<PAGE> 1
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[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 Exchange Act
For the transition period from _______ to _______
Commission file number 333-65101
FLORIDA BUSINESS BANCGROUP, INC.
--------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 59-3517595
- --------------------------------- -------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2202 North Westshore Boulevard, Suite 150
Tampa, Florida 33607
- ----------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(813) 281-0009
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
---------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT)
Check whether the issuer: (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act during the past 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.
(This is a voluntary filing)
YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common stock, par value $.01 per share 1,320,700
- -------------------------------------- ---------------------------------
(CLASS) OUTSTANDING AT SEPTEMBER 30, 1999
Transitional Small Business Format (Check One): YES [ ] NO [X]
================================================================================
<PAGE> 2
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
----
Condensed Balance Sheets -
At March 31, 1999 (Unaudited) and At December 31, 1998.................2
Condensed Statement of Loss (Unaudited) -
Three Months ended March 31, 1999......................................3
Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) -
Three Months ended March 31, 1999......................................4
Condensed Statement of Cash Flows (Unaudited) -
Three Months ended March 31, 1999......................................5
Notes to Condensed Financial Statements (Unaudited)......................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS..................................................7-8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.................................................9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................................9
SIGNATURES...................................................................10
1
<PAGE> 3
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1999 1998
--------- ---------
<S> <C> <C>
(UNAUDITED)
Cash ............................................................. $ 49,762 16,272
Furniture and equipment .......................................... 24,723 --
Deferred tax asset ............................................... 99,425 49,597
Other assets ..................................................... 59,735 41,928
--------- ---------
Total assets ......................................... $ 233,645 107,797
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable ............................................. 8,435 --
Advances from organizers ..................................... 300,000 100,000
--------- ---------
Total liabilities .................................... 308,435 100,000
--------- ---------
Stockholders' equity (deficit):
Preferred stock:
Designated Series A, $0.01 par value, redeemable at
$100 per share, 10,000 shares so designated, 900 issued
and outstanding ....................................... 90,000 90,000
Nondesignated, no par value, 1,999,100 shares
authorized, none issued or outstanding ................ -- --
Common stock, $.01 par value; 10,000,000 shares authorized,
none issued or outstanding ............................... -- --
Accumulated deficit .......................................... (164,790) (82,203)
--------- ---------
Total stockholders' equity (deficit) ................. (74,790) 7,797
--------- ---------
Total liabilities and stockholders' equity (deficit) . $ 233,645 107,797
========= =========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
2
<PAGE> 4
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF LOSS
THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<S> <C>
Miscellaneous income .................................... $ 969
---------
Organizational and pre-opening expenses:
Salaries and employee benefits ...................... 32,098
Occupancy expenses .................................. 16,864
Professional fees ................................... 53,738
Other expenses ...................................... 30,684
---------
Total organizational and pre-opening expenses 133,384
---------
Loss before income tax benefit .......................... (132,415)
Income tax benefit .......................... (49,828)
---------
Net loss ................................................ $ (82,587)
=========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
3
<PAGE> 5
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
THREE MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
DESIGNATED SERIES A TOTAL
PREFERRED STOCK STOCKHOLDER'S
------------------------ ACCUMULATED EQUITY
SHARES AMOUNT DEFICIT (DEFICIT)
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 ............ 900 $ 90,000 (82,203) 7,797
Net loss for the three months ended March
31, 1999 (unaudited) ........... -- -- (82,587) (82,587)
-------- -------- -------- --------
Balance at March 31, 1999 (unaudited) ... 900 $ 90,000 (164,790) (74,790)
======== ======== ======== ========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
4
<PAGE> 6
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
<TABLE>
<S> <C>
Cash flows from administrative activities during the
development stage:
Net loss ........................................................ $ (82,587)
Adjustments to reconcile net loss to net cash used in
administrative activities during the development stage:
Credit for deferred income taxes ............................ (49,828)
Increase in other assets .................................... (17,807)
Increase in accounts payable ................................ 8,435
---------
Net cash used in administrative activities during the
development stage ............................... (141,787)
Cash flows from investing activities-
Purchases of furniture and equipment ............................ (24,723)
Cash flows from financing activities-
Advances from organizers ........................................ 200,000
---------
Net increase in cash ................................................ 33,490
Cash at beginning of period ......................................... 16,272
---------
Cash at end of period ............................................... $ 49,762
=========
Supplemental disclosure of cash flow information-
Cash paid during the period for:
Interest .................................................... $ --
=========
Income taxes ................................................ $ --
=========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
5
<PAGE> 7
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL AND SUBSEQUENT EVENTS. Florida Business BancGroup, Inc. ("Florida
BancGroup"), a Florida Corporation, was incorporated on May 18, 1998
for the purpose of operating as a one-bank holding company. Florida
BancGroup and its subsidiary, in organization, Bay Cities Bank ("Bank")
are located in Tampa, Florida (collectively referred to as the
"Company"). As of March 31, 1999, neither the Company nor the Bank had
commenced business operations. The Company has received the requisite
approvals of the Florida Department of Banking and Finance and the
Federal Deposit Insurance Corporation, and is awaiting approval from
the Board of Governors of the Federal Reserve System. Management
expects to commence banking operations about November 10, 1999. Florida
BancGroup has adopted a fiscal year end of December 31.
Florida BancGroup completed its public offering of 1,320,700 units,
consisting of one common share and one warrant, at $10 per unit on
August 7, 1999. The offering costs of $47,426 were deducted from the
proceeds. Florida BancGroup will acquire 100% of the stock of the Bank
upon receipt of approval from the Federal Reserve.
In the opinion of the management of the Company, the accompanying
financial statements contain all adjustments (consisting principally of
normal recurring accruals) necessary to present fairly the financial
position at March 31, 1999, and the results of development stage
administrative activities and cash flows for the three-month period
ended March 31, 1999. The results of development stage administrative
activities for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the year
ending December 31, 1999.
FURNITURE AND EQUIPMENT. Furniture and equipment are stated at cost.
Depreciation has not been recorded because the assets were not placed
in service as of March 31, 1999. Depreciation expense will be provided
using the straight-line method over the estimated useful life of each
type of asset.
6
<PAGE> 8
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
COMPARISON OF MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998
GENERAL
Florida Business BancGroup, Inc. ("Florida BancGroup") is a Florida
corporation incorporated on May 18, 1998. Florida BancGroup is awaiting
approval from the Board of Governors of the Federal Reserve System to be a
one-bank holding company which will result in its acquiring 100% of the
outstanding shares of Bay Cities Bank ("Bank"). The Bank will be a
Florida-chartered commercial bank to be located in Tampa, Florida
(collectively, the "Company"). As of March 31, 1999, operations of Florida
BancGroup and the Bank had not commenced. The operations of the Bank are
expected to commence about November 10, 1999.
Florida BancGroup completed its public offering of 1,320,700 units,
consisting of one common share and one warrant, at $10 per unit on August 7,
1999. The offering costs of $47,426 were deducted from the proceeds.
LIQUIDITY AND CAPITAL RESOURCES
Florida BancGroup's primary source of cash during the three months ended
March 31, 1999, was $200,000 of advances from certain organizers. Cash was
used primarily to purchase furniture and equipment and to fund pre-opening
and organizational expenses.
RESULTS OF OPERATIONS
GENERAL. Net losses for the three months ended March 31, 1999 were $82,587.
As of March 31, 1999, the Bank was still in the organization phase. A
discussion of operating results at March 31, 1999, therefore, would not be
meaningful.
7
<PAGE> 9
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
YEAR 2000 ISSUES
The Company is acutely aware of the many areas affected by the Year 2000
computer issue and is actively involved in managing these computer challenges,
following the guidance provided by its regulatory bodies and documented by the
Federal Financial Institutions Examination Council ("FFIEC"). A Year 2000
Technology Plan is in place, which includes multiple phases, tasks to be
completed and target dates for completion. Issues addressed therein include
awareness, assessment, renovation, validation, implementation, testing and
contingency planning.
The Company has received a certification from its main service provider that
they are Year 2000 compliant. All purchases of technology-advanced software and
hardware are and will be Year 2000 compliant.
The Company is developing a Contingency Plan relative to the Year 2000 issue,
which addresses a "worst case scenario." The Contingency Plan will cover various
options for handling interruptions of the internal and external mission critical
systems and services. Furthermore, the Contingency Plan will cover systems which
can be handled manually on an interim basis. Management will continuously
monitor the Contingency Plan to incorporate and address various operational
elements as needed. Should outside service providers not be able to provide
compliant systems, the Company will terminate those relationships and transfer
to other vendors.
8
<PAGE> 10
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Registrant has no pending legal proceedings as of March 31, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. The following exhibits are filed with or incorporated by
reference into this report. The exhibits which are marked by a single
asterisk (*) were previously filed as a part of the Company's Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission
on September 30, 1998, Registration No. 333-65101; exhibits marked by a
double asterisk (**) were previously filed in Amendment No. 1 to
Registration Statement on Form SB-2; exhibits marked with a triple
asterisk (***) were previously filed in Amendment No. 2 to Registration
Statement on Form SB-2; and the exhibits marked with four asterisks (****)
were previously filed in Amendment No. 3 to Registration Statement on Form
SB-2.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
* 3.1 Articles of Incorporation of the Company
* 3.2 By-laws of the Company
* 4.1 Specimen Common Stock Certificate
* 4.2 Specimen Warrant Certificate
* 4.4 Warrant Plan
** 10.1 Employment Contract Timothy A. McGuire
* 10.3 Servicing Agreement with M&I Data Services
**** 10.4 Lease Agreement for Permanent Office
27. Financial Data Schedule (for SEC use only)
(b) REPORTS ON FORM 8-K. There were no Form 8-Ks filed during the three
months ended March 31, 1999.
9
<PAGE> 11
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
PART II. OTHER INFORMATION
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 BUSINESS BANCGROUP, INC.
(Registrant)
Date: November 15, 1999 By: /s/ A. Bronson Thayer
------------------- --------------------------------------------
A. Bronson Thayer, Chairman and
Chief Executive Officer
Date: November 15, 1999 By: /s/ Marti J. Warren
------------------- --------------------------------------------
Marti J. Warren, Principal Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 50
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 234
<DEPOSITS> 0
<SHORT-TERM> 300
<LIABILITIES-OTHER> 9
<LONG-TERM> 0
0
0
<COMMON> 90
<OTHER-SE> (165)
<TOTAL-LIABILITIES-AND-EQUITY> 234
<INTEREST-LOAN> 0
<INTEREST-INVEST> 1
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 1
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 133<F1>
<INCOME-PRETAX> (132)
<INCOME-PRE-EXTRAORDINARY> (132)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (82)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<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
<FN>
<F1>OTHER EXPENSE INCLUDES: SALARIES AND EMPLOYEE BENEFITS OF $32, OCCUPANCY
EXPENSES $17, PROFESSIONAL FEES $54 AND OTHER EXPENSES $51.
</FN>
</TABLE>
