-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARw7y/4hv9/uv8wcLczsU4GiIMF2/EuSG+IgRotTfE50NBbRzMms3+oE3J+g5aKN CTOFqJ89iwejIPKYDxEibg== 0000926274-98-000236.txt : 19980814 0000926274-98-000236.hdr.sgml : 19980814 ACCESSION NUMBER: 0000926274-98-000236 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROBANCORP CENTRAL INDEX KEY: 0000818999 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351712167 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-23790 FILM NUMBER: 98684991 BUSINESS ADDRESS: STREET 1: 10333 N MERIDIAN ST STREET 2: SUITE 111 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 BUSINESS PHONE: 3175732400 MAIL ADDRESS: STREET 1: 10333 N MERIDIAN STREET STREET 2: SUITE 111 CITY: INDIANAPOLIS STATE: IN ZIP: 46290 10QSB 1 ================================================================================ 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, 1998. 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 incorporation or organization) Identification No.) 10333 N. MERIDIAN STREET, SUITE 111, INDIANAPOLIS, INDIANA 46290 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (317) 573-2400 - -------------------------------------------------------------------------------- (Issuer's telephone number) http://www.metb.com - ------------------- (Issuer's Internet Website Address) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,765,308 Shares of Common Stock - -------------------------------- Transitional Small Business Disclosure Format: Yes No X --- --- ================================================================================ METROBANCORP FORM 10-QSB INDEX PART I - FINANCIAL INFORMATION Page ---- Item 1. Financial Statements Consolidated Statement of Condition June 30, 1998 and December 31, 1997 3 Consolidated Statement of Operations Three Months Ended June 30, 1998 and 1997 4 Consolidated Statement of Operations Six Months Ended June 30, 1998 and 1997 5 Consolidated Statement of Cash Flows Six Months Ended June 30, 1998 and 1997 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 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 EXHIBITS 2 METROBANCORP PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CONDITION (unaudited) (dollars in thousands)
06/30/98 12/31/97 -------- -------- Assets Cash and Due from Banks $ 9,825 $ 9,595 Federal Funds Sold 8,150 7,500 -------- -------- Total Cash and Cash Equivalents 17,975 17,095 Investment Securities HTM - at Cost 9,418 9,519 Investment Securities AFS - at Market 24,331 18,518 -------- -------- Total Investment Securities 33,749 28,037 Loans: Gross Loans 78,562 77,295 Less: Allowance for Loan Losses (1,149) (998) -------- -------- Loans, Net 77,413 76,297 Premises and Equipment, Net 1,523 1,406 Accrued Interest Receivable 874 834 Core Deposit Intangible, Net 111 182 Deferred Tax Asset 391 419 Other Assets 397 448 -------- -------- Total Assets $132,433 $124,718 ======== ======== Liabilities Deposits: Non-Interest Bearing Demand $ 26,785 $28,552 Interest Bearing: Savings and NOW Accounts 47,037 40,500 Time Deposits of $100,000 and over 14,096 12,530 Other Time Deposits 30,742 29,652 -------- ------- Total Deposits 118,660 111,234 Accrued Interest Payable 472 426 Other Liabilities 920 926 -------- ------- Total Liabilities 120,052 112,586 -------- ------- Commitments and Contingencies - - Shareholders' Equity Preferred Stock: 1,000,000 Shares Authorized; None Outstanding - - Common Stock: 3,000,000 Shares Authorized; 1,765,308 Shares Issued and Outstanding 12,134 11,210 Accumulated Earnings 210 880 Net Unrealized Gain on Investment Securities AFS 37 42 -------- -------- Total Shareholders' Equity 12,381 12,132 -------- -------- Total Liabilities and Shareholders' Equity $132,433 $124,718 ======== ========
See "Notes to Consolidated Financial Statements" 3 METROBANCORP PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) (dollars in thousands, except share data)
Three Months Ended ------------------------- 06/30/98 06/30/97 ---------- ---------- Interest Income Interest and Fees on Loans $ 1,944 $ 1,789 Interest on Investment Securities 390 406 Interest on Federal Funds Sold 114 6 ---------- ---------- Total Interest Income 2,448 2,201 Interest Expense Interest on Deposits 1,054 914 Other Interest Expense - 19 ---------- ---------- Total Interest Expense 1,054 933 ---------- ---------- Net Interest Income 1,394 1,268 ---------- ---------- Provision for Loan Losses 75 38 ---------- ---------- Net Interest Income after Provision for Loan Losses 1,319 1,230 ---------- ---------- Non-Interest Income Service Charges on Deposit Accounts 88 79 Loss on Sale of Investment Securities - (16) Other Service Charges, Commissions and Fees 157 127 ---------- ---------- Total Non-Interest Income 245 190 Non-Interest Expense Salaries and Employee Benefits 505 463 Occupancy Expense 103 86 Equipment Expense 84 99 Advertising and Public Relations 59 66 Legal, Professional and Audit Services 44 53 Data Processing 85 74 Student Loan Servicing Fees 9 21 FDIC Insurance Assessment 2 20 Amortization of Core Deposit Intangible 35 35 Postage Expense 12 13 Telephone Expense 20 24 Other 196 192 ---------- ---------- Total Non-Interest Expense 1,154 1,146 Income before Income Taxes 410 274 Applicable Income Taxes 166 112 ---------- ---------- Net Income $ 244 $ 162 ========== ========== Net Income per Common Share $ 0.14 $ 0.09 Net Income per Common Share - Assuming Dilution $ 0.13 $ 0.09 Weighted Average Shares Outstanding 1,765,308 1,765,308 Weighted Average Shares Outstanding - Assuming Dilution 1,843,443 1,778,448
See "Notes to Consolidated Financial Statements" 4 METROBANCORP PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) (dollars in thousands, except share data)
Six Months Ended --------------------------- 06/30/98 06/30/97 ------------ ------------ Interest Income Interest and Fees on Loans $ 3,852 $ 3,384 Interest on Investment Securities 747 819 Interest on Federal Funds Sold 229 10 ------------ ------------ Total Interest Income 4,828 4,213 Interest Expense Interest on Deposits 2,086 1,784 Other Interest Expense - 28 ------------ ------------ Total Interest Expense 2,086 1,812 ------------ ------------ Net Interest Income 2,742 2,401 ------------ ------------ Provision for Loan Losses 149 67 ------------ ------------ Net Interest Income after Provision for Loan Losses 2,593 2,334 ------------ ------------ Non-Interest Income Service Charges on Deposit Accounts 167 154 Loss on Sale of Investment Securities (8) (16) Other Service Charges, Commissions and Fees 284 297 ------------ ------------ Total Non-Interest Income 443 435 Non-Interest Expense Salaries and Employee Benefits 1,008 921 Occupancy Expense 207 159 Equipment Expense 172 181 Advertising and Public Relations 124 118 Legal, Professional and Audit Services 99 94 Data Processing 165 144 Student Loan Servicing Fees 20 43 FDIC Insurance Assessment 5 40 Amortization of Core Deposit Intangible 70 70 Postage Expense 27 29 Telephone Expense 42 43 Other 383 394 ------------ ------------ Total Non-Interest Expense 2,322 2,236 Income before Income Taxes 714 533 Applicable Income Taxes 287 216 ------------ ------------ Net Income $ 427 $ 317 ============ ============ Net Income per Common Share $ 0.24 $ 0.18 Net Income per Common Share - Assuming Dilution $ 0.23 $ 0.18 Weighted Average Shares Outstanding 1,765,308 1,765,308 Weighted Average Shares Outstanding - Assuming Dilution 1,845,365 1,774,082
See "Notes to Consolidated Financial Statements" 5 METROBANCORP PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) (dollars in thousands, except share data)
Six Months Ended --------------------------- 06/30/98 06/30/97 ------------ ------------ Cash Flows from Operating Activities: Net Income $ 427 $ 317 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Provision for Loan Losses 149 67 Depreciation and Amortization 211 219 Gain on Sale of Real Estate - (56) Loss on Sale of Securities 8 16 Increase in Accrued Interest Receivable (40) (22) Decrease in Other Assets 79 104 Increase in Accrued Interest Payable 46 82 Increase/(Decrease) in Other Liabilities (6) 112 ------------ ------------ Total Adjustments 447 522 ------------ ------------ Net Cash Flows Provided by Operating Activities 874 839 ------------ ------------ Cash Flows from Investing Activities: Proceeds from Maturities of Investment Securities Held to Maturity 1,020 54 Proceeds from Maturities of Investment Securities Available for Sale 2,546 - Proceeds from Sales of Investment Securities Available for Sale 3,500 4,193 Purchases of Investment Securities Available for Sale (11,875) (2,496) Purchases of Investment Securities Held to Maturity (921) - Proceeds from the Sale of Student Loans - 3,085 Proceeds from the Repayment of Student Loans 280 975 Net Loans Made to Customers (1,547) (12,767) Purchases of Premises and Equipment (251) (334) Proceeds from the Sale of Real Estate - 461 ------------ ------------ Net Cash Flows Used in Investing Activities (7,248) (6,829) ------------ ------------ Cash Flows from Financing Activities: Net Increase/(Decrease) in DDA, NOW and Savings Accounts 4,770 (2,900) Net Increase in Time Deposits 2,656 1,940 Net Increase in Federal Funds Purchased - 1,100 Net Decrease in Securities Sold Under Agreements to Repurchase - (1,500) Cash Dividends Paid (172) (168) ------------ ------------ Net Cash Flows Provided by/(Used in) Financing Activities 7,254 (1,528) ------------ ------------ Net Increase/(Decrease) in Cash and Cash Equivalents 880 (7,518) Cash and Cash Equivalents at Beginning of Period 17,095 13,775 ------------ ------------ Cash and Cash Equivalents at End of Period $ 17,975 $ 6,257 ============ ============
See "Notes to Consolidated Financial Statements" 6 MetroBanCorp Notes to Consolidated Financial Statements 1. Basis of Presentation --------------------- The consolidated financial statements include the accounts of MetroBanCorp and its wholly-owned affiliate, MetroBank (together, "Metro"). All significant intercompany transactions and balances have been eliminated. In the opinion of management of Metro, the consolidated financial statements contain all the normal and recurring adjustments necessary to present fairly the consolidated financial condition of Metro as of June 30, 1998 and December 31, 1997, and the results of its operations and cash flows for the six months ended June 30, 1998 and 1997. These financial statements should be read in conjunction with Metro's latest Annual Report on Form 10-KSB for the year ending December 31, 1997. 2. Investments ----------- The market value and amortized cost of investment securities of Metro as of June 30, 1998 are set forth below: Market Value Amortized Cost ------------ -------------- Held to Maturity $ 9,316,000 $ 9,418,000 Available for Sale 24,331,000 24,235,000 ------------ ------------ Total Investments $ 33,647,000 $ 33,653,000 ============ ============ 3. Allowance for Loan and Lease Losses ----------------------------------- As of June 30, 1998, Metro had investments in loans which are impaired in accordance with Statement of Financial Accounting Standard Nos. 114 and 118 of $326,000. Of this amount, $319,000 had no related specific allowance. The remaining $7,000 of impaired loans were fully reserved. 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 principal outstanding. 7 For the six months ended June 30, 1998, the average balance of impaired loans was $121,000. Additionally, there was $10,000 in interest income earned on these loans during the first six months of 1998. 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 nonowner 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 $245,000 and $205,000 for the three month period ended June 30, 1998 and 1997, respectively. Total comprehensive income was $422,000 and $337,000 for the six month period ended June 30, 1998 and 1997, 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 ------------------------------------------------------------------------------ June 30, 1998 June 30, 1997 -------------------------------------- ------------------------------------- Income Shares Per Share Income Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount -------------------------------------- ------------------------------------- Net Income per Common Share Income Available to Common Stockholders $244,000 1,765,308 $0.14 $162,000 1,765,308 $0.09 ========= ========= Effects of Dilutive Options Stock Options - 78,135 - 13,140 --------------------------- -------------------------- Net Income per Common Share - Assuming Dilution $244,000 1,843,443 $0.13 $162,000 1,778,448 $0.09 ===================================== =====================================
8
For the Six Months Ended ------------------------------------------------------------------------------ June 30, 1998 June 30, 1997 -------------------------------------- ------------------------------------- Income Shares Per Share Income Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount -------------------------------------- ------------------------------------- Net Income per Common Share Income Available to Common Stockholders $427,000 1,765,308 $0.24 $317,000 1,765,308 $0.18 ========= ========= Effects of Dilutive Options Stock Options - 80,057 - 8,774 --------------------------- -------------------------- Net Income per Common Share - Assuming Dilution $427,000 1,845,365 $0.23 $317,000 1,774,082 $0.18 ====================================== =====================================
Per share data included in Metro's consolidated statement of operations for the three months and six months ended June 30, 1998 and 1997 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 June 30, 1998 as compared to December 31, 1997, and the results of operations for the three and six month periods ending June 30, 1998 and 1997. FINANCIAL CONDITION At June 30, 1998, Metro had total assets of $132.4 million, an increase of $7.7 million or 6.2 percent from December 31, 1997. This increase is due to an increase in interest bearing deposits. Consolidated earning assets totaled to $120.5 million, or 91.0 percent of total assets, at June 30, 1998. The principal components of earning assets were loans in the amount of $78.6 million or 65.2 percent of total earning assets, and investment securities of $33.7 million or 28.0 percent of total earning assets. Earning assets at December 31, 1997 were $112.8 million, or 90.5 percent of total assets. LOANS - ----- Total gross loans outstanding increased $1.3 million or 1.6 percent from December 31, 1997 to June 30, 1998. This growth is a result of increased indirect consumer lending and growth in the commercial loan portfolio. The overall loan demand has been relatively steady in Metro's market area. 9 At June 30, 1998, net loans amounted to 58.4 percent of total assets as compared to 61.2 percent at year end 1997. Metro's loan to deposit ratio, which is one measure of liquidity, was 65.2 percent at June 30, 1998, as compared to 68.6 percent at year end 1997.
LOAN PORTFOLIO AT PERIOD-END (dollars in thousands) June 30, 1998 December 31, 1997 % Change ------------- ----------------- -------- Commercial $49,341 $47,527 3.82% Real Estate - Construction 2,547 3,689 -30.96% Mortgage 747 646 15.63% Installment 21,240 20,467 3.78% Student Loans 4,687 4,966 -5.62% ------------- ----------------- -------- Total Loans $78,562 $77,295 1.64% Less: Allowance for Loan Losses (1,149) (998) 15.13% ------------- ----------------- -------- Net Loans $77,413 $76,297 1.46% ============= ================= ========
Delinquent loans at June 30, 1998 were $920,000, representing 1.2 percent of total loans. At December 31, 1997, delinquent loans amounted to $915,000 or 1.2 percent of total loans outstanding. Delinquent loans in both periods shown above consisted primarily of student loans guaranteed by USA Funds, a subsidiary of USA Group, Inc. Non-accruing loans at June 30, 1998 amounted to $326,000 as compared to $10,000 at December 31, 1997. Net recoveries on charged-off loans amounted to $2,000 for the six months ending June 30, 1998. At June 30, 1998 and December 31, 1997, Metro had an allowance for loan losses of $1,149,000 and $998,000, respectively. The percentage of provision for loan losses to ending loans amounted to 1.46 percent and 1.29 percent for June 30, 1998 and December 31, 1997, 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. 10 ALLOWANCE FOR LOAN LOSSES SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (dollars in thousands)
1998 1997 ---- ---- Allowance for Loan Losses, January 1 $ 998 $ 866 Loans Charged-Off: Commercial - - Real Estate - - Mortgage - - Installment (17) (50) Student Loans - - --------- --------- Total Charged-Off Loans (17) (50) --------- --------- Recoveries on Charged-Off Loans: Commercial - 5 Real Estate - - Mortgage - - Installment 19 2 Student Loans - - --------- --------- Total Recoveries 19 7 --------- --------- Net Charged-Off Loans 2 (43) --------- --------- Provision for Loan Losses 149 67 --------- --------- Allowance for Loan Losses, June 30 $ 1,149 $ 890 ========= ========= Average Loans Outstanding $77,136 $70,159 ========= ========= Net Charged-Off loans to Average Loans .003% -.061% ========= =========
INVESTMENT SECURITIES - --------------------- Total investments at June 30, 1998 were $33.7 million, increasing by $5.7 million or 20.4 percent from the amount at December 31, 1997. DEPOSITS - -------- Total deposits at June 30, 1998 amounted to $118.7 million in comparison to $111.2 million at December 31, 1997, representing an increase of $7.4 million or 6.7 percent. Since December 31, 1997, non-interest bearing demand deposits decreased by $1.8 million or 6.2 percent. In the first six months of 1998, interest bearing deposits increased by $9.2 million or 11.1 percent. OTHER LIABILITIES - ----------------- Other liabilities decreased to $920,000 from $926,000 from December 31, 1997. Total liabilities increased by $7.5 million or 6.6 percent to $120.1 million since December 31, 1997. 11 CAPITAL - ------- Metro's total capital increased by a net amount of $249,000 or 2.1 percent during the first six months of 1998. Metro's earnings in the first six months of 1998 amounted to $427,000. The net unrealized gain on investment securities available for sale amounted to $37,000 at June 30, 1998, decreasing by $5,000 or 11.9 percent since December 31, 1997. Capital decreased by $172,000 in 1998 following the payment of a $.05 quarterly cash dividend in the months of March and June, 1998. During the first quarter of 1998, the Board of Directors of Metro declared a five percent stock dividend issuable April 6, 1998 to shareholders of record as of March 18, 1998. Fractional shares resulting from the stock dividend were paid in cash. As a result, there were 84,017 shares issued, bringing the new number of common shares outstanding to 1,765,308. A transfer from accumulated earnings equity account to the common stock equity account in the amount of $924,000 followed the stock dividend issuance. Metro is subject to various capital requirements imposed by the federal banking agencies. Quantitative measures established by regulation to ensure capital adequacy require Metro to maintain minimum amounts and ratios of total Tier 1 capital (as defined in the regulations) to risk-weighted assets, and Tier 1 capital to average assets. Management believes, as of June 30, 1998, 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 the Bank as of June 30, 1998 (dollars in thousands):
To Be Well Capitalized Under Prompt Corrective Actual Action Provisions ----------------------- ----------------------------- Amount Ratio Amount Ratio -------- ------- ---------- ---------- Total Capital (to Risk Weighted Assets) Consolidated $13,382 15.52% > $8,408 > 10.00% Bank $10,314 12.26% > $8,411 > 10.00% Tier 1 Capital (to Risk Weighted Assets) Consolidated $12,233 14.55% > $5,045 > 6.00% Bank $9,165 10.90% > $5,046 > 6.00% Tier 1 Capital (to Average Assets) Consolidated $12,233 9.77% > $6,261 > 5.00% Bank $9,165 7.48% > $6,127 > 5.00%
As of December 31, 1997, the most recent notification from the FDIC categorized the Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized", the Bank 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 the FDIC notification that management believes have changed Metro's or the Bank's capital categories. 12 RESULTS OF OPERATIONS NET INTEREST INCOME - ------------------- Net interest income after provision for loan losses was $2.6 million for the six months ending June 30, 1998, compared to $2.3 million for the comparable period of 1997, an increase of 11.1 percent. Net Interest income increased principally due to growth in earning assets in 1998. The Bank's provision for loan loss expense was $149,000 for the six months ended June 30, 1998, compared to $67,000 for the same period in 1997. The provision made in 1998 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 the Bank's loan loss reserve account. NON-INTEREST EXPENSE - -------------------- Non-interest expense amounted to $2.3 million for the six month period ending June 30, 1998, compared to $2.2 million for the same period in 1997. NET INCOME - ---------- Metro recognized net income of $427,000 for the six month period ending June 30, 1998, compared to $317,000 for the same period one year earlier. PART II-OTHER INFORMATION ------------------------- Item 4. Submission of Matters to a Vote of Security Holders - ------- --------------------------------------------------- (a) Metro held its annual meeting of shareholders on April 23, 1998. (c) (i) At the annual meeting, Metro's shareholders elected ten directors to serve until the next annual meeting of the shareholders and until their successors are duly elected, qualified and serving. The votes cast for the directors at the annual meeting were as follows:
Number of Votes ------------------------------------------------- Director's Name For Withheld Abstaining - ------------------------ --------- -------- ---------- Chris G. Batalis 1,550,485 127,606 3,200 Ike G. Batalis 1,550,485 127,606 3,200 Terry L. Eaton 1,548,619 129,472 3,200 Evans M. Harrell 1,548,619 129,472 3,200 Robert L. Lauth, Jr. 1,547,519 130,572 3,200 Edward G. McMahon 1,548,319 129,772 3,200 Larry E. Reed 1,549,685 128,406 3,200 R. D. "Rusty" Richardson 1,548,619 129,472 3,200 Edward R. Schmidt 1,550,585 127,506 3,200 Donald F. Walter 1,550,785 127,306 3,200 - ------------------------ --------- -------- ----------
13 (ii) At the annual meeting, Metro's shareholders also ratified the appointment of Arthur Andersen, LLP, Indianapolis, Indiana, as independent public accountants for Metro for the fiscal year ending December 31, 1998, upon the following vote: For: 1,550,595 Against: 200 Abstaining: 130,496 --------- --- ------- Item 5. Other Information - ------- ----------------- During the first quarter of 1998, the Bank opened its sixth branch office located at 16825 Clover Road, Noblesville, Indiana. This new facility commenced operations on February 11, 1998. With the continuing commercial expansion of Noblesville's east side, MetroBank's presence will provide greater convenience and accessibility for local businesses and area residents with extended hours and an increased emphasis on sales of financial products and services. If a shareholder proposal is introduced at the 1999 Annual Meeting of Shareholders without any discussion of the proposal in the proxy statement, and if the proponent does not notify the Company on or before February 1, 1999, as required by SEC Rule 14a-4(c)(1), of the intent to raise such proposal at the Annual Meeting of Shareholders, then proxies received by the Company for the 1999 Annual Meeting will be voted by the persons named as proxies in their discretion with respect to such proposal. Notice of such proposals is to be given to the Secretary of the Company in writing at its principal executive office, 10333 North Meridian Street, Indianapolis, Indiana 46290. 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 June 30, 1998. 14 SIGNATURES ---------- In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. METROBANCORP (Registrant) August 14, 1998 By: /S/ Ike G. Batalis ------------------------ Ike G. Batalis Chairman and President (Principal Executive Officer) August 14, 1998 By: /S/ Charles V. Turean ------------------------ Charles V. Turean Executive Vice President (Principal Financial and Accounting Officer) 15 EX-27 2
9 1,000 6-MOS DEC-31-1998 JUN-30-1998 9,825 0 8,150 0 24,331 9,418 33,647 78,562 1,149 132,433 118,660 0 920 0 0 0 12,134 247 132,433 3,852 747 229 4,828 2,086 0 2,742 149 (8) 2,322 714 427 0 0 427 .24 .23 4.38 326 134 0 786 998 17 19 1,149 1,149 0 1,102
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