<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10 - Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000.
--------------
Commission file number 000-21553
----------------------------------------------------
METROPOLITAN FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-1109469
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6001 LANDERHAVEN DRIVE, MAYFIELD HEIGHTS, OHIO 44124
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(440) 646-1111
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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
--------
As of May 12, 2000, there were 8,075,637 shares of the Registrant's Common
Stock issued and outstanding.
<PAGE> 2
METROPOLITAN FINANCIAL CORP.
FORM 10-Q
QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Consolidated Statements of Financial Condition
as of March 31, 2000 and December 31, 1999 3
Consolidated Statements of Operations for the
three months ended March 31, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 2000 and 1999 5
Consolidated Statement of Changes in Shareholders'
Equity for the three months ended March 31, 2000 6
Notes to Consolidated Financial Statements 7-18
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 19-28
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 29-32
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 33-34
SIGNATURE 35
2
<PAGE> 3
METROPOLITAN FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands)
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 18,216 $ 21,751
Securities available for sale, at fair value 35,029 35,829
Securities held to maturity 15,980 15,879
Mortgage-backed securities available for sale 223,776 255,727
Loans held for sale 6,335 6,718
Loans receivable, net 1,204,893 1,183,954
Federal Home Loan Bank stock 13,290 10,948
Premises and equipment, net 36,350 31,820
Real estate owned, net 3,691 5,263
Intangible assets 2,395 2,461
Loan servicing rights, net 10,015 10,374
Accrued income, prepaid expenses and other assets 32,418 27,395
---------- ----------
Total assets $1,602,388 $1,608,119
========== ==========
LIABILITIES
Noninterest-bearing deposits $ 56,678 $ 70,891
Interest-bearing deposits 1,048,696 1,065,739
Borrowings 387,060 360,396
Other liabilities 22,272 22,475
Guaranteed Preferred Beneficial Interests in the
Corporation's Junior Subordinated Debentures 43,750 43,750
---------- ----------
Total liabilities 1,558,456 1,563,251
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, 10,000 shares authorized,
none issued -- --
Common stock, no par value, 10,000 shares
authorized, 8,073 and 8,064 shares issued
and outstanding, respectively -- --
Additional paid-in capital 20,781 20,744
Retained earnings 28,778 28,171
Accumulated other comprehensive loss (5,627) (4,047)
---------- ----------
Total shareholders' equity 43,932 44,868
---------- ----------
Total liabilities and shareholders' equity $1,602,388 $1,608,119
========== ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
METROPOLITAN FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
----- ----
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $24,604 $21,687
Interest on mortgage-backed securities 4,184 3,292
Interest and dividends on other investments 1,121 915
------- -------
Total interest income 29,909 25,894
------- -------
INTEREST EXPENSE
Interest on deposits 13,519 13,174
Interest on borrowings 5,749 3,136
Interest on Junior Subordinated Debentures 998 608
------- -------
Total interest expense 20,266 16,918
------- -------
NET INTEREST INCOME 9,643 8,976
Provision for loan losses 1,500 650
------- -------
Net interest income after provision for loan losses 8,143 8,326
------- -------
NONINTEREST INCOME
Net gain on sale of loans 309 400
Loan servicing income, net 335 335
Service charges on deposit accounts 320 272
Net gain on sale of securities 333 --
Other operating income 818 450
------- -------
Total noninterest income 2,115 1,457
------- -------
NONINTEREST EXPENSE
Salaries and related personnel costs 5,177 4,062
Occupancy and equipment expense 1,340 1,088
Federal deposit insurance premiums 359 201
Data processing expense 331 236
Marketing expense 222 201
State franchise taxes 262 248
Amortization of intangibles 66 66
Other operating expenses 1,602 1,439
------- -------
Total noninterest expense 9,359 7,541
------- -------
INCOME BEFORE INCOME TAXES 899 2,242
Provision for income taxes 292 804
------- -------
NET INCOME $ 607 $ 1,438
======= =======
Basic earnings per share $ 0.08 $ 0.19
======= ========
Diluted earnings per share $ 0.08 $ 0.19
======= ========
Weighted average shares outstanding for basic earnings per share 8,068,467 7,756,393
Effect of dilutive options 0 0
------- -------
Weighted average shares outstanding for diluted earnings per share 8,068,467 7,756,393
========= =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
METROPOLITAN FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ (12,860) $ (19,226)
CASH FLOWS FROM INVESTING ACTIVITIES
Disbursement of loan proceeds (81,636) (106,481)
Purchases of:
Loans (16,883) (39,225)
Securities available for sale (12) (20,020)
Securities held to maturity (100) --
Mortgage loan servicing rights -- (2,037)
Premises and equipment (5,102) (2,842)
Proceeds from maturities and repayments of:
Loans 72,739 73,481
Mortgage-backed securities available for sale 17,903 13,735
Proceeds from sale of:
Loans 4,276 18,851
Mortgage-backed securities available for sale 21,419 --
Securities available for sale -- 1,275
Premises, equipment, and real estate owned 1,275 532
--------- ---------
Net cash provided by (used in) investing activities 13,879 (62,731)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposit accounts (31,256) 87,435
Proceeds from borrowings 141,150 29,043
Repayment of borrowings (65,385) (31,279)
Net activity on lines of credit with commercial banks
and Federal Home Loan Bank (49,100) (6,900)
Proceeds from issuance of common stock 37 --
--------- ---------
Net cash provided by (used in) financing activities (4,554) 78,299
--------- ---------
Net change in cash and cash equivalents (3,535) (3,658)
Cash and cash equivalents at beginning of period 21,751 29,086
--------- ---------
Cash and cash equivalents at end of period $ 18,216 $ 25,428
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 19,945 $17,854
Income taxes -- --
Loans securitized 8,557 --
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
METROPOLITAN FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands, except per share data)
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE SHAREHOLDERS'
STOCK CAPITAL EARNINGS INCOME (LOSS) EQUITY
----- ------- -------- ------------- ------
<S> <C> <C> <C> <C> <C>
BALANCE DECEMBER 31, 1999 $ -- $ 20,744 $ 28,171 $ (4,047) $ 44,868
Comprehensive income (loss):
Net income 607 607
Change in unrealized gain on
securities (1,580) (1,580)
--------
Total comprehensive income (loss) (973)
Issuance of shares of Common stock
Stock purchase plan-9,033 shares 37 37
-------- -------- -------- --------
BALANCE MARCH 31, 2000 $ -- $ 20,781 $ 28,778 $ (5,627) $ 43,932
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Metropolitan Financial Corp. ("Metropolitan" or the "Corporation") is a savings
and loan holding company and an Ohio corporation. Metropolitan's primary
operating subsidiary is Metropolitan Bank & Trust Company (the "Bank").
Metropolitan is engaged in the business of originating multifamily and
commercial real estate loans primarily in Ohio, Pennsylvania, Michigan, and
Kentucky and purchasing multifamily and commercial real estate loans throughout
the United States. Metropolitan offers full service banking services to
communities in Northeast Ohio where its additional lending activities include
originating one- to four-family residential real estate, construction, business
and consumer loans. The accounting policies of the Corporation conform to
generally accepted accounting principles and prevailing practices within the
financial services industry. All significant intercompany transactions have been
eliminated. In the opinion of management, the accompanying financial statements
include all adjustments, consisting only of normal recurring accruals, which the
Corporation considers necessary for a fair presentation of (a) the results of
operations for the three month periods ended March 31, 2000 and 1999; (b) the
financial condition at March 31, 2000 and December 31, 1999; (c) the statement
of cash flows for the three month periods ended March 31, 2000 and 1999; and (d)
the statement of changes in shareholders' equity for the three month period
ended March 31, 2000. The results of operations for the three month period ended
March 31, 2000 are not necessarily indicative of the results that may be
expected for any other period. The annual report for Metropolitan for the year
ended December 31, 1999, contains consolidated financial statements and related
notes which should be read in conjunction with the accompanying consolidated
financial statements.
2. ACCOUNTING POLICIES
SECURITIES: The Corporation classifies debt and mortgage-backed securities as
held to maturity or available for sale. The Corporation classifies marketable
equity securities as available for sale.
Securities classified as held to maturity are those that management has the
positive intent and ability to hold to maturity. Securities held to maturity are
stated at cost, adjusted for amortization of premiums and accretion of
discounts.
Securities classified as available for sale are those that management intends to
sell or that could be sold for liquidity, investment management, or similar
reasons, even if there is not a present intention for such sale. Securities
available for sale are carried at fair value with unrealized gains and losses
included as a separate component of shareholders' equity, net of tax, and
recognized as part of comprehensive income. Gains or losses on dispositions are
based on net proceeds and the adjusted historic cost of securities sold, using
the specific identification method.
LOANS: All loans are held for investment unless specifically designated as held
for sale. When the Bank originates or purchases loans, it makes a determination
whether or not to classify loans as held for sale. The Bank re-evaluates its
intention to hold or sell loans at each balance sheet date based on the current
environment and, if appropriate, reclassifies loans as held for sale. Sales of
loans are dependent upon various factors including interest rate movements,
deposit flows, the availability and attractiveness of other sources of funds,
loan demand by borrowers, and liquidity and capital requirements.
7
<PAGE> 8
Loans held for investment are stated at the principal amount outstanding
adjusted for amortization of premiums and deferred costs and accretion of
discounts and deferred fees using the interest method. At March 31, 2000 and
December 31, 1999, management had the intent and the Bank had the ability to
hold all loans being held for investment purposes for the foreseeable future.
Loans held for sale are recorded at the lower of cost or market. When the Bank
purchases real estate loans and simultaneously writes an option giving the
holder the right to purchase those loans, those loans are designated as held for
sale. Gains and losses on the sale of loans are determined by the identified
loan method and are reflected in operations at the time of the settlement of the
sale.
Interest on loans is accrued over the term of the loans based upon the principal
outstanding. Management reviews loans that are delinquent 90 days or more to
determine if interest accrual should be discontinued based on the estimated fair
market value of the collateral. The carrying values of impaired loans are
periodically adjusted to reflect cash payments, revised estimates of future cash
flows and increases in the present value of expected cash flows due to the
passage of time.
ALLOWANCE FOR LOSSES ON LOANS: The allowance for loan losses is established by a
provision for loan losses charged against income. Estimating the risk of loss
and the amount of loss on any loan is necessarily subjective. Accordingly, the
allowance is maintained by management at a level considered adequate to cover
probable losses based on past loss experience, general economic conditions,
information about specific borrower situations including their financial
position and collateral values, and other factors and estimates which are
subject to change over time. While management may periodically allocate portions
of the allowance for specific problem loans, the whole allowance is available
for any loan charge-offs that occur. A loan is charged off against the allowance
by management as a loss when deemed uncollectible, although collection efforts
continue and future recoveries may occur.
Loans considered to be impaired are reduced to the present value of expected
future cash flows or to the fair value of collateral, by allocating a portion of
the allowance for losses on loans to such loans. If these allocations require an
increase in the allowance for losses on loans, such increase is reported as a
provision for loan losses. Management excludes all consumer loans from its
review for impairment. However, these loans are considered in determining the
appropriate level of the allowance for loss on loans. All impaired loans are
placed on nonaccrual status.
EARNINGS PER SHARE: Basic and diluted earnings per share are computed based on
weighted average shares outstanding during the period. Basic earnings per share
has been computed by dividing net income by the weighted average shares
outstanding. Diluted earnings per share has been computed by dividing net income
by the diluted weighted average shares outstanding. Diluted weighted average
common shares were calculated assuming the exercise of stock options less
treasury shares assumed to be purchased from the proceeds using the average
market price of the Corporation's stock. All per share information has been
retroactively adjusted to reflect the effect of the stock dividends and stock
splits.
8
<PAGE> 9
COMPREHENSIVE INCOME: Comprehensive income consists of net income and other
comprehensive income. Other comprehensive income includes unrealized gains and
losses on securities available for sale and equity investments which are also
recognized as a separate component of equity.
CAPITALIZED INTEREST: Interest expenses incurred to finance construction of
premises and equipment which take more than six months to build are capitalized
as they are incurred. The amount of capitalized interest included as a portion
of the historical cost of acquiring assets will be depreciated over the useful
life of the asset.
NEW ACCOUNTING PRONOUNCEMENTS: In quarters beginning after June 15, 2000, a new
accounting standard will require all derivatives to be recorded at fair value.
Unless designated as hedges, changes in these fair values will be recorded in
the income statement. Fair value changes involving hedges will generally be
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 recorded. This is not expected
to have a material effect, but the effect will depend on derivative holdings
when this standard applies.
3. SECURITIES
The amortized cost, gross unrealized gains and losses and fair values of
investment securities available for sale and held to maturity at March 31, 2000
and December 31, 1999 are as follows (in thousands):
<TABLE>
<CAPTION>
March 31, 2000
-------------------------------------------------------------------------------------
Amortized Gross Unrealized Gross Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE
Mutual funds $ 847 $ 847
FreddieMac preferred stock 7,500 $(2,062) 5,438
FannieMae notes 19,938 (794) 19,144
FreddieMac note 10,000 (400) 9,600
Mortgage-backed securities 229,113 $200 (5,537) 223,776
------- --- ----- -------
267,398 200 (8,793) 258,805
HELD TO MATURITY
Tax-exempt municipal bond 14,700 175 14,875
-
Revenue bond 1,180 1,180
-
Certificate of deposit 100 100
------- --- ----- -------
15,980 175 0 16,155
------- --- ----- -------
Total securities $283,378 $375 $(8,793) $274,960
======= === ===== =======
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
December 31, 1999
----------------------------------------------------------------------
Amortized Gross Unrealized Gross Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE
Mutual funds $ 835 $ 835
FreddieMac preferred stock 7,500 $ (1,350) 6,150
FreddieMac note 10,000 (236) 9,764
FannieMae notes 19,935 (855) 19,080
Mortgage-backed securities 259,446 $ 228 (3,947) 255,727
--------- --------- --------- ---------
297,716 228 (6,388) 291,556
HELD TO MATURITY
Tax-exempt municipal bond 14,699 176 14,875
Revenue bond 1,180 1,180
--------- --------- --------- ---------
15,879 176 0 16,055
--------- --------- --------- ---------
Total securities $ 313,595 $ 404 $ (6,388) $ 307,611
========= ========= ========= =========
</TABLE>
4. LOANS RECEIVABLE
The composition of the loan portfolio at March 31, 2000 and December 31, 1999 is
as follows (in thousands):
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Real estate loans
Construction loans:
Residential single family $ 115,214 $ 111,005
Commercial 444 447
Land 43,506 43,989
Loans in process (56,349) (56,212)
--------- ---------
Construction loans, net 102,815 99,229
Permanent loans:
Residential single family 303,222 295,061
Multifamily 285,396 292,015
Commercial 257,939 247,455
Other 693 671
--------- ---------
Total real estate loans 950,065 934,431
Consumer loans 146,686 143,585
Business and other loans 117,355 114,333
--------- ---------
Total loans 1,214,106 1,192,349
Premiums on loans, net 6,745 7,178
Deferred loan fees, net (4,155) (4,548)
Allowance for losses on loans (11,803) (11,025)
--------- ---------
Total loans receivable $1,204,893 $1,183,954
========= =========
</TABLE>
10
<PAGE> 11
Activity in the allowance for losses on loans for the periods ended March 31,
2000 and 1999 is as follows (in thousands):
Three Months Ended March 31,
2000 1999
---- ----
Balance at the beginning of the period $ 11,025 $ 6,909
Provision for loan losses 1,500 650
Net charge-offs (722) (281)
-------- --------
Balance at end of period $ 11,803 $ 7,278
======== ========
Nonperforming loans were as follows at (in thousands):
March 31, December 31,
2000 1999
---- ----
Loans past due over 90 days still on accrual $ 344 $ 448
Nonaccrual loans 10,435 8,933
Nonperforming loans included all impaired loans and smaller balance homogeneous
loans, such as residential mortgage and consumer loans, that are collectively
evaluated for impairment.
Management analyzes loans on an individual basis and considers a loan to be
impaired when it is probable that all principal and interest amounts will not be
collected according to the loan contract based on current information and
events. Loans which are past due two payments or less and that management feels
are probable of being restored to current status within 90 days are not
considered to be impaired loans. All impaired loans are included in
nonperforming loans.
Information regarding impaired loans is as follows (in thousands):
March 31, December 31,
2000 1999
----- ----
Balance of impaired loans $4,527 $4,593
Less portion for which no allowance
for losses on loans is allocated 3,455 3,521
----- -----
Balance of impaired loans for which
an allowance for loan losses is allocated $1,072 $1,072
===== =====
Portion of allowance for losses on loans
allocated to the impaired loan balance $1,054 $1,054
===== =====
11
<PAGE> 12
March 31, March 31,
2000 1999
---- ----
Average investment in impaired loans
during the period year to date $ 4,620 $ 9,761
======== ======
Interest income recognized during
impairment year to date $ 17 $ 101
======= ======
Interest income recognized on a
cash basis during the period year to date $ 17 $ 101
======= ======
5. LOAN SERVICING
Mortgage loans serviced for others are not included in the accompanying
consolidated statements of financial condition. The unpaid principal balances of
these loans at March 31, 2000 and December 31, 1999 are summarized as follows
(in thousands):
March 31, December 31,
2000 1999
--------- ------------
Mortgage loan portfolios serviced for:
FreddieMac $ 834,759 $ 746,688
FannieMae 428,701 725,045
Others 157,678 181,332
---------- ----------
Total loans serviced for others $1,421,138 $1,653,065
========== ==========
Custodial balances maintained in noninterest-bearing checking accounts in
connection with the foregoing loan servicing were approximately $15,444,000 and
$29,958,000 at March 31, 2000 and December 31, 1999, respectively.
The following is an analysis of the changes in cost of loan servicing rights for
the three month period ended March 31, 2000 and 1999 (in thousands):
Three Months Ended March 31,
2000 1999
------------ -------------
Balance at the beginning of the period $ 10,374 $ 13,412
Acquired or originated 251 2,650
Sold -- --
Amortization (610) (717)
-------- --------
Balance at the end of the period $ 10,015 $ 15,345
======== ========
12
<PAGE> 13
6. DEPOSITS
Deposits consist of the following (in thousands):
March 31, December 31,
2000 1999
-------- ------------
Noninterest-bearing checking accounts $ 56,678 $ 70,891
Interest-bearing checking accounts 80,821 57,136
Passbook savings and statement savings 170,302 200,168
Certificates of deposit 797,573 808,435
---------- ----------
Total interest-bearing deposits 1,048,696 1,065,739
---------- ----------
Total deposits $1,105,374 $1,136,630
========== ==========
At March 31, 2000, scheduled maturities of certificates of deposit are as
follows (in thousands):
YEAR WEIGHTED AVERAGE
ENDED AMOUNT INTEREST RATE
----- ------ --------------
2000 $468,835 5.56%
2001 263,224 6.15
2002 38,836 6.43
2003 7,941 6.01
2004 16,192 5.92
Thereafter 2,545 6.24
--------
$797,573 5.81
========
13
<PAGE> 14
7. BORROWINGS
Borrowings consisted of the following at March 31, 2000 and December 31, 1999
(in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- ---------
<S> <C> <C>
Federal Home Loan Bank Advances (6.0% and 5.6% at
March 31, 2000 and December 31, 1999, respectively) $256,031 $ 205,352
Reverse repurchase agreements (5.5% and 5.6% at
March 31, 2000 and December 31, 1999, respectively) 80,044 80,044
Commercial bank repurchase agreement (7.0% and 7.7% at
March 31, 2000 and December 31, 1999, respectively) 30,000 55,000
Commercial bank line of credit (8.5% at both March 31,
2000 and December 31, 1999, respectively) 7,000 6,000
Subordinated debt maturing January 1, 2005
(9.625% fixed rate) 13,985 14,000
------ ------
$387,060 $360,396
======= =======
</TABLE>
At March 31, 2000, scheduled payments on borrowings are as follows (in
thousands):
WEIGHTED AVERAGE
YEAR ENDED AMOUNT INTEREST RATE
---------- ------ -------------
2000 $181,584 6.29%
2001 24,509 6.71
2002 45,655 5.83
2003 39,920 5.65
2004 61,540 6.01
Thereafter 33,852 7.69
-------
Total $387,060 6.28
=======
At March 31, 2000, Federal Home Loan Bank advances are collateralized by all of
our FHLB stock, one-to-four family first mortgage loans, multifamily loans, and
securities with aggregate carrying values of approximately $307 million, $27
million and $50 million, respectively.
The Corporation has a commercial line of credit agreement with a commercial
bank. The maximum borrowing under the line is $12,000,000. The balance
outstanding at March 31, 2000 was $7,000,000. The line matures
14
<PAGE> 15
annually on May 30, including this year. The interest rate on the line is tied
to LIBOR or prime at the Corporation's option. As collateral for the loan, the
Corporation's largest shareholder, Robert Kaye, has agreed to pledge a portion
of his common shares in an amount of at least equal to 200% of any outstanding
balance.
In November, 1999, the Bank entered into a commercial bank repurchase agreement
involving a transaction which allows a line of credit for use by the Bank. The
agreement reprices monthly based on LIBOR. The agreement allows commercial loans
securitized by Metropolitan to be used as collateral. The maximum amount
available under this agreement is $55,000,000. The balance of this line of
credit at March 31, 2000 was $30,000,000.
8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
The Bank can be a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet financing needs of its customers. These
financial commitments include commitments to make loans. The Bank's exposure to
credit loss in the event of nonperformance by the other party to the financial
instrument for commitments to make loans is represented by the contractual
amount of these instruments. The Bank follows the same credit policy to make
such commitments as is followed for those loans recorded in the financial
statements.
As of March 31, 2000, the Bank had fixed and variable rate commitments to
originate and/or purchase loans (at market rates) of approximately $67,722,000
and $83,945,000, respectively. In addition, the Bank had firm commitments to
sell loans totaling $3,142,000 at March 31, 2000. Metropolitan's commitments to
originate and purchase loans are for loans with rates ranging from 6.13% to
16.00% and commitment periods up to one year.
9. SECURITIES ISSUED
On May 14, 1999, the Corporation issued 1,600,000 shares ($10 liquidation amount
per security), of 9.50% cumulative trust preferred securities (the "Trust
Preferred") through a newly formed, wholly-owned subsidiary, Metropolitan
Capital Trust II (the "Trust Issuer") and 300,000 Common shares of Metropolitan
Financial Corp. The Trust Issuer invested the total proceeds from the sale of
the Trust Preferred in the 9.50% Junior Subordinated Deferrable Interest
Debentures (the "Junior Subordinated Debentures") issued by the Corporation
which mature on June 30, 2029. The Corporation used the net proceeds from the
sale of the Junior Subordinated Debentures and the common shares to repay the
$12.0 million outstanding balance on the commercial bank line of credit and for
a $5 million additional capital contribution to the Bank to support growth. The
remainder is available for working capital at the Corporation. The Trust
Preferred securities are listed on the Nasdaq Stock Market's National Market
under the symbol "METFO."
15
<PAGE> 16
The Corporation also issued trust preferred securities in 1998 through its
subsidiary, Metropolitan Capital Trust I. A description of the trust preferred
securities currently outstanding is presented below (Dollars in thousands):
<TABLE>
<CAPTION>
Issuing Date of Shares Interest Maturity Principal Amount
Entity Issuance Issued Rate Date March 31, 2000
------ -------- ------ ---- ---- --------------
<S> <C> <C> <C> <C> <C>
Metropolitan Capital Trust I April 27, 1998 2,775,000 8.60% June 30, 2028 $27,750
Metropolitan Capital Trust II May 14, 1999 1,600,000 9.50% June 30, 2029 16,000
-------
$43,750
=======
</TABLE>
10. SEGMENT REPORTING
Metropolitan's operations include two major operating segments. A description of
those segments follows:
Retail and Commercial Banking--Retail and commercial banking is the segment of
the business that brings in deposits and lends those funds out to businesses and
consumers. The local market for deposits is the consumers and businesses in the
neighborhoods surrounding our 22 retail sales offices in Northeastern Ohio. The
market for lending is Ohio and the surrounding states for originations and
throughout the United States for purchases. The majority of loans are secured by
multifamily and commercial real estate. Loans are also made to businesses
secured by business assets and consumers secured by real or personal property.
Business and consumer loans are concentrated in Northeastern Ohio.
Mortgage banking--Mortgage banking is the segment of our business that
originates, sells and services permanent or construction loans secured by one-
to four-family residential properties. These loans are primarily originated
through commissioned loan officers located in Northeastern and Central Ohio and
Southeastern Michigan. In general, fixed rate loans are originated for sale and
adjustable rate loans are originated to be retained in the portfolio. Loans
being serviced include loans originated and still owned by Metropolitan, loans
originated by Metropolitan but sold to others with servicing rights retained by
Metropolitan, and servicing rights to loans originated by others but purchased
by Metropolitan. The servicing rights Metropolitan purchases may be located in a
variety of states and are typically being serviced for FannieMae or FreddieMac.
The category below labeled Parent and Other consists of the remaining segments
of Metropolitan's business. It includes corporate treasury, interest rate risk,
and financing operations which do not generate revenue from outside customers.
16
<PAGE> 17
Operating results and other financial data for the current and
preceding year are as follows (in thousands):
As of or for the three months ended March 31, 2000
<TABLE>
<CAPTION>
RETAIL AND
COMMERCIAL MORTGAGE PARENT
BANKING BANKING AND OTHER TOTAL
------- ------- --------- -----
OPERATING RESULTS:
<S> <C> <C> <C> <C>
Net interest income $6,472 $1,317 $1,854 $9,643
Provision for losses on loans 959 164 377 1,500
------ ------- ------ --------
Net interest income after
provision for loan losses 5,513 1,153 1,477 8,143
Noninterest income 1,358 715 42 2,115
Direct noninterest expense 4,634 1,640 95 6,369
Allocation of overhead 2,209 781 2,990
----- ------ ------ -----
Net income before income taxes $ 28 $ (553) $1,424 $ 899
===== ====== ====== ======
FINANCIAL DATA:
Segment assets $1,061,369 $424,499 $116,520 $1,602,388
Depreciation and amortization 571 537 123 1,231
Expenditures for additions
to premises and equipment 4,710 392 5,102
</TABLE>
As of or for the three months ended March 31, 1999
<TABLE>
<CAPTION>
RETAIL AND
COMMERCIAL MORTGAGE PARENT
BANKING BANKING AND OTHER TOTAL
------- ------- --------- -----
OPERATING RESULTS:
<S> <C> <C> <C> <C>
Net interest income $6,624 $1,775 $577 $8,976
Provision for losses on loans 600 50 650
------ ------- ------ ------
Net interest income after
provision for loan losses 6,024 1,725 577 8,326
Noninterest income 878 649 (70) 1,457
Direct noninterest expense 3,802 1,355 92 5,249
Allocation of overhead 1,606 686 2,292
----- ------ ------ -----
Net income before income taxes $1,494 $ 333 $415 $2,242
===== ====== === =====
FINANCIAL DATA:
Segment assets $1,032,373 $312,981 $94,817 $1,440,071
Depreciation and amortization 430 639 97 1,166
Expenditures for additions
to premises and equipment 2,707 135 2,842
</TABLE>
17
<PAGE> 18
The financial information provided for each major operating segment has been
derived from the internal profitability system used to monitor and manage
financial performance and allocate resources.
The measurement of performance for the operating segments is based on the
organizational structure of Metropolitan and is not necessarily comparable with
similar information for any other financial institution. The information
presented is also not indicative of the segments' financial condition and
results of operations if they were independent entities.
Metropolitan evaluates segment performance based on contribution to income
before income taxes. Certain indirect expenses have been allocated based on
various criteria considered by management to best reflect benefits derived. The
accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Indirect expense allocations and
accounting policies have been consistently applied for the periods presented.
There are no differences between segment profits and assets and the consolidated
profits and assets of Metropolitan. The interest rate risk that results from
investing in assets and liabilities with different terms to maturity or
repricing has been eliminated from the two major operating segments and is
assumed in the category labeled Parent and Other.
11. CAPITALIZED INTEREST EXPENSE ON CONSTRUCTION OF NEW CORPORATE HEADQUARTERS
In the second quarter, 1999, the Corporation started the construction of a new
corporate headquarters building. As a result, interest expenses have been
incurred to finance construction. These costs will be capitalized as they are
incurred while the building is under construction and will be included as a
portion of the historical cost to be depreciated over the useful life of the
building. Interest expense capitalized for the three-month period ended March
31, 2000 was $118,000. No interest was capitalized during the three month period
ended March 31, 1999.
12. METROPOLITAN FINANCIAL CORP. STOCK PURCHASE PLAN
In July, 1999, the Board of Directors of Metropolitan Financial Corp. authorized
the adoption of a Stock Purchase Plan permitting directors, officers, and
employees of the Corporation and its subsidiaries and certain affiliated
companies to make purchases of the Corporation's common shares at 95% of the
fair market value. The plan authorized the issuance of an additional 160,000
common shares for purchases made under the plan. The purchases under the plan
commenced in the fourth quarter, 1999.
18
<PAGE> 19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SELECTED FINANCIAL DATA
Three months ended March 31,
2000 1999
---- ----
Net income (in thousands) $ 607 $1,438
Basic earnings per share 0.08 0.19
Diluted earnings per share 0.08 0.19
Return on average assets 0.15 % 0.41 %
Return on average equity 5.47 % 13.42 %
Noninterest expense to average assets 2.35 % 2.17 %
Efficiency ratio 81.34 % 71.65 %
Net interest margin 2.54 % 2.76 %
Net charge-offs to average loans 0.24 % 0.11 %
<TABLE>
<CAPTION>
March 31, December 31, March 31,
2000 1999 1999
---- ---- ----
<S> <C> <C> <C>
Total assets (in thousands) $1,602,388 $1,608,119 $1,440,071
Shareholders' equity (in thousands) 43,932 44,868 43,171
Shareholders' equity to total assets 2.74 % 2.79 % 3.00 %
Shares outstanding 8,072,777 8,063,744 7,756,393
Book value per share $5.44 $5.56 $5.57
Tangible book value per share 5.15 5.26 5.22
Market value of common stock 3.75 4.50 9.38
Nonperforming assets to total assets (2) 0.90 % 0.91 % 1.27 %
Allowance for losses on loans to total loans (2) 0.97 % 0.92 % 0.66 %
</TABLE>
(2) Ratios are based on period end balances.
19
<PAGE> 20
OVERVIEW
The reported results of Metropolitan primarily reflect the operations of the
Bank. Our results of operations are dependent on a variety of factors, including
the general interest rate environment, competitive conditions in the industry,
governmental policies and regulations and conditions in the markets for
financial assets. Like most financial institutions, the primary contributor to
our income is net interest income, the difference between the interest we earn
on interest-earning assets, such as loans and securities, and the interest we
pay on interest-bearing liabilities, such as deposits and borrowings. Our
operations are also affected by noninterest income, such as loan servicing fees,
service charges on deposit accounts, gains or losses on the sales of loans and
securities and loan option income. Our principal operating expenses, aside from
interest expense, consist of compensation and employee benefits, occupancy
costs, and general and administrative expenses.
RESULTS OF OPERATIONS
Net Income. Net income decreased $0.8 million to $607,000 for the three months
ended March 31, 2000 as compared to net income of $1.4 million for the first
quarter, 1999. Net interest income and provision for loan losses increased $0.7
million and $0.9 million, respectively, for the three months ended March 31,
2000 over the prior year period and noninterest income increased $0.7 million
from the same prior year period. Noninterest expense increased $1.9 million to
$9.4 million for the quarter from $7.5 million from the prior year quarter
primarily as a result of increased personnel and occupancy costs.
Our net interest margin decreased twenty-two basis points to 2.54% for the three
month period ended March 31, 2000 as compared to 2.76% for the same period in
1999, primarily due to an increased cost of funds.
Interest Income. Total interest income increased 15.5% to $29.9 million in the
three month period ended March 31, 2000, as compared to $25.9 million in the
same period in 1999. This increase primarily resulted from a 15.1% increase in
average interest-earning assets in the three month period ended March 31, 2000
as compared to the prior year. Average earning assets increased as a result of
our strategy of increasing assets as long as assets with acceptable portfolio
characteristics are available. The increase in interest income attributable to
the increase in the average balance of interest-earning assets was partially
offset by the decline in the weighted average yield. The decline in the weighted
average yield is due primarily to the increase in single family residential
loans as a percent of total loans.
Interest Expense. Total interest expense increased 19.8% to $20.3 million for
the three month period ended March 31, 2000, as compared to $16.9 million for
the same period in 1999. Interest expense increased due to a higher average
balance of interest-bearing liabilities outstanding and an increased cost of
funds for the three month period ending March 31, 2000 compared to the same
period in 1999. The average balance of interest-bearing deposit accounts
increased $25.1 million at March 31, 2000 as compared to the same date in 1999.
The average balance of borrowings increased $160.0 million, or 75.4% for the
three month period ending March 31, 2000 as compared to the prior year period as
our deposit growth slowed in recent months and other sources of funds were
utilized. Also, the average balance of Junior Subordinated Debentures increased
from the prior year period as the second issuance
20
<PAGE> 21
of these securities took place in the second quarter of 1999. All of these
categories experienced an increased in the rate of cost of funds, and as a
result, Metropolitan's cost of funds increased to 5.62% for the first quarter,
2000 as compared to 5.41% for the same period in 1999.
Average Balances and Yields. The following table presents the total dollar
amount of interest income from average interest-earning assets and the resulting
yields, as well as the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates, and the net interest margin. Net interest
margin is influenced by the level and relative mix of interest-earning assets
and interest-bearing liabilities. All average balances are daily average
balances. Nonaccruing loans are included in average loan balances. The average
balances of mortgage-backed securities and securities are presented at
historical cost.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------------------------------------------------------------
2000 1999
---------------------------------------- --------------------------------------
(Dollars in thousands)
AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE
------- -------- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable $1,208,537 $24,604 8.14% $1,068,940 $21,687 8.23%
Mortgage-backed securities 240,008 4,184 6.97 189,843 3,292 7.03
Other 67,875 1,121 6.81 59,237 915 6.27
---------- ------- ---------- -------
Total interest-earning assets 1,516,420 29,909 7.90 1,318,020 25,894 7.97
Nonearning assets 79,482 ------ 71,882 ------
---------- ----------
Total assets $1,595,902 $1,389,902
========== ==========
Interest-bearing liabilities:
Deposits $1,054,443 13,519 5.20 $1,029,351 13,174 5.19
Borrowings 372,085 5,867 6.39 212,094 3,136 6.00
Junior Subordinated Debentures 43,750 998 9.12 27,750 608 8.76
---------- -------- ---------- -------
Total interest-bearing liabilities 1,470,278 20,384 5.62 1,269,195 16,918 5.41
Noninterest-bearing liabilities 81,224 ------ ---- 77,834 ------ ----
Shareholders' equity 44,400 42,873
Total liabilities and ---------- ----------
shareholders' equity $1,595,902 $1,389,902
========== ==========
Net interest income before capitalized
interest and interest rate spread 9,525 2.28% 8,976 2.56%
------ ==== ------ ====
Net interest margin 2.54% 2.76%
Interest expense capitalized 118 --
------- -------
Net interest income $ 9,643 $ 8,976
====== ======
Average interest-earning
assets to average interest-bearing
liabilities 103.14% 103.85%
</TABLE>
21
<PAGE> 22
Rate and Volume Variances. Net interest income is affected by changes in the
level of interest-earning assets and interest-bearing liabilities and changes in
yields earned on assets and rates paid on liabilities. The following table sets
forth, for the periods indicated, a summary of the changes in interest earned
and interest paid resulting from changes in average asset and liability balances
and changes in average rates. Changes attributable to the combined impact of
volume and rate have been allocated proportionately to change due to volume and
change due to rate.
Three Months ended March 31,
2000 vs. 1999
Increase (Decrease)
------------------------------
Change Change
Total Due to Due to
Change Volume Rate
------ ------ ----
(In thousands)
INTEREST INCOME ON:
Loans receivable $2,917 $3,202 $ (285)
Mortgage-backed securities 892 929 (37)
Other 206 123 83
------ ------ ------
Total interest income 4,015 $4,254 $ (239)
------ ====== ======
INTEREST EXPENSE ON:
Deposits $ 345 $ 321 $ 24
Borrowings 2,731 2,364 367
Junior Subordinated Debentures 390 610 (220)
------ ------ ------
Total interest expense 3,466 $3,295 $ 171
====== ======
Interest expense capitalized 118
------
Increase in net interest income $ 667
======
Provision for Loan Losses. The provision for loan losses increased $0.9 million
for the first quarter, 2000, as compared to the first quarter, 1999. Management
increased the provision for loan losses due to the ongoing analysis of the
appropriate allowance for loan losses as the Bank continues to grow and increase
its amount of loans, and not as a response to any material change in the level
of nonperforming loans. The allowance for losses on loans at March 31, 2000 was
$11.8 million or 0.97% of total loans, as compared to $11.0 million, or 0.92% of
total loans, at December 31, 1999.
Noninterest Income. Total noninterest income increased 45.2% to $2.1 million in
the three months ended March 31, 2000 as compared to $1.5 million in the same
period in 1999.
Gain on sale of loans was $309,000 in the three month period ended March 31,
2000, as compared to $400,000 during the same period in 1999. The primary reason
for the decrease in the first quarter, 2000 was an increase in interest rates
which has caused a decline in origination volumes and therefore in loans
available to sell as compared to the same period in
22
<PAGE> 23
1999. The proceeds of residential loan sales in the first quarter, 2000 were
$23.0 million as compared to $59.7 million in the same period in 1999.
Net loan servicing income remained stable at $335,000 for both the three month
periods ended March 31, 2000 and March 31, 1999. The portfolio of loans serviced
for others declined to $1.4 billion at March 31, 2000 as compared to $1.7
billion at December 31, 1999. Servicing rights for approximately $400 million of
loans were sold in the fourth quarter, 1999 and these loans were included in the
year end balance until their transfer in the first quarter. A gain of $762,000
was recognized on this sale of rights in the fourth quarter, 1999. Purchases of
loan servicing rights and origination of loan servicing partially offset
payoffs, sales, and the amortization of existing loans serviced. Metropolitan
remains committed to this line of business and continues to evaluate new
acquisitions. Metropolitan will only acquire the rights to service portfolios
where the loan characteristics and pricing are consistent with management's
long-term profitability objectives.
Service charges on deposit accounts increased $48,000 to $320,000 in the three
month period ended March 31, 2000 compared to the first quarter, 1999. The
primary reasons for the increase were the overall growth in deposit accounts and
increases in deposit account prices for fees in 2000 as compared to 1999.
Gains on sale of securities in the three months ended March 31, 2000, were
$333,000 while there were no gains in the first quarter of 1999. The gain in the
first quarter, 2000 was the result of the sale of $12.7 million of FNMA
securities originated by Metropolitan in 1999 as part of the multifamily
securitization and $8.6 million of FHLMC securities comprised of residential
loans originated by Metropolitan.
Other noninterest income increased $368,000 to $818,000 in the three month
period ended March 31, 2000, compared to the same period in the previous year.
This increase was primarily due to increased fee income generated from the
increased level of business and increased rental income in the first quarter,
2000.
Noninterest Expense. Total noninterest expense increased to $9.4 million in the
three month period ended March 31, 2000 as compared to $7.5 million for the same
period in 1999.
Personnel related expenses increased $1.1 million in the three month period
ended March 31, 2000 as compared to the same period in 1999. These increases
were primarily a result of increased staffing levels to support new retail sales
offices locations, new mortgage origination offices, and increased business
levels.
Occupancy costs increased $252,000 in the three month period ended March 31,
2000, over the same period in 1999. This increase was generally the result of
three additional full service retail sales offices and three mortgage
origination offices opened in 1999 and two retail sales offices opened in 2000.
Federal deposit insurance premiums increased $158,000, or 78.6%, to $359,000 in
the first quarter, 2000 as compared to $201,000 in the first quarter of 1999.
The primary reason for the increase was the Bank's regulatory capital level and
the Bank's regulatory rating.
23
<PAGE> 24
Data processing expense increased $95,000 in the three month period ending March
31, 2000 as compared to the same period in 1999. This increase was the result of
expenses incurred for electronic banking which is scheduled to begin in 2000 and
overall increases in data processing costs related to additional retail sales
offices, numbers of accounts, and account activity.
Other operating expenses, which include miscellaneous general and administrative
costs such as loan servicing, loan processing costs, business development, check
processing and ATM expenses, increased $163,000 for the three month period ended
March 31, 2000 as compared to the same period in 1999. This increase was
generally the result of increases in expenses pertaining to increased business
activities, real estate owned expenses, and increased costs for professional
services.
Provision for Income Taxes. The provision for income taxes decreased $512,000
for the three month period ended March 31, 2000 as compared to the same period
in 1999. The primary reason for the decrease in the provision was the decreased
level of income over the prior year. The effective tax rate was 32.5% for the
three month period ended March 31, 2000 as compared to 35.9% for the same period
in 1999.
ASSET QUALITY
Metropolitan's goal is to maintain high quality loans in the loan portfolio
through conservative lending policies and prudent underwriting. We undertake
detailed reviews of the loan portfolio regularly to identify potential problem
loans or trends early and to provide for adequate estimates of potential losses.
In performing these reviews, management considers, among other things, current
economic conditions, portfolio characteristics, delinquency trends, and
historical loss experiences. We normally consider loans to be nonperforming when
payments are 90 days or more past due or when the loan review analysis indicates
that repossession of the collateral may be necessary to satisfy the loan. In
addition, a loan is considered impaired when, in management's opinion, it is
probable that the borrower will be unable to meet the contractual terms of the
loan. When loans are classified as nonperforming, we assess the collectability
of the unpaid interest. Interest determined to be uncollectible is reversed from
interest income. Future interest income is recorded only if the loan principal
and interest due is considered collectible and is less than the estimated fair
value of the underlying collateral.
24
<PAGE> 25
The table below provides information concerning Metropolitan's nonperforming
assets and the allowance for losses on loans as of the dates indicated. All
loans classified by management as impaired were also classified as
nonperforming.
March 31, December 31,
2000 1999
---- ----
(Dollars in thousands)
Nonaccrual loans $ 10,435 $ 8,933
Loans past due greater than
90 days or impaired, still accruing 344 448
---------- ----------
Total nonperforming loans 10,779 9,381
Real estate owned 3,691 5,263
---------- ----------
Total nonperforming assets $ 14,470 $ 14,644
========== ==========
Allowance for losses on loans $ 11,803 $ 11,025
========== ==========
Nonperforming loans to total loans 0.89% 0.79%
Nonperforming assets to total assets 0.90% 0.91%
Net charge-offs to average loans 0.24%(1) 0.19%
Provision for loan losses to average loans 0.50%(1) 0.54%
Allowance for losses on loans to total
nonperforming loans at end of period 109.50% 117.52%
Allowance for losses on loans to
total loans at end of period 0.97% 0.92%
(1) Annualized for comparative purposes.
Nonperforming assets at March 31, 2000 decreased $100,000 to $14.5 million as
compared to $14.6 million at December 31, 1999. In spite of the growth
experienced in the loan portfolio, total nonperforming assets have decreased
slightly in 2000.
In addition to the nonperforming assets included in the table above, we identify
potential problem loans which are still performing but have a weakness which
causes us to classify those loans as substandard for regulatory purposes. There
was $3.2 million of loans in this category at March 31, 2000. Management
believes the Bank is well secured against loss.
FINANCIAL CONDITION
Total assets amounted to $1.602 billion at March 31, 2000, as compared to $1.608
billion at December 31, 1999, a decrease of $6 million. The decrease in assets
was concentrated in mortgage-backed securities and was partially offset by an
increase in loans receivable, net.
25
<PAGE> 26
Mortgage backed securities decreased $32.0 million to $223.8 million compared to
December 31, 1999. The decrease was due to the sale of $12.7 million of FNMA
securities and paydowns of various other securities.
Loans receivable, including loans held for sale, increased $20.6 million, or
1.7%, during the three months ended March 31, 2000. This increase was primarily
due to increases in single family loans of $8.2 million, commercial real estate
loans of $10.5 million, and modest increases in other loan categories which were
partially offset by a $6.6 million decrease in multifamily loans. These
increases resulted from the relatively stable loan demand, increased loan
production staff, and increased marketing efforts.
Federal Home Loan Bank stock increased $2.3 million, or 21.4%, to $13.3 million
at March 31, 2000 as compared to $10.9 million at December 31, 1999. This
increase is a result of increased FHLB borrowings in the first quarter, 2000.
Real estate owned decreased $1.6 million, or 29.9%, to $3.7 million at March 31,
2000. The sale of three properties, including a strip shopping center with a
book value of $1.1 million, occurred in the first quarter, 2000. These three
properties were included in the year-end 1999 balance.
Deposits totaled $1.105 billion at March 31, 2000, a decrease of $31 million, or
2.7%, from the balance at December 31, 1999. The decrease resulted principally
from the net outflow of $19.4 million in out-of-state deposits and $8.0 in
custodial balances.
Borrowings increased $26.7 million, or 7.4% from December 31, 1999 to March 31,
2000. The increase was the result of increased use of Federal Home Loan Bank
advances of $50.7 million offset by a $25.0 million decrease in the commercial
bank repurchase agreement. The net increase in borrowings was a strategic
decision to replace high cost deposits with borrowings.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity. The term "liquidity" refers to our ability to generate adequate
amounts of cash for funding loan originations, loan purchases, deposit
withdrawals, maturities of borrowings, and operating expenses. Our primary
sources of internally generated funds are principal repayments and payoffs of
loans, cash flows from operations, and proceeds from sales of assets. External
sources of funds include increases in deposits and borrowings, and public or
private offerings by Metropolitan.
The Corporation's primary source of funds currently is dividends from the Bank,
which are subject to restrictions imposed by federal bank regulatory agencies.
The Corporation's primary use of funds is for interest payments on its existing
debt. At March 31, 2000, the Corporation, excluding the Bank, had cash and
readily convertible investments of $1.6 million. The Corporation has a $12
million line of credit with a commercial bank. At March 31, 2000, the
Corporation had a balance of $7 million outstanding, leaving $5 million
available to borrow.
The Bank is required by regulation to maintain a liquidity ratio (average daily
balance of liquid assets to average daily balance of net withdrawable accounts
and short-term borrowings) of 4%. The Bank's liquidity ratio for
26
<PAGE> 27
March, 2000 was 4.00%. Historically, Metropolitan has maintained its liquidity
close to the required minimum since the yield available on qualifying
investments is lower than alternative uses of funds and is generally not at an
attractive spread over incremental cost of funds.
While principal repayments and FHLB advances are fairly stable sources of funds,
deposit flows and loan prepayments are greatly influenced by prevailing interest
rates, economic conditions, and competition. Metropolitan regularly reviews cash
flow needed to fund its operations and believes that the existing resources are
adequate for its foreseeable requirements.
At March 31, 2000, $166.7 million, or 15.1%, of Metropolitan's deposits were in
the form of certificates of deposit of $100,000 and over. If a large number of
these certificates of deposits matured at approximately the same time and were
not renewed, there could be an adverse effect on Metropolitan's liquidity.
Metropolitan monitors maturities to attempt to minimize the potential adverse
effect on liquidity.
When evaluating sources of funds, we consider the cost of various alternatives
such as local retail deposits, FHLB advances and other wholesale borrowings. One
option considered and utilized in the past has been the acceptance of
out-of-state time deposits from individuals and entities, predominantly
financial institutions. These deposits typically have balances of $90,000 to
$100,000 and have a term of one year or more. At March 31, 2000, approximately
$162.2 million, or 14.6% of our deposits were held by these individuals and
entities. If we were unable to replace these deposits upon maturity, there could
be an adverse effect on our liquidity. We monitor maturities to attempt to
minimize any potential adverse effect on liquidity. In addition, $24.7 million
of the certificates of deposit of $100,000 or more are also included in
out-of-state time deposits discussed above.
We have access to wholesale borrowings based on the availability of eligible
collateral. The FHLB makes funds available for housing finance based upon the
blanket or specific pledge of certain one- to four-family loans and various
types of investment and mortgage-backed securities. The Bank had borrowing
capacity at the FHLB under its blanket pledge agreement of approximately $282
million at March 31, 2000, of which $265 million was utilized. The financial
market makes funds available through reverse repurchase agreements by accepting
various investment and mortgage-backed securities as collateral. The Bank had
borrowings through reverse repurchase agreements of approximately $80 million at
March 31, 2000, which utilized substantially all of the Bank's eligible
collateral. Also, the Bank has a $55 million line of credit available through a
commercial bank repurchase agreement. The balance on this line was $30 million
at March 31, 2000.
Capital. The Office of Thrift Supervision ("OTS") imposes capital requirements
on savings associations. Savings associations are required to meet three minimum
capital standards: (i) a leverage requirement, (ii) a tangible capital
requirement, and (iii) a risk-based capital requirement. Such standards must be
no less stringent than those applicable to national banks. In addition, the OTS
is authorized to impose capital requirements in excess of these standards on
individual associations on a case-by-case basis.
27
<PAGE> 28
The Bank's regulatory capital ratios at March 31, 2000 were in excess of the
capital requirements specified by OTS regulations as shown by the following
table:
<TABLE>
<CAPTION>
TANGIBLE CAPITAL CORE CAPITAL RISK-BASED CAPITAL
---------------- ------------ ------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Capital amount
Actual $107,274 6.67% $107,338 6.68% $116,442 9.58%
Required 24,111 1.50 64,300 4.00 97,246 8.00
------ ---- ------ ---- ------ ----
Excess $83,163 5.17% $43,038 2.68% $ 19,196 1.58%
====== ==== ====== ==== ====== ====
</TABLE>
We anticipate that under the current regulations, the Bank will continue to meet
its minimum capital requirements in the foreseeable future. However, events
beyond the control of the Bank, such as increased interest rates or a downturn
in the economy, could adversely affect future earnings and consequently, the
ability of the Bank to meet its future capital requirements.
RECENT ACCOUNTING DEVELOPMENTS
In June, 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 addresses the
accounting for derivative instruments and certain derivative instruments
embedded in other contracts and hedging activities. The statement standardizes
the accounting for derivative instruments by requiring that an entity recognize
those items as assets or liabilities in the statement of financial position and
measure them at fair value. This statement is effective for all fiscal years
beginning after June 15, 1999. The adoption date of SFAS No. 133 was
subsequently deferred by SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of the Effective Date of FASB Statement No.
133." Under Statement No. 137 issued in June, 1999, the effective date was
delayed to all fiscal years beginning after June 15, 2000. We do not expect this
statement to have a material effect on the Corporation's consolidated financial
position or results of operation, but the effect will depend on derivative
holdings when this standard applies.
FORWARD LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts are
forward looking statements that are subject to certain risks and uncertainties.
When used herein, the terms "anticipates," "plans," "expects," "believes," and
similar expressions as they relate to Metropolitan or its management are
intended to identify such forward looking statements. Metropolitan's actual
results, performance or achievements may materially differ from those expressed
or implied in the forward looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.
28
<PAGE> 29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Metropolitan, like other financial institutions, is subject to market risk.
Market risk is the risk that a company can suffer economic loss due to changes
in the market values of various types of assets or liabilities. As a financial
institution, we make a profit by accepting and managing various types of risks.
The most significant of these risks are credit risk and interest rate risk. The
principal market risk for us is interest rate risk. Interest rate risk is the
risk that changes in market interest rates will cause significant changes in net
interest income because interest-bearing assets and interest-bearing liabilities
mature at different intervals and reprice at different times.
The Office of Thrift Supervision currently looks to the Thrift Bulletin 13a,
issued December 1, 1998, to evaluate interest rate risk at institutions they
supervise. They categorize interest rate risk as minimal, moderate, significant,
or high based on a combination of the projected Net Portfolio Value ("NPV")
after a 200 basis point change in interest rates and the size of that change in
NPV due to a 200 basis point change in interest rates.
We manage interest rate risk in a number of ways. Some of the tools used to
monitor and quantify interest rate risk include:
- annual budgeting process;
- weekly review of certificate of deposit maturities by day;
- monthly forecast of balance sheet activity;
- monthly review of listing of liability rates and maturities by month;
- monthly shock report of effect of sudden interest rate changes on net
interest income;
- monthly shock report of effect of sudden interest rate changes on net
value of portfolio equity; and
- monthly analysis of rate and volume changes in historic net interest
income.
We have established an asset and liability committee to monitor interest rate
risk. This committee is made up of senior officers from finance, lending and
deposit operations. The committee meets at least quarterly, reviews our current
interest rate risk position, and determines strategies to pursue for the next
quarter. The activities of this committee are reported to the Board of Directors
of the Bank quarterly. Between meetings, the members of this committee are
involved in setting rates on deposits, setting rates on loans and serving on
loan committees where they work on implementing the established strategies.
During 2000, like many financial institutions, we had exposure to potential
declines in net interest income from rising interest rates. This is because
Metropolitan has had more short-term interest rate sensitive liabilities than
short-term interest rate sensitive assets. One of the ways we monitor interest
rate risk quantitatively is to measure
29
<PAGE> 30
the potential change in net interest income based on various immediate changes
in market interest rates. The following table shows the change in net interest
income for immediate sustained parallel shifts of 1% and 2% in market interest
rates for year-end 1999 and the most recent quarter.
EXPECTED CHANGE IN NET INTEREST INCOME
--------------------------------------
CHANGE IN INTEREST RATE MARCH 31, 2000 DECEMBER 31, 1999
- ----------------------- -------------- -----------------
+2% -16% -18%
+1% -8% -9%
-1% +7% +8%
-2% +14% +15%
The change in net interest income from a change in market rates is a short-term
measure of interest rate risk. The results above indicate that we have a
significant short-term exposure to rising rates but that the exposure declined
during the quarter.
Another quantitative measure of interest rate risk is the change in the market
value of all financial assets and liabilities based on various immediate
sustained shifts in market interest rates. This concept is also known as net
portfolio value and is the methodology used by the Office of Thrift Supervision
in measuring interest rate risk. The following table shows the change in net
portfolio value for immediate sustained parallel shifts of 1% and 2% in market
interest rates for year-end 1999 and the most recent quarter.
EXPECTED CHANGE IN NET PORTFOLIO VALUE
--------------------------------------
CHANGE IN INTEREST RATE MARCH 31, 2000 DECEMBER 31, 1999
- ----------------------- -------------- -----------------
+2% -48% -51%
+1% -24% -25%
-1% +25% +24%
-2% +54% +47%
The change in net portfolio value is a long-term measure of interest rate risk.
It assumes that no significant changes in assets or liabilities held would take
place if there were a sudden change in interest rates. Because we monitor
interest rate risk regularly and actively manage that risk, these projections
serve as a worst case scenario assuming no reaction to changing rates. The
results above indicate that our exposure to rising interest rates has declined
during 2000, but remains high. Under TB 13a, Metropolitan falls in the high
interest rate risk category as of March 31, 2000, based upon current sensitivity
to interest rate changes and the current level of regulatory capital.
Our strategies to limit interest rate risk from rising interest rates are as
follows:
- originate one- to four-family adjustable rate loans for the portfolio;
- originate one- to four-family fixed rate loans for sale;
30
<PAGE> 31
- originate the majority of business loans to float with prime rates;
- increase core deposits which have low interest rate sensitivity;
- increase certificates of deposit with maturities over one year;
- borrow funds with maturities greater than a year; and
- increase the volume of loans serviced since they rise in value as
rates rise.
We also follow strategies that increase interest rate risk in limited ways
including:
- originating and purchasing fixed rate multifamily and commercial real
estate loans limited to ten year maturities; and
- originating and purchasing fixed rate consumer loans with terms from
two to fifteen years.
The result of these strategies taken together is that Metropolitan has taken on
long-term interest rate risk by adding some ten year fixed rate loans and
financing those loans with certificates of deposit and borrowings with terms
from one year to five years and short term borrowings during 1999. In the first
quarter of 2000, we have strived to fund all significant additions of fixed rate
assets with borrowings with similar repayment terms. We plan to continue this
funding pattern throughout the remainder of 2000.
The Bank's level of interest rate risk as of March 31, 2000, is outside the
limits set by the Bank's Board of Directors. Therefore, management has
implemented a strategy to decrease interest rate risk during the remainder of
2000 by focusing on:
- limiting ten year fixed rate commercial real estate loans that can be
readily sold;
- limiting the purchase of fixed rate consumer loans to those with high
enough yields to be profitable when matched with similar borrowing
maturities; and
- extending liability maturities when long term rates are favorable.
We are also aware that any method of measuring interest rate risk including the
two used above has certain shortcomings. For example, certain assets and
liabilities may have similar maturities or repricing dates but their repricing
rates may not follow the general trend in market interest rates. Also, as a
result of competition, the interest rates on certain assets and liabilities may
fluctuate in advance of changes in market interest rates while rates on other
assets and liabilities may lag market rates. In addition, any projection of a
change in market rates requires that prepayment rates on loans and early
withdrawal of certificates of deposits be projected and those projections may be
inaccurate. We focus on the change in net interest income and the change in net
portfolio value
31
<PAGE> 32
as a result of immediate and sustained parallel shifts in interest rates as a
balanced approach to monitoring interest rate risk when used with budgeting and
the other tools noted above.
At the present time we do not hold any trading positions, foreign currency
positions, or commodity positions. Equity investments are approximately 1% of
assets and half of that amount is held in Federal Home Loan Bank stock which can
be sold to the Federal Home Loan Bank of Cincinnati at par. Therefore, we do not
consider any of these areas to be a source of significant market risk.
32
<PAGE> 33
PART II. OTHER INFORMATION
Items 1-5 are not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit
NUMBER DESCRIPTION
------ -----------
3.1 Amended and Restated Articles of Incorporation of
Metropolitan (filed as Exhibit 2 to the Corporation's
Form 8-A, filed October 15, 1996 and incorporated herein
by reference).
3.2 Amended and Restated Code of Regulations of the
Corporation (filed as Exhibit 3.2 Metropolitan's
Registration Statement on Form S-1 , filed February 26,
1999 and incorporated herein by reference).
4.1 Indenture, dated as of April 30, 1998, of the
Corporation relating to the 8.60% Junior Subordinated
Debentures due June 30, 2028 (filed as Exhibit 4.1 to
the Corporation's Form 10-Q, filed May 15, 1998 and
incorporated herein by reference).
4.2 Amended and Restated Trust Agreement, dated as of April
30, 1998, of Metropolitan Capital Trust I (filed as
Exhibit 4.2 to the Corporation's Form 10-Q, filed May
15, 1998 and incorporated herein by reference).
4.3 Guarantee of Metropolitan relating to the Trust
Preferred Securities dated April 30, 1998 (filed as
Exhibit 4.3 to the Corporation's Form 10-Q, filed May
15, 1998 and incorporated herein by reference).
4.4 Agreement as to Expenses and Liabilities, dated as of
April 30, 1998 (filed as Exhibit 4.4 to Metropolitan's
Form 10-Q, filed May 15, 1998 and incorporated herein by
reference).
4.5 Indenture, dated as of May 14, 1999, of Metropolitan
relating to the 9.50% Junior Subordinated Debentures due
June 30, 2029 (filed as Exhibit 4.1 to the Corporation's
Form S-1, filed May 11, 1999 and incorporated herein by
reference).
4.6 Amended and Restated Trust Agreement, dated as of May
14, 1999, of Metropolitan Capital Trust II (filed as
Exhibit 4.4 to the Corporation's Form S-1, filed May 11,
1999 and incorporated herein by reference).
33
<PAGE> 34
4.7 Guarantee of the Corporation relating to the Trust
Preferred Securities dated May 14, 1999 (filed as
Exhibit 4.6 to the Corporation's Form S-1, filed May 11,
1999 and incorporated herein by reference).
4.8 Agreement as to Expenses and Liabilities, dated as of
May 14, 1999 (filed as Exhibit D to Exhibit 4.4 to the
Corporation's Form S-1, filed May 11, 1999 and
incorporated herein by reference).
10.1 The Restated Loan Agreement by and between the
Huntington National Bank and the Corporation dated as
of May 28, 1999 (incorporated herein by reference to
Exhibit 99.1 to Metropolitan's Form 10-Q filed May 14,
1998).
27 Financial Data Schedule.(1)
b. Reports on Form 8-K - No reports on Form 8-K were filed
by Metropolitan during the first three months of 2000.
(1) Filed only in electronic format pursuant to item
601(b)(27) of Regulation S-K.
34
<PAGE> 35
METROPOLITAN FINANCIAL CORP.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
METROPOLITAN FINANCIAL CORP.
By: /S/ KENNETH T. KOEHLER
-------------------------
Kenneth T. Koehler,
President, Assistant Secretary and
Assistant Treasurer,
(principal financial
and accounting officer)
Date: May 15, 2000
35
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
METROPOLITAN FINANCIAL CORP. MARCH 31, 2000 FORM 10-Q, INCLUDING THE
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION, CONSOLIDATED STATEMENTS OF
OPERATIONS, CONSOLIDATED STATEMENTS OF CASH FLOWS, AND THE ACCOMPANYING NOTES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 16,359
<INT-BEARING-DEPOSITS> 1,857
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 258,805
<INVESTMENTS-CARRYING> 15,980
<INVESTMENTS-MARKET> 16,155
<LOANS> 1,223,031
<ALLOWANCE> 11,083
<TOTAL-ASSETS> 1,602,388
<DEPOSITS> 1,105,374
<SHORT-TERM> 181,584
<LIABILITIES-OTHER> 22,272
<LONG-TERM> 205,476
0
0
<COMMON> 0
<OTHER-SE> 43,932
<TOTAL-LIABILITIES-AND-EQUITY> 1,602,388
<INTEREST-LOAN> 24,604
<INTEREST-INVEST> 5,305
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 29,909
<INTEREST-DEPOSIT> 13,519
<INTEREST-EXPENSE> 20,266
<INTEREST-INCOME-NET> 9,643
<LOAN-LOSSES> 1,500
<SECURITIES-GAINS> 333
<EXPENSE-OTHER> 9,359
<INCOME-PRETAX> 899
<INCOME-PRE-EXTRAORDINARY> 607
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 607
<EPS-BASIC> 0.08
<EPS-DILUTED> 0.08
<YIELD-ACTUAL> 2.54
<LOANS-NON> 10,435
<LOANS-PAST> 344
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 11,025
<CHARGE-OFFS> 733
<RECOVERIES> 11
<ALLOWANCE-CLOSE> 11,803
<ALLOWANCE-DOMESTIC> 11,803
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
