<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION REPORT FROM __________ TO __________
Commission file number 333-70231
SunCoast Bancorp, Inc.
(Exact name of small business issuer as specified in its charter)
Florida 65-0827141
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8592 Potter Park Drive, Suite 200
Sarasota, FL 34238
(Address of principal executive offices)
941-923-0500
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant, as required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No X
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding as of August 4, 1999
----- --------------------------------
<S> <C>
Common Stock, $.01 par value 700,000
</TABLE>
Transitional Small Business Disclosure Format: Yes [ ] NO [X]
<PAGE> 2
SUNCOAST BANCORP, INC.
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 1999........................... 1
Statement of Operations for the Three Months
Ended June 30, 1999.......................... 2
Statement of Operations for the Six Months
Ended June 30, 1999.......................... 3
Statement of Cash Flows for the Six Months
Ended June 30, 1999.......................... 4
Notes to Financial Statements............................... 5
Item 2. Management's Discussion and Analysis........................ 6
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders......... 6
Item 6. Exhibits and Reports on Form 8-K............................ 7
SIGNATURES................................................................. 7
EXHIBIT INDEX.............................................................. 7
<PAGE> 3
SUNCOAST BANCORP, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 92,162 $ 4,774
Federal funds sold -- --
-------- --------
Total cash and cash equivalents 92,162 4,774
Securities available for sale -- --
Loans -- --
Less allowance for loan losses -- --
-------- --------
Net loans -- --
Deferred offering costs 139,978 48,059
Premises and equipment, net 297,135 1,410
Accrued interest & other assets 51,928 16,477
-------- --------
Total assets $581,204 $ 70,720
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ -- $ --
Interest bearing -- --
-------- --------
Total deposits -- --
Accounts payable 108,415 53,911
Loans payable 674,525 101,188
Advances from organizers -- --
Customer repurchase agreements -- --
Accrued interest & other liabilities 7,052 1,441
-------- --------
Total liabilities 789,992 156,539
Shareholders' equity:
Preferred stock, par value $.01 per share,
3,000,000 shares authorized; no shares
issued and outstanding -- --
Common stock, par value $.01 per share, 0 0
10,000,000 shares authorized; 1 share
issued and outstanding -- --
Additional paid-in capital 1 1
Deficit (208,789) (85,821)
Unrealized loss on securities available for sale -- --
-------- --------
Total shareholders' equity (208,788) (85,820)
-------- --------
Total liabilities and shareholders' equity $581,204 $ 70,720
======== ========
</TABLE>
See accompanying notes to financial statements
1
<PAGE> 4
SUNCOAST BANCORP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Interest income:
Interest and fees on loans $ -- $ --
Interest on securities -- --
Interest on federal funds sold -- --
Interest on reverse repurchase agreement -- --
Interest other -- --
----------- -----------
Total interest income -- --
Interest expense:
Interest on deposits -- --
Interest on repurchase agreements -- --
Interest other 11,089 --
----------- -----------
Total interest expense 11,089 --
----------- -----------
Net interest income (11,089) --
Provision for loan losses -- --
----------- -----------
Net interest income after
Provision for loan losses (11,089) --
Non-interest income
Non-interest expense:
Salaries and benefits 52,675 8,000
Occupancy and equipment expense 5,052 --
Other expense 11,637 8,906
----------- -----------
Total non-interest expense 69,365 16,906
----------- -----------
Net loss (80,454) (16,906)
----------- -----------
Other comprehensive income (loss) -- --
----------- -----------
Comprehensive income (loss) $ (80,454) $ (16,906)
=========== ===========
Net loss per share $(80,454.01) $(16,906.45)
=========== ===========
Average shares outstanding 1 1
=========== ===========
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 5
SUNCOAST BANCORP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
----------------------------
1999 1998
------------ -----------
<S> <C> <C>
Interest income:
Interest and fees on loans $ -- $ --
Interest on securities -- --
Interest on federal funds sold -- --
Interest on reverse repurchase agreement -- --
Interest other -- --
------------ -----------
Total interest income -- --
Interest expense:
Interest on deposits -- --
Interest on repurchase agreements -- --
Interest other 14,092 --
------------ -----------
Total interest expense 14,092 --
------------ -----------
Net interest income (14,092) --
Provision for loan losses -- --
------------ -----------
Net interest income after
Provision for loan losses (14,092) --
Non-interest income
Non-interest expense:
Salaries and benefits 69,375 8,000
Occupancy and equipment expense 6,492 --
Other expense 33,009 8,906
------------ -----------
Total non-interest expense 108,876 16,906
------------ -----------
Net loss (122,968) (16,906)
------------ -----------
Other comprehensive income (loss) -- --
------------ -----------
Comprehensive income (loss) $ (122,968) $ (16,906)
============ ===========
Net loss per share $(122,967.74) $(16,906.00)
============ ===========
Average shares outstanding 1 1
============ ===========
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 6
SUNCOAST BANCORP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
--------------------------
1999 1998
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(122,968) $(16,906)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 1,416 --
Provision for loan losses -- --
(Increase) Decrease in deferred
offering costs (91,919) --
(Increase) Decrease in accrued interest
and other assets (35,848) --
Increase (Decrease) in accrued interest
and other liabilities 60,115 --
--------- --------
Total adjustments (66,236) --
--------- --------
Net cash used in operating activities (189,204) (16,906)
--------- --------
Cash flow from investing activities:
Net increase in loans -- --
Purchase of securities available for sale -- --
Maturity of securities available for sale -- --
Purchase of premises and equipment (296,745) --
--------- --------
Net cash used in investing activities (296,745) --
--------- --------
Cash flow from financing activities:
Net proceeds (retirement) of common stock -- --
Payments on loans payable -- --
Proceeds from short-term financing 573,337 25,000
Proceeds (Repayments) on organizers advances -- --
--------- --------
Net cash provided by financing activities 573,337 25,000
--------- --------
Increase (Decrease) in cash and cash equivalents 87,388 8,094
Cash and cash equivalents, beginning of period 4,774 --
--------- --------
Cash and cash equivalents, end of period $ 92,162 $ 8,094
========= ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 7,605 $ -
========= ========
Supplemental schedule of noncash financing activities:
Settlement of organizers advances in exchange
for issuance of common stock $ - $ -
========= ========
</TABLE>
See accompanying notes to financial statements
4
<PAGE> 7
SUNCOAST BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1999
NOTE A - ORGANIZATION AND BASIS OF PRESENTATION
Organization:
Suncoast Bancorp, Inc. (the "Company") was incorporated under the laws
of the state of Florida on April 1, 1998. The Company is in the development
stage and its activities have been limited to the organization of the Bank, as
well as the offering of $7,000,000 in common stock (the "Offering").
Approximately $6 million of the proceeds of the Offering are intended to be
used by the Company to provide for the capitalization of the Bank.
Basis of Presentation:
The accompanying unaudited financial statements include the accounts
of the Company. No intercompany accounts or transactions exist.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary have been made for the fair presentation of the
Company's financial position and results of operations. Operating results for
the six month period ended June 30, 1999 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1999.
NOTE B - INITIAL PUBLIC OFFERING
On July 13, 1999, the Company sold 700,000 shares of common stock in a
public offering providing net proceeds of approximately $6.4 million after
deducting underwriters discounts and offering costs. The net proceeds from the
public offering less working capital, are being held in U. S. Treasury and
Agency securities until the Bank obtains its charter and begins purchasing
other investment securities.
5
<PAGE> 8
Item 2. Management's Discussion and Analysis
SunCoast Bancorp, Inc. was formed in April 1998 and is in the development
stage. Accordingly, its operations have been limited to the organization of its
proposed bank subsidiary, SunCoast National Bank (the Bank) and in raising its
initial capital through the offering of its common stock (See Note B to the
financial statements).
The following is a discussion of the Company's financial condition and results
of operations for the period ended June 30, 1999:
Financial Condition
On June 30, 1999, the Company's initial public offering of common stock became
effective. As a result of the offering, the Company raised $7 million in
capital. After deducting underwriting discounts and offering costs, the net
proceeds of the offering are approximately $6.4 million. This comprises the
sole source of the Company's funding. Prior to the offering, the Company's sole
funding source was the proceeds from two lines of credit of approximately
$675,000. The lines were subsequently paid in full from the offering proceeds.
Proceeds from the offering, along with any assets purchased, are to be used to
fund the initial capitalization of the Bank at $6.0 million. Currently, the net
proceeds are invested by the Company in U.S. Treasury and Agency securities and
otherwise held by the Company as working capital for general corporate purposes
and to pay operating expenses, as well as for possible future capital
contributions to the Bank.
At June 30, 1999, the Company has invested approximately $297,135 in premises
and equipment of which $112,000 is represented by the cost of the leasehold
improvements to finish out the bank building. It is anticipated that the
Company will incur additional expenditures of approximately $260,000 to
complete and equip the main banking facility.
The net proceeds of the public offering are being held in an escrow account
pending receipt of the Bank's charter from the Office of the Comptroller of the
Currency and is being invested in U.S. Treasury and Agency securities.
Results of Operations
As the Company was formed in the second quarter of 1998, there is little to
compare with second quarter operations of 1999. The only expenses during this
period in 1998 were salary expenses and expenses incurred to establish a small
office. The net loss of $80,454 for the second quarter of 1998 and the net loss
for the six months ended June 30, 1998 is attributable solely to expenses
incurred in the organization of the Company and the Bank, and for other
pre-opening expenses. Management anticipates that the Company will continue to
experience losses from operations until such time as the operations of the Bank
achieve profitable levels.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
During the second quarter, there were no matters submitted to a vote
of security holders.
6
<PAGE> 9
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27 Financial Data Schedule
b. Reports on Form 8-K
The Company did not file a Current report on Form 8-K during the
quarter ended June 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: August 4, 1999 /s/ John S. Wilks
---------------------------------------
John S. Wilks
Chief Financial Officer
Date: August 4, 1999 /s/ John T. Stafford
---------------------------------------
John T. Stafford
President and Chief Executive
Officer
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
27 Financial Data Schedule
</TABLE>
7
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS DATED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 92,162
<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> 581,204
<DEPOSITS> 0
<SHORT-TERM> 674,525
<LIABILITIES-OTHER> 115,467
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> (208,788)
<TOTAL-LIABILITIES-AND-EQUITY> 581,204
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> (14,092)
<INTEREST-INCOME-NET> (14,092)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> (108,876)
<INCOME-PRETAX> (122,968)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (122,968)
<EPS-BASIC> (122,968)
<EPS-DILUTED> (122,968)
<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
</TABLE>
