<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION REPORT FROM _____ TO _____
Commission file number 333-39609
Tarpon Coast Bancorp, Inc.
(Exact name of small business issuer as specified in its charter)
Florida 65-0772718
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4055 Tamiami Trail
Port Charlotte, FL 33952
(Address of principal executive offices)
941-625-1744
(Issuer's telephone number)
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 ,as 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.
Class Outstanding as of March 31, 1998
----- --------------------------------
Common Stock, $.01 par value 1,182,151
Transitional Small Business Disclosure Format: Yes No X
---- ----
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TARPON COAST BANCORP, INC.
INDEX
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of March 31, 1998................................................. 1
Statement of Operations for the Three Months
Ended March 31, 1998...................................................... 2
Statement of Shareholders' Equity for the Three Months
Ended March 31, 1998...................................................... 3
Statement of Cash Flows for the Three Months
Ended March 31, 1998...................................................... 4
Notes to Financial Statements...................................................... 5
Item 2. Management's Discussion and Analysis............................................... 6
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders................................ 6
Item 6. Exhibits and Reports on Form 8-K................................................... 7
SIGNATURES.......................................................................................... 7
EXHIBIT INDEX....................................................................................... 7
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TARPON COAST BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 1998
(Unaudited)
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A S S E T S
- -----------
Cash and due from banks $ 92,680
Cash and cash equivalents in escrow 9,610,523
------------
TOTAL CASH AND CASH EQUIVALENTS 9,703,203
------------
Premises & Equipment - NOTE B 1,049,690
Prepaid expenses 5,845
Other assets 15,241
------------
$ 10,773,979
============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Accrued expenses and other liabilities $ 37,627
------------
TOTAL LIABILITIES 37,627
------------
Shareholders' Equity:
Preferred stock, no stated par,
2,000,000 shares authorized; no shares
issued and outstanding
Common stock, par value $.01 per share,
10,000,000 shares authorized; 1,182,151 shares
issued and outstanding 11,821
Additional paid-in capital 10,972,560
Deficit accumulated during the development stage (248,029)
-----------
TOTAL SHAREHOLDERS' EQUITY 10,736,352
------------
$ 10,773,979
============
</TABLE>
See accompanying notes to financial statements
1
<PAGE> 4
TARPON COAST BANCORP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
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INCOME
- ------
Interest income $ 87,978
--------
EXPENSES
- --------
Salaries and benefits 104,708
Occupancy & equipment expense 10,736
Professional fees 11,282
Other expenses 38,458
--------
TOTAL EXPENSES 165,184
--------
NET LOSS $(77,204)
========
NET LOSS PER SHARE $ (0.09)
========
AVERAGE SHARES OUTSTANDING 814,401
========
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 5
TARPON COAST BANCORP, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Paid-in Development
Stock Capital Stage Total
------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Balance
January 1, 1998 $ 1 $ 999 $ (170,825) $ (169,825)
Proceeds from
issuance of
common stock 11,820 10,971,561 0 10,983,381
Net loss 0 0 (77,204) (77,204)
------- ----------- ---------- -----------
Balance
March 31, 1998 $11,821 $10,972,560 $ (248,029) $10,736,352
======= =========== ========== ===========
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 6
TARPON COAST BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
Net loss $ (77,204)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 1,061
Increase in prepaid expenses (1,343)
Decrease in other assets 54,410
Decrease in accrued expenses (11,136)
----------
NET CASH USED IN OPERATING ACTIVITIES (34,212)
----------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Purchases of premises and equipment (954,711)
----------
NET CASH USED IN INVESTING ACTIVITIES (954,711)
----------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Net proceeds from issuance of common stock 10,661,896
Repayment of organizer advances (44,350)
----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,617,546
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 9,628,623
CASH AND CASH EQUIVALENTS
- -------------------------
Beginning of period 74,580
----------
End of period $9,703,203
==========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES
- -----------------------------------------------------
Settlement of organizers advances in
exchange for issuance of common stock $ 321,485
==========
</TABLE>
See accompanying notes to financial statements
4
<PAGE> 7
TARPON COAST BANCORP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998
NOTE A - ORGANIZATION AND BASIS OF PRESENTATION
Organization:
Tarpon Coast Bancorp, Inc. formerly known as Gulf Coast Bancorp, Inc.
(the Company) was incorporated under the laws of the state of Florida on August
7, 1997 with an initial capitalization of $1,000. The Company is the successor
entity to Gulf Coast Community Partners, organized on May 1, 1997 as a general
partnership. The Company's activities to date have been limited to the
organization of Tarpon Coast National Bank (the Bank), as well as the offering
of $11,500,000 in common stock (the Offering). A substantial portion of the
proceeds of the Offering will be used by the Company to provide the initial
capitalization of the Bank. The Company has received preliminary approval from
the Office of the Comptroller of the Currency, approval from the Federal
Deposit Insurance Corporation (the FDIC) for deposit insurance, and approval
from the Federal Reserve Bank to acquire the Bank upon commencement of its
operations. It is anticipated that the Bank will commence its operations in
June 1998.
Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary have been made for the fair presentation of the
Company's financial position and results of operations. Operating results for
the three months ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1998.
NOTE B - INITIAL PUBLIC OFFERING
On January 23, 1998, the Company sold 1,150,000 shares of common stock
in a public offering providing net proceeds of approximately $10.7 million
after deducting underwriters discounts and offering costs. In addition, the
Company issued 32,151 shares in exchange for seed money advances from its
organizers at the public offering price of $10 per share. The net proceeds
from the public offering are being held in an escrow account until such time as
the Bank receives its charter from the Comptroller of the Currency and is
invested in repurchase agreements secured by U.S. Treasury and Agency
securities.
5
<PAGE> 8
Item 2. Management's Discussion and Analysis
Tarpon Coast Bancorp, Inc. was formed in August 1997 and is in the development
stage. Accordingly, its operations have been limited to the organization of
its proposed bank subsidiary, Tarpon Coast National Bank (the Bank) and in
raising its initial capital through the offering of its common stock (See Note
B to the financial statements).
The following is a discussion of the Company's financial condition and results
of operations for the period ended March 31, 1998:
Financial Condition
The Company raised approximately $10.7 million in capital as a result of its
initial public offering. This, together with seed money advances from its
organizers of approximately $321,000 comprise the sole source of the Company's
funding. Proceeds from the offering are to be used to fund the initial
capitalization of the Bank at $7.5 million. The remaining net proceeds will be
invested by the Company in an overnight repurchase agreement with the Bank
secured by U.S. Treasury and Agency securities and otherwise held by the
Company as working capital for general corporate purposes and to pay operating
expenses, as well as for possible future capital contributions to the Bank.
Management believes that the net proceeds of the offering will satisfy the
Company's cash requirements for at least the first twelve (12) month period
following the opening of the Bank.
At March 31, 1998, the Company has invested approximately $1,050,000 in
premises and equipment of which $886,000 is represented by the cost of
acquiring the site for the Bank. It is anticipated that the Company will incur
additional expenditures aggregating approximately $1,100,000 to complete and
equip the main banking facility.
The net proceeds of the public offering are being held in an escrow account
pending receipt of the Bank's charter from the Office of the Comptroller of the
Currency and is being invested in repurchase agreements secured by U.S.
Treasury and Agency securities.
Results of Operations
As the Company was formed in the second quarter of 1997, there is no comparable
quarterly results. The net loss of $77,204 for the first quarter of 1998 is
attributable solely to expenses incurred in the organization of the Company and
the Bank, and for other pre-opening expenses, offset by interest earned on the
escrow account of approximately $88,000. Management anticipates that the
Company will continue to experience losses from operations until such time as
the operations of the Bank achieve profitable levels.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
During the first quarter, there were no matters submitted to a vote of
security holders.
6
<PAGE> 9
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27.1 Financial Data Schedule
b. Reports on Form 8-K
The Company did not file a Current Report on Form 8-K during the
quarter ended March 31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: May 4, 1998 /s/ George E. Cline , III
-------------------------------
George E. Cline, III
Chief Financial Officer
Date: May 4, 1998 /s/ Lewis S. Albert
-------------------------------
Lewis S. Albert
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
27.1 Financial Data Schedule
7
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 9,703,203
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 10,773,979
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 37,627
<LONG-TERM> 0
0
0
<COMMON> 11,821
<OTHER-SE> 10,724,531
<TOTAL-LIABILITIES-AND-EQUITY> 10,773,979
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 87,978
<INTEREST-TOTAL> 87,978
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 87,978
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 165,184
<INCOME-PRETAX> (77,204)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (77,204)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
