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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 SEPTEMBER 30, 2000
[ ] 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1490 Tamiami Trail
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Port Charlotte, FL 33948
(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 September 30, 2000
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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. Condensed Consolidated Financial Statements
Balance Sheets as of September 30, 2000 and December 31, 1999 1
Statements of Operations for the Three Months
Ended September 30, 2000 and 1999 2
Statements of Operations for the Nine Months
Ended September 30, 2000 and 1999 3
Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and 1999 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 8
Item 6. Exhibits and Reports on Form 8-K 8
SIGNATURES 8
EXHIBIT INDEX 8
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
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(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 4,156,818 $ 2,224,990
Interest bearing deposits 1,000,000 --
Federal funds sold 1,750,000 --
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Total cash and cash equivalents 6,906,818 2,224,990
Securities available for sale 10,497,237 9,467,906
Loans 35,665,722 29,390,411
Less allowance for loan losses (450,632) (454,576)
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Net loans 35,215,090 28,935,835
Premises and equipment, net 4,298,016 3,123,866
Accrued interest & other assets 492,514 351,066
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Total assets $ 57,409,675 $ 44,103,663
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 7,405,431 $ 5,192,481
Interest bearing 36,474,796 24,292,246
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Total deposits 43,880,227 29,484,727
Customer repurchase agreements 4,411,169 5,309,717
Accrued interest & other liabilities 158,305 184,440
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Total liabilities 48,449,701 34,978,884
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 (1,892,410) (1,638,175)
Unrealized loss on securities available for sale (100,352) (189,782)
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Total shareholders' equity 8,959,974 9,124,779
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Total liabilities and shareholders' equity $ 57,409,675 $ 44,103,663
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</TABLE>
See accompanying notes to financial statements.
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TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended September 30,
2000 1999
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<S> <C> <C>
Interest income:
Interest and fees on loans $ 742,960 $ 418,176
Interest on securities 159,456 162,413
Other interest income 64,048 30,961
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Total interest income 966,464 611,550
Interest expense:
Interest on deposits 403,959 240,358
Interest on repurchase agreements 57,357 28,595
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Total interest expense 461,316 268,953
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Net interest income 505,148 342,597
Provision for loan losses 15,000 87,000
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Net interest income after
provision for loan losses 490,148 255,597
Non-interest income 42,960 24,601
Non-interest expense:
Salaries and benefits 326,298 233,480
Occupancy and equipment expense 113,872 94,558
Other expense 187,652 134,871
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Total non-interest expense 627,822 462,909
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Net loss (94,714) (182,711)
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Other comprehensive income (loss) 87,931 8,752
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Comprehensive income (loss) $ (6,783) $ (173,959)
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Net loss per share $ (0.08) $ (0.15)
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Average shares outstanding 1,182,151 1,182,151
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</TABLE>
See accompanying notes to financial statements.
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TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
2000 1999
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<S> <C> <C>
Interest income:
Interest and fees on loans $ 2,061,360 $ 887,849
Interest on securities 448,826 428,859
Interest on federal funds sold 127,467 145,799
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Total interest income 2,637,653 1,462,507
Interest expense:
Interest on deposits 1,046,474 590,433
Other interest income 174,076 60,849
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Total interest expense 1,220,550 651,282
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Net interest income 1,417,103 811,225
Provision for loan losses 60,000 241,000
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Net interest income after
provision for loan losses 1,357,103 570,225
Non-interest income 129,285 55,960
Non-interest expense:
Salaries and benefits 890,198 652,975
Occupancy and equipment expense 310,546 240,533
Other expense 539,879 392,837
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Total non-interest expense 1,740,623 1,286,345
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Net loss (254,235) (660,160)
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Other comprehensive income (loss) 89,430 (107,329)
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Comprehensive income (loss) $ (164,805) $ (767,489)
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Net loss per share $ (0.22) $ (0.56)
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Average shares outstanding 1,182,151 1,182,151
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</TABLE>
See accompanying notes to financial statements.
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TARPON COAST BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net loss $ (254,235) $ (660,160)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 185,867 128,391
Provision for loan losses 60,000 241,000
(Increase) Decrease in accrued interest
and other assets (187,518) (253,297)
Increase (Decrease) in accrued interest
and other liabilities (26,135) 24,626
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Total adjustments 32,214 140,720
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Net cash used in operating activities (222,021) (519,440)
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Cash flows from investing activities:
Net increase in loans (6,339,255) (15,894,428)
Purchases of securities available for sale (2,544,488) (5,609,374)
Maturities of securities available for sale 1,650,657 4,248,513
Purchases of premises and equipment (1,360,017) (983,142)
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Net cash used in investing activities (8,593,103) (18,238,431)
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Cash flows from financing activities:
Increase in deposits 14,395,500 15,122,738
Increase (Decrease)in customer repurchase agreements (898,548) 2,440,289
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Net cash provided by financing activities 13,496,952 17,563,027
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Increase (Decrease) in cash and cash equivalents 4,681,828 (1,194,844)
Cash and cash equivalents, beginning of period 2,224,990 4,690,881
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Cash and cash equivalents, end of period $ 6,906,818 $ 3,496,037
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,213,253 $ 688,063
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</TABLE>
See accompanying notes to financial statements.
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TARPON COAST BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
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 $8.2 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 its subsidiaries. All inter-company 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 and nine-month periods ended September 30, 2000 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2000.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
The following is a discussion of the Company's financial condition and results
of operations for the period ended September 30, 2000:
FINANCIAL CONDITION
At September 30, 2000, the Company had approximately $44 million in deposits
and $4.4 million in customer repurchase agreements as compared to $29.5 million
and $5.3 million, respectively, at December 31, 1999. Stockholders equity
comprised $9 million at September 30, 2000 compared to $9.1 million at December
31, 1999.
At September 30, 2000, the Company used these funds to generate $35.2 million
in net loans ($28.9 million at December 31, 1999) and approximately $7.1
million in unfunded loan commitments. At September 30, 2000 it also carried
$10.5 million ($9.5 million at December 31, 1999) in investment securities. At
September 30, 2000, the Company had $4.3 million ($3.1 million at December 31,
1999) in premises and equipment. The Company's remaining liquidity at September
30, 2000, less current cash reserve requirements was invested in overnight
federal funds of $1.75 million.
RESULTS OF OPERATIONS
For the three-month period ended September 30, 2000, the Company reported a net
loss of $94,714, compared to $182,711 for the comparable period in 1999.
Interest income for the three-month period was $966,464 in 2000 and $611,550 in
1999 or a yield on average earning assets of 7.98% and 7.32%, respectively. Net
interest income was $505,148 in 2000 and $342,597 in 1999 (net interest margins
of 4.17% and 4.10%, respectively) after deducting interest expense of $461,316
in 2000 and $268,953 in 1999 or an average rate paid on interest-bearing funds
of 4.39% and 3.83%, respectively. Rate variances between the comparable
three-month periods of 2000 and 1999 contributed approximately $8,000 to net
interest income while corresponding volume variances contributed approximately
$154,000.
For the nine-month period ended September 30, 2000, the Company reported a net
loss of $254,235, compared to $660,160 for the comparable period in 1999.
Interest income for the nine-month period was $2,637,653 in 2000 and $1,462,507
in 1999 or a yield on average earning assets of 7.85% and 6.97%, respectively.
Net interest income was $1,417,103 in 2000 and $811,225 in 1999 (net interest
margins of 4.22% and 3.87%, respectively) after deducting interest expense of
$1,220,550 in 2000 and $651,282 in 1999 or an average rate paid on
interest-bearing funds of 4.21% and 3.89%, respectively. Rate variances between
the comparable nine-month periods of 2000 and 1999 contributed approximately
$119,000 to net interest income while corresponding volume variances
contributed approximately $487,000.
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As the Bank has limited historical loan loss experience, the provision for loan
losses of $15,000 and $60,000 for the three-month and nine-month periods ended
September 30, 2000, respectively, has been based principally on peer industry
data of comparable commercial banks. In 1999, the provision for loan losses
included an additional provision of 0.5% for potential Year 2000 credit loss
exposures.
Non-interest income, comprised principally of service charges on deposit
accounts, was $42,960 and $24,601 for the three-month periods ended September
30, 2000 and 1999, respectively, and $129,285 and $55,960 for the comparable
nine-month periods. The increases are consistent with the increases in volume
of deposit activity.
Non-interest expenses for the comparable three-month periods were $627,822 and
$462,909, comprised principally of salaries and benefits ($326,298 in 2000 and
$233,480 in 1999) and occupancy costs ($113,872 in 2000 and $94,558 in 1999).
For the comparable nine-month periods ended September 30, 2000 and 1999,
non-interest expenses were $1,740,623 and $1,286,345, respectively, comprised
principally of salaries and benefits ($890,198 in 2000 and $652,975 in 1999)
and occupancy costs ($310,546 in 2000 and $240,533 in 1999). At September 30,
2000, the Company and the Bank had 29 employees compared to 21 employees a year
earlier.
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 opened its permanent North Port
branch facility comprising approximately 3,300 square feet in April 2000. These
expansion activities have impacted the Company's results of operations by
generating net incremental losses of $106,150 and $293,918 for the three and
nine-month periods ended September 30, 2000, respectively.
Management anticipates that the Company will continue to experience losses from
operations until such time as the volume of the operations of the Bank,
together with that of its expansion activities, achieve profitable levels.
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PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
None
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 September 30, 2000.
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: October 23, 2000 /s/ George E. Cline, III
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George E. Cline, III
Chief Financial Officer
Date: October 23, 2000 /s/ Lewis S. Albert
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Lewis S. Albert
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
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27.1 Financial Data Schedule
8
