<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 September 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
(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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<PAGE> 2
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAGE
----
<S> <C>
Condensed Balance Sheets -
At September 30, 1999 (Unaudited) and At December 31, 1998............................2
Condensed Statements of Loss -
Three Months Ended September 30, 1999 and 1998 and for the Nine Months
ended September 30, 1999 and for the Period from
May 18, 1998 (Date of Incorporation) to September 30, 1998 (Unaudited)................3
Condensed Statement of Stockholders' Equity -
Nine Months ended September 30, 1999 (Unaudited)......................................4
Condensed Statements of Cash Flows -
Nine Months ended September 30, 1999 and for the Period from
May 18, 1998 (Date of Incorporation) to September 30, 1998 (Unaudited)................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
<PAGE> 3
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
ASSETS (UNAUDITED)
<S> <C> <C>
Cash .......................................................... $ 12,545,370 16,272
Furniture and equipment, net .................................. 296,146 --
Deferred tax asset ............................................ 156,876 49,597
Other assets .................................................. 80,813 41,928
------------ ------------
Total assets ........................................ $ 13,079,205 107,797
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable .......................................... 179,644 --
Advances from organizers .................................. -- 100,000
------------ ------------
Total liabilities ................................... 179,644 100,000
------------ ------------
Stockholders' equity:
Preferred stock:
Designated Series A, $0.01 par value, redeemable at
$100 per share, 10,000 shares so designated,
900 shares issued and outstanding in 1998 ........... -- 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,
1,320,700 shares issued and outstanding in 1999 ........ 13,207 --
Additional paid-in capital ................................ 13,146,367 --
Accumulated deficit ....................................... (260,013) (82,203)
------------ ------------
Total stockholders' equity .......................... 12,899,561 7,797
------------ ------------
Total liabilities and stockholders' equity .......... $ 13,079,205 107,797
============ ============
</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
NINE (DATE OF
THREE MONTHS ENDED MONTHS INCORPORATION)
SEPTEMBER 30, ENDED TO
--------------------------- SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
--------- --------- ------------- --------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Miscellaneous income, primarily interest ....... $ 189,149 -- 190,124 --
--------- --------- --------- ---------
Organizational and pre-opening expenses:
Salaries and employee benefits ............. 57,997 19,483 149,126 33,836
Occupancy expenses ......................... 30,653 -- 83,187 4,055
Professional fees .......................... 56,327 -- 132,678 9,445
Other expenses ............................. 63,993 24,625 110,222 25,135
--------- --------- --------- ---------
Total organizational and pre-opening
expenses ............................. 208,970 44,108 475,213 72,471
--------- --------- --------- ---------
Loss before income tax benefit ................. (19,821) (44,108) (285,089) (72,471)
Income tax benefit ...................... (7,459) -- (107,279) --
--------- --------- --------- ---------
Net loss ....................................... $ (12,362) (44,108) (177,810) (72,471)
========= ========= ========= =========
Loss per share.................................. $ (.09) -- (3.68) --
========= ========= ========= =========
Weighted-average number of shares
outstanding ................................ $ 143,554 -- 48,377 --
========= ========= ========= =========
Dividends per share............................. $ -- -- -- --
========= ========= ========= =========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
3
<PAGE> 5
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
DESIGNATED SERIES A
PREFERRED STOCK ADDITIONAL TOTAL
------------------- COMMON STOCK PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT EQUITY
-------- --------- --------- --------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1998................... 900 $ 90,000 -- -- -- (82,203) 7,797
Sale of common stock
net of issuance cost
(unaudited)............ -- -- 1,320,700 $ 13,207 13,146,367 -- 13,159,574
Redemption of Series
A preferred stock
(unaudited)............ (900) (90,000) -- -- -- -- (90,000)
Net loss for the nine
months ended September
30, 1999 (unaudited)... -- -- -- -- -- (177,810) (177,810)
---- -------- --------- -------- ---------- -------- ----------
Balance at September 30,
1999 (unaudited)....... -- $ -- 1,320,700 $ 13,207 13,146,367 (260,013) 12,899,561
==== ======== ========= ======== ========== ======== ==========
</TABLE>
See Accompanying Notes to Condensed Financial Statements.
4
<PAGE> 6
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
MAY 18, 1998
NINE (DATE OF
MONTHS INCORPORATION)
ENDED TO
SEPTEMBER 30, SEPTEMBER 30,
1999 1998
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from administrative activities during the
development stage:
Net loss ........................................................ $ (177,810) (72,471)
Adjustments to reconcile net loss to net cash used in
administrative activities during the development stage:
Depreciation ................................................. 16,865 --
Credit for deferred income taxes ............................. (107,279) --
Increase in other assets ..................................... (38,885) (4,055)
Increase in accounts payable ................................. 179,644 --
------------ ------------
Net cash used in administrative activities
during the development stage ....................... (127,465) (76,526)
------------ ------------
Cash flows from investing activities-
Purchases of furniture and equipment ............................ (313,011) --
------------ ------------
Cash flows from financing activities:
(Repayments to) advances from organizers ........................ (100,000) 90,000
Redemption of designated series A preferred stock ............... (90,000) --
Issuance of common stock ........................................ 13,159,574 --
------------ ------------
Net cash flows from financing activities .............. 12,969,574 90,000
Net increase in cash ................................................ 12,529,098 13,474
Cash at beginning of period ......................................... 16,272 --
------------ ------------
Cash at end of period............................................... $ 12,545,370 13,474
============ ============
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"), a Florida corporation, was incorporated on May 18, 1998.
The Federal Reserve Bank of Atlanta has approved Florida BancGroup's
application to become a one-bank holding company for Bay Cities Bank, a
state-chartered commercial bank. As of September 30, 1999, the Bank had
not commenced operations.
Florida BancGroup completed its initial public offering on August 7,
1999. There were 1,320,700 units (consisting of one share of common
stock and one warrant) sold in the offering at $10 per unit. The
offering costs of $44,926 were deducted from the offering proceeds. On
October 5, 1999, Florida BancGroup acquired 100% of the Bank's common
stock.
Florida BancGroup's fiscal year end is 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 September 30,
1999, the results of development stage administrative activities and
cash flows for the three- and nine-month periods ended September 30,
1999. The results of development stage administrative activities for
the nine months ended September 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.
6
<PAGE> 8
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
COMPARISON OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
GENERAL
Florida Business Bancgroup, Inc. ("Florida BancGroup") is a Florida
corporation which incorporated on May 18, 1998, for the purpose of operating
as a bank holding company. Florida BancGroup and its subsidiary, Bay Cities
Bank ("Bank"), are located in Tampa, Florida.
Florida BancGroup completed its initial public offering on August 7, 1999.
There were 1,320,700 units sold at $10 per unit, 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 per share, the initial
offering price. As of September 30, 1999, there were 1,320,700 shares of
common stock, and an equal number of warrants, outstanding.
Florida BancGroup and the Bank have received all requisite regulatory
approvals. On October 5, 1999, Florida BancGroup completed its bank holding
company formation, acquiring 880,000 shares (100%) of the Bank's outstanding
common stock. After receiving its certificate of authorization to transact
bank business (Charter) from the Florida Department of Banking and Finance
and its certificate of deposit insurance from the Federal Deposit
Corporation, the Bank opened for business on November 10, 1999, at is
permanent quarters located at 1408 North Westshore Boulevard, Suite 502,
Tampa, Florida.
LIQUIDITY AND CAPITAL RESOURCES
Florida BancGroup's primary source of cash during the nine months ended
September 30, 1999, was $600,000 in advances from the organizers and
proceeds from the offering of common stock of $13,159,574. Cash has been
used to repay organizer advances, to purchase premises and equipment, and
to fund preopening and organizational expenses.
RESULTS OF OPERATIONS
GENERAL. Net losses for the three and nine months ended September 30, 1999,
were $12,362 and $177,810, respectively. As of September 30, 1999, the Bank
was still in the organization phase. A discussion of operating results at
September 30, 1999, or for the three and nine months ended September 30,
1999 and 1998, therefore, would not be meaningful.
7
<PAGE> 9
FLORIDA BUSINESS BANCGROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
YEAR 2000 ISSUES
Florida BancGroup 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.
Florida BancGroup 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.
Florida BancGroup 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, Florida
BancGroup'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, Florida BancGroup 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 September 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 Florida BancGroup
* 3.2 Bylaws of Florida BancGroup
* 4.1 Specimen Common Stock Certificate
* 4.2 Specimen Warrant Certificate
* 4.4 Warrant Plan
** 10.1 Employment Contract with 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 nine
months ended September 30, 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 SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 12,545
<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> 13,079
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 180
<LONG-TERM> 0
0
0
<COMMON> 13
<OTHER-SE> 12,886
<TOTAL-LIABILITIES-AND-EQUITY> 13,079
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 190
<INTEREST-TOTAL> 190
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 475<F1>
<INCOME-PRETAX> (285)
<INCOME-PRE-EXTRAORDINARY> (285)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (177)
<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 $149, occupancy
expenses of $83, professional fee of $133 and other expenses of $110.
</FN>
</TABLE>
