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 March 31, 2005
Commission file number 000-25128
MAIN STREET BANKS, INC.
(Exact name of registrant as specified in its charter)
| Georgia | 58-2104977 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |
| 3500 Lenox Road, Atlanta, GA | 30326 | |
| (Address of principal executive offices) | (Zip Code) | |
770-786-3441
(Registrants 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 x No ¨
Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of April 30, 2005, registrant had outstanding 21,359,117 shares of common stock.
SPECIAL CAUTIONARY NOTICE
REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements made herein under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere are forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as may, will, anticipate, assume, should, indicate, would, believe, contemplate, expect, estimate, continue, plan, point to, project, predict, could, intend, target, potential, and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:
| | future local and national economic or business and real estate market conditions; |
| | governmental monetary and fiscal policies, as well as legislative and regulatory changes, including banking, securities and tax laws and regulations; |
| | the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values of loan collateral, securities, and interest sensitive assets and liabilities; |
| | credit risks of borrowers; |
| | the effects of competition from a wide variety of local, regional, national, and other providers of financial, investment, and insurance services; |
| | the failure of assumptions underlying the establishment of allowances for loan losses and other estimates; |
| | the risks of mergers and acquisitions, including, without limitation, the related costs, including integrating operations and personnel as part of these transactions and the failure to achieve expected gains, revenue growth and/or expense savings from such transactions; |
| | changes in accounting rules, policies and practices; |
| | changes in technology and/or products especially those that result in increased costs to us or less benefits to us than we had expected; |
| | the effects of war or other conflict, acts of terrorism or other catastrophic events; and |
| | other factors and risks described in any of our subsequent reports that we make with the Securities and Exchange Commission (the Commission) under the Exchange Act. |
All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.
1
TABLE OF CONTENTS
FORM 10-Q
March 31, 2005
2
Consolidated Balance Sheets (Unaudited)
(dollars in thousands)
| (Unaudited) March 31, 2005 |
December 31, 2004 |
(Unaudited) March 31, 2004 |
||||||||||
| Assets |
||||||||||||
| Cash and due from banks |
$ | 37,017 | $ | 35,090 | $ | 31,901 | ||||||
| Interest-bearing deposits in banks |
144 | 318 | 589 | |||||||||
| Federal funds sold and securities purchased under agreements to resell |
1,242 | 35,813 | 5,644 | |||||||||
| Investment securities available for sale (amortized cost of $292,217, $314,557, and $257,220 at March 31, 2005, December 31, 2004 and March 31, 2004, respectively) |
288,158 | 315,521 | 263,305 | |||||||||
| Investment securities held to maturity (fair value of $11,492, $11,260, and $12,186 at March 31, 2005, December 31, 2004 and March 31, 2004, respectively) |
11,510 | 11,716 | 11,998 | |||||||||
| Other investments |
24,727 | 23,782 | 19,205 | |||||||||
| Mortgage loans held for sale |
5,916 | 4,563 | 7,208 | |||||||||
| Loans, net of unearned income |
1,743,589 | 1,699,035 | 1,511,437 | |||||||||
| Allowance for loan losses |
(24,984 | ) | (25,191 | ) | (22,151 | ) | ||||||
| Loans, net |
1,718,605 | 1,673,844 | 1,489,286 | |||||||||
| Premises and equipment, net |
53,249 | 53,470 | 45,168 | |||||||||
| Other real estate |
1,889 | 2,141 | 2,256 | |||||||||
| Accrued interest receivable |
9,577 | 9,763 | 8,294 | |||||||||
| Goodwill and other intangible assets |
102,295 | 102,170 | 103,381 | |||||||||
| Bank owned life insurance |
57,586 | 42,056 | 41,596 | |||||||||
| Other assets |
16,324 | 16,195 | 15,802 | |||||||||
| Total assets |
$ | 2,328,239 | $ | 2,326,442 | $ | 2,045,633 | ||||||
| Liabilities |
||||||||||||
| Deposits: |
||||||||||||
| Noninterest-bearing demand |
$ | 254,355 | $ | 230,578 | $ | 232,576 | ||||||
| Interest-bearing demand and money market |
660,404 | 652,468 | 511,626 | |||||||||
| Savings |
43,846 | 46,999 | 50,475 | |||||||||
| Time deposits of $100,000 or more |
366,839 | 370,658 | 289,722 | |||||||||
| Other time deposits |
420,994 | 409,507 | 446,581 | |||||||||
| Total deposits |
1,746,438 | 1,710,210 | 1,530,980 | |||||||||
| Accrued interest payable |
4,366 | 3,955 | 3,211 | |||||||||
| Federal Home Loan Bank advances |
185,936 | 201,070 | 156,472 | |||||||||
| Federal funds purchased and securities sold under repurchase agreements |
56,564 | 73,368 | 83,930 | |||||||||
| Subordinated debentures |
51,547 | 51,547 | 51,547 | |||||||||
| Other liabilities |
2,898 | 7,329 | 4,116 | |||||||||
| Total liabilities |
2,047,749 | 2,047,479 | 1,830,256 | |||||||||
| Shareholders Equity |
||||||||||||
| Common stock-no par value per share; 50,000,000 shares authorized; 21,315,955, 21,229,545 and 19,340,676 shares outstanding at March 31, 2005, December 31, 2004 and March 31, 2004, respectively |
162,419 | 161,517 | 109,117 | |||||||||
| Treasury stock, at cost, 564,082 shares at March 31, 2005, December 31, 2004 and March 31, 2004, respectively |
(8,789 | ) | (8,789 | ) | (8,789 | ) | ||||||
| Retained earnings |
131,274 | 126,448 | 109,300 | |||||||||
| Accumulated other comprehensive (loss) income, net of tax |
(4,414 | ) | (213 | ) | 5,749 | |||||||
| Total shareholders equity |
280,490 | 278,963 | 215,377 | |||||||||
| Total liabilities and shareholders equity |
$ | 2,328,239 | $ | 2,326,442 | $ | 2,045,633 | ||||||
See accompanying notes to consolidated financial statements
3
Consolidated Statements of Income (Unaudited)
(dollars in thousands except per share data)
| Three months ended March 31, | ||||||
| 2005 |
2004 | |||||
| (unaudited) | ||||||
| Interest income: |
||||||
| Loans, including fees |
$ | 29,591 | $ | 24,782 | ||
| Investment securities: |
||||||
| Taxable |
2,761 | 2,247 | ||||
| Non-taxable |
340 | 418 | ||||
| Federal funds sold and other short-term investments |
66 | 30 | ||||
| Interest-bearing deposits in banks |
12 | 5 | ||||
| Other investments |
225 | 206 | ||||
| Total interest income |
32,995 | 27,688 | ||||
| Interest expense: |
||||||
| Interest-bearing demand and money market |
3,501 | 1,322 | ||||
| Savings |
62 | 89 | ||||
| Time deposits |
5,192 | 4,463 | ||||
| Other time deposits |
44 | 56 | ||||
| Federal funds purchased |
493 | 35 | ||||
| Federal Home Loan Bank advances |
1,179 | 866 | ||||
| Interest expense on junior subordinated debentures |
749 | 575 | ||||
| Other interest expense |
164 | 356 | ||||
| Total interest expense |
11,384 | 7,762 | ||||
| Net interest income |
21,611 | 19,926 | ||||
| Provision for loan losses |
2,209 | 1,561 | ||||
| Net interest income after provision for loan losses |
19,402 | 18,365 | ||||
| Non-interest income: |
||||||
| Service charges on deposit accounts |
1,897 | 1,881 | ||||
| Other customer service fees |
340 | 357 | ||||
| Mortgage banking income |
692 | 883 | ||||
| Investment agency commissions |
401 | 315 | ||||
| Insurance agency income |
3,174 | 2,772 | ||||
| Income from SBA lending |
829 | 486 | ||||
| Income on bank owned life insurance |
530 | 822 | ||||
| Investment securities gains, net |
224 | 304 | ||||
| Other income |
| 21 | ||||
| Total non-interest income |
8,087 | 7,841 | ||||
| Non-interest expense: |
||||||
| Salaries and other compensation |
7,933 | 8,041 | ||||
| Employee benefits |
1,620 | 1,640 | ||||
| Net occupancy and equipment expense |
2,052 | 1,860 | ||||
| Data processing fees |
510 | 557 | ||||
| Professional services |
469 | 438 | ||||
| Communications & supplies |
962 | 1,051 | ||||
| Marketing expense |
291 | 370 | ||||
| Regulatory agency assessments |
68 | 91 | ||||
| Amortization of intangible assets |
129 | 141 | ||||
| Other expense |
1,630 | 1,390 | ||||
| Total non-interest expense |
15,664 | 15,579 | ||||
| Income before income taxes |
11,825 | 10,627 | ||||
| Income tax expense |
3,642 | 3,030 | ||||
| Net income |
$ | 8,183 | $ | 7,597 | ||
| Earnings per share - Basic |
$ | 0.38 | $ | 0.39 | ||
| Earnings per share - Diluted |
$ | 0.38 | $ | 0.38 | ||
| Dividends declared per share |
$ | 0.153 | $ | 0.135 | ||
| Weighted average common shares outstanding - Basic |
21,278 | 19,281 | ||||
| Weighted average common shares outstanding - Diluted |
21,818 | 19,911 | ||||
4
Consolidated Statements of Comprehensive Income (Unaudited)
(dollars in thousands)
| Three Months Ended |
||||||||
| March 31, 2005 |
March 31, 2004 |
|||||||
| (unaudited) | ||||||||
| Net income | $ | 8,183 | $ | 7,597 | ||||
| Other comprehensive income, net of tax: |
||||||||
| Unrealized (losses) gains on securities available for sale |
(3,330 | ) | 1,371 | |||||
| Unrealized (losses) gains on derivative contracts |
(723 | ) | 662 | |||||
| Less reclassification adjustment for net gains included in net income |
(148 | ) | (201 | ) | ||||
| Comprehensive income |
$ | 3,982 | ||||||