UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 0-24433
POINTE FINANCIAL CORPORATION
----------------------------
(Exact name of Registrant as specified in its charter)
Florida 65-0451402
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
21845 Powerline Road, Boca Raton, Florida 33433
- ----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 368-6300
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of the Common Stock held by non-affiliates
of the Registrant, based upon the average bid and asked prices as quoted on the
NASDAQ Stock Market on February 15, 2000, was $12,267,997.*
The Registrant had 2,013,018 shares of Common Stock outstanding on
February 15, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Definitive Proxy Statement for its 1999 Annual Meeting
of Stockholders will be filed with the Securities and Exchange Commission not
later than 120 days after the end of the fiscal year covered by this Form 10-K
pursuant to Rule G(3) of the General Instructions for Form 10-K. Information
from such Definitive Proxy Statement will be incorporated by reference into Part
III, Items 10, 11, 12 and 13 hereof.
* Based on reported beneficial ownership of all directors and executive
officers of the Registrant; this determination does not, however,
constitute an admission of affiliated status for any of these
individual stockholders.
<PAGE>
<TABLE>
<CAPTION>
INDEX
<S> <C> <C> <C>
PART I Page
Item I. Description of Business
Business 3
Forward-Looking Statements 3
Market Area and Competition 3
Market Risk 4
Employees 4
Year 2000 Compliance 4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 7-8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-26
Item 7A. Quantitative and Qualitative Disclosure About Market Risk 27
Item 8. Financial Statements and Supplementary Data (See Index - Page 27) 27
Item 9. Change In and Disagreements with Accountants on
Accounting and Financial Disclosure 28
PART III
Item 10. Directors and Executive Officers of the Registrant 28-29
Item 11. Executive Compensation 29
Item 12. Security Ownership of Certain Beneficial Owners and Management 29
Item 13. Certain Relationships and Related Transactions 29
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 30
Supplemental Information 32
SIGNATURES 32
</TABLE>
2
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business
Pointe Financial Corporation, a Florida corporation, is a Bank Holding company
headquartered in Boca Raton. Pointe Financial Corporation's ("Pointe" or the
"Company") fundamental business consists of operating its commercial bank
subsidiary, Pointe Bank ("the Bank"), a Florida state chartered commercial bank.
At December 31, 1999, the Company has total assets of $213.656 million and
stockholders equity of $24.583 million.
The Company was incorporated under the laws of the State of Florida on September
29, 1993 for the dual purpose of serving as a holding company for Pointe Federal
Savings Bank, a federally chartered thrift (the "Thrift"), and to facilitate the
acquisition of the Bank, then known as Flamingo Bank, in mid-1994. Both the Bank
and the Thrift were established in the mid-1980's. The Thrift, headquartered in
Boca Raton, had been a mortgage banking thrift highly focused on residential
mortgage lending. The Bank had focused on small business commercial lending,
with emphasis on originating Small Business Administration ("SBA") guaranteed
loans. The Company streamlined its operations through the merger in April 1997
of the Thrift into the Bank. After the acquisition of the Bank in mid-1994, the
Company had been both a bank holding company (subject to regulation by the Board
of Governors of the Federal Reserve System (the "Federal Reserve Board") and a
thrift holding company (subject to regulation by the Office of Thrift
Supervision (the "OTS"). This was a very complex regulatory environment for the
Company. As a result of the merger of the Thrift into the Bank, the Company is
no longer subject to regulation by the OTS, thus the merger allowed the Company
to alleviate some of its regulatory burdens without negatively impacting its
ability to service its customers. On June 12, 1998 the Company completed its
initial public offering issuing 869,565 shares of its common stock. The proceeds
totaled $12.076 million of which $6.000 million was invested in its bank
subsidiary, Pointe Bank, the remainder was retained by the Company for general
corporate purposes.
The Company's principal business, conducted through the Bank, is making
commercial, consumer and real estate loans. Attracting deposits from the general
public, along with utilizing Federal Home Loan Bank advances and other
borrowings are the primary sources of funds used to make these loans, and to a
lesser extent, purchase security investments. The Bank conducts business through
its five full service facilities located in Palm Beach, Broward and Miami-Dade
counties. At December 31, 1999, the Bank had total assets of $213.480 million
and stockholders' equity of $21.188 million. The Company derives revenues
principally from interest income earned on loans and securities, fee income
associated with loans serviced and originated, service charges on depository
accounts, and the sale of assets designated as available for sale.
Forward-Looking Statements
When used in this Form 10-K or future filings by the Company with the Securities
and Exchange Commission, in the Company's press releases or other public or
shareholder communications, or in oral statements made with the approval of an
authorized executive officer, the word or phrases "will likely result",
"expect", "will continue", "anticipate", "estimate", "project", "believe" and
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and to advise
readers that various factors, including general economic factors and conditions,
changes in levels of market interest rates, credit risks of lending activities,
competitive and regulatory factors, and expansion strategies could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from those anticipated or projected. The
Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Market Area and Competition
The Bank is a community-oriented financial institution offering a variety of
financial services to meet the needs of the communities it serves. The Bank's
deposit gathering and lending markets are primarily concentrated in the
communities surrounding its full service offices located in Miami-Dade, Broward
and Palm Beach counties in south Florida. The Company competes with other
commercial and savings banks, savings and loan associations, credit unions,
finance companies, mutual funds, brokerage and investment banking firms,
asset-based nonbank lenders and certain other nonfinancial institutions,
including certain governmental organizations which may offer subsidized
financing at lower rates than those offered by the Bank. Recently, the Bank has
also experienced competition from out-of-state organizations, which offer
premium deposit rates to offset their lack of physical locations in the market
area. Many non-bank competitors also actively seek a share of deposit business
and some brokerage houses compete directly for small business loans. In
addition, many financial institutions formerly independent and operating in
South Florida have recently been acquired by larger institutions headquartered
out of state. The consolidation of the financial services industry has created
opportunities and challenges for Pointe. Mergers among institutions
3
<PAGE>
have disrupted many customer relationships and created opportunities for the
Bank to acquire new customers. The Bank's objective is to compete for deposits
and loans by offering the customers a higher level of personal service, together
with a wide range of products offered at competitive rates. Management continues
to evaluate market needs and products to meet those needs, which would also
allow Pointe to control the growth of its assets and liabilities.
Market Risk
Market risk is the uncertainty of loss from adverse changes in market prices and
rates. The Company's market risk arises primarily from interest-rate risk
inherent in its lending and deposit taking activities. To that end, management
actively monitors and manages its interest-rate risk exposure. The measurement
of market risk associated with financial instruments is meaningful only when all
related and offsetting on- and off-balance-sheet transactions are aggregated,
and the resulting net positions are identified. Disclosures about the fair value
of financial instruments, which reflect changes in market prices and rates, can
be found in Note 9 of Notes to Consolidated Financial Statements.
The Company's primary objective in managing interest-rate risk is to minimize
the adverse impact of changes in interest rates on the Bank's net interest
income and capital, while adjusting the Company's asset-liability structure to
obtain the maximum yield-cost spread on that structure. The Company relies
primarily on its asset-liability structure to control interest-rate risk.
However, a sudden and substantial increase or decrease in interest rates may
impact the Company's earnings, to the extent that the interest rates borne by
assets and liabilities do not change at the same speed, to the same extent, or
on the same basis. The Company does not engage in trading activities.
Employees
As of December 31, 1999, the Company employed 71 employees of which 67 were
full-time and 4 were part-time, including four executive officers. The Company's
employees are not represented by a collective bargaining group, and the Company
considers its relations with its employees to be excellent. The Company provides
employees with benefits customary in the banking industry, which include major
medical insurance, group term life insurance, dental insurance, long term
disability insurance, a 401(k) plan, and vacation and sick leave.
Year 2000 Compliance
The Company's operating and financial systems have been found to be compliant
with the year 2000 issue. The "Y2K problem" has not adversely affected the
Company's operations nor does management expect that it will. However, the
Company has not determined what effect it has had on its customers and vendors,
if any. The most significant vendor to the Bank, which provides the software
support for the in-house system, Information Technology, Inc., has proven
compliant.
4
<PAGE>
ITEM 2. PROPERTIES
The Bank conducts its business through its main office and four branch offices.
The following table sets forth certain information regarding the Bank's office
properties:
<TABLE>
<CAPTION>
Book Value
Of Leasehold
Improvements
Date Book and Furniture
Acquired/ Lease Expiration Value of Land Fixtures and
Leased and And building at Equipment at Square
Location December 31, 1999 Renewal Terms December 31, 1999 December 31, 1999 Footage
- -------- ----------------- ------------- ----------------- ----------------- -------
<S> <C> <C> <C> <C> <C>
Main Office (1) (Dollars in thousands)
21845 Powerline Road 08/31/2002
Boca Raton, Florida 33433 1992 1 - 5 year period $ -- $ 709 18,929
Pembroke Pines (1)
One S.W. 129th Avenue 02/28/2006
Pembroke Pines, Florida 33027 1994 -- -- 127 5,719
Aventura (1)
2690 N.E. 203rd Street 02/28/2000
Aventura, Florida 33180 1995 1 - 5 year period -- 34 3,050
Boca Raton
19645 State Road 7
Boca Raton, Florida 33498 1998 -- 553 118 3,200
Ocean Ridge (1) 1999 05/31/2004 103 2,500
5112 N. Ocean Boulevard 1 - 5 year period
Ocean Ridge, Florida 33435
Future branch location:
SR7 and Wiles Road 1999 581
(NW corner)
</TABLE>
(1) Leased branch office
During 1999, the Company purchased vacant land for a branch site in Coral
Springs, Florida. Construction is expected to begin during the first quarter of
2000.
The Bank owns and operates personal computers, teller terminals and associated
equipment. At December 31, 1999, such equipment had a net book value of
$330,000, included in the above numbers.
ITEM 3. LEGAL PROCEEDINGS
The Company and the Bank are parties to various legal proceedings in the
ordinary course of business. Management does not believe that there is any
pending or threatened proceeding against the Company and the Bank which, if
determined adversely, would have a material adverse effect on the business,
results of operations, or financial position of the Company or the Bank.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the stockholders during the fourth
quarter of the fiscal year ended December 31, 1999, through the solicitation of
proxies or otherwise.
5
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Price and Dividends
(a) The common stock of the Company, par value $.01 per share, has been traded
on the Nasdaq National Market System under the symbol "PNTE" since June 12,
1998. Prior to June 12, 1998 there was no established public trading market for
the Company's common stock. The following table sets forth the high and low bids
for the common stock for the periods indicated as reported by Nasdaq.
Year Ended
--------------------------
December 31 1999 December 31, 1998
-------------------------------------
High Low High Low
---- --- ---- ---
Quarter ended March 31 $12.250 9.750 $ N/A N/A
Quarter ended June 30 11.250 9.375 15.875 14.625
Quarter ended September 30 11.250 10.313 15.375 11.375
Quarter ended December 31 10.563 7.250 11.000 7.625
Currently the Company has seven market makers in its common stock:
Keefe, Bruyette & Woods, Inc. Instinet Corporation
Advest, Inc. B-Trade Services LLC
Spear, Leeds & Kellogg Archipelago, LLC
McConnell Budd & Downes
As of December 31, 1999 there were 2,013,018 common shares issued and
outstanding held by approximately 152 shareholders of record and 258
non-objecting beneficial shareholders, not including persons or entities where
stock is held in nominee or "street" name through various brokerage firms or
banks.
The following table sets forth cash dividends paid during 1999. There were no
dividends paid on the Company's common stock in 1998.
Quarter Ended Dividend
------------- --------
March 31 $ -
June 30 $ .05
September 30 $ .05
December 31 $ .05
Future payments of dividends are subject to determination and declaration by the
Board of Directors. See Note 18 to the Audited Consolidated Financial Statements
for discussion of restrictions on dividend payments.
6
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
(Dollars in thousands, except per share figures)
<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 6,909 3,471 2,575 6,663 10,212
Securities 48,389 52,989 32,079 42,790 48,542
Loans 150,852 128,005 105,653 90,973 104,677
Loans held for sale 2,696 617 4,443 4,396 18,561
All other assets 4,810 4,193 3,090 6,436 11,415
-------- -------- -------- -------- --------
Total assets $213,656 189,275 147,840 151,258 193,407
======== ======== ======== ======== ========
Deposits 146,176 141,212 124,995 112,498 142,673
Other borrowings 40,454 18,446 6,191 23,746 33,215
All other liabilities 2,443 2,582 2,809 2,593 5,005
Stockholders' equity 24,583 27,035 13,845 12,421 12,514
-------- -------- -------- -------- --------
Total liabilities and stockholders' equity $213,656 189,275 147,840 151,258 193,407
======== ======== ======== ======== ========
Year Ended December 31,
--------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total interest income $ 15,044 13,113 11,932 12,186 14,690
Total interest expense 6,904 6,498 6,329 7,616 9,919
-------- -------- -------- -------- --------
Net interest income 8,140 6,615 5,603 4,570 4,771
Provision for loan losses 610 950 80 185 336
-------- -------- -------- -------- --------
Net interest income after provision
for loan losses 7,530 5,665 5,523 4,385 4,435
Noninterest income 1,131 1,650 1,412 2,434 1,922
Noninterest expense 6,720 5,631 5,471 6,847 7,360
SAIF recapitalization assessment (1) -- -- -- 926 --
-------- -------- -------- -------- --------
Earnings (loss) before income taxes 1,941 1,684 1,464 (954) (1,003)
Income taxes (benefit) 718 631 550 (355) (376)
-------- -------- -------- -------- --------
Net earnings (loss) $ 1,223 1,053 914 (599) (627)
======== ======== ======== ======== ========
Earnings (loss) per share (2):
Basic $ .56 .56 .68 (.52) (.51)
======== ======== ======== ======== ========
Diluted $ .56 .55 .62 (.52) (.51)
======== ======== ======== ======== ========
Without SAIF Assessment (1)
Net earnings (loss) $ 1,223 1,053 914 (18) (627)
======== ======== ======== ======== ========
Earnings (loss) per common share - basic (2) $ .56 .56 .68 (.01) (.51)
======== ======== ======== ======== ========
Earnings (loss) per common share - diluted (2) $ .56 .55 .62 (.01) (.51)
======== ======== ======== ======== ========
</TABLE>
7
<PAGE>
SELECTED FINANCIAL DATA, continued
(Dollars in thousands, except per share figures)
<TABLE>
<CAPTION>
At or For the
Year Ended December 31,
-----------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
For the Period:
Return on average assets........................ .60% .61% .60% (.38%) (.31%)
Return on average equity........................ 4.67% 5.02% 7.04% (5.20%) (5.01%)
Average equity to average assets................ 12.95% 12.19% 8.59% 7.26% 6.23%
Interest rate spread during the
period (3).................................. 3.30% 3.10% 3.30% 2.83% 2.25%
Net interest margin............................. 4.22% 4.05% 3.93% 3.19% 2.53%
Noninterest income to average assets............ .56% .96% .93% 1.53% .96%
Noninterest expense to average assets........... 3.32% 3.27% 3.62% 4.90% 3.66%
Efficiency ratio................................ 72.78% 70.68% 78.31% 112.42% 109.98%
At the End of the Period:
Ratio of average interest-earning assets to
average interest-bearing liabilities 1.26 1.24 1.14 1.07 1.05
Nonperforming loans, and foreclosed real
estate as a percentage of total assets...... .83% 1.60% 1.76% 1.15% 1.15%
Allowance for loan losses as a percentage
of total loans.............................. .87% .83% .80% .85% .79%
Allowance for loan losses as a percentage
of nonperforming loans 87.45% 40.19% 33.97% 52.97% 37.74%
Total number of offices 5 3 3 3 3
Full-service banking offices.................... 5 3 3 3 3
Total shares outstanding at
end of period (2) 2,013,018 2,266,972 1,247,592 1,219,092 1,219,092
Book value per share (2)........................ $ 12.21 11.93 10.23 9.54 10.27
</TABLE>
- -----------------
(1) The Bank was subject to a one-time special assessment that was paid by all
financial institutions insured by the SAIF in 1996. The Bank's pre-tax
assessment was $926,000 ($581,000 after taxes).
(2) All per share information is presented to reflect a three-for-two stock
split effective February 1998. The per share information also reflects the
consummation of an initial public offering issuing 869,565 shares of common
stock on June 12, 1998.
(3) Difference between weighted-average yield on all interest-earning assets
and weighted-average rate on all interest-bearing liabilities.
8
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
Pointe Financial Corporation (the "Company") owns 100% of the outstanding stock
of Pointe Bank (the "Bank"). The Bank is a State (Florida) chartered commercial
bank. The Bank, through five banking offices, provides a wide range of banking
services to individuals and businesses located primarily in South Florida. The
Company's only business activities are the operations of the Bank and Pointe
Financial Services, an inactive subsidiary.
On June 12, 1998, the Company consummated an initial public offering (the
"Offering") of 869,565 shares of common stock, par value $.01 per share. The
shares were sold at an offering price of $15.375 per share. Keefe, Bruyette &
Woods, Inc. and McGinn, Smith & Co. acted as the representatives of the
underwriters of the Offering. The net proceeds of the Offering totaled $12.076
million of which $6.000 million was invested in its bank subsidiary, Pointe
Bank. The remaining proceeds retained by the Company will continue to fund
branch expansion and support growth in the loan and security portfolio.
At December 31, 1999, the Company had total consolidated assets of $213.656
million, an increase of $24.381 million or 12.9% over total assets of $189.275
million at December 31, 1998. The preponderance of asset growth is reflected in
the loans receivable ending December 31, 1999 at $153.548 million, an increase
of $24.926 million or 19.4% over December 31, 1998, $128.622 million. The
Company's portfolio of securities decreased $5.118 million or 10.0% to $46.157
million as of December 31, 1999 from $51.275 million as of December 31, 1998.
The Bank's deposits increased to $146.176 million as of December 31, 1999 from
$141.212 million as of December 31, 1998, a 3.5% increase. The Company had
consolidated net earnings of $1.223 million or earnings per basic and diluted
share of $.56 for the year ended December 31, 1999 compared to a consolidated
net earnings of $1.053 million or $.56 basic earnings per share ($.55 diluted
earnings per share for 1998).
Regulation and Legislation
As a state-chartered commercial bank, the Bank is subject to extensive
regulation by the Florida Department of Banking and Finance ("Florida DBF"), the
Federal Reserve Board and the Federal Deposit Insurance Corporation ("FDIC").
The Bank files reports with the Florida DBF and the FDIC concerning its
activities and financial condition, in addition to obtaining regulatory
approvals prior to entering into certain transactions such as mergers with or
acquisitions of other financial institutions. Periodic examinations and
inspections are performed by the Florida DBF and the Federal Reserve Board to
monitor the Bank's compliance with the various regulatory requirements.
9
<PAGE>
Credit Risk
The Bank's primary business is making commercial, business, consumer and real
estate loans. That activity entails potential loan losses, the magnitude of
which depend on a variety of economic factors affecting borrowers which are
beyond the control of the Bank. While management has instituted underwriting
guidelines and credit review procedures to protect the Bank from avoidable
credit losses, some losses will inevitably occur.
The following table sets forth certain information regarding nonaccrual loans
and foreclosed real estate, including the ratio of such loans and foreclosed
real estate to total assets as of the dates indicated, and certain other related
information.
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Nonaccrual loans:
Residential real estate $ 294 1,376 1,918 1,282 1,573
Commercial real estate -- -- -- -- 302
Commercial 1,228 1,306 577 182 351
Consumer and other -- -- 1 3 --
------ ------ ------ ------ ------
Total nonaccrual loans $1,522 2,682 2,496 1,467 2,226
------ ------ ------ ------ ------
Total nonperforming loans $1,522 2,682 2,496 1,467 2,226
------ ------ ------ ------ ------
Total nonperforming loans to total loans 1.00% 2.08% 2.34% 1.60% 2.09%
====== ====== ====== ====== ======
Foreclosed real estate-
Real estate acquired by foreclosure or deed
in lieu of foreclosure 257 353 105 270 --
------ ------ ------ ------ ------
Total nonperforming loans and foreclosed
real estate $1,779 3,035 2,601 1,737 2,226
====== ====== ====== ====== ======
Total nonperforming and foreclosed real estate
to total assets .83% 1.60% 1.76% 1.15% 1.15%
====== ====== ====== ====== ======
Interest income that would have been recorded under the original terms of nonaccrual loans and the interest income
actually recognized are summarized below:
Year Ended December 31,
----------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(In thousands)
Interest income that would have been recognized.... $ 169 302 343 200 203
Interest income recognized......................... 42 146 123 3 103
----- --- --- ---- ---
Interest income forgone............................ $ 127 156 220 197 100
====== ====== ====== ====== ======
</TABLE>
10
<PAGE>
The following table sets forth information with respect to activity in the
Bank's allowance for loan losses during the periods indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Average loans outstanding .................... $ 143,882 116,499 102,315 96,307 129,431
========= ========= ========= ========= =========
Allowance at beginning of year ............... 1,078 848 777 840 528
--------- --------- --------- --------- ---------
Charge-offs:
Residential real estate ................. -- -- -- (2) (27)
Commercial .............................. (335) (682) (48) (238) --
Consumer and other ...................... (26) (40) (10) (8) (2)
--------- --------- --------- --------- ---------
Total loans charged-off ............. (361) (722) (58) (248) (29)
--------- --------- --------- --------- ---------
Recoveries ................................... 4 2 49 -- 5
--------- --------- --------- --------- ---------
Net charge-offs .............................. (357) (720) (9) (248) (24)
--------- --------- --------- --------- ---------
Provision for loan losses charged
to operating expenses ................... 610 950 80 185 336
--------- --------- --------- --------- ---------
Allowance at end of year ..................... $ 1,331 1,078 848 777 840
========= ========= ========= ========= =========
Net charge-offs to
average loans outstanding ............... .25% .62 .01 .25 .02
========= ========= ========= ========= =========
Allowance as a percent of total
loans ................................... .87% .83 .80 .85 .79
========= ========= ========= ========= =========
Allowance as a percentage of
nonperforming loans ..................... 87.45% 40.19 33.97 52.97 37.74
========= ========= ========= ========= =========
Total loans at end of year ................... $ 152,349 129,156 106,659 91,925 106,315
========= ========= ========= ========= =========
</TABLE>
In the Company's $1.522 million of non-performing loans $537,000 are partially
guaranteed by the United States Small Business Administration. The guaranteed
portion of such loans totals $437,000. In the first quarter of 1999, the Company
entered into an agreement whereby a mortgage and note supporting a $1.2 million
credit was assigned without recourse, reducing the non-performing loans to total
loans ratio. The provision for loan losses for the year ended December 31, 1999,
was $610,000 as compared to $950,000 for the year ended December 31, 1998. The
Company continues to make significant provisions for loan losses. The loan
portfolio's credit quality during 1999 did not necessitate the significant
provision for loan losses as was experienced in 1998. During 1998, the $950,000
provision for loan losses related to two commercial loans, one charged off and
the other written down 50% through the loan loss reserve. The Company has
historically had strong asset quality as evidenced by the low percentage of net
charge-offs to average loans outstanding over the last five years of .23%.
Management believes that the allowance for loan losses of $1.331 million is
adequate at December 31, 1999.
11
<PAGE>
The following table presents information regarding the Bank's total allowance
for loan losses as well as the allocation of such amounts to the various
categories of loans:
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- ----------------- ---------------- ------------------ -----------------
% of % of % of % of % of
Amount Loans to Amount Loans to Amount Loans to Amount Loans to Amount Loans to
of Total of Total of Total of Total of Total
Allowance Loans Allowance Loans Allowance Loans Allowance Loans Allowance Loans
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial loans .......... $ 791 22.35% $ 641 16.64% $ 158 18.59% $ 135 18.18% $ 122 14.48%
Commercial real
estate loans ............ 295 16.84 213 16.19 140 16.53 88 11.85 20 2.42
Residential real
estate loans ............ 100 53.05 109 59.56 492 57.97 525 66.05 687 81.81
Consumer and other
loans ................... 145 7.76 115 7.61 58 6.91 29 3.92 11 1.29
----- ------ ------ ------ ----- ------ ----- ------ ------ ------
Total allowance
for loan
losses ............ $1,331 100.00% $1,078 100.00% $ 848 100.00% $ 777 100.00% $ 840 100.00%
====== ====== ====== ====== ===== ====== ===== ====== ====== ======
</TABLE>
Management evaluates currently available information in order to establish the
allocation of the allowance for loan losses. Future adjustments to the allowance
may be necessary if conditions change in the portfolio. Among these changes are
risk characteristics of the loan portfolio, the quality of specific loans, the
level of nonaccruing loans, current economic conditions, trends in delinquencies
or charge-offs and the value of underlying collateral, all of which are subject
to change. Management believes that the allowance for loan losses of $1.331
million is adequate at December 31, 1999.
12
<PAGE>
Results of Operations
The operating results of the Company depend primarily on its net interest
income, which is the difference between interest income on interest-earning
assets and interest expense on interest-bearing liabilities, consisting
primarily of deposits. Net interest income is determined by the difference
between yields earned on interest-earning assets and rates paid on
interest-bearing liabilities ("interest-rate spread") and the relative amounts
of interest-earning assets and interest-bearing liabilities. The Company's
interest-rate spread is affected by regulatory, economic and competitive factors
that influence interest rates, loan demand and deposit flows. In addition, the
Company's net earnings are also affected by the level of nonperforming loans and
foreclosed real estate, as well as the level of its noninterest income, and its
noninterest expenses, such as salaries and employee benefits, occupancy and
equipment costs and losses on foreclosed real estate and income taxes.
The following table sets forth for the periods indicated, information regarding
(i) the total dollar amount of interest and dividend income of the Company from
interest-earning assets and the resultant average yields; (ii) the total dollar
amount of interest expense on interest-bearing liabilities and the resultant
average cost; (iii) net interest/dividend income; (iv) interest-rate spread; (v)
interest margin; and (vi) ratio of average interest-earning assets to average
interest-bearing liabilities.
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------
1999 1998
----------------------------------------------------------------------
Interest Average Interest Average
Average and Yield/ Average and Yield/
Balance Dividends Rate Balance Dividends Rate
------- --------- ---- ------- --------- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans ....................... $143,882 12,361 8.59% $116,499 10,459 8.98%
Securities .................. 46,943 2,581 5.50 45,634 2,581 5.66
Other interest-earning
assets (1) ................ 1,981 102 5.15 1,313 73 5.56
-------- -------- --------- -------- --------- --------
Total interest-earning
assets ............... 192,806 15,044 7.80 163,446 13,113 8.02
-------- -------- --------- -------- --------- --------
Noninterest-earning
assets (2) ............ 9,471 8,642 8,609
-------- -------- --------
Total assets ............ $202,277 $172,088 $151,209
======== ======== ========
Interest-bearing liabilities:
Savings and NOW deposits .... $ 12,826 191 1.49 11,147 170 1.53
Money-market deposits ....... 40,103 1,510 3.77 39,822 1,748 4.39
Time deposits ............... 69,447 3,630 5.23 67,135 3,841 5.72
Borrowings .................. 31,086 1,573 5.06 14,055 739 5.26
-------- -------- -------- ---------
Total interest-bearing
liabilities ...... 153,462 6,904 4.50 132,159 6,498 4.92
---------
Demand deposits ................ 19,619 15,730
Noninterest-bearing liabilities 3,003 3,216
Stockholders' equity ........... 26,193 20,983
-------- ---------
Total liabilities and
stockholders'
equity ........... $202,277 $172,088
======== =========
Net interest income ............ $ 8,140 $ 6,615
======== =======
Interest-rate spread (3) ....... 3.30% 3.10%
===== =====
Net interest margin (4) ........ 4.22% 4.05%
===== =====
Ratio of average interest-
earning assets to
average interest-
bearing liabilities ......... 1.26 1.24
===== ======
- ----------------------------------------------------------------------------------------------------------
</TABLE>
[RESTUBBED TABLE]
Year Ended December 31,
---------------------------------
1997
---------------------------------
Interest Average
Average and Yield/
Balance Dividends Rate
------- --------- ----
Interest-earning assets:
Loans ....................... $102,315 9,427 9.21%
Securities .................. 38,200 2,402 6.29
Other interest-earning
assets (1) ................ 2,085 103 4.94
-------- --------- -----
Total interest-earning
assets ............... $142,600 11,932 8.37
-------- --------- -----
Noninterest-earning
assets (2) ............
Total assets ............
Interest-bearing liabilities:
Savings and NOW deposits .... $ 10,278 203 1.98
Money-market deposits ....... 37,457 1,731 4.62
Time deposits ............... 60,273 3,434 5.70
Borrowings .................. 16,879 961 5.69
-------- ---------
Total interest-bearing
liabilities ...... 124,887 6,329 5.07
---------
Demand deposits ................ 11,369
Noninterest-bearing liabilities 1,971
Stockholders' equity ........... 12,982
---------
Total liabilities and
stockholders'
equity ........... $151,209
=========
Net interest income ............ $ 5,603
=========
Interest-rate spread (3) ....... 3.30%
======
Net interest margin (4) ........ 3.93%
======
Ratio of average interest-
earning assets to
average interest-
bearing liabilities ......... 1.14
======
- --------------------------------------------------------------------------------
(1) Includes interest-bearing deposits, federal funds sold and securities
purchased under agreements to resell.
(2) Includes nonaccrual loans.
(3) Interest rate spread represents the difference between the weighted-average
yield on interest-earning assets and the weighted-average cost of
interest-bearing liabilities.
(4) Net interest margin is net interest income divided by average
interest-earning assets.
13
<PAGE>
Rate/Volume Analysis
The following table sets forth certain information regarding changes in interest
income and interest expense of the Company for the periods indicated. For each
category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (1) changes in rate (change
in rate multiplied by prior volume), (2) changes in volume (change in volume
multiplied by prior rate) and (3) changes in rate-volume (change in rate
multiplied by change in volume).
<TABLE>
<CAPTION>
Year Ended December 31,
1999 vs. 1998
---------------------------------------
Increase (Decrease) Due to
---------------------------------------
Rate/
Rate Volume Volume Total
(In thousands)
<S> <C> <C> <C> <C>
Interest earning assets:
Loans ................................................................... $ (454) 2,459 (103) 1,902
Securities............................................................... (73) 74 (1) 0
Other interest-earning assets............................................ (5) 37 (3) 29
------- ------- ------- ------
Total.................................................................. (532) 2,570 (107) 1,931
------ ----- ------ -----
Interest-bearing liabilities:
Deposits:
Savings and NOW deposits............................................... (4) 26 (1) 21
Money-market deposits.................................................. (247) 12 (3) (238)
Time deposits.......................................................... (329) 132 (14) (211)
Other borrowings......................................................... (28) 896 (34) 834
------ ------ ------ ------
Total.................................................................. (608) 1,066 (52) 406
------ ----- ------ ------
Net change in net interest income............................................ $ 76 1,504 (55) 1,525
====== ===== ====== ======
Year Ended December 31,
1998 vs. 1997
---------------------------------------
Increase (Decrease) Due to
---------------------------------------
Rate/
Rate Volume Volume Total
(In thousands)
Interest earning assets:
Loans.................................................................... $ (235) 1,306 (39) 1,032
Securities............................................................... (241) 467 (47) 179
Other interest-earning assets............................................ 13 (38) (5) (30)
------ ---- ------ -----
Total.................................................................. (463) 1,735 (91) 1,181
--- ----- ----- ------
Interest-bearing liabilities:
Deposits:
Savings and NOW deposits............................................... (46) 17 (4) (33)
Money-market deposits.................................................. (87) 109 (5) 17
Time deposits.......................................................... 12 391 4 407
Other borrowings......................................................... (73) (161) 12 (222)
---- ----- --- ------
Total.................................................................. (194) 356 7 169
----- ----- --- -----
Net change in net interest income............................................ $ (269) 1,379 (98) 1,012
===== ===== ==== =====
</TABLE>
14
<PAGE>
Liquidity and Capital Resources
A Florida chartered commercial bank is required to maintain a liquidity reserve
of at least 15% of its total transaction accounts and 8% of its total
nontransaction accounts. The liquidity reserve may consist of cash on hand, cash
on demand with other correspondent banks and other investments and short-term
marketable securities as determined by the rules of the Florida DBF, such as
federal funds sold and United States securities or securities guaranteed by the
United States or agencies thereof. As of December 31, 1999 and December 31,
1998, the Bank had liquidity of approximately $33.551 million and $40.332
million, or approximately 24.72% and 29.31% of total deposits combined with
borrowings, respectively.
During the year ended December 31, 1999, the Company's primary sources of funds
consisted of principal payments on loans and securities, from sales and
maturities of securities, net increases in deposits, increase in Federal Home
Loan Bank advances and net cash flows from operating activities. The Company
used its capital resources principally to purchase securities and fund existing
and continuing loan commitments. At December 31, 1999, the Company had
commitments to originate loans totaling $11.522 million. Scheduled maturities of
certificates of deposit during the 12 months following December 31, 1999 totaled
$49.400 million. Management believes the Company has adequate resources to fund
all of its commitments, that substantially all of its existing commitments will
be funded within the next twelve months and, if so desired, that it can adjust
the rates on certificates of deposit to attract deposits in a changing
interest-rate environment.
The following table sets forth, by maturity distribution, certain information
pertaining to the securities portfolio (dollars in thousands):
<TABLE>
<CAPTION>
After One Year
One Year or Less to Five Year After Five Years Total
---------------- ------------ ---------------- -----
Carrying Average Carrying Average Carrying Average Carrying Average
Value Yield Value Yield Value Yield Value Yield
----- ----- ----- ----- ----- ----- ----- -----
At December 31, 1999:
U.S. Government agency
<S> <C> <C> <C> <C> <C> <C> <C>
securities.......................... $ - - % $14,947 5.95% $ - - % $14,947 5.95%
U.S. Treasury securities.............. 5,000 5.92 8,851 5.52 - - 13,851 5.66
Mortgage-backed securities............ 252 6.82 2,345 6.70 10,712 6.18 13,309 6.28
Mutual funds.......................... 3,875 5.28 - - - - 3,875 5.28
Other................................. 25 7.75 50 7.69 100 6.50 175 7.02
-------- ---- ------- ---- ------ ---- ------- ----
Total................................. $ 9,152 5.68% $26,193 5.87% $10,812 6.19% $46,157 5.90%
===== ==== ====== ==== ====== ==== ====== ====
At December 31, 1998:
U.S. Government agency
securities.......................... $ 2,008 5.53% $ 7,707 5.84% $2,983 5.65% $12,698 5.74%
U.S. Treasury securities.............. 11,088 5.27 13,328 4.49 - - 24,416 4.84
Mortgage-backed securities............ - - 3,577 6.11 6,417 4.31 9,994 4.93
Mutual funds.......................... 3,992 5.43 - - - - 3,992 5.43
Other................................. - - 75 8.00 100 6.50 175 7.14
--------- ------ ------- ---- ------- ---- ------- ----
Total............................... $ 17,088 5.34% $24,687 5.15% $ 9,500 4.74% $51,275 5.14%
====== ==== ====== ==== ===== ==== ====== ====
</TABLE>
Regulatory Capital Requirements
Federal and state banking regulations place certain restrictions on dividends
paid and loans or advances made by the Bank to the Holding Company.
The Company (on a consolidated basis) and the Bank are subject to various
regulatory capital requirements administered by the federal and state banking
agencies. Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on the Company's and the Bank's
financial statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective
15
<PAGE>
action, the Company and the Bank must meet specific capital guidelines that
involve quantitative measures of their assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
capital amounts and classification are also subject to qualitative judgements by
the regulators about components, risk weightings, and other factors. Prompt
corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and percentages
(set forth in the following table) of total and Tier 1 capital (as defined in
the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as
defined) to average assets (as defined). Management believes, as of December 31,
1999 and 1998, that the Company and the Bank met all capital adequacy
requirements to which they are subject.
Under FDIC regulations, the Bank is required to meet certain minimum regulatory
capital requirements. This is not a valuation allowance and has not been created
by charges against earnings. It represents a restriction on stockholders'
equity.
As of December 31, 1999, the most recent notification from the regulatory
authorities categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well capitalized,
an institution must maintain minimum total risk-based, Tier I risk-based, and
Tier I leverage percentages as set forth in the following tables. There are no
conditions or events since that notification that management believes have
changed the Bank's category. The Company and the Bank's actual capital amounts
and percents as of December 31, 1999 and 1998 are also presented in the table
(dollars in thousands).
<TABLE>
<CAPTION>
Minimum
To Be Well
Capitalized Under
Minimum Capital Prompt Corrective
Actual Requirement Action Provisions:
Amount % Amount % Amount %
------ --- ------ --- ------ ---
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1999:
Total capital to Risk-
Weighted assets:
Consolidated.......... $ 26,871 19.42% $ 11,069 8.00% N/A N/A
Bank.................. 23,476 16.68 11,259 8.00 $ 14,074 10.00%
Tier I Capital to Risk-
Weighted Assets:
Consolidated.......... 25,540 18.46 5,534 4.00 N/A N/A
Bank.................. 22,145 15.74 5,627 4.00 8,441 6.00
Tier I Capital
to Average Assets
Consolidated.......... 25,540 12.03 8,492 4.00 N/A N/A
Bank.................. 22,145 10.37 8,542 4.00 10,677 5.00
As of December 31, 1998:
Total capital to Risk-
Weighted assets:
Consolidated.......... 28,417 26.93 8,442 8.00 N/A N/A
Bank.................. 21,916 20.70 8,468 8.00 10,585 10.00
Tier I Capital to Risk-
Weighted Assets:
Consolidated.......... 27,339 25.91 4,221 4.00 N/A N/A
Bank.................. 20,838 19.69 4,234 4.00 6,351 6.00
Tier I Capital
to Average Assets
Consolidated.......... 27,339 14.61 7,485 4.00 N/A N/A
Bank.................. 20,838 11.12 7,494 4.00 9,368 5.00
</TABLE>
16
<PAGE>
Asset - Liability Structure
As part of its asset and liability management, the Company has emphasized
establishing and implementing internal asset-liability decision processes, as
well as communications and control procedures to aid in managing the Company's
earnings. Management believes that these processes and procedures provide the
Company with better capital planning, asset mix and volume controls,
loan-pricing guidelines, and deposit interest-rate guidelines which should
result in tighter controls and less exposure to interest-rate risk.
The matching of assets and liabilities may be analyzed by examining the extent
to which such assets and liabilities are "interest-rate sensitive" and by
monitoring an institution's interest-rate sensitivity "gap." An asset or
liability is said to be interest-rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest-rate sensitivity
gap is defined as the difference between interest-earning assets and
interest-bearing liabilities maturing or repricing within a given time period.
The gap ratio is computed as dividing rate-sensitive assets by rate-sensitive
liabilities. A gap ratio of 1.0% represents perfect matching. A gap is
considered positive when the amount of interest-rate sensitive assets exceeds
interest-rate sensitive liabilities. A gap is considered negative when the
amount of interest-rate sensitive liabilities exceeds interest-rate sensitive
assets. During a period of rising interest rates, a negative gap would adversely
affect net interest income, while a positive gap would result in an increase in
net interest income. During a period of falling interest rates, a negative gap
would result in an increase in net interest income, while a positive gap would
adversely affect net interest income.
In order to minimize the potential for adverse effects of material and prolonged
increases in interest rates on the results of operations, the Company's
management continues to monitor asset and liability management policies to
better match the maturities and repricing terms of its interest-earning assets
and interest-bearing liabilities. Such policies have consisted primarily of: (i)
emphasizing the origination of adjustable-rate loans; (ii) maintaining a stable
core deposit base; and (iii) maintaining a significant portion of liquid assets
(cash and short-term investments).
17
<PAGE>
The following table sets forth certain information relating to the Company's
interest-earning assets and interest-bearing liabilities at December 31, 1999
that are estimated to mature or are scheduled to reprice within the period
shown.
<TABLE>
<CAPTION>
More
Than More
Three Than Six More
Months Months Than One
Three to Six to One Year to More Than
Months Months Year Five Years Five Years Total
------ ------ ---- ---------- ---------- -----
($ in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loans (1),(2)............................ $ 48,413 6,562 18,200 36,981 44,889 155,045
Securities (3)........................... 12,133 3,165 1,162 26,885 5,044 48,389
Interest bearing deposits................ 87 - - - - 87
-------- --------- ---------- ---------- ---------- ----------
Total rate-sensitive assets......... 60,633 9,727 19,362 63,866 49,933 203,521
------ ------ ------ ------ ------ --------
Deposit accounts (4):
Savings and NOW........................ 13,640 - - - - 13,640
Money market........................... 38,146 - - - - 38,146
Time deposits.......................... 13,071 7,272 29,057 23,620 - 73,020
------ ------ ------ ------ ---------- --------
Total deposit accounts................... 64,857 7,272 29,057 23,620 - 124,806
Borrowings (5)........................... 10,454 - - - 30,000 40,454
------- --------- -------- ---------- ------ --------
Total rate-sensitive
liabilities..................... 75,311 7,272 29,057 23,620 30,000 165,260
------- ------ ------- -------- ------- --------
Gap (repricing differences).............. $ (14,678) 2,455 (9,695) 40,246 19,933 38,261
======== ====== ======== ====== ======= ========
Cumulative GAP........................... $ (14,678) (12,223) (21,918) 18,328 38,261
======== ======== ======== ====== =======
Cumulative GAP/total assets.............. ( 6.87)% (5.72) ( 10.26) ( 8.58) 17.91
========= ======== ======== ======== =======
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In preparing the table above, adjustable-rate loans are included in the
period in which the interest rates are next scheduled to adjust rather than
in the period in which the loans mature. Fixed-rate loans are scheduled,
including repayment, according to their contractual maturities.
(2) Includes nonaccrual loans and loans held for sale.
(3) Securities are scheduled according to their respective repricing and
maturity dates, includes Federal Home Loan Bank (FHLB) stock and Federal
Reserve Bank stock.
(4) Savings, NOW and money-market accounts are regarded as ready accessible
withdrawable accounts. All other time accounts are scheduled according to
their respective maturity dates.
(5) Borrowings include FHLB convertible advances which have a call option. For
the purposes of the table above, the advances are categorized at their
contractual maturity dates.
18
<PAGE>
The following table reflects the contractual principal repayments of the
Company's loan portfolio at December 31, 1999:
<TABLE>
<CAPTION>
Commercial Residential
Commercial Real Estate Mortgage Consumer
Loans Loans Loans Loans Total
----- ----- ----- ----- -----
(In thousands)
<S> <C> <C> <C> <C> <C>
Due within one year....................... $ 19,039 13,012 4,796 7,274 44,121
Due after one through five years.......... 14,307 11,474 14,009 4,405 44,195
Due after five years...................... 708 1,169 62,009 147 64,033
--------- ------- ------ ------ ------
Total.............................. $ 34,054 25,655 80,814 11,826 152,349
======= ====== ====== ====== =======
</TABLE>
Of the $108.2 million in loans due after one year, 61.8% of such loans have
fixed rates of interest and 38.2% have adjustable rates.
The following table displays loan originations by type of loan and principal
reductions during the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C> <C>
Originations:
Commercial loans..................... $ 26,960 13,854 19,720 1,085 676
Commercial real estate loans......... 12,668 7,020 8,360 3,205 1,214
Residential real estate.............. 20,804 33,498 10,507 7,480 5,528
Consumer loans....................... 4,139 2,959 3,564 1,497 553
------- ------- -------- ------- --------
Total loans originated............... 64,571 57,331 42,151 13,267 7,971
Principal reductions................... (41,378) (34,834) (27,417) (27,657) (26,290)
-------- ------ ------ ------ ------
Increase (decrease) in gross
loans.............................. $ 23,193 22,497 14,734 (14,390) (18,319)
====== ====== ====== ======== ========
</TABLE>
The originations noted in the table above exclude originations of loans held for
sale of $2.496 million, $1.994 million, $9.005 million, $51.533 million, and
$55.650 million for periods ended December 31, 1999, 1998, 1997, 1996 and 1995,
respectively.
19
<PAGE>
The following table summarizes the loan portfolio of the Company by type of loan
as of December 31, 1999, 1998, 1997, 1996 and 1995. At December 31,
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---------------- --------------- --------------- -------------- ---------------
% of % of % of % of % of
Amount Total Amount Total Amount Total Amount Total Amount Total
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial............. $ 34,054 22.35% $ 21,487 16.64% $19,832 18.59% $ 16,711 18.18% $ 15,401 14.49%
Commercial
real estate.......... 25,655 16.84 20,904 16.19 17,628 16.53 10,894 11.85 2,572 2.42
Residential
real estate.......... 80,814 53.05 76,938 59.56 61,827 57.97 60,716 66.05 86,971 81.80
Consumer............... 11,826 7.76 9,827 7.61 7,372 6.91 3,604 3.92 1,371 1.29
--------- ------ ------- ------- ------- ------ ------- ------ ------- ------
Total loans........ 152,349 100.00% 129,156 100.00% 106,659 100.00% 91,925 100.00% 106,315 100.00%
====== ====== ====== ====== ======
Less:
Deferred loan
fees............... (166) (73) (158) (175) (71)
Undisbursed portion
of loans in
process............ -- -- -- -- (727)
Allowance for
loan losses........ (1,331) (1,078) (848) (777) (840)
-------- ------- -------- ------- --------
Loans, net......... $ 150,852 $ 128,005 $ 105,653 $ 90,973 $ 104,677
========= ========= ========= ======== =========
</TABLE>
The Bank originates, purchases and participates in loans for its own portfolio
and for sale in the secondary market. The Bank provides commercial business
loans, commercial and residential real estate loans, and consumer loans. Loans
secured by real estate generally include commercial and residential real estate,
loans to refinance or purchase existing properties and home equity loans. The
gradual change in the composition of the loan portfolio is evident by the growth
in the commercial and the commercial real estate categories.
Commercial business loans totaled $34.054 million or 22.35% of the Bank's loan
portfolio, as of December 31, 1999. Commercial business loan underwriting
practices assess the borrower's creditworthiness and ability to repay, including
an evaluation of the value of any collateral securing the proposed loan. While
commercial business loans generally are made for shorter terms and at higher
yields than one-to-four family residential loans, such loans generally involve a
higher level of risk than one-to-four family residential loans. To a lesser
extent, the bank originates and services Small Business Administration (SBA)
loans, which are underwritten in accordance with the guidelines of the SBA.
These loans are made to small businesses and usually require that significant
collateral be assigned to the Bank from the borrower. Typically, the SBA
guarantees 70% to 90% of the loan balance with the remaining portion
unguaranteed. The Bank is permitted to sell the SBA-guaranteed portion of the
loan in secondary markets, with the Bank retaining the portion that is not
guaranteed. The Bank is compensated by the premium derived from the sale into
the secondary market and a 1% servicing fee on the sold guaranteed portion. SBA
loans are similar to commercial business loans in yield and credit risk.
The Bank's commercial real estate loans at December 31, 1999 totaled $25.655
million or 16.84% of the Bank's portfolio. The portfolio primarily consisted of
owner-occupied commercial properties and generally have terms ranging from
fifteen to twenty years and interest rate adjustment periods ranging from
monthly to five years. Amortization periods for commercial mortgage loans
generally do not exceed 25 years. Commercial real estate loans originated by the
Bank are primarily secured by income-producing properties such as office
buildings, warehouse buildings, retail space and to a lessor extent multi-family
property. Generally, in underwriting commercial real estate loans, the Bank
requires the personal guaranty of borrowers, a maximum loan to value ratio of
75%, and a cash flow to debt service ratio of 1.25 to 1.
20
<PAGE>
The Bank's real estate mortgage loans, which totaled $80.814 million or 53.05%
of the Bank's total loan portfolio as of December 31, 1999, consist of
residential mortgage loans secured by existing properties. The Bank's
residential mortgage loans have terms which do not exceed 30 years and are
secured by one-to-four family residences. Loans made for an amount in excess of
80% of the appraised value of the financed residences are generally originated
with private mortgage insurance, which essentially insures that portion of the
loan which is in excess of 80% of the appraised value of the financed
residences. As of December 31, 1999, the residential loan portfolio of the Bank
consisted of approximately 29% in ARMs and 71% in fixed rate loans. Residential
mortgage loans generally are underwritten by the Bank in accordance with
guidelines of the Federal National Mortgage Association (the "FNMA") and the
Federal Home Loan Mortgage Corporation (the "FHLMC").
Consumer loans are extended for a variety of purposes including the purchase of
automobiles, home improvement, lines of credit and unsecured personal loans. As
of December 31, 1999, consumer loans were approximately $11.826 million or 7.76%
of total loans. Consumer loan underwriting standards include an examination of
the applicant's payment history on other debts and an evaluation of the
applicant's ability to meet existing obligations and payments on the proposed
loan. Although creditworthiness of the applicant is of primary importance, the
underwriting process also includes a comparison of the value of the security, if
any, in relation to the proposed loan amount. While consumer loans generally
involve a higher element of credit risk than one-to-four family residential
loans, consumer loans are typically made at higher interest rates and for
shorter terms, or at adjustable rates, and are helpful in maintaining a
profitable spread between the Bank's loan yield and its cost of funds.
The following table shows the distribution of, and certain other information
relating to, deposit accounts by type:
<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------------------------------
1999 1998 1997
---------------------- ---------------------- ----------------------
% of % of % of
Balance Total Balance Total Balance Total
------- ----- ------- ----- ------- -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Demand deposits...................... $ 21,370 14.62% 18,316 12.97 12,136 9.71
Savings and NOW deposits............. 13,640 9.33 12,940 9.16 9,834 7.87
Money-market deposits................ 38,146 26.10 38,721 27.42 38,326 30.66
Time deposits........................ 73,020 49.95 71,235 50.45 64.699 51.76
------ ----- ------- ------ ------ -----
Total deposits....................... $146,176 100.00% $ 141,212 100.00% $124,995 100.00%
======= ====== ======= ====== ======= ======
</TABLE>
Jumbo certificates ($100,000 and over) included above mature as follows:
At December 31,
---------------
1999
----
(In thousands)
Due three months or less........................... $ 3,363
Due over three months to six months................ 2,325
Due over six months to one year.................... 18,200
Due over one year.................................. 4,394
------
Total............................................ $28,282
======
21
<PAGE>
The scheduled maturities of time deposits are as follows:
At December 31,
---------------
1999
----
(In thousands)
Due in one year or less.................................. $49,400
Due in more than one but less than three years........... 21,520
Due in more than three but less than five years.......... 2,100
-------
Total.................................................. $73,020
=======
The following table sets forth the net deposit flows of the Company during the
period indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Net increase (decrease) before interest credited.......................... $ (548) 10,344 6,849
Net interest credited..................................................... 5,512 5,873 5,648
----- ------ -----
Net deposit increase...................................................... $4,964 16,217 12,497
===== ====== ======
</TABLE>
The following table indicates the daily average balances and weighted average
interest rates paid on interest bearing deposits for each of the three years
ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
----------------------------- ------------------------- --------------------------
Average % of Average Average % of Average Average % of Average
Balance Total Yield Balance Total Yield Balance Total Yield
------- ----- ----- ------- ----- ----- ------- ----- -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Savings and NOW
deposits............... $ 12,826 9.03% 1.49% $ 11,147 8.33% 1.53% $ 10,278 8.61% 1.98%
Money-market
deposits............... 40,103 28.25 3.77 39,822 29.76 4.39 37,457 31.38 4.62
Time deposits............. 69,447 48.91 5.23 67,135 50.16 5.72 60,273 50.49 5.70
------ ----- ------- ------ ------- ------
Total interest-bearing
deposits............... 122,376 86.19 4.36 118,104 88.25 4.88 108,008 90.48 4.97
Noninterest bearing
deposits............... 19,619 13.81 15,730 11.75 11,369 9.52
------- ----- ------- ------ ------ ------
Total..................... $141,995 100.00% $133,834 100.00% $119,377 100.00%
======== ====== ======== ====== ======== ======
</TABLE>
22
<PAGE>
Comparison of Year Ended December 31, 1999 and 1998
General
Net earnings for the year ended December 31, 1999 were $1.223 million or $.56
per basic and diluted share compared to net earnings of $1.053 million or $.56
per basic share ($.55 per diluted share) for the year ended December 31, 1998.
The increase in income was primarily due to an increase in net interest income
partially offset by increases in noninterest expenses and decreases in
noninterest income.
Interest Income and Expense
Interest income increased from $13.113 million for the year ended December 31,
1998 to $15.044 million for the year ended December 31, 1999. Interest income on
loans increased $1.902 million due to an increase in the average loan portfolio
balance from $116.499 million for the year ended December 31, 1998 to $143.882
million for the year ended December 31, 1999, partially offset by a decrease in
the weighted-average yield earned on the portfolio from 8.98% to 8.59%. Interest
on securities remained constant for the two years ended December 31 at $2.581
million as the average security portfolio increased to $46.943 million in 1999
from $45.634 million in 1998; however, the weighted average yield decreased from
5.66% in 1998 to 5.50% in 1999. Interest on other interest-earning assets
increased $29,000 due to an increase in average other interest-earning assets
from $1.313 million in 1998 to $1.981 million in 1999.
Interest expense increased to $6.904 million for the year ended December 31,
1999 from $6.498 million for the year ended December 31, 1998. Interest expense
on deposit accounts decreased $428,000 from $5.759 million in 1998 to $5.331
million during 1999, primarily attributed to a decrease in the weighted average
yield from 4.88% in 1998 to 4.36% in 1999. The average interest-bearing deposit
balances increased from $118.104 million during the year ended December 31, 1998
to $122.376 million for 1999, a $4.272 million increase. Interest expense on
other borrowings increased $834,000 from $739,000 in 1998 to $1.573 million in
1999, primarily due to an increase in average borrowings from $14.055 million
during the year ended December 31, 1998 to $31.086 million in 1999. The average
cost of all interest-bearing liabilities decreased from 4.92% for the year ended
December 31, 1998 to 4.50% for the year ended December 31, 1999.
Provision for Loan Losses
The provision for loan losses is charged to earnings to bring the total
allowance to a level deemed appropriate by management and is based upon
historical experience, the volume and type of lending conducted by the Bank,
industry standards, the amounts of nonperforming loans, general economic
conditions, particularly as they relate to the Bank's market areas, and other
factors related to the collectability of the Bank's loan portfolio. The
provision decreased to $610,000 for the year ended December 31, 1999 from the
provision of $950,000 for the year ended December 31, 1998. The decrease is a
result of the Company's improved credit quality and net loan charge-offs for the
period ending December 31, 1999 of $357,000 as compared to the $720,000 for the
period ending December 31, 1998. Management believes that the allowance for loan
losses of $1.331 million is adequate at December 31, 1999.
Noninterest Income
Total noninterest income for the period ended December 31, 1999 was $1.131
million as compared to the $1.650 million for the period ended December 31,
1998. The Company continues to focus on core earnings and is less dependent on
non-recurring sources of revenues as illustrated by net gains on asset sales for
the period ending December 31, 1998 of $456,000 as compared to $70,000 for the
period ended December 31, 1999.
Noninterest Expenses
Total noninterest expenses increased $1.089 million to $6.720 million for the
year ended December 31, 1999 from $5.631 million for the year ended December 31,
1998. The increases are primarily attributed to the Company's planned branch
expansions, opening an additional two offices during 1999.
Provision for Income Taxes
The provision for income taxes increased from $631,000 (an effective rate at
37.5%) during the year ended December 31, 1998 to $718,000 (an effective rate at
37.0%) during the year ended December 31, 1999.
23
<PAGE>
Comparison of Year Ended December 31, 1998 and 1997
General
Net earnings for the year ended December 31, 1998 were $1.053 million or $.56
per basic share ($.55 per diluted share) compared to net earnings of $914,000 or
$.68 per basic share ($.62 per diluted share) for the year ended December 31,
1997. This decrease in the earnings per share was due to the issuance of 869,565
shares of common stock on June 12, 1998. The increase in income was primarily
due to an increase in interest income and noninterest income partially offset by
increases in the provision for loan losses and noninterest expenses.
Interest Income and Expense
Interest income increased from $11.932 million for the year ended December 31,
1997 to $13.113 million for the year ended December 31, 1998. Interest income on
loans increased $1.032 million due to an increase in the average loan portfolio
balance from $102.315 million for the year ended December 31, 1997 to $116.499
million for the year ended December 31, 1998, partially offset by a decrease in
the weighted-average yield earned on the portfolio from 9.21% to 8.98%. Interest
on securities increased $179,000 due to an increase in the average securities
portfolio to $45.634 million in 1998 from $38.200 million in 1997, partially
offset by a decrease in the weighted average yield from 6.29% to 5.66%. Interest
on other interest-earning assets decreased $30,000 due to a decrease in average
other interest-earning assets from $2.085 million in 1997 to $1.313 million in
1998.
Interest expense increased to $6.498 million for the year ended December 31,
1998 from $6.329 million for the year ended December 31, 1997. Interest expense
on deposit accounts increased $391,000 from $5.368 million in 1997 to $5.759
million in 1998 primarily due to an increase in average interest-bearing deposit
balances from $108.008 million during the year ended December 31, 1997 to
$118.104 million for 1998. Interest expense on other borrowings decreased
$222,000 from $961,000 to $739,000 primarily due to a decrease in average
borrowings from $16.879 million in 1997 to $14.055 million in 1998. The average
cost of all interest-bearing liabilities decreased from 5.07% for the year ended
December 31, 1997 to 4.92% for the year ended December 31, 1998.
Provision for Loan Losses
The provision for loan losses is charged to earnings to bring the total
allowance to a level deemed appropriate by management and is based upon
historical experience, the volume and type of lending conducted by the Bank,
industry standards, the amounts of nonperforming loans, general economic
conditions, particularly as they relate to the Bank's market areas, and other
factors related to the collectability of the Bank's loan portfolio. The
provision increased from $80,000 for the year ended December 31, 1997 to
$950,000 for the year ended December 31, 1998. The increase was primarily
related to two commercial loans, one whose balance was charged-off and the other
whose balance was written down to management's estimation of value. Management
believes that the allowance for loan losses of $1.078 million is adequate at
December 31, 1998.
Noninterest Income
Total noninterest income increased $238,000 to $1.650 million for the year ended
December 31, 1998 from $1.412 million reported in 1997, principally from
increases in service charges on deposits, gains on sales of securities and other
noninterest income partially offset by a decrease in net gains from sale of
loans.
Noninterest Expenses
Total noninterest expenses increased $160,000 to $5.631 million for the year
ended December 31, 1998 from $5.471 million for the year ended December 31,
1997, primarily due to an increase in salaries and employee benefits and other
noninterest expenses, partially offset by decreases in occupancy expense and
data processing.
Provision for Income Taxes
The provision for income taxes increased from $550,000 (an effective rate at
37.6%) during the year ended December 31, 1997 to $631,000 (an effective rate at
37.5%) during the year ended December 31, 1998.
24
<PAGE>
Impact of Inflation and Changing Prices
The financial statements and related data presented herein have been prepared in
accordance with GAAP, which requires the measurement of financial position and
operating results in terms of historical dollars, without considering changes in
the relative purchasing power of money over time due to inflation. Unlike most
industrial companies, substantially all of the assets and liabilities of the
Company are monetary in nature. As a result, interest rates have a more
significant impact on the Company's performance than the effects of general
levels of inflation. Interest rates do not necessarily move in the same
direction or in the same magnitude as the prices of goods and services, since
such prices are affected by inflation to a larger extent than interest rates.
Future Accounting Requirements
Financial Accounting Standards 133 - Accounting for Derivative Investments and
Hedging Activities requires companies to record derivatives on the balance sheet
as assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivatives and whether they qualify for hedge accounting. The
key criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash flows.
The Company will be required to adopt this Statement effective January 1, 2001.
Management does not anticipate that this Statement will have a material impact
on the Company.
25
<PAGE>
The following table presents summarized quarterly data (in thousands, except per
share amounts):
<TABLE>
<CAPTION>
Year Ended December 31, 1999
------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
<S> <C> <C> <C> <C>
Interest income............................................. $3,530 3,655 3,868 3,991
Interest expense............................................ 1,592 1,653 1,801 1,858
------ ----- ----- -----
Net interest income.................................... 1,938 2,002 2,067 2,133
Provision for loan losses................................... 155 155 165 135
------ ------ ------ ------
Net interest income after provision
for loan losses.................................... 1,783 1,847 1,902 1,998
------ ----- ----- -----
Noninterest income.......................................... 282 329 261 259
Noninterest expense......................................... 1,585 1,651 1,747 1,737
----- ----- ----- ------
Net earnings before income taxes............................ 480 525 416 520
Income taxes ............................................... 178 194 154 192
------ ------ ------ ------
Net earnings................................................ $ 302 331 262 328
===== ====== ====== ======
Basic earnings per common share............................. $ .13 .15 .12 .16
====== ====== ====== ======
Diluted earnings per common share........................... $ .13 .15 ,12 .16
====== ====== ====== ======
Year Ended December 31, 1998
------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Interest income............................................. $3,022 3,261 3,412 3,418
Interest expense............................................ 1,541 1,617 1,689 1,651
----- ----- ----- -----
Net interest income.................................... 1,481 1,644 1,723 1,767
Provision for loan losses................................... 65 100 630 155
------ ------ ------ ------
Net interest income after provision
for loan losses.................................... 1,416 1,544 1,093 1,612
----- ----- ----- -----
Noninterest income.......................................... 364 357 483 446
Noninterest expense......................................... 1,308 1,409 1,404 1,510
----- ----- ----- -----
Net earnings before income taxes............................ 472 492 172 548
Income taxes................................................ 171 180 65 215
------ ------ ------ ------
Net earnings................................................ $ 301 312 107 333
====== ====== ====== ======
Basic earnings per common share............................. $ .22 .21 .05 .15
====== ====== ====== ======
Diluted earnings per common share........................... $ .20 .20 .05 .15
====== ====== ====== ======
</TABLE>
26
<PAGE>
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
See Part I, Item 1. DESCRIPTION OF BUSINESS, Market Risk.
Item 8. Financial Statements and Supplementary Data.
Pointe Financial Corporation
<TABLE>
<CAPTION>
INDEX
Audited Consolidated Financial Statements. Page
<S> <C>
Report of Independent Certified Public Accountants
(Hacker, Johnson, Cohen & Grieb, P.A.)........................................................ F-1
Consolidated Balance Sheets as of December 31, 1999 and 1998.................................. F-2
Consolidated Statements of Earnings for the Year Ended
December 31, 1999, 1998 and 1997.............................................................. F-3
Consolidated Statements of Stockholder's Equity for the
years ended December 31, 1999, 1998 and 1997.................................................. F-4,F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.............................................................. F-6,F-7
Notes to Consolidated Financial Statements.................................................... F-8
Independent Auditors' Report on Supplementary Information..................................... F-28
Consolidated Balance Sheets as of December 31, 1999........................................... F-29
Consolidated Statements of Operations for the years ended
December 31, 1999............................................................................. F-30
</TABLE>
Schedules are omitted because the conditions requiring their filing are not
applicable or because the required information is provided in the Consolidated
Financial Statements, including the Notes thereto.
27
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Boca Raton, Florida
Audited Consolidated Financial Statements
At December 31, 1999 and 1998 and
for Each of the Years in the Three-
Year Period Ended December 31, 1999
with Supplementary Information
(Together With Independent Auditors' Report)
<PAGE>
Independent Auditors' Report
Board of Directors
Pointe Financial Corporation
Boca Raton, Florida:
We have audited the consolidated balance sheets of Pointe Financial
Corporation and Subsidiaries (the "Company") at December 31, 1999 and 1998, and
the related consolidated statements of earnings, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
at December 31, 1999 and 1998, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1999 in
conformity with generally accepted accounting principles.
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
January 21, 2000
F-1
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
($ in thousands, except share amounts)
<TABLE>
<CAPTION>
At December 31,
---------------
Assets 1999 1998
---- ----
<S> <C> <C>
Cash and due from banks............................................................. $ 6,822 2,866
Interest-bearing deposits with banks................................................ 87 605
--------- ---------
Total cash and cash equivalents.............................................. 6,909 3,471
Securities available for sale....................................................... 46,157 51,275
Loans receivable, net of allowance for loan losses of $1,331 in 1999 and
$1,078 in 1998..................................................................... 150,852 128,005
Loans held for sale................................................................. 2,696 617
Accrued interest receivable......................................................... 1,375 1,270
Premises and equipment, net......................................................... 2,225 1,760
Federal Home Loan Bank stock, at cost .............................................. 1,753 1,235
Federal Reserve Bank stock, at cost................................................. 479 479
Foreclosed real estate.............................................................. 257 353
Deferred income tax asset........................................................... 348 221
Other assets........................................................................ 605 589
--------- ---------
Total........................................................................ $ 213,656 189,275
========= =========
Liabilities and Stockholders' Equity
Liabilities:
Noninterest-bearing demand deposits.............................................. 21,370 18,316
Savings and NOW deposits......................................................... 13,640 12,940
Money-market deposits............................................................ 38,146 38,721
Time deposits.................................................................... 73,020 71,235
---------- ---------
Total deposits............................................................... 146,176 141,212
Official checks.................................................................. 1,075 1,248
Other borrowings................................................................. 5,394 3,446
Advances from Federal Home Loan Bank............................................. 35,060 15,000
Accrued interest payable......................................................... 688 695
Advance payments by borrowers for taxes and insurance............................ 451 411
Other liabilities................................................................ 229 228
---------- ---------
Total liabilities............................................................ 189,073 162,240
---------- ---------
Commitments and contingencies (Notes 4, 8, 9 and 22)
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued........ - -
Common stock, $.01 par value, 5,000,000 shares authorized; 2,310,018
and 2,266,972 shares issued.................................................... 23 23
Additional paid-in capital....................................................... 23,753 23,324
Retained earnings................................................................ 4,959 4,065
Accumulated other comprehensive income (loss).................................... (1,102) (377)
Treasury stock, at cost (297,000 shares in 1999)................................. (3,000) -
Stock incentive plan............................................................. (50) -
---------- ---------
Total stockholders' equity................................................... 24,583 27,035
---------- ---------
Total........................................................................ $ 213,656 189,275
========== =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
($ in thousands except per share amounts)
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Interest income:
Loans receivable....................................................... $ 12,361 10,459 9,427
Securities available for sale.......................................... 2,581 2,311 1,892
Securities held to maturity............................................ - 270 510
Other interest earning assets.......................................... 102 73 103
--------- ------- -------
Total interest income.............................................. 15,044 13,113 11,932
--------- ------- -------
Interest expense:
Deposits............................................................... 5,331 5,759 5,368
Borrowings............................................................. 1,573 739 961
--------- ------- -------
Total interest expense............................................. 6,904 6,498 6,329
--------- ------- -------
Net interest income....................................................... 8,140 6,615 5,603
Provision for loan losses.......................................... 610 950 80
--------- ------- -------
Net interest income after provision for loan losses....................... 7,530 5,665 5,523
--------- ------- -------
Noninterest income:
Service charges on deposit accounts.................................... 663 729 502
Gain on sale of loan servicing rights.................................. - - 29
Loan servicing fees.................................................... 55 61 70
Net gains from sale of loans........................................... 32 158 479
Net realized gains on sale of securities............................... 38 298 29
Other.................................................................. 343 404 303
--------- ------- -------
Total noninterest income........................................... 1,131 1,650 1,412
--------- ------- -------
Noninterest expenses:
Salaries and employee benefits......................................... 3,374 2,858 2,657
Occupancy expense...................................................... 1,133 992 1,100
Advertising and promotion.............................................. 325 297 257
Professional fees...................................................... 273 191 157
Federal deposit insurance premiums..................................... 102 94 82
Data processing........................................................ 363 287 403
Other.................................................................. 1,150 912 815
--------- ------- -------
Total noninterest expenses......................................... 6,720 5,631 5,471
--------- ------- -------
Earnings before income taxes....................................... 1,941 1,684 1,464
Income taxes.............................................................. 718 631 550
--------- ------- -------
Net earnings....................................................... $ 1,223 1,053 914
========= ======= =======
Earnings per share:
Basic ................................................................. $ .56 .56 .68
========= ======= =======
Diluted................................................................ $ .56 .55 .62
========= ======= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
($ In thousands)
Accumulated
Other
Compre-
Additional Stock hensive Total
Preferred Common Paid-In Incentive Treasury Retained Income Stockholders'
Stock Stock Capital Plan Stock Earnings (Loss) Equity
----- ----- ------- ---- ----- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 ............. $ 1 8 10,452 - - 2,206 (246) 12,421
--------
Comprehensive income:
Net earnings .......................... - - - - - 914 - 914
Net change in unrealized loss on
available-for-sale securities,
net of taxes ........................ - - - - - - 108 108
--------
Comprehensive income ..................... - - - - - - - 1,022
--------
To adjust 1996 preferred dividend for
portion paid in preferred stock
(1,398 shares) ........................ - - 27 - - - - 27
Cash dividends on preferred stock ........ - - - - - (16) - (16)
Stock dividends on preferred stock
(3,218 shares) ........................ - - 65 - - (65) - -
Proceeds from issuance of preferred stock,
net of offering costs (10,250 shares) . - - 201 - - - 201
Common stock options exercised
(19,000 shares) ....................... - - 190 - - - - 190
--- --- ------- --- --- ------- ------ --------
Balance at December 31, 1997 ............. 1 8 10,935 - - 3,039 (138) 13,845
--------
Comprehensive income:
Net earnings .......................... - - - - - 1,053 - 1,053
Net change in unrealized loss on
available-for-sale securities,
net of taxes ........................ - - - - - - (239) (239)
--------
Comprehensive income ..................... - - - - - - - 814
--------
Three-for-two stock split
(416,626 shares) ...................... - 4 (4) - - - - -
Stock dividends on preferred stock
(1,410 shares) ........................ - - 27 - - (27) - -
Proceeds from issuance of preferred stock,
net of offering costs (500 shares) .... - - 10 - - - - 10
</TABLE>
F-4
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity, Continued
($ In thousands)
<TABLE>
<CAPTION>
Accumulated
Other
Compre-
Additional Stock hensive Total
Preferred Common Paid-In Incentive Treasury Retained Income Stockholders'
Stock Stock Capital Plan Stock Earnings (Loss) Equity
----- ----- ------- ---- ----- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Conversion of preferred stock
(56,026 shares) to common
stock (126,026 shares) ........... (1) 1 - - - - - -
Proceeds from issuance of
common stock, net of offering
costs (869,565 shares) ........... - 8 12,068 - - - - 12,076
Common stock options exercised
(11,982 shares) .................. - 1 119 - - - - 120
Issuance of common stock to directors
as compensation (11,045 shares) .. - 1 169 - - - - 170
----- ------- ---------- ----- ------ ------- ------ --------
Balance at December 31, 1998 ........ - 23 23,324 - - 4,065 (377) 27,035
--------
Comprehensive income:
Net earnings ..................... - - - - - 1,223 - 1,223
Net change in unrealized loss on
available-for-sale
securities, net of taxes ....... - - - - - - (725) (725)
--------
Comprehensive income ................ - - - - - - - 498
--------
Cash dividends paid on common stock . - - - - - (329) - (329)
Purchase of Treasury Stock
(297,000 shares) ................. - - - - (3,000) - - (3,000)
Common stock options exercised
(25,458 shares) .................. - - 258 - - - - 258
Issuance of common stock to directors
as compensation (11,228 shares) - - 109 - - - - 109
Shares issued in stock incentive plan
(6,935 shares) ................... - - 68 (68) - - - -
Shares committed to participants in
stock incentive plan ............. - - - 12 - - - 12
Shares cancelled in
stock incentive plan (575 shares) - - (6) 6 - - - -
----- ------- ---------- ----- ------ ------- ------ --------
Balance at December 31, 1999 ........ $ - 23 23,753 (50) (3,000) 4,959 (1,102) 24,583
===== ======= ========== ===== ====== ======= ====== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
F-5
<PAGE>
<TABLE>
<CAPTION>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings................................................................. $ 1,223 1,053 914
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Provision for loan losses................................................. 610 950 80
Depreciation.............................................................. 447 389 414
Net amortization of fees, premiums, discounts and other................... 293 101 (134)
(Credit) provision for deferred income taxes.............................. (127) 3 334
Common stock issued as compensation for services.......................... 109 170 -
Shares committed to participants in incentive stock plan.................. 12 - -
Gain on sale of securities................................................ (38) (298) (29)
Gain on sale of loans and loan servicing rights........................... (32) (158) (508)
Originations of loans held for sale....................................... (2,496) (1,994) (9,005)
Proceeds from sale of loans held for sale................................. 449 5,978 9,437
(Increase) decrease in other assets....................................... 423 64 2,580
(Increase) decrease in accrued interest receivable........................ (105) (243) 154
(Decrease) increase in official checks.................................... (173) (72) 57
(Decrease) increase in accrued interest payable........................... (7) 22 (280)
Increase (decrease) in other liabilities.................................. 1 (255) 132
-------- ------- -------
Net cash provided by operating activities.............................. 589 5,710 4,146
-------- ------- -------
Cash flows from investing activities:
Purchase of securities available for sale.................................... (29,952) (61,703) (5,098)
Proceeds from sale of securities............................................. 17,083 34,225 13,578
Maturities and calls of securities available for sale........................ 14,285 7,950 1,000
Purchase of securities held to maturity...................................... - (2,100) -
Principal repayments on securities available for sale........................ 2,376 632 1,029
Principal repayments on securities held to maturity.......................... - 259 440
Net increase in loans........................................................ (23,560) (24,213) (14,816)
Purchase of premises and equipment, net...................................... (912) (924) (364)
Proceeds from sale of foreclosed real estate................................. 106 448 253
Net (increase) decrease in other securities.................................. (518) (144) 96
-------- ------- -------
Net cash used in investing activities.................................. (21,092) (45,570) (3,882)
-------- ------- -------
Cash flows from financing activities:
Net increase in deposits..................................................... 4,964 16,217 12,497
Net increase (decrease) in Federal Home Loan Bank advances................... 20,060 10,600 (18,572)
Net increase in other borrowings............................................. 1,948 1,655 1,017
Increase in advance payments for taxes and insurance......................... 40 78 303
Net proceeds from issuance of preferred stock, net of offering costs......... - 10 201
Net proceeds from issuance of common stock, net of offering costs............ - 12,076 -
Cash dividends paid on preferred stock....................................... - - 12
Proceeds from exercise of stock options...................................... 258 120 190
Cash dividends paid on common stock.......................................... (329) - -
Purchase of treasury stock................................................... (3,000) - -
-------- ------- -------
Net cash provided by (used in) financing activities................... 23,941 40,756 (4,352)
-------- ------- -------
(continued)
</TABLE>
F-6
<PAGE>
<TABLE>
<CAPTION>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
(In thousands)
Year Ended December 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net increase (decrease) in cash and cash equivalents................... 3,438 896 (4,088)
Cash and cash equivalents at beginning of year.................................... 3,471 2,575 6,663
------- ------- -------
Cash and cash equivalents at end of year.......................................... $ 6,909 3,471 2,575
======= ======= =======
Supplemental disclosure of cash flow information: Cash paid during the year for:
Interest.................................................................. $ 6,911 6,476 6,609
======= ======= =======
Income taxes.............................................................. $ 414 650 160
======= ======= =======
Noncash transactions:
Reclassification of loans receivable to foreclosed real estate............ $ 257 725 156
======= ======= =======
Reclassification of foreclosed real estate to loans receivable............ $ 247 29 68
======= ======= =======
Accumulated other comprehensive income (loss), change in unrealized
loss on securities available for sale.................................. $ (725) (239) 108
======= ======= =======
Dividend payable on preferred stock....................................... $ - - 4
======= ======= =======
Stock dividends paid on preferred stock................................... $ - 27 65
======= ======= =======
Activity in stock incentive plan, net..................................... $ 50 - -
======= ======= =======
Transfer of securities from held to maturity to available for sale
category............................................................... $ - 8,456 -
======= ======= =======
Reclassification of foreclosed real estate to other assets................ $ 23 - -
======= ======== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-7
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended December 31, 1999, 1998 and 1997
(1) Description of Business and Summary of Significant Accounting Policies
General. Pointe Financial Corporation (the "Holding Company") was formed
in September 1993 and received approval from the appropriate
authorities to become both a savings and loan holding company and a
bank holding company. Prior to April 14, 1997, the Holding Company
owned 100% of Pointe Federal Savings Bank ("Pointe Federal"), a
federally-chartered thrift, Pointe Bank (the "Bank"), a
state-chartered commercial bank and Pointe Financial Services, Inc.,
(collectively the "Company"). On April 14, 1997, Pointe Federal was
merged into the Bank. The Bank provides a variety of community
banking services to small and middle-market businesses and
individuals through its five banking offices located in Broward,
Miami-Dade and Palm Beach counties, Florida. Pointe Financial
Services, Inc. is an inactive subsidiary.
Basis of Presentation. The accompanying consolidated financial statements
include the Holding Company and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
The accounting and reporting policies of the Company conform to
generally accepted accounting principles and to general practices
within the banking industry. The following summarizes the more
significant of these policies and practices.
Use of Estimates. In preparing consolidated financial statements in
conformity with generally accepted accounting principles, management
is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the date of the
balance sheet and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates. Material estimates that are particularly susceptible to
significant change in the near term relate to the determination of
the allowance for loan losses, foreclosed real estate and deferred
tax assets.
Cash and Cash Equivalents. For purposes of the consolidated statements of
cash flows, cash and cash equivalents include cash and balances due
from banks and interest-bearing deposits with banks.
Securities. The Company may classify its securities as either trading,
held to maturity or available for sale. Trading securities are held
principally for resale and recorded at their fair values. Unrealized
gains and losses on trading securities are included immediately in
earnings. Held-to-maturity securities are those which the Company
has the positive intent and ability to hold to maturity and are
reported at amortized cost. Available-for-sale securities consist of
securities not classified as trading securities nor as
held-to-maturity securities. Unrealized holding gains and losses,
net of tax, on available-for-sale securities are excluded from
earnings and reported in other comprehensive income. Gains and
losses on the sale of available-for-sale securities are recorded on
the trade date and are determined using the specific-identification
method. Premiums and discounts on securities available for sale are
recognized in interest income using the interest method over the
period to maturity.
(continued)
F-8
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued
Loans Held for Sale. Loans held for sale are carried at the lower of cost
or estimated market value in the aggregate. Net unrealized losses
are recognized through a valuation allowance by charges to earnings.
At December 31, 1999 and 1998 the book value of loans held for sale
approximated market value in the aggregate.
Loan origination fees and direct loan origination costs are deferred
until the related loan is sold, at which time the net fees are
included in the gain on sale of loans in the consolidated statements
of earnings.
Loans Receivable. Loans receivable that management has the intent and
ability to hold for the foreseeable future or until maturity or
pay-off are reported at their outstanding principal adjusted for any
charge-offs, the allowance for loan losses, and any deferred fees or
costs on originated loans.
Loan origination fees and certain direct origination costs are
capitalized and recognized as an adjustment of the yield of the
related loan.
The accrual of interest on loans is discontinued at the time the
loan is 90 days delinquent unless the credit is well-secured and in
process of collection. In all cases, loans are placed on nonaccrual
or charged-off at an earlier date if collection of principal or
interest is considered doubtful.
All interest accrued but not collected for loans that are placed on
nonaccrual or charged-off is reversed against interest income. The
interest on these loans is accounted for on the cash-basis or
cost-recovery method, until qualifying for return to accrual. Loans
are returned to accrual status when all the principal and interest
amounts contractually due are brought current and future payments
are reasonably assured.
Allowance for Loan Losses. The allowance for loan losses is established as
losses are estimated to have occurred through a provision for loan
losses charged to earnings. Loan losses are charged against the
allowance when management believes the uncollectibility of a loan
balance is confirmed. Subsequent recoveries, if any, are credited to
the allowance.
The allowance for loan losses is evaluated on a regular basis by
management and is based upon management's periodic review of the
collectibility of the loans in light of historical experience, the
nature and volume of the loan portfolio, adverse situations that may
affect the borrower's ability to repay, estimated value of any
underlying collateral and prevailing economic conditions. This
evaluation is inherently subjective as it requires estimates that
are susceptible to significant revision as more information becomes
available.
A loan is considered impaired when, based on current information and
events, it is probable that the Company will be unable to collect
the scheduled payments of principal or interest when due according
to the contractual terms of the loan agreement. Factors considered
by management in determining impairment include payment status,
collateral value, and the probability of collecting scheduled
principal and interest payments when due. Loans that experience
insignificant payment delays and payment shortfalls generally are
not classified as impaired. Management determines the significance
of payment delays and payment shortfalls on a case-by-case basis,
taking into consideration all of the circumstances surroundings the
loan and the borrower, including the length of the delay, the
reasons for the delay, the borrower's prior payment record, and the
amount of the shortfall in relation to the principal and interest
owed. Impairment is measured on a loan by loan basis for commercial
loans and commercial real estate loans by either the present value
of expected future cash flows discounted at the loan's effective
interest rate, the loan's obtainable market price, or the fair value
of the collateral if the loan is collateral dependent.
(continued)
F-9
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued
Allowance for Loan Losses, Continued. Large groups of smaller balance
homogeneous loans are collectively evaluated for impairment.
Accordingly, the Company does not separately identify individual
consumer and residential loans for impairment disclosures.
Foreclosed Real Estate. Real estate properties acquired through, or in
lieu of, loan foreclosure are to be sold and are initially recorded
at fair value at the date of foreclosure establishing a new cost
basis. After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell. Revenue and expenses from
operations and changes in the valuation allowance are included in
the consolidated statements of earnings.
Premises and Equipment. Premises, furniture, fixtures, equipment and
leasehold improvements are carried at cost, less accumulated
depreciation and amortization computed using the straight-line
method.
Transfer of Financial Assets. Transfers of financial assets are accounted
for as sales, when control over the assets has been surrendered.
Control over transferred assets is deemed to be surrendered when (1)
the assets have been isolated from the Company, (2) the transferee
obtains the right (free of conditions that constrain it from taking
advantage of that right) to pledge or exchange the transferred
assets, and (3) the Company does not maintain effective control over
the transferred assets through an agreement to repurchase them
before their maturity.
Income Taxes. Deferred tax assets and liabilities are determined using the
liability (or balance sheet) method. Under this method, the net
deferred tax asset or liability is determined based on the tax
effects of the temporary differences between the book and tax bases
of the various balance sheet assets and liabilities and gives
current recognition to changes in tax rates and laws.
Stock Compensation Plans. Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, encourages
all entities to adopt a fair value based method of accounting for
employee stock compensation plans, whereby compensation cost is
measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting
period. However, it also allows an entity to continue to measure
compensation cost for those plans using the intrinsic value based
method of accounting prescribed by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, whereby
compensation cost is the excess, if any, of the quoted market price
of the stock at the grant date (or other measurement date) over the
amount an employee must pay to acquire the stock. Stock options
issued under the Company's stock option plan have no intrinsic value
at the grant date, and under Opinion No. 25 no compensation cost is
recognized for them. The Company has elected to continue with the
accounting methodology in Opinion No. 25 and, as a result, has
provided proforma disclosures of net earnings and earnings per share
and other disclosures, as if the fair value based method of
accounting had been applied. (See Note 15).
Earnings Per Share. Basic earnings per share is computed on the basis of
the weighted-average number of common shares outstanding. Diluted
earnings per share is computed based on the weighted-average number
of shares outstanding plus the effect of outstanding stock options
and the effect of dilutive convertible preferred stock, computed
using the treasury stock method.
Off-Balance-Sheet Financial Instruments. In the ordinary course of
business the Company has entered into off-balance-sheet financial
instruments consisting of commitments to extend credit, unused lines
of credit and stand-by-letters of credit. Such financial instruments
are recorded in the consolidated financial statements when they are
funded.
(continued)
F-10
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued
Fair Values of Financial Instruments. The fair value of a financial
instrument is the current amount that would be exchanged between
willing parties, other than in a forced liquidation. Fair value is
best determined based upon quoted market prices. However, in many
instances, there are no quoted market prices for the Company's
various financial instruments. In cases where quoted market prices
are not available, fair values are based on estimates using present
value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. Accordingly, the
fair value estimates may not be realized in an immediate settlement
of the instrument. SFAS 107 excludes certain financial instruments
and all non financial instruments from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented may not
necessarily represent the underlying fair value of the Company. The
following methods and assumptions were used by the Company in
estimating fair values of financial instruments:
Cash and Cash Equivalents. The carrying amounts of cash and cash
equivalents approximate their fair value.
Securities. Fair values for securities available for sale are based
on quoted market prices, where available. If quoted market prices
are not available, fair values are based on quoted market prices of
comparable instruments. The carrying value of Federal Home Loan Bank
stock and Federal Reserve Bank stock approximates fair value.
Loans Held for Sale. Fair values of loans held for sale are based on
commitments on hand from investors or prevailing market prices.
Loans. For variable-rate loans that reprice frequently and have no
significant change in credit risk, fair values are based on carrying
values. Fair values for fixed-rate mortgage (e.g. one-to-four family
residential), commercial real estate and commercial loans are
estimated using discounted cash flow analyses, using interest rates
currently being offered for loans with similar terms to borrowers of
similar credit quality. Fair values for nonperforming loans are
estimated using discounted cash flow analysis or underlying
collateral values, where applicable.
Accrued Interest Receivable. Book value approximates fair value.
Deposit Liabilities. The fair values disclosed for demand, NOW,
money-market and savings deposits are, by definition, equal to the
amount payable on demand at the reporting date (that is, their
carrying amounts). Fair values for fixed-rate certificates of
deposit are estimated using a discounted cash flow calculation that
applies interest rates currently being offered on certificates to a
schedule of aggregated expected monthly maturities on time deposits.
Borrowed Funds. The carrying amounts of other borrowings approximate
their fair values. Fair values of advances from Federal Home Loan
Bank are estimated using discounted cash flow analysis based on the
Company's current incremental borrowing rates for similar types of
borrowings.
Off-Balance-Sheet Instruments. Fair values for off-balance-sheet
lending commitments are based on fees currently charged to enter
into similar agreements, taking into account the remaining terms of
the agreements and the counterparties' credit standing.
Advertising. The Company expenses all advertising as incurred.
(continued)
F-11
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued
Future Accounting Requirements. Financial Accounting Standards 133 -
Accounting for Derivative Investments and Hedging Activities
requires companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivatives and whether
they qualify for hedge accounting. The key criterion for hedge
accounting is that the hedging relationship must be highly effective
in achieving offsetting changes in fair value or cash flows. The
Company will be required to adopt this Statement January 1, 2001.
Management does not anticipate that this Statement will have a
material impact on the Company.
Reclassification. Certain amounts in the 1998 and 1997 financial
statements have been reclassified to conform with the 1999
presentation.
(2) Securities Available for Sale
Securities have been classified according to management's intent. The
carrying amount of securities and their approximate fair values are
summarized as follows (in thousands):
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
At December 31, 1999:
U.S. Treasury securities............................. $ 14,252 - (401) 13,851
Mortgage-backed securities........................... 13,894 2 (587) 13,309
Mutual fund.......................................... 4,108 - (233) 3,875
U.S. Government agency securities.................... 15,495 - (548) 14,947
Other................................................ 175 - - 175
-------- ---- -------- --------
Total ............................................ $ 47,924 2 (1,769) 46,157
======== ==== ======== ========
At December 31, 1998:
U.S. Treasury securities............................. 24,475 38 (97) 24,416
Mortgage-backed securities........................... 10,414 19 (439) 9,994
Mutual fund.......................................... 4,108 - (116) 3,992
U.S. Government agency securities.................... 12,707 15 (24) 12,698
Other................................................ 175 - - 175
-------- ---- -------- --------
Total ............................................ $ 51,879 72 (676) 51,275
======== ==== ======== ========
</TABLE>
The Company currently invests in one mutual fund consisting of a Short
U.S. Government Securities Portfolio. The Short U.S. Government
Securities Portfolio pursues its investment objective by investing in
high-quality assets, primarily in securities issued or guaranteed by
the U.S. Government, its agencies or instrumentalties with remaining
maturities of 5 years or less that qualify as "liquid assets."
During the quarter ended September 30, 1998, the Company sold $1.2
million of securities from the held to maturity category. As required
by Statement of Financial Accounting Standards No. 115 - Accounting
for Certain Investments in Debt and Equity Securities, all the
remaining securities classified as held to maturity totaling $8.5
million were transferred to the available for sale category.
Furthermore, the Company's management intends to classify all
securities purchased through July 1, 2000 as either available for
sale or trading.
At December 31, 1999 and 1998, approximately $492,000 and $500,000
respectively, of securities were pledged for the Company's treasury
tax and loan account, approximately $6,251,000 and $4,057,000 were
pledged as collateral for investment repurchase agreements and
approximately $12,736,000 and $9,828,000 were pledged for public
deposits.
(continued)
F-12
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(2) Securities Available for Sale, Continued
The following summarizes sales of securities (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Proceeds from sale of securities................................... $ 17,083 34,225 13,578
========= ======== ========
Gross gains from sale of securities................................ 41 376 95
Gross losses from sale of securities............................... (3) (78) (66)
--------- -------- --------
Net gains.......................................................... $ 38 298 29
========= ======== ========
</TABLE>
The scheduled maturities of securities available for sale at December 31,
1999 are as follows (in thousands):
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
---- -----
<S> <C> <C>
Due in less than one year..................................................... $ 5,054 5,025
Due from one to five years.................................................... 24,768 23,848
Due from five to ten years.................................................... 100 100
Mortgage-backed securities.................................................... 13,894 13,309
Mutual fund................................................................... 4,108 3,875
-------- -------
$ 47,924 46,157
======== =======
</TABLE>
(3) Loans Receivable
The components of loans are summarized as follows (in thousands):
<TABLE>
<CAPTION>
At December 31,
---------------
1999 1998
---- ----
<S> <C> <C>
Residential real estate................................................. $ 80,814 76,938
Commercial real estate.................................................. 25,655 20,904
Commercial loans........................................................ 34,054 21,487
Consumer loans.......................................................... 11,826 9,827
--------- --------
152,349 129,156
Deferred loan fees...................................................... (166) (73)
Allowance for loan losses............................................... (1,331) (1,078)
--------- --------
$ 150,852 128,005
========= ========
(continued)
</TABLE>
F-13
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(3) Loans Receivable, Continued
An analysis of the change in the allowance for loan losses follows (in
thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year.................................... $ 1,078 848 777
------- -------- -----
Loans charged-off............................................... (361) (722) (58)
Recoveries ................................................... 4 2 49
------- -------- -----
Net loans charged-off....................................... (357) (720) (9)
------- -------- -----
Provision for loan losses....................................... 610 950 80
------- -------- -----
Balance at end of year.......................................... $ 1,331 1,078 848
======= ======== =====
</TABLE>
The following summarizes the amounts of impaired loans, a majority of which
are collateral dependent (in thousands):
<TABLE>
<CAPTION>
At December 31,
---------------
1999 1998
---- ----
<S> <C> <C>
Loans identified as impaired:
Gross loans with no related allowance for losses.............................. $ - -
Gross loans with related allowance for losses recorded........................ 440 2,473
Less: Allowances on these loans.............................................. (220) (407)
----- ------
Net investment in impaired loans.................................................. $ 220 2,066
===== ======
</TABLE>
The average net investment in impaired loans and interest income recognized
and received on impaired loans is as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Average investment in impaired loans.................................. $ 220 1,665 392
===== ===== =====
Interest income recognized on impaired loans.......................... $ - 157 -
===== ===== =====
Interest income received on impaired loans............................ $ - 157 -
===== ===== =====
No additional funds are committed to be advanced in connection with
impaired loans.
(continued)
</TABLE>
F-14
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(4) Premises and Equipment
Premises and equipment is summarized as follows (in thousands):
<TABLE>
<CAPTION>
At December 31,
---------------
1999 1998
---- ----
<S> <C> <C>
Land....................................................................... $ 964 383
Building................................................................... 180 180
Leasehold improvements..................................................... 1,052 1,023
Furniture, fixtures and equipment.......................................... 2,433 3,446
------- -------
Total, at cost........................................................... 4,629 5,032
Less accumulated depreciation and amortization............................. (2,404) (3,272)
------- -------
Net book value........................................................... $ 2,225 1,760
======= =======
</TABLE>
The Company leases four of its banking offices. Rental expense was
approximately $487,000, $434,000 and $420,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. Approximate future
minimum annual rental payments under noncancellable leases are as
follows (in thousands):
<TABLE>
<CAPTION>
Year Ending
December 31, Amount
------------ ------
<S> <C> <C>
2000................................................................................ $ 626
2001................................................................................ 635
2002................................................................................ 477
2003................................................................................ 228
2004................................................................................ 162
Thereafter.......................................................................... 155
--------
Total............................................................................... $ 2,283
========
</TABLE>
(5) Deposits
The aggregate amount of jumbo certificates of deposit with a minimum
denomination of $100,000, was approximately $28.2 million and $22.7
million at December 31, 1999 and 1998, respectively.
At December 31, 1999, the scheduled maturities of certificates of deposit are
as follows (in thousands):
<TABLE>
<CAPTION>
Year Ending
December 31, Amount
------------ ------
<S> <C> <C>
2000................................................................................ $ 49,400
2001................................................................................ 13,760
2002................................................................................ 7,760
2003................................................................................ 1,987
2004 and thereafter................................................................. 113
--------
$ 73,020
========
</TABLE>
(6) Other Borrowings
The Company enters into investment repurchase agreements that require the
Company to pledge securities as collateral for the balance in the
accounts. At December 31, 1999 and 1998 the balance totaled $5,394,000
and $3,446,000, respectively and the Company pledged securities as
collateral for these agreements with a carrying value of approximately
$6,251,000 and $4,057,000, respectively.
(continued)
F-15
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(7) Advances from Federal Home Loan Bank
Maturities and interest rates of advances from the Federal Home Loan Bank
("FHLB") were as follows (dollars in thousands):
<TABLE>
<CAPTION>
Year Ending Interest At December 31,
December 31, Rate 1999 1998
------------ --------- ---- ----
<S> <C> <C> <C> <C>
2000.................................................. 4.55% $ 5,060 -
2007.................................................. 5.47% 5,000 5,000
2008.................................................. 5.09% 10,000 10,000
2009.................................................. 4.61% 5,000 -
2009.................................................. 4.95% 10,000 -
-------- ------
Total.............................................. $ 35,060 15,000
======== ======
</TABLE>
The FHLB has the option to call the above advances at an earlier date than
the maturity date. At December 31, 1999 and 1998, pursuant to the
collateral agreement with the FHLB, advances are collateralized by the
Company's FHLB stock and a blanket lien on the Company's qualifying
first mortgage, one-to-four family residential loans.
(8) Commitments and Contingencies
In the ordinary course of business, the Company has various outstanding
commitments and contingent liabilities that are not reflected in the
accompanying consolidated financial statements.
(9) Financial Instruments
The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its
customers. These financial instruments are commitments to extend credit
and standby letters of credit and may involve, to varying degrees,
elements of credit and interest-rate risk in excess of the amount
recognized in the consolidated balance sheet. The contract amounts of
these instruments reflect the extent of involvement the Company has in
these financial instruments.
The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend
credit and standby letters of credit is represented by the contractual
amount of those instruments. The Company uses the same credit policies
in making commitments as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since some of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. The
Company evaluates each customer's credit worthiness on a case-by-case
basis. The amount of collateral obtained if deemed necessary by the
Company upon extension of credit is based on management's credit
evaluation of the counterparty.
Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party. The credit
risk involved in issuing letters of credit is essentially the same as
that involved in extending loans to customers.
(continued)
F-16
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(9) Financial Instruments, Continued
The estimated fair values of the Company's financial instruments were as
follows (in thousands):
<TABLE>
<CAPTION>
At December 31, 1999 At December 31, 1998
-------------------- --------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents.............................. $ 6,909 6,909 3,471 3,471
Securities available for sale.......................... 46,157 46,157 51,275 51,275
Loans receivable, net.................................. 150,852 148,214 128,005 129,986
Loans held for sale.................................... 2,696 2,696 617 617
Accrued interest receivable............................ 1,375 1,375 1,270 1,270
Other securities....................................... 2,232 2,232 1,714 1,714
Financial liabilities:
Deposit liabilities.................................... 146,176 149,194 141,212 145,329
Other borrowings....................................... 5,394 5,394 3,446 3,446
Advances from Federal Home Loan Bank................... 35,060 32,545 15,000 14,751
</TABLE>
A summary of the notional amounts of the Company's financial instruments,
which approximate fair value, with off balance sheet risk at December
31, 1999 follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Unfunded loan commitments at fixed rates..................................... $ 3,348
=========
Unfunded loan commitments at variable rates.................................. $ 8,184
=========
Available lines of credit.................................................... $ 16,548
=========
Standby letters of credit.................................................... $ 1,135
=========
</TABLE>
(10) Credit Risk
The Company grants a majority of its loans to borrowers primarily in Palm
Beach, Broward and Miami-Dade Counties, Florida. Although the Company
has a diversified loan portfolio, a significant portion of its
borrowers' ability to honor their contracts is dependent upon the
economy of these counties in Florida. The contractual amounts of
credit-related financial instruments such as commitments to extend
credit and standby letters of credit represent the amounts of potential
accounting loss should the contract be fully drawn upon, the customer
default and the value of any existing collateral become worthless.
(continued)
F-17
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(11) Income Taxes
Allocation of Federal and state income taxes between current and deferred
portions is as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31, 1999: Current Deferred Total
----------------------------- ------- -------- -----
<S> <C> <C> <C>
Federal....................................................... $ 756 (108) 648
State......................................................... 89 (19) 70
----- ----- -----
Total..................................................... $ 845 (127) 718
===== ===== =====
Year Ended December 31, 1998:
-----------------------------
Federal....................................................... 566 3 569
State......................................................... 62 - 62
----- ----- -----
Total..................................................... $ 628 3 631
===== ===== =====
Year Ended December 31, 1997:
-----------------------------
Federal....................................................... 199 277 476
State......................................................... 17 57 74
----- ----- -----
Total..................................................... $ 216 334 550
===== ===== =====
</TABLE>
The reasons for the differences between the statutory Federal income tax
rate and the effective tax rate are summarized as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Tax provision at statutory Federal rate....................... 34% 34% 34%
Increase in taxes resulting from:.............................
State taxes, net of Federal tax benefit................... 3 3 3
Other..................................................... - - 1
--- ---- ---
Effective tax rates .......................................... 37% 37% 38%
=== ==== ===
(continued)
</TABLE>
F-18
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(11) Income Taxes, Continued
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities relate to the
following (in thousands):
<TABLE>
<CAPTION>
At December 31,
---------------
1999 1998
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses................................................ $411 348
Depreciation............................................................. 131 115
Interest income from impaired loans...................................... 16 45
Other.................................................................... 22 37
---- ----
Total gross deferred tax assets....................................... 580 545
---- ----
Deferred tax liabilities:
Deferred loan fees....................................................... 210 279
FHLB stock............................................................... 12 35
Other.................................................................... 10 10
---- ----
Total gross deferred tax liabilities.................................. 232 324
---- ----
Net deferred tax asset................................................ $348 221
==== ====
</TABLE>
(12) Related Parties
The Company has entered into transactions with officers, directors and
principal stockholders in the ordinary course of business. Loans to
such related parties amounted to approximately $3,483,000 and
$2,480,000 at December 31, 1999 and 1998, respectively. During the year
ended December 31, 1999, total principal additions were approximately
$1,787,000 and total principal payments were approximately $784,000.
Deposits from such related parties at December 31, 1999 and 1998 were
approximately $5,176,000 and $4,218,000, respectively.
(13) Profit Sharing Plan
The Company sponsors a 401(k) profit sharing plan (the "Plan"). The Plan is
available to all employees electing to participate after meeting
certain length-of-service requirements. The Company's contributions to
the Plan are discretionary and are determined annually. Expense
relating to the Company's contributions to the Plan included in the
accompanying consolidated financial statements was $26,000, $19,000 and
$1,000 for 1999, 1998 and 1997, respectively.
(14) Deferred Compensation Plans
In 1998 a directors deferred compensation plan was adopted by the Board of
Directors. The plan permits the directors to receive common stock of
the Company in lieu of cash as payment of their annual retainer fee for
being directors and provides the directors the opportunity to defer
portions of these retainers. The total number of shares available under
this plan is 22,500. For the years ended December 31, 1999 and 1998, a
total of 11,228 and 6,924 shares, respectively were paid in lieu of
cash of $109,500 and $106,456, respectively to the directors.
In addition in 1998 certain directors received a total of 1,595 shares of
common stock in payment for director fees totaling $23,821 that were
accrued at December 31, 1997.
In prior years, the Company had deferred compensation plans for certain
directors that allowed for a portion of the participants earned
compensation to be deferred and paid upon retirement, disability, death
or termination of service at which time accrued benefits were payable
in a lump-sum payment or in monthly installments for a period of 10
years. During 1998, the deferred compensation plans were terminated and
all remaining obligations were paid in cash or through the issuance of
2,526 shares of common stock in lieu of cash of $38,837.
(continued)
F-19
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(15) Stock Award Plans
Certain key employees and directors of the Company have options to purchase
shares of the Company's common stock under a nonqualified stock option
plan adopted in 1994. Under the plan, the total number of shares which
may be issued is 300,000. At December 31, 1999, 5,581 shares remain
available for grant. All per share amounts reflect the three-for-two
stock split declared in February, 1998. In addition, in 1998 a new
Incentive Compensation and Stock Award Plan was adopted under which
both qualified and unqualified options can be granted and stock can be
awarded to employees as compensation. A total of 200,000 options or
shares can be granted to directors and employees of the Company under
this plan. As of December 31, 1999, 129,957 options or shares remain
available for grant. A summary of stock option transactions follows ($
in thousands, except per share amounts):
<TABLE>
<CAPTION>
Range
of Per Weighted-
Share Average Aggregate
Number of Option Per Share Option
Shares Price Price Price
------ ----- ----- -----
<S> <C> <C> <C> <C> <C>
Outstanding at December 31, 1996.................. 108,351 $ 6.67-10.45 9.27 1,004
Options granted................................... 135,963 9.55-10.03 9.61 1,307
Options exercised................................. (28,500) 6.67 6.67 (190)
Options forfeited................................. (10,233) 6.67-10.52 9.69 (99)
------- ------
Outstanding at December 31, 1997.................. 205,581 9.55-10.52 9.84 2,022
Options granted................................... 75,551 10.03-15.38 12.21 923
Options exercised................................. (11,982) 9.55-10.52 10.02 (120)
Options forfeited................................. (1,200) 9.55 9.55 (11)
------- ------
Outstanding at December 31, 1998.................. 267,950 9.55-15.38 10.50 2,814
Options granted................................... 55,250 9.75 9.75 539
Options exercised................................. (25,458) 9.67-10.52 10.15 (258)
Options forfeited................................. (5,580) 10.52 10.52 (59)
------- ------
Outstanding at December 31, 1999.................. 292,162 $ 9.55-15.38 10.39 3,036
======= ============ ===== ======
(continued)
</TABLE>
F-20
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(15) Stock Award Plans, Continued
The weighted-average remaining contractual life of the outstanding stock
options at December 31, 1999, 1998 and 1997 was thirty-five months,
forty months and forty-nine months, respectively.
<TABLE>
<CAPTION>
These options are exercisable as follows:
Number Weighted-Average
Year Ending of Shares Exercise Price
----------- --------- --------------
<S> <C> <C> <C>
1999 .................................................. 198,370 $ 10.38
2000 .................................................. 48,909 10.22
2001 .................................................. 31,645 10.22
2002 .................................................. 11,738 11.08
2003 .................................................. 1,500 15.38
-------- -------
292,162 $ 10.39
======== =======
</TABLE>
FASB Statement 123 requires proforma information regarding net earnings and
earnings per share. This proforma information has been determined as if
the Company had accounted for its stock options under the fair value
method of that Statement and is as follows ($ in thousands, except per
share amounts):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Grant date fair value of options issued during the year..........$ 1.32 3.24 3.53
======== ====== =====
Net earnings:
As reported................................................$ 1,223 1,053 914
======== ====== =====
Proforma...................................................$ 1,071 771 767
======== ====== =====
Basic earnings per share:
As reported................................................$ .56 .56 .68
======== ====== =====
Proforma ..................................................$ .49 .41 .56
======== ====== =====
Diluted earnings per share:
As reported................................................$ .56 .55 .62
======== ====== =====
Proforma...................................................$ .49 .40 .51
======== ====== =====
</TABLE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Risk-free interest rate........................................... 6.0% 6.0% 6.0%
Dividend yield.................................................... 4.0% -% -%
Expected volatility............................................... 16% 20% -%*
Expected life in years............................................ 5 or 10 5 or 10 5
* There was no active market in 1997.
(continued)
</TABLE>
F-21
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(15) Stock Award Plans, Continued
Also in April 1999, the Company awarded 6,935 shares of restricted common
stock to employees under the 1998 Incentive Compensation and Stock Award
Plan. Four years following the date of grant these restricted stock
awards become entirely vested. The Company is amortizing these restricted
stock awards into salaries and employee benefits over the four-year
period. From the date awarded, the employees are entitled to dividends
paid on common stock and may vote these shares. During the year ended
December 31, 1999, 575 shares were forfeited due to employee termination
and 240 shares became entirely vested.
(16) Preferred Stock
At December 31, 1997, the Company had 54,116 outstanding shares of
convertible, redeemable, cumulative preferred stock Series A, $.01 par
value ("preferred stock"). During the first quarter of 1998 an additional
500 shares were sold by the Company and 1,410 shares were issued in the
form of a stock dividend. In the second quarter of 1998 all outstanding
preferred shares were converted by the shareholders into 126,026 shares
of common stock.
In 1997, the Company paid dividends on preferred stock in a combination of
both preferred stock and cash based on the preference of the individual
stockholders. The total preferred stock issued was 3,218 shares and the
total cash was approximately $16,000.
(17) Regulatory Matters
Federal and state banking regulations place certain restrictions on
dividends paid and loans or advances made by the Bank to the Holding
Company.
The Company (on a consolidated basis) and the Bank are subject to various
regulatory capital requirements administered by the federal and state
banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly additional discretionary actions
by regulators that, if undertaken, could have a direct material effect on
the Company's and the Bank's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company and the Bank must meet specific capital guidelines that involve
quantitative measures of their assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting
practices. The capital amounts and classification are also subject to
qualitative judgements by the regulators about components, risk
weightings, and other factors. Prompt corrective action provisions are
not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and
percentages (set forth in the following table) of total and Tier 1
capital (as defined in the regulations) to risk-weighted assets (as
defined) and of Tier 1 capital (as defined) to average assets (as
defined). Management believes, as of December 31, 1999 and 1998, that the
Company and the Bank met all capital adequacy requirements to which they
are subject.
(continued)
F-22
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(17) Regulatory Matters, Continued
As of December 31, 1999, the most recent notification from the regulatory
authorities categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well
capitalized, an institution must maintain minimum total risk-based, Tier
I risk-based, and Tier I leverage percentages as set forth in the
following tables. There are no conditions or events since that
notification that management believes have changed the Bank's category.
The Company and the Bank's actual capital amounts and percents as of
December 31, 1999 and 1998 are also presented in the table (dollars in
thousands).
<TABLE>
<CAPTION>
Minimum
To Be Well
Capitalized Under
Minimum Capital Prompt Corrective
Actual Requirement Action Provisions:
--------------- ----------------- ----------------------
Amount % Amount % Amount %
------ - ------ - ------ -
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1999:
Total capital to Risk-
Weighted assets:
Consolidated ..... $26,871 19.42% $11,069 8.00% N/A N/A
Bank ............. 23,476 16.68 11,259 8.00 $14,074 10.00%
Tier I Capital to Risk-
Weighted Assets:
Consolidated ..... 25,540 18.46 5,534 4.00 N/A N/A
Bank ............. 22,145 15.74 5,627 4.00 8,441 6.00
Tier I Capital
to Average Assets
Consolidated ..... 25,540 12.03 8,492 4.00 N/A N/A
Bank ............. 22,145 10.37 8,542 4.00 10,677 5.00
As of December 31, 1998:
Total capital to Risk-
Weighted assets:
Consolidated ..... 28,417 26.93 8,442 8.00 N/A N/A
Bank ............. 21,916 20.70 8,468 8.00 10,585 10.00
Tier I Capital to Risk-
Weighted Assets:
Consolidated ..... 27,339 25.91 4,221 4.00 N/A N/A
Bank ............. 20,838 19.69 4,234 4.00 6,351 6.00
Tier I Capital
to Average Assets
Consolidated ..... 27,339 14.61 7,485 4.00 N/A N/A
Bank ............. 20,838 11.12 7,494 4.00 9,368 5.00
(continued)
</TABLE>
F-23
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(18) Stockholders' Equity
The Board of Directors voted to split the common shares on a three-for-two
basis effective in February, 1998. All per share amounts reflect this
split.
In 1999, the Company's Board of Directors approved a stock repurchase
program. The program was allocated $3.0 million and as of December 31,
1999, the Company has repurchased 297,000 shares in treasury stock at a
net cost of approximately $3.0 million.
The Company's ability to pay cash dividends on its common stock is limited
to the amount of dividends it could receive from the Bank plus its own
cash and cash equivalents, which amounted to $3.214 million at December
31, 1999. The amount of dividends the Bank is permitted to pay to the
Company is restricted to 100% of its calendar year-to-date net profits
plus retained net profits for the preceding two years. Twenty percent
of the net profits in the preceding two-year period may not be paid in
dividends, but must be retained to increase capital surplus until such
surplus equals the amount of the Bank's common stock then outstanding.
In addition, no Bank may pay a dividend at any time that net profits in
the current year when combined with net profits from the preceding two
years produce a loss. Under Florida law, a Florida chartered commercial
bank may not pay cash dividends that would cause the Bank's capital to
fall below the minimum amount required by Federal or Florida law.
(19) Earnings Per Share
Basic earnings per share represents income available to common stockholders
divided by the weighted-average number of common shares outstanding
during the period. Diluted earnings per share reflects additional
common shares that would have been outstanding if dilutive potential
common shares had been issued, as well as any adjustment to earnings
that would result from the assumed issuance. Potential common shares
that may be issued by the Company relate solely to outstanding stock
options, and are determined using the treasury stock method. For
purposes of calculating diluted earnings per share in 1997, because
there was no active trading market for the Company's common stock, the
average book value per share was used. All per share amounts reflect
the three-for-two stock split declared in February 1998. Earnings per
common share have been computed based on the following (dollars in
thousands):
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net earnings...................................................... $ 1,223 1,053 914
Less: Preferred stock dividends................................... - (27) (81)
------------ ----------- ----------
Net earnings applicable to common stock........................... $ 1,223 1,026 833
============ =========== =========
Weighted-average number of common shares outstanding.............. 2,197,503 1,826,613 1,224,441
Effect of dilutive options........................................ 6,741 27,998 435
Effect of dilutive convertible preferred stock.................... - - 121,761
------------ ----------- ---------
Weighted-average number of common shares outstanding used
to calculate diluted earnings per common share................ 2,204,244 1,854,611 1,346,637
============ =========== =========
(continued)
</TABLE>
F-24
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(20) Comprehensive Income
The Company adopted SFAS 130, Reporting Comprehensive Income, as of January
1, 1998. Accounting principles generally require that recognized revenue,
expenses, gains and losses be included in net earnings. Although certain
changes in assets and liabilities, such as unrealized gains and losses on
available-for-sale securities, are reported as a separate component of
the equity section of the balance sheet, such items along with net
earnings, are components of comprehensive income. The adoption of SFAS
130 had no effect on the Company's net earnings or stockholders' equity.
The components of other comprehensive income and related tax effects are
as follows (in thousands):
<TABLE>
<CAPTION>
Before Tax After
Tax Effect Tax
--- ------ ---
<S> <C> <C> <C>
For the Year Ended December 31, 1999:
Unrealized holding losses............................................. $(1,125) 424 (701)
Reclassification adjustment for gains included
in net earnings..................................................... (38) 14 (24)
------- --- ---
$(1,163) 438 (725)
======= === ===
For the Year Ended December 31, 1998:
Unrealized holding losses............................................. (85) 32 (53)
Reclassification adjustment for gains included
in net earnings..................................................... (298) 112 (186)
------- --- ---
$ (383) 144 (239)
======= === ===
For the Year Ended December 31, 1997:
Unrealized holding gains.............................................. 200 (74) 126
Reclassification adjustment for gains included
in net earnings..................................................... (29) 11 (18)
------- --- ---
$ 171 (63) 108
======= === ===
(continued)
</TABLE>
F-25
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(21) Holding Company Financial Information
The Holding Company's unconsolidated financial information is as follows (in
thousands):
<TABLE>
<CAPTION>
Condensed Balance Sheets
At December 31,
---------------
1999 1998
---- ----
<S> <C> <C>
Assets
Cash and cash equivalents...................................................... $ 3,214 6,351
Investment in subsidiaries..................................................... 21,195 20,584
Other assets................................................................... 176 106
-------- -------
Total assets............................................................... $ 24,585 27,041
======== =======
Liabilities and Stockholders' Equity
Other liabilities.............................................................. 2 6
Stockholders' equity........................................................... 24,583 27,035
-------- -------
Total liabilities and stockholders' equity................................. $ 24,585 27,041
======== =======
</TABLE>
<TABLE>
<CAPTION>
Condensed Statements of Earnings
For the Year Ended December 31,
-------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Revenues........................................................... $ - 16 665
Expenses........................................................... (113) 64 752
------- ------ ------
Loss before earnings of subsidiaries........................... (113) (48) (87)
Earnings of subsidiaries....................................... 1,336 1,101 1,001
------- ------ ------
Net earnings................................................... $ 1,223 1,053 914
======= ====== ======
(continued)
</TABLE>
F-26
<PAGE>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(21) Holding Company Financial Information, Continued
Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings ....................................................... $ 1,223 1,053 914
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Common stock issued as compensation for services ............... 109 170 -
Shares committed to participants in incentive stock plan ....... 12 - -
(Increase) decrease in other assets ............................ (70) (11) 54
Decrease in other liabilities .................................. (4) (92) (143)
------- ------- -------
Net cash provided by operating activities ................... 1,270 1,120 825
------- ------- -------
Cash flows provided by investing activities-
Net increase in investment in subsidiaries ......................... (1,336) (7,102) (1,187)
------- ------- -------
Cash flows from financing activities:
Proceeds from issuance of preferred stock .......................... - 10 201
Proceeds from issuance of common stock ............................. - 12,076 -
Cash dividends paid on preferred stock ............................. - - (12)
Cash dividends paid on common stock ................................ (329) - -
Purchase of Treasury Stock ......................................... (3,000) - -
Proceeds from exercise of stock options ............................ 258 120 190
------- ------- -------
Net cash (used in) provided by financing activities ......... (3,071) 12,206 379
------- ------- -------
Net (decrease) increase in cash and cash equivalents .................... (3,137) 6,224 17
Cash and cash equivalents at beginning of the year ...................... 6,351 127 110
------- ------- -------
Cash and cash equivalents at end of year ................................ $ 3,214 6,351 127
======= ======= =======
Noncash transactions:
Change in investment in subsidiaries due to accumulated other
comprehensive income (loss), change in securities available
for sale ....................................................... $ (725) (239) 108
======= ======= =======
Dividends payable on preferred stock................................ $ - - 4
======= ======= =======
Stock dividends paid on preferred stock ............................ $ - 27 65
======= ======= =======
Activity in stock incentive plan, net .............................. $ 50 - -
======= ======= =======
</TABLE>
(22) Year 2000 Issues
The Company's operating and financial systems have been found to be
compliant; the "Y2K Problem" has not adversely affected the Company's
operations nor does management expect that it will. However, the Company
has not determined what effect it has had on its customers and vendors.
Any adverse effect it might have on the Company because of vendors and
customers noncompliance has not been determined.
F-27
<PAGE>
Independent Auditors' Report on Supplementary Information
Board of Directors
Pointe Financial Corporation
Boca Raton, Florida:
We have audited the accompanying consolidated financial statements of Pointe
Financial Corporation and Subsidiaries at and for the year ended December 31,
1999, and have issued our report thereon dated January 21, 2000. Our audit was
conducted for the purpose of forming an opinion on the basic consolidated
financial statements taken as a whole. The consolidating information in the
accompanying schedules is presented for purposes of additional analysis of the
consolidated financial statements rather than to present the financial position
and results of operations of the individual companies. The consolidating
information has been subjected to the auditing procedures applied in the audit
of the consolidated financial statements and, in our opinion, is fairly stated
in all material respects in relation to the consolidated financial statements
taken as a whole.
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
January 21, 2000
F-28
<PAGE>
<TABLE>
<CAPTION>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidating Balance Sheet
December 31, 1999
(In thousands)
Pointe Pointe
Financial Pointe Financial Consolidated
Corporation Bank Services Eliminations Total
----------- ---- -------- ------------ -----
<S> <C> <C> <C> <C> <C>
Assets
Cash and due from banks ............................... $ 3,214 6,822 7 (3,221) 6,822
Interest bearing deposits with banks .................. - 87 - - 87
-------- -------- -------- -------- --------
Total cash and cash equivalents .............. 3,214 6,909 7 (3,221) 6,909
Securities available for sale ......................... - 46,157 - - 46,157
Loans receivable, net ................................. - 150,852 - - 150,852
Loans held for sale ................................... - 2,696 - - 2,696
Accrued interest receivable ........................... - 1,375 - - 1,375
Premises and equipment, net ........................... - 2,225 - - 2,225
Other securities ...................................... - 2,232 - - 2,232
Foreclosed real estate ................................ - 257 - - 257
Investment in subsidiaries ............................ 21,195 -- - (21,195) -
Deferred income tax asset ............................. (1) 349 - - 348
Other assets .......................................... 177 428 - - 605
-------- -------- -------- -------- --------
Total ........................................ $ 24,585 213,480 7 (24,416) 213,656
======== ======== ======== ======== ========
Liabilities and Stockholders' Equity
Liabilities:
Deposits .......................................... - 149,397 - (3,221) 146,176
Official checks ................................... - 1,075 - - 1,075
Other borrowings .................................. - 5,394 - - 5,394
Advances from the Federal Home
Loan Bank .................................... - 35,060 - - 35,060
Accrued interest payable .......................... - 688 - - 688
Advance payments for taxes and insurance .......... - 451 - - 451
Other liabilities ................................. 2 227 - - 229
-------- -------- -------- -------- --------
Total liabilities ............................ 2 192,292 - (3,221) 189,073
-------- -------- -------- -------- --------
Stockholders' equity:
Common stock ...................................... 23 3,006 1 (3,007) 23
Additional paid-in capital ........................ 23,753 12,962 220 (13,182) 23,753
Retained earnings ................................. 4,959 6,322 (214) (6,108) 4,959
Accumulated other comprehensive income (loss) ..... (1,102) (1,102) - 1,102 (1,102)
Treasury stock .................................... (3,000) - - - (3,000)
Stock incentive plan .............................. (50) - - - (50)
-------- -------- -------- -------- --------
Total stockholders' equity ................... 24,583 21,188 7 (21,195) 24,583
-------- -------- -------- -------- --------
Total ........................................ $ 24,585 213,480 7 (24,416) 213,656
======== ======== ======== ======== ========
(continued)
</TABLE>
F-29
<PAGE>
<TABLE>
<CAPTION>
POINTE FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidating Statement of Operations
Year Ended December 31, 1999
(In thousands)
Pointe Pointe
Financial Pointe Financial Consolidated
Corporation Bank Services Eliminations Total
----------- ---- -------- ------------ -----
<S> <C> <C> <C> <C> <C>
Interest income:
Loans receivable .............................. $ - 12,361 - - 12,361
Securities available for sale ................. - 2,581 - - 2,581
Other interest earning assets ................. - 102 - - 102
------- ------- --- ------- -------
Total interest income .................... - 15,044 - - 15,044
------- ------- --- ------- -------
Interest expense:
Deposits ...................................... - 5,331 - - 5,331
Borrowings .................................... - 1,573 - - 1,573
------- ------- --- ------- -------
Total interest expense ................... - 6,904 - - 6,904
------- ------- --- ------- -------
Net interest income ............................... - 8,140 - - 8,140
Provision for loan losses ................ - 610 - - 610
------- ------- --- ------- -------
Net interest income after provision for loan losses - 7,530 - - 7,530
------- ------- --- ------- -------
Noninterest income:
Service charges on deposit accounts ........... - 663 - - 663
Loan servicing fees ........................... - 55 - - 55
Net gains from sale of loans .................. - 32 - - 32
Net realized gains on sales of securities ..... - 38 - - 38
Earnings of subsidiaries ...................... 1,336 - - (1,336) -
Other ......................................... - 343 - - 343
------- ------- --- ------- -------
Total noninterest income ................. 1,336 1,131 - (1,336) 1,131
------- ------- --- ------- -------
Noninterest expenses:
Salaries and employee benefits ................ 12 3,362 - - 3,374
Occupancy expense ............................. - 1,133 - - 1,133
Advertising and promotion ..................... 40 285 - - 325
Professional fees ............................. 42 231 - - 273
Federal deposit insurance premiums ............ - 102 - - 102
Data processing ............................... 4 359 - - 363
Other ......................................... 82 1,068 - - 1,150
------- ------- --- ------- -------
Total noninterest expenses ............... 180 6,540 - - 6,720
------- ------- --- ------- -------
Earnings before income taxes ............. 1,156 2,121 - (1,336) 1,941
Income taxes (benefit) ........................ (67) 785 - - 718
------- ------- --- ------- -------
Net earnings ............................. $ 1,223 1,336 - (1,336) 1,223
======= ======= === ======= =======
</TABLE>
F-30
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Company.
The information contained under the caption "Election of Directors" to appear in
the Company's definitive proxy statement relating to the Company's 1999 Annual
Meeting of Stockholders, which definitive proxy statement will be filed with the
Securities and Exchange Commission not later than 120 days after the end of the
Company's fiscal year covered by this report on Form 10-K (hereinafter referred
to as the "Annual Meeting Proxy Statement"), is incorporated herein by
reference. Information concerning the executive officers of the Company is
included in Part I of this Report on Form 10-K.
The following table sets forth information concerning the executive officers of
the Company and the Bank.
<TABLE>
<CAPTION>
Name Position Age
- ---- -------- ---
<S> <C> <C>
R. Carl Palmer, Jr. Director and President and Chief Executive Officer of the 59
Company and the Bank
Beverly P. Chambers Executive Vice President of the Company and the Bank 49
Bradley R. Meredith Senior Vice President and Chief Financial Officer of the 46
Company and the Bank
Dennis Reed Senior Vice President of the Company and the Bank 56
</TABLE>
R. Carl Palmer, Jr. Mr. Palmer joined the Company and Bank in 1995 as Chief
Executive Officer, President and director. He began his banking career at
Chemical Bank in New York in 1964. In 1979, he moved to south Florida as an
Executive Vice President for Southeast Banking Corporation, where he first
became associated with Beverly Chambers and Dennis Reed. During his tenure at
that bank with $17 billion in assets, he had responsibilities for business
development, commercial banking and retail banking. From 1988 to 1991, he was
President, Chief Operating Officer and director of BancFlorida in Naples,
Florida. He became a Senior Associate with Martin W. Taplin & Associates, Inc.,
a real estate investment firm, in 1991. Mr. Palmer received a B.A. from
Dartmouth College in 1962, an M.B.A. from Amos Tuck School in 1963 and a J.D.
from New York Law School in 1969. Mr. Palmer resides in Palm Beach County.
Beverly P. Chambers. Ms. Chambers joined the Company in 1995 with twenty-five
years of banking experience and manages business banking, loan administration,
marketing and human resources. Prior to joining the Company, she spent three
years as a Senior Vice President and Manager of Private Banking for NationsBank
of Florida. Prior to that position, Ms. Chambers was a Senior Vice President of
Southeast Banking Corporation managing commercial banking, marketing and private
banking departments. Ms. Chambers received an M.S. from Florida State University
in 1973. Ms. Chambers resides in Broward County.
Bradley R. Meredith. Mr. Meredith joined the Company in 1997, after eight years
as Executive Vice President and Chief Financial Officer for First Family
Financial Corporation in central Florida. The majority of his seventeen years of
banking experience has been with community banks. Mr. Meredith graduated from
DePaul University with a B.S. in Finance in 1982. Mr. Meredith received a
diploma from the Graduate School of Banking at the University of Wisconsin in
1989. Mr. Meredith resides in Palm Beach County.
Dennis Reed. Mr. Reed joined the Company in 1996 with twenty-nine years of
banking experience, primarily in operations, retail banking and residential
mortgage lending. His most recent experience was five years as Senior Vice
President of Bank Operations and Retail Lending with BancFlorida, FSB, preceded
by six years as Senior Vice President of Bank Operations with Southeast Bank.
Mr. Reed managed operations, retail banking and residential mortgage lending.
Mr. Reed passed away on January 15, 2000.
28
<PAGE>
Item 11. Executive Compensation.
The information contained under the caption "Executive Compensation" to appear
in the Annual Meeting Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information contained under the caption "Security Ownership of Certain
Beneficial Owners and Management" to appear in the Annual Meeting Proxy
Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information contained under the captions "Compensation Committee Interlocks
and Insider Participation" and "Certain Relationships and Related Transactions"
to appear in the Annual Meeting Proxy Statement is incorporated herein by
reference.
29
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The Following Documents Are Filed as Part of this Report:
(1) Financial Statements.
The following consolidated financial statements of the
Company and the report of the independent certified public
accountants thereon filed with this report:
Report of Independent Certified Public Accountants
(Hacker, Johnson, Cohen & Grieb, P.A.)
Consolidated Statements of Financial Condition as of
December 31, 1999 and 1998. Consolidated Statements of
Operations for the years ended December 31, 1999, 1998 and
1997.
Consolidated Statements of Stockholder's Equity for the
years ended December 31, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules.
Schedules are omitted because the conditions requiring
their filing are not applicable or because the required
information is provided in the Consolidated Financial
Statements, including the Notes thereto.
(3) Exhibits.*
2.1 Plan of Merger and Merger Agreement dated February 14,
1997 by and between Pointe Federal Savings Bank and Pointe
Bank (Exhibit 2.1 to the Registrant's Form SB-2
Registration Statement, File No. 333-49835, as initially
filed with the Securities and Exchange Commission on April
9, 1998 [the "Registration Statement"]).
3.1 Articles of Incorporation of the Registrant (Exhibit 3.1
to the Registration Statement).
3.2 By-Laws of the Registrant (Exhibit 3.2 to the Registration
Statement).
4.1 Specimen Common Stock Certificate (Exhibit 4.1 to the
Registration Statement).*
10.1** 1994 Non-Statutory Stock Option Plan (Exhibit 10.1 to the
Registration Statement).
10.2** Deferred Compensation Plan (Exhibit 10.2 to the
Registration Statement).
10.3 Office Lease Agreement dated October 8, 1986 by and
between Centrum Pembroke, Inc. and Flamingo Bank (Exhibit
10.3 to the Registration Statement).
10.4 Lease dated as of July 15, 1992 between Konrad Ulmer and
Pointe Savings Bank (Exhibit 10.4 to the Registration
Statement).
10.5 Lease Agreement dated January 23, 1995 by and between
Hollywood Associates VI and Pointe Bank (Exhibit 10.5 to
the Registration Statement).
10.6 Credit Agreement dated August 18, 1997 between Independent
Bankers' Bank of Florida and Pointe Bank (Exhibit 10.6 to
the Registration Statement).
10.7 Credit Agreement dated October 14, 1997 between SunTrust
Bank/Miami, N.A. and Pointe Bank (Exhibit 10.7 to the
Registration Statement).
10.8 Agreement for Advances and Security Agreement with Blanket
Floating Lien dated November 24, 1997 between Pointe Bank
and the Federal Home Loan Bank of Atlanta (Exhibit 10.8 to
the Registration Statement).
10.9 Equipment Sales and Software License Agreements between
Information Technology, Inc. and Pointe Financial
Corporation (Exhibit 10.9 to the Registration Statement).
10.10 Master Equipment Lease Agreement dated May 7, 1997 between
Leasetec Corporation and Pointe Financial Corporation
(Exhibit 10.10 to the Registration Statement).
30
<PAGE>
10.11*** Letter Agreement dated March 9, 1995 between Pointe
Financial Corporation and R. Carl Palmer, Jr. (Exhibit
10.11 to the Registration Statement).
10.12** 1998 Incentive Compensation and Stock Award Plan.
10.13*** Employment agreement between the company and R. Carl
Palmer, Jr.
10.14*** Employment agreement between the company and Beverly P.
Chambers
10.15*** Employment agreement between the company and Bradley R.
Meredith
11.1 Statement regarding calculation of earnings per common
share.
12.1 Statement regarding calculation of ratio of earnings to
fixed charges.
21.1 Subsidiaries of the Registrant
23.1 Consent of Hacker, Johnson, Cohen & Grieb, P.A.
24.1 Power of Attorney
27.1 Financial Data Schedule
-------------------------
* Exhibits followed by a parenthetical reference are incorporated herein
by reference from the documents described therein.
** Exhibits 10.1, 10.2, 10.11 and 10.12 are compensatory plans or
arrangements.
*** Contracts with Management.
(b) Reports of Form 8-K.
During the quarter ended December 31, 1999, the Company filed a form
8-K on October 15, 1999 herein incorporated by reference.
31
<PAGE>
Supplemental Information.
As of the date of filing of this report on Form 10-K no annual report or proxy
material has been sent to security holders. Such material will be furnished to
security holders and the Securities and Exchange Commission subsequent to the
filing of this report on Form 10-K.
Pursuant to the requirements of Section 13 or 15(d) 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.
POINTE FINANCIAL CORPORATION
By: /s/ R. Carl Palmer, Jr.
----------------------------
R. Carl Palmer, Jr.
Chief Executive Officer and President
Dated: February 23, 2000
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Roberto Kassin Chairman of the Board February 23, 2000
- ----------------------------
Roberto Kassin
/s/ Timothy McGinn Vice Chairman of the Board February 23, 2000
- ----------------------------
Timothy McGinn
/s/ R. Carl Palmer, Jr. Chief Executive Officer, February 23, 2000
- ---------------------------- President and Director
R. Carl Palmer, Jr.
/s/Bradley R. Meredith Chief Financial Officer, February 23, 2000
- ---------------------------- Senior Vice President
Bradley R Meredith
/s/ Steven Elias Director February 23, 2000
- ----------------------------
Steven Elias
/s/ Morris Massry Director February 23, 2000
- ----------------------------
Morris Massry
/s/ D. Richard Mead, Jr. Director February 23, 2000
- ----------------------------
D. Richard Mead, Jr.
/s/ Parker D. Thomson Director February 23, 2000
- ----------------------------
Parker D. Thomson
</TABLE>
32
Accountants' Consent
The Board of Directors
Pointe Financial Corporation
Boca Raton, Florida:
We consent to the use of our report dated January 21, 2000 relating to the
consolidated balance sheets as of December 31, 1999 and 1998 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1999 of Pointe
Financial Corporation in the 1999 Form 10-K of Pointe Financial Corporation.
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
February 18, 2000
EMPLOYMENT AGREEMENT
(Change of Control)
This EMPLOYMENT AGREEMENT is made as of the 16th day of August, 1999,
between POINTE FINANCIAL CORPORATION, a Florida Corporation (the
"Corporation"), POINTE BANK, a state-chartered commercial bank ("Bank"), and R.
Carl Palmer, Jr. ("Officer"), an officer of the Bank and the Corporation.
WHEREAS, Officer is employed by the Bank and the Corporation and
currently holds the position of President; and
WHEREAS, Officer has made and is expected to continue to make a
significant contribution to the management, profitability and growth of the
Bank, and, consequently, of the Corporation; and
WHEREAS, Officer possesses an intimate knowledge of the Bank' s business
and affairs, including its policies, plans, methods, personnel and problems; and
WHEREAS, the Bank considers the continued employment of Officer to be in
the best interests of the Bank, the Corporation and the shareholders of the
Corporation, and desires to assure itself of Officer's continued services on an
objective and impartial basis and without distraction or conflict of interest in
the event of any efforts to effect a change of ownership or control of the
Corporation; and
WHEREAS, Officer is willing to remain in the employ of the Bank upon the
understanding that it will provide him with income security in the event his
employment should be terminated without cause, or by him for good reason,
following a change in control of the Corporation, upon the terms and conditions
provided herein.
NOW, THEREFORE, in consideration of the foregoing, the Bank and Officer
agree as follows:
1. Operation of Agreement. This Agreement shall be effective
immediately upon its execution. Nevertheless, the Bank will be obligated to
provide Officer the compensation and benefits described in Section 5 only upon
the occurrence of a "Change in Control" of the Corporation. Upon such a Change
in Control, all provisions of this Agreement shall become operative immediately.
2. Change in Control. A "Change in Control" of the Corporation shall
be deemed to have occurred if:
(a) the shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving or parent entity) 50% or more of the combined voting power of the
voting securities of the Corporation, or such surviving or parent entity,
outstanding immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Corporation (or
similar transaction) in which no "person" (as hereinbelow defined) acquired 50%
or more of the combined voting power of the Corporation's then outstanding
securities; or
(b) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets (or any transaction having a similar effect); or
1
<PAGE>
(c) any "person" (as such term is defined in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended [the "Exchange
Act"]) or group of persons, excluding the Corporation and any of its
subsidiaries, and other than Roberto Kassin or Murray Massry or a group acting
in concert with them, shall have acquired direct or indirect beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Corporation representing 25% or more of the voting power of
the Corporation's then outstanding securities; or
(d) during any one year period, subsequent to the date hereof,
the individuals who at the beginning of such period constitute the Board of
Directors of Corporation or Bank cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Corporation's shareholders, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period.
3. Effect of Agreement Prior to a Change in Control; Termination of
Agreement Prior to a Change in Control.
(a) The Bank's employment rights and obligations with respect
to Officer are not affected by this Agreement prior to the occurrence of any
event which constitutes a Change in Control of the Corporation.
(b) This Agreement shall remain in full force and effect
unless and until:
(i) it is terminated by the written agreement of the
parties hereto; or
(ii) the employment of the Officer with the Bank and
its subsidiaries and affiliates is terminated by the
Officer or by the Bank and its subsidiaries and
affiliates, for any reason, prior to a Change in
Control of the Corporation, in which case this
Agreement shall terminate concurrently with the
termination of employment.
Nothing contained in this Agreement shall be deemed to require or imply any
obligation on the part of the Officer to continue in the employment of the Bank
or any of its subsidiaries or affiliates prior to or following a Change in
Control of the Corporation, or to require or imply any right on the part of the
Officer to continue in the employment of the Bank, the Corporation or any of
their subsidiaries or affiliates prior to a Change in Control of the
Corporation, or to limit in any way the right of the Bank to terminate the
employment of the Officer, with or without cause, at any time prior to a Change
in Control of the Corporation.
4. Termination Following a Change in Control. Following the occurrence
of any event which constitutes a Change in Control of the Corporation, the
provisions hereinafter set forth shall apply:
(a) Death. If Officer dies prior to Notice of Termination
being given, his rights under this Agreement shall terminate upon his death.
(b) Disability. The Bank may terminate Officer's employment
under this Agreement if, as a result of his incapacity due to accident or
illness, Officer shall have been absent from his duties with the Bank on a full
time basis for 150 consecutive business days and, within 30 days after written
Notice of Termination is given by the Bank, he shall not have returned to the
full time performance of his duties.
(c) Cause. The Bank may terminate Officer's employment under
this Agreement for Cause. For purposes of this Agreement, the Bank shall have
"Cause" to terminate Officer's employment if he:
(i) engages in one or more acts constituting a
felony, or involving fraud or serious moral
turpitude; or
(ii) willfully refuses (except by reason of
incapacity due to accident or illness) to perform
substantially his duties, provided that such refusal
shall have resulted in demonstrable material injury
to the Bank or its affiliates or subsidiaries; or
2
<PAGE>
(iii) willfully engages in gross misconduct
materially injurious to the Bank or its affiliates or
subsidiaries.
For purposes of this Agreement, no act or failure to act on Officer's part shall
be considered "willful" unless done, or omitted to be done, in bad faith and
without reasonable belief that his action or omission was in, or not opposed to,
the best interest of the Bank, its affiliates and subsidiaries.
Notwithstanding the foregoing, Officer shall not be deemed to have been
terminated for Cause unless and until the Bank shall have delivered to him a
copy of a resolution duly adopted by the affirmative vote of a majority of the
entire membership of the Board of Directors of the Bank at a meeting called and
held for that purpose, after reasonable notice to Officer and an opportunity for
him, together with counsel, to be heard before the Board, finding that in the
good faith opinion of the Board he was guilty of conduct set forth above in
subparagraphs (i), (ii) or (iii) of this paragraph, and specifying the
particulars thereof in detail.
If Officer is terminated for Cause while discussions are underway between
Corporation and a potential acquiror or merger partner and those discussions
result in a Change in Control, Officer will be entitled to the termination
benefits provided in Section 5 of this Agreement if it is determined through
arbitration or litigation that Officer was wrongfully discharged. Officer shall
be entitled to reimbursement for all reasonable costs, including attorney's
fees, incurred in successfully challenging such discharge, only if the Officer
is the prevailing party in such action.
(d) Voluntary Termination by the Officer. Officer may
terminate his employment under this Agreement for Good Reason. For purposes of
this Agreement, "Good Reason" shall be deemed to exist under any of the
following circumstances:
(i) Officer has been assigned any duties inconsistent
with his position, duties, responsibilities and
status with the Bank or the Corporation immediately
prior to a Change in Control, or has been assigned
reporting responsibilities of a lesser scope than
those in effect immediately prior to a Change in
Control, or he has been removed from, or not
re-elected to, any of such positions, except in
connection with the termination of his employment for
Cause; or
(ii) the Bank or Corporation has reduced Officer's
base salary as in effect immediately prior to a
Change in Control or as the same may be increased
thereafter from time to time, or has failed to give
him annual salary increases consistent with
performance review ratings as compared with other
employees of the same or similar rank; or
(iii) the Bank or Corporation has required Officer to
be based anywhere other than the Bank's principal
executive offices in Boca Raton, Florida, or such
other location in Florida where Officer was based
immediately prior to a Change in Control, except for
required travel on the Bank's or the Corporation's
business to an extent substantially consistent with
his previous business travel obligations, or in the
event he consents to any such relocation, the Bank
has failed to pay (or reimburse him for) all
reasonable moving expenses incurred; or
3
<PAGE>
(iv) the Bank or Corporation has failed to continue
in effect any benefit, retirement or compensation
plan, thrift and savings plan, stock bonus, stock
option/stock appreciation rights plan, life insurance
plan, health plan, dental plan or disability plan in
which Officer is participating at the time of a
Change in Control of the Corporation (or plans
providing substantially similar benefits), or the
Bank or the Corporation has taken any action which
would adversely affect his participation in or
materially reduce his benefits under any of such
plans or deprive him of any material fringe benefit
or perquisite enjoyed by him at the time of the
Change in Control, or the Bank has failed to provide
him with the number of paid vacation days or sick
days to which he is entitled in accordance with the
Bank's normal vacation or sick pay policies in effect
prior to the Change in Control.
(e) Notice of Termination. Any termination of Officer's
employment shall be communicated by a written Notice of Termination to the other
party to this Agreement specifying the "Termination Date". For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement (if any) relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Officer's employment under the provision so
indicated. The Board resolution adopted pursuant to paragraph (c) above may
constitute Notice of Termination under such provision.
(f) Effect of Agreement on Other Rights. This Agreement shall
not diminish or increase other rights Officer (or his estate, survivors or
heirs) may have under any other contract, employee benefit plan or policy of the
Bank except as expressly provided in this Agreement.
5. Compensation and Benefits Following Termination. If the Bank should
terminate the employment of the Officer, other than for Disability pursuant to
subparagraph 4(b) hereof or for Cause pursuant to subparagraph 4(c) hereof, or
if Officer should terminate his employment for Good Reason pursuant to
subparagraph 4(d) hereof, during the two-year period following the occurrence of
an event constituting a Change in Control of the Corporation, then the Bank
shall provide Officer the following severance pay and benefits:
(a) Salary through Termination Date. The Bank shall pay
Officer his full base salary through the Termination Date at the monthly rate in
effect at the time that Notice of Termination is given, together with an amount
equal to the product of (x) a fraction, the numerator of which is the number of
days in the year of termination preceding the Termination Date and the
denominator of which is 360, and (y) the greater of the following amounts:
(i) one-third (1/3) of the aggregate bonuses paid or
payable to the Officer during the most recent three
full fiscal years; or
(ii) the total of all bonus payments to which the
Officer would be entitled with respect to the year of
termination, projecting, on an appropriate basis, the
Corporation's actual performance from the beginning
of the applicable performance period or periods
through the end of the month preceding the
Termination Date, to the end of the applicable
performance period or periods, and assuming, where
applicable, that the Officer is entitled to the
maximum award potentially available under the
applicable bonus plans or other arrangements.
(b) Severance Pay. The Bank shall pay Officer monthly
following his Termination Date, for a period of two (2) years, an amount equal
to the sum of Officer's full base salary at the monthly rate in effect at the
time that Notice of Termination is given, plus one-twelfth (1/12) of the greater
of the following amounts:
(i) one-third (1/3) of the aggregate bonuses paid or
payable to the Officer during the most recent three
full fiscal years; or
4
<PAGE>
(ii) the total of all bonus payments to which the
Officer would be entitled with respect to the year of
termination, projecting, on an appropriate basis, the
Corporation's actual performance from the beginning
of the applicable performance period or periods
through the end of the month preceding the
Termination Date, to the end of the applicable
performance period or periods, and assuming, where
applicable, that the Officer is entitled to the
maximum award potentially available under the
applicable bonus plans or other arrangements; or
(iii) the total of all minimum awards potentially
payable, with respect to the year of termination,
under all applicable bonus plans or other
arrangements.
In no event shall the total compensation paid to the Officer upon the
termination of his employment in connection with a Change in Control exceed the
amount permitted by Section 280G of the Internal Revenue Code (as amended).
(c) Insurance Benefits. The Corporation or the Bank, as the
case may be, shall maintain in full force and effect for two years after the
Termination Date all employee life, health, dental, accident, disability,
medical and other employee welfare benefit plans, programs or arrangements,
including participation in the 401(k) program and Corporation match, (other than
benefits under any supplemental retirement plan of the Corporation or the Bank
in which Officer was participating immediately prior to Notice of Termination
being given) provided that his continued participation is possible under the
terms and provisions of such plan, programs and arrangements. In the event that
Officer's participation in any such plan, program or arrangement is barred, the
Bank shall arrange to provide Officer with benefits substantially similar to
those which he would have been entitled to receive under such plan, program or
arrangement if he had remained a participant for such two-year period.
(d) Legal Costs. Other than provided in Section 6, the Bank
shall pay Officer all legal fees and expenses incurred by him as a result of his
termination, including, but not limited to, all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided in this Agreement through legal process
or arbitration, regardless of the outcome, unless the court or the arbitration
panel finds that his claim is totally without merit.
(e) Calculation of Benefits Under Certain Plans. For the
purposes of calculating the amount of severance payable to the Officer following
a Notice of Termination under paragraph (b) of Section 5 of this Agreement, if
at the time a Notice of Termination is given, the Officer has not been employed
by the Bank for a period of time sufficient for the Officer to have been
eligible for a cash bonus under an Annual Incentive Plan as in effect for the
applicable number of years prior to the Notice of Termination, then the Officer
shall be deemed to have earned the maximum bonus award potentially available to
an Officer of the same grade under the Annual Incentive Plan ( based upon the
Officer's current annual base salary) for the applicable year or years prior to
the Notice of Termination for which the Officer was not an employee and
therefore not eligible for a cash bonus under an Annual Incentive Plan.
(f) Disability Benefits. In the event of the Disability of
Officer, Bank shall continue to pay Officer all amount of severance payable
under paragraph (b) of Section 5 of this Agreement. Notwithstanding the above,
any amounts payable hereunder shall be reduced by any amounts paid to the
Officer under any other disability program maintained by Bank or Corporation.
(g) Career Counseling. The Bank shall pay for the cost of
professional career counseling assistance for the Officer in an amount not to
exceed $25,000.00.
(h) Long Term Incentive Programs. All benefits under any long
term incentive programs in which the Officer was entitled to participate,
including, but not limited to, shareholder value plans, stock option plans,
stock awards, or stock bonuses shall be immediately payable by Bank and any
benefit carrying a right to exercise that was not previously exercisable and
vested shall become fully exercisable and vested. The restrictions, deferral
limitations and forfeiture conditions applicable to any other award granted to
Officer shall lapse and such awards shall be deemed fully vested and any
performance conditions imposed with respect to awards shall be deemed to be
fully achieved. For a period of three (3) years following a Change in Control,
the Officer shall have the right to exercise any stock options.
5
<PAGE>
6. Arbitration.
(a) All disputes under this Agreement shall be settled by
arbitration in Boca Raton, Florida, before a single arbitrator pursuant to the
rules of the American Arbitration Association. Arbitration may be commenced at
any time by any party hereto giving written notice to each other party to a
dispute that such dispute has been referred to arbitration under this Section.
The arbitrator shall be selected by the joint agreement of Bank and Officer, but
if they do not so agree within 20 days after the date of the notice referred to
above, the selection shall be made pursuant to the rules from the panels of
arbitrators maintained by such Association. Any award rendered by the arbitrator
shall be conclusive and binding upon the parties hereto and not subject to
appeal; provided, however, that any such award shall be accompanied by a written
opinion of the arbitrator giving the reasons for the award. This provision for
arbitration shall be specifically enforceable by the parties and the decision of
the arbitrator in accordance herewith shall be final and binding and there shall
be no right of appeal therefrom. Each party shall pay its own expenses of
arbitration and the expenses of the arbitrator shall be equally shared;
provided, however, that if in the opinion of the arbitrator any claim for
indemnification or any defense or objection thereto was unreasonable, the
arbitrator may assess, as part of his award, all or any part of the arbitration
expenses of the other party (including reasonable attorneys' fees) and of the
arbitrator against the party raising such unreasonable claim, defense or
objection.
(b) To the extent that arbitration may not be legally
permitted hereunder and the parties to any dispute hereunder may not at the time
of such dispute mutually agree to submit such dispute to arbitration, any party
may commence a civil action in a court of appropriate jurisdiction to solve
disputes hereunder. Nothing contained in this Section shall prevent the parties
from settling any dispute by mutual agreement at any time.
7. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be sufficiently
given if and when mailed in the continental United States by registered or
certified mail or personally delivered to the party entitled thereto at the
address stated below or to such changed address as the addressee may have given
by a similar notice:
If To Officer:
R. Carl Palmer, Jr.
741 Azalea Street
Boca Raton, FL 33486
If to Bank:
Chief Executive Officer
Pointe Bank
21845 Powerline Road
Boca Raton, Florida 33433
8. Successors; Nonassignability.
6
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(a) Any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Bank, is bound by this Agreement in the same manner and to the
same extent as the Bank and the Corporation if no such succession had taken
place. Failure of any such successor of the Bank and the Corporation to
acknowledge this Agreement upon written request by Officer shall be a breach of
this Agreement and shall entitle Officer, if he thereafter terminates his
employment with the Bank, to compensation from the Bank in the same amount and
on the same terms as he would be entitled to hereunder if he had given Notice of
Termination due to a reduction of his responsibilities pursuant to paragraph (d)
of Section 4 as of the day immediately before such succession became effective
and had specified the day on which he terminates his employment as his
Termination Date. As used in this Agreement, the Bank shall include any
successor to all or substantially all of its business or assets or which
otherwise becomes bound by all the terms and provisions of this Agreement,
whether by the terms hereof, by operation of law or otherwise. Except as
provided in this paragraph, this Agreement shall not be assignable by the Bank.
(b) All rights of Officer under this Agreement shall inure to
the benefit of and be enforceable by his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees if the Bank should terminate his employment other than for Disability
pursuant to subparagraph 4(b) hereof or for Cause pursuant to subparagraph 4(c)
hereof or if Officer should terminate his employment for Good Reason pursuant to
subparagraph 4(d) hereof. If officer should die while any amounts would still be
payable to him and rights available to him hereunder if he had continued to
live, all such amounts, unless otherwise provided, shall be paid and rights
conveyed in accordance with the terms of this Agreement to his devisee, legatee,
or other designee or, if there be no such designee, to his estate.
9. Whole Agreement. This Agreement constitutes the entire understanding
of the parties relating to the subject matter hereof and supersedes all prior
agreements, understandings and representations, whether oral or written,
relating to such subject matter.
10. Separability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
11. Modifications. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Officer and by such officer as may be specifically
designated by the Board of Directors of the Bank. No waiver by either party at
any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.
12. Withholding Taxes. The Bank may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.
13. Governing Law. The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Florida without giving effect to the principles of conflict of laws thereof.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
such counterparts will together constitute but one Agreement.
15. Gender. Whenever the masculine is used herein, the same shall
include the feminine and natural and/or artificial persons shall include all
genders whenever and wherever the context so requires or permits.
7
<PAGE>
16. Application of Section 280G of the Internal Revenue Code. It is
the intention of the parties that, in the event of a Change in Control of the
Corporation, the payments under Section 5 shall not constitute "excess parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended, and any regulations promulgated by the Internal Revenue
Service thereunder. In the event that the independent accountants acting as
auditors for the Corporation on the date of the Change in Control (or another
accounting firm designated by them) determine that the payments under Section 5
may constitute "excess parachute payments," the amounts payable pursuant to
Section 5 shall be reduced to the maximum amount that may be paid without
constituting the payments "excess parachute payments." Such determination
pursuant to this Section shall take into account (i) whether the payments under
this Agreement are "parachute payments" within the meaning of Section 280G and,
if so, (ii) the amount of payments under Section 5 that constitutes "reasonable
compensation" within the meaning of Section 280G. Nothing contained in this
Agreement shall prevent the Corporation after a Change in Control from agreeing
to pay the Officer's compensation or benefits in excess of those provided in
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CORPORATION BANK
POINTE FINANCIAL CORPORATION POINTE BANK
BY: /s/ Roberto Kassin BY: /s/ Beverly P. Chambers
- ----------------------- ----------------------------
Roberto Kassin, Chairman Beverly P. Chambers
Executive Vice President
OFFICER
/s/ R. Carl Palmer, Jr.
- -----------------------
R. Carl Palmer, Jr.
8
EMPLOYMENT AGREEMENT
(Change of Control)
This EMPLOYMENT AGREEMENT is made as of the 16th day of August, 1999,
between POINTE FINANCIAL CORPORATION, a Florida Corporation (the "Corporation"),
POINTE BANK, a state-chartered commercial bank ("Bank"), and Beverly P. Chambers
("Officer"), an officer of the Bank and the Corporation.
WHEREAS, Officer is employed by the Bank and the Corporation and
currently holds the position of President; and
WHEREAS, Officer has made and is expected to continue to make a
significant contribution to the management, profitability and growth of the
Bank, and, consequently, of the Corporation; and
WHEREAS, Officer possesses an intimate knowledge of the Bank' s business
and affairs, including its policies, plans, methods, personnel and problems; and
WHEREAS, the Bank considers the continued employment of Officer to be in
the best interests of the Bank, the Corporation and the shareholders of the
Corporation, and desires to assure itself of Officer's continued services on an
objective and impartial basis and without distraction or conflict of interest in
the event of any efforts to effect a change of ownership or control of the
Corporation; and
WHEREAS, Officer is willing to remain in the employ of the Bank upon the
understanding that it will provide him with income security in the event his
employment should be terminated without cause, or by him for good reason,
following a change in control of the Corporation, upon the terms and conditions
provided herein.
NOW, THEREFORE, in consideration of the foregoing, the Bank and Officer
agree as follows:
1. Operation of Agreement . This Agreement shall be effective
immediately upon its execution. Nevertheless, the Bank will be obligated to
provide Officer the compensation and benefits described in Section 5 only upon
the occurrence of a "Change in Control" of the Corporation. Upon such a Change
in Control, all provisions of this Agreement shall become operative immediately.
2 . Change in Control. A "Change in Control" of the Corporation shall
be deemed to have occurred if:
(a) the shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Corporation outstanding immedialtely prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving or parent entity) 50% or more of the combined voting power of the
voting securities of the Corporation, or such surviving or parent entity,
outstanding immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Corporation (or
similar transaction) in which no "person" (as hereinbelow defined) acquired 50%
or more of the combined voting power of the Corporation's then outstanding
securities; or
(b) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets (or any transaction having a similar effect); or
1
<PAGE>
(c) any "person" (as such term is defined in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended [the "Exchange
Act"]) or group of persons, excluding the Corporation and any of its
subsidiaries, and other than Roberto Kassin or Murray Massry or a group acting
in concert with them, shall have acquired direct or indirect beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Corporation representing 25% or more of the voting power of
the Corporation's then outstanding securities; or
(d) during any one year period, subsequent to the date hereof,
the individuals who at the beginning of such period constitute the Board of
Directors of Corporation or Bank cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Corporation's shareholders, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period.
3. Effect of Agreement Prior to a Change in Control;
Termination of Agreement Prior to a Change in Control.
(a) The Bank's employment rights and obligations with respect
to Officer are not affected by this Agreement prior to the occurrence of any
event which constitutes a Change in Control of the Corporation.
(b) This Agreement shall remain in full force and effect
unless and until:
(i) it is terminated by the written agreement of the
parties hereto; or
(ii) the employment of the Officer with the Bank and
its subsidiaries and affiliates is terminated by the
Officer or by the Bank and its subsidiaries and
affiliates, for any reason, prior to a Change in
Control of the Corporation, in which case this
Agreement shall terminate concurrently with the
termination of employment.
Nothing contained in this Agreement shall be deemed to require or imply any
obligation on the part of the Officer to continue in the employment of the Bank
or any of its subsidiaries or affiliates prior to or following a Change in
Control of the Corporation, or to require or imply any right on the part of the
Officer to continue in the employment of the Bank, the Corporation or any of
their subsidiaries or affiliates prior to a Change in Control of the
Corporation, or to limit in any way the right of the Bank to terminate the
employment of the Officer, with or without cause, at any time prior to a Change
in Control of the Corporation.
4 . Termination Following a Change in Control. Following the occurrence
of any event which constitutes a Change in Control of the Corporation, the
provisions hereinafter set forth shall apply:
(a) Death. If Officer dies prior to Notice of Termination
being given, his rights under this Agreement shall terminate upon his death.
(b) Disability. The Bank may terminate Officer's employment
under this Agreement if, as a result of his incapacity due to accident or
illness, Officer shall have been absent from his duties with the Bank on a full
time basis for 150 consecutive business days and, within 30 days after written
Notice of Termination is given by the Bank, he shall not have returned to the
full time performance of his duties.
(c) Cause. The Bank may terminate Officer's employment under
this Agreement for Cause. For purposes of this Agreement, the Bank shall have
"Cause" to terminate Officer's employment if he:
(i) engages in one or more acts constituting a
felony, or involving fraud or serious moral
turpitude; or
(ii) willfully refuses (except by reason of
incapacity due to accident or illness) to perform
substantially his duties, provided that such refusal
shall have resulted in demonstrable material injury
to the Bank or its affiliates or subsidiaries; or
2
<PAGE>
(iii) willfully engages in gross misconduct
materially injurious to the Bank or its affiliates or
subsidiaries.
For purposes of this Agreement, no act or failure to act on Officer's part shall
be considered "willful" unless done, or omitted to be done, in bad faith and
without reasonable belief that his action or omission was in, or not opposed to,
the best interest of the Bank, its affiliates and subsidiaries.
Notwithstanding the foregoing, Officer shall not be deemed to have been
terminated for Cause unless and until the Bank shall have delivered to him a
copy of a resolution duly adopted by the affirmative vote of a majority of the
entire membership of the Board of Directors of the Bank at a meeting called and
held for that purpose, after reasonable notice to Officer and an opportunity for
him, together with counsel, to be heard before the Board, finding that in the
good faith opinion of the Board he was guilty of conduct set forth above in
subparagraphs (i), (ii) or (iii) of this paragraph, and specifying the
particulars thereof in detail.
If Officer is terminated for Cause while discussions are underway between
Corporation and a potential acquiror or merger partner and those discussions
result in a Change in Control, Officer will be entitled to the termination
benefits provided in Section 5 of this Agreement if it is determined through
arbitration or litigation that Officer was wrongfully discharged. Officer shall
be entitled to reimbursement for all reasonable costs, including attorney's
fees, incurred in successfully challenging such discharge, only if the Officer
is the prevailing party in such action.
(d) Voluntary Termination by the Officer. Officer may
terminate his employment under this Agreement for Good Reason. For purposes of
this Agreement, "Good Reason" shall be deemed to exist under any of the
following circumstances:
(i) Officer has been assigned any duties inconsistent
with his position, duties, responsibilities and
status with the Bank or the Corporation immediately
prior to a Change in Control, or has been assigned
reporting responsibilities of a lesser scope than
those in effect immediately prior to a Change in
Control, or he has been removed from, or not
re-elected to, any of such positions, except in
connection with the termination of his employment for
Cause; or
(ii) the Bank or Corporation has reduced Officer's
base salary as in effect immediately prior to a
Change in Control or as the same may be increased
thereafter from time to time, or has failed to give
him annual salary increases consistent with
performance review ratings as compared with other
employees of the same or similar rank; or
(iii) the Bank or Corporation has required Officer to
be based anywhere other than the Bank's principal
executive offices in Boca Raton, Florida, or such
other location in Florida where Officer was based
immediately prior to a Change in Control, except for
required travel on the Bank's or the Corporation's
business to an extent substantially consistent with
his previous business travel obligations, or in the
event he consents to any such relocation, the Bank
has failed to pay (or reimburse him for) all
reasonable moving expenses incurred; or
3
<PAGE>
(iv) the Bank or Corporation has failed to continue
in effect any benefit, retirement or compensation
plan, thrift and savings plan, stock bonus, stock
option/stock appreciation rights plan, life insurance
plan, health plan, dental plan or disability plan in
which Officer is participating at the time of a
Change in Control of the Corporation (or plans
providing substantially similar benefits), or the
Bank or the Corporation has taken any action which
would adversely affect his participation in or
materially reduce his benefits under any of such
plans or deprive him of any material fringe benefit
or perquisite enjoyed by him at the time of the
Change in Control, or the Bank has failed to provide
him with the number of paid vacation days or sick
days to which he is entitled in accordance with the
Bank's normal vacation or sick pay policies in effect
prior to the Change in Control.
(e) Notice of Termination. Any termination of Officer's
employment shall be communicated by a written Notice of Termination to the other
party to this Agreement specifying the "Termination Date". For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement (if any) relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Officer's employment under the provision so
indicated. The Board resolution adopted pursuant to paragraph (c) above may
constitute Notice of Termination under such provision.
(f) Effect of Agreement on Other Rights. This Agreement shall
not diminish or increase other rights Officer (or his estate, survivors or
heirs) may have under any other contract, employee benefit plan or policy of the
Bank except as expressly provided in this Agreement.
5 . Compensation and Benefits Following Termination. If the Bank should
terminate the employment of the Officer, other than for Disability pursuant to
subparagraph 4(b) hereof or for Cause pursuant to subparagraph 4(c) hereof, or
if Officer should terminate his employment for Good Reason pursuant to
subparagraph 4(d) hereof, during the two-year period following the occurrence of
an event constituting a Change in Control of the Corporation, then the Bank
shall provide Officer the following severance pay and benefits:
(a) Salary through Termination Date. The Bank shall pay
Officer his full base salary through the Termination Date at the monthly rate in
effect at the time that Notice of Termination is given, together with an amount
equal to the product of (x) a fraction, the numerator of which is the number of
days in the year of termination preceding the Termination Date and the
denominator of which is 360, and (y) the greater of the following amounts:
(i) one-third (1/3) of the aggregate bonuses paid or
payable to the Officer during the most recent three
full fiscal years; or
(ii) the total of all bonus payments to which the
Officer would be entitled with respect to the year of
termination, projecting, on an appropriate basis, the
Corporation's actual performance from the beginning
of the applicable performance period or periods
through the end of the month preceding the
Termination Date, to the end of the applicable
performance period or periods, and assuming, where
applicable, that the Officer is entitled to the
maximum award potentially available under the
applicable bonus plans or other arrangements.
(b) Severance Pay. The Bank shall pay Officer monthly
following his Termination Date, for a period of two (2) years, an amount equal
to the sum of Officer's full base salary at the monthly rate in effect at the
time that Notice of Termination is given, plus one-twelfth (1/12) of the greater
of the following amounts:
(i) one-third (1/3) of the aggregate bonuses paid or
payable to the Officer during the most recent three
full fiscal years; or
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<PAGE>
(ii) the total of all bonus payments to which the
Officer would be entitled with respect to the year of
termination, projecting, on an appropriate basis, the
Corporation's actual performance from the beginning
of the applicable performance period or periods
through the end of the month preceding the
Termination Date, to the end of the applicable
performance period or periods, and assuming, where
applicable, that the Officer is entitled to the
maximum award potentially available under the
applicable bonus plans or other arrangements; or
(iii) the total of all minimum awards potentially
payable, with respect to the year of termination,
under all applicable bonus plans or other
arrangements.
In no event shall the total compensation paid to the Officer upon the
termination of his employment in connection with a Change in Control exceed the
amount permitted by Section 280G of the Internal Revenue Code (as amended).
(c) Insurance Benefits. The Corporation or the Bank, as the
case may be, shall maintain in full force and effect for two years after the
Termination Date all employee life, health, dental, accident, disability,
medical and other employee welfare benefit plans, programs or arrangements,
including participation in the 401(k) program and Corporation match, (other than
benefits under any supplemental retirement plan of the Corporation or the Bank
in which Officer was participating immediately prior to Notice of Termination
being given) provided that his continued participation is possible under the
terms and provisions of such plan, programs and arrangements. In the event that
Officer's participation in any such plan, program or arrangement is barred, the
Bank shall arrange to provide Officer with benefits substantially similar to
those which he would have been entitled to receive under such plan, program or
arrangement if he had remained a participant for such two-year period.
(d) Legal Costs. Other than provided in Section 6, the Bank
shall pay Officer all legal fees and expenses incurred by him as a result of his
termination, including, but not limited to, all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided in this Agreement through legal process
or arbitration, regardless of the outcome, unless the court or the arbitration
panel finds that his claim is totally without merit.
(e) Calculation of Benefits Under Certain Plans. For the
purposes of calculating the amount of severance payable to the Officer following
a Notice of Termination under paragraph (b) of Section 5 of this Agreement, if
at the time a Notice of Termination is given, the Officer has not been employed
by the Bank for a period of time sufficient for the Officer to have been
eligible for a cash bonus under an Annual Incentive Plan as in effect for the
applicable number of years prior to the Notice of Termination, then the Officer
shall be deemed to have earned the maximum bonus award potentially available to
an Officer of the same grade under the Annual Incentive Plan ( based upon the
Officer's current annual base salary) for the applicable year or years prior to
the Notice of Termination for which the Officer was not an employee and
therefore not eligible for a cash bonus under an Annual Incentive Plan.
(f) Disability Benefits. In the event of the Disability of
Officer, Bank shall continue to pay Officer all amount of severance payable
under paragraph (b) of Section 5 of this Agreement. Notwithstanding the above,
any amounts payable hereunder shall be reduced by any amounts paid to the
Officer under any other disability program maintained by Bank or Corporation.
(g) Career Counseling. The Bank shall pay for the cost of
professional career counseling assistance for the Officer in an amount not to
exceed $25,000.00.
(h) Long Term Incentive Programs. All benefits under any long
term incentive programs in which the Officer was entitled to participate,
including, but not limited to, shareholder value plans, stock option plans,
stock awards, or stock bonuses shall be immediately payable by Bank and any
benefit carrying a right to exercise that was not previously exercisable and
vested shall become fully exercisable and vested. The restrictions, deferral
limitations and forfeiture conditions applicable to any other award granted to
Officer shall lapse and such awards shall be deemed fully vested and any
performance conditions imposed with respect to awards shall be deemed to be
fully achieved. For a period of three (3) years following a Change in Control,
the Officer shall have the right to exercise any stock options.
5
<PAGE>
6. Arbitration.
(a) All disputes under this Agreement shall be settled by
arbitration in Boca Raton, Florida, before a single arbitrator pursuant to the
rules of the American Arbitration Association. Arbitration may be commenced at
any time by any party hereto giving written notice to each other party to a
dispute that such dispute has been referred to arbitration under this Section.
The arbitrator shall be selected by the joint agreement of Bank and Officer, but
if they do not so agree within 20 days after the date of the notice referred to
above, the selection shall be made pursuant to the rules from the panels of
arbitrators maintained by such Association. Any award rendered by the arbitrator
shall be conclusive and binding upon the parties hereto and not subject to
appeal; provided, however, that any such award shall be accompanied by a written
opinion of the arbitrator giving the reasons for the award. This provision for
arbitration shall be specifically enforceable by the parties and the decision of
the arbitrator in accordance herewith shall be final and binding and there shall
be no right of appeal therefrom. Each party shall pay its own expenses of
arbitration and the expenses of the arbitrator shall be equally shared;
provided, however, that if in the opinion of the arbitrator any claim for
indemnification or any defense or objection thereto was unreasonable, the
arbitrator may assess, as part of his award, all or any part of the arbitration
expenses of the other party (including reasonable attorneys' fees) and of the
arbitrator against the party raising such unreasonable claim, defense or
objection.
(b) To the extent that arbitration may not be legally
permitted hereunder and the parties to any dispute hereunder may not at the time
of such dispute mutually agree to submit such dispute to arbitration, any party
may commence a civil action in a court of appropriate jurisdiction to solve
disputes hereunder. Nothing contained in this Section shall prevent the parties
from settling any dispute by mutual agreement at any time.
7. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be sufficiently
given if and when mailed in the continental United States by registered or
certified mail or personally delivered to the party entitled thereto at the
address stated below or to such changed address as the addressee may have given
by a similar notice:
If To Officer:
Beverly P. Chambers
2633 Oakbrook Drive
Ft. Lauderdale, FL 33332
If to Bank:
Chief Executive Officer
Pointe Bank
21845 Powerline Road
Boca Raton, Florida 33433
8. Successors; Nonassignability.
6
<PAGE>
(a) Any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Bank, is bound by this Agreement in the same manner and to the
same extent as the Bank and the Corporation if no such succession had taken
place. Failure of any such successor of the Bank and the Corporation to
acknowledge this Agreement upon written request by Officer shall be a breach of
this Agreement and shall entitle Officer, if he thereafter terminates his
employment with the Bank, to compensation from the Bank in the same amount and
on the same terms as he would be entitled to hereunder if he had given Notice of
Termination due to a reduction of his responsibilities pursuant to paragraph (d)
of Section 4 as of the day immediately before such succession became effective
and had specified the day on which he terminates his employment as his
Termination Date. As used in this Agreement, the Bank shall include any
successor to all or substantially all of its business or assets or which
otherwise becomes bound by all the terms and provisions of this Agreement,
whether by the terms hereof, by operation of law or otherwise. Except as
provided in this paragraph, this Agreement shall not be assignable by the Bank.
(b) All rights of Officer under this Agreement shall inure to
the benefit of and be enforceable by his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees if the Bank should terminate his employment other than for Disability
pursuant to subparagraph 4(b) hereof or for Cause pursuant to subparagraph 4(c)
hereof or if Officer should terminate his employment for Good Reason pursuant to
subparagraph 4(d) hereof. If officer should die while any amounts would still be
payable to him and rights available to him hereunder if he had continued to
live, all such amounts, unless otherwise provided, shall be paid and rights
conveyed in accordance with the terms of this Agreement to his devisee, legatee,
or other designee or, if there be no such designee, to his estate.
9. Whole Agreement. This Agreement constitutes the entire understanding
of the parties relating to the subject matter hereof and supersedes all prior
agreements, understandings and representations, whether oral or written,
relating to such subject matter.
10. Separability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
11. Modifications. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Officer and by such officer as may be specifically
designated by the Board of Directors of the Bank. No waiver by either party at
any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.
12. Withholding Taxes. The Bank may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.
13. Governing Law. The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Florida without giving effect to the principles of conflict of laws thereof.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
such counterparts will together constitute but one Agreement.
15. Gender. Whenever the masculine is used herein, the same shall
include the feminine and natural and/or artificial persons shall include all
genders whenever and wherever the context so requires or permits.
7
<PAGE>
16. Application of Section 280G of the Internal Revenue Code. It is
the intention of the parties that, in the event of a Change in Control of the
Corporation, the payments under Section 5 shall not constitute "excess parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended, and any regulations promulgated by the Internal Revenue
Service thereunder. In the event that the independent accountants acting as
auditors for the Corporation on the date of the Change in Control (or another
accounting firm designated by them) determine that the payments under Section 5
may constitute "excess parachute payments," the amounts payable pursuant to
Section 5 shall be reduced to the maximum amount that may be paid without
constituting the payments "excess parachute payments." Such determination
pursuant to this Section shall take into account (i) whether the payments under
this Agreement are "parachute payments" within the meaning of Section 280G and,
if so, (ii) the amount of payments under Section 5 that constitutes "reasonable
compensation" within the meaning of Section 280G. Nothing contained in this
Agreement shall prevent the Corporation after a Change in Control from agreeing
to pay the Officer's compensation or benefits in excess of those provided in
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CORPORATION BANK
POINTE FINANCIAL CORPORATION POINTE BANK
BY: /s/ Roberto Kassin BY: /s/ R. Carl Palmer, Jr.
- ---------------------- ---------------------------
Roberto Kassin, Chairman R. Carl Palmer, Jr.
President and Chief Executive Officer
OFFICER
/s/ Beverly P. Chambers
- -----------------------
Beverly P. Chambers
8
EMPLOYMENT AGREEMENT
(Change of Control)
This EMPLOYMENT AGREEMENT is made as of the 16th day of August, 1999,
between POINTE FINANCIAL CORPORATION, a Florida Corporation (the
"Corporation"), POINTE BANK, a state-chartered commercial bank ("Bank"), and
Bradley R. Meredith ("Officer"), an officer of the Bank and the Corporation.
WHEREAS, Officer is employed by the Bank and the Corporation and
currently holds the position of President; and
WHEREAS, Officer has made and is expected to continue to make a
significant contribution to the management, profitability and growth of the
Bank, and, consequently, of the Corporation; and
WHEREAS, Officer possesses an intimate knowledge of the Bank' s business
and affairs, including its policies, plans, methods, personnel and problems; and
WHEREAS, the Bank considers the continued employment of Officer to be in
the best interests of the Bank, the Corporation and the shareholders of the
Corporation, and desires to assure itself of Officer's continued services on an
objective and impartial basis and without distraction or conflict of interest in
the event of any efforts to effect a change of ownership or control of the
Corporation; and
WHEREAS, Officer is willing to remain in the employ of the Bank upon the
understanding that it will provide him with income security in the event his
employment should be terminated without cause, or by him for good reason,
following a change in control of the Corporation, upon the terms and conditions
provided herein.
NOW, THEREFORE, in consideration of the foregoing, the Bank and Officer
agree as follows:
1. Operation of Agreement . This Agreement shall be effective
immediately upon its execution. Nevertheless, the Bank will be obligated to
provide Officer the compensation and benefits described in Section 5 only upon
the occurrence of a "Change in Control" of the Corporation. Upon such a Change
in Control, all provisions of this Agreement shall become operative immediately.
2. Change in Control. A "Change in Control" of the Corporation shall be
deemed to have occurred if:
(a) the shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Corporation outstanding immedialtely prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving or parent entity) 50% or more of the combined voting power of the
voting securities of the Corporation, or such surviving or parent entity,
outstanding immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Corporation (or
similar transaction) in which no "person" (as hereinbelow defined) acquired 50%
or more of the combined voting power of the Corporation's then outstanding
securities; or
(b) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets (or any transaction having a similar effect); or
1
<PAGE>
(c) any "person" (as such term is defined in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended [the "Exchange
Act"]) or group of persons, excluding the Corporation and any of its
subsidiaries, and other than Roberto Kassin or Murray Massry or a group acting
in concert with them, shall have acquired direct or indirect beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Corporation representing 25% or more of the voting power of
the Corporation's then outstanding securities; or
(d) during any one year period, subsequent to the date hereof,
the individuals who at the beginning of such period constitute the Board of
Directors of Corporation or Bank cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Corporation's shareholders, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period.
3. Effect of Agreement Prior to a Change in Control;
Termination of Agreement Prior to a Change in Control.
(a) The Bank's employment rights and obligations with respect
to Officer are not affected by this Agreement prior to the occurrence of any
event which constitutes a Change in Control of the Corporation.
(b) This Agreement shall remain in full force and effect
unless and until:
(i) it is terminated by the written agreement of the
parties hereto; or
(ii) the employment of the Officer with the Bank and
its subsidiaries and affiliates is terminated by the
Officer or by the Bank and its subsidiaries and
affiliates, for any reason, prior to a Change in
Control of the Corporation, in which case this
Agreement shall terminate concurrently with the
termination of employment.
Nothing contained in this Agreement shall be deemed to require or imply any
obligation on the part of the Officer to continue in the employment of the Bank
or any of its subsidiaries or affiliates prior to or following a Change in
Control of the Corporation, or to require or imply any right on the part of the
Officer to continue in the employment of the Bank, the Corporation or any of
their subsidiaries or affiliates prior to a Change in Control of the
Corporation, or to limit in any way the right of the Bank to terminate the
employment of the Officer, with or without cause, at any time prior to a Change
in Control of the Corporation.
4 . Termination Following a Change in Control. Following the occurrence
of any event which constitutes a Change in Control of the Corporation, the
provisions hereinafter set forth shall apply:
(a) Death. If Officer dies prior to Notice of Termination
being given, his rights under this Agreement shall terminate upon his death.
(b) Disability. The Bank may terminate Officer's employment
under this Agreement if, as a result of his incapacity due to accident or
illness, Officer shall have been absent from his duties with the Bank on a full
time basis for 150 consecutive business days and, within 30 days after written
Notice of Termination is given by the Bank, he shall not have returned to the
full time performance of his duties.
(c) Cause. The Bank may terminate Officer's employment under
this Agreement for Cause. For purposes of this Agreement, the Bank shall have
"Cause" to terminate Officer's employment if he:
(i) engages in one or more acts constituting a
felony, or involving fraud or serious moral
turpitude; or
(ii) willfully refuses (except by reason of
incapacity due to accident or illness) to perform
substantially his duties, provided that such refusal
shall have resulted in demonstrable material injury
to the Bank or its affiliates or subsidiaries; or
2
<PAGE>
(iii) willfully engages in gross misconduct
materially injurious to the Bank or its affiliates or
subsidiaries.
For purposes of this Agreement, no act or failure to act on Officer's part shall
be considered "willful" unless done, or omitted to be done, in bad faith and
without reasonable belief that his action or omission was in, or not opposed to,
the best interest of the Bank, its affiliates and subsidiaries.
Notwithstanding the foregoing, Officer shall not be deemed to have been
terminated for Cause unless and until the Bank shall have delivered to him a
copy of a resolution duly adopted by the affirmative vote of a majority of the
entire membership of the Board of Directors of the Bank at a meeting called and
held for that purpose, after reasonable notice to Officer and an opportunity for
him, together with counsel, to be heard before the Board, finding that in the
good faith opinion of the Board he was guilty of conduct set forth above in
subparagraphs (i), (ii) or (iii) of this paragraph, and specifying the
particulars thereof in detail.
If Officer is terminated for Cause while discussions are underway between
Corporation and a potential acquiror or merger partner and those discussions
result in a Change in Control, Officer will be entitled to the termination
benefits provided in Section 5 of this Agreement if it is determined through
arbitration or litigation that Officer was wrongfully discharged. Officer shall
be entitled to reimbursement for all reasonable costs, including attorney's
fees, incurred in successfully challenging such discharge, only if the Officer
is the prevailing party in such action.
(d) Voluntary Termination by the Officer. Officer may
terminate his employment under this Agreement for Good Reason. For purposes of
this Agreement, "Good Reason" shall be deemed to exist under any of the
following circumstances:
(i) Officer has been assigned any duties inconsistent
with his position, duties, responsibilities and
status with the Bank or the Corporation immediately
prior to a Change in Control, or has been assigned
reporting responsibilities of a lesser scope than
those in effect immediately prior to a Change in
Control, or he has been removed from, or not
re-elected to, any of such positions, except in
connection with the termination of his employment for
Cause; or
(ii) the Bank or Corporation has reduced Officer's
base salary as in effect immediately prior to a
Change in Control or as the same may be increased
thereafter from time to time, or has failed to give
him annual salary increases consistent with
performance review ratings as compared with other
employees of the same or similar rank; or
(iii) the Bank or Corporation has required Officer to
be based anywhere other than the Bank's principal
executive offices in Boca Raton, Florida, or such
other location in Florida where Officer was based
immediately prior to a Change in Control, except for
required travel on the Bank's or the Corporation's
business to an extent substantially consistent with
his previous business travel obligations, or in the
event he consents to any such relocation, the Bank
has failed to pay (or reimburse him for) all
reasonable moving expenses incurred; or
3
<PAGE>
(iv) the Bank or Corporation has failed to continue
in effect any benefit, retirement or compensation
plan, thrift and savings plan, stock bonus, stock
option/stock appreciation rights plan, life insurance
plan, health plan, dental plan or disability plan in
which Officer is participating at the time of a
Change in Control of the Corporation (or plans
providing substantially similar benefits), or the
Bank or the Corporation has taken any action which
would adversely affect his participation in or
materially reduce his benefits under any of such
plans or deprive him of any material fringe benefit
or perquisite enjoyed by him at the time of the
Change in Control, or the Bank has failed to provide
him with the number of paid vacation days or sick
days to which he is entitled in accordance with the
Bank's normal vacation or sick pay policies in effect
prior to the Change in Control.
(e) Notice of Termination. Any termination of Officer's
employment shall be communicated by a written Notice of Termination to the other
party to this Agreement specifying the "Termination Date". For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement (if any) relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Officer's employment under the provision so
indicated. The Board resolution adopted pursuant to paragraph (c) above may
constitute Notice of Termination under such provision.
(f) Effect of Agreement on Other Rights. This Agreement shall
not diminish or increase other rights Officer (or his estate, survivors or
heirs) may have under any other contract, employee benefit plan or policy of the
Bank except as expressly provided in this Agreement.
5 . Compensation and Benefits Following Termination. If the Bank should
terminate the employment of the Officer, other than for Disability pursuant to
subparagraph 4(b) hereof or for Cause pursuant to subparagraph 4(c) hereof, or
if Officer should terminate his employment for Good Reason pursuant to
subparagraph 4(d) hereof, during the two-year period following the occurrence of
an event constituting a Change in Control of the Corporation, then the Bank
shall provide Officer the following severance pay and benefits:
(a) Salary through Termination Date. The Bank shall pay
Officer his full base salary through the Termination Date at the monthly rate in
effect at the time that Notice of Termination is given, together with an amount
equal to the product of (x) a fraction, the numerator of which is the number of
days in the year of termination preceding the Termination Date and the
denominator of which is 360, and (y) the greater of the following amounts:
(i) one-third (1/3) of the aggregate bonuses paid or
payable to the Officer during the most recent three
full fiscal years; or
(ii) the total of all bonus payments to which the
Officer would be entitled with respect to the year of
termination, projecting, on an appropriate basis, the
Corporation's actual performance from the beginning
of the applicable performance period or periods
through the end of the month preceding the
Termination Date, to the end of the applicable
performance period or periods, and assuming, where
applicable, that the Officer is entitled to the
maximum award potentially available under the
applicable bonus plans or other arrangements.
(b) Severance Pay. The Bank shall pay Officer monthly
following his Termination Date, for a period of two (2) years, an amount equal
to the sum of Officer's full base salary at the monthly rate in effect at the
time that Notice of Termination is given, plus one-twelfth (1/12) of the greater
of the following amounts:
(i) one-third (1/3) of the aggregate bonuses paid or
payable to the Officer during the most recent three
full fiscal years; or
4
<PAGE>
(ii) the total of all bonus payments to which the
Officer would be entitled with respect to the year of
termination, projecting, on an appropriate basis, the
Corporation's actual performance from the beginning
of the applicable performance period or periods
through the end of the month preceding the
Termination Date, to the end of the applicable
performance period or periods, and assuming, where
applicable, that the Officer is entitled to the
maximum award potentially available under the
applicable bonus plans or other arrangements; or
(iii) the total of all minimum awards potentially
payable, with respect to the year of termination,
under all applicable bonus plans or other
arrangements.
In no event shall the total compensation paid to the Officer upon the
termination of his employment in connection with a Change in Control exceed the
amount permitted by Section 280G of the Internal Revenue Code (as amended).
(c) Insurance Benefits. The Corporation or the Bank, as the
case may be, shall maintain in full force and effect for two years after the
Termination Date all employee life, health, dental, accident, disability,
medical and other employee welfare benefit plans, programs or arrangements,
including participation in the 401(k) program and Corporation match, (other than
benefits under any supplemental retirement plan of the Corporation or the Bank
in which Officer was participating immediately prior to Notice of Termination
being given) provided that his continued participation is possible under the
terms and provisions of such plan, programs and arrangements. In the event that
Officer's participation in any such plan, program or arrangement is barred, the
Bank shall arrange to provide Officer with benefits substantially similar to
those which he would have been entitled to receive under such plan, program or
arrangement if he had remained a participant for such two-year period.
(d) Legal Costs. Other than provided in Section 6, the Bank
shall pay Officer all legal fees and expenses incurred by him as a result of his
termination, including, but not limited to, all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided in this Agreement through legal process
or arbitration, regardless of the outcome, unless the court or the arbitration
panel finds that his claim is totally without merit.
(e) Calculation of Benefits Under Certain Plans. For the
purposes of calculating the amount of severance payable to the Officer following
a Notice of Termination under paragraph (b) of Section 5 of this Agreement, if
at the time a Notice of Termination is given, the Officer has not been employed
by the Bank for a period of time sufficient for the Officer to have been
eligible for a cash bonus under an Annual Incentive Plan as in effect for the
applicable number of years prior to the Notice of Termination, then the Officer
shall be deemed to have earned the maximum bonus award potentially available to
an Officer of the same grade under the Annual Incentive Plan ( based upon the
Officer's current annual base salary) for the applicable year or years prior to
the Notice of Termination for which the Officer was not an employee and
therefore not eligible for a cash bonus under an Annual Incentive Plan.
(f) Disability Benefits. In the event of the Disability of
Officer, Bank shall continue to pay Officer all amount of severance payable
under paragraph (b) of Section 5 of this Agreement. Notwithstanding the above,
any amounts payable hereunder shall be reduced by any amounts paid to the
Officer under any other disability program maintained by Bank or Corporation.
(g) Career Counseling. The Bank shall pay for the cost of
professional career counseling assistance for the Officer in an amount not to
exceed $25,000.00.
(h) Long Term Incentive Programs. All benefits under any long
term incentive programs in which the Officer was entitled to participate,
including, but not limited to, shareholder value plans, stock option plans,
stock awards, or stock bonuses shall be immediately payable by Bank and any
benefit carrying a right to exercise that was not previously exercisable and
vested shall become fully exercisable and vested. The restrictions, deferral
limitations and forfeiture conditions applicable to any other award granted to
Officer shall lapse and such awards shall be deemed fully vested and any
performance conditions imposed with respect to awards shall be deemed to be
fully achieved. For a period of three (3) years following a Change in Control,
the Officer shall have the right to exercise any stock options.
5
<PAGE>
6. Arbitration.
(a) All disputes under this Agreement shall be settled by
arbitration in Boca Raton, Florida, before a single arbitrator pursuant to the
rules of the American Arbitration Association. Arbitration may be commenced at
any time by any party hereto giving written notice to each other party to a
dispute that such dispute has been referred to arbitration under this Section.
The arbitrator shall be selected by the joint agreement of Bank and Officer, but
if they do not so agree within 20 days after the date of the notice referred to
above, the selection shall be made pursuant to the rules from the panels of
arbitrators maintained by such Association. Any award rendered by the arbitrator
shall be conclusive and binding upon the parties hereto and not subject to
appeal; provided, however, that any such award shall be accompanied by a written
opinion of the arbitrator giving the reasons for the award. This provision for
arbitration shall be specifically enforceable by the parties and the decision of
the arbitrator in accordance herewith shall be final and binding and there shall
be no right of appeal therefrom. Each party shall pay its own expenses of
arbitration and the expenses of the arbitrator shall be equally shared;
provided, however, that if in the opinion of the arbitrator any claim for
indemnification or any defense or objection thereto was unreasonable, the
arbitrator may assess, as part of his award, all or any part of the arbitration
expenses of the other party (including reasonable attorneys' fees) and of the
arbitrator against the party raising such unreasonable claim, defense or
objection.
(b) To the extent that arbitration may not be legally
permitted hereunder and the parties to any dispute hereunder may not at the time
of such dispute mutually agree to submit such dispute to arbitration, any party
may commence a civil action in a court of appropriate jurisdiction to solve
disputes hereunder. Nothing contained in this Section shall prevent the parties
from settling any dispute by mutual agreement at any time.
7. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be sufficiently
given if and when mailed in the continental United States by registered or
certified mail or personally delivered to the party entitled thereto at the
address stated below or to such changed address as the addressee may have given
by a similar notice:
If To Officer:
Bradley R. Meredith
2302 NW 25th Way
Boca Raton, FL 33434
If to Bank:
Chief Executive Officer
Pointe Bank
21845 Powerline Road
Boca Raton, Florida 33433
8. Successors; Nonassignability.
6
<PAGE>
(a) Any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Bank, is bound by this Agreement in the same manner and to the
same extent as the Bank and the Corporation if no such succession had taken
place. Failure of any such successor of the Bank and the Corporation to
acknowledge this Agreement upon written request by Officer shall be a breach of
this Agreement and shall entitle Officer, if he thereafter terminates his
employment with the Bank, to compensation from the Bank in the same amount and
on the same terms as he would be entitled to hereunder if he had given Notice of
Termination due to a reduction of his responsibilities pursuant to paragraph (d)
of Section 4 as of the day immediately before such succession became effective
and had specified the day on which he terminates his employment as his
Termination Date. As used in this Agreement, the Bank shall include any
successor to all or substantially all of its business or assets or which
otherwise becomes bound by all the terms and provisions of this Agreement,
whether by the terms hereof, by operation of law or otherwise. Except as
provided in this paragraph, this Agreement shall not be assignable by the Bank.
(b) All rights of Officer under this Agreement shall inure to
the benefit of and be enforceable by his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees if the Bank should terminate his employment other than for Disability
pursuant to subparagraph 4(b) hereof or for Cause pursuant to subparagraph 4(c)
hereof or if Officer should terminate his employment for Good Reason pursuant to
subparagraph 4(d) hereof. If officer should die while any amounts would still be
payable to him and rights available to him hereunder if he had continued to
live, all such amounts, unless otherwise provided, shall be paid and rights
conveyed in accordance with the terms of this Agreement to his devisee, legatee,
or other designee or, if there be no such designee, to his estate.
9. Whole Agreement. This Agreement constitutes the entire understanding
of the parties relating to the subject matter hereof and supersedes all prior
agreements, understandings and representations, whether oral or written,
relating to such subject matter.
10. Separability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
11. Modifications. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Officer and by such officer as may be specifically
designated by the Board of Directors of the Bank. No waiver by either party at
any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.
12. Withholding Taxes. The Bank may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.
13. Governing Law. The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
Florida without giving effect to the principles of conflict of laws thereof.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and
such counterparts will together constitute but one Agreement.
15. Gender. Whenever the masculine is used herein, the same shall
include the feminine and natural and/or artificial persons shall include all
genders whenever and wherever the context so requires or permits.
7
<PAGE>
16. Application of Section 280G of the Internal Revenue Code. It is
the intention of the parties that, in the event of a Change in Control of the
Corporation, the payments under Section 5 shall not constitute "excess parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended, and any regulations promulgated by the Internal Revenue
Service thereunder. In the event that the independent accountants acting as
auditors for the Corporation on the date of the Change in Control (or another
accounting firm designated by them) determine that the payments under Section 5
may constitute "excess parachute payments," the amounts payable pursuant to
Section 5 shall be reduced to the maximum amount that may be paid without
constituting the payments "excess parachute payments." Such determination
pursuant to this Section shall take into account (i) whether the payments under
this Agreement are "parachute payments" within the meaning of Section 280G and,
if so, (ii) the amount of payments under Section 5 that constitutes "reasonable
compensation" within the meaning of Section 280G. Nothing contained in this
Agreement shall prevent the Corporation after a Change in Control from agreeing
to pay the Officer's compensation or benefits in excess of those provided in
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CORPORATION BANK
POINTE FINANCIAL CORPORATION POINTE BANK
BY: /s/ Roberto Kassin BY: /s/ R. Carl Palmer, Jr.
- ---------------------- ---------------------------
Roberto Kassin, Chairman R. Carl Palmer, Jr.
President and Chief Executive Officer
OFFICER
/s/ Bradley R. Meredith.
- ------------------------
Bradley R. Meredith
8
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