<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
COMMISSION FILE NUMBER 000-25141
------------------------
METROCORP BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 76-0579161
(State or other (I.R.S. Employer Identification
jurisdiction of No.)
incorporation or
organization)
</TABLE>
9600 BELLAIRE BOULEVARD, SUITE 252
HOUSTON, TEXAS 77036
(Address of principal executive offices including zip code)
(713) 776-3876
(Registrant's telephone number, including area code)
------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS)
------------------------
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 August 10, 1999, the number of outstanding shares of Common Stock, par
value $1.00 per share was 7,121,073.
- --------------------------------------------------------------------------------
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<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS.
METROCORP BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ---------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Cash and due from banks........................................................................... $ 18,768 $ 21,606
Federal funds sold and other temporary investments................................................ 6,191 14,287
----------- ---------------
Total cash and cash equivalents................................................................. 24,959 35,893
Investment securities available-for-sale............................................................ 83,259 83,623
Investment securities held-to-maturity.............................................................. 37,326 39,567
Loans, net.......................................................................................... 453,449 411,567
Premises and equipment, net......................................................................... 8,108 8,151
Accrued interest receivable......................................................................... 3,518 3,251
Deferred income taxes............................................................................... 4,680 3,025
Due from customers on acceptances................................................................... 3,530 865
Other real estate and repossessed assets, net....................................................... 415 675
Other assets........................................................................................ 1,005 691
----------- ---------------
Total assets.................................................................................... $620,249 $ 587,308
----------- ---------------
----------- ---------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing............................................................................... $ 87,746 $ 84,520
Interest-bearing.................................................................................. 394,428 394,986
----------- ---------------
Total deposits.................................................................................. 482,174 479,506
Federal funds purchased............................................................................. 39,430 25,000
Other borrowings.................................................................................... 35,621 25,043
Accrued interest payable............................................................................ 1,058 1,030
Income taxes payable................................................................................ 78 20
Acceptances outstanding............................................................................. 3,531 865
Other liabilities................................................................................... 6,370 5,820
----------- ---------------
Total liabilities............................................................................... 568,262 537,284
----------- ---------------
Commitments and contingencies....................................................................... -- --
Shareholders' equity:
Preferred stock, $1.00 par value, 2,000,000 shares authorized, none of which are issued and
outstanding..................................................................................... -- --
Common stock, $1.00 par value, 20,000,000 authorized, 7,121,028 shares and 7,004,560 issued and
outstanding, respectively......................................................................... 7,121 7,005
Additional paid-in capital.......................................................................... 25,634 24,569
Retained earnings................................................................................... 20,854 17,702
Accumulated other comprehensive income.............................................................. (1,622) 748
----------- ---------------
Total shareholders' equity........................................................................ 51,987 50,024
----------- ---------------
Total liabilities and shareholders' equity........................................................ $620,249 $ 587,308
----------- ---------------
----------- ---------------
</TABLE>
See accompanying notes to consolidated financial statements
1
<PAGE>
METROCORP BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest income:
Loans.................................................................. $ 10,826 $ 9,601 $ 21,125 $ 18,914
Investment Securities:
Taxable.............................................................. 1,682 1,527 3,362 3,058
Tax-exempt........................................................... 281 238 529 478
Federal funds sold and other temporary investments..................... 106 379 276 774
--------- --------- --------- ---------
Total interest income................................................ 12,895 11,745 25,292 23,224
--------- --------- --------- ---------
--------- --------- --------- ---------
Interest expense:
Time deposits.......................................................... 3,277 4,082 6,572 7,705
Demand and savings deposits............................................ 948 859 1,875 1,982
Other borrowings....................................................... 780 76 1,408 328
--------- --------- --------- ---------
Total interest expense............................................... 5,005 5,017 9,855 10,015
--------- --------- --------- ---------
Net interest income...................................................... 7,890 6,728 15,437 13,209
Provision for loan losses................................................ 1,060 930 2,070 1,830
--------- --------- --------- ---------
Net interest income after provision for loan losses...................... 6,830 5,798 13,367 11,379
--------- --------- --------- ---------
Noninterest income:
Service charges on deposit accounts.................................... 941 815 1,959 1,430
Other loan-related fees................................................ 480 447 852 861
Letters of credit commissions and fees................................. 103 92 205 181
Gain on sale of investment securities, net............................. 250 -- 274 --
Other noninterest income............................................... 59 69 132 140
--------- --------- --------- ---------
Total noninterest income............................................. 1,833 1,423 3,422 2,612
--------- --------- --------- ---------
Noninterest expense:
Employee compensation and benefits..................................... 2,769 2,360 5,472 4,748
Occupancy.............................................................. 1,233 1,178 2,437 2,280
Other real estate, net................................................. 8 170 52 226
Data processing........................................................ 39 153 246 290
Professional fees...................................................... 145 129 323 211
Advertising............................................................ 106 84 236 175
Other noninterest expense.............................................. 1,168 1,021 2,071 2,020
--------- --------- --------- ---------
Total noninterest expense............................................ 5,468 5,095 10,837 9,950
--------- --------- --------- ---------
Income before provision for income taxes................................. 3,195 2,126 5,952 4,041
Provision for income taxes............................................... 1,050 661 1,946 1,228
--------- --------- --------- ---------
Net income............................................................... $ 2,145 $ 1,465 $ 4,006 $ 2,813
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per common share:
Basic.................................................................. $ 0.30 $ 0.26 $ 0.56 $ 0.50
Diluted................................................................ $ 0.30 $ 0.26 $ 0.56 $ 0.50
Weighted average shares outstanding:
Basic.................................................................. 7,118 5,655 7,107 5,609
Diluted................................................................ 7,118 5,655 7,107 5,609
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE>
METROCORP BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED FOR THE SIX MONTHS
JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income................................................. $ 2,145 $ 1,465 $ 4,006 $ 2,813
--------- --------- --------- ---------
--------- --------- --------- ---------
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities, net:
Unrealized holding gains (losses) arising during the
period............................................... (1,750) 20 (2,189) (88)
Less: reclassification adjustment for gains included in net
income................................................... (165) -- (181) --
--------- --------- --------- ---------
Other comprehensive income (loss)........................ (1,915) 20 (2,370) (88)
--------- --------- --------- ---------
Total comprehensive income............................. $ 230 $ 1,485 $ 1,636 $ 2,725
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
METROCORP BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL ACCUMULATED OTHER TREASURY
---------------------- PAID-IN RETAINED COMPREHENSIVE STOCK, AT
SHARES AT PAR CAPITAL EARNINGS INCOME (LOSS) COST TOTAL
----------- --------- ----------- ----------- ----------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1998....... 5,556 $ 5,655 $ 12,795 $ 12,003 $ 808 $ (755) $ 30,506
Repurchase of common stock....... (26) -- -- -- -- (204) (204)
Shares issued for incentive
plans.......................... 33 -- -- -- -- 254 254
Sale of treasury stock........... 92 -- 53 -- -- 705 758
Other comprehensive income
(loss)......................... -- -- -- -- (88) -- (88)
Net income....................... -- -- -- 2,813 -- -- --
----- --------- ----------- ----------- ----- ----- ---------
Balance at June 30, 1998......... 5,655 $ 5,655 $ 12,848 $ 14,816 $ 720 $ -- $ 34,039
----- --------- ----------- ----------- ----- ----- ---------
----- --------- ----------- ----------- ----- ----- ---------
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER TREASURY
---------------------- PAID-IN RETAINED COMPREHENSIVE STOCK, AT
SHARES AT PAR CAPITAL EARNINGS INCOME (LOSS) COST TOTAL
----------- --------- ----------- ----------- -------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1999....... 7,005 $ 7,005 $ 24,569 $ 17,702 $ 748 $ -- $ 50,024
Other comprehensive income
(loss)......................... -- -- -- -- (2,370) -- (2,370)
Issuance of common stock......... 116 116 1,065 -- -- -- 1,181
Net income....................... -- -- -- 4,006 -- -- 4,006
Dividends........................ -- -- -- (854) -- -- (854)
----- --------- ----------- ----------- ------- ----- ---------
Balance at June 30, 1999......... 7,121 $ 7,121 $ 25,634 $ 20,854 $ (1,622) $ -- $ 51,987
----- --------- ----------- ----------- ------- ----- ---------
----- --------- ----------- ----------- ------- ----- ---------
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
METROCORP BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income.............................................................................. $ 4,006 $ 2,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation.......................................................................... 1,046 990
Provision for loan losses............................................................. 2,070 1,830
Gain on sales of securities, net...................................................... (274) --
Loss on sale of other real estate..................................................... 22 117
Deferred income taxes................................................................. (426) (878)
Changes in:
Accrued interest receivable......................................................... (267) (128)
Other assets........................................................................ (314) 260
Accrued interest payable............................................................ 28 20
Deferred loan fees.................................................................. 411 46
Other liabilities................................................................... 550 995
Income taxes payable................................................................ 58 (974)
---------- ----------
Net cash provided by operating activities......................................... 6,910 5,091
---------- ----------
Cash flows from investing activities:
Purchases of securities available-for-sale.............................................. (21,099) (7,806)
Proceeds from sales of securities available-for-sale.................................... 9,969 --
Proceeds from maturities and calls of securities available-for-sale..................... 8,153 3,798
Purchases of securities held-to-maturity................................................ (1,857) --
Proceeds from maturities of securities held-to-maturity................................. 4,114 8,905
Net change in loans..................................................................... (44,362) (17,500)
Proceeds from sales of other real estate................................................ 255 275
Purchases of premises and equipment..................................................... (1,021) (930)
---------- ----------
Net cash used by investing activities................................................. (45,848) (13,258)
---------- ----------
Cash flows from financing activities:
Net change in:
Deposits.............................................................................. 2,668 41,168
Other borrowings...................................................................... 10,578 (16,479)
Federal funds purchased............................................................... 14,430 (5,000)
Net proceeds from issuance of common stock.............................................. 1,182 --
Treasury stock sold..................................................................... -- 808
Dividends paid.......................................................................... (854) --
---------- ----------
Net cash provided by financing activities........................................... 28,004 20,479
---------- ----------
Net increase (decrease) in cash and cash equivalents...................................... (10,934) 12,230
Cash and cash equivalents at beginning of period.......................................... 35,893 31,218
---------- ----------
Cash and cash equivalents at end of period................................................ $ 24,959 $ 43,548
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
METROCORP BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements include the
accounts of MetroCorp Bancshares, Inc. (the "Company") and its wholly-owned
subsidiary MetroBank, National Association (the "Bank"). All material
intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements were
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q. In the opinion of
management, the unaudited condensed consolidated financial statements reflect
all adjustments, consisting only of normal and recurring adjustments, necessary
to present fairly the Company's consolidated financial position at June 30,
1999, the Company's consolidated results of operations for the three and six
months ended June 30, 1999 and 1998, respectively, consolidated statements of
cash flows for the six months ended June 30, 1999 and 1998 and consolidated
changes in shareholders' equity for the six months ended June 30, 1999 and 1998.
Interim period results are not necessarily indicative of results of operations
or cash flows for a full-year period. The 1998 year-end condensed consolidated
balance sheet and statement of changes in shareholders' equity data were derived
from audited financial statements, but do not include all disclosures required
by generally accepted accounting principles.
These financial statements and the notes thereto should be read in
conjunction with the Company's annual report on Form 10-K for the year ended
December 31, 1998.
2. EARNINGS PER COMMON SHARE
Basic earnings per share ("EPS") is computed by dividing net income
available to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted EPS is computed by dividing net income
available to common shareholders by the weighted-average number of common shares
and potential dilutive common shares outstanding during the period. Potential
dilutive common shares are computed using the treasury stock method.
<TABLE>
<CAPTION>
FOR THE
THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net Income available to common shareholders................. $ 2,145 $ 1,465 $ 4,006 $ 2,813
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted-average common shares outstanding.................. 7,118 5,655 7,107 5,609
Potentially dilutive common shares from options............. -- -- -- --
--------- --------- --------- ---------
Weighted-average common shares and potentially diluted
common shares............................................. 7,118 5,655 7,107 5,609
--------- --------- --------- ---------
--------- --------- --------- ---------
Basic....................................................... $ 0.30 $ 0.26 $ 0.56 $ 0.50
Diluted EPS................................................. $ 0.30 $ 0.26 $ 0.56 $ 0.50
</TABLE>
3. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." ("SFAS No. 133"). SFAS No. 133, which was
deferred by SFAS No. 137, now becomes effective for reporting periods beginning
after June 15, 2000, and will not be applied retroactively. SFAS No. 133
establishes
6
<PAGE>
accounting and reporting standards for derivatives instruments and hedging
activities. Under the standard, all derivatives must be measured at fair value
and recognized as either assets or liabilities in the financial condition. In
addition, hedge accounting should only be provided for transactions that meet
certain specified criteria. The accounting for changes in fair value (gains and
losses) of a derivative is dependent on the intended use of the derivative and
its designation. Derivatives may be used to: 1) hedge exposure to change the
fair value of a recognized asset or liability or from a commitment, referred to
as a fair value hedge, 2) hedge exposure to variable cash flow of forecasted
transactions, referred to as cash flow hedge, or 3) hedge foreign currency
exposure. Management is currently assessing the potential impact of SFAS No. 133
on future corporate operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Certain of the matters discussed in this Form 10-Q, including matters
discussed under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," may constitute forward-looking statements
for purposes of the Private Securities Litigation Reform Act of 1995, as
amended, and as such may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
MetroCorp Bancshares, Inc. (the "Company") to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. The words "expect," "anticipate," "intend,"
"contemplate," "plan," "believe," "seek," "estimate," "will," "would," "should,"
"projected," and similar expressions are intended to identify such
forward-looking statements. The Company's actual results may differ materially
from the results anticipated in these, forward-looking statements due to a
variety of factors, including, without limitation: the effects of future
economic conditions; governmental monetary and fiscal policies, as well as
legislative and regulatory changes; the risks of changes in interest rates on
the level and composition of deposits, loan demand, and the values of loan
collateral, securities and interest rate protection agreements, as well as
interest rate risks; the effects of competition from other commercial banks,
savings banks, savings and loan associations, consumer finance companies, credit
unions, securities brokerage and investment banking firms, insurance companies,
money market and other mutual funds and other financial institutions operating
in the Company's market area and elsewhere, including institutions operating
locally, regionally, nationally and internationally, together with such
competitors offering banking products and services by mail, telephone, computer
and the Internet; the failure of assumptions underlying the establishment of
reserves for loan losses and estimations of values of collateral and various
financial assets and liabilities; that technological changes, including "Year
2000" data systems compliance issues, are more difficult or expensive than
anticipated; and other uncertainties set forth in the Company's other public
reports and filings and public statements. All written or oral forward-looking
statements attributable to the Company are expressly qualified in their entirety
by these cautionary statements.
GENERAL. Net income for the quarters ended June 30, 1999 and 1998 was $2.1
million and $1.5 million, respectively. Basic and diluted EPS for the three
months ended June 30, 1999 were $0.30, compared with $0.26 for the same period
in 1998. Net income for the six months ended June 30, 1999 and 1998 was $4.0
million and $2.8 million, respectively. Basic and diluted EPS for the six months
ended June 30, 1999 were $0.56, compared with $0.50 for the same period in 1998.
The increase in net income for the three-and six-month periods ended June 30,
1999 was primarily due to higher net interest income resulting from greater loan
and investment volumes.
At June 30, 1999, total assets and net loans were $620.2 million and $453.4
million compared with $587.3 million and $411.6 million, respectively, at
December 31, 1998. Total liabilities and total shareholders' equity at June 30,
1999, were $568.3 million and $52.0 million, respectively, compared with $537.3
million and $50.0 million, respectively, at December 31, 1998.
NET INTEREST INCOME. Net interest income for the quarter ended June 30,
1999, increased by $1.2 million or 17.9% to $7.9 million compared with $6.7
million for the same period in 1998. Net interest income
7
<PAGE>
for the six months ended June 30, 1999, increased by $2.2 million or 16.9% to
$15.4 million compared with $13.2 million for the same period in 1998. The
increase in net interest income during the three- and six-month periods ended
June 30, 1999 was due to higher average earning assets, coupled with lower
interest rates paid on deposits and improved funding efficiency.
The net interest margin was 5.49% for the three months ended June 30, 1999,
compared with 5.41% during the same period in 1998. The net interest margin was
5.52% for the six months ended June 30, 1999, up from 5.42% for the first half
of 1998. The improvements in net interest margins for the three- and six- months
periods ended June 30, 1999 were attributable to a combination of increased
volume of earning assets and reduced interest expense.
For the three months ended June 30, 1999, interest income increased by $1.2
million or 9.8% to $12.9 million and its yield decreased by 88 basis points to
9.71%, compared with the same period in 1998. This growth resulted principally
from an $83.5 million increase in average loans. For the three months ended June
30, 1999, the average securities portfolio increased by $13.9 million or 12.7%.
For the six months ended June 30, 1999, interest income increased by $2.1
million or 8.9% to $25.3 million for the same period in 1998. The increase was
driven by a $78.9 million or 22.3% growth in the average loan volumes, partially
offset by a decrease in the yield earned on average loans, which declined to
9.9% for the six months ended June 30, 1999 from 10.8% during the same period in
1998. For the six months ended June 30, 1999, the average securities portfolio
increased by $10.5 million and its yield increased by 5 basis points to 6.41%.
Interest expense remained relatively unchanged declining slightly by $12,000
for the three months ended June 30, 1999 to $5.0 million, compared with the same
period in 1998. For the six months ended June 30, 1999, interest expense
decreased by $160,000 or 1.6%, to $9.9 million, compared with the same period in
1998. The decrease was the result of lower interest paid on time deposits and
improved funding efficiency as the Company sought to increase its short term
funding from the Federal Home Loan Bank of Dallas (the "FHLB") during the period
of declining rates.
The Company views time deposits as a stable means of supporting loan growth.
The Company believes that based on its historical experience its large time
deposits have core-type characteristics. The Company anticipates that this
source of funding will continue to sustain a portion of the Company's assets
growth in the future.
8
<PAGE>
The following tables present the total dollar amount of interest income from
average interest-earning assets and the resultant yields, as well as the
interest expense on average interest-bearing liabilities, expressed both in
dollars and rates for the three- and six-month periods ended June 30, 1999 and
1998. No tax-equivalent adjustments were made and all average balances are
yearly average balances. Non-accruing loans have been included in the tables as
loans having a zero yield.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
------------------------------------------------------------------------
1999 1998
----------------------------------- -----------------------------------
AVERAGE INTEREST AVERAGE INTEREST
OUTSTANDING EARNED/ AVERAGE OUTSTANDING EARNED/ AVERAGE
BALANCE PAID YIELD/ RATE BALANCE PAID YIELD/ RATE
----------- --------- ----------- ----------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Total loans................................ $ 447,349 $ 10,832 9.71% $ 363,812 $ 9,601 10.59%
Taxable securities......................... 101,923 1,682 6.62 92,127 1,527 6.65
Tax-exempt securities...................... 21,591 281 5.22 17,500 238 5.46
Federal funds sold and other temporary
investments................................ 5,758 106 7.38 25,797 379 5.89
----------- --------- ----------- ---------
Total interest earning assets.............. 576,621 12,901 8.97% 499,236 11,745 9.44%
--------- ---------
Less allowance for loan losses............. (6,507) (4,774)
----------- -----------
Total interest-earning assets, net of
allowance for loan losses.................. 570,114 494,462
Nonearning assets............................ 34,140 29,096
----------- -----------
Total assets............................. $ 604,254 $ 523,558
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits........... $ 35,898 $ 235 2.63% $ 29,411 $ 191 2.60%
Savings and money market accounts.......... 95,786 713 2.99 89,481 668 2.99
Time deposits.............................. 260,122 3,277 5.05 281,040 4,082 5.83
Federal funds purchased and securities sold
under repurchase agreements.............. 27,916 345 4.96 -- -- --
Other borrowings........................... 35,562 435 4.91 5,620 76 5.42
----------- --------- ----------- ---------
Total interest-bearing liabilities........... 455,284 5,005 4.41% 405,552 5,017 4.96%
--------- ---------
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits........ 87,706 79,218
Other liabilities.......................... 8,115 5,684
Total liabilities........................ 551,106 490,454
----------- -----------
Shareholders' equity......................... 53,148 33,104
----------- -----------
Total liabilities and shareholders equity.... $ 604,254 $ 523,558
----------- -----------
----------- -----------
Net interest income.......................... $ 7,896 $ 6,728
--------- ---------
--------- ---------
Net interest spread.......................... 4.56% 4.47%
--- -----
--- -----
Net interest margin.......................... 5.49% 5.41%
--- -----
--- -----
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
------------------------------------------------------------------------
1999 1998
----------------------------------- -----------------------------------
AVERAGE INTEREST AVERAGE INTEREST
OUTSTANDING EARNED/ AVERAGE OUTSTANDING EARNED/ AVERAGE
BALANCE PAID YIELD/ RATE BALANCE PAID YIELD/ RATE
----------- --------- ----------- ----------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Total loans................................ $ 432,337 $ 21,125 9.85% $ 53,464 $ 18,914 10.79%
Taxable securities......................... 102,464 3,362 6.62 94,522 3,058 6.52
Tax-exempt securities...................... 20,095 529 5.31 17,551 478 5.49
Federal funds sold and other temporary
investments................................ 9,111 276 6.11 25,892 774 6.03
----------- --------- ----------- ---------
Total interest earning assets.............. 564,007 25,292 9.04% 491,429 23,224 9.53%
--------- ---------
Less allowance for Loan Loses.............. (6,364) (4,336)
----------- -----------
Total interest-earning assets, net of
allowance for loan losses.................. 557,643 487,093
Nonearning assets............................ 38,026 33,896
----------- -----------
Total assets............................. $ 595,669 $ 520,989
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits........... $ 34,338 $ 439 2.58% $ 29,083 $ 375 2.60%
Savings and money market accounts.......... 96,498 1,436 3.00 87,086 1,607 3.72
Time deposits.............................. 259,527 6,572 5.11 278,685 7,705 5.58
Federal funds purchased and securities sold
under repurchase agreements.............. 26,457 651 4.96 552 16 5.85
Other borrowings........................... 30,978 757 4.93 11,002 312 5.72
----------- --------- ----------- ---------
Total interest-bearing liabilities........... 447,798 9,855 4.44% 406,408 10,015 4.97%
--------- ---------
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits........ 87,321 76,658
Other liabilities.......................... 8,218 5,874
Total liabilities........................ 543,337 488,940
----------- -----------
Shareholders' equity......................... 52,332 32,049
----------- -----------
Total liabilities and shareholders equity.... $ 595,669 $ 520,989
----------- -----------
----------- -----------
Net interest income.......................... $ 15,437 $ 13,209
--------- ---------
--------- ---------
Net interest spread.......................... 4.60% 4.56%
--- -----
--- -----
Net interest margin.......................... 5.52% 5.42%
--- -----
--- -----
</TABLE>
10
<PAGE>
The following tables present the dollar amount of changes in interest income
and interest expense for the major components of interest-earning assets and
interest-bearing liabilities and distinguishes between the increase related to
higher outstanding balances and changes in interest rates for the three- and
six-month periods ended June 30, 1999. For purposes of these tables, changes
attributable to both rate and volume have been allocated to rate.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
-------------------------------
1999 VS. 1998
-------------------------------
INCREASE (DECREASE)
DUE TO
--------------------
VOLUME RATE TOTAL
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
INTEREST-EARNING ASSETS:
Total loans..................................................................... $ 5,136 $ (3,905) $ 1,231
Securities...................................................................... 524 (326) 198
Federal funds sold and other temporary investments.............................. (359) 86 (273)
--------- --------- ---------
Total increase (decrease) in interest income.................................. 5,301 (4,145) 1,156
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits................................................ 37 7 44
Savings and money market accounts............................................... 53 (8) (45)
Time deposits................................................................... 1,205 (2,010) (805)
Federal funds purchased......................................................... (1,039) 1,384 345
Other borrowings................................................................ 543 (184) 359
--------- --------- ---------
Total increase (decrease) in interest expense................................. 799 (811) (12)
--------- --------- ---------
Increase (decrease) in net interest income........................................ $ 4,502 $ (3,334) $ 1,168
--------- --------- ---------
--------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------------
1999 VS. 1998
-------------------------------
INCREASE (DECREASE)
DUE TO
--------------------
VOLUME RATE TOTAL
--------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
INTEREST-EARNING ASSETS:
Total loans...................................................................... $ 6,263 $ (4,052) $ 2,211
Securities....................................................................... 466 (111) 355
Federal funds sold and other temporary investments............................... (505) 7 (498)
--------- --------- ---------
Total increase (decrease) in interest income................................... 6,224 (4,156) 2,068
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits................................................. 72 (8) 64
Savings and money market accounts................................................ 524 (695) (171)
Time deposits.................................................................... 84 (1,217) (1,133)
Federal funds purchased.......................................................... 869 (234) 635
Other borrowings................................................................. 690 (245) 445
--------- --------- ---------
Total increase (decrease) in interest expense.................................. 2,239 (2,399) (160)
--------- --------- ---------
Increase (decrease) in net interest income......................................... $ 3,985 $ (1,757) $ 2,228
--------- --------- ---------
--------- --------- ---------
</TABLE>
11
<PAGE>
PROVISION FOR LOAN LOSSES. Provisions for loan losses are charged to income
to bring the Company's allowance for loan losses to a level deemed appropriate
by management. For the three months ended June 30, 1999 the provision for loan
losses increased by $130,000, or 14.0% to $1.1 million when compared with the
same period last year. For the six months ended June 30, 1999, the provision for
loan losses increased by $240,000, or 13.1% to $2.1 million when compared with
the same period last year.
NONINTEREST INCOME. Noninterest income for the quarters ended June 30, 1999
and 1998, was $1.8 million and $1.4 million, respectively. The increase in
noninterest income during the three months ended June 30, 1999, was principally
the result of $250,000 in gains from the sale of investment securities and
continued improvement on the collection of service charges on deposits accounts.
For the six months ended June 30, 1999 and 1998, noninterest income was $3.4
million and $2.6 million, respectively. The majority of the growth in
noninterest income during the first half of 1999 resulted from a $529,000
increase in service charges on deposit accounts. The increases in service
charges were realized through improvements in the monitoring of the accounts
subject to service charges. The following table presents the major categories of
noninterest income:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Service charges on deposit accounts........................................ $ 941 $ 815 $ 1,959 $ 1,430
Other loan-related fees.................................................... 480 447 852 861
Gain on sale of securities, net............................................ 250 -- 274 --
Letters of credit commissions and fees..................................... 103 92 205 181
Other noninterest income................................................... 59 69 132 140
--------- --------- --------- ---------
Total noninterest income................................................. $ 1,833 $ 1,423 $ 3,422 $ 2,612
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
NONINTEREST EXPENSE. For the quarters ended June 30, 1999 and 1998,
noninterest expense totaled $5.5 million and $5.1 million, respectively, an
increase of $374,000 or 7.3%. For the six months ended June 30, 1999 noninterest
expense increased by $887,000 or 8.9% to $10.8 million, compared with the same
period in 1998. The increase in noninterest expense is principally the result of
higher employee compensation and benefits. For the three-month period ended June
30, 1999 and 1998, the Company's efficiency ratios were 57.7% and 62.5%,
respectively. For the six-month period ended June 30, 1999 and 1998, the
Company's efficiency ratios were 58.31% and 62.89%, respectively. The
improvement in the efficiency ratios for the three- and six-month periods ended
June 30, 1999, reflects the Company's improved earnings position coupled with
management's continued efforts to control operating expenses and gain other
efficiencies through centralized computer systems.
12
<PAGE>
The following table presents the major categories in noninterest expense:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Employee compensation and benefits........................................ $ 2,769 $ 2,360 $ 5,472 $ 4,748
Non-staff expenses:
Occupancy............................................................... 1,233 1,178 2,437 2,280
Other real estate, net.................................................. 8 170 52 226
Data processing......................................................... 39 153 246 290
Professional fees....................................................... 145 129 323 211
Advertising............................................................. 106 84 236 175
Consultants/contract labor.............................................. 141 108 346 246
Director compensation................................................... 12 82 78 171
Printing and supplies................................................... 96 95 239 209
Telecommunications...................................................... 136 103 260 198
Other noninterest expense............................................... 783 633 1,148 1,196
--------- --------- --------- ---------
Total non-staff expenses.............................................. 2,699 2,735 5,365 5,202
--------- --------- --------- ---------
Total noninterest expense............................................. $ 5,468 $ 5,095 $ 10,837 $ 9,950
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
Employee compensation and benefits expense for the quarters ended June 30,
1999 and 1998, were $2.8 million and $2.4 million, respectively, reflecting an
increase of $409,000 or 17.3% during the periods in consideration. For the six
months ended June 30, 1999 and 1998, employee compensation and benefits expense,
were $5.4 million and $4.7 million, respectively, reflecting an increase of
$724,000 or 15.2%. The increases for the three- and six-month periods ended June
30, 1999 resulted primarily from the costs associated with the establishment of
the Dulles and the Long Point branches, which opened in March and April 1999,
and the conversion of the Company's data processing to an in-house system in
March 1999. Total full-time equivalent employees at June 30, 1999 and 1998 were
287 and 255, respectively.
For the three months ended June 30, 1999, non-staff expenses decreased by
$36,000 when compared with the same period last year due to lower data
processing expenses resulting from the shift of the Company's data processing
functions from a third party vendor to an in-house system. These expenses were
partially offset by higher occupancy expense from the increased number of
operating branches as well as higher depreciation expense related to the new
data processing center. For the six month period ended June 30, 1999, non-staff
expenses increased by $163,000 primarily as a result of higher occupancy
expenses from the increased number of operating branches as well as higher
depreciation expense related to the new data processing center.
INCOME TAXES. The provision for income taxes as a percentage of net income
before taxes increased from 31.1% to 32.9% for the first quarter June 30, 1999,
as a result of higher taxable income and a reduction in nontaxable income
related to a decrease in the tax-exempt municipal securities portfolio. For the
six months ended June 30, 1999, the provision for income taxes increased to
32.7% from 30.4%, during the same period in 1998.
FINANCIAL CONDITION
LOAN PORTFOLIO. Total loans increased from $417.7 million at December 31,
1998 to $460.2 million at June 30, 1999. The $42.5 million or 10.2% growth in
total loans reflected the improving local economy, opening of new branches and
the Company's investment in loan production capacity. At June 30, 1999 and
13
<PAGE>
December 31, 1998, the ratio of total loans to total deposits was 95.4% and
87.1%, respectively. For the same periods, total loans represented 74.2% and
71.1% of total assets, respectively.
The following table summarizes the loan portfolio of the Company by type of
loan:
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
AS OF JUNE 30, 1999 1998
--------------------- ---------------------
AMOUNT PERCENT AMOUNT PERCENT
---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Commercial and industrial.......................................... $ 272,523 58.61% $ 256,311 60.73%
Real estate mortgage
Residential...................................................... 13,769 2.96 11,795 2.80
Commercial....................................................... 123,961 26.66 103,677 24.57
Real estate construction
Residential...................................................... 10,322 2.22 10,842 2.57
Commercial....................................................... 22,662 4.87 17,769 4.21
Consumer and other................................................. 11,957 2.57 12,117 2.87
Factored receivables............................................... 9,785 2.10 9,506 2.25
---------- --------- ---------- ---------
Gross loans........................................................ 464,979 100.00% 422,017 100.00%
--------- ---------
--------- ---------
Less: unearned discounts, interest and deferred fees............... (4,788) (4,331)
---------- ----------
Total loans.................................................... $ 460,191 $ 417,686
---------- ----------
---------- ----------
</TABLE>
NONPERFORMING ASSETS. Nonperforming assets at June 30, 1999 and December
31, 1998, were $4.0 million and $3.9 million, respectively. These figures are
net of guarantees from the United States Department of Commerce's Small Business
Administration (the "SBA"), the Export Import Bank of the United States (the
"Ex-Im Bank"), an independent agency of the Unites States Government, and the
Overseas Chinese Community Guaranty Fund ("OCCGF") an agency sponsored by the
government of Taiwan, which were $5.3 million and $1.4 million at June 30, 1999
and December 31, 1998, respectively. Included in the $9.0 million in
nonperforming loans at June 30, 1999, were two borrowing relationships whose
combined exposure totaled $4.5 million. However, the loans to these two
enterprises have guarantees of $3.4 million.
The Company is actively involved in the origination and sale of certain
federally guaranteed loans into the secondary market with servicing retained.
Under the terms of these programs, the Company is required to repurchase any
loans which may become nonperforming. As a result of this requirement, the
Company's non-performing loans may increase during the period of time in which
any loan repurchased is either restored to an accrual status or the Company
claims on the guarantee.
The following table presents information regarding nonperforming assets at
the periods indicated:
<TABLE>
<CAPTION>
AS OF AS OF
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Nonaccrual loans................................................................ $ 8,970 $ 3,329
Accruing loans 90 days or more past due......................................... -- 1,291
Other real estate............................................................... 399 654
------ ------
Total nonperforming assets.................................................. $ 9,369 $ 5,274
------ ------
Less:
Nonperforming loans guaranteed by the SBA and Ex-Im Bank...................... 5,340 1,350
Nonperforming loans guaranteed by the OCCGF................................... -- --
------ ------
Total net nonperforming assets.............................................. $ 4,029 $ 3,924
------ ------
------ ------
Nonperforming assets to total assets............................................ 2.03% 0.90%
Nonperforming assets to total loans and other real estate....................... 1.51 1.26
Nonperforming assets to total assets (1)........................................ 0.65 0.67
Nonperforming assets to total loans and other real estate (1)................... 0.87 0.94
</TABLE>
- ------------------------
(1) Nonperforming assets are net of guarantees from the SBA, Ex-Im Bank and
OCCGF.
14
<PAGE>
ALLOWANCE FOR LOAN LOSSES. For the six months ended June 30, 1999, net loan
charge-offs were $1.5 million or 0.67% of average loans outstanding, compared
with $827,000 or 0.22% of average loans outstanding for the year ended December
31, 1998. At June 30, 1999 and December 31, 1998, the allowance for loan losses
aggregated $6.7 million and $6.1 million, or 1.47% and 1.46% of total loans,
respectively.
The following table presents an analysis of the allowance for loan losses
and other related data:
<TABLE>
<CAPTION>
AS OF AS OF
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Average loans outstanding....................................................... $ 432,337 $ 368,394
------------- --------
------------- --------
Total loans outstanding at end of period........................................ $ 460,191 $ 417,686
------------- --------
------------- --------
Allowance for loan losses at beginning of period................................ $ 6,119 $ 3,569
Provision for loan losses....................................................... 2,070 3,377
Charge-offs:
Commercial and industrial..................................................... (1,360) (237)
Real estate--mortgage......................................................... (35) 114
Real estate--construction..................................................... -- --
Consumer and other............................................................ (112) (619)
------------- --------
Total charge-offs........................................................... (1,507) (970)
------------- --------
Recoveries:
Commercial and industrial..................................................... 46 77
Real estate--mortgage......................................................... -- 17
Real estate--construction..................................................... -- 16
Consumer and other............................................................ 14 33
------------- --------
Total recoveries............................................................ 60 143
------------- --------
Net loan charge-offs............................................................ (1,447) (827)
------------- --------
Allowance for loan losses at end of period...................................... $ 6,742 $ 6,119
------------- --------
------------- --------
Ratio of allowance to end of period total loans................................. 1.47% 1.46%
Ratio of net loan charge-offs to average loans.................................. 0.67 0.22
Ratio of allowance to end of period nonperforming loans......................... 75.16 132.44
Ratio of allowance to end of period nonperforming loans (1)..................... 184.76 187.13
</TABLE>
- ------------------------
(1) Nonperforming assets are net of guarantees from the SBA, Ex-Im Bank and
OCCGF.
SECURITIES. At June 30, 1999, the securities portfolio totaled $116.2
million, reflecting an increase of $8.7 million or 8.0% from $107.6 million for
the year ended December 31, 1998. This growth was due primarily to an increase
in fixed rate mortgage-backed securities and tax-free securities which were
funded by borrowings from the FHLB.
DEPOSITS. At June 30, 1999, total deposits were $482.2 million, up $2.7
million from $479.5 million at December 31, 1998. The noninterest-bearing
deposits at June 30, 1999 increased by $3.2 million or 3.8% to $87.7 million
from $84.5 million at December 31, 1998. The Company's ratios of
noninterest-bearing demand deposits to total deposits for June 30, 1999 and
December 31, 1998 were 18.2% and 17.6%, respectively.
OTHER BORROWINGS. The Company had two ten-year loans totaling $35.0 million
from the FHLB to further leverage its balance sheet and diversify its funding
sources. The loans bear interest at the average rate of 4.9% per annum until the
fifth anniversary of the loans, at which time the loans may be repaid or
15
<PAGE>
the interest rate may be renegotiated. Other short-term borrowings principally
consist of U.S. Treasury tax note option accounts having a maturity of 14 days
or less. Additionally, the Company had several unused, unsecured lines of credit
with correspondent banks totaling $15.0 million at June 30, 1999 and $7.0
million at December 31, 1998.
CAPITAL RESOURCES. Shareholders' equity increased from $50.0 million at
December 31, 1998 to $52.0 million at June 30, 1999, an increase of $2.0 million
or 4.0%. This increase was primarily due to $4.0 million in net income for the
six months ended June 30, 1999, partially offset by $1.6 million in accumulated
other comprehensive losses reflecting the mark-to-market of the
available-for-sale investment portfolio.
The following table provides a comparison of the Company's and the Bank's
leverage and risk-weighted capital ratios as of June 30, 1999 to the minimum and
well-capitalized regulatory standards.
<TABLE>
<CAPTION>
MINIMUM WELL ACTUAL RATIO AT
REQUIRED CAPITALIZED JUNE 30, 1999
------- ----------- ---------------
<S> <C> <C> <C>
The Company
Leverage ratio................................................................ 3.00%(1) N/A 8.87%
Tier 1 risk-based capital ratio............................................... 4.00 N/A 11.47
Risk-based capital ratio...................................................... 8.00 N/A 12.72
The Bank
Leverage ratio................................................................ 3.00%(2) 5.00% 7.20%
Tier 1 risk-based capital ratio............................................... 4.00 8.00 9.31
Risk-based capital ratio...................................................... 8.00 10.00 10.56
</TABLE>
- ------------------------
(1) The Federal Reserve Board may require the Company to maintain a leverage
ratio of up to 200 basis points above the required minimum.
(2) The OCC may require the Bank to maintain a leverage ratio of up to 200 basis
points above the required minimum.
YEAR 2000 COMPLIANCE. The Year 2000 risk involves computer programs and
computer software that may not able to perform without interruption into the
Year 2000. If computer systems do not correctly recognize the date change from
December 31, 1999 to January 1, 2000, computer applications that rely on the
date field could fail or create erroneous results. Such erroneous results could
affect interest, payment or due dates or cause the temporary inability to
process transactions, send invoices or engage in similar normal business
activities. If the Company, its suppliers, and its borrowers do not address
these issues, there could be a material adverse impact on the Company's
financial condition or results of operations.
The Company formally initiated its Year 2000 project and plan in November
1997 to ensure that its operational and financial systems will not be adversely
affected by Year 2000 problems. The Company formed a Year 2000 project team and
the Board of Directors and management are supporting all compliance efforts and
allocating the necessary resources to ensure completion. An inventory of all
systems and products (including both information technology ("IT") and
non-informational technology ("non-IT") systems) that could be affected by the
Year 2000 date change has been developed, verified and categorized as to its
importance to the Company and an assessment of all major IT and critical non-IT
systems has been completed. This assessment involved inputting into IT systems
test data simulating the Year 2000 date change and reviewing the system output
for accuracy. The Company's assessment of critical non-IT systems involved
reviewing such systems to determine whether they were date dependent. Based on
such assessment, the Company believes that none of its critical non-IT systems
are date dependent. The software for the Company's systems is provided through
software vendors. The Company has contacted all of its third party vendors and
software providers and has required them to demonstrate and represent that the
products provided are Year 2000 compliant. Furthermore, the Company developed
and has fully
16
<PAGE>
implemented a program for testing compliance with Year 2000 requirements. During
the first quarter of 1999, the Company brought in-house its data processing
services. The data processing software purchased by the Company is the same
software that had been used by the Company in its vendor provided system since
1995. The Company's previous service bureau, which performed substantially all
of the Company's data processing functions until March 15, 1999, and which
currently provides the data processing software, has warranted in writing that
its software is Year 2000 compliant and pursuant to applicable regulatory
guidelines. The Company completed Year 2000 compliance testing and certification
on its in-house system during the first quarter of 1999.
The Company has completed the following phases of its Year 2000 plan: (i)
recognizing Year 2000 issues, (ii) assessing the impact of Year 2000 issues on
the Company's critical systems and (iii) upgrading systems as necessary to
resolve those Year 2000 issues which have been identified.
COSTS OF COMPLIANCE. The Company has increased its estimates for Year 2000
related expenses from $24,000 to $40,000. As of June 30, 1999, the Company had
incurred approximately $20,000 in expenses associated with Year 2000 issues. The
largest potential risk to the Company concerning Year 2000 is the malfunction of
its data processing system. In the event its data processing system does not
function properly, the Company is prepared to perform functions manually. The
Company believes it is in compliance with regulatory guidelines regarding Year
2000 compliance.
RISKS RELATED TO THIRD PARTIES. The impact of Year 2000 noncompliance by
third parties with which the Company transacts business cannot be accurately
gauged. The Company identified its largest dollar deposit (aggregate deposits
over $200,000) and loan ($250,000 or more) customers and, based on information
available to the Company, conducted a preliminary evaluation to determine which
of those customers are likely to be affected by Year 2000 issues. The Company
then surveyed those customers deemed at risk to determine their readiness with
respect to Year 2000 issues, including their awareness of Year 2000 issues,
plans to address such issues and progress with respect to such plans. The survey
included approximately 69.0% of all depositors with balances of $200,000 or
greater, which was approximately 10.0% of the Company's total dollar deposit
base, and all of its borrowers of $250,000 or more, which was approximately
69.0% of the Company's total dollar loan base. This survey was completed in the
third quarter of 1998. As of the date of this Form 10-Q, substantially all of
the borrowers with aggregate credit facilities greater than $250,000 and
approximately 57.0% of depositors have responded to the survey and all of those
customers are aware of Year 2000 issues, are in the process of updating their
systems and have informed the Company that they believe they will be ready for
the Year 2000 date change by the end of 1999. To the extent a problem has been
identified, the Company intends to monitor the customer's progress in resolving
such problem. In the event that Year 2000 noncompliance adversely affects a
borrower, the Company may be required to charge off the loan to that borrower.
For a discussion of possible effects of such charge-offs, see "Contingency
Plans" below. With respect to its borrowers, the Company includes in its loan
documents a Year 2000 disclosure form as an addendum to the loan agreement in
which the borrower represents and warrants its Year 2000 compliance to the
Company. The Company relies on the Federal Reserve Bank of Dallas for electronic
fund transfers who has assured the Company that its systems are Year 2000
compliant.
CONTINGENCY PLAN. The Company has finalized its contingency planning with
respect to the Year 2000 date change and believes that if its own systems should
fail, the Company could convert to a manual entry system for a period of up to
two weeks without significant losses. The Company believes that any mission
critical systems could be recovered and operating within seven days. In the
event that the Federal Reserve Bank of Dallas is unable to handle electronic
funds transfers, the Company does not expect the impact to be material to its
financial condition or results of operations as long as the Company is able to
utilize an alternative electronic funds transfer source. As part of its
contingency planning, the Company has reviewed its loan customer base and the
potential impact on capital of Year 2000 noncompliance. Based upon such review,
using what it considers to be a reasonable worst case scenario, the Company has
assumed that
17
<PAGE>
certain of its commercial borrowers whose businesses are most likely to be
affected by Year 2000 noncompliance would be unable to repay their loans,
resulting in charge-offs of loan amounts in excess of collateral values. If such
were the case, the Company believes that it is unlikely that its exposure would
exceed $300,000, although there are no assurances that this amount will not be
substantially higher. The Company does not believe that this amount is material
enough for the Company to adjust its current methodology for making provisions
to the allowance for credit losses. In addition, the Company plans to maintain
additional cash on hand to meet any unusual deposit withdrawal activity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in the previously disclosed market risk
information in the Company's Form 10-K for the year ended December 31, 1998. See
Form 10-K, Item 7 "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Interest Rate Sensitivity."
18
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on April 29, 1999. At
the meeting, the shareholders of the Company considered and acted upon the
proposals listed below.
1. Helen F. Chen, George M. Lee and David Tai were elected as Class I
directors to serve until the 2002 Annual Meeting of Shareholders and
until their successors are duly elected and qualified. A total of
4,216,515 shares were voted in favor of each Class I director and 21,400
shares were withheld from voting for each Class I director.
The other directors whose term of office as a director continued after
the meeting include Tommy F. Chen, May P. Chu, Jane W. Kwan, John Lee,
Joe Ting and Don J. Wang.
2. The shareholders ratified the appointment of Deloitte & Touche LLP as
the independent auditors of the books and accounts of the Company for the
year ending December 31, 1999. A total of 4,216,515 shares were voted in
favor the proposal, 21,400 shares were voted against the proposal and 200
shares abstained from voting on the proposal.
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6A. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER IDENTIFICATION OF EXHIBIT
- --------------- ---------------------------------------------------------------------------------------------------
<S> <C>
11 -- Computation of Earnings Per Common Share, included as Note (2) to the Interim Consolidated
Financial Statements on Page 6 of this Form 10-Q.
27 -- Financial Data Schedule. The required Financial Data Schedule has been included as Exhibit 27 of
the Form 10-Q filed electronically with the Securities and Exchange Commission.
</TABLE>
ITEM 6B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the three months
ended June 30, 1999.
19
<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.
<TABLE>
<CAPTION>
<S> <C> <C>
METROCORP BANCSHARES, INC.
Date: August 12, 1999 By: /s/ DON J. WANG
-----------------------------------------
Don J. Wang
Chairman of the Board and Chief Executive Officer
Date: August 12, 1999 By: /s/ ATTILIO F. GALLI
-----------------------------------------
Attilio F. Galli
Chief Financial Officer
</TABLE>
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<CIK> 0001068300
<NAME> METROCORP BANCSHARES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 18,768
<INT-BEARING-DEPOSITS> 677
<FED-FUNDS-SOLD> 5,514
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 83,259
<INVESTMENTS-CARRYING> 37,326
<INVESTMENTS-MARKET> 0
<LOANS> 460,191
<ALLOWANCE> 6,742
<TOTAL-ASSETS> 620,249
<DEPOSITS> 482,174
<SHORT-TERM> 39,430
<LIABILITIES-OTHER> 11,657<F1>
<LONG-TERM> 35,000<F2>
0
0
<COMMON> 7,121
<OTHER-SE> 44,866
<TOTAL-LIABILITIES-AND-EQUITY> 620,249
<INTEREST-LOAN> 21,125
<INTEREST-INVEST> 3,891
<INTEREST-OTHER> 276
<INTEREST-TOTAL> 25,292
<INTEREST-DEPOSIT> 8,447
<INTEREST-EXPENSE> 9,855
<INTEREST-INCOME-NET> 15,437
<LOAN-LOSSES> 2,070
<SECURITIES-GAINS> 274
<EXPENSE-OTHER> 10,837
<INCOME-PRETAX> 5,952
<INCOME-PRE-EXTRAORDINARY> 5,952
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,006
<EPS-BASIC> 0.56
<EPS-DILUTED> 0.56
<YIELD-ACTUAL> 9.04
<LOANS-NON> 8,970
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 6,119
<CHARGE-OFFS> (1,507)
<RECOVERIES> 60
<ALLOWANCE-CLOSE> 6,742
<ALLOWANCE-DOMESTIC> 6,742
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,458
<FN>
<F1>INCLUDES ACCRUED INTEREST PAYABLE, INCOME TAXES PAYABLE, ACCEPTANCES
OUTSTANDING AND OTHER LIABILITIES.
<F2>INCLUDES TWO 10-YEAR LOANS FROM THE FEDERAL HOME LOAN BANK OF DALLAS.
</FN>
</TABLE>
