Proceeds from the Repayment of Student Loans 464 (4,183)
Net Loans Made to Customers (6,792) (271)
Purchases of Premises and Equipment (121) --
-------- --------
Net Cash Flows (Used in) Investing Activities (5,956) (10,069)
-------- --------
Cash Flows from Financing Activities:
Net Increase in DDA, NOW and Savings Accounts 13,222 6,594
Net Increase/(Decrease) in Time Deposits (7,167) 3,287
Cash Dividends Paid (320) --
Issuance of Common Stock 3 --
Repurchases of Common Stock (25) (261)
-------- --------
Net Cash Flows Provided by Financing Activities 5,713 9,620
-------- --------
Net Increase in Cash and Cash Equivalents 1,337 1,062
Cash and Cash Equivalents at Beginning of Period 10,044 17,095
-------- --------
Cash and Cash Equivalents at End of Period $ 11,381 $ 18,157
======== ========
See "Notes to Consolidated 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
September 30, 1999 and December 31, 1998, and the results of its
operations and cash flows for the periods ended September 30, 1999
and 1998.
These financial statements should be read in conjunction with Metro's
latest Annual Report on Form 10-KSB for the year ending December 31,
1998.
2. Investments
-----------
The market value and amortized cost of investment securities of Metro
as of September 30, 1999 are set forth below:
Market Value Amortized Cost
------------ --------------
Held to Maturity $ 3,480,413 $ 3,606,820
Available for Sale 36,897,155 37,450,630
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Total Investments $ 40,377,568 $ 41,057,450
============ ============
3. Allowance for Loan and Lease Losses
-----------------------------------
As of September 30, 1999, Metro had investments in loans which are
impaired in accordance with SFAS Nos. 114 and 118 of $360,859. There
was no related specific allowance on impaired loans as of this date.
Metro's policy for recognizing income on impaired loans is to accrue
earnings until a loan is classified as impaired. For loans which
receive the classification of impaired during the current period,
interest accrued to date is charged against current earnings. All
payments received on a loan which is classified as impaired are
utilized to reduce the outstanding principal balance.
Page 7
4. Comprehensive Income
--------------------
During the first quarter of 1998, Metro adopted Statement of
Financial Accounting Standards No. 130, "Reporting 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 unrealized gains and
losses on available for sale securities. Total comprehensive income
was $330,000 and $377,000 for the three month period ended September
30, 1999 and 1998, respectively. Total comprehensive income was
$696,000 and $804,000 for the nine month period ended September 30,
1999 and 1998, respectively.
5. Per Share Data
--------------
Basic net income per common share is computed by dividing net income
by the weighted average number of common shares outstanding during
each year. Net income per common share, assuming full dilution, is
computed as above 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 net income per
common share and net income per common share assuming full dilution:
For the Three Months Ended
---------------------------------------------------------------------------
September 30, September 30,
1999 1998
------------------------------------- -------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------------------------------- -------------------------------------
Income Available to Common
Stockholders $389,000 1,939,209 $310,000 1,941,726
Net Income per Common Share $0.20 $0.16
===== =====
Effects of Dilutive Options
Stock Options - 63,585 - 80,320
----------------------- ------------------------
Net Income per Common
Share - Assuming Dilution $389,000 2,002,794 $0.19 $310,000 2,022,046 $0.15
================================== ====================================
Page 8
For the Nine Months Ended
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September 30, September 30,
1999 1998
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Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
------------------------------------- -------------------------------------
Income Available to Common
Stockholders $1,062,000 1,939,209 $737,000 1,941,726
Net Income per Common Share $0.55 $0.38
===== =====
Effects of Dilutive Options
Stock Options - 69,088 - 96,213
----------------------- ------------------------
Net Income per Common
Share - Assuming Dilution $1,062,000 2,008,297 $0.53 $737,000 2,037,939 $0.36
================================== ====================================
Per share data included in Metro's consolidated statement of
operations for the three and nine month periods ended September 30,
1999 and 1998 was based on the weighted average number of common
shares outstanding.
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 September 30,
1999 as compared to December 31, 1998, and the results of operations for the
three and nine month periods ending September 30, 1999 and 1998.
FINANCIAL CONDITION
At September 30, 1999, Metro had total assets of $140.8 million, an increase of
$6.8 million or 5.1 percent from December 31, 1998. Consolidated earning assets
totaled to $128.1 million, or 91.0 percent of total assets, at September 30,
1999. The principal components of earning assets were loans in the amount of
$86.4 million or 67.4 percent of total earning assets, and investment securities
of $40.5 million or 31.6 percent of total earning assets. Earning assets at
December 31, 1998 were $124.1 million, or 92.6 percent of total assets.
Page 9
LOANS
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Total gross loans outstanding increased $6,294,000 or 7.8 percent from December
31, 1998 to September 30, 1999. At September 30, 1999, net loans amounted to
60.6 percent of total assets as compared to 59.1 percent at year end 1998.
Metro's loan to deposit ratio, which is one measure of liquidity, was 67.8
percent at September 30, 1999, as compared to 66.1 percent at year end 1998.
Loan Portfolio at Period-End
(dollars in thousands)
September 30, 1999 December 31, 1998 % Change
------------------ ----------------- -------------
Commercial $58,375 $50,556 15.47%
Real Estate - Construction 1,320 2,399 (44.98)%
Mortgage 211 776 (72.81)%
Installment 22,949 22,333 2.76%
Student Loans 3,908 4,405 (11.28)%
------------------ ----------------- -------------
Total Loans $86,763 $80,469 7.82%
Less:
Allowance for Loan Losses (1,457) (1,300) 12.08%
------------------ ----------------- -------------
Net Loans $85,306 $79,169 7.75%
================== ================= =============
Delinquent loans at September 30, 1999 were $947,000, representing 1.09 percent
of total loans outstanding. At December 31, 1998, delinquent loans were $1.3
million or 1.6 percent of total loans outstanding. Delinquent loans in both
periods shown above consisted primarily of student loans guaranteed by a third
party. Non-accruing loans at September 30, 1999 amounted to $361,000 as compared
to $369,000 at December 31, 1998. There were $14,000 of loans charged-off and no
recoveries received for the three month period ending September 30, 1999.
At September 30, 1999 and December 31, 1998, Metro had an allowance for loan
losses of $1,457,000 and $1,300,000, respectively. The percentage of provision
for loan losses to ending loans amounted to 1.68 percent and 1.62 percent for
September 30, 1999 and December 31, 1998, 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 adequacy of Metro's loan loss reserve account.
Page 10
Allowance for Loan Losses
Nine months ended September 30, 1999 and 1998
(dollars in thousands)
1999 1998
---- ----
Allowance for Loan Losses, January 1 $1,300 $998
Loans Charged-Off:
Commercial (2) -
Real Estate - -
Mortgage - -
Installment (20) (17)
Student Loans - -
------------ -----------
Total Charged-Off Loans (22) (17)
------------ -----------
Recoveries on Charged-Off Loans:
Commercial 3 -
Real Estate - -
Mortgage - -
Installment 2 21
Student Loans - -
------------ -----------
Total Recoveries 5 21
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Net Charged-Off Loans (17) 4
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Provision for Loan Losses 174 224
------------ -----------
Allowance for Loan Losses, September 30 $1,457 $1,226
============ ===========
Average Loans Outstanding $80,498 $79,656
============ ===========
Net Charged-Off loans to Average Loans .02% -.01%
============ ===========
INVESTMENT SECURITIES
- ---------------------
Total investments at September 30, 1999 were $40.5 million, decreasing by
$827,000 or 2.0 percent from the amount at December 31, 1998. This decrease was
due primarily to principal paydowns and maturities within the investment
securities available for sale category.
DEPOSITS
- --------
Total deposits at September 30, 1999 amounted to $125.9 million in comparison to
$119.8 million at December 31, 1998, representing an increase of $6.1 million.
Since December 31, 1998, non-interest bearing demand deposits decreased by $2.4
million or 8.0 percent, while interest bearing deposits increased by $8.4
million or 9.3 percent.
Page 11
OTHER LIABILITIES
- -----------------
Other liabilities increased to $1,338,000 from $864,000 from December 31, 1998.
Total liabilities increased by $6.5 million or 5.4 percent to $127.6 million
since December 31, 1998.
CAPITAL
- -------
Metro's total capital increased by a net amount of $353,000 or 2.7 percent
during the first nine months of 1999. Metro's earnings in the first nine months
of 1999 amounted to $1,062,000. The net unrealized loss on investment securities
available for sale amounted to $(319,000) at September 30, 1999, decreasing by
$366,000 since December 31, 1998. Capital decreased by $320,000 in 1999
following the payment of a $.055 quarterly cash dividend per common share
outstanding in the months of March, June and September, 1999. Capital also
decreased by $25,000 as a result of repurchases of common stock by Metro during
the first quarter of 1999. Capital increased by $3,000 as a result of grants of
common stock to employees of MetroBank under the MetroBanCorp Employee Equity
Ownership Plan.
During the first quarter of 1999, the Board of Directors of Metro declared a ten
percent stock dividend issuable February 8, 1999 to shareholders of record as of
January 19, 1999. Fractional share interests resulting from the stock dividend
were paid in cash. All share and per share data presented herein have been
restated for the effect of this stock dividend.
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, as of
September 30, 1999, that 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, 1999 (dollars in
thousands):
To Be Well Capitalized
Under Prompt Corrective
Actual Action Provisions
-------------------- -----------------------
Amount Ratio Amount Ratio
-------- ------- --------- -------
Total Capital
(to Risk Weighted Assets)
Metro $14,675 15.82% > $9,279 > 10.00%
MetroBank $12,199 13.24% > $9,214 > 10.00%
Tier 1 Capital
(to Risk Weighted Assets)
Metro $13,511 14.56% > $5,567 > 6.00%
MetroBank $11,044 11.99% > $5,529 > 6.00%
Tier 1 Capital
(to Average Assets)
Metro $13,511 10.17% > $6,640 > 5.00%
MetroBank $11,044 8.47% > $6,523 > 5.00%
Page 12
As of December 31, 1998, 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 table. There are no conditions or events since this notification
that management believes have changed MetroBank's capital category.
RESULTS OF OPERATIONS
NET INTEREST INCOME
- -------------------
Net interest income after provision for loan losses was $4.4 million for the
nine months ended September 30, 1999, compared to $4.0 million for the
comparable period of 1998, an increase of 11.9 percent. MetroBank's provision
for loan loss expense was $174,000 for the nine months ended September 30, 1999,
compared to $225,000 for the same period in 1998. The provision made in 1999 was
a level considered necessary by management to absorb estimated losses in the
loan portfolio and is based upon an assessment of the adequacy of MetroBank's
loan loss reserve account.
NON-INTEREST EXPENSE
- --------------------
Non-interest expense amounted to $3.5 million for the nine month period ending
September 30, 1999, an amount similar to total non-interest expense for the same
period in 1998.
NET INCOME
- ----------
Metro recognized net income of $1,062,000 for the nine month period ending
September 30, 1999, compared to $737,000 for the same period one year earlier.
This represents an increase of 44.1 percent compared to the same nine month
period in 1998.
PART II. OTHER INFORMATION
--------------------------
Item 5. Other Information
- ------- -----------------
During the third quarter of 1999, MetroBank received regulatory approval to
establish two branch banking facilities. One facility will be within the Cub
Foods Supermarket currently operating at 14610 U.S. 31 North, Westfield,
Indiana. The opening of this in-store branch is scheduled for the fourth quarter
of 1999.
The other banking facility will be located at 11815 Allisonville Road, Fishers,
Indiana, as a tenant in an existing retail shopping center. The expected opening
is first quarter, 2000. Both facilities are in growing communities of Hamilton
County and will provide greater convenience and accessibility for current and
potential MetroBank customers.
Page 13
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits:
Exhibit 27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended September 30,
1999.
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 10, 1999 By: /S/ Ike G. Batalis
-----------------------------
Ike G. Batalis
Chairman and
President (Principal
Executive Officer)
November 10, 1999 By: /S/ Charles V. Turean
-----------------------------
Charles V. Turean
Executive Vice President
(Principal Financial and
Accounting Officer)
Page 14