<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 0-24683
FLORIDA BANKS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 58-2364573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5210 BELFORT ROAD, SUITE 310
JACKSONVILLE, FL
32256
(Address of principal executive offices)
(904) 332-7772
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Title Outstanding
------ -----------
COMMON STOCK, $.01 PAR VALUE OUTSTANDING AT SEPTEMBER 30, 1999
PER SHARE 5,853,756
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FLORIDA BANKS, INC.
CONDENSED BALANCE SHEETS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -------------
<S> <C> <C>
ASSETS
CASH AND DUE FROM BANKS $ 7,062,363 $ 4,295,139
FEDERAL FUNDS SOLD AND REPURCHASE AGREEMENTS PURCHASED 5,415,000 16,650,000
------------- -------------
Total cash and cash equivalents 12,477,363 20,945,139
INVESTMENT SECURITIES:
Available for sale, at fair value (cost $23,489,428 and $21,968,826
at September 30, 1999 and December 31, 1998, respectively) 22,712,876 21,949,929
Other investments 823,250 291,850
LOANS:
Commercial real estate 55,685,426 25,325,557
Commercial 54,571,987 33,103,488
Residential mortgage 11,130,064 6,046,666
Consumer 5,680,059 2,020,954
Credit card and other loans 1,284,857 796,120
------------- -------------
Total loans 128,352,393 67,292,785
Allowance for loan losses (1,482,895) (1,073,346)
Net deferred loan fees (15,348) (162,334)
------------- -------------
Net loans 126,854,150 66,057,105
PREMISES AND EQUIPMENT, NET 1,686,814 822,283
ACCRUED INTEREST RECEIVABLE 847,068 478,700
DEFERRED INCOME TAXES, NET 3,903,707 2,893,078
OTHER ASSETS 226,899 128,086
------------- -------------
TOTAL ASSETS $ 169,532,127 $ 113,566,170
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Noninterest-bearing demand $ 19,685,269 $ 11,840,430
Interest-bearing demand 5,956,441 3,913,509
Regular savings 30,073,112 17,910,355
Money market accounts 1,649,627 1,340,779
Time $100,000 and over 31,366,439 9,549,263
Other time 32,100,592 20,066,271
------------- -------------
Total deposits 120,831,480 64,620,607
REPURCHASE AGREEMENTS SOLD 4,324,766 5,668,664
OTHER BORROWED FUNDS 2,419,890 49,813
ACCRUED INTEREST PAYABLE 340,165 218,897
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 770,350 420,340
------------- -------------
Total liabilities 128,686,651 70,978,321
------------- -------------
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; 30,000,000 shares authorized;
5,853,756 and 5,852,756 shares outstanding 58,538 58,528
Additional paid-in capital 46,219,104 46,209,114
Warrants 164,832 164,832
Retained earnings (accumulated deficit) (deficit of $8,434,037
eliminated upon quasi-reorganization on December 31, 1995) (5,011,785) (3,832,909)
Treasury Stock, 15,000 shares at cost (103,751)
Accumulated other comprehensive loss, net of tax (481,462) (11,716)
------------- -------------
Total shareholders' equity 40,845,476 42,587,849
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 169,532,127 $ 113,566,170
============= =============
</TABLE>
See notes to financial statements
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<PAGE> 3
FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDED NINE MONTH PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans, including fees $ 2,382,905 $ 960,137 $ 6,008,352 $ 2,636,837
Investment securities 383,901 328,406 1,104,395 648,702
Federal funds sold and repurchase agreements 235,196 208,450 689,175 385,888
----------- ----------- ----------- -----------
Total interest income 3,002,002 1,496,993 7,801,922 3,671,427
----------- ----------- ----------- -----------
INTEREST EXPENSE:
Deposits 1,157,097 533,360 2,766,530 1,548,958
Repurchase agreements 143,736 47,642 446,215 167,374
Borrowed funds 29,585 26,034 60,754 73,602
----------- ----------- ----------- -----------
Total interest expense 1,330,418 607,036 3,273,499 1,789,934
----------- ----------- ----------- -----------
NET INTEREST INCOME 1,671,584 889,957 4,528,423 1,881,493
PROVISION FOR LOAN LOSSES 718,000 77,000 983,000 107,000
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 953,584 812,957 3,545,423 1,774,493
----------- ----------- ----------- -----------
NONINTEREST INCOME:
Service fees 121,950 102,283 321,361 288,522
Gain on sale of loans 80,349 100,058
Gain on sale of securities 31,729 8,197
Other noninterest income 29,419 21,459 67,981 75,136
----------- ----------- ----------- -----------
151,369 204,091 421,071 471,913
----------- ----------- ----------- -----------
NONINTEREST EXPENSES:
Salaries and benefits 1,507,493 3,694,526 3,914,600 4,329,413
Occupancy and equipment 240,027 139,652 586,722 303,097
Data processing 59,802 30,582 151,250 79,822
Other 363,852 1,236,873 1,215,381 1,543,518
----------- ----------- ----------- -----------
2,171,174 5,101,633 5,867,953 6,255,850
----------- ----------- ----------- -----------
(LOSS) INCOME BEFORE (BENEFIT)
PROVISION FOR INCOME TAXES (1,066,221) (4,084,585) (1,901,459) (4,009,444)
(BENEFIT) PROVISION FOR
INCOME TAX EXPENSES (364,025) (722,583) 28,550
----------- ----------- ----------- -----------
NET (LOSS) INCOME $ (702,196) $(4,084,585) $(1,178,876) $(4,037,994)
=========== =========== =========== ===========
(LOSS) EARNINGS PER SHARE:
Basic $ (0.12) $ (0.94) $ (0.20) $ (1.25)
=========== =========== =========== ===========
Diluted N/A N/A N/A N/A
</TABLE>
See notes to condensed financial statements.
-3-
<PAGE> 4
FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
------------------------------ ------------------------
SHARES PAR VALUE SHARES PAR VALUE
------------ -------------- ---------- -----------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 1,215,194 $12,152
Comprehensive Income
Net loss
Unrealized loss on available for
sale investment securities, net
of tax of $7,180
Comprehensive Income
Issuance of common stock, net 4,100,000 41,000
Exercise of stock options 159,806 1,598
Income tax benefit resulting from
the exercise of stock options
Issuance of common stock to founders 297,000 2,970
Issuance of units 80,800 808
Issuance of preferred stock 60,600 606,000
Redemption of preferred stock (60,600) (606,000)
Purchase of fractional shares (44)
---------- -------- ----------- --------
BALANCE, DECEMBER 31, 1998 5,852,756 58,528
Comprehensive Income:
Net loss
Unrealized gain on available for sale
investment securities, net of tax
Comprehensive Income
Exercise of stock options 1,000 10
Purchase of treasury stock
---------- -------- ----------- --------
BALANCE, September 30, 1999
(UNAUDITED) 5,853,756 $58,538
========== ======== ========== ========
</TABLE>
<TABLE>
<CAPTION>
WARRANTS RETAINED
ADDITIONAL TO ACQUIRE EARNINGS
PAID-IN COMMON (ACCUMULATED TREASURY
CAPITAL STOCK DEFICIT) STOCK
------------ ---------- ------------ --------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 $ 5,537,996 $ 759,707
Comprehensive Income
Net loss (4,592,616)
Unrealized loss on available for
sale investment securities, net
of tax of $7,180
------------
Comprehensive Income (4,592,616)
Issuance of common stock, net 37,351,948
Exercise of stock options 238,402
Income tax benefit resulting from
the exercise of stock options 118,265
Issuance of common stock to founders 2,155,718
Issuance of units 807,192 164,832
Issuance of preferred stock
Redemption of preferred stock
Purchase of fractional shares (407)
------------ ------------ ------------
BALANCE, DECEMBER 31, 1998 46,209,114 164,832 (3,832,909)
Comprehensive Income:
Net loss (1,178,876)
Unrealized gain on available for sale
investment securities, net of tax
------------
Comprehensive Income
(1,178,876)
Exercise of stock options 9,990
Purchase of treasury stock $ (103,751)
------------ ------------ ------------ ------------
BALANCE, September 30, 1999
(UNAUDITED) $ 46,219,104 $ 164,832 $ (5,011,785) $ (103,751)
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
INCOME (LOSS),
NET OF TAX TOTAL
--------------- -------------
<S> <C> <C>
BALANCE, DECEMBER 31, 1997 $ 3,780 $ 6,313,635
Comprehensive Income
Net loss (4,592,616)
Unrealized loss on available for
sale investment securities, net
of tax of $7,180 (15,496) (15,496)
------------ ------------
Comprehensive Income (15,496) (4,608,112)
Issuance of common stock, net 37,392,948
Exercise of stock options 240,000
Income tax benefit resulting from
the exercise of stock options 118,265
Issuance of common stock to founders 2,158,688
Issuance of units 972,832
Issuance of preferred stock 606,000
Redemption of preferred stock (606,000)
Purchase of fractional shares (407)
------------ ------------
BALANCE, DECEMBER 31, 1998 (11,716) 42,587,849
Comprehensive Income:
Net loss (1,178,876)
Unrealized gain on available for sale
investment securities, net of tax (469,746) (469,746)
------------ ------------
Comprehensive Income
(469,746) (1,648,622)
Exercise of stock options 10,000
Purchase of treasury stock (103,751)
------------ ------------
BALANCE, September 30, 1999
(UNAUDITED) $ (481,462) $ 40,845,476
============ ============
</TABLE>
See notes to condensed financial statements
-4-
<PAGE> 5
FLORIDA BANKS, INC.
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
NINE MONTH PERIOD ENDED
SEPTEMBER 30,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (1,178,876) $ (4,037,994)
Adjustments to reconcile net loss to net
cash used in operating activities:
Noncash compensation and financing cost 3,939,054
Depreciation and amortization 216,196 106,384
Deferred income (benefit) taxes (722,583) 28,550
Gain on sale of securities (31,729) (8,197)
Amortization of premiums (discounts) on investments, net 36,938 (45,878)
Provision for loan losses 983,000 107,000
Increase in accrued interest receivable (368,368) (150,394)
Increase in accrued interest payable 121,268 1,443
Increase in other assets (98,813) (64,481)
Increase (decrease) in other liabilities 350,010 (120,362)
------------ ------------
Net cash used in operating activities (692,957) (244,875)
------------ ------------
INVESTING ACTIVITIES:
Proceeds from sales, paydowns and maturities
of investment securities:
Available for sale 25,083,816 6,325,899
Other 42,237 28,600
Purchases of investment securities:
Available for sale (26,609,764) (19,364,505)
Other investments (573,637) (7,400)
Net increase in loans (61,780,045) (7,969,902)
Cash resulting from merger 163,971
Purchases of premises and equipment (1,080,727) (275,495)
------------ ------------
Net cash used in investing activities (64,918,120) (21,098,832)
------------ ------------
FINANCING ACTIVITIES:
Net increase in demand deposits,
money market accounts and savings accounts 22,359,376 1,523,651
Net increase in time deposits 33,851,497 206,865
Decrease in repurchase agreements (1,343,898) (2,515,867)
Increase (decrease) in other borrowed funds 2,370,077 (1,798,411)
Exercise of stock options 10,000 240,000
Purchase of Treasury Stock (103,751)
Proceeds from Initial Public Offering 38,129,551
Proceeds from sale of units 3,778
Offering costs (737,008)
Payment of note payable (250,000)
------------ ------------
Net cash provided by financing activities 57,143,301 34,802,559
------------ ------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (8,467,776) 13,458,852
CASH AND CASH EQUIVALENTS:
Beginning of period 20,945,139 13,033,211
------------ ------------
End of period $ 12,477,363 $ 26,492,063
============ ============
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
Cash paid for interest $ 3,152,231 $ 1,788,501
============ ============
</TABLE>
See notes to condensed financial statements.
-5-
<PAGE> 6
FLORIDA BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
Florida Banks, Inc. (the "Company") was incorporated on October 15, 1997
for the purpose of becoming a bank holding company and acquiring First
National Bank of Tampa (the "Bank"). On August 4, 1998, the Company
completed its initial public offering and its merger (the "Merger") with
the Bank pursuant to which the Bank was merged with and into Florida Bank
No. 1, N.A., a wholly-owned subsidiary of the Company, and renamed Florida
Bank, N.A. Shareholders of the Bank received 1,375,000 shares of common
stock of the Company valued at $13,750,000. The Merger was considered a
reverse acquisition for accounting purposes, with the Bank identified as
the accounting acquiror. The Merger has been accounted for as a purchase,
but no goodwill has been recorded in the Merger and the financial
statements of the Bank have become the historical financial statements of
the Company.
The number of shares of common stock, the par value of common stock and
per share amounts have been restated to reflect the shares exchanged in
the Merger.
The condensed financial statements have been prepared in accordance with
the rules and regulations of the Securities and Exchange Commission
related to interim financial statements. These unaudited condensed
financial statements do not include all disclosures provided in the annual
financial statements. The condensed financial statements should be read in
conjunction with the financial statements and notes thereto contained in
the Company's Annual Report on Form 10-K for the year ended December 31,
1998 filed with the Securities and Exchange Commission. All adjustments of
a normal recurring nature which, in the opinion of management, are
necessary to fairly present the results of the interim periods have been
made. Results of operations for the nine month period ended September 30,
1999, are not necessarily indicative of the results to be expected for the
full year.
The consolidated financial statements include the accounts of the Company
and the Bank. All significant intercompany balances and transactions have
been eliminated in consolidation.
2. NON-RECURRING EXPENSES
The Company incurred a non-recurring non-cash charge of $3,939,054 related
to the February 3, 1998 sale of common stock and warrants included in the
Units sold to foreign investors and the February 11, 1998 sale of the
297,000 shares of common stock to 14 officers, directors, and consultants.
The Company recorded such non-cash compensation expense and financing
costs measured as the difference between the fair value of common stock,
based upon the initial public offering price of $10.00 per share, and the
sale price or allocated proceeds of $.01 per share. This non-cash charge
was recorded with a corresponding increase in additional paid-in capital
and therefore had no effect on the Company's total shareholders' equity or
book value.
3. SHAREHOLDERS' EQUITY
On February 3, 1998, the Company sold 101 Units to accredited foreign
investors. Each Unit was comprised of (i) 600 shares of Series A Preferred
Stock, (ii) 800 shares of Common Stock, and (iii) Warrants to purchase 800
shares of Common Stock at the initial public offering price, at the price
of $6,008 per Unit. The net proceeds to the Company from this private
placement was approximately $600,000. The Series A Preferred Stock was
valued at its redemption value of $606,000. The Company redeemed the
Series A Preferred Stock at a redemption price of $10.00 per share using a
portion of the proceeds from the initial public offering. The Company
recorded a non-recurring non-
-6-
<PAGE> 7
FLORIDA BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, AND 1998 (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
cash charge of $972,000 relating to the issuance of the Common Stock and
Warrants, with a corresponding increase to shareholders' equity. Financing
costs relating to the Common Stock have been measured as the difference
between the fair value of the Common Stock, based on the initial public
offering price of $10.00 per share, and the allocated proceeds of $.01 per
share. The Warrants have been valued at an aggregate price of $164,832 or
$2.04 per share, as determined by an independent appraisal. The proceeds
from the issuance of such Units provided funding for the Company's
development stage operations.
On August 4, 1998, the Company completed its initial public offering of
4,000,000 shares at an offering price of $10.00 per share and completed
its Merger with the Bank. See Note 1.
On September 1, 1998, the Underwriters exercised a portion of their
over-allotment option and purchased an additional 100,000 shares of the
Company's common stock, $.01 par value per share, at a price of $10.00 per
share, less underwriting discounts and commissions.
On September 30, 1999, the Company repurchased 15,000 shares of its common
stock at $6.9167 per share. This repurchase has been accounted for under
the cost method and is reflected as a reduction of captial in the equity
section of the balance sheet.
4. EARNINGS PER SHARE
The following is a reconciliation of the denominator used in the
computation of basic and diluted earnings per common share.
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDED NINE MONTH PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average number of common
shares outstanding - Basic 5,853,593 1,272,013 5,853,324 1,243,604
Incremental shares from the assumed
conversion of stock options -- 87,519 -- 111,663
--------- --------- --------- ---------
Total - Diluted 5,853,593 1,359,532 5,853,324 1,355,267
========= ========= ========= =========
</TABLE>
The incremental shares from the assumed conversion of stock options were
determined using the treasury stock method under which the assumed
proceeds were equal to (1) the amount that the Bank would receive upon the
exercise of the options plus (2) the amount of tax benefit that would be
credited to additional paid-in capital assuming exercise of the options.
The assumed proceeds are used to purchase outstanding common shares at an
assumed fair value equal to the Bank's average book value per common share
for September of 1998 as the Bank's stock was not actively traded and
limited trades during the third quarter of 1998 indicated that book value
was a reasonable estimate of fair value.
-7-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and related notes appearing elsewhere in this Form 10-Q.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998
The Company's net income for the third quarter of 1999 decreased $3.4 million to
a net loss of $(702,000) for the three month period ending September 30, 1999,
from a net loss of $(4.1) million for the three month period ended September 30,
1998. Basic earnings per share for the third quarter of 1999 was a loss of
$(.12) compared to basic earnings per share of $(.94) for the third quarter of
1998. Included in the loss of $(4.1) million for the third quarter of 1998 were
non-recurring compensation and financing expenses of $3.9 million or $(.91) per
share. These expenses were related to the February 3, 1998 sale of common stock
and warrants included in the units sold to foreign investors and the February
11, 1998 sale of the 297,000 shares of common stock to 14 officers, directors
and consultants. The Company recorded such non-cash compensation expense and
financing costs measured as the difference between the fair value of common
stock, based upon the initial public offering price of $10.00 per share, and the
sale price or allocated proceeds of $.01 per share. These non-cash charges were
recorded with a corresponding increase in additional paid in capital and
therefore had no effect on the Company's total shareholders' equity or book
value.
The increase in net interest income of $782,000, or 87.8%, to $1.7 million for
the third quarter of 1999 compared to $890,000 for the third quarter in 1998,
consists of an increase in interest income of $1.5 million, or 100.5%, partially
offset by an increase in interest expense of $723,000, or 119.2%. The increase
in interest income of $1.5 million in the third quarter of 1999 is primarily
attributable to an increase of $1.4 million in interest on loans resulting from
loan growth and an increase of $82,000 in interest on investment securities,
federal funds sold and repurchase agreements. The increase in interest expense
is primarily attributable to an increase in the volume of interest bearing
deposits.
The provision for loan losses charged to operations increased $641,000 to
$718,000 for the third quarter of 1999 from $77,000 in the third quarter of
1998. This increase represents the additional reserves resulting from new loan
growth.
Noninterest income decreased 25.8% or $53,000 to $151,000 for the three months
ended September 30, 1999, from $204,000 for the three months ended September 30,
1998. The decrease in non interest income primarily resulted from a decrease of
$80,000 in the gain on sale of loans for the third quarter of 1999 compared to
the third quarter of 1998. The Company no longer originates certain SBA
guaranteed loans for sale in the secondary market.
Noninterest expense decreased 57.4% or $2.9 million to $2.2 million for the
three month period ended September 30, 1999, compared to $5.1 million for the
three month period ended September 30, 1998. The decrease in noninterest expense
resulted from a decrease in salaries and benefits expenses and other operating
expenses which were partially offset by increases in occupancy and equipment
expenses and data processing expense. Salaries and benefits expenses decreased
$2.2 million to $1.5 million for the third quarter of 1999 compared to $3.7
million for the third quarter of 1998. This decrease in salary and benefits
expense resulted primarily from non-recurring, non-cash compensation expense of
$3.0 million related to the sale of common stock to 14 officers, directors and
consultants occurring in the third quarter of 1998, which was partially offset
by normal salary increases and the additional staff associated with the opening
of the Alachua County, Broward County, and Pinellas County banking offices and
the staff for the holding company. Also included in salaries and benefits
expense for the third quarter of 1998 are non-recurring expenses of $99,000
associated with the relocation of executive officers of the Company.
-8-
<PAGE> 9
The increase in occupancy and equipment expense of $100,000, or 71.9%, resulted
from the relocation of the corporate offices and Jacksonville banking office to
their permanent locations; startup costs and lease expense for the Alachua,
Pinellas, and Broward county offices; and from additional depreciation and
maintenance expenses resulting from the purchase of additional computer
equipment and furniture. Data processing expenses increased $29,000 or 95.5% to
$60,000 for the three months ended September 30, 1999, as compared to $31,000
for the same period in 1998. This increase resulted from the conversion and
implementation of several new products and the additional processing expenses
associated with the growth in loans and deposits and the opening of the
additional offices. Other expenses decreased $873,000, to $364,000 for the third
quarter of 1999 compared to $1.2 million for the third quarter of 1998. This
decrease resulted primarily from non-recurring expenses of $1.0 million,
incurred in the third quarter of 1998 relating to the Company's initial public
offering.
A benefit for income taxes of $364,000 was recognized for the three-month period
ended September 30, 1999 as compared to a benefit for income taxes of $0 for the
same period ended September 30, 1998. The benefit for income taxes of $364,000
for the third quarter of 1999 represents an estimated effective annual tax rate
of 34%. The loss of $(4.1) million for the three months ended September 30, 1998
includes non-cash expenses of $(3.9) which are not deductible for income taxes
purposes. As such, no benefit for income taxes is recognized for this period.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998
The Company's net income for the nine months ended September 30, 1999, decreased
$2.9 million to a net loss of $(1.2) million for the nine month period ending
September 30,1999, from a net loss of $(4.0) million for the nine month period
ended September 30, 1998. Basic loss per share for the nine months ended
September 30, 1999, was a loss $(.20) compared to basic loss per share of
$(1.25) for the nine months ended September 30, 1998. Included in the loss of
$(4.0) million for the nine months ended September 30, 1998, were non-recurring
compensation and financing expenses of $3.9 million or $(.91) per share. These
expenses were related to the February 3, 1998 sale of common stock and warrants
included in the units sold to foreign investors and the February 11, 1998 sale
of the 297,000 shares of common stock to 14 officers, directors and consultants.
The Company recorded such non-cash compensation expense and financing costs
measured as the difference between the fair value of common stock, based upon
the initial public offering price of $10.00 per share, and the sale price or
allocated proceeds of $.01 per share. These non-cash charges were recorded with
a corresponding increase in additional paid in capital and therefore had no
effect on the Company's total shareholders' equity or book value.
The increase in net interest income of $2.6 million, or 140.7%, for the nine
months ending September 30, 1999, compared to the same period in 1998, consists
of an increase in interest income of $4.1 million, or 112.5%, and an increase in
interest expense of $1.5 million, or 82.9%. The increase in interest income for
the first nine months of 1999 is primarily attributable to an increase of $3.4
million in interest on loans, an increase of $456,000 in interest on
investments, and an increase of $303,000 in interest in federal funds sold and
repurchase agreements. The increase in interest income is attributable to an
increase in loans outstanding and the increase in investments and federal funds
and repurchase agreements results from the investment of a portion of the net
proceeds of the public offering. The increase in interest expense is
attributable to an increase in the volume of interest bearing deposits and
repurchase agreements sold which was partially offset by a decrease in the
interest expense of borrowed funds.
The provision for loan losses charged to operations increased $876,000 to
$983,000 for the period ended September 30, 1999, from $107,000 for the same
period in 1998. This increase represents the additional reserves resulting from
new loan growth.
Non interest income decreased $51,000 or 10.8% to $421,000 for the nine month
period ended September 30, 1999 from $472,000 for the same period in 1998. The
decrease in non interest income resulted from a decrease in the gain on sale of
loans of $100,000 which was partially offset by an increase of $33,000 in the
service fees, an increase of $24,000 in the gain on sale of securities and a
decrease of $7,000 in other
-9-
<PAGE> 10
noninterest income. Increases in service fees resulted from an increase in the
volume of deposit accounts and the associated service charges. The decrease in
the gain on sale of loans reflects a reduction in SBA loan sales and the
reduction in other non interest income resulted from the waiving of certain fees
for new deposit relationships.
Non interest expense decreased $388,000 to $5.9 million for the nine month
period ended September 30, 1999, compared to $6.3 million for the nine month
period ended September 30, 1998. The decrease in non interest expense resulted
primarily from decreases in salaries and benefits expenses and other expenses
which was partially offset by increases in occupancy and equipment expenses and
data processing expenses. Salaries and benefits expenses decreased $415,000 to
$3.9 million for the nine months ending September 30, 1999, compared to $4.3
million for the same period in 1998. This decrease resulted from non-recurring,
non-cash compensation expense of $3.0 million related to the sale of common
stock to 14 officers, directors and consultants occurring in the third quarter
of 1998, which was partially offset by normal salary increases and the
additional staff associated with the opening of the Alachua County, Broward
County, and Pinellas County banking offices and the staff for the holding
company. Also included in salaries and benefits expense for the third quarter of
1998 are non-recurring expenses of $99,000 associated with the relocation of
executive officers of the Company.
The increase in occupancy and equipment expense of $284,000, or 93.6%, resulted
from the relocation of the corporate offices and Jacksonville banking office;
startup costs and lease expense for the Alachua, Pinellas, and Broward county
offices; and from additional depreciation and maintenance expenses resulting
from the purchase of additional computer equipment and furniture. Data
processing expenses increased $71,000 or 89.5% to $151,000 for the nine months
ended September 30, 1999 as compared to $80,000 for the same period in 1998.
This increase resulted from the conversion and implementation of several new
products and the additional processing expenses associated with the growth in
loans and deposits and the additional offices. Other expenses decreased
$328,000, to $1.2 million for the nine months ended September 30, 1999 compared
to $1.5 million for the same period in 1998. This decrease resulted primarily
from non-recurring expenses relating to the Company's initial public offering
which were partially offset by the expenses associated with the opening of the
Alachua, Broward and Pinellas banking offices; and legal, and other professional
fees.
A benefit for income taxes of $723,000 was recognized for the nine month period
ended September 30, 1999 as compared to a provision for income taxes of $29,000
for the same period ended September 30, 1998. The benefit for income taxes of
$723,000 for the period ended September 30, 1999 represents an estimated
effective annual tax rate of 38%. The provision for income taxes of $29,000 for
the same period in 1998 reflects the estimated income taxes net of non-cash
non-deductible expenses.
FINANCIAL CONDITION
Total assets at September 30, 1999, were $169.5 million, an increase of $56.0
million or 49.3%, from $113.6 million at December 31, 1998. The increase in
total assets primarily resulted from the increase in loans outstanding which was
partially offset by a decrease in federal funds sold and repurchase agreements.
Total loans increased by 90.7% or $61.1 million to $128.4 million at September
30, 1999, from $67.3 million at December 31, 1998. The increase in loans was
partially funded by a decrease in federal funds sold and repurchase agreements
which decreased 67.5% or $11.2 to $5.4 million at September 30, 1999 from $16.7
million at December 31, 1998.
The allowance for loan losses increased $410,000 or 38.2% to $1.5 million at
September 30, 1999, from $1.1 million at December 31, 1998. The increase
resulted from recoveries of previously charged-off loans of $14,000, and
additional provisions of $983,000, offset by $587,000 in charge-offs. The
charge-offs of $587,000 included a previously reserved for impaired loan in the
amount of $575,000 charged against the allowance for loans losses, and $12,000
in non-performing credit card debts. The allowance for loan losses as a percent
of total loans decreased to 1.16% at September 30, 1999 from 1.60% at December
31, 1998.
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<PAGE> 11
Management believes that such allowance for loan losses is sufficient to cover
estimated losses in the Bank's loan portfolio.
Deposits increased $56.2 million, or 87.0%, to $120.8 million at September 30,
1999, from $64.6 million at December 31, 1998. The increase in total deposits
resulted from an increase of $7.8 million or 66.3% in non interest deposits, an
increase of $2.0 million or 52.2% in interest bearing demand, an increase of
$309,000 or 23.0% in money market deposits, an increase of $12.2 million or
67.9% in savings deposits, and an increase $33.9 million or 114.3% in total time
deposits. Time deposits often fluctuate in response to interest rate changes and
can vary rather significantly on a quarterly basis. The increase in demand,
interest bearing demand, savings and money market deposits reflects the growth
in new accounts primarily resulting from the opening of additional banking
offices.
Shareholders' equity decreased by $1.7 million to $40.8 million at September 30,
1999, from $42.6 million at December 31, 1998. This decrease is primarily the
result of operating losses from the startup expenses of the Company and the
opening of the new banking offices and the repurchase of Company shares totaling
$104,000.
Non-accrual loans decreased to $217,000 at September 30, 1999, compared to
$725,000 at December 31, 1998. The decrease is the result of a pay-down of the
guaranteed portion on a SBA guaranteed loan and the charge-off of the impaired
loan in the amount of $575,000.
LIQUIDITY
The Company, through its wholly-owned subsidiary, the Bank, has traditionally
maintained levels of liquidity above levels required by regulatory authorities.
The Bank's operational needs, demand for loan disbursements, and savings
withdrawals can be met by loan principal and interest payments received, new
deposits, and excess liquid assets. Significant loan demand, deposit withdrawal,
increased delinquencies and increased real estate acquired in settlement of
loans could alter this condition. Management does not anticipate any events
which would require liquidity beyond that which is available through deposit
growth, Federal Funds balances, or investment portfolio maturities.
LIQUIDITY AND SOURCES OF CAPITAL
Liquidity is the Company's ability to meet all deposit withdrawals immediately,
while also providing for the credit needs of customers. The September 30, 1999
financial statements evidence a satisfactory liquidity position as total cash
and cash equivalents amounted to $12.5 million, representing 7.4% of total
assets and investment securities amounted to $22.7 million, representing 13.4%
of total assets. These securities provide a secondary source of liquidity since
they can be converted into cash in a timely manner. The Company's ability to
maintain and expand its deposit base and borrowing capabilities are also a
source of liquidity. For the nine-month period ended September 30, 1999, total
deposits increased from $64.6 million at December 31, 1998 to $120.8 million,
representing an increase of 87.0%. There can be no assurance that the Company
will be able to maintain this level of growth. The Company's management closely
monitors and maintains appropriate levels of interest earning assets and
interest bearing liabilities so that maturities of assets are such that adequate
funds are provided to meet customer withdrawals and loan demand. There are no
trends, demands, commitments, events or uncertainties that will result in, or
are reasonably likely to result in, the Company's liquidity increasing or
decreasing in any material way.
Management is committed to maintaining capital at a level sufficient to protect
depositors, provide for reasonable growth, and fully comply with all regulatory
requirements. Management's strategy to achieve this goal is to retain sufficient
earnings while providing a reasonable return on equity.
-11-
<PAGE> 12
The table below illustrates the Bank's regulatory capital ratios at September
30, 1999:
Minimum
September 30, regulatory
Bank 1999 requirement
---- ------------- -----------
Tier 1 capital ratio 11.96% 4.00%
===== ====
Total risk-based capital ratio 12.98% 8.00%
===== ====
Leverage ratio 11.80% 3.00%
===== ====
YEAR 2000 COMPLIANCE DISCLOSURE
As the year 2000 ("Year 2000") approaches, an important business issue has
emerged regarding existing application software programs and operating systems.
Many existing application software products, including the Bank's, were designed
to accommodate a two-digit year. For example, "98" is stored on the system and
represents 1998 and "00" represents 1900. The Bank primarily utilizes M&I Data
Services, Inc. ("M&I"), a third-party vendor, to provide its primary banking
applications, including core processing systems. In addition, the Bank also uses
M&I's software for certain ancillary computer applications. M&I has committed
substantial resources in the process of modifying, upgrading or replacing its
computer applications to ensure timely Year 2000 compliance. M&I has notified
the Bank that it has successfully completed the conversion of its banking
systems to a Year 2000-ready platform. Prior to the actual conversion, both the
Bank and M&I conducted comprehensive awareness, assessment, renovation, and
testing phases as part of their respective Year 2000 projects. Each of these
phases helped both organizations ensure that that they understood the scope of
the year 2000 impact on their day-to-day business. In August 1998, M&I Data
Services' Year 2000 Outsourcing Solution, the Bank's core processing systems,
was certified as compliant by the Information Technology of America (ITAA). ITAA
2000 is the banking industry's century date change certification program. The
program examines processes and methods used by companies to perform their Year
2000 software conversion. M&I Data Services has provided all upgrades,
modifications and systems enhancements to the Bank in accordance with its data
processing agreement and without additional costs to the Bank.
In addition to its core processing systems, the Company and the Bank, during the
first half of 1999, implemented a Year 2000 compliance program. As a part of
this program, the Bank reviewed the Year 2000 issues that may be faced by its
other third-party vendors and loan and deposit customers. In addition, the
Company examined the need for modifications or replacement of all non-Year 2000
compliant pieces of software. This process has been completed, and the Bank has
not identified any mission critical software systems that are now not Year 2000
compliant or in the process of being modified for compliance. Within the last
twelve months, the Bank has made a physical inventory of its computer, other
hardware and equipment to determine if such hardware is Year 2000 compliant. As
part of this process, the Company and Bank have replaced certain equipment and
hardware at a cost of approximately $34,000. Management of the Company does not
currently expect that the cost of its and the Bank's Year 2000 compliance
program will be material for the remainder of 1999.
An area of concern by the Company, the Office of the Comptroller of the
Currency, the Bank's primary regulator, and the Administrator of National Banks
is the effect of Year 2000 issues on its deposit and loan customers. Failure to
address Year 2000 related issues could have significant impact on the ability of
certain customers of the Bank to continue operations. The Bank's loan portfolio
could be negatively impacted if customers are unable to honor loan agreements
and defaults occur as a result of failure to address Year 2000 issues. In
February of 1998, the Bank conducted a review of all loan relationships in
excess of $25,000 to determine the potential effect of Year 2000 issues on the
customer's systems. The primary focus of this review was a determination of the
readiness of the customer to address Year 2000 problems and the effect of such
readiness on the customer's ability to repay loans. Management identified a
small number of customers which could be potentially affected by Year 2000
issues, and has addressed the Bank's concern with these customers. Based on
continuing monitoring of these customer relationships, the Company does not
anticipate any material problems associated with these customers. In addition,
the Bank now reviews Year
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<PAGE> 13
2000 related issues, as part of its normal underwriting criteria and loan
approval process. The Bank also includes Year 2000 compliance requirements and
covenants requiring compliance within its standard loan agreements. Although the
Company and Bank have taken extensive steps to address Year 2000 customer
related issues, there can be no assurance that these customers will be Year 2000
compliant. Failure of certain customers to adequately address these issues could
result in loan defaults which would negatively impact the Company's earnings.
The Company believes that its mission critical systems are currently Year 2000
compliant and expects that it will satisfy such compliance program without
material disruption of its operations. Management of the Company has also
evaluated the potential effect on M&I's data processing systems should events
beyond M&I's control, such as power and communications failures, occur as a
result of Year 2000 issues. In addition, the Bank's internal systems could fail
as a result of undetected system or software errors or failure of certain
infrastructure which is beyond the control of the Bank. The Bank has prepared a
Year 2000 Contingency Strategy and Policy (the "Plan") to address the various
recovery solutions for Year 2000-related issues, which may arise from the most
likely Year 2000 scenarios, based on current available information. The Plan
identifies and classifies areas within the organization which could potentially
be effected by Year 2000 issues. The identified areas are assigned a status of
Mission Critical, Long-Term Mission Critical, or Non-Mission Critical. Based on
these classifications, contingency plans have been prepared to provide a minimum
acceptable level of service on an ongoing basis to the Bank's customers. An
outside consultant has reviewed the Company's Plan and testing on mission
critical functions and has noted no material weaknesses in the Company's Year
2000 readiness efforts.
Although the Company and Bank have taken extensive steps to address Year 2000
related issues, there can be no assurance that all necessary modifications will
be identified and corrected or that unforeseen difficulties or costs will not
arise. In addition, there can be no assurance that the failure of the Bank's
internal systems or the systems provided by M&I or other companies on which the
Company's systems rely will not negatively impact the Company's systems or
operations.
CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS
The foregoing Management's Discussion and Analysis contains various "forward
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which represent the Company's expectations or beliefs concerning future
events, including, but not limited to, statements regarding growth in sales of
the Company's products, profit margins and the sufficiency of the Company's cash
flow for its future liquidity and capital resource needs. These forward looking
statements are further qualified by important factors that could cause actual
results to differ materially from those in the forward looking statements,
including, but not limited to, those risk factors set forth in the Final
Prospectus dated July 29, 1998 used in connection with the Company's initial
public offering.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
-13-
<PAGE> 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No disclosure required.
ITEM 5. OTHER INFORMATION
No disclosure required.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are filed with this Report.
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. Stock Repurchase Program, Filed September
24, 1999 Regisration No. 000-24683
-14-
<PAGE> 15
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 thereunto duly authorized.
Florida Banks, Inc.
Date: November 15, 1999 By: /s/ Charles E. Hughes, Jr.
-----------------------------------------
Charles E. Hughes, Jr.
President and Chief Executive Officer
Date: November 15, 1999 By: /s/ T. Edwin Stinson, Jr.
-----------------------------------------
T. Edwin Stinson, Jr.
Chief Financial Officer
-15-
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 12,477,363
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 5,415,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 22,712,876
<INVESTMENTS-CARRYING> 823,250
<INVESTMENTS-MARKET> 0
<LOANS> 128,352,393
<ALLOWANCE> 1,482,895
<TOTAL-ASSETS> 169,532,127
<DEPOSITS> 120,831,480
<SHORT-TERM> 2,419,890
<LIABILITIES-OTHER> 5,435,281
<LONG-TERM> 0
0
0
<COMMON> 58,538
<OTHER-SE> 40,786,938
<TOTAL-LIABILITIES-AND-EQUITY> 169,532,127
<INTEREST-LOAN> 6,008,352
<INTEREST-INVEST> 1,104,395
<INTEREST-OTHER> 689,175
<INTEREST-TOTAL> 7,801,922
<INTEREST-DEPOSIT> 2,766,350
<INTEREST-EXPENSE> 3,273,499
<INTEREST-INCOME-NET> 3,273,499
<LOAN-LOSSES> 983,000
<SECURITIES-GAINS> 31,729
<EXPENSE-OTHER> 5,867,953
<INCOME-PRETAX> (1,901,459)
<INCOME-PRE-EXTRAORDINARY> (1,901,459)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,178,876)
<EPS-BASIC> (0.20)
<EPS-DILUTED> (0.20)
<YIELD-ACTUAL> 0
<LOANS-NON> 216,228
<LOANS-PAST> 581,412
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,206,724
<ALLOWANCE-OPEN> 1,073,346
<CHARGE-OFFS> 587,420
<RECOVERIES> 13,969
<ALLOWANCE-CLOSE> 1,482,895
<ALLOWANCE-DOMESTIC> 1,482,895
<ALLOWANCE-FOREIGN> 0
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