<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 9, 2000
REPUBLIC BANCSHARES, INC.
(Exact Name of registrant as specified in its charter)
Florida 0-27652 59-1463900
------- ------- ----------
(State or other jurisdiction) (Commission (IRS Employer
File Number) identification No,)
111 Second Avenue N.E.
St. Petersburg, FL 33701
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (727)-823-7300
----------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5 - Other Events
On February 1, 2000, we reported that the Company earned net income of $10.7
million, or $.95 per share on a diluted basis, compared with a net loss of
$12.4 million, or $1.34 per share for 1998. At December 31, 1999, the Company
had total assets of $2.57 billion, stockholders equity of $170.2 million and a
book value per share of $15.06. The content of the report is comprised of the
press release text relating to this matter included in this filing as Exhibit
99.
Statements in this release may constitute forward-looking statements that are
based on the current beliefs and expectations of our management, as well as
assumptions made by, and information currently available to, our management.
Forward-looking statements are based largely on expectations and are subject to
a number of risks and uncertainties including but not limited to economic,
competitive and other factors affecting us and our operations.
Exhibit 99
Press Release Dated February 1, 2000
<PAGE> 3
SIGNATURES
Pursuant to 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 hereunto duly authorized.
REPUBLIC BANCSHARES, INC.
(Registrant)
Date: February 9, 2000 By: /s/ William R. Falzone
-----------------------------------
William R. Falzone
Treasurer
<PAGE> 1
Exhibit 99
REPUBLIC BANCSHARES, INC.
PRESS RELEASE
DATE: February 1, 2000
CONTACT: Alfred T. May, President and CEO (ext. 3341) or
William R. Falzone, Chief Financial Officer (ext. 3396)
(727) 823-7300
FOR IMMEDIATE RELEASE
REPUBLIC BANCSHARES, INC. REPORTS 1999 NET INCOME OF $.95 PER SHARE
St. Petersburg, Florida, February 1, 2000 -- Republic Bancshares Inc. (the
"Company", Nasdaq: REPB) today announced 1999 net income of $10.7 million, or
$.95 per share on a diluted basis, compared with a net loss of $12.4 million,
or $1.34 per share, for 1998. Management estimates that 1999 net income was
penalized by expected after-tax operating losses of $2.9 million or $.26 per
share from the Company's branch expansion program and from losses on the
wrap-up of now-discontinued mortgage operations of $4.0 million or $.35 per
share, which includes the cost of a litigation settlement related to those
discontinued operations. Earnings benefited from several positive factors, all
net of tax effect, including gains on sales of branch deposits and branch
properties of $1.5 million or $.13 per share and gains on sale of portfolio
loans of $1.1 million or $.10 per share.
Net income for the quarter ended December 31, 1999 was $1.8 million or $.16 per
share compared to a net loss of $21.1 million or $2.04 per share for 1998. A
summary of results of operations is as follows ($ in thousands, except per
share data):
Year ended December 31st: 1999 1998
------------------------- ---- ----
Net income (loss) $ 10,692 $ (12,421)
Avg. shares outstanding 11,299,902 9,286,813
Earnings (loss) per share - diluted $ .95 $ (1.34)
Quarter ended December 31st: 1999 1998
---------------------------- ---- ----
Net income (loss) $ 1,786 $ (21,097)
Avg. shares outstanding 11,310,681 10,322,263
Earnings (loss) per share - diluted $ .16 $ (2.04)
At December 31, 1999, the Company had total assets of $2.57 billion,
stockholders' equity of $170.2 million and a book value per share of $15.06,
compared with total assets of $2.51 billion, stockholders equity of $163.6
million and a book value per share of $14.77 at December 31, 1998. Total loans
were $1.89 billion at year-end 1999, compared with $2.1 billion at December 31,
1998, while total deposits were $2.28 billion, an increase of $96 million from
$2.19 billion at year end 1998.
<PAGE> 2
Financial highlights for 1999 included the following (see "Selected Annual and
Quarterly Consolidated Financial & Other Data"):
o Net interest income increased by $9.2 million or 11.1% to $92.4
million in 1999 from $83.2 million for 1998. Net interest income
for the fourth quarter of 1999 was $23.8 million compared to $20.4
million for the same quarter one year ago. The average yield on
earning assets in 1999 was 8.05% compared to 8.56% for 1998 which
reflects a reduction in higher-yielding loans held for sale and a
greater emphasis on investment securities. Funds cost was 4.53% for
1999 compared to 4.86% for 1998. Net interest spread, the
difference between the yield on earning assets and the cost of
funds, was 3.52% for 1999 compared to 3.70% for 1998.
o General and administrative expenses were $84.4 million in 1999
compared to $129.0 million in 1998, a decline of $44.6 million.
Expenses from banking operations were $76.1 million in 1999
compared to $69.8 million in 1998, an increase of $6.3 million.
Included in 1999 expenses for banking operations were costs
associated with the branch expansion program of $8.6 million.
Expenses from discontinued mortgage operations accounted for a
$50.9 million reduction in expenses.
o Nonperforming assets were $31.2 million at December 31, 1999, a
decrease of $11.6 million from $42.8 million at year-end 1998.
Nonperforming loans were $25.2 million at the end of 1999 compared
to $36.8 million at the end of 1998. The composition of the
Company's nonperforming loans was as follows ($ in thousands):
<TABLE>
<CAPTION>
At December 31, Increase
1999 1998 (Decrease)
---- ---- ----------
<S> <C> <C> <C>
Residential first lien $ 19,654 $ 22,948 $ (3,294)
Commercial mortgages 3,252 11,303 (8,051)
Commercial loans 797 1,312 (515)
Consumer and other 1,447 1,261 186
--------- -------- ---------
Total $ 25,150 $ 36,824 $ (11,674)
======== ======== =========
</TABLE>
o The allowance for loan losses at year-end 1999 was $28.1 million or
1.49% of total loans, compared to an equal amount or 1.48% of total
loans at year-end 1998. During the year management placed a $9.9
million loan loss provision in the allowance based on an analysis
of the Company's charge-off history and ongoing reviews of credit
quality of the various segments of the portfolio.
o The private placement of convertible debentures and the
restructuring of the Company's senior debt during 1999 along with
an emphasis on lower risk-weighted assets improved the Company and
the Bank's regulatory capital ratios. The tier 1 (leverage), tier 1
(risk-based) and total capital ratios for the Bank at December 31,
1999 were 6.78%, 10.33% and 11.62%. The Company's ratios were
6.02%, 9.16% and 11.53%. All ratios exceeded "well-capitalized"
guidelines.
The Company also announced that it had reached a settlement in a lawsuit with a
former vendor that provided printing and direct mailing services for the
Company's now-discontinued mortgage banking operations. Under the settlement,
the Company agreed to pay $716,000 and the vendor agreed to waive all further
claims for contract payments allegedly due it.
<PAGE> 3
The common stock of Republic Bancshares is traded on the Nasdaq National Market
under the trading symbol "REPB." Through its banking subsidiary, Republic Bank,
the Company operates 81 full service banking offices throughout Florida and at
$2.57 billion in total assets is one of the largest banking organizations
headquartered in Florida. The Bank offers Internet banking services at its
website address, www.republicbankfl.com.
===============================================================================
STATEMENTS IN THIS RELEASE MAY CONSTITUTE FORWARD-LOOKING STATEMENTS THAT ARE
BASED ON THE CURRENT BELIEFS AND EXPECTATIONS OF THE COMPANY'S MANAGEMENT, AS
WELL AS ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE
COMPANY'S MANAGEMENT. FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON
EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES INCLUDING
BUT NOT LIMITED TO ECONOMIC, COMPETITIVE AND OTHER FACTORS AFFECTING THE
COMPANY AND ITS OPERATIONS.
<PAGE> 4
REPUBLIC BANCSHARES, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS -DECEMBER 31, 1999 AND 1998
($ in thousands, except share data)
<TABLE>
<CAPTION>
December 31,
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 62,643 $ 46,143
Interest bearing deposits in banks 3,758 3,467
Federal funds sold 27,060 93,000
Commercial Paper--available for sale 39,888 --
Investment securities:
Available for sale 25,555 31,003
Held to maturity -- --
Mortgage-backed securities:
Held to maturity 33,068 --
Available for sale 315,268 32,713
Trading 39,229 66,067
FHLB stock 13,816 11,152
Loans held for sale -- 184,176
Loans, net of allowance for loan losses 1,861,715 1,868,212
Premises and equipment, net 52,574 60,274
Other real estate owned acquired through foreclosure, net 5,332 4,951
Accrued interest receivable 14,747 13,452
Goodwill and premium on deposits 32,827 36,916
Other assets 38,546 53,591
---------- ----------
Total assets $2,566,026 $2,505,117
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits-
Noninterest bearing checking $ 127,619 $ 138,934
Interest checking 187,463 189,392
Money market 211,558 159,868
Savings 309,996 366,817
Time deposits 1,446,173 1,332,401
---------- ----------
Total deposits 2,282,809 2,187,412
Securities sold under agreements to repurchase 37,241 36,640
FHLB advances 769 25,000
Holding company senior debt 9,167 25,000
Convertible subordinated debt 14,684 --
Term subordinated debt 2,750 --
Holding company unsecured notes -- 7,000
Other liabilities 19,611 31,718
---------- ----------
Total liabilities 2,367,031 2,312,770
Company-obligated mandatorily redeemable capital
securities of subsidiary trust holding solely junior
subordinated debentures of the Company 28,750 28,750
Stockholders' equity:
Perpetual preferred convertible stock ($20.00 par, 100,000 shares
authorized, 75,000 shares issued and outstanding. Liquidation preference
$6.6 million
at December 31, 1999 and 1998.) 1,500 1,500
Common stock ($2.00 par, 20,000,000 shares authorized, 10,555,889 and 10,323,194
shares issued and outstanding at December 31, 1999 and 1998, respectively) 21,112 20,646
Capital surplus 128,780 125,364
Retained earnings 26,530 16,103
Net unrealized (losses) gains on available for sale securities, net of tax effect (7,677) (16)
---------- ----------
Total stockholders' equity 170,245 163,597
---------- ----------
Total liabilities and stockholders' equity $2,566,026 $2,505,117
========== ==========
</TABLE>
<PAGE> 5
REPUBLIC BANCSHARES, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except share data)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------
1999 1998 1997
------------ ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 166,656 $ 159,495 $ 105,803
Interest on investment securities 2,075 2,364 2,598
Interest on mortgage-backed securities 12,840 1,669 5,252
Interest on trading securities 2,224 2,859 59
Interest on federal funds sold 5,206 5,435 2,578
Interest on commercial paper 347 -- --
Interest on other investments 1,415 971 1,544
------------ ----------- -----------
Total interest income 190,763 172,793 117,834
------------ ----------- -----------
INTEREST EXPENSE:
Interest on deposits 94,133 81,157 57,849
Interest on FHLB advances 164 6,103 1,364
Interest on holding company debt 2,277 507 392
Interest on other borrowings 1,806 1,842 1,137
------------ ----------- -----------
Total interest expense 98,380 89,609 60,742
------------ ----------- -----------
Net interest income 92,383 83,184 57,092
PROVISION FOR LOAN LOSSES 9,923 14,261 3,247
------------ ----------- -----------
Net interest income after provision for
loan losses 82,460 68,923 53,845
------------ ----------- -----------
NONINTEREST INCOME:
Service charges and fees on deposits 5,409 4,472 3,701
Loan service fees 6,584 692 401
Other loan fee income 4,281 2,486 1,210
Income from mortgage banking activities -- 40,600 15,009
Gain on sale of loans 3,602 2,890 5,334
Gain on sale of securities, net (714) 1,040 1,308
Other operating income 6,670 3,977 2,488
------------ ----------- -----------
Total noninterest income 25,832 56,157 29,451
NONINTEREST EXPENSES:
Salaries and employee benefits 41,716 53,257 31,926
Net occupancy expense 15,958 13,623 9,376
Data processing fees 4,823 3,743 2,970
Advertising 1,103 18,776 4,712
Other operating expense 20,830 39,618 16,436
------------ ----------- -----------
Total general and administrative expenses 84,430 129,017 65,420
Merger expenses -- 3,233 1,144
Restructuring cost -- 6,673 --
Provisions for losses on ORE 80 1,603 530
ORE expense, net of ORE income (307) (40) 396
Amortization of goodwill & premium on deposits 3,910 1,930 479
------------ ----------- -----------
Total noninterest expenses 88,113 142,416 67,969
------------ ----------- -----------
Income (loss) before income taxes and minority interest 20,179 (17,336) 15,327
Income tax (provision) benefit (7,800) 6,602 (6,165)
Minority interests in income from subsidiary trust (1,687) (1,687) (701)
Minority interest -- -- (674)
------------ ----------- -----------
NET INCOME (LOSS) $ 10,692 $ (12,421) $ 7,787
============ ========= =========
PER SHARE DATA:
Net income (loss) per common share-basic $ 1.02 $ (1.34) $ 1.16
============ ========= =========
Weighted average common shares outstanding-basic 10,484,650 9,286,813 6,693,970
============ ========= =========
Net income (loss) per common and common equivalent shares-diluted $ .95 $ (1.34) $ 1.01
============ ========= =========
Weighted average common and common equivalent
shares outstanding-diluted 11,299,902 9,286,813 7,920,926
============ ========= =========
</TABLE>
<PAGE> 6
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
($ IN THOUSANDS, EXCEPT SHARE DATA, FINANCIAL RATIOS AND OTHER DATA)
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------------------------------------
OPERATING DATA: 1999 1998 1997 1996 1995
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Interest income $ 190,763 $ 172,793 $ 117,834 $ 99,058 $ 88,848
Interest expense 98,380 89,609 60,742 51,245 47,232
------------ ----------- ----------- ----------- -----------
Net interest income 92,383 83,184 57,092 47,813 41,616
Loan loss provision 9,923 14,261 3,247 2,758 2,424
------------ ----------- ----------- ----------- -----------
Net interest income after loan loss provision 82,460 68,923 53,845 45,055 39,192
Noninterest income 25,832 56,157 29,451 10,531 8,964
Gain on sale of ORE held for investment -- -- -- 1,207 --
General and administrative ("G&A") expenses 84,430 129,017 65,420 44,788 39,287
Merger/acquisition expenses -- 3,233 1,144 -- --
Restructuring costs -- 6,673 -- -- --
SAIF special assessment -- -- -- 4,818 --
Provision for losses on ORE 80 1,603 530 111 240
Other noninterest (income) expense (307) (40) 396 (490) 661
Amort. of goodwill & premium on deposits 3,910 1,930 479 491 450
------------ ----------- ----------- ----------- -----------
Net income (loss) before income taxes, negative
goodwill accretion & minority interest 20,179 (17,336) 15,327 7,075 7,518
Accretion of negative goodwill -- -- -- -- 1,578
------------ ----------- ----------- ----------- -----------
Net income (loss) before income taxes
& minority interest 20,179 (17,336) 15,327 7,075 9,096
Income tax benefit (expense) (7,800) 6,602 (6,165) (2,772) (2,231)
Minority interest in income from subsidiary trust (1,687) (1,687) (701) -- --
Minority interest in FFO -- -- (674) (505) 503
------------ ----------- ----------- ----------- -----------
Net income (loss) $ 10,692 $ (12,421) $ 7,787 $ 3,798 $ 6,362
============ =========== =========== =========== ===========
Earnings (loss) per share - basic $ 1.02 $ (1.34) $ 1.16 $ .59 $ 1.05
============ =========== =========== =========== ===========
Weighted average shares outstanding - basic 10,484,650 9,286,813 6,693,970 6,423,130 6,057,206
============ =========== =========== =========== ===========
Earnings (loss) per share - diluted $ .95 $ (1.34) $ 1.01 $ .53 $ .93
============ =========== =========== =========== ===========
Weighted average shares outstanding - diluted 11,299,902 9,286,813 7,920,926 7,204,217 6,820,377
============ =========== =========== =========== ===========
BALANCE SHEET DATA:
Total assets $ 2,566,026 $ 2,505,117 $ 1,678,831 $ 1,365,845 $ 1,241,967
Investment & mortgage backed securities 453,008 129,783 115,769 170,392 164,387
Loans held for sale -- 184,176 187,226 98,349 84,311
Loans held in portfolio 1,889,892 1,896,289 1,215,900 976,222 885,841
Allowance for loan losses 28,177 28,077 22,023 19,774 (21,097)
Goodwill & premium on deposits 32,827 36,916 4,855 527 1,017
Deposits 2,282,809 2,187,412 1,471,679 1,237,211 1,110,293
Stockholders' equity 170,245 163,597 102,530 75,961 72,697
Book value per share (dollars) 15.06 14.77 12.28 10.59 10.13
SELECTED FINANCIAL RATIOS:
Return on average assets .42% (.58)% .53% .29% .54%
Return on average equity 6.39 (7.91) 9.46 5.11 9.95
Equity to assets 6.63 6.53 6.11 5.56 6.85
Equity & minority interest in preferred
subsidiary to assets 7.75 7.68 7.82 5.56 5.85
Net interest spread 3.52 3.71 3.64 3.57 3.64
Net interest margin 3.87 4.12 4.08 3.93 3.96
G&A expense to average assets-Comm
banking segment only 3.35 2.76 3.23 3.33 3.35
G&A efficiency ratio-Comm. banking segment only 71.42 70.12 72.35 75.28 77.67
Loan/deposit ratio - Excludes loans held for sale 82.79 86.69 82.62 78.71 79.78
Nonperforming loans to loans 1.33 1.94 2.41 2.31 2.38
Nonperforming assets to total assets 1.22 1.71 2.31 2.35 2.78
Loan loss allowance to loans 1.49 1.48 1.81 2.03 2.26
Loan loss allowance to nonperforming loans:
Originated portfolio 137.61 77.06 89.26 66.79 89.17
March 1995 purchase 246.89 108.06 373.91 488.78 647.83
Crossland portfolio 24.63 43.50 421.88 126.12 41.77
July 1997 purchase -- 35.70 31.74 N/A N/A
Other purchased portfolios 14.03 113.69 18.41 89.80 41.84
Total portfolio loans 112.04 76.25 75.21 87.61 100.12
OTHER DATA (AT PERIOD-END):
Number of branches 81 62 48 46 46
Number of full time equivalent employees 1,000 1,733 1,165 930 706
</TABLE>
<PAGE> 7
SELECTED QUARTERLY CONSOLIDATED FINANCIAL AND OTHER DATA (UNAUDITED)
($ IN THOUSANDS, EXCEPT SHARE DATA, FINANCIAL RATIOS, AND OTHER RATIOS)
<TABLE>
<CAPTION>
QUARTERS ENDED
--------------------------------------------------------------------------------
DEC. 1999 SEPT. 1999 JUNE 1999 MAR. 1999 DEC. 1998
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest income $ 48,961 $ 48,158 $ 46,965 $ 46,679 $ 45,734
Interest expense 25,128 24,795 24,202 24,256 25,303
------------ ------------ ------------ ------------ ------------
Net interest income 23,833 23,363 22,763 22,423 20,431
Loan loss provision 3,120 3,871 1,410 1,522 8,305
------------ ------------ ------------ ------------ ------------
Net interest income after loan
loss provision 20,713 19,492 21,353 20,901 12,126
Noninterest income 5,048 7,621 5,800 7,363 3,424
General & administrative ("G&A") expenses 20,782 20,615 20,685 22,346 37,214
Other noninterest expense 1,150 1,043 840 651 11,403
------------ ------------ ------------ ------------ ------------
Net income (loss) before income taxes
& minority interest 3,829 5,455 5,628 5,267 (33,067)
Income tax (provision) benefit (1,622) (1,968) (2,219) (1,991) 12,391
Minority interest in income from
subsidiary trust-net of tax (421) (424) (421) (421) (421)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 1,786 $ 3,063 $ 2,988 $ 2,855 $ (21,097)
============ ============ ============ ============ ============
PER SHARE DATA:
Earnings per share - diluted $ .16 $ .27 $ .26 $ .25 $ (2.04)
============ ============ ============ ============ ============
Weighted average shares outstanding -
diluted 11,310,681 11,309,550 11,359,392 11,246,636 10,322,263
============ ============ ============ ============ ============
Earnings per share - basic $ .17 $ .29 $ .28 $ .27 $ (2.04)
============ ============ ============ ============ ============
Weighted average shares outstanding -
basic 10,547,802 10,510,415 10,493,214 10,386,952 10,322,263
============ ============ ============ ============ ============
BALANCE SHEET DATA (AT PERIOD-END):
Total assets $ 2,566,026 $ 2,517,507 $ 2,573,825 $ 2,493,425 $ 2,505,117
Investment & mortgage-backed securities 453,008 357,639 345,128 355,024 129,783
Loans held for sale -- -- -- 80,915 184,176
Portfolio loans, net of unearned income 1,889,892 1,867,387 1,876,982 1,836,355 1,896,289
Nonperforming assets 31,218 32,633 39,205 41,863 42,785
Allowance for loan losses 28,177 28,189 26,209 27,442 28,077
Goodwill & premium on deposits 32,827 33,791 34,936 35,906 36,916
Deposits 2,282,809 2,224,614 2,273,443 2,188,470 2,187,412
Stockholders' equity 170,245 169,544 167,608 168,448 163,597
Book value per share (dollars) 15.06 15.05 14.89 15.01 14.77
SELECTED FINANCIAL RATIOS:
Return on average assets .28% .48% .48% .47% (3.37)%
Return on average equity 4.19 7.07 7.23 7.11 (45.03)
Equity to assets 6.63 6.73 6.51 6.76 6.53
Equity and minority interest in
preferred subsidiary to assets 7.75 7.88 7.63 7.91 7.68
Portfolio loans/deposit ratio 82.79 83.94 82.56 83.91 86.69
Net interest spread 3.58 3.50 3.53 3.46 3.17
Net interest margin 3.95 3.85 3.87 3.81 3.59
G & A expense to average assets (1) 3.27 3.24 3.30 3.61 2.78
G & A efficiency ratio (1) 71.96 66.53 72.42 75.02 73.75
Loan loss allowance to portfolio loans 1.49 1.51 1.40 1.49 1.48
Loan loss allowance to nonperforming
loans 112.04 108.32 77.11 79.16 74.21
CAPITAL RATIOS:
Tier 1 (leverage) - Company 6.02 5.94 5.83 5.76 5.49
Tier 1 (leverage) - Bank 6.78 6.83 6.96 6.85 6.66
Tier 1/risk-assets - Company 9.16 9.23 8.91 8.72 7.72
Tier 1/risk assets - Bank 10.33 10.57 10.59 10.35 9.27
Risk-based capital - Company 11.53 11.62 10.21 10.02 9.01
Risk-based capital - Bank 11.62 11.87 11.88 11.65 10.56
OTHER DATA (AT PERIOD-END):
Number of branch banking offices 81 81 83 70 62
Number of full-time equivalent employees 1,000 1,019 1,151 1,297 1,733
</TABLE>
(1) Ratios prior to 1999 include the commercial banking segment only.
