10QSB 1 met10q.txt U.S. Securities and Exchange Commission Washington D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 (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 ------------------- (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 August 13, 2001: 2,001,338 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 June 30, 2001 and December 31, 2000 3 Consolidated Statements of Operations and Comprehensive Income Three Months Ended June 30, 2001 and 2000 4 Consolidated Statements of Operations and Comprehensive Income Six Months Ended June 30, 2001 and 2000 5 Consolidated Statements of Cash Flows Six Months Ended June 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 15 SIGNATURES 16 Page 2 of 17 MetroBanCorp Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Condition (unaudited) (dollars in thousands)
06/30/01 12/31/00 --------- --------- Assets Cash and Due from Banks $ 15,864 $ 22,192 Securities Held to Maturity (Fair Value: 2001 - $3,229 and 2000 - $3,104) 3,206 3,208 Securities Available for Sale 39,525 37,334 --------- --------- Total Securities 42,731 40,542 Loans held for sale 484 212 Loans, net of allowance of $1,384 and $1,352, respectively 113,574 101,312 Premises and Equipment, net 1,416 1,508 Accrued Interest Receivable and Other Assets 2,124 2,566 --------- --------- Total Assets $ 176,193 $ 168,332 ========= ========= Liabilities Deposits: Non-Interest Bearing $ 31,499 $ 36,139 Interest Bearing 107,470 102,871 --------- --------- Total Deposits 138,969 139,010 Repurchase Agreements 12,666 8,868 Fed Funds Purchased 3,400 -- Other Borrowings 5,000 5,000 Accrued Interest Payable and Other Liabilities 1,534 1,420 --------- --------- Total Liabilities 161,569 154,298 --------- --------- Shareholders' Equity Preferred Stock: 1,000,000 shares authorized; none outstanding -- -- Common Stock: no par value, 3,000,000 shares authorized; 1,992,521 and 2,038,224 issued and outstanding, respectively 14,037 14,352 Retained Earnings/(Accumulated Deficit) 270 (191) Accumulated Other Comprehensive Income/(Loss) 317 (127) --------- --------- Total Shareholders' Equity 14,624 14,034 --------- --------- Total Liabilities and Shareholders' Equity $ 176,193 $ 168,332 ========= =========
See accompanying notes. Page 3 of 17 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) 06/30/01 06/30/00 ---------- ---------- Interest Income Loans, including related fees $ 2,593 $ 2,363 Securities 668 557 Other 1 5 ---------- ---------- Total Interest Income 3,262 2,925 Interest Expense Deposits 1,235 1,143 Other 180 95 ---------- ---------- Total Interest Expense 1,415 1,238 ---------- ---------- Net Interest Income 1,847 1,687 ---------- ---------- Provision for Loan Losses 60 22 ---------- ---------- Net Interest Income after Provision for Loan Losses 1,787 1,665 ---------- ---------- Non-Interest Income Service Charges on Deposit Accounts 154 122 Securities Gains -- 1 Other Service Charges, Commissions and Fees 133 86 ATM Fee Income 97 97 ---------- ---------- Total Non-Interest Income 384 306 Non-Interest Expense Salaries and Employee Benefits 717 634 Occupancy, net 132 125 Equipment 96 108 Advertising and Public Relations 55 69 Legal and Professional 83 64 Data Processing 104 93 Other 326 284 ---------- ---------- Total Non-Interest Expense 1,513 1,377 ---------- ---------- Income Before Income Taxes 658 594 Provision for Income Taxes 250 223 ---------- ---------- Net Income $ 408 $ 371 ========== ========== Comprehensive Income $ 537 $ 402 ========== ========== Basic net income per common share $ 0.20 $ 0.18 Diluted net income per common share $ 0.20 $ 0.18 Weighted Average Shares Outstanding 2,026,860 2,112,122 Weighted Average Shares Outstanding - Assuming Dilution 2,089,451 2,125,632
See accompanying notes. Page 4 of 17 MetroBanCorp Part I. Financial Information Item 1. Financial Statements
Consolidated Statements of Operations and Comprehensive Income (unaudited) Six Months Ended ------------------------- (dollars in thousands, except per share data) 06/30/01 06/30/00 ---------- ---------- Interest Income Loans, including related fees $ 5,129 $ 4,542 Securities 1,376 1,137 Other 5 12 ---------- ---------- Total Interest Income 6,510 5,691 Interest Expense Deposits 2,595 2,233 Other 352 161 ---------- ---------- Total Interest Expense 2,947 2,394 ---------- ---------- Net Interest Income 3,563 3,297 ---------- ---------- Provision for Loan Losses 111 42 ---------- ---------- Net Interest Income after Provision for Loan Losses 3,452 3,255 ---------- ---------- Non-Interest Income Service Charges on Deposit Accounts 291 224 Other Service Charges, Commissions and Fees 237 168 ATM Fee Income 195 175 ---------- ---------- Total Non-Interest Income 723 567 Non-Interest Expense Salaries and Employee Benefits 1,400 1,270 Occupancy, net 266 246 Equipment 194 215 Advertising and Public Relations 114 137 Legal and Professional 143 103 Data Processing 209 188 Other 647 543 ---------- ---------- Total Non-Interest Expense 2,973 2,702 ---------- ---------- Income Before Income Taxes 1,202 1,120 Provision for Income Taxes 455 429 ---------- ---------- Net Income $ 747 $ 691 ========== ========== Comprehensive Income $ 1,191 $ 653 ========== ========== Basic net income per common share $ 0.37 $ 0.33 Diluted net income per common share $ 0.36 $ 0.32 Weighted Average Shares Outstanding 2,032,582 2,125,473 Weighted Average Shares Outstanding - Assuming Dilution 2,094,237 2,144,411
See accompanying notes. Page 5 of 17 MetroBanCorp Part I. Financial Information Item 1. Financial Statements
Consolidated Statements of Cash Flows (unaudited) (dollars in thousands) Six Months Ended ---------------------- 06/30/01 06/30/00 -------- -------- Operating Activities: Net Income $ 747 $ 691 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Provision for Loan Losses 111 42 Depreciation and Amortization 184 200 Net Amortization on Securities 38 72 Change in Accrued Interest Receivable and Other Assets 117 (3) Change in Accrued Interest Payable and Other Liabilities 114 290 Change in Loans Held for Sale (272) (319) -------- -------- Total Adjustments 292 282 -------- -------- Net Cash Provided by Operating Activities 1,039 973 -------- -------- Investing Activities: Proceeds from Maturities and Paydowns of Securities Available for Sale 3,971 2,283 Proceeds from Sales of Securities Available for Sale 5,998 2,500 Purchases of Securities Available for Sale (11,427) -- Proceeds from the Repayment of Student Loans 158 265 Net Loans Made to Customers (12,531) (9,779) Purchases of Premises and Equipment (92) (347) -------- -------- Net Cash Used in Investing Activities (13,923) (5,078) -------- -------- Financing Activities: Change in Deposits (41) 8,651 Change in Fed Funds Purchased 3,400 (3,300) Change in Repurchase Agreements 3,798 (515) FHLB Advances -- 5,000 Cash Dividends Paid (286) (254) Issuance of Common Stock 37 184 Repurchase of Common Stock and Fractional Shares (352) (392) -------- -------- Net Cash Provided by Financing Activities 6,556 9,374 -------- -------- Net Increase/(Decrease) in Cash and Cash Equivalents (6,328) 5,269 Cash and Cash Equivalents at Beginning of Period 22,192 9,526 -------- -------- Cash and Cash Equivalents at End of Period $ 15,864 $ 14,795 ======== ========
See accompanying notes. Page 6 of 17 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 June 30, 2001 and December 31, 2000, and the results of its operations and cash flows for the periods ended June 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 June 30, 2001 2000 ---------- ---------- Basic Net income $ 408 $ 371 ========== ========== Weighted average common shares outstanding 2,026,860 2,112,122 Basic earnings per common share $ 0.20 $ 0.18 ========== ========== Diluted Net income $ 408 $ 371 ========== ========== Weighted average common shares outstanding for basic earnings per common share 2,026,860 2,112,122 Add: Dilutive effects of assumed exercises of stock options 62,591 13,510 ---------- ---------- Average shares and dilutive potential common shares 2,089,451 2,125,632 ========== ========== Diluted earnings per common share $ 0.20 $ 0.18 ========== ========== Page 7 of 17 For the Six Months Ended June 30, 2001 2000 ---------- ---------- Basic Net income $ 747 $ 691 ========== ========== Weighted average common shares outstanding 2,032,582 2,125,473 Basic earnings per common share $ 0.37 $ 0.33 ========== ========== Diluted Net income $ 747 $ 691 ========== ========== Weighted average common shares outstanding for basic earnings per common share 2,032,582 2,125,473 Add: Dilutive effects of assumed exercises of stock options 61,655 18,938 ---------- ---------- Average shares and dilutive potential common shares 2,094,237 2,144,411 ========== ========== Diluted earnings per common share $ 0.36 $ 0.32 ========== ==========
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. Page 8 of 17 MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- The following management discussion is presented to provide information concerning the consolidated financial condition of Metro as of June 30, 2001 as compared to December 31, 2000, and the results of operations for the three and six month periods ending June 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 17 FINANCIAL CONDITION At June 30, 2001, Metro had total assets of $176.2 million, an increase of $7.9 million or 4.7 percent from December 31, 2000. Consolidated earning assets totaled $162.6 million, or 92.3 percent of total assets, at June 30, 2001. The principal components of earning assets were loans in the amount of $115.4 million or 71.0 percent of total earning assets, securities of $42.7 million or 26.2 percent of total earning assets and interest bearing due from bank accounts of $4.5 million or 2.8 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 $12.6 million or 12.2 percent from December 31, 2000 to June 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 June 30, 2001, net loans amounted to 64.7 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 83.1 percent at June 30, 2001, compared to 74.0 percent at year end 2000.
Loan Portfolio at Period-End (dollars in thousands) June 30, 2001 December 31, 2000 % Change ----------------- --------------------- ------------- Commercial & Agricultural $28,131 $24,261 15.95% Real Estate - Construction 4,880 2,504 94.89% Real Estate - Mortgage 55,402 49,229 12.54% Installment 24,153 23,848 1.28% Student Loans 2,876 3,034 (5.21%) ----------------- --------------------- ------------- Gross Loans 115,442 102,876 12.21% Less: Allowance for Loan Losses (1,384) (1,352) 2.37% ----------------- --------------------- ------------- Loans, net $114,058 $101,524 12.35% ================= ===================== =============
Delinquent loans at June 30, 2001 were $1,099,000, representing 1.0 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 June 30, 2001 amounted to $99,000, compared to $412,000 at December 31, 2000. At June 30, 2001 and December 31, 2000, Metro had an allowance for loan losses of $1,384,000 and $1,352,000, respectively, representing 1.2 percent and 1.3 percent, respectively, of gross loans at June 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 and non-accruing loans during 2001. Page 10 of 17
Allowance for Loan Losses Activity Six months ended June 30, 2001 and 2000 (dollars in thousands) 2001 2000 ---- ---- Allowance for Loan Losses, January 1 $1,352 $1,464 Loans Charged-Off: Commercial (79) (70) Real Estate - - Mortgage - - Installment (17) (22) Student Loans - - ----------- ----------- Total Charged-Off Loans (96) (92) ----------- ----------- Recoveries on Charged-Off Loans: Commercial 10 9 Real Estate - - Mortgage - - Installment 7 5 Student Loans - - ----------- ----------- Total Recoveries 17 14 ----------- ----------- Net Charged-Off Loans (79) (78) ----------- ----------- Provision for Loan Losses 111 42 ----------- ----------- Allowance for Loan Losses, June 30 $1,384 $1,428 =========== =========== Average Loans Outstanding $106,804 $90,738 =========== =========== Net Charged-Off loans to Average Loans .074% .086% =========== ===========
SECURITIES ---------- Total securities at June 30, 2001 were $42.7 million, increasing by $2.2 million or 5.4 percent from the amount at December 31, 2000. Purchases of securities totaled $11.4 million during the first half of 2001, which offset reductions from securities sold, principal paydowns and maturities. DEPOSITS -------- Total deposits at June 30, 2001 amounted to $139.0 million remaining unchanged from total deposits at December 31, 2000. Since December 31, 2000, non-interest bearing demand deposits decreased by $4.6 million or 12.8 percent, while interest bearing deposits increased by $4.6 million or 4.5 percent. OTHER LIABILITIES ----------------- Liabilities other than deposits increased to $22.6 million from $15.3 million at December 31, 2000. This change resulted principally from increases in short-term funding sources. Repurchase agreements increased $3.8 million or 42.8 percent combined with an increase in federal funds purchased of $3.4 million. Liabilities other than deposits also include $5.0 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 17 CAPITAL ------- For the six months ending June 30, 2001, Metro's total capital increased by a net amount of $590,000. Year to date earnings amounted to $747,000. Common stock increased by $37,000, consisting of $5,000 as a result of grants of Metro's common stock to employees under the MetroBanCorp Equity Ownership Plan and $32,000 from directors exercising 6,370 options for shares of Metro common stock. Changes in security market value resulted in accumulated other comprehensive income increasing by $444,000. The total decrease in capital amounted to $638,000, resulting from the repurchase of 52,558 shares of Metro common stock and fractional shares from the stock dividend for $352,000, and dividend payments to Metro shareholders in the amount of $286,000. 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 June 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 June 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 $15,692 12.70% > $12,358 > 10.00% - - MetroBank $13,628 11.08% > $12,299 > 10.00% - - Tier 1 Capital (to Risk Weighted Assets) Metro $14,308 11.58% > $7,415 > 6.00% - - MetroBank $12,244 9.95% > $7,380 > 6.00% - - Tier 1 Capital (to Average Assets) Metro $14,308 8.56% > $8,357 > 5.00% - - MetroBank $12,244 7.42% > $8,251 > 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 $3.5 million for the six months ended June 30, 2001, compared to $3.3 million for the comparable period of 2000, an increase of 6.1 percent. The increase in net interest income was driven primarily by an increase in loan volume. Metro's provision for loan losses was $111,000 for the six months ended June 30, 2001, compared to $42,000 for the same Page 12 of 17 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 $3.0 million for the six month period ending June 30, 2001, compared to $2.7 million for the same period one year earlier, an increase of 10.0 percent. Approximately 48 percent of this increase resulted from a 10.2 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 $747,000 for the six month period ending June 30, 2001, compared to $691,000 for the same period one year earlier, an increase of 8.1 percent. Net income for the three months ended June 30, 2001 was $408,000, up 10.0 percent over 2000's same period net income of $371,000. Results for the quarter reflect the same trends as do year to date results. Page 13 of 17 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 ------- --------------------------------------------------- (a) Metro held its annual meeting of shareholders on May 17, 2001. (b) At the annual meeting, Metro's shareholders elected eleven directors to serve until the next annual meeting of the shareholders and until their successors are duly elected, qualified and serving. The votes cast for the directors at the annual meeting were as follows:
Number of Votes ------------------------------------------------ Director's Name Broker For Withheld Non-Votes ------------------------------- ------------- ------------ ------------ Chris G. Batalis 1,637,556 950 343,851 Ike G. Batalis 1,637,798 708 343,851 Terry L. Eaton 1,638,191 315 343,851 Evans M. Harrell 1,637,811 695 343,851 James F. Keenan 1,631,825 6,681 343,851 Robert L. Lauth, Jr. 1,638,191 315 343,851 James C. Lintzenich 1,638,191 315 343,851 Edward G. McMahon 1,637,430 1,076 343,851 R. D. "Rusty" Richardson 1,638,191 315 343,851 Edward R. Schmidt 1,637,937 569 343,851 Donald F. Walter 1,638,065 441 343,851 ------------------------------- ------------- ------------ ------------
(c) (i) At the annual meeting, Metro's shareholders approved the adoption of the MetroBanCorp Directors' Retirement Plan and ratified, confirmed and approved the acts and actions of the Board in adopting the MetroBanCorp Directors' Retirement Plan. For: 1,569,191 Against: 62,393 Abstaining: 11,199 --------- ------ ------ Broker Non-Votes: 339,954 ------- (ii) At the annual meeting, Metro's shareholders also ratified the appointment of Crowe, Chizek and Company LLP as independent public accountants for MetroBanCorp and its subsidiary for the fiscal year ending December 31, 2001. For: 1,637,337 Against: 5,019 Abstaining: 427 --------- ----- --- Broker Non-Votes: 339,954 ------- Item 5. Other Information ------- ----------------- As of June 29, 2001, MetroBank's in-store banking office located in the Cub Foods Store at 14610 U.S. Highway 31 North, Carmel, Indiana closed. This resulted from the Cub Foods departure in the Central Indiana market and the closing of all area Cub Foods Stores. Page 14 of 17 Item 6. Exhibits and Reports on Form 8-K ------- -------------------------------- (a) Exhibits - none. (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarterly period ending June 30, 2001. Page 15 of 17 SIGNATURES ---------- In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. METROBANCORP (Registrant) August 13, 2001 By: /S/ Ike G. Batalis ----------------------------------- Ike G. Batalis President (Principal Executive Officer) August 13, 2001 By: /S/ Charles V. Turean ----------------------------------- Charles V. Turean Executive Vice President (Principal Financial and Accounting Officer) Page 16 of 17