<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 June 30, 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.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 59-351795
--------------------------------- -------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2202 North Westshore Boulevard, Suite 150
Tampa, Florida 33607
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(813) 281-0009
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(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
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(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]
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FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS PAGE
----
<S> <C>
Condensed Balance Sheets -
At June 30, 1999 (Unaudited) and At December 31, 1998.................................2
Condensed Statements of Loss -
Three and Six Months ended June 30, 1999 (Unaudited) and for the
Period from May 18, 1998 (Date of Incorporation) to June 30, 1998.....................3
Condensed Statement of Stockholders' Equity (Deficit) (Unaudited) -
Six Months ended June 30, 1999........................................................4
Condensed Statements of Cash Flows -
Six Months ended June 30, 1999 (Unaudited) and for the Period from
May 18, 1998 (Date of Incorporation) to June 30, 1998.................................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
</TABLE>
1
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FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------- ------------
ASSETS (UNAUDITED)
<S> <C> <C>
Cash .......................................................... $ 47,616 16,272
Furniture and equipment, net .................................. 263,752 --
Deferred tax asset ............................................ 149,417 49,597
Other assets .................................................. 80,945 41,928
--------- ---------
Total assets ........................................ $ 541,730 107,797
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities:
Accounts payable .......................................... 124,380 --
Advances from organizers .................................. 575,000 100,000
--------- ---------
Total liabilities ................................... 699,380 100,000
--------- ---------
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 ....................................... (247,650) (82,203)
--------- ---------
Total stockholders' equity (deficit) ................ (157,650) 7,797
--------- ---------
Total liabilities and stockholders' equity (deficit) $ 541,730 107,797
========= =========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
2
<PAGE> 4
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF LOSS
<TABLE>
<CAPTION>
PERIOD FROM
MAY 18, 1998
THREE SIX (DATE OF
MONTHS MONTHS INCORPORATION)
ENDED ENDED TO
JUNE 30, JUNE 30, JUNE 30,
1999 1999 1998
--------- --------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Miscellaneous income ...................... $ 6 975 --
--------- --------- ---------
Organizational and pre-opening expenses:
Salaries and employee benefits ........ 59,031 91,129 14,353
Occupancy expenses .................... 33,670 52,534 --
Professional fees ..................... 22,614 76,352 13,500
Other expenses ........................ 17,543 46,227 510
--------- --------- ---------
Total organizational and pre-opening
expenses ........................ 132,858 266,242 28,363
--------- --------- ---------
Loss before income tax benefit ............ (132,852) (265,267) (28,363)
Income tax benefit ................. (49,992) (99,820) --
--------- --------- ---------
Net loss .................................. $ (82,860) (165,447) (28,363)
========= ========= =========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
3
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FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
DESIGNATED SERIES A TOTAL
PREFERRED STOCK STOCKHOLDERS'
------------------------ 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 six months ended June
30, 1999 (unaudited) ............. -- -- (165,447) (165,447)
-------- -------- -------- --------
Balance at June 30, 1999 (unaudited) ..... 900 $ 90,000 (247,650) (157,650)
======== ======== ======== ========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
4
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FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
MAY 18, 1998
SIX (DATE OF
MONTHS INCORPORATION)
ENDED TO
JUNE 30, JUNE 30,
1999 1998
----------- --------------
(UNAUDITED)
<S> <C> <C>
Cash flows from administrative activities during the
development stage:
Net loss ...................................................... $(165,447) (28,363)
Adjustments to reconcile net loss to net cash used in
administrative activities during the development stage:
Depreciation ............................................... 5,957 --
Credit for deferred income taxes ........................... (99,820) --
Increase in other assets ................................... (39,017) --
Increase in accounts payable ............................... 124,380 --
--------- ---------
Net cash used in administrative activities during the
development stage ................................ (173,947) (28,363)
Cash flows from investing activities-
Purchases of furniture and equipment .......................... (269,709) --
Cash flows from financing activities-
Advances from organizers ...................................... 475,000 80,000
--------- ---------
Net increase in cash .............................................. 31,344 51,637
Cash at beginning of period ....................................... 16,272 --
--------- ---------
Cash at end of period ............................................. $ 47,616 51,637
========= =========
Supplemental disclosure of cash flow information-
Cash paid during the period for:
Interest ................................................... $ -- --
========= =========
Income taxes ............................................... $ -- --
========= =========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
5
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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") 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 become 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"). At
June 30, 1999, the operations of Florida BancGroup and the Bank had not
commenced. Management expects to commence banking operations about
November 10, 1999.
On August 7, 1999, Florida BancGroup completed its initial public
offering of 1,320,700 units for an aggregate of $13,207,000. 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.
Florida BancGroup has adopted a fiscal year end of December 31. In the
opinion of the management, the accompanying financial statements contain
all adjustments (consisting principally of normal recurring accruals)
necessary to present fairly the financial position at June 30, 1999, and
the results of development stage administrative activities and cash
flows for the three- and six-month periods ended June 30, 1999. The
results of development stage administrative activities for the six
months ended June 30, 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 expense is provided using the straight-line method over
the estimated useful life of each type of asset.
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FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF JUNE 30, 1999 AND DECEMBER 31, 1998
GENERAL
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. As of
June 30, 1999, neither Florida BancGroup nor the Bank had commenced business
operations. Collectively Florida BancGroup and the Bank are referred to as
the "Company." 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 ("Federal Reserve"). Management expects to commence
banking operations about November 10, 1999.
Florida BancGroup completed its initial public offering on August 7, 1999.
The offering costs of $47,426 have been deducted from the proceeds. There
were 1,320,700 units sold in the offering for an aggregate of $13,207,000.
Each unit consisted of one share of common stock and one warrant to purchase
one share of common stock at $10.00 per share, the initial offering price.
LIQUIDITY AND CAPITAL RESOURCES
Florida BancGroup's primary source of cash during the six months ended June
30, 1999 was $475,000 of advances from certain organizers. Cash was used
primarily to purchase premises and equipment of $269,709 and to fund
preopening and organizational expenses.
RESULTS OF OPERATIONS
GENERAL. Net losses for the three and six months ended June 30, 1999 were
$82,860 and $165,447, respectively. As of June 30, 1999, the Bank was still
in the organization phase. A discussion of operating results at June 30,
1999, or for the three and six months ended June 30, 1999 and 1998,
therefore, would not be meaningful.
7
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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 phase, 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 Company's 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
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FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Registrant has no pending legal proceedings as of June 30, 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.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
* 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)
</TABLE>
(b) REPORTS ON FORM 8-K. There were no Form 8-Ks filed during the six
months ended June 30, 1999.
9
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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 JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 48
<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> 542
<DEPOSITS> 0
<SHORT-TERM> 575
<LIABILITIES-OTHER> 124
<LONG-TERM> 0
0
90
<COMMON> 0
<OTHER-SE> (247)
<TOTAL-LIABILITIES-AND-EQUITY> 542
<INTEREST-LOAN> 1
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 1
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 266<F1>
<INCOME-PRETAX> (265)
<INCOME-PRE-EXTRAORDINARY> (265)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (165)
<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 $91, occupancy
expenses $53, professional fees $76 and other expenses $46.
</FN>
</TABLE>
