<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 JUNE 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION REPORT FROM _____ TO _____
Commission file number 0-23619
Tarpon Coast Bancorp, Inc.
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(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.)
1490 Tamiami Trail
Port Charlotte, FL 33948
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(Address of principal executive offices)
941-629-8111
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(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 June 30, 1999
------ -------------------------------
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
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 1999 and December 31, 1998 1
Statement of Operations for the Three Months
Ended June 30, 1999 and 1998 .................... 2
Statements of Operations for the Six Months
Ended June 30, 1999 and 1998 .................... 3
Statement of Cash Flows for the Six Months
Ended June 30, 1999 and 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 ... 9
Item 6. Exhibits and Reports on Form 8-K ...................... 9
SIGNATURES ............................................................. 9
EXHIBIT INDEX .......................................................... 9
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
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<S> <C> <C>
ASSETS (Unaudited)
Cash and due from banks $ 2,225,988 $ 990,881
Federal funds sold 1,800,000 3,700,000
------------ ------------
Total cash and cash equivalents 4,025,988 4,690,881
Securities available for sale 11,284,879 8,652,487
Loans 17,717,101 7,367,382
Less allowance for loan losses (308,000) (154,000)
------------ ------------
Net loans 17,409,101 7,213,382
Premises and equipment, net 2,969,144 2,149,409
Accrued interest & other assets 304,519 131,355
------------ ------------
Total assets $ 35,993,631 $ 22,837,514
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 3,774,800 $ 2,199,196
Interest bearing 20,203,824 10,003,192
------------ ------------
Total deposits 23,978,624 12,202,388
Customer Repurchase Agreements 2,319,116 --
Accrued interest & other liabilities 147,807 47,089
------------ ------------
Total liabilities 26,445,547 12,696,060
Shareholders' equity:
Common stock, par value $.01 per share,
10,000,000 shares authorized; 1,182,151 shares
issued and outstanding 11,821 11,821
Additional paid-in capital 10,940,915 10,940,915
Deficit (1,301,717) (824,268)
Unrealized (loss)/gain on securities available for sale (102,935) 12,986
------------ ------------
Total shareholders' equity 9,548,084 10,141,454
------------ ------------
Total liabilities and shareholders' equity $ 35,993,631 $ 22,837,514
============ ============
</TABLE>
See accompanying notes to financial statements.
1
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TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------------
1999 1998
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<S> <C> <C>
Interest income:
Interest and fees on loans $ 279,071 $ 4,718
Interest on securities 148,389 16,900
Interest on federal funds sold 63,006 25,447
Interest on reverse repurchase agreement -- 83,030
----------- -----------
Total interest income 490,466 130,095
Interest expense:
Interest on deposits 212,148 2,883
Interest on repurchase agreements 22,745 --
----------- -----------
Total interest expense 234,893 2,883
----------- -----------
Net interest income 255,573 127,212
Provision for loan losses 79,000 17,000
----------- -----------
Net interest income after
provision for loan losses 176,573 110,212
Non-interest income 18,887 5,088
Non-interest expense:
Salaries and benefits 224,077 150,962
Occupancy and equipment expense 91,607 37,377
Other expense 153,424 54,043
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Total non-interest expense 469,108 242,382
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Net loss (273,648) (127,082)
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Other comprehensive income (loss) (97,090) (4,328)
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Comprehensive income (loss) $ (370,738) $ (131,410)
=========== ===========
Net loss per share $ (0.23) $ (0.11)
=========== ===========
Average shares outstanding 1,182,151 1,182,151
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
---------------------------------
1999 1998
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<S> <C> <C>
Interest income:
Interest and fees on loans $ 469,673 $ 4,718
Interest on securities 266,446 16,900
Interest on federal funds sold 114,838 25,447
Interest on reverse repurchase agreement -- 171,008
----------- -----------
Total interest income 850,957 218,073
Interest expense:
Interest on deposits 350,075 2,883
Interest on repurchase agreements 32,254 --
----------- -----------
Total interest expense 382,329 2,883
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Net interest income 468,628 215,190
Provision for loan losses 154,000 17,000
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Net interest income after
provision for loan losses 314,628 198,190
Non-interest income 31,359 5,088
Non-interest expense:
Salaries and benefits 419,495 255,670
Occupancy and equipment expense 145,975 48,113
Other expense 257,966 103,783
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Total non-interest expense 823,436 407,566
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Net loss (477,449) (204,288)
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Other comprehensive income (loss) (115,921) (4,328)
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Comprehensive income (loss) $ (593,370) $ (208,616)
=========== ===========
Net loss per share $ (0.40) $ (0.20)
=========== ===========
Average shares outstanding 1,182,151 1,000,297
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</TABLE>
See accompanying notes to financial statements.
3
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TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
-----------------------------------
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Net loss $ (477,449) $ (204,288)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 76,154 22,483
Provision for loan losses 154,000 17,000
(Increase) Decrease in accrued interest
and other assets (173,164) (21,420)
Increase (Decrease) in accrued interest
and other liabilities 100,718 (41,048)
------------ ------------
Total adjustments 157,708 (22,985)
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Net cash used in operating activities (319,741) (227,273)
------------ ------------
Cash flows from investing activities:
Net increase in loans (10,349,719) (880,311)
Purchases of securities available for sale (5,609,374) (5,424,168)
Maturities of securities available for sale 2,861,061 --
Purchases of premises and equipment (895,889) (1,238,492)
------------ ------------
Net cash used in investing activities (13,993,921) (7,542,971)
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Cash flows from financing activities:
Net proceeds from issuance of common stock -- 10,647,608
Increase in deposits 11,776,236 3,322,214
Increase in customer repurchase agreements 1,872,533 --
Repayment of organizer advances -- (44,350)
------------ ------------
Net cash provided by financing activities 13,648,769 13,925,472
------------ ------------
Increase (Decrease) in cash and cash equivalents (664,893) 6,155,228
Cash and cash equivalents, beginning of period 4,690,881 74,580
------------ ------------
Cash and cash equivalents, end of period $ 4,025,988 $ 6,229,808
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 435,278 $ 1,506
============ ============
</TABLE>
See accompanying notes to financial statements.
4
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TARPON COAST BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED June 30, 1999
NOTE A - ORGANIZATION AND BASIS OF PRESENTATION
Organization:
Tarpon Coast Bancorp, Inc. (the "Company") was incorporated under
the laws of the state of Florida on August 7, 1997. Effective June 1, 1998, the
Company's new wholly owned subsidiary, Tarpon Coast National Bank (the "Bank")
received federal regulatory approval to commence its banking operations.
Contemporaneously, the Company became a registered bank holding company under
the Bank Holding Company Act of 1956, as amended. Until June 1, 1998, the
Company was in the development stage and its activities were limited to the
organization of the Bank, as well as the offering of $11,500,000 in common
stock (the "Offering"). Approximately $8 million of the proceeds of the
Offering have been used by the Company to provide for the capitalization of the
Bank. Also effective June 1, 1998, the Bank received approval from the Federal
Deposit Insurance Corporation (the "FDIC") for deposit insurance.
Basis of Presentation:
The accompanying unaudited consolidated financial statements
include the accounts of the Company and, since its organization on June 1,
1998, the accounts of the Bank. All intercompany accounts and transactions have
been eliminated in consolidation.
The accompanying unaudited consolidated 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 consolidated financial position and results of operations. Operating
results for the three and six month periods ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999.
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 were held in an escrow account until the Bank obtained its
charter on June 1, 1998 and were invested in repurchase agreements secured by
U.S. Treasury and Agency securities.
5
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL
Tarpon Coast Bancorp, Inc. was formed in August 1997, but its primary operating
subsidiary, the Bank, did not commence operations until June 1, 1998. Until
that time, its operations were limited to the organization of the Bank, and
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 June 30, 1999:
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 comprised the sole source of the Company's
funding during its development stage period. Proceeds from the offering have
been used to fund the capitalization of the Bank at $8 million. The remaining
proceeds are invested by the Company in an overnight repurchase agreement with
the Bank secured by U.S. Treasury and Agency securities and are being held by
the Company as working capital for general corporate purposes as well as for
possible future capital contributions to the Bank. Since the Bank commenced
operations it has attracted approximately $24 million in deposits and $2.3
million in customer repurchase agreements at June 30, 1999.
At June 30, 1999, the Company had generated $17.7 million in loans and
approximately $5.9 million in unfunded loan commitments. At that date it also
had invested approximately $11.3 million in investment securities available for
sale. At June 30, 1999, the Company had $3 million in premises and equipment,
which includes $429,000 in land and site engineering for the Bank's branch
expansion into the City of North Port, Sarasota County, Florida. The Company's
remaining liquidity less current operating requirements has been invested in
overnight federal funds of $1.8 million.
RESULTS OF OPERATIONS
While the Company was formed in the second quarter of 1997, it commenced its
banking operations June 1, 1998. Accordingly, operating results for the three
and six month periods ended June 30, 1999 are not comparable to those for the
comparable periods in 1998.
For the three-month period ended June 30, 1999, the Company reported a net loss
of $273,648. Interest income for the period was $490,466 or a yield on average
earning assets of 6.72%. Net interest income was $255,573 (net interest margin
of 3.50%) after deducting interest expense of $234,893 or an average cost of
funds of 3.99%. As the Bank has no historical loan loss experience, the
provision for loan losses of $79,000 for the three-month period has been
established based on peer industry data of comparable commercial banks with an
additional
6
<PAGE> 9
provision of 0.5% set aside for potential Year 2000 credit risks. Non-interest
income was $18,887 for the three-month period comprised principally of service
charges on deposit accounts. Non-interest expenses for the period were $469,108
comprised principally of salaries and benefits ($224,077) and occupancy costs
($91,607). At June 30, 1999 the Company and the Bank had 20 full time employees
and one part time employee.
For the six-month period ended June 30, 1999, the Company reported a net loss
of $477,499. Interest income for the period was $850,957 or a yield on average
earning assets of 6.73%. Net interest income was $468,628 (net interest margin
of 3.71%) after deducting interest expense of $382,329 or an average cost of
funds of 4.00%. As the Bank has no historical loan loss experience, the
provision for loan losses of $154,000 for the three-month period has been
established on the same basis as discussed in the preceding paragraph.
Non-interest income was $31,359 for the three-month period comprised
principally of service charges on deposit accounts. Non-interest expenses for
the period were $823,436 comprised principally of salaries and benefits
($419,495) and occupancy costs ($145,975).
The Bank took occupancy of its permanent banking facility comprised of 7,680
square feet in February 1999. Until then, it operated out of a temporary
modular facility consisting of 1,960 square feet. In addition, on June 1, 1999,
the Bank opened a branch office in the City of North Port, Sarasota County,
Florida comprising approximately 1,100 square feet of rental space at a monthly
rental of $1,700. The Bank plans to construct a permanent North Port branch
facility for occupancy in the first quarter of 2000.
For the three and six month periods ended June 30, 1998, net losses of $127,000
and $204,000, respectively, included $77,992 of net losses since the Company
commenced its banking operations on June 1, 1998. Interest income for the first
month of operations was $52,681 resulting in net interest income of $49,798
after deducting interest expense on deposits for the month of $2,883. Lacking
any experience, the provision for loan losses of $17,000 was established at a
rate of 1.5% of outstanding loans and loan commitments. Non-interest income and
expenses for the first month of operations were $5,088 and $115,878,
respectively. Included in non-interest expenses was $55,801 in salaries and
benefits and $33,873 in occupancy and equipment expenses. At June 30, 1998, the
Company and the Bank had 11 full time employees and one part time employee.
Management anticipates that the Company will continue to experience losses from
operations until such time as the operations of the Bank achieve profitable
levels.
7
<PAGE> 10
YEAR 2000 MATTERS
The Company has an ongoing process for evaluating its computer systems as well
as those of its data processing vendors to assess compliance with the Year 2000
requirements. The Company's has performed independent testing of its mission
critical systems and is currently in the validation phase for all Year 2000
critical dates. Management believes that all mission critical systems are
currently Year 2000 compliant and does not believe that material expenditures
will be required on behalf of the Company to affect compliance. However, there
can be no assurance that all necessary modifications have been identified and
corrected or that unforeseen difficulties or costs will not arise. Further,
there can be no assurances that vendor systems on which the Company relies have
been properly modified or that the failure of others to properly modify their
mission critical systems will not negatively impact the Company's operations.
The Company has implemented a assessment procedure to identify potential credit
and liquidity risks to the Company should there be a failure by its key
customers to identify and remediate their own issues, which process is ongoing.
In this regard, the Company has set aside $88,000 of additional reserves at
June 30, 1999 as an allowance for possible losses stemming from customer
failures.
The Company has developed a contingency plan which would be implemented should
there be a failure in its systems by virtue of the Year 2000 issues. For each
mission critical system, the Company has identified alternative procedures to
achieve a successful resumption of its banking operations in case its systems
or those of its mission critical vendors fail, including developing a manual
process for implementing the system and identifying alternative vendors.
Management cannot currently determine the financial effect on the Company if
significant customer and/or vendor remediation efforts are not completed in a
timely and comprehensive manner.
8
<PAGE> 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On April 26, 1999, the Company held its annual meeting of shareholders
during which Lewis S. Albert, Chairman of the Board and Chief Executive
Officer, Mark O. Asperilla, M.D., and Gerald P. Flagel, C.P.A., were re-elected
to the Company's Board of Directors to serve three-year terms. 1,143,140 or
96.7% of shares entitled to vote were cast in favor of the measure with no
dissenting votes. In addition to Messrs. Albert, Asperilla and Flagel, the
following individuals serve as continuing directors until their respective
terms expire: James R. Baker, Billie A. Barger, James C. Brown, Gina D. Hahn,
Todd H. Katz, and Larry A. Tenbusch. There were no other matters submitted to a
vote of security holders during the second quarter of 1999.
Item 6. Exhibits and Reports on Form 8-K
1. Exhibits
27.1 Financial Data Schedule
2. Reports on Form 8-K
The Company did not file a Current Report on Form 8-K during the
quarter ended June 30, 1999.
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: August 2, 1999 /s/ George E. Cline, III
------------------------
George E. Cline, III
Chief Financial Officer
Date: August 2, 1999 /s/ Lewis S. Albert
------------------------
Lewis S. Albert
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
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27.1 Financial Data Schedule
9
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,225,988
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,800,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 11,284,879
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 17,717,101
<ALLOWANCE> 308,000
<TOTAL-ASSETS> 35,993,631
<DEPOSITS> 23,978,624
<SHORT-TERM> 2,319,116
<LIABILITIES-OTHER> 147,807
<LONG-TERM> 0
0
0
<COMMON> 11,821
<OTHER-SE> 9,536,263
<TOTAL-LIABILITIES-AND-EQUITY> 35,993,631
<INTEREST-LOAN> 469,673
<INTEREST-INVEST> 266,446
<INTEREST-OTHER> 114,838
<INTEREST-TOTAL> 850,957
<INTEREST-DEPOSIT> 350,075
<INTEREST-EXPENSE> 382,329
<INTEREST-INCOME-NET> 468,628
<LOAN-LOSSES> 154,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 823,436
<INCOME-PRETAX> (477,449)
<INCOME-PRE-EXTRAORDINARY> (477,449)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (477,449)
<EPS-BASIC> (0.40)
<EPS-DILUTED> (0.40)
<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>
