<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for Quarterly period ended September 30, 2000.
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to ________.
No. 0-24145
(Commission File Number)
MAIN STREET BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 23-2960905
------------ ----------
(State of Incorporation) (IRS Employer ID Number)
601 PENN STREET, READING, PA 19601
---------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(610) 685-1400
--------------
(Registrant's Telephone Number)
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 ___
---
Number of Shares Outstanding as of October 31, 2000
COMMON STOCK ($1.00 Par Value) 10,469,906
----------------------------- ---------------------
(Title of Class) (Outstanding Shares)
<PAGE>
MAIN STREET BANCORP, INC.
FORM 10-Q
For the Quarter Ended September 30, 2000
Contents
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION Page No.
<S> <C>
Item 1 Financial Statements (Unaudited)
Consolidated Balance Sheets as of
September 30, 2000 and December 31,1999 5
Consolidated Statements of Income for the
Three Month and Nine Month Periods ended
September 30, 2000 and 1999 6
Consolidated Statement of Stockholders'
Equity for the Nine Month Periods
Ended September 30, 2000 and 1999 7
Consolidated Statements of Cash Flows for
the Nine Month Periods Ended September 30,
2000 and 1999 8
Notes to Consolidated Financial Statements 10
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 3 Quantitative and Qualitative Disclosures About
Market Risk 23
PART II OTHER INFORMATION
Item 1 Legal Proceedings 23
Item 2 Changes in Securities 23
Item 3 Defaults Upon Senior Securities 23
Item 4 Submission of Matters to a Vote of Security Holders 23
Item 5 Other Information 23
</TABLE>
2
<PAGE>
Item 6 Exhibits and Reports on Form 8-K 23
3
<PAGE>
Main Street Bancorp, Inc. (the Company) may from time to time make written
or oral "forward-looking statements," including statements contained in the
Company's filings with the Securities and Exchange Commission (including this
Quarterly Report on Form 10-Q and the exhibits hereto and thereto), in its
reports to stockholders and in other communications by the Company, which are
made in good faith by the Company pursuant to the "safe harbor" provisions of
the private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with respect to the
Company's beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, that are subject to significant risks and
uncertainties, and are subject to change based on various factors (some of which
are beyond the Company's control). The words "may," "could," "should," "would,"
"believe," "anticipate," "estimate," "expect," "intend," "plan" and similar
expressions are intended to identify forward-looking statements. The following
factors, among others, could cause the Company's financial performance to differ
materially from the plans, objectives, expectations, estimates and intentions
expressed in such forward-looking statements: the strength of the United States
economy in general and the strength of the local economies in which the Company
conducts operations; the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the Board of Governors of
the Federal Reserve System; inflation, interest rate, market and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for the Company's products and services; the
success of the Company in gaining regulatory approval of its products and
services, when required; the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); technological changes; acquisitions; changes in consumer spending
and saving habits; and the success of the Company at managing the risks involved
in the foregoing.
The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the Company.
4
<PAGE>
MAIN STREET BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
(Unaudited)
----------------------------------
ASSETS (In thousands, except share data)
<S> <C> <C>
Cash and due from banks $ 37,216 $ 49,904
Interest-bearing deposits with banks 101 114
Federal funds sold -- 470
Securities available for sale 365,781 438,173
Securities held to maturity, fair value September 30,
2000 $243,882; December 31, 1999 $235,829 261,776 261,785
Loans receivable, net of allowance for loan losses
September 30, 2000 $8,184; December 31, 1999 $7,002 791,290 658,725
Mortgages held for sale -- 4,854
Due from mortgage investors 5,216 4,957
Bank premises and equipment, net 37,258 36,477
Accrued interest receivable and other assets 37,882 41,288
----------- -----------
TOTAL ASSETS $ 1,536,520 $ 1,496,747
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Demand, non-interest bearing $ 139,907 $ 122,283
Demand, interest bearing 131,266 137,352
Savings 387,082 327,422
Time deposits 562,613 437,459
----------- -----------
TOTAL DEPOSITS 1,220,868 1,024,516
----------- -----------
Accrued interest payable and other liabilities 14,105 24,019
Other borrowed funds 150,227 274,434
Long-term debt 60,000 85,000
Guaranteed preferred beneficial interest in
Company's subordinated debentures 10,000 10,000
----------- -----------
TOTAL LIABILITIES 1,455,200 1,417,969
----------- -----------
Stockholders' equity:
Common stock, par value $1.00 per share;
authorized 50,000,000 shares; issued and outstanding
September 30, 2000 10,469,906 shares; December 31,
1999 10,449,657 shares 10,470 10,450
Surplus 64,667 64,548
Retained earnings 17,869 21,326
Accumulated other comprehensive income (loss) (11,686) (17,546)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 81,320 78,778
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,536,520 $ 1,496,747
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
MAIN STREET BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
-------------------------------------- -----------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Interest income:
Loan receivable, including fees $ 16,774 $ 12,600 $ 46,562 $ 35,984
Interest and dividends on securities:
Taxable 6,254 5,518 20,095 16,106
Tax-exempt 3,692 3,646 11,868 10,466
Other 12 31 33 49
------------------------- -------------------------
Total interest income 26,732 21,795 78,558 62,605
------------------------- -------------------------
Interest expense:
Deposits 12,844 8,846 34,826 24,655
Other borrowed funds 2,781 2,689 10,584 6,817
Long-term debt 1,225 1,039 3,808 4,014
------------------------- -------------------------
Total interest expense 16,850 12,574 49,218 35,486
------------------------- -------------------------
Net interest income 9,882 9,221 29,340 27,119
Provision for loan losses 750 200 2,125 800
------------------------- -------------------------
Net interest income after provision
for loan losses 9,132 9,021 27,215 26,319
------------------------- -------------------------
Other income:
Income from fiduciary activities 218 291 724 816
Customer service fees 2,083 951 5,793 2,408
Mortgage banking activities 330 330 185 1,029
Net realized losses on sale of securities (183) (35) (243) (113)
Other 315 225 722 510
------------------------- -------------------------
Total other income 2,763 1,762 7,181 4,650
------------------------- -------------------------
Other expenses:
Salaries and wages 3,900 3,686 11,805 10,056
Employee benefits 1 ,095 915 3,373 2,462
Special Charges 961 1,727 5,758 2,058
Occupancy 1,214 1,151 3,906 2,892
Equipment depreciation and maintenance 814 648 2,345 1,748
Other 3,275 2,994 9,888 8,373
------------------------- -------------------------
Total other expenses 11,259 11,121 37,075 27,589
------------------------- -------------------------
Income (loss) before income taxes 636 (338) (2,679) 3,380
Federal income tax benefit (800) (1,108) (3,665) (1,773)
========================= =========================
Net Income $ 1,436 $ 770 $ 986 $ 5,153
========================= =========================
Basic earnings per share $ 0.13 $ 0.07 $ 0.09 $ 0.49
========================= =========================
Diluted earnings per share $ 0.13 $ 0.07 $ 0.09 $ 0.49
========================= =========================
</TABLE>
See Notes to Consolidated Financial Statements
6
<PAGE>
MAIN STREET BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 2000 and 1999 (unaudited)
<TABLE>
<CAPTION>
Number Of Accumulated
Shares Other
Common Common Retained Comprehensive
Stock Stock Surplus Earnings Income (loss) Total
-----------------------------------------------------------------------------------------------
(In thousands, except share data)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 10,388,443 $ 10,388 $ 64,134 $ 19,227 $ 1,163 $ 94,912
-------------
Comprehensive income
Net income 5,153 5,153
Change in net unrealized
gains (losses) on securities
available for sale (13,085) (13,085)
-------------
Total comprehensive income (7,932)
-------------
Issuance of common stock upon
exercise of stock options 41,510 42 256 -- -- 298
Cash dividends declared -- -- --- (4,374) -- (4,374)
---------------------------------------------------------------------------------------------
Balance September 30, 1999 10,429,953 $ 10,430 $ 64,390 $ 20,006 ($11,922) $ 82,904
=============================================================================================
Balance, December 31, 1999 10,449,657 $ 10,450 $ 64,548 $ 21,326 $(17,546) $ 78,778
Comprehensive income
Net income 986 986
Change in net unrealized
gains (losses) on securities
available for sale 5,860 5,860
-------------
Total comprehensive income 6,846
-------------
Issuance of common stock upon
exercise of stock options 20,249 20 119 -- -- 139
Cash dividends declared -- -- -- (4,443) -- (4,443)
---------------------------------------------------------------------------------------------
Balance September 30, 2000 10,469,906 $ 10,470 $ 64,667 $ 17,869 ($11,686) $ 81,320
=============================================================================================
</TABLE>
See Notes to Consolidated Financial Statements
7
<PAGE>
MAIN STREET BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
-------------------------
September 30, 2000 September 30,1999
-----------------------------------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 986 $ 5,153
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan and foreclosed real estate losses 2,125 833
Provision for depreciation and amortization 2,666 1,799
Provision for special charges 5,758 2,058
(Gain) loss on sale of equipment and foreclosed real estate 3 (84)
Net realized loss on sale of securities 243 113
Provision for deferred income taxes (2,002) (2,962)
Proceeds from sale of mortgage loans 52,667 72,126
Net (gain) loss on sale of mortgage loans 120 (399)
Mortgage loans originated for sale (48,192) (60,532)
Net (amortization) accretion of security premiums and discounts (697) 270
(Increase) decrease in accrued interest receivable and other assets 2,397 (16,393)
Increase (decrease) in accrued interest payable and other liabilities (5,160) 562
--------- -------
Net cash provided by operating activities 10,914 2,544
--------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities available for sale 125,772 56,667
Proceeds from maturities of and principal repayments on securities
available for sale 7,073 28,903
Proceeds from maturities and call of securities held to maturity 35 65
Purchases of securities available for sale (61,514) (107,893)
Purchases of securities held to maturity -- (110,446)
(Increase) decrease in interest-bearing deposits with banks 13 (817)
Decrease in Federal Funds Sold 470 --
Loans made to customers, net of principal collected (135,444) (91,563)
Proceeds from sales of foreclosed real estate 669 784
Proceeds from sales of bank premises and equipment 25 9
Purchases of premises and equipment (3,542) (10,248)
-------- ---------
Net cash used in investing activities (66,443) (234,539)
-------- ---------
</TABLE>
8
<PAGE>
MAIN STREET BANCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS Con't. (Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
-------------------------
September 30, 2000 September 30, 1999
--------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand and savings deposits $ 71,198 $ 92,573
Net increase in time deposits 125,154 107,247
Proceeds from (repayment of) other borrowed funds (124,207) 102,912
Principal payments of long-term borrowings (25,000) (50,000)
Proceeds from exercise of stock options 139 298
Cash dividends paid (4,443) (4,374)
--------- ---------
Net cash provided by financing activities 42,841 248,656
--------- ---------
Increase (decrease) in cash and due from banks (12,688) 16,661
Cash and due from banks:
Beginning 49,904 28,710
--------- ---------
Ending $ 37,216 $ 45,371
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 51,253 $ 33,574
========= =========
Income taxes $ 1,360 $ 1,360
========= =========
</TABLE>
See Notes To Consolidated Financial Statements
9
<PAGE>
MAIN STREET BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The unaudited consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Main Street Bank (the "Bank"), MBNK
Investment Company and MBNK Capital Trust I. All significant intercompany
accounts and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for fair presentation have been included. Operating results for the
nine-month period ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2000.
EARNINGS PER SHARE
The following table sets forth the computations of basic and diluted earnings
per share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Numerator, net income $ 1,436,000 $ 770,000 $ 986,000 $ 5,153,000
============================= =============================
Denominator:
Denominator for basic earnings per
share, weighted average shares 10,469,906 10,417,346 10,459,514 10,410,114
Effect of dilutive securities, stock options 1,512 69,221 3,466 60,233
----------------------------- -----------------------------
Denominator for diluted earnings per
share, weighted average shares
and assumed conversions 10,471,418 10,486,567 10,462,980 10,470,347
============================= =============================
Basic earnings (loss) per common share $ 0.13 $ 0.07 $ 0.09 $ 0.49
============================= =============================
Diluted earnings (loss) per common share $ 0.13 $ 0.07 $ 0.09 $ 0.49
============================= =============================
</TABLE>
COMPREHENSIVE INCOME
Accounting principles require that recognized revenue, expenses, gains and
losses be included in net income. Although certain changes in assets and
liabilities, such as unrealized gains and losses on available for sale
securities, are reported as a separate component of the
10
<PAGE>
equity section of the balance sheet, such items, along with net income, are
components of comprehensive income (loss).
The components of other comprehensive income (loss) and related tax effects are
as follows:
For the Nine Months Ended
September September
30, 2000 30, 1999
------------------------
Unrealized holding gains (losses) on available
for sale securities $ 8,772 $(20,244)
Less reclassification adjustment for gains
(losses) included in net income (243) (113)
-------- --------
Net unrealized gains (losses) 9,015 (20,131)
Tax (expense) benefit (3,155) 7,046
-------- --------
Net of tax amount $ 5,860 $(13,085)
======== ========
OTHER EXPENSES
The following represents the most significant categories of other expenses for
the three and nine months ended September 30:
Three Months Nine Months
Ended September 30, Ended September 30,
2000 1999 2000 1999
------------------- -------------------
(In Thousands)
Advertising $ 726 $ 681 $2,067 $1,794
Data processing and MAC fees 784 416 2,241 1,145
Office supplies and expenses 526 575 1,689 1,512
Professional fees 326 211 801 613
All other expenses 913 1,111 3,090 3,309
---------------------------------------
$3,275 $2,994 $9,888 $8,373
================== ===================
SPECIAL CHARGES
During the third quarter of 2000, the Company recorded pre-tax special charges
of $961,000 ($625,000 after-tax), or $0.06 per share, which represent severance
payments under an employment agreement to a former executive. For the first nine
months of 2000, the Company recorded pre-tax special charges of $5.8 million
($3.7 million after-tax), or $0.36 per share, most of which related to the
corporate reorganization plan announced in April and the closing of Granite
Mortgage Corporation, a wholly-owned subsidiary of the Bank. The components of
the special charges and the related accrual for the third quarter of 2000 are as
follows:
11
<PAGE>
<TABLE>
<CAPTION>
Beginning Special Non-Cash Cash
(In thousands) Balance Charges Writedowns Payments Balance
7/1/00 9/30/00
-------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Severance and employee-related costs $2,149 $ 961 $ -- $ 200 $2,910
Exit of Granite Mortgage 1,303 -- -- 74 1,229
Other 248 -- -- 93 155
-------------------------------------------------------
$3,700 $ 961 $ -- $ 367 $4,294
=======================================================
</TABLE>
The components of the special charges and the related accrual for the nine
months of 2000 are as follows:
<TABLE>
<CAPTION>
Beginning Special Non-Cash Cash
(In thousands) Balance Charges Writedowns Payments Balance
1/1/00 9/30/00
-------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Severance and employee-related costs $ -- $ 3,361 $ -- $ 451 $2,910
Exit of Granite Mortgage -- 2,017 614 174 1,229
Other -- 380 1 224 155
-------------------------------------------------------
$ -- $ 5,758 $ 615 $ 849 $4,294
=======================================================
</TABLE>
The above severance and employee-related costs include payments to former
executives under employment agreements in connection with the restructuring plan
announced on April 25, 2000 as well as severance and employee-related costs
incurred in the third quarter. As per the employment agreements, payments are
being made monthly over 12 to 36 months, depending on the individual agreement.
On May 12, 2000, the Board of Directors announced that the Bank had ceased its
Virginia mortgage operations at Granite Mortgage Corporation, Inc. because of
the lack of profitability along with the fact that future prospects for
achieving reasonable returns were doubtful. The exit costs of Granite Mortgage
include the write-off of goodwill, the expected satisfaction of remaining
contractual obligations of the Corporation and the related professional fees.
Other special charges consist primarily of costs associated with the closing of
certain loan offices and related professional fees.
Special charges for the three and nine month periods ended September 30, 1999
represent change-of-control payments under employment agreements.
ACCOUNTING POLICIES
The Financial Accounting Standards Board issued Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities" in June 1998,
which was amended by Statement No. 137 and Statement No. 138. The Company
adopted FASB 133 effective October 1, 2000. Under the Standard, all derivatives
must be measured at fair value and recognized as either assets or liabilities in
the financial statements. As permitted under FAS 133, the Company transferred
securities with an amortized cost of $102.1 million and unrealized losses of
$4.9 million from held to maturity to available for sale. During the fourth
quarter of 2000, the Company intends to sell approximately $49.2 million of
these securities at a realized loss of approximately $1.3 million, net of tax
benefits of $446,000, which will substantially be presented as the cumulative
effect of an accounting change for the adoption of FAS 133 in the Company's
income statement.
12
<PAGE>
The Company also transferred securities with an amortized cost of $10.2 million
from available for sale to held to maturity. These securities were transferred
at their fair value on the date of transfer which was $1.7 million less than the
amortized cost of the securities. This difference, net of taxes, was reflected
in comprehensive income in stockholders' equity and is being amortized over the
period to maturity of the respective securities. Aside from the above security
transfers, the adoption of FAS 133 had no effect on the Company's financial
statements.
In September 2000, the Financial Accounting Standards Board issued Statement No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". This statement replaces FAS 125, of the same
name. It revises the standards for securitizations and other transfers of
financial assets and collateral and requires certain disclosures, but carries
over most of the provisions of FAS 125 without reconsideration. FAS 140 is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. The statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. This statement is to be applied prospectively with certain
exceptions. Other than these exceptions, earlier or retroactive application of
its accounting provisions is not permitted. The adoption of the statement is not
expected to have a significant impact on the Company.
SUBSEQUENT EVENT
On November 7, 2000, the Board of Directors of the Bank approved the
recording of up to $8.5 million ($5.6 million after-tax), or $0.53 per share, in
special charges, other one-time charges and additional loan loss provision. The
charge consists primarily of a $6.3 million pretax loss associated with adopting
FAS 133 and the expected subsequent sale of up to 20% of the Company's
securities portfolio. The proceeds from the sale are expected to be used to
payoff other borrowed funds. In addition, special charges of $700,000 relate to
the sale or closing of branches outside our primary geographic footprint and
also severance and employment related contracts. Finally, based on the Company's
credit policy, the appointment of a Chief Credit Officer, recent economic
changes and the growth and complexity in the Company's loan portfolio, the
Company will increase its allowance for loan losses by approximately $1.5
million. The Board approved these special charges and other one-time charges as
part of an overall plan to restructure the balance sheet and improve core
earnings of the Company.
13
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis are intended to assist in
understanding and evaluating the major changes in the financial condition and
earnings performance of Main Street Bancorp, Inc. (the "Company") with a primary
focus on an analysis of operating results.
FINANCIAL CONDITION HIGHLIGHTS
Total assets of $1.5 billion at September 30, 2000 increased $40.0 million,
or 2.7% from the level at December 31, 1999.
Securities decreased $72.4 million, or 10.3%, to $627.6 million at
September 30, 2000 when compared to $700.0 million at December 31, 1999. The
decrease is due to the sale of $125.8 million in securities and maturities of
$7.1 million, offset by the securities purchases in the first quarter of $61.5
million. The decrease in securities was mostly a result of the de-leverage
program to replace the securities with higher yielding loans as additional loan
volume is generated in the new markets. $135.4 million of net new loans during
the first nine months of 2000 were funded through security sales. Nearly the
entire bond securities portfolio is rated AAA by either Standard & Poor or
Moodys.
Loans receivable, net of allowance for loan losses of $8.2 million at
September 30, 2000 and $7.0 million at December 31, 1999, increased to $791.3
million at September 30, 2000 from $658.7 million at December 31, 1999. The
increase of $132.6 million, or 20.1%, was primarily due to an increase in
commercial loans and home equity loans. During the first nine months of 2000,
the Company provided for $2.1 million in loan losses.
Amounts due from mortgage investors increased to $5.2 million at September
30, 2000 from $5.0 million at December 31, 1999. These amounts represent loans
originated by the Bank for other mortgage investors/lenders under standing
commitments. These loans are temporarily funded for investors for periods
ranging from three to twenty-one days.
Mortgages held for sale decreased $4.9 million, or 100.0%, to $0 at
September 30, 2000 from $4.9 million at December 31, 1999. During the second
quarter of 2000, the Company elected to sell all of the mortgages classified as
held for sale, which at the time of the sale totaled $7.9 million. As a result
of this sale, the Company recorded a loss on the income statement of $225,000,
in addition to the $253,000 already accrued at March 31, 2000 for a total loss
on mortgages held for sale of $478,000. The Company elected to sell these
mortgages to reduce the Company's market risk position. All the mortgages sold
were fixed rate loans at rates 100-200 basis points below current market rates.
14
<PAGE>
Accrued interest receivable and other assets decreased slightly by 8.3%, or
$3.4 million, to $37.9 million at September 30, 2000 from $41.3 million at
December 31, 1999 primarily due to the change in deferred tax assets relating to
FASB 115.
Total deposits, the primary source of funds, increased $196.0 million to $1.2
billion at September 30, 2000 compared to $1.0 billion at December 31, 1999, an
increase of 19.2%. The increase in deposits was primarily in savings and time
deposits. Savings deposits increased from $327.4 million at December 31, 1999 to
$387.1 million at September 30, 2000, an increase of $59.7 million, or 18.2%.
The increase was primarily due to the addition of the 23 new branches. Total
time deposits increased $125.1 million, or 28.6%, to $562.6 million at September
30, 2000 million from $437.5 million at December 31, 1999. The increase in time
deposits was due to the CD (certificate of deposit) specials the Company was
promoting to provide longer- term funding for loan and security purchases and to
attract new customers to the Company's new branches.
Accrued interest payable and other liabilities decreased $9.9 million, or
41.3%, from $24.0 million at December 31, 1999 to $14.1 million at September 30,
2000. The decrease was due to the recording of a $10.5 million payable at
December 31, 1999 for securities that were traded but not settled. At September
30, 2000, the Company had no balance in the securities traded not settled
account.
Other borrowed funds and long-term debt decreased $149.2 million, or 41.5%,
from $359.4 million at December 31, 1999 to $210.2 million at September 30,
2000. As expected, the Company was able to pay down its borrowings resulting
from the growth of lower-cost deposits at the branches.
Stockholders' equity increased $2.5 million, or 3.2%, from $78.8 million at
December 31, 1999 to $81.3 million at September 30, 2000. The increase resulted
from the improvement in net unrealized losses on securities held for sale of
$5.9 million, offset by a decrease in retained earnings in the first nine months
of $3.5 million ($986,000 net income less cash dividends paid of $4.4 million).
At December 31, 1999, the Company had $17.5 million in unrealized losses and at
September 30, 2000, the Company had $11.7 million in unrealized losses on
securities available for sale due to the declining interest rates. Should
interest rates increase in the future, stockholders' equity could decrease due
to further unrealized losses on the securities available for sale. Should
interest rates decline in future periods, stockholders' equity could further
increase as a result of unrealized gains on securities available for sale. FASB
115 requires companies to report the securities classified as "available-for-
sale" at fair value, with unrealized gains and losses, net of deferred income
taxes, reported as a separate component of stockholders' equity. FASB 115 only
addresses one component of the balance sheet, securities, and does not take into
account fair value adjustments for the remaining items of the balance sheet. In
addition, the Company does not include the FASB 115 adjustment to stockholders'
equity when calculating the regulatory ratios. Thus, the $11.7 million reduction
to equity for unrealized losses on securities available for sale at September
30, 2000, had no impact on the Company's regulatory capital adequacy ratios.
15
<PAGE>
RESULTS OF OPERATIONS
Overview
--------
Net income for the third quarter of 2000 was $1.4 million compared to
$770,000 for the third quarter of 1999. On a per share basis, basic and diluted
earnings were $0.13 and $0.07 for the third quarter of 2000 and 1999,
respectively. Net income on an operating basis, which excludes the special
charges, one-time charges and security losses, net of tax, was $2.3 million for
the third quarter of 2000 compared to $2.0 million for the third quarter of
1999, an increase of 15.0%. Basic and diluted earnings per share, on an
operating basis, would have been $0.22 and $0.19 for the third quarter of 2000
and 1999, respectively. Net income for the first nine months of 2000 was
$986,000 compared to $5.2 million for the first nine months of 1999. On a per
share basis, basic and diluted earnings were $0.09 and $0.49. Net income on an
operating basis was $6.4 million and $6.6 million for the first nine months of
2000 and 1999, respectively. Basic and diluted earnings per share, on an
operating basis, would have been $0.61 and $0.63 for the first nine months of
2000 and 1999, respectively. During the third quarter of 2000, the Company
incurred $961,000 of special charges compared to $1.7 million in the third
quarter of 1999. Special charges in the third quarter of 2000 and 1999 relate to
severance payments to former executives. For the first nine months of 2000, the
Company incurred $5.8 million in special charges (see "other expenses") and
$845,000 in one-time charges, primarily mortgage sale losses. During the first
nine months of 1999, the Company incurred $2.1 million in special charges.
On July 25, 2000, the Company and the Bank entered into a Memorandum of
Understanding ("MOU") with the Federal Reserve Bank of Philadelphia ("FRB") and
the Pennsylvania Department of Banking (the "Department"). The MOU is not a
formal supervisory action by the FRB or the Department. Generally, the MOU
addresses perceived regulatory concerns identified by the FRB as a result of its
combined examination of the Company and the Bank and its information systems and
transfer agent examinations of the Bank, all as of December 31, 1999. The
Company and the Bank agreed in the MOU to: establish a risk management program;
revise its ALCO policies, limits, and procedures; develop a contingency
liquidity plan; develop an interest rate plan; conduct a risk assessment
relating to internet banking; develop a comprehensive strategic plan and budget;
report with respect to loan policies, and credit management; take various
actions with respect to information systems; and take certain corrective actions
with respect to transfer agent activities. The management and Directors of the
Company and the Bank also agreed to establish an asset liability committee and a
compliance committee of at least three (3) outside directors and to engage an
outside consultant to evaluate management's interest rate models and the
strategies used to monitor interest rate risk. The agreement establishes a
schedule for compliance and requires additional regulatory reporting by the
Company and the Bank. Under the MOU, the Company and the Bank may declare and
pay corporate dividends after prior notice to the FRB and the Department. The
FRB has approved payment of the third quarter dividends of both the Bank and the
Company. The Company may incur additional debt and the Company may redeem its
own stock with prior written approval from the FRB and the Department. The
Company and the Bank have taken steps necessary to comply with their respective
obligations under the MOU. Although the Company previously disclosed that it
anticipated achieving full compliance with the MOU by the fourth quarter of
2000, it now appears that full compliance will not be achieved within that time
frame. The Company and the Bank will continue to work within the framework of
the MOU in coordination with the FRB and the Department to achieve full
compliance as soon as practicable.
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<PAGE>
Net Interest Income
-------------------
Net interest income is the difference between interest income on interest-
earning assets and interest expense on interest-bearing liabilities. For the
third quarter of 2000, net interest income, calculated on a tax-equivalent
basis, increased $0.7 million, or 6.8%, to $11.7 million from $11.0 million in
the third quarter of 1999. For the first nine months of 2000, net interest
income, calculated on a tax-equivalent basis, increased $3.2 million, or 10.0%,
to $35.2 million compared to $32.0 million for the first nine months of 1999.
The increase in net interest income was primarily due to an increase in
interest income on average interest-earning assets. For the third quarter,
average interest-earning assets, mainly securities and loans, increased $209
million, or 16.8%, from $1.2 billion at September 30, 1999 to $1.4 billion at
September 30, 2000. For the third quarter, average securities increased $30.5
million, or 4.8 %, from $633.7 million for the prior year's comparable quarter
to $664.2 million at September 30, 2000. For the third quarter, average loans
increased $179.9 million, or 29.7%, to $785.1 million at September 30, 2000 from
$605.2 million for the prior year's comparable quarter. For the first nine
months, average interest-earning assets increased $256 million, or 21.3%, to
$1.453 billion at September 30, 2000 from $1.197 billion at June 30, 1999. For
the first nine months, average securities increased $95.6 million, or 15.5%,
from $616.5 million at September 30, 1999 to $712.1 million at September 30,
2000. For the first nine months, average loans increased $160.3 million, or
27.7%, from $579.5 million at September 30, 1999 to $739.8 million at September
30, 2000.
Interest income earned on interest-earning assets increased $5.1 million,
or 21.4%, to $28.6 million in the third quarter ended September 30, 2000
compared to $23.5 million in the third quarter ended September 30, 1999,
calculated on a tax-equivalent basis. Interest income from securities,
calculated on a tax equivalent basis, increased $0.9 million, or 8.6%, to $11.7
million in the third quarter ended September 30, 2000 compared to $10.8 million
for the third quarter ended September 30, 1999. Interest income from loans,
calculated on a tax equivalent basis, increased $4.1 million, or 32.5%, to $16.8
million for the third quarter ended September 30, 2000 compared to $12.7 million
for the third quarter ended September 30, 1999.
Interest income earned on interest-earning assets increased $16.9 million,
or 25.1%, to $84.4 million for the nine months ended September 30, 2000 compared
to $67.5 million for the first nine months ended September 30, 1999, calculated
on a tax-equivalent basis. Interest income from securities, calculated on a tax
equivalent basis, increased $6.5 million, or 20.5%, to $37.8 million for the
first nine months ended September 30, 2000 compared to $31.3 million for the
first nine months ended September 30, 1999. Interest income from loans,
calculated on a tax equivalent basis, increased $10.5 million, or 29.2%, to
$46.6 million for the first nine months ended September 30, 2000 compared to
$36.1 million for the first nine months ended September 30, 1999
The Company's total interest expense increased $4.3 million, or 34.0%, to
$16.9 million for the third quarter of 2000 compared to $12.6 million for the
third quarter of 1999. For the first nine months, total interest expense
increased $13.7 million, or 38.7%, to $49.2 million in 2000 compared to $35.5
million for the first nine months of 1999. Average interest-bearing liabilities
increased $183.0 million to $1.3 billion for the third quarter of 2000 compared
to $1.1 billion for the third quarter of 1999 and increased $243.0 million to
$1.3 billion for the first nine months of 2000 compared to $1.1 billion for the
first nine months of 1999. The average rate paid on
17
<PAGE>
average interest-bearing liabilities was 5.10% for the third quarter of 2000
compared to 4.43% for the third quarter of 1999 and was 5.00% for the first nine
months of 2000 compared to 4.42% for the first nine months of 1999. The primary
reason interest expense and average rate on average interest-bearing liabilities
increased was due to an increase in average interest-bearing deposits and the
average rate paid on interest-bearing deposits.
Average interest-bearing deposits increased $211.0 million, or 25.0%, to
$1.0 billion for the quarter ended September 30, 2000 compared to $843.0 million
for the quarter ended September 30, 1999 and increased $205.7 million, or 26.2%,
to $994.8 million for the first nine months of 2000 compared to $789.1 million
for the first nine months of 1999. The average rate paid on average interest-
bearing deposits was 4.83% for the third quarter of 2000 compared to 4.16% for
the third quarter of 1999. For the first nine months, the average rate paid on
average interest-bearing deposits was 4.68% in 2000 compared to 4.18% in 1999.
The primary reason the average rate paid on average interest-bearing deposits
increased was due to the general increase in interest rates in the economy.
Net interest margin is the difference between interest earned and interest
paid, divided by average total interest-earning assets. Net interest margin
decreased 30 basis points from 3.50% in the third quarter of 1999 to 3.20% in
the third quarter of 2000, calculated on a tax-equivalent basis. Net interest
margin decreased 33 basis points, from 3.57% for the first nine months of 1999
to 3.24% for the first nine months of 2000. Net interest margin decreased due to
the certificate of deposit (CD) promotion the Bank is running to attract new
customers and also to the repricing of liabilities.
Net interest margin also decreased due to the increase in non interest-
earning assets related to the branch openings. Each new branch required vault
cash inventories and premises and equipment expenditures. Average non-interest
earning assets increased from $109.9 million in the third quarter ended
September 30, 1999 to $114.9 million for the comparable quarter in 2000. For the
first nine months, average non-interest earning assets increased from $89.3
million in 1999 to $114.3 million in 2000.
Provision For Loan Losses
-------------------------
The provision for loan losses is charged to operations to bring the total
allowance for loan losses to a level considered appropriate by management. The
level of the allowance for loan losses is determined by management based upon
its evaluation of the known as well as inherent risks within the Bank's loan
portfolio. Management's periodic evaluation is based upon an examination of the
portfolio, past loss experience, current economic conditions, the results of the
most recent regulatory examinations and other relevant factors. The provision
for loan losses was $750,000 for the third quarter of 2000 compared to $200,000
for the third quarter of 1999 and $2,125,000 for the first nine months of 2000
compared to $800,000 for the first nine months of 1999. Management increased the
loan loss provision significantly in 2000 as a prudent response to significant
loan growth and a modest increase in nonperforming assets. Non-performing assets
as a percentage of total assets increased to .63% as of September 30, 2000
compared to .43% at December 31, 1999. See further discussion under "Asset
Quality".
18
<PAGE>
Other Income
------------
Other income increased $1.0 million, or 56.8%, from $1.8 million in the
third quarter of 1999 to $2.8 million in the third quarter of 2000. Other income
increased $2.5 million, or 54.4%, from $4.7 million for the first nine months of
1999 to $7.2 million for the first nine months of 2000. The increase in other
income for the third quarter and first nine months of 2000 was mostly due to
increased customer service fees. Customer service fees increased from $951,000
in the third quarter of 1999 to $2.1 million in the third quarter of 2000 and
increased from $2.4 million for the first nine months of 1999 to $5.8 million
for the first nine months of 2000. The increased customer service fees are a
direct result of the branch expansion plan as well as the introduction of the
Bounce Protection product in December 1999. Bounce Protection is a special
overdraft privilege for checking account customers for which the bank will honor
overdrafts up to a pre-approved limit.
Income from mortgage banking activities remained flat at $330,000 for the
third quarter 2000 and 1999 and decreased from $1.0 million for the first nine
months of 1999 to $185,000 for the first nine months of 2000. Income from
mortgage banking activities decreased due to the recognition of $675,000 in
mortgage sale losses during the second quarter of 2000. The Company sold $7.9
million of mortgages classified as held for sale and also $4.2 million of
portfolio loans. The mortgages sold were mostly 15-year and 30-year fixed rate
mortgages at rates 100-200 basis points below market. Income from mortgage
banking activities also decreased due to the lack of profitability from Granite
Mortgage Corporation, a wholly-owned subsidiary of the Bank. On May 11, 2000,
the Company announced that it closed down operations at Granite Mortgage. From
January 1, 2000 through May 11, Granite Mortgage had an after-tax loss of
($260,000).
Other income increased $90,000, or 40.0%, from $225,000 in the third
quarter of 1999 compared to $315,000 in the third quarter of 2000 and increased
$212,000, or 41.6%, to $722,000 for the first nine months of 2000 compared to
$510,000 for the first nine months of 1999. The increase for the first nine
months was mostly due to the income from the assets used to fund the deferred
compensation plans.
Other Expenses
--------------
Total other expenses increased $138,000, or 1.2% to $11.3 million for the
third quarter of 2000 compared to $11.1 million for the third quarter of 1999
and increased $9.5 million, or 34.4%, to $37.1 million for the first nine months
of 2000 compared to $27.6 million for the first nine months of 1999.
Salaries, wages and employee benefits increased $394,000, or 8.6%, from
$4.6 million in the third quarter ended September 30, 1999, to $5.0 million in
the third quarter of 2000. Salaries, wages and employee benefits also increased
$2.7 million, or 21.2%, to $15.2 million for the first nine months of 2000
compared to $12.5 million for the first nine months of 1999. These increases
were primarily attributed to the opening and hiring of staff at the 23 new
branch locations. The 23 new branch locations were opened in the 15 month time
frame from March 1999 to May 2000.
19
<PAGE>
During the third quarter of 2000, the Company recorded $961,000 of special
charges compared to $1.7 million during the third quarter of 1999. Special
charges in the third quarter of 2000 and 1999 reflect severance and change-of-
control payments to former executives. For the first nine months of 2000, the
Company recorded $5.8 million in special charges compared to $2.1 million for
the first nine months of 1999. The 2000 special charges include $2.0 million in
costs related to the closing of Granite Mortgage Corporation, $3.4 million in
severance payments and employee-related costs and $380,000 in loan office
closings and professional fees. The costs were incurred as part of the corporate
reorganization announced in April 2000. The 1999 special charges were change of
control payments made to a former executive.
Occupancy expense increased $63,000, or 5.5%, to $1.2 million in the third
quarter of 2000 compared to $1.1 million in the third quarter of 1999 and
increased $1.0 million, or 35.1%, to $3.9 million for the first nine months of
2000 compared to $2.9 million for the first nine months of 1999. The increase
for the nine months was due to lease expenses, utilities, real estate taxes, and
other occupancy related costs on the 23 new branches that have opened since
March 1999. The last of the branches was opened in May 2000.
Equipment depreciation and maintenance increased $166,000, or 25.6%, to
$814,000 in the third quarter of 2000 compared to $648,000 in the second quarter
of 1999 and increased $597,000, or 34.1%, to $2.3 million for the first nine
months of 2000 compared to $1.7 million for the first nine months of 1999. The
increase was due to depreciation and maintenance on new equipment and furniture
for the 23 new branches.
Other operating expenses increased $281,000, or 9.4%, to $3.3 million in
the third quarter of 2000, compared to $3.0 million in the third quarter of 1999
and increased $1.5 million, or 18.1%, to $9.9 million for the first nine months
of 2000 compared to $8.4 million for the first nine months of 1999. A detailed
explanation of the variance follows:
Advertising and marketing increased $45,000, or 6.6%, from $681,000 in the
third quarter of 1999 to $726,000 in the third quarter of 2000. Advertising and
marketing increased $273,000, or 15.2%, to $2.1 million for the first nine
months of 2000 compared to $1.8 million for the first nine months of 1999.
Advertising and marketing increased due to the 23 new branch locations.
Advertising and marketing includes media costs, customer promotional items,
printing costs and new branch opening costs.
Data processing and MAC fees increased $368,000, or 88.5%, from $416,000 in
the third quarter of 1999 to $784,000 in the third quarter of 2000 and increased
$1.1 million, or 95.7%, to $2.2 million for the first nine months of 2000
compared to $1.1 million for the first nine months of 1999. The increase was a
result of increased volume in credit card processing/ATM processing due to the
new ATMs located at the 23 new branches and an ongoing service fee to Pinnacle
Financial for Bounce Protection product.
Office supplies and expenses decreased $49,000, or 8.5%, from $575,000 in
the third quarter of 1999 to $526,000 in the third quarter of 2000 and increased
$177,000, or 11.7%, to $1.7 million for the first nine months of 2000 compared
to $1.5 million for the first nine months of 1999. The increase for the nine
months was due to supplies necessary to support the Company's growth.
20
<PAGE>
Federal Income Taxes
--------------------
The provision for federal income taxes was an $800,000 benefit for the
third quarter of 2000 compared to a $1.1 million benefit for the third quarter
of 1999 and was a $3.7 million benefit for the first nine months of 2000
compared to a $1.8 million benefit for the first nine months of 1999. The tax
benefit in 2000 resulted from a higher level of tax-exempt interest income
earned on bank-qualified municipal securities and tax-free loans compared to
pretax income and also due to the special charges and other one-time charges.
For federal income tax purposes, the Company is subject to the alternative
minimum tax. Since this tax creates a credit that can be carried forward
indefinitely to offset future federal income taxes, it is not an expense of the
Company. The alternative minimum tax has, therefore, been recorded as a deferred
tax asset, which will be recoverable in future years as the bank has taxable
income.
Asset Quality
-------------
Non-performing assets as a percentage of total assets increased to 0.63% at
September 30, 2000 compared to 0.43% at December 31, 1999. Non-performing assets
increased from $6.4 million at December 31, 1999 to $9.6 million at September
30, 2000 due to an increase in commercial non-accruals. The ratio of the
allowance for loan losses to non-performing loans was 117.84% at December 31,
1999 and decreased to 91.2% at September 30, 2000. Non-performing loans are
comprised of non-accrual loans, accruing loans that are 90 days or more past due
and restructured loans. Given the change in the above ratios, the Company
increased its loan loss provision in the third quarter and nine months of 2000.
During the third quarter of 2000, the Company provided for $750,000 in loan
losses compared to $200,000 in the third quarter of 1999 and provided for $2.1
million in loan losses for the first nine months of 2000 compared to $800,000
for the first nine months of 1999. The loan loss as a percentage of total loans
increased from 0.99% at June 30, 2000 to 1.02% at September 30, 2000 but
decreased from the 1.05% level at December 31, 1999. The loan loss reserve as a
percentage of total loans, excluding mortgages, was 1.39% at September 30, 2000,
down from 1.49% at December 31, 1999.
Capital
-------
The Company's Tier 1 capital to risk-weighted assets ratio at September 30,
2000 was 11.09% compared to 13.38% at December 31, 1999. These ratios exceeded
the Tier 1 regulatory capital requirement of 4.00%. The Company's total capital
to risk-weighted assets ratio at September 30, 2000 was 11.99% compared to
14.28% at December 31, 1999. These ratios exceeded the total risk-based capital
regulatory requirement of 8.00%. At September 30, 2000,
21
<PAGE>
the Company's leverage ratio was 6.59% versus 7.43% at December 31, 1999. The
Company is categorized as "well capitalized" under applicable Federal
regulations.
Liquidity
---------
Financial institutions must maintain liquidity to meet day-to-day
requirements of depositors and borrowers, take advantage of market
opportunities, and provide a cushion against unforeseen needs. Liquidity needs
can be met by either reducing assets or increasing liabilities. Sources of asset
liquidity are provided by the fair value of securities not pledged as
collateral, cash and amounts due from banks, interest-bearing deposits with
banks, and Federal funds sold. Held to maturity securities are classified as
liquid assets to the extent they are not pledged as collateral. These liquid
assets totaled $337.7 million at September 30, 2000 compared to $339.5 million
at December 31, 1999.
Liability liquidity can be met by attracting deposits with competitive
rates, buying Federal funds, utilizing the borrowing facilities of the Federal
Reserve System or the Federal Home Loan Bank of Pittsburgh (FHLB) System, or
utilizing repurchase agreements with other institutions and customers. The Bank
utilizes a variety of these methods of liability liquidity. At September 30,
2000, the Bank had approximately $271.0 million in unused lines of credit
available to it under informal arrangements with correspondent banks compared to
$231.8 million at December 31, 1999. These lines of credit enable the Bank to
purchase funds for short-term needs at current market rates.
22
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Please refer to the annual report to shareholders on Form 10-K for December
31, 1999. There have been no significant changes regarding market risk since
that date.
PART II
-------
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8 - K
(a) Exhibits
3.1 Articles of Incorporation of Main Street Bancorp, Inc., incorporated
herein by reference to Exhibit 3.1 of the Registration Statement No.
333-44697 on Form S-4 of the registrant.
3.2 Bylaws of Main Street Bancorp, Inc., as amended, incorporated herein
by reference to Exhibit 3 (ii) on the Current Form of 8-K dated
April 25, 2000.
10.1 Executive Employment Agreement, dated August 13, 1999, among Main
Street Bancorp, Inc, Main Street Bank and Richard A. Ketner,
incorporated herein by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
10.2 Executive Employment Agreement, dated August 13, 1999, among Main
Street Bancorp, Inc, Main Street Bank and Steven A. Ehrlich,
incorporated herein by reference to Exhibit 10.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
10.3 Deferred Compensation Agreement, dated October 14, 1999 by and
between Main Street Bancorp, Inc. and Richard A. Ketner,
incorporated herein by reference to Exhibit 10.8 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
10.4 Executive Employment Agreement, dated November 1, 2000, by and among
Main Street Bancorp, Inc., Main Street Bank and Brian M. Hartline,
President and CEO.
23
<PAGE>
27.1 Financial Data Schedule.
(b) Reports on Form 8 - K
(1) - On August 11 , 2000, the Company filed a Current Report on
Form 8-K, dated August 8, 2000, to report information under
item 5. No financial statements were filed with the Current
Report.
(2) On October 30, 2000, the Company filed a Current Report on
Form 8-K, dated October 24, 2000 to report information under
item 5. No financial statements were filed with the Current
Report.
24
<PAGE>
SIGNATURES
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.
MAIN STREET BANCORP, INC.
(Registrant)
November 14, 2000 /s/ Robert A. Kuehl.
----------------- ------------------------------
Robert A. Kuehl.
Executive Vice President and Chief Financial
Officer
25
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
3.1 Articles of Incorporation of Main Street Bancorp, Inc.,
incorporated herein by reference to Exhibit 3.1 of the
Registration Statement No. 333-44697 on Form S-4 of the
registrant.
3.2 Bylaws of Main Street Bancorp, Inc., as amended, incorporated
herein by reference to Exhibit 3 (ii) on the Current Form of 8-K
dated April 25, 2000.
10.1 Executive Employment Agreement, dated August 13, 1999, among Main
Street Bancorp, Inc., Main Street Bank and Richard A. Ketner,
incorporated herein by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
10.2 Executive Employment Agreement, dated August 13, 1999, among Main
Street Bancorp, Inc., Main Street Bank and Steven A. Ehrlich,
incorporated herein by reference to Exhibit 10.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
10.3 Deferred Compensation Agreement, dated October 14, 1999, by and
between Main Street Bancorp, Inc. and Richard A. Ketner,
incorporated herein by reference to Exhibit 10.8 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
10.4 Executive Employment Agreement, dated November 1, 2000, by and
among Main Street Bancorp, Inc., Main Street Bank and Brian M.
Hartline, President and CEO.
27.1 Financial Data Schedule.
26
