Back to GetFilings.com

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarter ended September 30, 2003

Commission file number 000-25128

MAIN STREET BANKS, INC.
(Exact name of registrant as specified in its charter)

770-422-2888
(Registrant's telephone number)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

        Yes ý    No o

        Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

        Yes ý    No o

        As of October 31, 2003 registrant had outstanding 18,934,770 shares of common stock.

MAIN STREET BANKS, INC.
TABLE OF CONTENTS

1

PART I.—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

MAIN STREET BANKS, INC.
CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

2

MAIN STREET BANKS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

See accompanying notes to consolidated financial statements.

3

MAIN STREET BANKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

See accompanying notes to consolidated financial statements.

4

MAIN STREET BANKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

See accompanying notes to consolidated financial statements.

5

MAIN STREET BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2003

NOTE 1. BASIS OF PRESENTATION

        The accompanying unaudited consolidated financial statements for Main Street Banks, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States followed within the financial services industry for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statement presentation. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations for interim periods have been included.

        The results of operations for the nine-month period ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. These financial statements and related "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2002, included in the Company's Annual Report on Form 10-K.

        Certain previously reported amounts have been reclassified to conform to current financial statement presentation. These reclassifications had no effect on net income or stockholders' equity.

NOTE 2. BUSINESS COMBINATIONS

        On May 22, 2003, the Company completed its acquisition of First Colony Bancshares, Inc., parent of First Colony Bank, a $320 million asset bank headquartered in Alpharetta, Georgia. The transaction was accounted for as a purchase business combination and accordingly, the results of operations of First Colony Bank are included from the acquisition date. Main Street issued 2.6 million shares of its common stock and paid $45.0 million in cash in exchange for all outstanding shares of First Colony Bancshares. The merger consideration was based on Main Street's average closing price of $21.28 for the 30-day period immediately prior to the closing. The cash for the transaction was generated by the sale of $45.0 million of Main Street Banks Statutory Trust II floating rate trust preferred securities ("Capital Securities") with a maturity date of June 30, 2033 and a stated liquidation amount of $1,000 per Capital Security. Interest on the Capital Securities is to be paid on the last day of each March, June, September, and December and is reset quarterly based on the three month London interbank offered rate ("3-Month LIBOR") plus 325 basis points at the end of the preceding quarter, provided, however, that prior to May 22, 2008, the 3-Month LIBOR shall not exceed 8.75%. Goodwill and Intangible Assets of $74.8 million were created as a result of the transaction. Summarized below is an initial allocation of assets and liabilities acquired (in thousands and unaudited):

6

        The acquisition of First Colony Bancshares was accounted for as a purchase business combination therefore the consolidated financial statements include results of operations since the purchase date only. In accordance with FAS 141 the following tables present unaudited summary information on a pro forma basis as if the acquisition had occurred as of the beginning of each of the periods presented. The proforma information does not necessarily reflect the results of operations that would have occurred if the acquisition had occurred at the beginning of the periods presented or of any results which may be expected to occur in the future.

NOTE 3. CURRENT ACCOUNTING DEVELOPMENTS

        In June 2002, the FASB issued FASB Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". This Statement requires that a liability for costs associated with exit or disposition activities be recognized when the liability is incurred and be measured at fair value and adjusted for changes in estimated cash flows. Prior guidance provided for the recognition of such costs at the date of management's commitment to an exit plan. Under Statement No. 146, management's commitment to an exit plan would not be sufficient, by itself, to recognize a liability. The Statement was effective for exit or disposal activities initiated after December 31, 2002 and did not have a material impact on the results of operations or financial condition of the Company.

        In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantees, Including Indirect Guarantees of Indebtedness of Others," to clarify accounting and disclosure requirements

7

relating to a guarantor's issuance of certain types of guarantees. FIN 45 requires entities to disclose additional information about certain guarantees, or groups of similar guarantees, even if the likelihood of the guarantor's having to make any payments under the guarantee is remote. The disclosure provisions were effective for financial statements for fiscal years ended after December 15, 2002. For certain guarantees, the interpretation also requires that guarantors recognize a liability equal to the fair value of the guarantee upon its issuance. The initial recognition and measurement provision is to be applied only on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of this Interpretation did not have a material impact on the Company's financial statements.

        In December 2002, the FASB issued Statement No. 148 ("SFAS 148"), "Accounting for Stock-Based Compensation—Transition and Disclosure," an amendment of Statement of Financial Accounting Standards No. 123. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 is effective for fiscal years ended after December 15, 2002. The Company plans to continue to account for stock-based employee compensation under the intrinsic value based method and to provide disclosure of the impact of the fair value based method on reported income. Employee stock options have characteristics that are significantly different from those of traded options, including vesting provisions and trading limitations that impact their liquidity. Therefore, the existing option pricing models, such as Black-Scholes, do not necessarily provide a reliable measure of the fair value of employee stock options. Refer to Note 6 for pro forma disclosure of the impact of stock options utilizing the Black-Scholes valuation method. The adoption of this statement did not have a material impact on the financial condition or operating results of the Company.

        In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN No. 46") "Consolidation of Variable Interest Entities" which addresses consolidation by business enterprises of variable interest entities. FIN No. 46 clarifies the application of Accounting Research Bulletin No. 51 ("ARB No. 51"), Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have the sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003.

        Main Street Bank expects to adopt FIN No. 46 in connection with its consolidated financial statements for the year ended December 31, 2003. In its current form, FIN No. 46 may require Main Street Bank to de-consolidate its investment in Main Street Banks Statutory Trust II in future financial statements. The potential de-consolidation of subsidiary trusts of bank holding companies formed in connection with the issuance of trust preferred securities, similar to Main Street Banks Statutory Trust II, appears to be an unintended consequence of FIN No. 46. It is currently unknown if, or when, the FASB will address this issue. In July 2003, the Board of Governors of the Federal Reserve System issued a supervisory letter instructing bank holding companies to continue to include the trust preferred securities in their Tier I capital for regulatory capital purposes until notice is given to the contrary. The Federal Reserve intends to review the regulatory implications of any accounting treatment changes and, if necessary or warranted, provide further appropriate guidance. There can be no assurance that the Federal Reserve will continue to permit institutions to include trust preferred securities in Tier I capital for regulatory capital purposes. The interpretations of FIN No. 46 and its application to various transaction types and structures are evolving. Management continuously monitors emerging issues related to FIN No. 46, some of which could potentially impact the Corporation's financial statements. At September 30, 2003, Main Street Bank has $50.0 million in trust preferred securities that have been consolidated on our Balance Sheet. In the event of an adverse ruling on the tax treatment or capital

8

structure treatment of proposed changes, the Company may redeem the trust preferred securities in order to maintain solid capital structure and sufficient liquidity.

        During October 2003, the FASB issued Staff Position No. FIN No. 46-6 deferring the effective date for applying the provisions of FIN No. 46 until the end of the first interim or annual period ending after December 15, 2003 if the variable interest was created prior to February 1, 2003 and the public entity has not issued financial statements reporting that variable interest entity in accordance with FIN No. 46. The FASB also indicated it would be issuing a modification to FIN No. 46 prior to the end of 2003.

        In April 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities ("SFAS No. 149") which is effective for hedging relationships entered into or modified after June 30, 2003. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. Management does not anticipate a material impact on the Company's financial statements from the adoption of this pronouncement.

        In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("SFAS No. 150"). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity in its balance sheet. SFAS No. 150 became effective in the third quarter of 2003. Management does not anticipate a material impact on the Company's financial statements from the adoption of this pronouncement.

NOTE 4. EARNINGS PER COMMON SHARE

        The computation of diluted earnings per share is as follows:

9

NOTE 5. LOANS

        Loans are stated at unpaid principal balances, net of unearned income and deferred loan fees. Interest is accrued only if deemed collectible. The following table represents the composition of the Company's loan portfolio:

NOTE 6. STOCK OPTIONS AND LONG-TERM COMPENSATION PLANS

        The Company has elected to follow Accounting Principles Board Opinion No. 25 "Accounting for Stock issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

        Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", as amended by SFAS No.148, requires pro forma disclosures of net income and earnings per share for companies not adopting its fair value accounting method for stock-based employee compensation. The pro-forma disclosure below use the fair value method of SFAS 123 to measure compensation expense for stock-based employee compensation plans. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in

10

management's opinion, the existing model does not necessarily provide a reliable single measure of the fair value of its employee stock options.

11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following is management's discussion and analysis of certain significant factors which have affected the Company's financial position at September 30, 2003 as compared to December 31, 2002 and operating results for the three and nine month periods ended September 30, 2003 as compared to the three and nine month periods ended September 30, 2002. These comments should be read in conjunction with the Company's unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

Forward Looking Statements

        The foregoing materials and management's discussion of them may contain, among other things, certain forward-looking statements with respect to Main Street Banks, Inc. ("the Company"), as well as the goals, plans, objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) statements relating to certain of the Company's goals and expectations with respect to earnings, earnings per share, revenue, expenses, and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, (ii) statements relating to the benefits of the merger between the former First Colony Bancshares, Inc. and the Company (the "Merger"), completed on May 22, 2003, including future financial and operating results, cost savings, enhanced revenues and the accretion of reported earnings that may be realized from the Merger, and (iii) statements preceded by, followed by or that include the words "may," "could," would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "probably," "potentially," "projects," "outlook" or similar expressions. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control). The following factors, among others, could cause the Company's financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements: (1) the risk that the businesses involved in the Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; (3) revenues following the Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on the Company's loan portfolio and allowance for loan losses; (6) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (7) inflation, interest rate, market and monetary fluctuations; (8) adverse changes in the financial performance and/or condition of the Company's borrowers which could impact the repayment of such borrowers' outstanding loans; and (9) the impact on the Company's businesses, as well as on the risks set forth above, of various domestic or international military or terrorists activities or conflicts. Additional information with respect to factors that may cause actual results to differ materially from those contemplated by such forward-looking statements is included in the reports filed by the Company with the Securities and Exchange Commission.

        The Company cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the Merger or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to update any forward-looking statement, whether written or oral.

12

        This Form 10-Q contains financial information determined by methods other than in accordance with Generally Accepted Accounting Principles ("GAAP"). The Company's management uses these non-GAAP measures in their analysis of the Company's performance. These measures adjust GAAP performance to exclude the effects of the amortization of intangibles in the determination of "cash basis" performance measures. These non-GAAP measures may also exclude other significant gains, losses or expenses that are unusual in nature and not expected to recur. Since these items and their impact on The Company's performance are difficult to predict, management believes presentations of financial measures excluding the impact of these items provide useful supplemental information that is important to a proper understanding of the operating results of The Company's core businesses. These disclosures should not be viewed as a substitute for results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Overview

        The Company's total assets increased $592.1 million or 38.29% since December 2002, due primarily to the acquisition of First Colony as noted in Note 2 to the unaudited financial statements included under Item 1 to this report. Federal funds sold decreased $38.7 million primarily due to an increase in loan demand. Loans increased 43.73% or $423.3 million since December 2002, while the investment portfolio increased $52.8 million. Both increases are due primarily to the First Colony acquisition. Goodwill increased by $78.5 million, also as a result of the First Colony acquisition. Total deposits increased by 27.35% or $308.7 million due primarily to the First Colony acquisition, an ongoing deposit campaign, limited use of brokered and national deposits, and seasonal public funds.

        Return on average equity for the three and nine months ended September 30, 2003 was 14.9% on average equity of $189.6 million, and 16.2% on average equity of $159.2 million, respectively. This compares to 18.3% on average equity of $113.4 million, and 18.30% on average equity of $109.5 million for the same periods in 2002.

        Return on average assets for the three and nine months ended September 30, 2003 was 1.51% and 1.59%, respectively. This compares to 1.72% and 1.72% for the same periods in 2002.

MAIN STREET BANKS, INC. AND SUBSIDIARIES
OPERATING INCOME CALCULATION
(Unaudited)

13