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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
-----------------
Commission file number 000-21553
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METROPOLITAN FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1109469
- --------------------------------------- ----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6001 Landerhaven Drive Mayfield Heights, Ohio 44124
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(440) 646-1111
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12(g)of the Act:
Common Stock, without par value
--------------------------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, will not be contained, to 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 aggregated market value of voting stock held by nonaffiliates of the
Registrant as of March 10, 2000 was $7,286,000.
As of March 10, 2000, there were 8,072,777 shares of the Registrant's Common
Stock issued and outstanding.
Documents incorporated by reference:
Portions of the 1999 Annual Report - Parts I and II
Portions of the Proxy Statement for the 2000 Annual Meeting - Part III
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METROPOLITAN FINANCIAL CORP.
1999 FORM 10-K
TABLE OF CONTENTS
PART I
Item 1. Business....................................................................................................... 3
Item 2. Properties..................................................................................................... 27
Item 3. Legal Proceedings.............................................................................................. 27
Item 4. Submission of Matters to a Vote of Security Holders............................................................ 27
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters.......................................... 29
Item 6. Selected Financial Data........................................................................................ 30
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................... 30
Item 7A. Quantitative and Qualitative Disclosures about Market Risk..................................................... 30
Item 8. Financial Statements and Supplementary Data.................................................................... 30
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure........................... 30
PART III
Item 10. Directors and Executive Officers of the Registrant............................................................. 30
Item 11. Executive Compensation......................................................................................... 30
Item 12. Security Ownership of Certain Beneficial Owners and Management................................................. 30
Item 13. Certain Relationships and Related Transactions................................................................. 30
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K .............................................. 31
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PART I
ITEM 1. BUSINESS
GENERAL
Metropolitan Financial Corp. ("Metropolitan") is a savings and loan
holding company that was incorporated in 1972. We are engaged in the principal
business of originating and purchasing mortgage and other loans through our
wholly-owned subsidiary, Metropolitan Bank & Trust Company ("the Bank"). The
Bank is an Ohio chartered stock savings association established in 1958. We
obtain funds for lending and other investment activities primarily from savings
deposits, wholesale borrowings, principal repayments on loans, and the sale of
loans. The activities of Metropolitan at the holding company level are limited
and impact the results of operations primarily through interest expense on a
consolidated basis. Unless otherwise noted, all of the activities discussed
below are of the Bank. Our executive office is located at 6001 Landerhaven
Drive, Mayfield Heights, Ohio 44124.
Robert M. Kaye of Rumson, New Jersey, is Metropolitan's current
majority shareholder. Mr. Kaye acquired Metropolitan in 1987 and remained sole
shareholder until the initial public offering of Metropolitan's Common Stock in
October 1996. Currently, Mr. Kaye owns 75.1% of Metropolitan's outstanding
Common Stock. Mr. Kaye has the ability to decide the outcome of matters
submitted to the shareholders for approval, the ability to elect or remove all
the directors of the Corporation and has ultimate control of the Corporation and
the Bank. In addition, Mr. Kaye is Chairman of the Board and Chief Executive
Officer of the Corporation and the Bank.
At December 31, 1999, we operated 20 full service retail sales offices
in Northeastern Ohio. As of December 31, 1999, we also maintained 8 real estate
loan production offices. As a secondary line of business, we service mortgage
loans for various investors.
At December 31, 1999, we had total assets of $1.6 billion, total
deposits of $1.1 billion and shareholders' equity of $44.9 million. The Federal
Deposit Insurance Corporation insures the deposits of the Bank up to applicable
limits.
At December 31, 1999, we directly or indirectly owned the following
wholly-owned subsidiaries:
ACTIVE SUBSIDIARIES INACTIVE SUBSIDIARIES
- ------------------- ---------------------
- - Metropolitan Bank and Trust Company - MetroCapital Corporation
- - Kimberly Construction Company - Metropolitan Securities Corporation
- - Metropolitan Capital Trust I - Metropolitan Savings Service
- - Metropolitan Capital Trust II Corporation
The Bank changed its name from Metropolitan Savings Bank of Cleveland
to Metropolitan Bank & Trust Company in April 1998. We formed Metropolitan
Capital Trust I during 1998 to facilitate the issuance of cumulative trust
preferred securities. We formed Metropolitan Capital Trust II in 1999 to issue a
second series of trust preferred securities. Kimberly Construction Company's
sole business function is to serve as a principal party to various construction
contracts entered into in connection with the construction of bank premises.
All required disclosures as part of Guide 3 are either included in this
document or Management's Discussion and Analysis of Financial Condition and
Results of Operations and Five Year Summary of Selected Data which are
incorporated by reference.
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LENDING ACTIVITIES
General. Our primary lending activity is the origination and purchase
of mortgage loans secured by multifamily and commercial real estate. We also
originate one- to four-family residential and construction loans, and to a
lesser extent, consumer and business loans.
Loan Portfolio Composition. The following table presents the
composition of our loan portfolio, including loans held for sale, in dollar
amounts and as a percentage of all loans before deductions for loans in process,
deferred fees and discounts and allowance for losses on loans.
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DECEMBER 31,
------------
1999 1998 1997
---- ---- ----
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
(DOLLARS IN THOUSANDS)
REAL ESTATE LOANS:
One- to four-family $ 295,061 23.5% $189,182 17.4% $146,685 19.2%
Multifamily 292,015 23.3 337,412 31.1 194,450 25.4
Commercial 247,455 19.7 228,825 21.1 166,593 21.8
Construction and land 156,112 12.4 137,023 12.6 116,829 15.3
Held for sale 5,866 0.5 9,416 0.9 14,230 1.8
--------- ----- --------- ----- ------- -----
Total real estate loans 996,509 79.4 901,858 83.1 638,787 83.5
CONSUMER LOANS 143,585 11.4 96,115 8.8 68,590 9.0
CONSUMER HELD FOR SALE 852 0.1 5,601 0.5 -- --
BUSINESS AND OTHER LOANS 114,333 9.1 82,317 7.6 57,496 7.5
--------- ----- --------- ----- ------- -----
Total loans 1,255,279 100.0% 1,085,891 100.0% 764,873 100.0%
===== ===== =====
LESS:
Loans in process 56,212 46,001 46,833
Deferred fees, net 4,548 5,013 4,108
Discount (premium) on
loans, net (7,178) (5,320) 425
Allowance for losses on
loans 11,025 6,909 5,622
--------- --------- -------
TOTAL LOANS
RECEIVABLE, NET $1,190,672 $1,033,288 $707,885
========= ========= =======
DECEMBER 31,
------------
1996 1995
---- ----
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(DOLLARS IN THOUSANDS)
REAL ESTATE LOANS:
One- to four-family $114,758 16.8% $76,259 15.0%
Multifamily 276,544 40.3 231,459 45.8
Commercial 135,635 19.8 109,403 21.5
Construction and land 71,697 10.5 48,210 9.5
Held for sale 8,973 1.3 1,504 0.2
------- ----- ------- -----
Total real estate loans 607,607 88.7 466,835 92.0
CONSUMER LOANS 54,180 7.9 32,214 6.3
CONSUMER HELD FOR SALE -- -- -- --
BUSINESS AND OTHER LOANS 23,508 3.4 8,703 1.7
------- ----- ------- -----
Total loans 685,295 100.0% 507,752 100.0%
===== =====
LESS:
Loans in process 31,758 23,373
Deferred fees, net 2,336 1,220
Discount (premium) on
loans, net 560 544
Allowance for losses on
loans 4,175 2,765
------- -------
TOTAL LOANS
RECEIVABLE, NET $646,466 $479,850
======= =======
We had commitments to originate or purchase fixed and adjustable rate
loans of $42.5 million and $78.9 million, respectively, at December 31, 1999. In
addition, we had firm commitments to sell loans of $4.6 million at December 31,
1999.
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The following table presents the composition of our loan portfolio,
including loans held for sale, in dollar amounts and as a percentage of all
loans before deductions for loans in process, deferred fees and discounts and
allowance for losses on loans by fixed and adjustable rates.
DECEMBER 31,
1999 1998 1997
---- ---- ----
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
(DOLLARS IN THOUSANDS)
FIXED RATE LOANS:
Real estate:
One- to four-family $ 112,627 9.0% $ 76,566 7.1% $ 59,058 7.7%
Multifamily 147,820 11.8 194,521 17.9 60,136 7.9
Commercial 129,865 10.3 147,860 13.6 52,390 6.9
Construction and land 16,394 1.3 27,849 2.6 20,854 2.7
Held for sale 5,866 0.5 8,920 0.8 6,294 0.8
--------- ---- --------- ---- ------- ----
Total fixed rate real
estate loans 412,572 32.9 455,716 42.0 198,732 26.0
Consumer 137,678 10.9 93,689 8.6 61,307 8.0
Consumer held for sale 852 0.1 5,601 0.5 -- --
Business and other 46,849 3.7 25,526 2.4 19,575 2.6
--------- ---- --------- ---- ------- ----
Total fixed rate loans 597,951 47.6% 580,532 53.5% 279,614 36.6%
--------- ==== --------- ==== ------- ====
ADJUSTABLE RATE LOANS:
Real estate:
One- to four-family 182,434 14.5% 112,616 10.4% 87,627 11.5%
Multifamily 144,195 11.5 142,891 13.2 134,314 17.6
Commercial 117,590 9.4 80,965 7.5 114,203 14.9
Construction and land 139,718 11.1 109,174 10.0 95,975 12.5
Held for sale -- -- 496 0.0 7,936 1.0
---------- ---- --------- ---- ------- ----
Total adjustable rate
real estate loans 583,937 46.5 446,142 41.1 440,055 57.5
Consumer 5,907 0.5 2,426 0.2 7,283 0.9
Business and other 67,484 5.4 56,791 5.2 37,921 5.0
---------- ---- --------- ---- ------- ----
Total adjustable rate
loans 657,328 52.4% 505,359 46.5% 485,259 63.4%
---------- ==== --------- ==== ------- ====
LESS:
Loans in process 56,212 46,001 46,833
Deferred fees, net 4,548 5,013 4,108
Discount (premium) on
loans, net (7,178) (5,320) 425
Allowance for losses
on loans 11,025 6,909 5,622
--------- --------- -------
TOTAL LOANS
RECEIVABLE, NET $1,190,672 $1,033,288 $707,885
========= ========= =======
1996 1995
---- ----
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
FIXED RATE LOANS:
Real estate:
One- to four-family $ 41,436 6.1% $ 35,042 6.9%
Multifamily 88,529 12.9 71,909 14.2
Commercial 34,726 5.1 17,615 3.5
Construction and land 392 0.0 39 0.0
Held for sale 2,531 0.4 1,504 0.3
------- ---- ------- ----
Total fixed rate real
estate loans 167,614 24.5 126,109 24.9
Consumer 137,678 46,725 6.8 32,214 6.3
Consumer held for sale -- -- -- --
Business and other 5,650 0.8 2,744 0.5
------- ---- ------- ----
Total fixed rate loans 219,989 32.1% 161,067 31.7%
------- ==== ------- ====
ADJUSTABLE RATE LOANS:
Real estate:
One- to four-family 73,322 10.7% 41,217 8.1%
Multifamily 188,015 27.5 159,550 31.4
Commercial 100,909 14.7 91,788 18.1
Construction and land 71,305 10.4 48,171 9.5
Held for sale 6,442 0.9 --
------- --- ------- ----
Total adjustable rate
real estate loans 439,993 64.2 340,726 67.1
Consumer 7,455 1.1 -- --
Business and other 17,858 2.6 5,959 1.2
------- ---- ------- ----
Total adjustable rate
loans 465,306 67.9% 346,685 68.3%
------- ==== ------- ====
LESS:
Loans in process 31,758 23,373
Deferred fees, net 2,336 1,220
Discount (premium) on
loans, net 560 544
Allowance for losses
on loans 4,175 2,765
------- -------
TOTAL LOANS
RECEIVABLE, NET $646,466 $479,850
======= =======
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The following table illustrates the contractual maturity of our loan
portfolio, including loans held for sale at December 31, 1999. The table shows
loans that have adjustable or renegotiable interest rates as maturing in the
period during which the contract is due. The table does not reflect the effects
of possible prepayments, enforcement of due-on-sale clauses, or amortization of
premium, discounts, or deferred loan fees. The table includes demand loans,
loans having no stated maturity and overdraft loans in the due in one year or
less category.
DUE AFTER
ONE YEAR
DUE IN ONE THROUGH DUE AFTER
YEAR OR LESS FIVE YEARS FIVE YEARS TOTAL
------------ ---------- ---------- -----
WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE AVERAGE
AMOUNT RATE AMOUNT RATE AMOUNT RATE AMOUNT RATE
------ ---- ------ ---- ------ ---- ------ ----
(DOLLARS IN THOUSANDS)
REAL ESTATE:
One- to four-family $ 282 6.86% $ 1,415 8.48% $293,364 6.38% $ 295,061 6.39%
Multifamily 70 9.25 2,507 7.87 289,438 8.19 292,015 8.19
Commercial 733 8.53 4,910 9.46 241,812 8.18 247,455 8.21
Construction and land 111,157 8.77 37,949 9.09 7,006 8.75 156,112 8.84
CONSUMER 416 10.72 16,899 9.37 126,270 10.71 143,585 10.55
BUSINESS 36,834 8.95 28,508 8.84 48,991 8.27 114,333 8.63
------- ------ --------- ---------
Total $149,492 8.81% $92,188 9.04% $1,006,881 7.98% $1,248,561 8.16%
======= ====== ========= =========
The total amount of loans due after December 31, 2000 which have fixed
interest rates is $575.1 million. The total amount of loans due after that date
which have floating or adjustable rates is $523.9 million.
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LOAN ORIGINATIONS AND PURCHASES
Our strategy in recent years has been to increase interest-earning
assets primarily by increasing the total loan portfolio if quality loans with
the necessary portfolio characteristics were available. We accomplished this by
increasing origination capacity and emphasizing purchases. The following table
presents our loan origination, purchase, sale and repayment activities for the
periods indicated.
YEAR ENDED DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(IN THOUSANDS)
ORIGINATIONS BY TYPE:
ADJUSTABLE RATE:
Real Estate:
One- to four-family $ 115,866 $ 77,297 $ 28,017
Multifamily 4,515 29,215 12,600
Commercial 36,810 9,350 29,304
Construction and land 124,879 73,125 77,062
Consumer 22,860 18,888 12,719
Business 38,893 8,606 27,058
--------- --------- ---------
Total adjustable rate 343,823 216,481 186,760
--------- --------- ---------
FIXED RATE:
Real Estate:
One- to four-family 158,326 223,846 53,712
Multifamily 29,934 75,626 9,490
Commercial 13,475 84,511 1,300
Construction and land 16,467 16,229 25,333
Consumer 3,518 66,941 17,598
Business 29,493 20,137 15,003
--------- --------- ---------
Total fixed rate 251,213 487,290 122,436
--------- --------- ---------
Total loans originated 595,036 703,771 309,196
--------- --------- ---------
PURCHASES BY TYPE:
ADJUSTABLE RATE:
Real Estate:
One- to four-family -- -- 90
Multifamily 40,908 21,611 19,433
Commercial 3,543 36,458 22,541
Construction and land -- 1,365 347
Consumer -- -- --
--------- --------- ---------
Total adjustable rate 44,451 59,434 42,411
--------- --------- ---------
FIXED RATE:
Real Estate:
One- to four-family 532 1,077 --
Multifamily 53,584 118,434 23,195
Commercial 15,891 70,753 46,729
Construction and land 280 4,072 1,975
Consumer 26,583 23,622 16,900
--------- --------- ---------
Total fixed rate 96,870 217,958 88,799
--------- --------- ---------
Total loans purchased 141,321 277,392 131,210
--------- --------- ---------
SALES:
Real Estate:
One- to four-family (144,446) (233,620) (34,887)
Multifamily (42,776) (6,117) (9,678)
Commercial (9,238) (30,055) (20,782)
Construction and land -- (3,496) (600)
Business -- (559) --
--------- --------- ---------
Total loan sales (196,460) (273,847) (65,947)
--------- --------- ---------
Loans securitized (108,812) (100,710) (98,325)
Principal repayments (261,696) (285,588) (196,556)
--------- --------- ---------
Total reductions (566,968) (660,145) (360,828)
--------- --------- ---------
Increase (decrease) in other items, net (12,005) 4,385 (18,159)
--------- --------- ---------
NET INCREASE $ 157,384 $ 325,403 $ 61,419
========= ========= ---------
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Multifamily Lending. Historically, our largest emphasis has been on
multifamily real estate loans. We originate these loans from our present
customers, contacts within the investor community, and referrals from mortgage
brokers. We have become known for originating multifamily loans in our primary
multifamily lending markets of Ohio, Kentucky, Michigan, Pennsylvania, and New
Jersey. Although we operate full service retail sales offices solely in
Northeast Ohio, we have loan origination offices in Southern Ohio, Western
Pennsylvania, and Southeastern Michigan. We have purchased multifamily loans
from selected banks, particularly in California.
At December 31, 1999, our multifamily loans totaled $292.0 million,
with an average loan size of approximately $478,000. Currently, we emphasize the
origination of multifamily fixed and adjustable loans with principal amounts of
$1.0 million to $6.0 million. Adjustable loans are priced on a one-, three- or
five-year treasury rates with amortization periods of 25 or 30 years. Fixed rate
loans are priced at a spread over the ten-year treasury rate. The loans are
subject to a maximum individual aggregate interest rate adjustment as well as a
maximum aggregate adjustment over the life of the loan (generally 6%).
Typically, the loans have balloon maturities of 10 years. The maximum loan to
value ratio of multifamily residential loans is 75%.
Apartment buildings, generally with less than 75 residential units,
typically secure multifamily loan originations. Our underwriting process
includes a site evaluation and involves an evaluation of the borrower, whether
the borrower is an individual or a group of individuals acting as a separate
entity. We review the financial statements of each of the individual borrowers
and often obtain personal guarantees in an amount equal to the original
principal amount of the loan. In addition, we complete an analysis of debt
service coverage of the property. Debt service coverage requirements are
determined based upon the individual characteristics of each loan. Typically,
these requirements range from a ratio of 1.15:1 to 1.30:1.
At December 31, 1999, $236.8 million or 81.1% of our multifamily loan
portfolio represented loans we purchased from a variety of sources. Prior to
purchasing these loans, we use a similar underwriting process with substantially
the same standards as for our originated loans. In some cases, when we consider
the purchase of a portfolio with a considerable number of moderate balance
loans, we use an independent contract inspector for property inspections. Real
estate in Ohio secures 18.7% of our multifamily loan portfolio. Underlying real
estate for the remaining loans is located primarily in California, Michigan,
Pennsylvania, and New Jersey.
We recognize that multifamily loans generally involve a higher degree
of risk than one- to four-family residential real estate loans. Multifamily
loans involve more risk because they typically involve larger loan balances to
single borrowers or groups of related borrowers. The payment experience on these
loans typically depends upon the successful operation of the related real estate
project and is subject to risks such as excessive vacancy rates or inadequate
rental income levels. In order to manage and reduce these risks, we use strict
underwriting standards in our multifamily residential lending process.
Commercial Real Estate Lending. At December 31, 1999, permanent loans
secured by commercial real estate totaled $247.5 million or 19.7% of our total
portfolio. The average size of these loans was $656,000. Of this amount, we
originated $127.2 million or 51.4% and $120.2 million or 48.6% represented loans
purchased from a variety of sources, predominantly other financial institutions.
We purchase loans secured by commercial real estate generally when
these loans are secured by retail strip shopping centers or office buildings and
the loan yields and other terms meet our requirements. In 1997, we began to
introduce more geographic diversity into the portfolio based on our desire to
acquire high credit quality loans. We believe a certain amount of geographic
diversity is important to reduce the risk of loss due to regional economic
downturns.
We purchase commercial real estate loans secured by strip shopping
centers and small office buildings to supplement our origination of commercial
real estate loans. As a result of customer referrals and mortgage brokers, we
make loans on commercial
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real estate in many states, but predominantly in Ohio, Pennsylvania, Northern
Kentucky, Michigan and California.
We recognize that commercial real estate loans generally involve a
higher degree of risk than the financing of one- to four-family residential real
estate. These loans typically involve larger loan balances to single borrowers
or groups of related borrowers. The payment experience on these loans is
typically dependent upon the successful operation of the related real estate
project and is subject to certain risks including excessive vacancy due to
tenant turnover and inadequate rental income levels. In addition, the
profitability of the business operating in the property may affect the
borrower's ability to make timely payments. In order to manage and reduce these
risks, we focus our commercial real estate lending on existing properties with a
record of satisfactory performance and target retail strip centers and office
buildings with multiple tenants.
The following table presents information as to the locations and types
of properties securing the multifamily and commercial real estate portfolio as
of December 31, 1999. As of such date, we had loans in 44 states. Properties
securing loans in 41 states are aggregated in the table because none of those
states exceed 5.0% of the outstanding principal balance of the total multifamily
and commercial real estate portfolio.
NUMBER
OF LOANS PERCENT PRINCIPAL PERCENT
(DOLLARS IN THOUSANDS)
Ohio:
Apartments 98 10.4% $ 54,656 10.1%
Office buildings 33 3.5 24,147 4.5
Retail centers 17 1.8 11,179 2.1
Other 26 2.7 14,837 2.7
-------- ----- -------- -----
Total 174 18.4 104,819 19.4
-------- ----- -------- -----
California:
Apartments 256 27.1 126,558 23.5
Office buildings 32 3.4 12,488 2.3
Retail centers 63 6.7 32,719 6.1
Other 27 2.8 13,794 2.5
-------- ----- -------- -----
Total 378 40.0 185,559 34.4
-------- ----- -------- -----
Pennsylvania:
Apartments 35 3.7 14,360 2.7
Office buildings 11 1.2 33,740 6.2
Retail centers 4 0.4 13,784 2.6
Other 5 0.5 2,744 0.5
-------- ----- -------- -----
Total 55 5.8 64,628 12.0
-------- ----- -------- -----
Other states:
Apartments 221 23.4 96,441 17.9
Office Buildings 34 3.6 34,474 6.4
Retail centers 39 4.1 26,591 4.9
Other 45 4.7 26,957 5.0
-------- ----- -------- -----
Total 339 35.8 184,463 34.2
-------- ----- -------- -----
946 100.0% $539,469 100.0%
======== ===== ======== =====
The following table presents aggregate information as to the type of
security as of December 31, 1999:
AVERAGE
NUMBER BALANCE
OF LOANS PER LOAN PRINCIPAL PERCENT
(DOLLARS IN THOUSANDS)
Apartments 610 $ 478 $292,015 54.1%
Office buildings 110 953 104,849 19.4
Retail centers 123 685 84,273 15.6
Other 103 566 58,332 10.9
--- -------- -----
Total 946 $ 570 $539,469 100.0%
=== ======== =====
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One- to Four-family Residential Lending. We originate our one- to
four-family residential loans through our full service retail sales offices,
commissioned loan officers, correspondent lenders, our telemarketing department,
or our residential loan origination offices in Ohio and Michigan. We have
focused our one- to four-family residential lending efforts primarily on the
origination of loans secured by first mortgages on owner-occupied residences. As
of December 31, 1999, the one- to four-family residential mortgages totaled
$295.1 million or 23.5% of our loan portfolio.
We emphasize the origination of conventional ARM loans for retention in
our loan portfolio and fixed rate loans suitable for sale in the secondary
market. In addition, we offer fixed rate end loan financing to borrowers
building homes with our approved construction loan builders. We retain only a
limited dollar amount of this fixed rate end loan financing in our portfolio.
Properties located in Northeastern Ohio secure substantially all of the one- to
four-family residential mortgage loans originated for retention in our
portfolio. At December 31, 1999, our fixed rate residential mortgage loan
portfolio totaled $112.6 million, or 9.0%, of our total loan portfolio.
We are presently originating three types of ARM products for our
portfolio. These products offer different features including the index upon
which the interest rate is based and the period for rate adjustment. We
originate ARMs with terms to maturity of up to 30 years. Borrowers are qualified
based upon secondary market requirements.
At December 31, 1999, $4.3 million, or 1.5% of our one- to four-family
residential loan portfolio represented loans we purchased from a variety of
sources. We use an underwriting process with substantially the same standards as
for our originated loans when purchasing these loans.
Construction Lending and Land Development. We originate construction
loans on single family homes to local builders in our primary lending market and
to individual borrowers on owner-occupied properties. We also make loans to
builders for the purchase of fully-improved single family lots and to developers
for the purpose of developing land into single family lots. Our primary market
area for construction lending is in Northeastern Ohio, in the counties of
Cuyahoga, Lake, Geauga, Summit, Medina, Portage, and Lorain. During 1999, we
opened a construction loan office in the high volume Columbus, Ohio market to
originate single family construction loans.
The following table presents the number, amount, and type of properties
securing construction and land development loans at December 31, 1999:
NUMBER OF PRINCIPAL
LOANS BALANCE
----- -------
(DOLLARS IN THOUSANDS)
RESIDENTIAL CONSTRUCTION LOANS:
Owner-occupied 78 $ 21,323
Builder presold 43 10,972
Builder model homes 180 44,843
Builder lines of credit 26 30,809
Lot loans 68 16,194
Development loans 32 24,231
--- -------
Total residential construction loans 427 148,372
NONRESIDENTIAL CONSTRUCTION LOANS:
Multifamily 3 3,175
Commercial 1 447
--- ------
Total nonresidential construction loans 4 3,622
LAND LOANS 6 4,118
--- -------
Total 437 $156,112
=== =======
The risk of loss on a construction loan largely depends upon the
accuracy of the initial estimate of the property's value upon completion of the
project and the
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estimated cost of the project. We review the borrower's financial position and
require a personal guarantee on all builder loans. We base all loans upon the
appraised value of the underlying collateral, as completed.
We establish a maximum loan to value ratio for each type of loan based
upon the contract price, cost estimate or appraised value, whichever is less.
The maximum loan to value ratio by type of construction loan is as follows:
- owner-occupied homes--80%;
- builder presold homes--80%;
- builder models or speculative homes--75%;
- lot loans--75%;
- development loans--75% (development of single-family home lots
for resale to builders); and
- builder lines of credit--75% (development of land for cluster
or condominium projects which will be part of builder line of
credit).
All construction loans that we make to builders are for relatively
short terms (6 to 24 months) and are at an adjustable rate of interest.
Owner-occupied loans are generally fixed rate.
We offer builders lines of credit to build single family homes. We
secure all lines of credit by the homes that are built with the draws under such
credit agreements. Most of the homes built with the line of credit funds are
presold homes. We base draws upon the percentage of completion. At all times, we
retain enough funds to complete the home.
We also originate construction loans on multifamily and commercial real
estate projects where we intend to provide the financing once construction is
complete. We underwrite these loans in a manner similar to our originated and
purchased multifamily residential and commercial real estate loans described
above.
Consumer Lending. The underwriting standards we employ for consumer
loans include a determination of the applicant's payment history on other debts
and an assessment of the applicant's ability to meet existing obligations and
payments on the proposed loan. Although creditworthiness of the applicant is a
primary consideration, the underwriting process also includes a comparison of
the value of the security, if any, in relation to the proposed loan amount.
Consumer loans entail greater risk than residential mortgage loans,
particularly in the case of consumer loans which are unsecured or are secured by
rapidly depreciable assets, such as automobiles. At December 31, 1999, secured
loans comprised $130.3 million or 90.2% of the $144.4 million consumer loan
portfolio. However, even in the case of secured loans, repossessed collateral
for a defaulted consumer loan may not provide an adequate source of repayment of
the outstanding loan balance due to the higher likelihood of damage, loss or
depreciation. In addition, consumer loan collections depends upon the borrower's
continuing financial stability. The application of various federal and state
laws, including bankruptcy and insolvency laws, may limit the amount recovered
on such loans in the event of default.
In order to supplement the growth in the consumer loan portfolio, we
have purchased loans through correspondent lenders and bulk portfolios offered
for sale. At December 31, 1999, purchased consumer loans represented $89.0
million, or 61.6% of the outstanding balance of consumer loans. Second mortgages
on one- to four-family homes, and first liens on automobiles, or manufactured
housing are the primary collateral types for these loans. In 1997, we acquired
two packages of subprime loans totaling $6.3 million. Subprime loans are loans
where the borrower's credit rating is below an A grade. These loans require more
intensive collection techniques. However, the yield is significantly higher to
cover these incremental costs. In 1998, we
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acquired an additional loan package of $5.0 million of subprime loans also
secured by manufactured housing. No additional subprime loans were added to the
portfolio in 1999. Total subprime loans were $4.1 million, or 2.8% of total
consumer loans at December 31, 1999.
At December 31, 1999, our credit card portfolio had an outstanding
balance of $6.7 million with $29.5 million in unused credit lines. Of the
outstanding balance, $2.5 million related to cards we originated and $4.2
million related to credit card relationships we purchased.
Business Lending. We began offering business loans in 1994. At December
31, 1999, we had $114.3 million of business loans outstanding against available
lines of credit totaling $131.1 million. Our business lending activities
encompass loans with a variety of purposes and security, including loans to
finance accounts receivable, inventory and equipment. Generally, our business
lending has been limited to borrowers headquartered, or doing business in, our
retail market area. These loans are generally adjustable interest rate loans at
some margin over the prime interest rate and some are guaranteed by the Small
Business Administration.
The following table sets forth information regarding the number and
amount of our business loans as of December 31, 1999:
OUTSTANDING
NUMBER TOTAL LOAN PRINCIPAL
OF LOANS COMMITMENT BALANCE
-------- ---------- -------
(DOLLARS IN THOUSANDS)
LOANS SECURED BY:
Accounts receivable, inventory and equipment 106 $ 22,900 $ 16,200
Second lien on real estate 5 6,100 5,900
First lien on real estate 151 96,533 87,833
Specific equipment and machinery 12 1,100 1,100
Titled vehicles 23 700 700
Stocks and bonds 1 200 --
Certificates of deposit 12 2,000 1,200
UNSECURED LOANS 21 1,600 1,400
-------- -------- --------
Total 331 $131,133 $114,333
======== ======== ========
Business loans differ from residential mortgage loans. Residential
mortgage loans generally are made on the basis of the borrower's ability to make
repayment from his or her employment and other income and are secured by real
property whose value is more easily ascertainable. Business loans are of higher
risk and typically are made on the basis of the borrower's ability to make
repayment from the cash flow of the borrower's business. As a result, the
availability of funds for the repayment of business loans may depend
substantially upon the success of the business. Furthermore, the collateral
securing the loans may depreciate over time, may be difficult to appraise, and
may fluctuate in value based on the success of the business. We work to reduce
this risk by carefully underwriting business loans.
SECONDARY MARKET ACTIVITIES
In addition to originating loans for our own portfolio, we participate
in secondary mortgage market activities by selling whole loans, as well as
creating mortgage-backed securities, with FannieMae and the FreddieMac.
Secondary market sales allow us to make loans during periods when deposit flows
decline, or are not otherwise available, and at times when customers prefer
loans with long-term fixed interest rates which we choose not to hold in our own
portfolio. Our primary focus in mortgage banking operations is to sell fixed
rate one- to four-family residential mortgage loans.
The secondary market for mortgage loans is comprised of institutional
investors who purchase loans meeting certain underwriting specifications with
respect to loan-to-value ratios, maturities and yields. Subject to market
conditions, we tailor some of our real estate loan programs to meet the
specifications of FreddieMac and FannieMae, two of the largest institutional
investors. We generally retain a portion
13
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of the loan origination fee paid by the borrower and receive annual servicing
fees as compensation for retaining responsibility for and performing the
servicing of all loans sold to institutional investors. See "--Loan Servicing
Activities." The sale of substantially all loans to FreddieMac and FannieMae is
without recourse to us.
The terms and conditions under which such sales are made depend upon,
among other things, the specific requirements of each institutional investor,
the type of loan, the interest rate environment and our relationship with the
institutional investor. In the case of one- to four-family residential loans, we
periodically obtain formal commitments primarily with FreddieMac and FannieMae.
Pursuant to these commitments, FreddieMac or FannieMae is obligated to purchase
a specific dollar amount of whole loans over a specified period. The terms of
the commitments range from ten to sixty days. The pricing varies depending upon
the length of each commitment. We classify loans as held for sale while we are
negotiating the sale of specific loans which meet selected criteria to a
specific investor or after a sale is negotiated but before it is settled.
During the fourth quarter of 1999, we completed the securitization of
$108.8 million of multifamily loans in a program with FannieMae. This program
uses insurance to provide the credit enhancement necessary to achieve a
satisfactory rating. We are servicing the loans as mortgage-backed securities
for FannieMae. We completed a similar securitization of $93.0 million of
multifamily loans in 1997. During the fourth quarter of 1998, we completed the
securitization of $101.0 million of commercial real estate loans with a private
issuer in a non-rated structure. Similar to the other securitization
transactions, we used an insurance policy to assume a portion of the credit
risk. In addition to decreasing loans receivable and increasing mortgage-backed
securities, the securitizations have provided several other benefits, including
the following:
- improvement in the credit risk profile of the Bank's balance
sheet by converting whole loans into mortgage-backed
securities guaranteed by others;
- reduction of the required level of risk-based capital; and
- addition of high quality collateral which can be pledged for
borrowings in the secondary market to fund future loan growth.
We also sell whole loans or participations in multifamily and
commercial real estate loans to private investors and retain the right to
service the loans. We make the majority of our sales of multifamily and
commercial real estate loans under individually negotiated whole loan or
participation sales agreements. These sales are for individual loans or for a
package of loans. During 1999, we sold $52.0 million of multifamily and
commercial real estate participations. The Bank may seek a participant when a
loan would otherwise exceed the loan-to-one borrower limit. We have sold other
loans to manage geographic concentration or interest rate risk.
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LOAN SERVICING ACTIVITIES
At December 31, 1999, our overall servicing portfolio had a value of
$2.3 billion. Of that amount, loans serviced for others totaled $1.7 billion.
The following table summarizes the portfolio by investor and source:
ORIGINATED PURCHASED PORTFOLIO
SERVICING SERVICING SERVICING TOTAL
--------- --------- --------- -----
(DOLLARS IN THOUSANDS)
One- to Four-family:
Metropolitan portfolio -- -- $295,391 $ 295,391
FreddieMac $362,538 $381,039 -- 743,577
FannieMae 48,395 494,062 -- 542,457
Private investors 33,960 6,725 -- 40,685
------- ------- ------- ---------
Total One- to Four-family 444,893 881,826 295,391 1,622,110
------- ------- ------- ---------
Multifamily and Commercial:
Metropolitan portfolio -- -- 386,674 386,674
FreddieMac 1,533 1,578 -- 3,111
FannieMae 108,723 63,329 -- 172,052
Private investors 108,030 24,466 -- 132,496
------- ------- ------- ---------
Total Multifamily and
Commercial 218,286 89,373 386,674 694,333
------- ------- ------- ---------
Total $663,179 $971,199 $682,065 $2,316,443
======= ======= ======= =========
Generally, we service the loans we originate. When we sell loans to an
investor, such as FreddieMac or FannieMae, we generally retain the servicing
rights for the loans. We receive fee income for servicing these sold loans at
various percentages based upon the unpaid principal balances of the loans
serviced. We collect and retain service fees out of monthly mortgage payments.
To further increase our servicing fee income, the Bank has aggressively pursued
purchases of servicing portfolios from other originating institutions. These
purchased servicing portfolios are primarily FreddieMac and FannieMae single
family loans that are secured by homes located within the eastern half of the
nation. At December 31, 1999, the unpaid principal balance of our purchased
servicing portfolio was $971.2 million. The related balance of purchased
mortgage servicing rights was $5.4 million.
Loan servicing functions include collecting and remitting loan
payments, accounting for principal and interest, holding escrow (impound) funds
for payment of taxes and insurance, making rate and payment changes to
contractually adjustable loans, managing loans in payment default, processing
foreclosure and other litigation activities to recover mortgage debts,
conducting property inspections and risk assessment for investment loans and
general administration of loans for the investors to whom they are sold.
LOAN DELINQUENCIES AND NONPERFORMING ASSETS
When a borrower fails to make a required payment on a loan, we begin
work to cure the delinquency by contacting the borrower. In the case of real
estate loans, we send a late notice 15 days after the due date. If the
delinquency is not cured within 30 days of the due date, we contact the borrower
by telephone. We make additional written and verbal contacts with the borrower
between 30 and 90 days after the due date. If the delinquency continues for a
period of 90 days, we usually bring an action to foreclose on the property. If
we foreclose on the property, we sell the property at public auction where we
may be the acquirer. Delinquent consumer loans are handled in a similar manner,
except that we make our initial contact when the payment is 10 days past due. We
bring an action to collect any loan payment that is delinquent for more than 30
days. Our procedures for collection efforts, repossession, and sale of consumer
collateral must comply with various requirements under state and federal
consumer protection laws. In the case of business loans, we monitor payment
activity on a weekly basis. We make telephone contact with any borrower who has
not made their payment by its due date. If a delay in payment continues, we meet
with the borrower. The borrowers' cash flow situation is evaluated
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and a repayment plan instituted. In some situations, we exercise our rights to
collateral or assignment of receivables in order to liquidate the debt.
The following table sets forth information concerning delinquent loans
at December 31, 1999, in dollar amounts and as a percentage of each category of
the loan portfolio. The amounts presented represent the total remaining
principal balances of the related loans, rather than the actual payment amounts
that are overdue.
60-89 DAYS 90 DAYS AND OVER TOTAL DELINQUENT LOANS
---------- ---------------- ----------------------
PERCENT PERCENT PERCENT
OF LOAN OF LOAN OF LOAN
NUMBER AMOUNT CATEGORY NUMBER AMOUNT CATEGORY NUMBER AMOUNT CATEGORY
------ ------ -------- ------ ------ -------- ------ ------ --------
(DOLLARS IN THOUSANDS)
REAL ESTATE
One- to four-family 1 $ 27 0.01% 6 $ 1,183 0.39% 7 $ 1,210 0.40%
Multifamily -- -- -- -- -- -- -- -- --
Commercial 4 2,364 0.96 5 1,696 0.69 9 4,060 1.64
Construction and land 1 129 0.08 1 41 0.03 2 170 0.11
CONSUMER 62 566 0.40 395 4,204 2.91 457 4,770 3.31
BUSINESS 3 1,278 1.12 14 2,257 1.97 17 3,535 3.09
-- ----- --- ----- --- ------
Total 71 $4,364 0.35% 421 $9,381 0.75% 492 $13,745 1.10%
== ===== === ===== === ======
Nonperforming assets include all nonaccrual loans, loans past due
greater than 90 days still accruing, and real estate owned. Interest is not
accrued on loans contractually past due 90 days or more as to interest or
principal payments. In addition, interest is not accrued on loans as to which
payment of principal and interest in full is not expected unless in our judgment
the loan is well secured, and we expect no loss in principal or interest.
When a loan reaches nonaccrual status, we discontinue interest accruals
and reverse prior accruals. The classification of a loan on nonaccrual status
does not necessarily indicate that the principal is uncollectible in whole or in
part. We consider both the adequacy of the collateral and the other resources of
the borrower in determining the steps to take to collect nonaccrual loans. The
final determination as to these steps is made on a case-by-case basis.
Alternatives we consider are commencing foreclosure, collecting on guarantees,
restructuring the loan, or instituting collection lawsuits.
ALLOCATION OF ALLOWANCE FOR LOSSES ON LOANS
We maintain an allowance for losses on loans because some loans may not
be repaid in full. We maintain the allowance at a level we consider adequate to
cover possible losses that are currently anticipated based on past loss
experience, general economic conditions, information about specific borrower
situations, including their financial position and collateral values, and other
factors and estimates which are subject to change over time. While we may
periodically allocate portions of the allowance for specific problem loans, the
whole allowance is available for any loan charge-offs that occur. We charge a
loan against the allowance as a loss when, in our opinion, it is uncollectible.
Despite the charge-off, we continue collection efforts. As a result, future
recoveries may occur.
The following table sets forth an allocation of the allowance for
losses on loans among categories as of December 31 of the years indicated based
on our estimate of probable losses that were currently anticipated based largely
on past loss experience. Since the factors influencing such estimates are
subject to change over time, we believe that any allocation of the allowance for
losses on loans into specific categories lends an appearance of precision which
does not exist. In practice, we use the allowance as a single unallocated
allowance available for all loans. The allowance can also be reallocated among
different loan categories if actual losses differ from expected losses and based
upon changes in our expectation of future losses. The following allocation table
should not be interpreted as an indication of the actual amounts or the relative
proportion of future charges to the allowance.
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DECEMBER 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
PERCENT OF PERCENT OF PERCENT OF PERCENT OF PERCENT OF
LOANS IN LOANS IN LOANS IN LOANS IN LOANS IN
EACH EACH EACH EACH EACH
CATEGORY TO CATEGORY TO CATEGORY TO CATEGORY TO CATEGORY TO
TOTAL TOTAL TOTAL TOTAL TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(DOLLARS IN THOUSANDS)
One-to four-family $ 778 24.0% $ 304 18.3% $ 237 19.8% $ 228 17.1% $ 172 15.2%
Multifamily 904 23.3 648 31.1 482 25.4 1,020 40.8 887 45.8
Commercial real estate 1,281 19.7 1,019 21.1 1,400 23.0 937 20.3 676 21.5
Construction and land 550 12.4 237 12.6 353 15.0 193 10.5 167 9.5
Consumer 3,947 11.5 2,335 9.3 2,132 9.0 1,182 7.9 512 6.3
Business 2,462 9.1 1,675 7.6 456 7.5 197 3.4 74 1.7
Unallocated 1,103 -- 691 -- 562 -- 418 -- 277 --
------ ----- ----- ----- ----- ----- ----- ----- ----- -----
Total $11,025 100.0% $6,909 100.0% $5,622 100.0% $4,175 100.0% $2,765 100.0%
====== ===== ===== ===== ===== ===== ===== ===== ===== =====
With the uncertainties that could adversely affect the overall quality
of the loan portfolio, we consider an adequate allowance for losses on loans
essential. We consider the unallocated allowance adequate to cover losses from
the existing loans that have not demonstrated problems such as late payments,
financial difficulty of the borrower, or deterioration of collateral values. In
our opinion the risks associated with off-balance sheet commitments are
insignificant. Therefore, we have not provided an allowance for these
commitments.
INVESTMENT PORTFOLIO
We maintain our investment portfolio in accordance with policies
adopted by the Board of Directors that consider the regulatory requirements and
restrictions which dictate the type of securities that we can hold. As a member
of the Federal Home Loan Bank System, the Bank is required to hold a minimum
amount of Federal Home Loan Bank stock based upon asset size and mix. As the
Bank grows, management anticipates this investment will increase.
The following table summarizes the amounts and the distribution of securities
held as of the dates indicated:
AT DECEMBER 31,
---------------
1999 1998 1997
---- ---- ----
(DOLLARS IN THOUSANDS)
SECURITIES:
Mutual funds $ 835 $ 2,059 $ 1,706
Tax-exempt bond 14,699 14,817 4,740
Revenue bond 1,180 1,400 --
FreddieMac preferred stock 6,150 7,500 --
FreddieMac note 9,764 9,884 --
FannieMae notes 19,080 -- --
Federal Home Loan Bank stock 10,948 6,054 5,350
------ ------ ------
Total $62,656 $41,714 $11,796
====== ====== ======
OTHER INTEREST-EARNING ASSETS:
Interest-bearing deposits with banks $2,750 $9,275 $1,961
Term repurchase agreements -- -- 6,397
----- ----- -----
Total $2,750 $9,275 $8,358
===== ===== =====
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The following table sets forth the contractual maturities and approximate
weighted average yields of debt securities at December 31, 1999.
DUE IN
------
ONE YEAR FIVE TO MORE THAN
OR LESS TEN YEARS TEN YEARS TOTAL
------- --------- --------- -----
(DOLLARS IN THOUSANDS)
Tax-exempt bond -- $ -- $14,699 $14,699
Revenue bond -- 1,180 -- 1,180
FreddieMac note -- 9,764 -- 9,764
FannieMae notes -- 9,695 9,385 19,080
-- ------ ------ ------
Total -- $20,639 $24,084 $44,723
== ====== ====== ======
Weighted average tax-equivalent yield -- 6.06% 8.92% 7.60%
MORTGAGE-BACKED SECURITIES PORTFOLIO
Mortgage-backed securities offer higher rates than treasury or agency
securities with similar maturities because the timing of the repayment of
principal can vary based on the level of prepayments. However, they offer lower
yields than similar loans because the risk of loss of principal is often
guaranteed by the issuing entity or through mortgage insurance. We acquire
mortgage-backed securities through purchases and securitization of loans from
our portfolio. As rates have risen during 1999, we experienced a decrease in
prepayments on mortgage-backed securities over the level experienced in 1998 and
1997. We classify all mortgage-backed securities as available for sale. The
following table sets forth the fair market value of mortgage-backed securities
portfolio at the dates indicated.
AT DECEMBER 31,
---------------
1999 1998 1997
---- ---- ----
(DOLLARS IN THOUSANDS)
FannieMae pass-through certificates $112,675 $ 61,705 $ 97,146
GNMA pass-through certificates 29,526 5,870 8,037
FreddieMac participation certificates 6,609 13,149 37,714
BPA Commercial Capital L.L.C
mortgage-backed security 92,492 100,995 --
FreddieMac Collateralized Mortgage
Obligation 8,518 8,494 --
FannieMae Collateralized Mortgage
Obligation 5,703 7,868 --
Other 204 214 270
-------- -------- --------
Total $255,727 $198,295 $143,167
======== ======== ========
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The following table sets forth the contractual maturities and
approximate weighted average yields of mortgage-backed securities at December
31, 1999.
DUE IN
------
ONE FIVE
YEAR TO TO TEN OVER
FIVE YEARS YEARS TEN YEARS TOTAL
---------- ----- --------- -----
(DOLLARS IN THOUSANDS)
FannieMae pass-through
certificates $ 3,484 $105,722 $ 3,469 $112,675
GNMA pass-through certificates 46 -- 29,480 29,526
FreddieMac participation
certificates -- -- 6,609 6,609
BPA Commercial Capital L.L.C
Mortgage-backed security -- -- 92,492 92,492
FreddieMac Collateralized
Mortgage Obligation -- -- 8,518 8,518
FannieMae Collateralized
Mortgage Obligation -- -- 5,703 5,703
Other -- -- 204 204
-------- -------- -------- --------
Total mortgage-backed securities $ 3,530 $105,722 $146,475 $255,727
======== ======== ======== ========
Weighted average yield 6.87% 7.20% 6.49% 6.79%
SOURCES OF FUNDS
The Bank's primary sources of funds are deposits, amortization and
repayment of loan principal, borrowings, sales of mortgage loans, sales or
maturities of mortgage-backed securities, securities, and short-term
investments. Deposits are the principal source of funds for lending and
investment purposes. We offer the following types of accounts:
Statement and Checking Accounts. We offer three types of statement
savings accounts, two interest-bearing checking, and one noninterest-bearing
checking account for consumers. We offer three types of statement savings
accounts and one noninterest-bearing checking account for business and
commercial customers.
In connection with loan servicing activities, we maintain custodial
checking accounts for principal and interest payments collected for investors
monthly and for tax and insurance escrow balances.
Certificates of Deposit. We offer fixed rate, fixed term certificates
of deposit. Terms are from seven days to five years. These accounts generally
bear the highest interest rates of any deposit product offered. We review
interest rates offered on certificates of deposit regularly and adjust them
based on cash flow projections and market interest rates.
From time to time, we have accepted certificates of deposit from
out-of-state individuals and entities, predominantly financial institutions.
These deposits typically have balances of $90,000 to $100,000 and have a term of
one year or more. At December 31, 1999, these individuals and entities held
approximately $181.6 million of certificates of deposits, or 16.0% of total
deposits.
In conjunction with certificates of deposit, we also offer Individual
Retirement Accounts.
The following table provides information regarding trends in average
deposits for the periods indicated. The noninterest bearing demand deposit
category includes principal and interest custodial accounts and taxes and
insurance custodial accounts for loans serviced for FreddieMac, FannieMae and
private investors.
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DECEMBER 31,
------------
1999 1998 1997
---- ---- ----
PERCENT PERCENT PERCENT
AVERAGE OF RATE AVERAGE OF RATE AVERAGE OF RATE
AMOUNT TOTAL PAID AMOUNT TOTAL PAID AMOUNT TOTAL PAID
------ ----- ---- ------ ----- ---- ------ ----- ----
(DOLLARS IN THOUSANDS)
Noninterest-bearing
demand deposits $ 64,633 5.6% $ 51,385 6.1% $ 38,837 5.8%
Interest bearing deposits:
Demand deposits 54,538 4.7 2.66% 45,980 5.5 2.75% 39,965 5.9 2.66%
Savings deposits 215,265 18.8 4.21 184,907 21.9 4.54 170,362 25.2 4.56
Time deposits 815,448 70.9 5.50 560,010 66.5 5.87 426,450 63.1 5.93
--------- ----- ------- ----- ------- -----
Total interest-bearing
deposits 1,085,251 94.4 5.09 790,897 93.9 5.38 636,777 94.2 5.36
--------- ----- ------- ----- ------- -----
Total average deposits $1,149,884 100.0% $842,282 100.0% $675,614 100.0%
========= ===== ======= ===== ======= =====
Deposits increased 8.1% to $1.1 billion at December 31, 1999 from a
year earlier. This increase was consistent with the overall growth of the Bank.
The increase was primarily due to a 12.2% increase in time deposits to $808.4
million. During the same period, the Bank experienced overall growth in other
types of savings accounts.
The following table shows rate and maturity information for
certificates of deposit as of December 31, 1999.
PERCENT OF
2.00-4.99% 5.00-5.99% 6.00-6.99% 7.00-8.99% TOTAL TOTAL
---------- ---------- ---------- ---------- ----- -----
(DOLLARS IN THOUSANDS)
CERTIFICATE ACCOUNTS
MATURING IN QUARTER ENDING:
March 31, 2000 $50,474 $114,651 $ 22,918 $ 3,754 $191,797 23.7%
June 30, 2000 31,190 111,878 12,881 33 155,982 19.3
September 30, 2000 11,101 84,130 37,920 8,955 142,106 17.6
December 31, 2000 4,502 77,220 42,590 1,315 125,627 15.5
March 31, 2001 1,287 39,758 26,663 145 67,853 8.4
June 30, 2001 -- 19,944 16,060 -- 36,004 4.4
September 30, 2001 -- 19,216 3,275 -- 22,491 2.8
December 31, 2001 -- 7,883 11,059 -- 18,942 2.3
March 31, 2002 -- 1,315 7,713 -- 9,028 1.1
June 30, 2002 -- 554 5,598 116 6,268 0.8
September 30, 2002 -- 1,058 305 -- 1,363 0.2
December 31, 2002 -- 1,441 1,517 -- 2,958 0.4
Thereafter -- 12,976 13,020 2,020 28,016 3.5
------ ------- ------- ------ ------- -----
Total $98,554 $492,024 $201,519 $16,338 $808,435 100.0%
====== ======= ======= ====== ======= =====
Percent of total 12.2% 60.9% 24.9% 2.0%
The following table shows the remaining maturity for time deposits of
$100,000 or more as of December 31, 1999.
DECEMBER 31, 1999
----------------------
(DOLLARS IN THOUSANDS)
Three months or less $ 37,107
Over three through six months 30,712
Over six through twelve months 55,227
Over twelve months 41,359
-------
Total $164,405
========
In addition to deposits, we rely on borrowed funds. The discussion
below describes our current borrowings.
Subordinated Note Offering. In December 1995, we issued subordinated
notes due January 1, 2005 with an aggregate principal balance of $14.0 million
through a public offering. The interest rate on the notes is 9.625%.
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21
Line of Credit. We have a commercial line of credit agreement with a
commercial bank. The maximum borrowing under the line is $12.0 million. The
balance at December 31, 1999 was $6.0 million. The line matures annually on May
30. During the second quarter, by mutual agreement, the line was extended to May
31, 2000. The interest rate on the line is tied to LIBOR or prime at our option.
All other terms remain unchanged. As collateral for the loan, our largest
shareholder, Robert Kaye, has agreed to pledge a portion of his shares of Common
Stock of Metropolitan in an amount at least equal in value to 200% of any
outstanding balance.
Commercial bank repurchase agreement. In November, 1999, the Bank
entered into a repurchase agreement involving a transaction which allows a line
of credit for use by the Bank. The agreement reprices monthly based on LIBOR.
The agreement allows commercial loans securitized by Metropolitan to be used as
collateral. The balance of this line at December 31, 1999 was $55.0 million.
This repurchase agreement was secured by a pledge of mortgage-backed securities
with a book value of $93 million.
Federal Home Loan Bank Advances. The Federal Home Loan Bank makes funds
available for housing finance to eligible financial institutions like the Bank.
We collateralize advances by any combination of the following assets: one- to
four-family first mortgage loans, multifamily loans, investment securities,
mortgage-backed securities, and Federal Home Loan Bank stock. The aggregate
balance of assets pledged as collateral for Federal Home Loan Bank advances at
December 31, 1999 was $363 million.
Reverse Repurchase Agreements. From time to time, the Bank borrows
funds by using its investment or mortgage-backed securities to issue reverse
repurchase agreements. The aggregate balance of mortgage-backed securities
pledged as collateral for reverse repurchase agreements at December 31, 1999 was
$118 million.
The following table shows the maximum month-end balance, the average
balance, and the ending balance of borrowings during the periods indicated.
YEAR ENDED DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN THOUSANDS)
MAXIMUM MONTH-END BALANCE:
FHLB advances $205,352 $119,000 $73,700
1993 subordinated notes -- 4,874 4,874
1995 subordinated notes 14,000 14,000 14,000
Commercial bank repurchase agreement 55,000 -- --
Commercial bank line of credit 12,000 8,000 4,000
Reverse repurchase agreements 88,380 97,983 74,496
AVERAGE BALANCE:
FHLB advances $140,001 $65,714 $59,325
1993 subordinated notes -- 1,999 4,874
1995 subordinated notes 14,000 14,000 14,000
Commercial bank repurchase agreement 7,708 -- --
Commercial bank line of credit 7,891 2,147 114
Reverse repurchase agreements 81,507 70,368 38,843
ENDING BALANCE:
FHLB advances $205,352 $111,236 $41,000
1993 subordinated notes -- -- 4,874
1995 subordinated notes 14,000 14,000 14,000
Commercial bank repurchase agreement 55,000 -- --
Commercial bank line of credit 6,000 8,000 1,500
Reverse repurchase agreements 80,044 82,250 74,496
21
22
The following table provides the interest rates which includes
amortization of issuance costs of borrowings during the periods indicated.
WEIGHTED AVERAGE INTEREST RATE:
FHLB advances 5.60% 5.68% 5.65%
1993 subordinated notes -- 10.47 10.47
1995 subordinated notes 10.48 10.48 10.48
Commercial bank repurchase agreement 7.34 -- --
Commercial bank line of credit 7.96 8.49 8.98
Reverse repurchase agreements 5.60 5.66 5.73
GUARANTEED PREFERRED BENEFICIAL INTERESTS IN THE CORPORATION'S JUNIOR
SUBORDINATED DEBENTURES
ISSUING NASDAQ DATE OF LIQUIDATION SHARES PRINCIPAL
ENTITY SYMBOL ISSUANCE VALUE ISSUED MATURITY BALANCE
------ ------ -------- ----- ------ -------- -------
Metropolitan Capital Trust I METFP April 27, 1998 $10.00 2,775,000 June 30, 2028 $27,750,000
Metropolitan Capital Trust II METFO May 14, 1999 $10.00 1,600,000 June 30, 2029 $16,000,000
COMPETITION
The Bank faces strong competition both in originating real estate and
other loans and in attracting deposits. Competition in originating real estate
loans comes primarily from other savings institutions, commercial banks,
mortgage companies, credit unions, finance companies, and insurance companies.
The Bank attracts its deposits through its retail sales offices,
primarily from the communities in which those retail sales offices are located.
Therefore, competition for those deposits is principally from other savings
institutions, commercial banks, credit unions, mutual funds, and brokerage
companies located in the same communities.
EMPLOYEES
At December 31, 1999, we had a total of 427 employees, including
part-time and seasonal employees. Our employees are not represented by any
collective bargaining group. Management considers its employee relations to be
excellent.
ADDITIONAL INFORMATION INCORPORATED BY REFERENCE
Additional information required by Guide 3 is included in Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Five Year Summary of Selected Data of the Annual Report.
REGULATION AND SUPERVISION
INTRODUCTION
Metropolitan is a savings and loan holding company within the meaning
of the Home Owners' Loan Act. As a savings and loan holding company, we are
subject to the regulations, examination, supervision, and reporting requirements
of the Office of Thrift Supervision. The Bank, an Ohio-chartered savings and
loan association, is a member of the Federal Home Loan Bank System. Its deposits
are insured by the Federal Deposit Insurance Corporation through the Savings
Association Insurance Fund. The Bank is subject to examination and regulation by
the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, and
the Ohio Division of Financial Institutions. The Bank must comply with
regulations regarding matters such as capital standards, mergers, establishment
of branch offices, subsidiary investments and activities, and general investment
authority.
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23
METROPOLITAN
As a savings and loan holding company, we are subject to restrictions
relating to our activities and investments. Among other things, we are generally
prohibited, either directly or indirectly, from acquiring control of any other
savings association or savings and loan holding company, without prior approval
of the Office of Thrift Supervision, and from acquiring more than 5% of the
voting stock of any savings association or savings and loan holding company
which is not a subsidiary. Similarly, a person must obtain Office of Thrift
Supervision approval prior to that person's acquiring control of the Bank or
Metropolitan.
THE BANK
General. The Office of Thrift Supervision has enforcement authority
over all savings associations. This enforcement authority includes the ability
to impose penalties for and to seek correction of violations of laws and
regulations and unsafe or unsound practices.
As a lender and a financial institution, the Bank is subject to various
regulations promulgated by the Federal Reserve Board including, without
limitation, Regulation B (Equal Credit Opportunity), Regulation D (Reserves),
Regulation E (Electronic Fund Transfers), Regulation F (Interbank Liabilities),
Regulation Z (Truth in Lending), Regulation CC (Availability of Funds), and
Regulation DD (Truth in Savings). As lenders of loans secured by real property,
and as owners of real property, financial institutions, including the Bank, are
subject to compliance with various statutes and regulations applicable to
property owners generally.
Insurance of Accounts and Regulation by the Federal Deposit Insurance
Corporation. The Bank is a member of the Savings Association Insurance Fund,
which is administered by the Federal Deposit Insurance Corporation. The Federal
Deposit Insurance Corporation insures deposits up to applicable limits and the
full faith and credit of the United States Government back such insurance. As
insurer, the Federal Deposit Insurance Corporation imposes deposit insurance
premiums and conducts examinations of and requires reporting by Federal Deposit
Insurance Corporation-insured institutions.
The Deposit Insurance Funds Act of 1996 required the merger of the Bank
Insurance Fund and Savings Association Insurance Fund into a single insurance by
January 1, 1999 assuming certain pre-conditions. Those pre-conditions were not
met and a timetable for the merger has not been established. In connection with
this merger, Savings Association Insurance Fund-insured institutions could be
forced to convert to state bank charters or national bank charters. If that
proposal became law, Metropolitan would become a bank holding company. As a
result, Metropolitan would be subject to regulation by the Federal Reserve Board
which impose capital requirements on bank holding companies.
Regulatory Capital Requirements. The capital regulations of the Office
of Thrift Supervision establish a "leverage limit," a "tangible capital
requirement," and a "risk-based capital requirement." In addition, the Office of
Thrift Supervision may establish, on a case by case basis, individual minimum
capital requirements for a savings association which vary from the requirements
that would otherwise apply under the Capital Regulations. The Office of Thrift
Supervision has not established an individual minimum capital requirements for
the Bank.
The leverage limit currently requires a savings association to maintain
"core capital" of not less than 3% of adjusted total assets. The Office of
Thrift Supervision has taken the position, however, that the prompt corrective
action regulation has effectively raised the leverage ratio requirement for all
but the most highly-rated institutions. The leverage ratio has in effect
increased to 4% since an institution is "undercapitalized" if, among other
things, its leverage ratio is less than 4%.
The tangible capital requirement requires a savings association to
maintain "tangible capital" in an amount not less than 1.5% of adjusted total
assets.
23
24
The risk-based capital requirement generally provides that a savings
association must maintain total capital in an amount at least equal to 8.0% of
its risk-weighted assets. The risk-based capital regulations are similar to
those applicable to national banks. The regulations assign each asset and
certain off-balance sheet assets held by a savings association to one of four
risk-weighting categories, based upon the degree of credit risk associated with
the particular type of asset.
At December 31, 1999, the Bank complied with each of the tangible
capital, the core capital, and the risk-based capital requirements. The
following table presents the Bank's regulatory capital position at December 31,
1999.
PERCENT
OF ASSETS
AS DEFINED
FOR EACH
AMOUNT CAPITAL TEST
------ ------------
(DOLLARS IN THOUSANDS)
Tangible capital $105,573 6.56%
Tangible capital requirement 24,132 1.50
------- ----
Excess $ 81,441 5.06%
======= ====
Core capital $105,653 6.57%
Core capital requirement 64,355 4.00
------- ----
Excess $ 41,298 2.57%
======= ====
Risk-based capital $113,840 9.25%
Risk-based capital requirement 98,484 8.00
------- ----
Excess $ 15,356 1.25%
======= ====
The Bank is also subject to the capital adequacy requirements under the
Federal Deposit Insurance Corporation Investment Act of 1991. The additional
capital adequacy ratio imposed under Federal Deposit Insurance Corporation
Investment Act is the Tier 1 capital to risk adjusted assets ratio. This ratio
must be at least 6.0% for a "well capitalized" institution. At December 31,
1999, the Tier 1 risk-based capital ratio of the Bank was 8.58%.
Prompt Corrective Action. Banks and savings associations are classified
into one of five categories based upon capital adequacy, ranging from
"well-capitalized" to "critically undercapitalized." Generally, the regulations
require the appropriate federal banking agency to take prompt corrective action
with respect to an institution which becomes "undercapitalized" and to take
additional actions if the institution becomes "significantly undercapitalized"
or "critically undercapitalized." Based on these requirements, the Bank is an
"adequately capitalized" institution.
The appropriate federal banking agency has the authority to reclassify
a well-capitalized institution as adequately capitalized. In addition, the
agency may treat an adequately capitalized or undercapitalized institution as if
it were in the next lower capital category, if the agency determines, after
notice and an opportunity for a hearing, that the institution is in an unsafe or
unsound condition or that the institution has received and not corrected a
less-than-satisfactory rating for any of the categories of asset quality,
management, earnings, or liquidity in its most recent examination. As a result
of such reclassification or determination, the appropriate federal banking
agency may require an adequately capitalized or under-capitalized institution to
comply with mandatory and discretionary supervisory actions.
Restrictions on Dividends and Other Capital Distributions. Savings
association subsidiaries of holding companies generally are required to provide
their Office of Thrift Supervision Regional Director not less than thirty days'
advance notice of any proposed declaration of a dividend on the association's
stock. Any dividend declared within the notice period, or without giving the
prescribed notice, is invalid. In some circumstances, an association may be
required to provide their Office of Thrift
24
25
Supervision regional director with an application for a proposed declaration of
a dividend on the association's stock.
The Office of Thrift Supervision regulations impose limitations upon
certain "capital distributions" by savings associations. These distributions
include cash dividends, payments to repurchase or otherwise acquire an
association's shares, payments to shareholders of another institution in a
cash-out merger, and other distributions charged against capital.
In addition, the Office of Thrift Supervision retains the authority to
prohibit any capital distribution otherwise authorized under the regulation if
the Office of Thrift Supervision determines that the capital distribution would
constitute an unsafe or unsound practice.
The Gramm-Leach-Bliley Act, or Financial Services Moderization Act,
became law in November of 1999. This law includes significant changes in the
way financial institutions are regulated and types of financial business
they may engage in. Among other things the law provides for:
- facilitation of affiliations among banks, securities firms and
insurance companies;
- changes in the regulation of securities activities by banks;
- changes in the regulation of insurance activities by banks;
- elimination of the creation of new unitary thrift holding
companies;
- new regulation of the use and privacy of customer information
by banks; and
- modernization of the Federal Home Loan Bank system.
The changes in this law take effect at various times ranging from immediately
to eighteen months after the Act became law. Generally, the law provides
opportunities for new products and new affiliations with other financial
services providers. It will not restrict us from any activities we are
currently engaging in.
Liquidity. Federal regulations currently require savings
associations to maintain, for each calendar month, an average daily balance of
liquid assets equal to at least 4% of the ending or average daily balance of
deposit accounts with maturities less than a year and short-term borrowings with
maturities less than a year. Liquid assets include cash, certain time deposits,
bankers' acceptances, and specified United States Government, state or federal
agency obligations. From time to time, the Office of Thrift Supervision may
change this liquidity requirement to an amount within a range of 4% to 10% of
such accounts and borrowings depending upon economic conditions and the deposit
flows of savings associations. The Office of Thrift Supervision may impose
monetary penalties for failure to meet liquidity ratio requirements. At December
31, 1999, the liquidity ratio of the Bank was 8.75%.
Qualified Thrift Lender Test. Pursuant to the Qualified Thrift Lender
test, a savings institution must invest at least 65% of its portfolio assets in
qualified thrift investments on a monthly average basis on a rolling 12-month
look-back basis. Portfolio assets are an institution's total assets less
goodwill and other intangible assets, the institution's business property, and a
limited amount of the institution's liquid assets.
A savings association's failure to remain a Qualified Thrift Lender may
result in: a) limitations on new investments and activities; b) imposition of
branching restrictions; c) loss of Federal Home Loan Bank borrowing privileges;
and d) limitations on the payment of dividends. The qualified thrift investments
of the Bank were in excess of 65.1% of its portfolio assets as of December 31,
1999.
Ohio Regulation. As a savings and loan association organized under the
laws of the State of Ohio, the Bank is subject to regulation by the Ohio
Division of
25
26
Financial Institutions. Regulation by the Ohio Division of Financial
Institutions affects the internal organization of the Bank as well as its
savings, mortgage lending, and other investment activities. Periodic
examinations by the Ohio Division of Financial Institutions are usually
conducted on a joint basis with the Office of Thrift Supervision. Ohio law
requires the Bank to maintain federal deposit insurance as a condition of doing
business.
Under Ohio law and regulations, an Ohio association may invest in loans
and interests in loans, secured or unsecured, of any type or amount for any
purpose, subject to certain requirements. In addition, certain restrictions are
placed on the limit to which certain investments may be made.
Ohio has adopted a statutory limitation on the acquisition of control
of an Ohio savings and loan association which requires the written approval of
the Division prior to the acquisition by any person or entity of a controlling
interest in an Ohio association. In addition, Ohio law requires prior written
approval of the Ohio Division of Financial Institution of a merger of an Ohio
association with another savings and loan association or a holding company
affiliate.
FEDERAL AND STATE TAXATION
The following discussion of tax matters is only a summary and does not
purport to be a comprehensive description of the tax rules applicable to
Metropolitan or the Bank.
Metropolitan, the Bank and other includable subsidiaries file
consolidated federal income tax returns on a December 31 calendar year basis
using the accrual method of accounting. The Internal Revenue Service has audited
Metropolitan, the Bank and other includable subsidiaries through December 31,
1994.
In addition to the regular income tax, corporations, including savings
associations such as the Bank, generally are subject to an alternative minimum
tax. An alternative minimum tax is imposed at a tax rate of 20% on alternative
minimum taxable income ("AMTI"), which is the sum of a corporation's regular
taxable income with certain adjustments and tax preference items, less any
available exemption. Adjustments and preferences include depreciation deductions
in excess of those allowable for alternative minimum tax purposes, tax-exempt
interest on most private activity bonds issued after August 7, 1986 (reduced by
any related interest expense disallowed for regular tax purposes), and, for 1990
and succeeding years, 75% of the difference (positive or negative) between
adjusted current earnings ("ACE") and AMTI. Any ACE reductions to AMTI are
limited to prior aggregate ACE increases to AMTI. ACE equals pre-adjustment AMTI
increased or decreased by certain ACE adjustments and determined without regard
to the ACE adjustment and the alternative tax net operating loss. The
alternative minimum tax is imposed to the extent it exceeds the corporation's
regular income tax, and alternative tax net operating losses can offset no more
than 90% of AMTI. The payment of alternative minimum tax will give rise to a
minimum tax credit which will be available with an indefinite carry forward
period to reduce federal income taxes in future years (but not below the level
of alternative minimum tax arising in each of the carry forward years).
The Bank is subject to the Ohio corporate franchise tax. As a financial
institution, the Bank computes its franchise tax based on its net worth. Under
this method, the Bank will compute its Ohio corporate franchise tax by
multiplying its net worth (as determined under generally accepted accounting
principles) as specifically adjusted pursuant to Ohio law, by the applicable tax
rate, which is currently 1.3%. As an Ohio-chartered savings and loan
association, the Bank also receives a credit against the franchise tax for a
portion of the state supervisory fees paid by it.
At the present time, Metropolitan, at the holding company level, does
not have a liability for the net worth portion of the franchise tax as it
satisfies the requirements to be treated as a qualified holding company. In
addition, there is no liability on the net income portion of the tax as the
holding company has historically operated at a net loss on a stand alone basis.
26
27
ITEM 2. PROPERTIES
Our executive office is leased under an agreement that extends through
December 31, 2000. It is located at 6001 Landerhaven Drive, Mayfield Heights,
Ohio 44124. We have purchased land and started construction on a new corporate
headquarters in Highland Hills, Ohio. Construction is expected to be completed
during 2000, with occupancy scheduled for the fourth quarter. We operate
twenty-two retail sales offices. We lease ten of these locations under long-term
lease agreements with various parties. We own the other twelve branches, located
in Aurora, Beachwood, Cleveland Heights, Hudson, Macedonia, Mayfield Heights,
Medina, Montrose, Stow, Twinsburg, Willoughby Hills, and Willoughby, Ohio. In
addition, we own land in Solon, Brunswick, and Auburn, Ohio and we plan to use
these sites for future full service retail offices. The Bank currently leases
office space for its residential and construction loan production offices in
Akron, Ashland, Columbus, North Canton, North Olmsted and Worthington, Ohio, and
Farmington Hills, Michigan. We also have commercial real estate loan origination
offices in Cincinnati, Ohio, Grosse Pointe, Michigan, and Pittsburgh,
Pennsylvania.
ITEM 3. LEGAL PROCEEDINGS
The Bank is involved in various legal proceedings incidental to the
conduct of its business. We do not expect that any of these proceedings will
have a material adverse effect on our financial position or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of shareholders of the Corporation
during the fourth quarter of the fiscal year covered by this Report, through the
solicitation of proxies or otherwise.
27
28
EXECUTIVE OFFICERS OF THE COMPANY
(Included pursuant to Instruction 3 to paragraph (b) of Item 401 of Regulation
S-K)
The executive officers of the Company as of March 1, 2000, unless otherwise
indicated, were as follows:
NAME BUSINESS EXPERIENCE
Positions held with
Metropolitan and the
Bank
ROBERT M. KAYE Mr. Kaye has served as Chairman and Chief Executive Officer
Age 63 of Metropolitan and the Bank since 1987. He has also served
as President of Planned Residential Communities, Inc. since
1960. Planned Residential Communities, Inc. is actively
Chairman and Chief engaged in every aspect of multifamily housing from new
Executive Officer, construction and rehabilitation to acquisition and
and a Director of management. Mr. Kaye serves as a member of the Board of
Metropolitan Directors of Community Executive Officer, and a Director
Bank of New Jersey. He has also been a member of the
Chairman and Chief Corporate Council of the of Cleveland Museum of Art since
Executive Officer, its inception in 1993 and has been a member of the
and a Director of Metropolitan Board of Trustees of the College of New Jersey
the Bank since 1980 and of The Peddie School since 1988.
KENNETH T. KOEHLER Mr. Koehler joined Metropolitan in January 1999 as Executive
Age 54 Vice President. He has served as President and Chief
Operating Officer since October 1999. Previously, Mr.
President Koehler served as President and Chief Executive Officer of
And Director United Heritage Bank, Edison, NJ, a community Bank
Of Metropolitan (1998-1999); and President and Chief Executive Officer of
Golden City Commercial Bank, New York, NY, a community bank
President, Director, (1994-1998). He has also served as a director of Cumberland
and Chief Operating Farms/Gulf Oil Company, and as a trustee of Providence
Officer of the Bank Performing Arts Association and Catholic Charities Annual
Appeal, Diocese of RI.
MALVIN E. BANK Mr. Bank has been the Secretary, Assistant Treasurer and a
Age 69 Director of Metropolitan and Secretary and Director of the
Bank for more than five years. Mr. Bank is General Counsel
Director, Secretary of the Cleveland Foundation, a community foundation. Mr.
and Assistant Bank also serves as a Director of Oglebay Norton Company.
Treasurer of Mr. Bank also serves as a Trustee of Case Western Reserve
Metropolitan University, The Holden Arboretum, Chagrin River Land
Conservancy, Cleveland Center for Research in Child
Director, Secretary Development, Hanna Perkins School, and numerous other civic
and Assistant and charitable organizations and foundations.
Treasurer of
the Bank
28
29
DAVID P. MILLER Mr. Miller has served as a Director of Metropolitan and the
Age 67 Bank since 1992. Mr. Miller has also held the positions of
Treasurer and Assistant Secretary of Metropolitan. Since
Director, Treasurer 1986, Mr. Miller has been the Chairman and Chief Executive
And Assistant Officer of Columbia National Group, Inc., a Cleveland-based
Secretary of scrap and waste materials wholesaler and steel manufacturer.
Metropolitan He is currently commissioner of the Ohio Lottery.
Director of the Bank
DONALD F. SMITH Mr. Smith became Executive Vice President and Chief
Age 51 Financial Officer of the Bank on January 1, 2000. Mr. Smith
was previously Senior Vice President and Chief Financial
Executive Vice Officer of Steris Corporation (1999) and a Partner in the
President and Chief accounting firm of Ernst & Young LLP and its predecessor
Financial Officer of from 1984 to 1999. Mr. Smith is on the Board of Directors of
the Bank Junior Achievement of Greater Cleveland and Lake County
YMCA.
PATRICK W. BEVACK Mr. Bevack has been Executive Vice President of the Bank
Age 53 since May 1992. Mr. Bevack became Treasurer and Assistant
Secretary of the bank in 1993. Prior to joining
Executive Vice Metropolitan, Mr. Bevack was Executive Vice President of
President of the Bank TransOhio Savings Bank.
All executive officers serve at the pleasure of the Board of Directors, with no
fixed term of office.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Metropolitan's Common Stock, no par value, the only outstanding class
of equity securities of Metropolitan, is traded on the Nasdaq National Market
System. There are 10,000,000 shares of Common Stock authorized and 8,063,744
shares issued and outstanding. The first day of trading in the Corporation's
Common Stock was October 29, 1996. Detailed in the following table is the
quarterly high and low price for the Corporation's Common Stock during 1999 and
1998(adjusted for a two-for-one split completed in the fourth quarter of fiscal
1997 and the 10% stock dividend in the fourth quarter 1998):
High Low
---- ---
First quarter 1998 $ 17.16 $ 13.64
Second quarter 1998 15.46 13.18
Third quarter 1998 13.75 8.64
Fourth quarter 1998 12.00 8.18
First quarter 1999 11.50 8.38
Second quarter 1999 9.25 7.00
Third quarter 1999 7.88 6.13
Fourth quarter 1999 7.00 4.50
29
30
Metropolitan paid no dividends during the past three years and has no
intention of paying dividends in the foreseeable future. The Indenture dated as
of December 1, 1995 between the Corporation and Bank of New York covering the
1995 Subordinated Notes and the Commercial Bank Line of Credit Agreement
prohibit the Corporation from paying a dividend or other distribution on its
equity securities unless the Corporation's ratio of tangible equity to total
assets exceeds 7%.
At March 10, 2000, there were approximately 1,265 record holders of
common stock. Robert M. Kaye, previously the sole shareholder, controlled
6,062,839.45 shares or 75.1% of the amount outstanding on this date.
ITEM 6. SELECTED FINANCIAL DATA
Information in response to this item is set forth in the sections
captioned "FIVE YEAR SUMMARY OF SELECTED DATA" on pages 9 and 10 of the
Corporation's 1999 Annual Report to Shareholders which is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information in response to this item is set forth in the section
captioned "MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION" on pages 11 through 25 of the Corporation's 1999 Annual
Report to Shareholders which is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information in response to this item is set forth in the section
captioned "Quantitative and Qualitative Disclosures About Market Risk" on pages
22 through 25 of the Corporation's 1999 Annual Report to Shareholders which are
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements together with the report thereon
of Crowe, Chizek and Company LLP, dated February 25, 2000, appearing on pages 26
through 55 of the Corporation's 1999 Annual Report to Shareholders under the
sections captioned "REPORT OF INDEPENDENT AUDITORS", "CONSOLIDATED STATEMENTS OF
FINANCIAL CONDITION, OPERATIONS, SHAREHOLDERS' EQUITY, AND CASH FLOWS AND NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS", are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
Information in this Part III required by Item 10 ("Directors and Executive
Officers of the Company"), Item 11 ("Executive Compensation"), Item 12
("Security Ownership of Certain Beneficial Owners and Management"), and Item 13
("Certain Relationships and Related Transactions") is incorporated herein by
reference to the information contained in the Proxy Statement, dated March 27,
2000 and filed on that date in connection with the Company's 2000 Annual Meeting
of Shareholders. Information
30
31
concerning executive officers of the Company also required by Item 10 is
contained in Part I of this report under the heading "Executive Officers of the
Company."
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) Exhibits, financial statements, and financial statement schedules.
-----------------------------------------------------------------
1.Financial statements Page No.*
-------------------- ---------
Report of Independent Auditors 27
Consolidated Statements of Financial Condition 28
Consolidated Statements of Operations 29
Consolidated Statements of Changes in Shareholders' Equity 30
Consolidated Statements of Cash Flows 31
Notes to Consolidated Financial Statements 33
2. Financial Statement Schedules
-----------------------------
Parent Company Financial Statements 52
* Incorporated by reference from the indicated page of the Corporation's 1999
Annual Report to Shareholders filed as Exhibit 13 to this Form 10-K.
31
32
3. Exhibits
--------
EXHIBIT
NO. DESCRIPTION
--- -----------
3.1 Amended and Restated Articles of Incorporation of Metropolitan (filed
as Exhibit 2 to the Corporation's Form 8-A, filed October 15, 1996 and
incorporated herein by reference).
3.2 Amended and Restated Code of Regulations of Metropolitan (filed as
Exhibit 3.2 to Metropolitan's Registration Statement on Form S-1, filed
February 26, 1999 and incorporated herein by reference).
4.1 Indenture, dated as of April 30, 1998, of the Corporation relating to
the 8.60% Junior Subordinated Debentures due June 30, 2028 (filed as
Exhibit 4.1 to the Corporation's Form 10-Q, filed May 15, 1998 and
incorporated herein by reference).
4.2 Amended and Restated Trust Agreement, dated as of April 30, 1998, of
Metropolitan Capital Trust I (filed as Exhibit 4.2 to the Corporation's
Form 10-Q, filed May 15, 1998 and incorporated herein by reference).
4.3 Guarantee of the Corporation relating to the Trust Preferred Securities
dates April 30, 1998 (filed as Exhibit 4.3 to the Corporation's Form
10-Q, filed May 15, 1998 and incorporated herein by reference).
4.4 Agreement as to Expenses and Liabilities, dated as of April 30, 1998
(filed as Exhibit 4.4 to the Corporation's Form 10-Q, filed May 15,
1998 and incorporated herein by reference).
4.5 Indenture, dated as of May 14, 1999, of the Corporation relating to the
9.50% Junior Subordinated Debentures due June 30, 2029 (filed as
Exhibit 4.1 to the Corporation's Form S-1, filed May 11, 1999 and
incorporated herein by reference).
4.6 Amended and Restated Trust Agreement, dated as of May 14, 1999, of
Metropolitan Capital Trust II (filed as Exhibit 4.4 to the
Corporation's Form S-1, filed May 11, 1999 and incorporated herein
by reference).
4.7 Guarantee of the Corporation relating to the Trust Preferred Securities
dated May 14, 1999 (filed as Exhibit 4.6 to the Corporation's Form S-1,
filed May 11, 1999 and incorporated herein by reference).
4.8 Agreement as to Expenses and Liabilities, dated as of May 14, 1999
(filed as Exhibit D to Exhibit 4.4 to the Corporation's Form S-1, filed
May 11, 1999 and incorporated herein by reference).
11 Statement regarding computation of per share earnings (included in Note
1 to Consolidated Financial Statements) of this Annual Report on Form
10-K.
13 Portions of 1999 Annual Report to Shareholders.
21 List of subsidiaries of the Corporation (filed as Exhibit 21 to
Metropolitan's Registration Statement on Form S-1, filed February 26,
1999 and incorporated herein by reference).
23 Consent of Independent Accountants
24 Power of Attorney.
27 Financial Data Schedule.
99.1 Specimen Subordinated Note relating to the 9 5/8% Subordinated Notes
due January 1, 2005 (found at Sections 2.2 and 2.3 of the Form of
Indenture filed as Exhibit 4.1 to Metropolitan's Amendment No. 1 to
Registration Statement on Form S-1, filed November 13, 1995 and
incorporated herein by reference).
99.2 Form of Indenture entered into December 1, 1995 between Metropolitan
and Boatmen's Trust Company (filed as Exhibit 4.1 to Metropolitan's
Amendment No. 1 to Registration Statement on Form S-1, filed November
13, 1995 and incorporated herein by reference).
99.3 Third Amendment to Restated Loan Agreement by and between The
Huntington National Bank and the Corporation dated as of May 28, 1999
(Incorporated herein by reference to Exhibit 99.1 to the Corporation's
Form 10-Q filed on May 14, 1998).
Report on Form 8-K
On October 5, 1999 the Corporation filed a Current Report on Form 8-K
to report, under Item 5, that on October 5, 1999, the elections of officers of
Metropolitan Financial Corp. and Metropolitan Bank & Trust.
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SIGNATURES
Pursuant to the requirements of Sections 13 and 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.
METROPOLITAN FINANCIAL CORP.
By: /s/ Kenneth T. Koehler
--------------------------------------
Kenneth T. Koehler,
President,
Assistant Secretary,
Assistant Treasurer, and Director
Date: March 28, 2000
--------------------------------------
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Kenneth T. Koehler
--------------------------------------
Kenneth T. Koehler,
President,
Assistant Secretary,
Assistant Treasurer, and Director
(Principal Financial and Accounting
Officer)
Date: March 28, 2000
--------------------------------------
Robert M. Kaye, Chairman of the Board and Director (Principal Executive
Officer); Malvin E. Bank, Secretary, Assistant Treasurer, and Director; David P.
Miller, Treasurer, Assistant Secretary and Director; Robert R. Broadbent,
Director; Marjorie M. Carlson, Director; Lois K. Goodman, Director; Marguerite
B. Humphrey, Director; James A. Karman, Director; Ralph D. Ketchum, Director;
Alfonse M. Mattia, Director.
By: /s/ Kenneth T. Koehler
--------------------------------------
Kenneth T. Koehler
Attorney-in-Fact
Date: March 28, 2000
-------------------------------------
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
--- -----------
3.1 Amended and Restated Articles of Incorporation of Metropolitan (filed
as Exhibit 2 to the Corporation's Form 8-A, filed October 15, 1996 and
incorporated herein by reference)
3.2 Amended and Restated Code of Regulations of the Corporation (filed as
Exhibit 3.2 to Metropolitan's Registration Statement on Form S-1, filed
February 26, 1999 and incorporated herein by reference)
4.1 Indenture, dated as of April 30, 1998, of the Corporation relating to
the 8.60% Junior Subordinated Debentures due June 30, 2028 (filed as
Exhibit 4.1 to the Corporation's Form 10-Q, filed May 15, 1998 and
incorporated herein by reference).
4.2 Amended and Restated Trust Agreement, dated as of April 30, 1998, of
Metropolitan Capital Trust I (filed as Exhibit 4.2 to the Corporation's
Form 10-Q, filed May 15, 1998 and incorporated herein by reference).
4.3 Guarantee of the Corporation relating to the Trust Preferred Securities
dates April 30, 1998 (filed as Exhibit 4.3 to the Corporation's Form
10-Q, filed May 15, 1998 and incorporated herein by reference).
4.4 Agreement as to Expenses and Liabilities, dated as of April 30, 1998
(filed as Exhibit 4.4 to the Corporation's Form 10-Q, filed May 15,
1998 and incorporated herein by reference).
4.5 Indenture, dated as of May 14, 1999, of the Corporation relating to the
9.50% Junior Subordinated Debentures due June 30, 2029 (filed as
Exhibit 4.1 to the Corporation's Form S-1, filed May 11, 1999 and
incorporated herein by reference).
4.6 Amended and Restated Trust Agreement, dated as of May 14, 1999, of
Metropolitan Capital Trust II (filed as Exhibit 4.4 to the
Corporation's Form S-1, filed May 11, 1999 and incorporated herein
by reference).
4.7 Guarantee of the Corporation relating to the Trust Preferred Securities
dated May 14, 1999 (filed as Exhibit 4.6 to the Corporation's Form S-1,
filed May 11, 1999 and incorporated herein by reference).
4.8 Agreement as to Expenses and Liabilities, dated as of May 14, 1999
(filed as Exhibit D to Exhibit 4.4 to the Corporation's Form S-1, filed
May 11, 1999 and incorporated herein by reference).
11 Statement regarding computation of per share earnings (included in Note
1 to Consolidated Financial Statements) of this Annual Report on Form
10-K.
13 Portions of 1999 Annual Report to Shareholders
21 List of subsidiaries of the Corporation (filed as Exhibit 21 to
Metropolitan's Registration Statement on Form S-1 filed February 26,
1999 and incorporated herein by reference)
23 Consent of Independent Accountants
24 Power of Attorney
27 Financial Data Schedule
99.1 Specimen Subordinated Note relating to the 9 5/8% Subordinated Notes
due January 1, 2005 (found at Sections 2.2 and 2.3 of the Form of
Indenture filed as Exhibit 4.1 to Metropolitan's Amendment No. 1 to
Registration Statement on Form S-1, filed November 13, 1995 and
incorporated herein by reference).
99.2 Form of Indenture entered into December 1, 1995 between Metropolitan
and Boatmen's Trust Company (filed as Exhibit 4.1 to Metropolitan's
Amendment No. 1 to Registration Statement on Form S-1, filed November
13, 1995 and incorporated herein by reference).
99.3 Third Amendment to Restated Loan Agreement by and between The
Huntington National Bank and the Corporation dated as of May 28, 1999
(Incorporated herein by reference to Exhibit 99.1 to the Corporation's
Form 10-Q filed on May 14, 1998).
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