<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 FOR THE QUARTERLY PERIOD
ENDED SEPTEMBER 30, 1999
</TABLE>
<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 jurisdiction of (IRS Employer Identification 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 November 11, 1999, the number of outstanding shares of Common Stock,
par value $1.00 per share was 7,121,073.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS.
METROCORP BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents:
Cash and due from banks................................... $ 23,029 $ 21,606
Federal funds sold and other temporary investments........ 18,772 14,287
-------- --------
Total cash and cash equivalents......................... 41,801 35,893
Investment securities available-for-sale.................... 82,138 83,623
Investment securities held-to-maturity...................... 35,960 39,567
Loans, net.................................................. 471,072 411,567
Premises and equipment, net................................. 7,806 8,151
Accrued interest receivable................................. 3,489 3,251
Deferred income taxes....................................... 5,051 3,025
Due from customers on acceptances........................... 1,647 865
Other real estate and repossessed assets, net............... 350 675
Other assets................................................ 2,357 691
-------- --------
Total assets............................................ $651,671 $587,308
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing....................................... $ 95,580 $ 84,520
Interest-bearing.......................................... 438,081 394,986
-------- --------
Total deposits.......................................... 533,661 479,506
Federal funds purchased..................................... 20,000 25,000
Other borrowings............................................ 35,557 25,043
Accrued interest payable.................................... 1,225 1,030
Income taxes payable........................................ -- 20
Acceptances outstanding..................................... 1,647 865
Other liabilities........................................... 6,356 5,820
-------- --------
Total liabilities....................................... 598,446 537,284
-------- --------
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 shares
authorized, 7,121,073 and 7,004,560 shares issued and
outstanding, respectively............................... 7,121 7,005
Additional paid-in capital................................ 25,635 24,569
Retained earnings......................................... 22,388 17,702
Accumulated other comprehensive income/ (loss)............ (1,919) 748
-------- --------
Total shareholders' equity.............................. 53,225 50,024
-------- --------
Total liabilities and shareholders' equity.............. $651,671 $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 NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------- ----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest income:
Loans................................... $11,640 $10,017 $32,797 $28,934
Investment Securities:
Taxable............................... 1,615 1,478 4,977 4,535
Tax-exempt............................ 295 240 824 718
Federal funds sold and other temporary
investments........................... 188 284 464 1,057
------- ------- ------- -------
Total interest income............... 13,738 12,019 39,062 35,244
------- ------- ------- -------
Interest expense:
Time deposits........................... 3,537 3,875 10,110 11,579
Demand and savings deposits............. 1,074 1,085 2,949 3,068
Other borrowings........................ 788 86 2,195 413
------- ------- ------- -------
Total interest expense.............. 5,399 5,046 15,254 15,060
------- ------- ------- -------
Net interest income....................... 8,339 6,973 23,808 20,184
Provision for loan losses................. 1,380 690 3,450 2,520
------- ------- ------- -------
Net interest income after provision for
loan losses............................. 6,959 6,283 20,358 17,664
------- ------- ------- -------
Noninterest income:
Service charges on deposit accounts..... 974 901 2,933 2,331
Other loan-related fees................. 266 200 1,204 1,061
Letters of credit commissions and
fees.................................. 129 99 334 280
Gain on sale of investment securities,
net................................... 43 -- 317 --
Other noninterest income................ 33 63 165 201
------- ------- ------- -------
Total noninterest income............ 1,445 1,263 4,953 3,873
------- ------- ------- -------
Noninterest expense:
Employee compensation and benefits...... 2,777 2,449 8,366 7,197
Occupancy............................... 1,267 1,293 3,704 3,573
Other real estate, net.................. (8) 38 44 264
Data processing......................... 36 148 282 438
Professional fees....................... 227 176 597 387
Advertising............................. 98 108 337 283
Other noninterest expense............... 1,013 1,327 3,035 3,347
------- ------- ------- -------
Total noninterest expense........... 5,410 5,539 16,365 15,489
------- ------- ------- -------
Income before provision for income
taxes................................... 2,994 2,007 8,946 6,048
Provision for income taxes................ 1,033 720 2,979 1,948
------- ------- ------- -------
Net income................................ $ 1,961 $ 1,287 $ 5,967 $ 4,100
======= ======= ======= =======
Earnings per common share:
Basic................................... $ 0.28 $ 0.23 $ 0.84 $ 0.73
Diluted................................. $ 0.28 $ 0.22 $ 0.84 $ 0.73
Weighted average shares outstanding:
Basic................................... 7,121 5,655 7,112 5,625
Diluted................................. 7,121 5,743 7,112 5,655
</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 FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------- ----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income................................... $1,961 $1,287 $ 5,967 $4,100
------ ------ ------- ------
Other comprehensive income/(loss), net of
tax:
Unrealized gains/(losses) on investment
securities, net:
Unrealized holding gains/(losses) arising
during the period........................ (269) 281 (2,458) 173
Less: reclassification adjustment for gains
included in net income..................... (28) -- (209) --
------ ------ ------- ------
Other comprehensive income/(loss).......... (297) 281 (2,667) 173
------ ------ ------- ------
Total comprehensive income................. $1,664 $1,568 $ 3,300 $4,273
====== ====== ======= ======
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
METROCORP BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER TREASURY
------------------- PAID-IN RETAINED COMPREHENSIVE STOCK,
SHARES AT PAR CAPITAL EARNINGS INCOME (LOSS) AT 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)... -- -- -- -- 173 -- 173
Net income.......................... -- -- -- 4,100 -- -- 4,100
----- ------ ------- ------- ---- ----- -------
Balance at September 30, 1998....... 5,655 $5,655 $12,848 $16,103 $981 $ -- $35,587
===== ====== ======= ======= ==== ===== =======
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER TREASURY
------------------- PAID-IN RETAINED COMPREHENSIVE STOCK,
SHARES AT PAR CAPITAL EARNINGS INCOME (LOSS) AT 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)... -- -- -- -- (2,667) -- (2,667)
Issuance of common stock............ 116 116 1,066 -- -- -- 1,182
Net income.......................... -- -- -- 5,967 -- -- 5,967
Dividends........................... -- -- -- (1,281) -- -- (1,281)
----- ------ ------- ------- ------- --------- -------
Balance at September 30, 1999....... 7,121 $7,121 $25,635 $22,388 $(1,919) $ -- $53,225
===== ====== ======= ======= ======= ========= =======
</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 NINE MONTHS
ENDED SEPTEMBER 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 5,967 $ 4,100
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation............................................ 1,579 1,538
Provision for loan losses............................... 3,450 2,153
Gain on sales of securities, net........................ (317) --
Loss on sale of other real estate....................... 4 19
Deferred income taxes................................... (640) (1,101)
Changes in:
Accrued interest receivable........................... (238) 43
Other assets.......................................... (1,672) (561)
Accrued interest payable.............................. 195 (31)
Deferred loan fees.................................... 603 146
Other liabilities..................................... 536 2,548
Income taxes payable.................................. (20) 20
-------- --------
Net cash provided by operating activities......... 9,447 8,874
-------- --------
Cash flows from investing activities:
Purchases of securities available-for-sale.............. (28,921) (36,649)
Proceeds from sales of securities available-for-sale.... 16,890 --
Proceeds from maturities and calls of securities
available-for-sale.................................... 9,757 6,346
Purchases of securities held-to-maturity................ (2,822) --
Proceeds from maturities of securities
held-to-maturity...................................... 6,452 13,559
Net change in loans..................................... (63,557) (36,259)
Proceeds from sales of other real estate................ 327 355
Purchases of premises and equipment..................... (1,235) (1,560)
-------- --------
Net cash used by investing activities............... (63,109) (54,208)
-------- --------
Cash flows from financing activities:
Net change in:
Deposits................................................ 54,155 33,756
Other borrowings........................................ 10,514 10,023
Federal funds purchased................................. (5,000) (5,000)
Net proceeds from issuance of common stock................ 1,182 --
Treasury stock sold....................................... -- 808
Dividends paid............................................ (1,281) --
-------- --------
Net cash provided by financing activities........... 59,570 39,587
-------- --------
Net increase (decrease) in cash and cash equivalents........ 5,908 (5,747)
Cash and cash equivalents at beginning of period............ 35,893 31,218
-------- --------
Cash and cash equivalents at end of period.................. $ 41,801 $ 25,471
======== ========
</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
September 30, 1999, the Company's consolidated results of operations for the
three and nine months ended September 30, 1999 and 1998, respectively,
consolidated statements of cash flows for the nine months ended September 30,
1999 and 1998 and consolidated changes in shareholders' equity for the nine
months ended September 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 FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net Income available to common
shareholders.............................. $1,961 $1,287 $5,967 $4,100
====== ====== ====== ======
Weighted-average common shares
outstanding............................... 7,121 5,655 7,112 5,625
Potentially dilutive common shares from
options................................... -- 88 -- 30
------ ------ ------ ------
Weighted-average common shares and
potentially diluted common shares......... 7,121 5,743 7,112 5,655
====== ====== ====== ======
Basic EPS................................... $ 0.28 $ 0.23 $ 0.84 $ 0.73
Diluted EPS................................. $ 0.28 $ 0.22 $ 0.84 $ 0.73
</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>
3. NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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
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 September 30, 1999 and 1998 was
$2.0 million and $1.3 million, respectively. Basic and diluted EPS for the three
months ended September 30, 1999 were $0.28 and $0.28, respectively, compared
with $0.23 and $0.22, respectively, for the same period in 1998. Net income for
the nine months ended September 30, 1999 and 1998 was $6.0 million and
$4.1 million, respectively. Basic and diluted EPS for the nine months ended
September 30, 1999 were $0.84, compared with $0.73 for the same period in 1998.
The increase in net income for the three and nine month periods ended
September 30, 1999 was primarily due to higher net interest income resulting
from greater loan and investment volumes.
At September 30, 1999, total assets and net loans were $651.7 million and
$471.1 million compared with $587.3 million and $411.6 million, respectively, at
December 31, 1998. Total liabilities and total shareholders' equity at
September 30, 1999, were $598.4 million and $53.2 million, respectively,
compared with $537.3 million and $50.0 million, respectively, at December 31,
1998.
7
<PAGE>
NET INTEREST INCOME. Net interest income for the quarter ended
September 30, 1999 increased by $1.3 million or 18.6% to $8.3 million compared
with $7.0 million for the same period in 1998. Net interest income for the nine
months ended September 30, 1999 increased by $3.6 million or 17.8% to
$23.8 million compared with $20.2 million for the same period in 1998. The
increase in net interest income during the three and nine month periods ended
September 30, 1999 was due to higher average earning assets, coupled with lower
interest rates paid on deposits.
The net interest margin was 5.52% for the three months ended September 30,
1999, compared with 5.55% during the same period in 1998. The net interest
margin was 5.53% for the nine months ended September 30, 1999, up from 5.45% for
the same period in 1998. The improvement in the net interest margin for the
three and nine months periods ended September 30, 1999 was attributable to a
combination of increased volume of earning assets and reduced interest expense.
For the three months ended September 30, 1999, interest income increased by
$1.7 million or 14.3% to $13.7 million. The increase was principally driven by a
$94.7 million increase in average loans, partially offset by a decrease in the
yield of average loans, which declined by 78 basis points to 9.9%, compared with
10.7% for the same period in 1998. For the three months ended September 30,
1999, the average securities portfolio increased by $12.6 million or 11.9% and
its yield decreased by 4 basis points to 6.37%. For the nine months ended
September 30, 1999, interest income increased by $3.9 million or 11.1% to
$39.1 million compared with $35.2 million for the same period in 1998. The
increase was primarily driven by an $84.2 million or 23.4% growth in average
loan volumes, partially offset by a decrease in the yield earned on average
loans, which declined to 9.9% for the nine months ended September 30, 1999 from
10.7% during the same period in 1998. For the nine months ended September 30,
1999, the average securities portfolio increased by $11.2 million or 10.2% and
its yield increased by 4 basis points to 6.39%.
Interest expense increased by $353,000 for the three months ended
September 30, 1999 to $5.4 million, compared with $5.0 million during the same
period in 1998. For the nine months ended September 30, 1999, interest expense
increased by $194,000 or 1.3%, to $15.3 million, compared with $15.1 million
during the same period in 1998. The increase was primarily due to a higher
volume of deposits.
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 nine month periods ended September 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 SEPTEMBER 30,
---------------------------------------------------------------------
1999 1998
--------------------------------- ---------------------------------
AVERAGE INTEREST AVERAGE AVERAGE INTEREST AVERAGE
OUTSTANDING EARNED/ YIELD/ OUTSTANDING EARNED/ YIELD/
BALANCE PAID RATE BALANCE PAID RATE
----------- -------- -------- ----------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Total loans.............................. $467,871 $11,640 9.87% $373,221 $10,017 10.65%
Taxable securities....................... 96,369 1,615 6.65 88,682 1,478 6.61
Tax-exempt securities.................... 22,592 295 5.18 17,669 240 5.39
Federal funds sold and Other temporary
investments............................ 12,030 188 6.20 18,635 284 6.05
-------- ------- -------- -------
Total interest earning assets............ 598,862 13,738 9.10% 498,207 12,019 9.57%
------- -------
Less allowance for loan loses............ (6,942) (5,532)
-------- --------
Total interest-earning assets, net of
allowance for loan losses................ 591,920 492,675
Nonearning assets.......................... 41,692 38,180
-------- --------
Total assets........................... $633,612 $530,855
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits......... $ 38,971 $ 294 2.99% $ 30,942 $ 204 2.62%
Savings and money market accounts........ 98,970 780 3.13 91,692 881 3.81
Time deposits............................ 279,997 3,537 5.01 278,138 3,875 5.53
Federal funds purchased and securities
sold under repurchase agreements....... 26,154 349 5.29 1,876 26 5.50
Other borrowings......................... 35,488 439 4.91 5,212 60 4.57
-------- ------- -------- -------
Total interest-bearing liabilities......... 479,580 5,399 4.47% 407,860 5,046 4.91%
------- -------
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits...... 93,291 80,390
Other liabilities........................ 7,387 7,730
Total liabilities...................... 580,258 495,980
-------- --------
Shareholders' equity....................... 53,354 34,875
-------- --------
Total liabilities and shareholders
equity................................... $633,612 $530,855
======== ========
Net interest income........................ $ 8,339 $ 6,973
======= =======
Net interest spread........................ 4.63% 4.66%
==== =====
Net interest margin........................ 5.52% 5.55%
==== =====
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------------------------
1999 1998
--------------------------------- ---------------------------------
AVERAGE INTEREST AVERAGE AVERAGE INTEREST AVERAGE
OUTSTANDING EARNED/ YIELD/ OUTSTANDING EARNED/ YIELD/
BALANCE PAID RATE BALANCE PAID RATE
----------- -------- -------- ----------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Total loans.............................. $444,297 $32,797 9.87% $360,107 $28,934 10.71%
Taxable securities....................... 100,410 4,977 6.63 92,532 4,535 6.53
Tax-exempt securities.................... 20,944 824 5.26 17,591 718 5.44
Federal funds sold and Other temporary
investments............................ 10,060 464 6.17 23,449 1,057 6.01
-------- ------- -------- -------
Total interest earning assets............ 575,711 39,062 9.07% 493,679 35,244 9.52%
------- -------
Less allowance for Loan Loses............ (6,558) (4,739)
-------- --------
Total interest-earning assets, net of
allowance for loan losses................ 569,153 488,940
Nonearning assets.......................... 39,275 35,317
-------- --------
Total assets........................... $608,428 $524,257
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits......... $ 35,897 $ 733 2.73% $ 29,668 $ 579 2.60%
Savings and money market accounts........ 97,321 2,216 3.04 88,679 2,489 3.74
Time deposits............................ 266,373 10,110 5.07 278,507 11,579 5.54
Federal funds purchased and securities
sold under repurchase agreements....... 26,383 1,000 5.07 989 42 5.66
Other borrowings......................... 32,497 1,195 4.92 9,016 371 5.49
-------- ------- -------- -------
Total interest-bearing liabilities......... 458,471 15,254 4.45% 406,859 15,060 4.94%
------- -------
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits...... 89,382 77,918
Other liabilities........................ 7,835 6,468
Total liabilities...................... 555,688 491,245
-------- --------
Shareholders' equity....................... 52,740 33,012
-------- --------
Total liabilities and shareholders
equity................................... $608,428 $524,257
======== ========
Net interest income........................ $23,808 $20,184
======= =======
Net interest spread........................ 4.62% 4.58%
==== =====
Net interest margin........................ 5.53% 5.45%
==== =====
</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 nine
month periods ended September 30, 1999. For purposes of these tables, changes
attributable to both rate and volume have been allocated to rate.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1999 VS. 1998
------------------------------
INCREASE (DECREASE)
DUE TO
-------------------
VOLUME RATE TOTAL
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
INTEREST-EARNING ASSETS:
Total loans............................................... $5,262 $(3,639) $1,623
Securities................................................ 396 (204) 192
Federal funds sold and other temporary investments........ (114) 18 (96)
------ ------- ------
Total increase (decrease) in interest income............ 5,544 (3,825) 1,719
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits.......................... (57) 147 90
Savings and money market accounts......................... 577 (678) (101)
Time deposits............................................. 1,106 (1,444) (338)
Federal funds purchased................................... 376 (53) 323
Other borrowings.......................................... 258 121 379
------ ------- ------
Total increase (decrease) in interest expense........... 2,260 (1,907) 353
------ ------- ------
Increase (decrease) in net interest income.................. $3,284 $(1,918) $1,361
====== ======= ======
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1999 VS. 1998
------------------------------
INCREASE (DECREASE)
DUE TO
-------------------
VOLUME RATE TOTAL
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
INTEREST-EARNING ASSETS:
Total loans............................................... $7,612 $(3,749) $3,863
Securities................................................ 657 (109) 548
Federal funds sold and other temporary investments........ (609) 16 (593)
------ ------- ------
Total increase (decrease) in interest income............ 7,660 (3,842) 3,818
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits.......................... 108 46 154
Savings and money market accounts......................... 406 (679) (273)
Time deposits............................................. (220) (1,249) (1,469)
Federal funds purchased................................... 1,115 (157) 958
Other borrowings.......................................... 1,009 (185) 824
------ ------- ------
Total increase (decrease) in interest expense........... 2,420 (2,226) 194
------ ------- ------
Increase (decrease) in net interest income.................. $5,240 $(1,616) $3,624
====== ======= ======
</TABLE>
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 September 30, 1999, the provision for
loan losses increased by $690,000 or 100.0% to $1.4 million when
11
<PAGE>
compared with the same period last year. For the nine months ended
September 30, 1999, the provision for loan losses increased by $930,000 or 36.9%
to $3.5 million compared with the same period last year. The increase in the
provision for loan losses for the three and nine month periods ended September
30, 1999 was due to an increase in net charge offs and was made to restore the
Company's allowance for loan losses to a level deemed appropriate by management.
Based on recent experience in the loan portfolio, the Company may make an
additional provision to the allowance for loan losses in the fourth quarter.
NONINTEREST INCOME. Noninterest income for the quarters ended
September 30, 1999 and 1998, was $1.4 million and $1.3 million, respectively.
The $182,000 increase in noninterest income during the three months ended
September 30, 1999 primarily resulted from continued improvement in the
collection of service charges on deposit accounts and higher loan related fees.
For the nine months ended September 30, 1999 and 1998, noninterest income was
$5.0 million and $3.9 million, respectively. The majority of the growth in
noninterest income during the nine months ended September 30, 1999 resulted from
a $602,000 increase in service charges on deposit accounts. The increase in
service charges was realized through improvement in the monitoring of the
accounts subject to service charges. The following table presents, for the
periods indicated, the major categories of noninterest income:
<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Service charges on deposit accounts......... $ 974 $ 901 $2,933 $2,331
Other loan-related fees..................... 266 200 1,204 1,061
Gain on sale of securities, net............. 43 -- 317 --
Letters of credit commissions and fees...... 129 99 334 280
Other noninterest income.................... 33 63 165 201
------ ------ ------ ------
Total noninterest income................ $1,445 $1,263 $4,953 $3,873
====== ====== ====== ======
</TABLE>
NONINTEREST EXPENSE. For the quarters ended September 30, 1999 and 1998,
noninterest expense totaled $5.4 million and $5.5 million, respectively, a
decrease of $129,000 or 2.3% principally due to improved data processing
efficiency. For the nine months ended September 30, 1999, noninterest expense
increased by $876,000 or 5.7% to $16.4 million compared with $15.5 million
during 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 September 30, 1999 and 1998, the Company's efficiency
ratio was 55.6% and 67.3%, respectively. For the nine month period ended
September 30, 1999 and 1998, the Company's efficiency ratio was 57.5% and 64.4%,
respectively. The improvement in the efficiency ratios for the three and nine
month periods ended September 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, for the periods indicated, the major
categories in noninterest expense:
<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Employee compensation and benefits........................ $2,777 $2,449 $ 8,366 $ 7,197
Non-staff expenses:
Occupancy............................................... 1,267 1,293 3,704 3,573
Other real estate, net.................................. (8) 38 44 264
Data processing......................................... 36 148 282 438
Professional fees....................................... 227 176 597 387
Advertising............................................. 98 108 337 283
Consultants/contract labor.............................. 20 94 366 340
Director compensation................................... 69 77 211 248
Printing and supplies................................... 113 124 377 333
Telecommunications...................................... 120 113 380 311
Other noninterest expense............................... 691 919 1,701 2,115
------ ------ ------- -------
Total non-staff expenses.............................. 2,633 3,090 7,999 8,292
------ ------ ------- -------
Total noninterest expense............................. $5,410 $5,539 $16,365 $15,489
====== ====== ======= =======
</TABLE>
Employee compensation and benefits expense for the quarters ended
September 30, 1999 and 1998, was $2.8 million and $2.4 million, respectively, an
increase of $328,000 or 13.4%. For the nine months ended September 30, 1999 and
1998, employee compensation and benefits expense was $8.4 million and
$7.2 million, respectively, an increase of $1.2 million or 16.7%. The increases
for the three and nine month periods ended September 30, 1999 were primarily due
to the costs associated with the establishment of the Dulles and Long Point
branches, which opened in March and April 1999, respectively. Total full-time
equivalent employees at September 30, 1999 and 1998 were 275 and 259,
respectively.
For the three months ended September 30, 1999, non-staff expenses decreased
by $457,000 compared with the same period last year, principally due to a
decrease in other noninterest expense. For the nine months ended September 30,
1999, non-staff expenses decreased by $293,000 primarily due to a $200,000
reduction in other real estate expenses.
INCOME TAXES. The provision for income taxes as a percentage of net income
before taxes decreased from 35.9% for the quarter ended September 30,1998 to
34.6% for the quarter ended September 30, 1999 due to greater nontaxable income
related to an increase in the tax-exempt municipal securities portfolio. For the
nine months ended September 30, 1999, the provision for income taxes increased
to 33.3% from 32.2% during the same period in 1998.
FINANCIAL CONDITION
LOAN PORTFOLIO. Total loans increased from $417.7 million at December 31,
1998 to $477.9 million at September 30, 1999. The $60.2 million or 14.4% growth
in total loans reflected the improving local economy, the opening of new
branches and the Company's investment in loan production capacity. At
September 30, 1999 and December 31, 1998, the ratio of total loans to total
deposits was 89.5% and 87.1%, respectively. For the same periods, total loans
represented 73.3% and 71.1% of total assets, respectively.
13
<PAGE>
The following table summarizes the loan portfolio of the Company by type of
loan:
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, AS OF DECEMBER 31,
1999 1998
------------------- -------------------
AMOUNT PERCENT AMOUNT PERCENT
-------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Commercial and industrial............................... $283,379 58.68% $256,311 60.73%
Real estate mortgage
Residential........................................... 12,360 2.56 11,795 2.80
Commercial............................................ 127,381 26.38 103,677 24.57
Real estate construction
Residential........................................... 11,559 2.39 10,842 2.57
Commercial............................................ 25,040 5.19 17,769 4.21
Consumer and other...................................... 11,868 2.46 12,117 2.87
Factored receivables.................................... 11,283 2.34 9,506 2.25
-------- ------ -------- ------
Gross loans............................................. 482,870 100.00% 422,017 100.00%
====== ======
Less: unearned discounts, interest and deferred fees.... (4,989) (4,331)
-------- --------
Total loans......................................... $477,881 $417,686
======== ========
</TABLE>
NONPERFORMING ASSETS. Net nonperforming assets at September 30, 1999 and
December 31, 1998 were $4.5 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 September 30, 1999 and December 31, 1998, respectively. Included
in the $9.7 million of nonperforming loans at September 30, 1999, were two
borrowing relationships whose combined exposure totaled $4.7 million. However,
the loans to these two entities have aggregate SBA and Ex-Im Bank guarantees of
$3.3 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
asserts a claim on the guarantee.
14
<PAGE>
The following table presents information regarding nonperforming assets at
the periods indicated:
<TABLE>
<CAPTION>
AS OF AS OF
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------ -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Nonaccrual loans............................................ $9,414 $3,329
Accruing loans 90 days or more past due..................... -- 1,291
Other real estate........................................... 327 654
------ ------
Total nonperforming assets.............................. $9,741 $5,274
------ ------
Less:
Nonperforming loans guaranteed by the SBA and Ex-Im
Bank.................................................... 4,771 1,350
Nonperforming loans guaranteed by the OCCGF............... 8 --
------ ------
Total net nonperforming assets.......................... $4,962 $3,924
====== ======
Nonperforming assets to total assets........................ 1.49% 0.90%
Nonperforming assets to total loans and other real estate... 2.04 1.26
Net nonperforming assets to total assets(1)................. 0.76 0.67
Net nonperforming assets to total loans and other real
estate(1)................................................. 1.04 0.94
</TABLE>
- ------------------------
(1) Net nonperforming assets are net of guarantees from the SBA, Ex-Im Bank and
OCCGF.
15
<PAGE>
ALLOWANCE FOR LOAN LOSSES. For the nine months ended September 30, 1999,
net loan charge-offs were $2.8 million or 0.83% of average loans outstanding,
compared with $827,000 or 0.22% of average loans outstanding for the year ended
December 31, 1998. At September 30, 1999 and December 31, 1998, the allowance
for loan losses aggregated $6.8 million and $6.1 million, or 1.42% 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>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1999 DECEMBER 31, 1998
------------------ -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Average loans outstanding................................... $444,297 $368,394
======== ========
Total loans outstanding at end of period.................... $477,881 $417,686
======== ========
Allowance for loan losses at beginning of period............ $ 6,119 $ 3,569
Provision for loan losses................................... 3,450 3,377
Charge-offs:
Commercial and industrial................................. (2,007) (237)
Real estate--mortgage..................................... (474) 114
Real estate--construction................................. -- --
Consumer and other........................................ (372) (619)
-------- --------
Total charge-offs....................................... (2,853) (970)
-------- --------
Recoveries:
Commercial and industrial................................. 47 77
Real estate--mortgage..................................... -- 17
Real estate--construction................................. -- 16
Consumer and other........................................ 46 33
-------- --------
Total recoveries........................................ 93 143
-------- --------
Net loan charge-offs........................................ (2,760) (827)
-------- --------
Allowance for loan losses at end of period.................. $ 6,809 $ 6,119
======== ========
Ratio of allowance to end of period total loans............. 1.42% 1.46%
Ratio of net loan charge-offs to average loans.............. 0.83 0.22
Ratio of allowance to end of period nonperforming loans..... 72.33 132.44
Ratio of allowance to end of period net nonperforming
loans(1).................................................. 163.72 187.13
</TABLE>
- ------------------------
(1) Net nonperforming loans are net of guarantees from the SBA, Ex-Im Bank and
OCCGF.
SECURITIES. At September 30, 1999, the securities portfolio totaled
$118.1 million, a decrease of $5.1 million or 4.1% from $123.2 million at
December 31, 1998. This decrease was due primarily to sales of investment
securities to support loan demand.
DEPOSITS. At September 30, 1999, total deposits were $533.7 million, up
$54.2 million or 11.3% from $479.5 million at December 31, 1998.
Noninterest-bearing deposits at September 30, 1999 increased by $11.1 million or
13.1% to $95.6 million from $84.5 million at December 31, 1998. The Company's
ratios of noninterest-bearing demand deposits to total deposits for
September 30, 1999 and December 31, 1998 were 17.9% and 17.6%, respectively. At
September 30, 1999, interest-bearing deposits increased by $43.1 million or 9.8%
to $438.1 million from $395.0 million at December 31, 1998. The increase in
interest-bearing deposits partially resulted from the issuance of $20 million in
aggregate principal amount of ten-year callable certificates of deposits (the
"Callable CDs") and an increase in CDs in an amount greater
16
<PAGE>
than $100,000. The Callable CDs are callable at the Company's discretion at the
first anniversary of issuance and semi-annually thereafter.
OTHER BORROWINGS. The Company had two ten-year loans totaling
$35.0 million from the Federal Home Loan Bank of Dallas ("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 the interest rate may be
renegotiated. During the quarter ended September 30, 1999, the Company had a
$20 million six-month advance from the FHLB. This loan bears an interest rate of
5.9%. 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
$17.0 million at September 30, 1999 and $7.0 million at December 31, 1998.
CAPITAL RESOURCES. Shareholders' equity increased from $50.0 million at
December 31, 1998 to $53.2 million at September 30, 1999, an increase of
$3.2 million or 6.4%. This increase was primarily due to $6.0 million in net
income for the nine months ended September 30, 1999, partially offset by
$1.9 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 September 30, 1999 to the
minimum and well-capitalized regulatory standards:
<TABLE>
<CAPTION>
MINIMUM WELL ACTUAL RATIO AT
REQUIRED CAPITALIZED SEPTEMBER 30, 1999
-------- ----------- ------------------
<S> <C> <C> <C>
THE COMPANY
Leverage ratio........................................ 3.00%(1) N/A 8.70%
Tier 1 risk-based capital ratio....................... 4.00 N/A 10.87
Risk-based capital ratio.............................. 8.00 N/A 12.12
THE BANK
Leverage ratio........................................ 3.00%(2) 5.00% 7.13%
Tier 1 risk-based capital ratio....................... 4.00 8.00 8.91
Risk-based capital ratio.............................. 8.00 10.00 10.16
</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.
STATE OF READINESS. 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
17
<PAGE>
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 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 Company's 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, (iii) upgrading systems as necessary to
resolve those Year 2000 issues which have been identified and (iv) developing a
business resumption contingency plan.
COSTS OF COMPLIANCE. The Company has increased its estimates for Year 2000
related expenses from $24,000 to $40,000. As of September 30, 1999, the Company
had incurred approximately $30,000 in expenses associated with Year 2000 issues.
The largest potential internal 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. The responses indicated that substantially all loan
customers and slightly greater than one-half of deposit 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.
18
<PAGE>
CONTINGENCY PLANS. 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 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.
During the quarter ended September 30, 1999, the Company entered into two,
$10 million each, ten-year interest rate swap agreements whereby the Company
receives a fixed rate and pays a floating rate. The floating rate the Company
pays is based upon the three month London Interbank Best Offered Rate ("LIBOR")
and reprices every three months. The Company expects the interest rate swap
agreements to help mitigate the Company's asset sensitive position. There have
been no other 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."
19
<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
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6A. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER IDENTIFICATION OF EXHIBIT
------ -------------------------
<C> <S>
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 September 30, 1999.
20
<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>
<S> <C> <C> <C>
METROCORP BANCSHARES, INC.
Date: November 12, 1999 By: /s/ DON J. WANG
---------------------------------------
Don J. Wang
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Date: November 12, 1999 By: /s/ ATTILIO F. GALLI
---------------------------------------
Attilio F. Galli
CHIEF FINANCIAL OFFICER
</TABLE>
21
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<CIK> 0001068300
<NAME> METROCORP BANCSHARES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 23,029
<INT-BEARING-DEPOSITS> 5,131
<FED-FUNDS-SOLD> 13,641
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 82,138
<INVESTMENTS-CARRYING> 35,960
<INVESTMENTS-MARKET> 0
<LOANS> 477,881
<ALLOWANCE> 6,809
<TOTAL-ASSETS> 651,671
<DEPOSITS> 533,661
<SHORT-TERM> 20,000
<LIABILITIES-OTHER> 9,785<F1>
<LONG-TERM> 35,000<F2>
0
0
<COMMON> 7,121
<OTHER-SE> 46,104
<TOTAL-LIABILITIES-AND-EQUITY> 651,671
<INTEREST-LOAN> 32,797
<INTEREST-INVEST> 6,265
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 39,062
<INTEREST-DEPOSIT> 15,254
<INTEREST-EXPENSE> 15,254
<INTEREST-INCOME-NET> 23,808
<LOAN-LOSSES> 3,450
<SECURITIES-GAINS> 317
<EXPENSE-OTHER> 16,365
<INCOME-PRETAX> 8,946
<INCOME-PRE-EXTRAORDINARY> 8,946
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,967
<EPS-BASIC> 0.84
<EPS-DILUTED> 0.84
<YIELD-ACTUAL> 9.07
<LOANS-NON> 9,414
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 6,119
<CHARGE-OFFS> (2,853)
<RECOVERIES> 93
<ALLOWANCE-CLOSE> 6,809
<ALLOWANCE-DOMESTIC> 6,809
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,638
<FN>
<F1>INCLUDES ACCRUED INTEREST PAYABLE, INCOME TAX PAYABLE, ACCEPTABLE OUTSTANDING
AND OTHER LIABILITIES.
<F2>INCLUDES TWO 10-YEAR LOANS FROM FEDERAL HOME LOAN BANK-DALLAS.
</FN>
</TABLE>
