-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QW/aNYBwC1a3Layxlzqd48oxaxMqC/AmHsJCJ/GTBzLEZx6VlIhE7Ve6myzObYOb Jikm55tRWM/x/uGnX1ORXA== 0001116502-04-001189.txt : 20040507 0001116502-04-001189.hdr.sgml : 20040507 20040507172411 ACCESSION NUMBER: 0001116502-04-001189 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINTE FINANCIAL CORP CENTRAL INDEX KEY: 0000917331 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 650451402 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24433 FILM NUMBER: 04790254 BUSINESS ADDRESS: STREET 1: 21845 POWERLINE RD CITY: BOCA RATON STATE: FL ZIP: 33433 BUSINESS PHONE: 4073686300 MAIL ADDRESS: STREET 1: 21845 POWERLINE RD CITY: BOCA RATON STATE: FL ZIP: 33433 10-Q 1 pointe10q.txt QUARTERLY REPORT ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to --------- --------- Commission file number 0-24433 ------- POINTE FINANCIAL CORPORATION ---------------------------- (Exact Name of Registrant as Specified in Its Charter) Florida 65-0451402 ------- ---------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 21845 Powerline Road Boca Raton, Florida 33433 33433 ------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (561) 368-6300 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date; Common stock, par value $.01 per share 2,262,123 shares - -------------------------------------- ---------------- (class) Outstanding at May 5, 2004 ================================================================================ POINTE FINANCIAL CORPORATION AND SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PAGE ---- Condensed Consolidated Balance Sheets - at March 31, 2004 (unaudited) and at December 31, 2003..................2 Condensed Consolidated Statements of Earnings - Three Months ended March 31, 2004 and 2003 (unaudited)..................3 Condensed Consolidated Statements of Changes in Stockholders' Equity - Three Months ended March 31, 2004 and 2003 (unaudited)..................4 Condensed Consolidated Statements of Cash Flows - Three Months ended March 31, 2004 and 2003 (unaudited)................5-6 Notes to Condensed Consolidated Financial Statements (unaudited).......7-11 Review by Independent Accountants........................................12 Independent Accountants' Report..........................................13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................................14-17 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSOURES ABOUT MARKET RISK.......18 ITEM 4. CONTROLS AND PROCEDURES...........................................18 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS.................................................18 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...............................19-20 SIGNATURES....................................................................21 1 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
MARCH 31, DECEMBER 31, ASSETS 2004 2003 --------- ------------ (UNAUDITED) Cash and due from banks .................................................... $ 9,859 12,341 Interest-bearing deposits with banks ....................................... 27,066 602 --------- -------- Total cash and cash equivalents ..................................... 36,925 12,943 Securities available for sale .............................................. 68,532 69,344 Loans, net of allowance for loan losses of $3,550 and $3,441 ............... 254,091 250,331 Loans held for sale ........................................................ 2,998 3,084 Accrued interest receivable ................................................ 1,930 2,072 Premises and equipment, net ................................................ 2,867 3,482 Federal Home Loan Bank stock, at cost ...................................... 1,500 1,915 Federal Reserve Bank stock, at cost ........................................ 479 479 Branch acquisition intangible asset ........................................ 2,914 2,974 Deferred income tax asset .................................................. 786 786 Other assets ............................................................... 868 1,304 --------- -------- Total ............................................................... $ 373,890 348,714 ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Noninterest-bearing demand deposits ..................................... 76,041 71,326 Savings and NOW deposits ................................................ 48,098 32,562 Money-market deposits ................................................... 85,329 84,443 Time deposits ........................................................... 77,298 75,535 --------- -------- Total deposits ...................................................... 286,766 263,866 Official checks ......................................................... 2,701 2,143 Federal Home Loan Bank advances ......................................... 30,000 30,875 Other borrowings ........................................................ 16,971 15,050 Accrued interest payable ................................................ 366 393 Advance payments by borrowers for taxes and insurance ................... 486 260 Other liabilities ....................................................... 594 1,210 --------- -------- Total liabilities ................................................... 337,884 313,797 --------- -------- Stockholders' equity: Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued -- -- Common stock, $.01 par value, 5,000,000 shares authorized; 2,557,855 and 2,549,028 shares issued ............................................... 26 25 Additional paid-in capital .............................................. 26,767 26,617 Retained earnings ....................................................... 11,495 10,835 Accumulated other comprehensive income .................................. 837 576 Treasury stock, at cost (297,000 shares) ................................ (3,000) (3,000) Stock incentive plan .................................................... (119) (136) --------- -------- Total stockholders' equity .......................................... 36,006 34,917 --------- -------- Total ............................................................... $ 373,890 348,714 ========= ========
See Accompanying Notes to Condensed Consolidated Financial Statements. 2 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, --------------------------- 2004 2003 ---------- ---------- (UNAUDITED) Interest income: Loans .................................................. $ 4,072 3,700 Securities available for sale .......................... 663 704 Other .................................................. 28 97 ---------- ---------- Total interest income ............................. 4,763 4,501 ---------- ---------- Interest expense: Deposits ............................................... 647 938 Borrowings ............................................. 440 509 ---------- ---------- Total interest expense ............................ 1,087 1,447 ---------- ---------- Net interest income ........................................ 3,676 3,054 Provision (credit) for loan losses ................ 100 (100) ---------- ---------- Net interest income after provision (credit) for loan losses 3,576 3,154 ---------- ---------- Noninterest income: Service charges and fees on deposit accounts ........... 484 450 Gain on sale of premises and equipment ................. 320 -- Loan correspondent fees ................................ 36 89 Other .................................................. 165 194 ---------- ---------- Total noninterest income .......................... 1,005 733 ---------- ---------- Noninterest expenses: Salaries and employee benefits ......................... 1,894 1,662 Occupancy and equipment ................................ 594 630 Advertising and promotion .............................. 50 85 Professional fees ...................................... 68 76 Data processing ........................................ 171 208 Amortization of intangible asset ....................... 60 61 Other .................................................. 493 508 ---------- ---------- Total noninterest expenses ........................ 3,330 3,230 ---------- ---------- Earnings before income taxes ...................... 1,251 657 Income taxes ............................................... 388 196 ---------- ---------- Net earnings ...................................... $ 863 461 ========== ========== Earnings per share: Basic .................................................. $ .38 .21 ========== ========== Diluted ................................................ $ .37 .21 ========== ========== Weighted-average shares outstanding for basic .............. 2,258,786 2,196,227 ========== ========== Weighted-average shares outstanding for diluted ............ 2,359,725 2,239,684 ========== ========== Dividends per share ........................................ $ .09 .05 ========== ==========
See Accompanying Notes to Condensed Consolidated Financial Statements 3 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 2004 AND 2003 ($ IN THOUSANDS)
ACCUMULATED OTHER ADDITIONAL STOCK COMPRE- TOTAL COMMON STOCK PAID-IN INCENTIVE TREASURY RETAINED HENSIVE STOCKHOLDERS' SHARES AMOUNT CAPITAL PLAN STOCK EARNINGS INCOME EQUITY --------- ---------- ------------------- -------- -------- ---------- ------------- Balance at December 31, 2002 ........ 2,471,668 $ 25 25,540 (52) (3,000) 8,878 940 32,331 ------ Comprehensive income: Net earnings (unaudited) ....... -- -- -- -- -- 461 -- 461 Net change in unrealized gain on securities available for sale, net of taxes (unaudited) ................ -- -- -- -- -- -- 49 49 ------ Comprehensive income (unaudited) .... 510 ------ Common stock options exercised (unaudited) .................... 43,633 -- 518 -- -- -- -- 518 Shares issued in stock incentive plan (unaudited) ............... 10,891 -- 165 (165) -- -- -- -- Shares committed to participants in stock incentive plan (unaudited) .................... -- -- -- (2) -- -- -- (2) Shares cancelled in stock incentive plan (unaudited) ..... (1,337) -- (14) 14 -- -- -- -- Cash dividends paid (unaudited) ..... -- -- -- -- -- (109) -- (109) --------- ---------- ------ ---- ------ ------ --- ------ Balance at March 31, 2003 (unaudited) .................... 2,524,855 $ 25 26,209 (205) (3,000) 9,230 989 33,248 ========= ========== ====== ==== ====== ====== === ====== Balance at December 31, 2003 ........ 2,549,028 $ 25 26,617 (136) (3,000) 10,835 576 34,917 ------ Comprehensive income: Net earnings (unaudited) ....... -- -- -- -- -- 863 -- 863 Net change in unrealized gain on securities available for sale, net of taxes (unaudited) ... -- -- -- -- -- -- 261 261 ------ Comprehensive income (unaudited) .... 1,124 ------ Common stock options exercised (unaudited) .................... 9,167 1 155 -- -- -- -- 156 Shares committed to participants in stock incentive plan (unaudited) .................... -- -- -- 12 -- -- -- 12 Shares cancelled in stock incentive plan (unaudited) ..... (340) -- (5) 5 -- -- -- -- Cash dividends paid (unaudited) ..... -- -- -- -- -- (203) -- (203) --------- ---------- ------ ---- ------ ------ --- ------ Balance at March 31, 2004 (unaudited) .................... 2,557,855 $ 26 26,767 (119) (3,000) 11,495 837 36,006 ========= ========== ====== ==== ====== ====== === ======
See Accompanying Notes to Condensed Consolidated Financial Statements 4 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ----------------------- 2004 2003 -------- ------- (UNAUDITED) Cash flows from operating activities: Net earnings ....................................................... $ 863 461 Adjustments to reconcile net earnings to net cash provided by operating activities: Provision (credit) for loan losses .......................... 100 (100) Depreciation and amortization ............................... 154 168 Net amortization of fees, premiums, discounts and other ..... 292 283 Shares committed to participants in stock incentive plan .... 12 (2) Gain on sale of premises and equipment ...................... (320) -- Gain on sale of foreclosed real estate ...................... -- (12) Repayments of loans held for sale ........................... 86 32 Decrease in accrued interest receivable ..................... 142 115 Decrease (increase) in other assets ......................... 323 (176) Increase in official checks ................................. 558 1,785 Decrease in accrued interest payable ........................ (27) (76) Decrease in other liabilities ............................... (616) (251) -------- ------- Net cash provided by operating activities ............... 1,567 2,227 -------- ------- Cash flows from investing activities: Purchase of securities available for sale ....................... (27,507) (24,287) Maturities and calls of securities available for sale ........... 28,505 11,057 Principal repayments on securities available for sale ........... 159 513 Net increase in loans ........................................... (4,016) (1,311) Proceeds from sale of premises and equipment .................... 856 -- Net decrease in Federal Home Loan Bank stock .................... 415 500 Purchase of premises and equipment, net ......................... (75) (309) Proceeds from sale of foreclosed real estate .................... -- 129 -------- ------- Net cash used in investing activities ................... (1,663) (13,708) -------- ------- Cash flows from financing activities: Net increase in deposits ........................................ 22,900 15,460 Net increase in other borrowings ................................ 1,921 2,382 Net decrease in Federal Home Loan Bank advances ................. (875) (15,000) Increase in advance payments by borrowers for taxes and insurance 226 259 Cash dividends paid on common stock ............................. (203) (109) ------- Proceeds from exercise of common stock options .................. 109 431 -------- ------- Net cash provided by financing activities ............... 24,078 3,423 -------- ------- Net increase (decrease) in cash and cash equivalents .... 23,982 (8,058) Cash and cash equivalents at beginning of period .................... 12,943 35,648 -------- ------- Cash and cash equivalents at end of period .......................... $ 36,925 27,590 ======== ======= (continued)
5 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ---------------------- 2004 2003 --------- ----- (UNAUDITED) Supplemental disclosure of cash flow information: Cash paid during the period for: Interest ....................................................... $ 1,114 1,523 ========= ====== Income taxes ................................................... $ -- 315 ========= ====== Noncash transactions: Accumulated other comprehensive income, net change in unrealized gain on securities available for sale, net ................. $ 261 49 ========= ====== Tax benefit related to exercise of common stock options ....... $ 47 87 ========= ====== Activity in stock incentive plan, net ......................... $ 17 (153) ========= ======
See Accompanying Notes to Condensed Consolidated Financial Statements. 6 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL. In the opinion of the management of Pointe Financial Corporation, the accompanying condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at March 31, 2004 and the results of operations and cash flows for the three-month periods ended March 31, 2004 and 2003. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the year ending December 31, 2004. Pointe Financial Corporation (the "Holding Company") owns 100% of Pointe Bank (the "Bank"), a state-chartered commercial bank, and Pointe Financial Services, Inc. On February 12, 2002, the Bank incorporated an additional subsidiary, Will No-No, Inc., a Florida Corporation, which owns, maintains, and disposes of the Bank's foreclosed assets (collectively, the "Company"). The Bank provides a variety of community banking services to small and middle-market businesses and individuals through its nine banking offices located in Broward, Miami-Dade and Palm Beach counties, Florida. Pointe Financial Services, Inc. is an inactive subsidiary and Will No-No, Inc. had no activity during the three months ended March 31, 2004. 2. LOAN LOSSES AND LOAN IMPAIRMENT. The activity in the allowance for loan losses is as follows (in thousands):
THREE MONTHS ENDED MARCH 31, 2004 2003 -------- ------ Balance at beginning of period .................................... $ 3,441 3,519 Provision (credit) for loan losses ................................ 100 (100) Net loans recovered (charged-off) ................................. 9 (48) -------- ------ Balance at end of period .......................................... $ 3,550 3,371 ======== ====== The following summarizes the amount of impaired loans (in thousands): AT MARCH 31, DECEMBER 31, 2004 2003 -------- ------ Loans identified as impaired: Gross loans with no related allowance for losses recorded ..... $ -- -- Less allowance for losses on these loans ...................... -- -- -------- ------ Net investment in impaired loans .................................. $ -- -- ======== ====== The average net investment in impaired loans and interest income recognized and received on impaired loans is as follows (in thousands): THREE MONTHS ENDED MARCH 31, 2004 2003 -------- ------ Average net investment in impaired loans .......................... $ -- -- ======== ====== Interest income recognized on impaired loans ...................... $ -- -- ======== ====== Interest income received on impaired loans ........................ $ -- -- ======== ====== (continued)
7 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED 2. LOAN LOSSES AND LOAN IMPAIRMENT, CONTINUED. Nonaccrual and past due loans were as follows (in thousands):
AT MARCH 31, -------------- 2004 2003 ------ ---- Nonaccrual loans ............................... $ 834 398 Past due ninety days or more, but still accruing 1,724 80 ------ --- $2,558 478 ====== ===
3. EARNINGS PER SHARE. Earnings per share ("EPS") of common stock has been computed on the basis of the weighted-average number of shares of common stock outstanding. Outstanding stock options are considered dilutive securities for purposes of calculating diluted EPS which is computed using the treasury stock method. The following table presents the calculations of the weighted-average number of shares for diluted EPS.
THREE MONTHS ENDED MARCH 31, ----------------------- 2004 2003 --------- --------- Weighted-average number of common shares outstanding, for basic EPS .......................................... 2,258,786 2,196,227 Effect of dilutive options ................................. 100,939 43,457 --------- --------- Weighted-average number of common shares outstanding used to calculate diluted EPS .................................. 2,359,725 2,239,684 ========= =========
4. REGULATORY CAPITAL. The Bank is required to maintain certain minimum regulatory capital requirements. The following is a summary at March 31, 2004 of the regulatory capital requirements and the Bank's actual capital on a percentage basis:
REGULATORY ACTUAL REQUIREMENT ------ ----------- Total capital to risk-weighted assets ................. 12.11% 8.00% Tier I capital to risk-weighted assets ................ 10.86% 4.00% Tier I capital to total average assets - leverage ratio 8.53% 4.00% (continued)
8 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED 5. STOCK AWARD PLANS. Certain key employees and directors of the Company have options to purchase shares of the Company's common stock under a nonqualified stock option plan adopted in 1994. In 1998, a new Incentive Compensation and Stock Award Plan ("1998 Plan") was adopted under which both qualified and nonqualified options can be granted and common stock can be awarded to employees as compensation. The Company's Board of Directors in 2001 determined that all new options would be granted under the 1998 Plan. Directors options vest immediately and officers and employees vest over three and five years. A total of 400,000 options or shares can be granted to directors and employees of the Company under the 1998 Plan. As of March 31, 2004, 18,830 options or shares remain available for grant. A summary of stock option transactions follows ($ in thousands, except per share amounts):
RANGE OF PER WEIGHTED- SHARE AVERAGE AGGREGATE NUMBER OF OPTION PER SHARE OPTION SHARES PRICE PRICE PRICE Outstanding at December 31, 2002.................. 311,527 $ 8.62-15.38 11.02 3,433 Options granted................................... 45,105 15.15 15.15 683 Options exercised................................. (43,633) 8.62-10.03 9.87 (431) Options forfeited................................. (1,972) 9.00-11.95 11.17 (22) ------- ------ Outstanding at March 31, 2003..................... 311,027 $ 9.00-15.38 11.78 3,663 ======= ============ ===== ===== Outstanding at December 31, 2003.................. 310,086 8.62-24.15 12.40 3,845 Options exercised................................. (9,167) 9.00-15.38 11.88 (109) Options forfeited................................. (966) 11.95 11.95 (11) ------- ------ Outstanding at March 31, 2004..................... 299,953 $ 8.62-24.15 12.42 3,725 ======= ============ ===== ===== (continued)
9 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED 5. STOCK AWARD PLANS, CONTINUED. The Company accounts for their stock option plans under the recognition and measurement principles of Opinion No. 25. No stock option-based employee compensation cost is reflected in net earnings, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation ($ in thousands, except per share amounts).
THREE MONTHS ENDED MARCH 31, ------------------ 2004 2003 ----- ------ Net earnings, as reported ................................ $ 863 461 Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of related tax benefit ................. (25) (33) ----- ------ Pro forma net earnings ................................... $ 838 428 ===== ====== Basic earnings per share: As reported ........................................ $ .38 .21 ===== ====== Pro forma .......................................... $ .37 .19 ===== ====== Diluted earnings per share: As reported ........................................ $ .37 .21 ===== ====== Pro forma .......................................... $ .36 .19 ===== ======
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
THREE MONTHS ENDED MARCH 31, 2004 2003 ---- ---- Risk-free interest rate ......................... --% 4.5% Dividend yield .................................. --% 4.0% Expected volatility ............................. --% 13.5% Expected life in years .......................... -- 5 or 10 Weighted-average grant date fair value of options issued during the year .................... $ -- 1.95 ===== ===== (continued)
10 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED 5. STOCK AWARD PLANS, CONTINUED. Also, the Company awarded shares of restricted common stock to employees under the 1998 Plan. Four years following the date of grant these restricted stock awards become entirely vested. The Company is amortizing these restricted stock awards into salaries and employee benefits over the four-year period. From the date awarded, the employees are entitled to dividends paid on common stock and may vote these shares. These restricted shares are as follows: SHARES ------ Shares outstanding at December 31, 2002 12,142 Shares granted ........................ 10,891 Shares forfeited ...................... (1,337) ------- Shares outstanding at March 31, 2003 .. 21,696 ======= Shares outstanding at December 31, 2003 15,663 Shares forfeited ...................... (340) ------- Shares outstanding at March 31, 2004 .. 15,323 ======= 11 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES REVIEW BY INDEPENDENT ACCOUNTANTS Hacker, Johnson & Smith PA, the Company's independent accountants, have made a limited review of the interim financial data as of March 31, 2004, and for the three-month periods ended March 31, 2004 and 2003 presented in this document, in accordance with standards established by the American Institute of Certified Public Accountants. Their report furnished pursuant to Article 10 of Regulation S-X is included herein. 12 INDEPENDENT ACCOUNTANTS' REPORT Pointe Financial Corporation Boca Raton, Florida: We have reviewed the accompanying condensed consolidated balance sheet of Pointe Financial Corporation and Subsidiaries (the "Company") as of March 31, 2004, and the related condensed consolidated statements of earnings, changes in stockholders' equity and cash flows for the three-month periods ended March 31, 2004 and 2003. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2003, and the related consolidated statements of earnings, changes in stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated January 13, 2004 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Hacker, Johnson & Smith PA HACKER, JOHNSON & SMITH PA Fort Lauderdale, Florida April 15, 2004 13 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF MARCH 31, 2004 AND DECEMBER 31, 2003 LIQUIDITY AND CAPITAL RESOURCES The Company's primary source of cash during the three months ended March 31, 2004 was from net deposit inflows of $22.9 million and $28.5 million from maturities and exercised call options by issuers of government securities that were held in the Company's available for sale portfolio. Cash was used primarily for net loan originations of $4.0 million and for the purchase of securities available for sale of $27.5 million. At March 31, 2004, the Company had outstanding commitments to originate loans of $36.8 million and time deposits of $71.2 million that mature in one year or less. It is expected that these requirements will be funded from the sources described above. At March 31, 2004, the Bank exceeded its regulatory liquidity requirements. The following table shows selected rates for the periods ended or at the dates indicated:
THREE MONTHS THREE MONTHS ENDED YEAR ENDED ENDED MARCH 31, DECEMBER 31, MARCH 31, 2004 2003 2003 ------------ ------------ ------------- Average equity as a percentage of average assets......................................... 10.13% 10.07% 10.02% Equity to total assets at end of period...................... 9.63% 10.01% 9.99% Return on average assets (1)................................. .99% .75% .56% Return on average equity (1)................................. 9.76% 7.42% 5.63% Noninterest expense to average assets (1).................... 3.82% 3.92% 3.96% Nonperforming loans and foreclosed real estate to total assets at end of period.......................... .22% .21% .07% (1) Annualized for the three months ended March 31, 2004 and 2003.
OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract amounts of those instruments reflect the extent of the Company's involvement in particular classes of financial instruments. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, unused lines of credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments. 14 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counter party. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. A summary of the amounts of the Company's financial instruments, with off-balance sheet risk at March 31, 2004, follows (in thousands): CONTRACT AMOUNT Commitments to extend credit................. $ 25,476 ======== Unused lines of credit....................... $ 36,784 ======== Standby letters of credit.................... $ 2,398 ======== Management believes that the Company has adequate resources to fund all of its commitments and that substantially all its existing commitments will be funded in the next twelve months. Management believes the Bank was in compliance with all minimum capital requirements which it was subject to at March 31, 2004. See note 4 to the condensed consolidated financial statements. Management is not aware of any trends, known demands, commitments or uncertainties which are expected to have a material impact on future operating results, liquidity or capital resources. 15 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES RESULTS OF OPERATIONS: The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest/dividend income; (iv) interest-rate spread; (v) net interest margin; and (vi) ratio of average interest-earning assets to average interest-bearing liabilities.
THREE MONTHS ENDED MARCH 31, 2004 2003 --------------------------------------------------------------- INTEREST AVERAGE INTEREST AVERAGE AVERAGE AND YIELD/ AVERAGE AND YIELD/ BALANCE DIVIDENDS RATE BALANCE DIVIDENDS RATE ------- --------- ------- ------- --------- ------- ($ IN THOUSANDS) Interest-earning assets: Loans.................................... $ 256,177 4,072 6.36% $ 215,547 3,700 6.87% Securities (1)........................... 67,794 663 4.19 68,845 704 4.35 Other interest-earning assets (2)........ 4,577 28 2.45 25,484 97 1.52 --------- ------- -------- -------- Total interest-earning assets........ 328,548 4,763 5.86 309,876 4,501 5.87 ----- ----- Noninterest-earning assets (3)........... 20,330 16,751 -------- -------- Total assets......................... $ 348,878 $ 326,627 ======= ======= Interest-bearing liabilities: Savings and NOW deposits................. 33,716 36 .43 25,116 40 .64 Money-market deposits.................... 84,408 196 .93 77,828 238 1.22 Time deposits............................ 73,942 415 2.25 88,393 660 2.99 Borrowings (4)........................... 50,393 440 3.49 47,897 509 4.25 ------- ------ -------- ------- Total interest-bearing liabilities... 242,459 1,087 1.79 239,234 1,447 2.42 ----- ----- Demand deposits.......................... 66,569 51,121 Noninterest-bearing liabilities.......... 4,498 3,542 Stockholders' equity..................... 35,352 32,730 -------- -------- Total liabilities and stockholders' equity........................... $ 348,878 $ 326,627 ======= ======= Net interest income......................... $ 3,676 $ 3,054 ===== ===== Interest-rate spread (5).................... 4.07% 3.45% ==== ==== Net interest margin (6)..................... 4.48% 3.94% ==== ==== Ratio of average interest-earning assets to average interest-bearing liabilities..... 1.36 1.30 ==== ====
(1) Yield on securities is stated on a tax equivalent basis. (2) Includes interest-bearing deposits, Federal Home Loan Bank stock and Federal Reserve Bank stock. (3) Includes nonaccrual loans. (4) Includes advances from Federal Home Loan Bank and other borrowings which consist of investment repurchase agreements. (5) Interest-rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities. (6) Net interest margin is net interest income divided by average interest-earning assets. 16 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 GENERAL. Net earnings for the three months ended March 31, 2004 were $863,000 or $.38 basic and $.37 diluted earnings per share compared to net earnings of $461,000 or $.21 basic and diluted earnings per share for the three months ended March 31, 2003. The increase in the Company's net earnings was primarily due to an increase in net interest income and noninterest income. INTEREST INCOME AND EXPENSE. Interest income increased by $262,000, or 5.8%, from $4.5 million for the three months ended March 31, 2003 to $4.8 million for the three months ended March 31, 2004. Interest income on loans increased $372,000 due to an increase in the average loan portfolio balance from $215.5 million for the three months ended March 31, 2003 to $256.2 million for the comparable period in 2004 partially offset by a decrease in the average yield earned from 6.87% in 2003 to 6.36% in 2004. Interest on securities decreased $41,000 due to a decrease in the weighted-average yield to 4.19% from 4.35% in the 2003 period and a decrease in the average securities portfolio balance from $68.8 million in 2003 to $67.8 million in 2004. Interest expense on deposits decreased to $647,000 for the three months ended March 31, 2004 from $938,000 for the three months ended March 31, 2003. Interest expense on deposits decreased due to a decrease in the average rate paid on deposits from 1.96% in 2003 to 1.35% in 2004. Interest expense on borrowings decreased $69,000 to $440,000 for the three months ended March 31, 2004 from $509,000 for the three months ended March 31, 2003. Interest expense on borrowings decreased due to a decrease in the weighted-average rate paid for the three months ended March 31, 2004 to 3.49% compared to 4.25% for the same period in 2003 partially offset by an increase in the average balance of borrowings outstanding from $47.9 million in 2003 to $50.4 million in 2004. PROVISION FOR LOAN LOSSES. The provision for loan losses is charged to earnings to bring the total allowance to a level deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans, general economic conditions, particularly as they relate to the Company's market areas, and other factors related to the collectibility of the Company's loan portfolio. The Company recorded a provision of $100,000 for the three months ended March 31, 2004. Management believes the balance in the allowance for loan losses of $3.6 million at March 31, 2004 is adequate. NONINTEREST INCOME. Noninterest income increased $272,000 primarily due to a gain on sale of premises and equipment of $320,000, partially offset by a decrease in loan correspondent fees of $53,000 for the three months ended March 31, 2004 compared to the same period in 2003. NONINTEREST EXPENSES. Noninterest expenses increased $100,000 for the three months ended March 31, 2004 compared to the same period in 2003, primarily due to increases in salaries and employee benefits of $232,000 which relate to the Company's overall expansion. INCOME TAXES. Income taxes for the three months ended March 31, 2004 were $388,000 (an effective rate of 31.0%) compared to $196,000 (an effective rate of 29.8%) for the comparable 2003 period. 17 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the interest-rate risk inherent in its lending and deposit taking activities. The Company has little or no risk related to trading accounts, commodities or foreign exchange. Management actively monitors and manages its interest rate risk exposure. The primary objective in managing interest-rate risk is to limit, within established guidelines, the adverse impact of changes in interest rates on the Company's net interest income and capital, and is effected by adjusting the Company's asset-liability structure to obtain the maximum yield-cost spread on that structure. Management relies primarily on its asset-liability structure to control interest rate risk. However, a sudden and substantial increase in interest rates could adversely impact the Company's earnings, to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. There has been no significant change in the Company's market risk exposure since December 31, 2003. ITEM 4. CONTROLS AND PROCEDURES a. Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial officers of the Company concluded that the Company's disclosure controls and procedures were adequate. b. Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which Pointe Financial Corporation or any of its subsidiaries is a party or to which any of their property is subject. 18 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this report.* 2.1 Plan of Merger and Merger Agreement dated February 14, 1997 by and between Pointe Federal Savings Bank and Pointe Bank (Exhibit 2.1 to the Registrant's Form SB-2 Registration Statement, File No. 333-49835, as initially filed with the Securities and Exchange Commission on April 9, 1998 [the "Registration Statement"]). 3.1 Articles of Incorporation of the Registrant (Exhibit 3.1 to the Registration Statement). 3.2 By-Laws of the Registrant (Exhibit 3.2 to the Registration Statement). 4.1 Specimen Common Stock Certificate (Exhibit 4.1 to the Registration Statement). 10.1** 1994 Non-Statutory Stock Option Plan (Exhibit 10.1 to the Registration Statement). 10.2** Deferred Compensation Plan (Exhibit 10.2 to the Registration Statement). 10.3 Office Lease Agreement dated October 8, 1986 by and between Centrum Pembroke, Inc. and Flamingo Bank (Exhibit 10.3 to the Registration Statement). 10.4 Lease dated as of July 15, 1992 between Konrad Ulmer and Pointe Savings Bank (Exhibit 10.4 to the Registration Statement). 10.6 Credit Agreement dated August 18, 1997 between Independent Bankers' Bank of Florida and Pointe Bank (Exhibit 10.6 to the Registration Statement). 10.7 Credit Agreement dated October 14, 1997 between SunTrust Bank/Miami, N.A. and Pointe Bank (Exhibit 10.7 to the Registration Statement). 10.8 Agreement for Advances and Security Agreement with Blanket Floating Lien dated November 24, 1997 between Pointe Bank and the Federal Home Loan Bank of Atlanta (Exhibit 10.8 to the Registration Statement). 10.9 Equipment Sales and Software License Agreements between Information Technology, Inc. and Pointe Financial Corporation (Exhibit 10.9 to the Registration Statement). 10.10 Master Equipment Lease Agreement dated May 7, 1997 between Leasetec Corporation and Pointe Financial Corporation (Exhibit 10.10 to the Registration Statement). 10.11** Letter Agreement dated March 9, 1995 between Pointe Financial Corporation and R. Carl Palmer, Jr. (Exhibit 10.11 to the Registration Statement). 10.12** 1998 Incentive Compensation and Stock Award Plan (Exhibit 10.12 to the Registration Statement). 10.13*** Employment agreement between the Company and R. Carl Palmer, Jr. (Exhibit 10.13 to the 1999 Form 10-K filed February 23, 2000).
19 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K, CONTINUED 10.15*** Employment agreement between the Company and Bradley R. Meredith (Exhibit 10.15 to the 1999 Form 10-K filed February 23, 2000). 10.16 Branch Purchase and Deposit Assumption Agreement by and between Pointe Bank and Republic Bank dated January 4, 2001, Amendment included (Exhibit 10.16 to the Form 10-QSB filed May 8, 2001). 10.17*** Employment agreement between the Company and Jean Murphy-Engler. (Exhibit 10.17 to the Form 10-QSB filed August 9, 2002). 10.18*** Employment agreement between the Company and John P. Dover. (Exhibit 10.18 to the Form 10-QSB filed August 9, 2002). 10.19* Amended and restated lease agreement dated May 13, 2002, by and between 21845 Powerline Road, Ltd. and Pointe Bank. 10.20 Standard Retail Lease Agreement dated June 25, 2002 between Marquesa, Inc. and Pointe Bank. 11.1 Statement regarding calculation of earnings per common share (included in Note 3 to the Condensed Consolidated Financial Statements). 12.1 Statement regarding calculation of ratio of earnings to fixed charges (included in Audited Consolidated Financial Statements in the 2001 Form 10-K). 21.1 Subsidiaries of the Registrant (included in the Audited Consolidated Financial Statements in the 2002 Form 10-K). 31.1 CEO Certification required under Section 302 of Sarbanes-Oxley Act of 2002. 31.2 CFO Certification required under Section 302 of Sarbanes-Oxley Act of 2002. 32.1 CEO Certifications required under Section 906 of Sarbanes-Oxley Act of 2002. 32.2 CFO Certifications required under Section 906 of Sarbanes-Oxley Act of 2002.
* Exhibits followed by a parenthetical reference are incorporated herein by reference from the documents described therein. ** Exhibits 10.1, 10.2, 10.11 and 10.12 are compensatory plans or arrangements. *** Contracts with Management. (b) Reports on Form 8-K During the first quarter, the Company filed a report on Form 8-K dated January 15, 2004 reporting the press release covering the results for fourth quarter of 2003. During the first quarter, the Company filed a report on Form 8-K dated February 20, 2004 reporting the press release covering the branch sale of the Company's Boca Greens office. 20 POINTE FINANCIAL CORPORATION AND SUBSIDIARIES SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. POINTE FINANCIAL CORPORATION (Registrant) Date: May 7, 2004 By: /s/ R. Carl Palmer, Jr. ----------- ---------------------------------------------- R. Carl Palmer, Jr., Chairman of the Board, President and Chief Executive Officer Date: May 7, 2004 By: /s/ Bradley R. Meredith ----------- ----------------------------------------------- Bradley R. Meredith, Senior Vice President and Chief Financial Officer 21 EX-31.1 2 certification-311.txt CERTIFICATION Exhibit 31.1 CERTIFICATIONS I, R. Carl Palmer, Jr., certify, that: 1. I have reviewed this quarterly report on Form 10-QSB of Pointe Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 7, 2004 By: /s/ R. Carl Palmer, Jr. ---------------------------- R. Carl Palmer, Jr., Chairman of the Board, President and Chief Executive Officer EX-31.2 3 certification-312.txt CERTIFICATION Exhibit 31.2 I, Bradley R. Meredith, certify, that: 1. I have reviewed this quarterly report on Form 10-QSB of Pointe Financial Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 7, 2004 By: /s/ Bradley R. Meredith ------------------------------ Bradley R. Meredith, Senior Vice President and Chief Financial Officer EX-32.1 4 certificaiton-321.txt CERTIFICATION Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pointe Financial Corporation (the "Company") on Form 10-QSB for the period ended March 31, 2004 as filed with the Securities and Exchange Commission (the "Report"), I, R. Carl Palmer, Jr., Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.ss. 1350, as added by ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. Date: May 7, 2004 By: /s/ R. Carl Palmer, Jr. ------------------------------------- R. Carl Palmer, Jr., Chairman of the Board, President and Chief Executive Officer EX-32.2 5 certification-322.txt CERTIFICATION Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pointe Financial Corporation (the "Company") on Form 10-QSB for the period ended March 31, 2004 as filed with the Securities and Exchange Commission (the "Report"), I, Bradley R. Meredith, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.ss. 1350, as added by ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report. Date: May 7, 2004 By: /s/ Bradley R. Meredith -------------------------- Bradley R. Meredith, Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----