<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, 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.
--------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0772718
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1490 Tamiami Trail
Port Charlotte, FL 33948
------------------------
(Address of principal executive offices)
941-629-8111
------------
(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.
<TABLE>
<CAPTION>
Class Outstanding as of March 31, 1999
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<S> <C>
Common Stock, $.01 par value 1,182,151
</TABLE>
Transitional Small Business Disclosure Format: Yes No X
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<PAGE> 2
TARPON COAST BANCORP, INC.
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of March 31, 1999 and December 31, 1998 1
Statement of Operations for the Three Months
Ended March 31, 1999 and 1998........................ 2
Statement of Cash Flows for the Three Months
Ended March 31, 1999 and 1998........................ 3
Notes to Financial Statements................................. 4
Item 2. Management's Discussion and Analysis.......................... 5
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders........... 7
Item 6. Exhibits and Reports on Form 8-K.............................. 7
SIGNATURES...................................................................... 7
EXHIBIT INDEX................................................................... 7
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,371,685 $ 990,881
Federal funds sold 6,100,000 3,700,000
------------ ------------
Total cash and cash equivalents 7,471,685 4,690,881
Securities available for sale 8,537,879 8,652,487
Loans 11,021,925 7,367,382
Less allowance for loan losses (229,000) (154,000)
------------ ------------
Net loans 10,792,925 7,213,382
Premises and equipment, net 2,468,400 2,149,409
Accrued interest & other assets 671,068 131,355
------------ ------------
Total assets $ 29,941,957 $ 22,837,514
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 3,279,598 $ 2,199,196
Interest bearing 15,769,073 10,003,192
------------ ------------
Total deposits 19,048,671 12,202,388
Customer Repurchase Agreements 939,311 --
Accrued interest & other liabilities 35,153 47,089
------------ ------------
Total liabilities 20,023,135 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 (1,028,069) (824,268)
Unrealized loss on securities available for sale (5,845) 12,986
------------ ------------
Total shareholders' equity 9,918,822 10,141,454
------------ ------------
Total liabilities and shareholders' equity $ 29,941,957 $ 22,837,514
============ ============
</TABLE>
See accompanying notes to financial statements.
1
<PAGE> 4
TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------------
1999 1998
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<S> <C> <C>
Interest income:
Interest and fees on loans $ 190,602 $ --
Interest on securities 118,057
Interest on federal funds sold 51,832 --
Interest on reverse repurchase agreement -- 87,978
------------ ------------
Total interest income 360,491 87,978
Interest expense:
Interest on deposits 137,927 --
Interest on repurchase agreements 9,509 --
------------ ------------
Total interest expense 147,436 --
------------ ------------
Net interest income 213,055 87,978
Provision for loan losses 75,000 --
------------ ------------
Net interest income after
provision for loan losses 138,055 87,978
Non-interest income 12,472 --
Non-interest expense:
Salaries and benefits 195,418 104,708
Occupancy and equipment expense 54,368 10,736
Other expense 104,542 49,740
------------ ------------
Total non-interest expense 354,328 165,184
------------ ------------
Net loss (203,801) (77,206)
Other comprehensive income (loss) (18,831) --
------------ ------------
Comprehensive income (loss) $ (222,632) $ (77,206)
============ ============
Net loss per share $ (0.17) $ (0.09)
============ ============
Average shares outstanding 1,182,151 814,401
============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------------
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Net loss $ (203,801) $ (77,206)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 23,937 1,061
Provision for loan losses 75,000 --
(Increase) Decrease in accrued interest
and other assets (539,713) 53,067
Increase (Decrease) in accrued interest
and other liabilities (11,136) (11,936)
------------ ------------
Total adjustments (452,712) 42,992
------------ ------------
Net cash used in operating activities (656,513) (34,214)
------------ ------------
Cash flows from investing activities:
Net increase in loans (3,654,543) --
Purchases of securities available for sale (1,534,457) --
Maturities of securities available for sale 1,630,234 --
Purchases of premises and equipment (342,928) (954,711)
------------ ------------
Net cash used in investing activities (3,901,694) (954,711)
------------ ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock -- 10,661,896
Increase in deposits 6,846,283 --
Increase in customer repurchase agreements 492,728 --
Repayment of organizer advances -- (44,350)
------------ ------------
Net cash provided by financing activities 7,339,011 10,617,546
------------ ------------
Increase (Decrease) in cash and cash equivalents 2,780,804 9,628,621
Cash and cash equivalents, beginning of period 4,690,881 74,580
------------ ------------
Cash and cash equivalents, end of period $ 7,471,685 $ 9,703,201
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 143,859 $ --
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
TARPON COAST BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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-month period ended March 31, 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.
4
<PAGE> 7
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 March 31, 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 $19 million in deposits and $940,000
in customer repurchase agreements at March 31, 1999.
At March 31, 1999, the Company had generated $11,022,000 in net loans and
approximately $4.8 million in unfunded loan commitments. At that date it had
also invested approximately $8.5 million in investment securities available for
sale. At March 31, 1999, the Company had $2.5 million in premises and equipment
of which $886,000 is represented by the cost of acquiring the site for the
Bank's main facility in which it took occupancy in February 1999. The Company's
remaining liquidity less current operating requirements has been invested in
overnight federal funds of $6.1 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-month period ended March 31, 1999 are not comparable to those for the
three-month period ended March 31, 1998.
For the three-month period ended March 31, 1999, the Company reported a net
loss of $203,801. Interest income for the three-month period ended March 31,
1999 was $360,491 or a yield on average earning assets of 6.73%. Net interest
income was $213,055 (net interest margin of 3.98%) after deducting interest
expense of $117,436 or an average cost of funds of 3.67%. As the Bank has no
historical loan loss experience, the provision for loan losses of $75,000 for
the three-month period ended March 31, 1999 has been established based on peer
industry data of comparable commercial banks with an additional provision of
0.5% set
5
<PAGE> 8
aside for potential Year 2000 credit risks. Non-interest income was $12,472 for
the three-month period ended March 31, 1999 comprised principally of service
charges on deposit accounts. Non-interest expenses for the three months ended
March 31, 1999 were $354,328 comprised principally of salaries and benefits
($195,418) and occupancy costs ($54,368). At March 31, 1999, the Company and
the Bank had 15 full time employees and one part time employee. 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.
The net loss of $77,206 for the three-month period ended March 31, 1998 is
attributable solely to expenses incurred in the organization of the Company and
the Bank.
Management anticipates that the Company will continue to experience losses from
operations until such time as the operations of the Bank achieve profitable
levels.
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 or will be Year 2000 compliant by June 30, 1999 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
will be 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 will be modified on a timely basis 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 $55,000 of additional reserves at
March 31, 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.
6
<PAGE> 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
During the first quarter of 1999, there were no matters submitted to a
vote of security holders.
Item 6. Exhibits and Reports on Form 8-K
1. Exhibits
27.1 Financial Data Schedule
1. Reports on Form 8-K
The Company did not file a Current Report on Form 8-K during the
quarter ended March 31, 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: May 3, 1999 /s/ George E. Cline, III
--------------------------------------
George E. Cline, III
Chief Financial Officer
Date: May 3, 1999 /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
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF TARPON COAST NATIONAL BANK FOR THE THREE MONTHS ENDED
DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,371,685
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 6,100,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 8,537,879
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 11,021,925
<ALLOWANCE> 229,000
<TOTAL-ASSETS> 29,941,957
<DEPOSITS> 19,048,671
<SHORT-TERM> 939,311
<LIABILITIES-OTHER> 35,153
<LONG-TERM> 0
0
0
<COMMON> 11,821
<OTHER-SE> 9,907,001
<TOTAL-LIABILITIES-AND-EQUITY> 29,941,957
<INTEREST-LOAN> 190,602
<INTEREST-INVEST> 118,057
<INTEREST-OTHER> 51,832
<INTEREST-TOTAL> 360,491
<INTEREST-DEPOSIT> 137,927
<INTEREST-EXPENSE> 147,436
<INTEREST-INCOME-NET> 213,055
<LOAN-LOSSES> 75,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 354,328
<INCOME-PRETAX> (203,801)
<INCOME-PRE-EXTRAORDINARY> (203,801)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (203,801)
<EPS-PRIMARY> (0.17)
<EPS-DILUTED> (0.17)
<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>
