<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, 2000
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period 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 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8592 Potter Park Drive, Suite 200
Sarasota, Florida 34238
----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(941) 923-0500
------------------------------------------------
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
---------------------------------------------------------------
(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:
YES [X] NO [ ]
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 700,000 shares
-------------------------------------- --------------------
(CLASS) OUTSTANDING AT JULY 14, 2000
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<PAGE> 2
SUNCOAST BANCORP, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
----
Condensed Consolidated Balance Sheets -
At June 30, 2000 (unaudited) and At December 31, 1999..................2
Condensed Consolidated Statements of Operations -
Three and Six Months ended June 30, 2000 and 1999 (unaudited)..........3
Condensed Consolidated Statement of Changes in Stockholders' Equity
Six Months Ended June 30, 2000 (unaudited).............................4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2000 and 1999 (unaudited)....................5
Notes to Condensed Consolidated Financial Statements (unaudited).........6
Review by Independent Certified Public Accountants.......................7
Report on Review by Independent Certified Public Accountants.............8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.............................................9-11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.........11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................12
SIGNATURES...................................................................13
1
<PAGE> 3
SUNCOAST BANCORP, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------ ------------
ASSETS 2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash and due from banks ...................................... $ 660,075 511,525
Interest-bearing deposits with banks ......................... 999,389 8,454,133
Federal funds sold ........................................... 1,399,000 245,000
------------ -----------
Total cash and cash equivalents ................ 3,058,464 9,210,658
Securities available for sale ................................ 6,680,516 5,355,242
Loans, net of allowance for loan losses of $85,693 in 2000 and
$11,111 in 1999 .......................................... 6,792,767 877,756
Premises and equipment, net .................................. 545,568 588,483
Federal Reserve Bank stock, at cost .......................... 180,000 180,000
Federal Home Loan Bank stock, at cost ........................ 22,200 22,200
Accrued interest receivable .................................. 170,349 106,047
Deferred tax assets .......................................... 402,240 252,662
Other assets ................................................. 75,367 87,977
------------ -----------
Total assets ................................... $ 17,927,471 16,681,025
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Noninterest-bearing demand deposits ...................... 792,350 342,868
Savings and NOW deposits ................................. 1,258,057 612,683
Money-market deposits .................................... 6,792,732 2,820,308
Time deposits ............................................ 2,331,487 1,464,853
------------ -----------
Total deposits ................................. 11,174,626 5,240,712
Accrued interest payable and other liabilities ........... 29,067 7,294
Other borrowings ......................................... 995,717 5,453,234
------------ -----------
Total liabilities .............................. 12,199,410 10,701,240
------------ -----------
Stockholders' equity:
Preferred stock .......................................... -- --
Common stock ............................................. 7,000 7,000
Additional paid-in capital ............................... 6,393,888 6,393,888
Accumulated deficit ...................................... (655,668) (394,732)
Accumulated other comprehensive income (loss) ............ (17,159) (26,371)
------------ -----------
Total stockholders' equity ..................... 5,728,061 5,979,785
------------ -----------
Total liabilities and stockholders' equity ..... $ 17,927,471 16,681,025
============ ===========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE> 4
SUNCOAST BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2000 1999 2000 1999
--------- ------- -------- --------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable ....................... $ 102,022 -- 143,539 --
Securities ............................. 109,311 -- 193,946 --
Other interest-earning assets .......... 62,694 -- 199,035 --
--------- ------- -------- --------
Total interest income ............. 274,027 -- 536,520 --
--------- ------- -------- --------
Interest expense:
Deposits ............................... 108,372 -- 181,479 --
Other borrowings ....................... 12,951 11,089 94,760 14,092
--------- ------- -------- --------
Total interest expense ............ 121,323 11,089 276,239 14,092
--------- ------- -------- --------
Net interest income (expense) ..... 152,704 (11,089) 260,281 (14,092)
Provision for loan losses .................. 46,483 -- 74,582 --
--------- ------- -------- --------
Net interest income (expense) after
provision for loan losses .... 106,221 (11,089) 185,699 (14,092)
--------- ------- -------- --------
Noninterest income, service charges and fees 13,412 -- 16,792 --
--------- ------- -------- --------
Noninterest expense:
Salaries and employee benefits ......... 140,510 -- 308,869 --
Occupancy .............................. 61,310 -- 127,078 --
Advertising ............................ 14,706 -- 20,991 --
Stationery and supplies ................ 12,546 -- 25,920 --
Professional fees ...................... 22,052 -- 53,470 --
Data processing ........................ 17,645 -- 35,844 --
Organizational and preopening costs .... -- 69,365 -- 108,876
Other .................................. 28,714 -- 47,816 --
--------- ------- -------- --------
Total noninterest expense ......... 297,483 69,365 619,988 108,876
--------- ------- -------- --------
Loss before income tax benefit .... (177,850) (80,454) (417,497) (122,968)
Income tax benefit ......................... (66,693) -- (156,561) --
--------- ------- -------- --------
Net loss .......................... $(111,157) (80,454) (260,936) (122,968)
========= ======= ======== ========
Loss per share, basic and diluted .......... $ (.16) * (.37) *
========= ======= ======== ========
Weighted-average number of
common shares outstanding .............. 700,000 * 700,000 *
========= ======= ======== ========
Dividends per share ........................ $ -- -- -- --
========= ======= ======== ========
</TABLE>
* Not meaningful
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 5
SUNCOAST BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMPRE-
ADDITIONAL HENSIVE TOTAL
COMMON PAID-IN ACCUMULATED INCOME STOCKHOLDERS'
STOCK CAPITAL DEFICIT (LOSS) EQUITY
------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1999............... $ 7,000 6,393,888 (394,732) (26,371) 5,979,785
---------
Comprehensive income (loss):
Net loss (unaudited).................. -- -- (260,936) -- (260,936)
Net change in unrealized
loss on securities available
for sale (unaudited).............. -- -- -- 9,212 9,212
---------
Comprehensive income (loss)
(unaudited)....................... (251,724)
------- --------- -------- ------- ----------
Balance at June 30, 2000
(unaudited)........................... $ 7,000 6,393,888 (655,668) (17,159) 5,728,061
======= ========= ======== ======= ==========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 6
SUNCOAST BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
2000 1999
----------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss ................................................................ $ (260,936) (122,968)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation ....................................................... 44,661 1,416
Provision for loan losses .......................................... 74,582 --
Net amortization of loan fees, premiums and discounts .............. (37,729) --
Credit for deferred income taxes ................................... (156,561) --
Increase in deferred offering cost ................................. -- (91,919)
Increase in accrued interest receivable ............................ (64,302) --
Decrease (increase) in other assets ................................ 12,610 (35,848)
Increase in accrued interest payable and
other liabilities ............................................. 21,773 60,115
----------- ---------
Net cash used in operating activities ......................... (365,902) (189,204)
----------- ---------
Cash flows from investing activities:
Purchase of securities available for sale ............................... (2,046,523) --
Maturities of securities available for sale ............................. 750,000 --
Principal repayments of securities available for sale ................... 2,110 --
Net increase in loans ................................................... (5,966,530) --
Purchase of premises and equipment ...................................... (1,746) (296,745)
----------- ---------
Net cash used in investing activities ......................... (7,262,689) (296,745)
----------- ---------
Cash flows from financing activities:
Net increase in deposits ................................................ 5,933,914 --
Proceeds from short-term financing ...................................... -- 573,337
Net decrease in other borrowings ........................................ (4,457,517) --
----------- ---------
Net cash provided by financing activities ..................... 1,476,397 573,337
----------- ---------
Net (decrease) increase in cash and cash equivalents ........................ (6,152,194) 87,388
Cash and cash equivalents at beginning of period ............................ 9,210,658 4,774
----------- ---------
Cash and cash equivalents at end of period .................................. $ 3,058,464 92,162
=========== =========
Supplemental disclosure of cash flow information: Cash paid during the period
for:
Interest ........................................................... $ 271,840 7,605
=========== =========
Income taxes ....................................................... $ -- --
=========== =========
Noncash transaction-
Accumulated other comprehensive income (loss), change in
unrealized loss on securities available for sale,
net of tax .................................................... $ 9,212 --
=========== =========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 7
SUNCOAST BANCORP, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
GENERAL. In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments (consisting
principally of normal recurring accruals) necessary to present fairly
the financial position at June 30, 2000 and the results of operations
for the three- and six-month periods ended June 30, 2000 and 1999 and
cash flows for the six month periods ended June 30, 2000 and 1999. The
results of operations for the three- and six- month periods ended June
30, 2000 are not necessarily indicative of the results to be expected
for the year ending December 31, 2000.
SunCoast Bancorp, Inc. (the "Holding Company") was incorporated on
April 1, 1998. The Holding Company owns 100% of the outstanding common
stock of SunCoast National Bank (the "Bank") (collectively the
"Company"). The Holding Company was organized simultaneously with the
Bank and its only business is the ownership and operation of the Bank.
The Bank was incorporated under the laws of the United States and
received its charter from the Comptroller of the Currency. The Bank's
deposits are insured by the Federal Deposit Insurance Corporation. The
Bank opened for business on September 7, 1999 and provides a variety of
community banking services to businesses and individuals through its
banking office located in Sarasota County, Florida.
(2) LOAN IMPAIRMENT AND LOAN LOSSES
No loans were identified as impaired at or during the six months ended
June 30, 2000. The Bank had not opened for business as of June 30,
1999. The activity in the allowance for loan losses is as follows:
THREE SIX
MONTHS MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
2000 2000
------- -------
Balance at beginning of period $39,210 11,111
Provision charged to operations 46,483 74,582
------- -------
Balance at end of period ...... $85,693 85,693
======= =======
(3) LOSS PER SHARE
Basic and diluted loss per share have been computed on the basis of the
weighted-average number of shares of common stock outstanding during the
period. Outstanding stock options are not dilutive due to the net loss
incurred by the Company.
(4) REGULATORY CAPITAL
The Bank is required to maintain certain minimum regulatory capital
requirements. The following is a summary at June 30, 2000 of the
regulatory capital requirements and the Bank's actual capital on a
percentage basis:
<TABLE>
<CAPTION>
REGULATORY
ACTUAL REQUIREMENT
------ -----------
<S> <C> <C>
Total capital to risk-weighted assets.............. 52.65% 8.00%
Tier I capital to risk-weighted assets............. 51.76% 4.00%
Tier I capital to total assets - leverage ratio.... 30.62% 4.00%
</TABLE>
6
<PAGE> 8
SUNCOAST BANCORP, INC. AND SUBSIDIARY
REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Hacker, Johnson, Cohen & Grieb PA, independent certified public
accountants, have made a limited review of the financial data as of
June 30, 2000, and for the three- and six-month periods ended June
30, 2000 and 1999 presented in this document, in accordance with
standards established by the American Institute of Certified Public
Accountants.
Their report furnished pursuant to Article 10 of Regulation S-X is
included herein.
7
<PAGE> 9
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
SunCoast Bancorp, Inc.
Sarasota, Florida:
We have reviewed the accompanying condensed consolidated balance sheet
of SunCoast Bancorp, Inc. and Subsidiary (the "Company") as of June 30, 2000,
the related condensed consolidated statements of operations for the three- and
six- month periods ended June 30, 2000 and 1999, the related condensed
consolidated statement of changes in stockholders' equity for the six- month
period ended June 30, 2000 and the related condensed consolidated statements of
cash flows for the six-month periods ended June 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December 31, 1999, and
the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the year then ended (not presented herein); and in
our report dated February 18, 2000 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 1999,
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
July 14, 2000
8
<PAGE> 10
SUNCOAST BANCORP, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF JUNE 30, 2000 AND DECEMBER 31, 1999
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of cash during the six months ended June 30,
2000 was from net deposit inflows of $5.9 million and proceeds from the
maturity of securities of $750,000. Cash was used primarily to originate
loans, net of principal repayments, totaling $6.0 million and to purchase
securities of $2.0 million. Interest-bearing deposits with banks at
December 31, 1999 were used to pay-off other borrowings of $4.5 million. At
June 30, 2000, the Company had outstanding commitments to originate loans
totaling $3.4 million. At June 30, 2000, the Bank exceeded its regulatory
liquidity requirements.
COMPARISON OF THE THREE-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
RESULTS OF OPERATIONS:
GENERAL. Net loss for the three-months ended June 30, 2000 was $111,157
compared to a net loss of $80,454 for the comparable period in 1999.
The Bank commenced operations on September 7, 1999. At June 30, 2000,
the Company had not achieved the asset size to operate profitably.
INTEREST INCOME. Interest income was $274,027 for the three months ended
June 30, 2000. Interest income earned on loans was $102,022. The
average loan portfolio balance was $4.6 million for the three months
ended June 30, 2000 and the average yield earned was 8.9%. Interest
income earned on securities was $109,311. The average securities
portfolio balance was $6.0 million and the average yield earned was
7.3% for the three months ended June 30, 2000. Interest income earned
on other interest-earning assets was $62,694. The average balance of
other interest-earning assets was $4.4 million and the average yield
earned was 5.7% for the 2000 period.
INTEREST EXPENSE. Interest expense was $121,323 for the three months ended
June 30, 2000. Interest expense on deposit accounts was $108,372. The
average balance of interest-bearing deposits was $9.4 million for the
three months ended June 30, 2000 and the average cost was 4.6%.
Interest expense on other borrowings was $12,951. The average balance
of other borrowings was $1.0 million and the average rate paid was 5.2%
for the 2000 period.
PROVISION FOR LOAN LOSSES. The provision for loan losses is charged to
operations to increase the total allowance to a level deemed
appropriate by management and is based upon the volume and type of
lending conducted by the Company, industry standards, the amount of
nonperforming loans and general economic conditions, particularly as
they relate to the Company's market areas, and other factors related to
the collectibility of the Company's loan portfolio. The Company
recorded a provision for loan losses for the three months ended June
30, 2000 of $46,483 and the allowance for loan losses was $85,693 at
June 30, 2000. Management believes the allowance is adequate at June
30, 2000.
9
<PAGE> 11
SUNCOAST BANCORP, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED
NONINTEREST EXPENSE. Noninterest expense was $297,483 for the three months
ended June 30, 2000 compared to $69,365 for the three months ended June
30, 1999. This increase resulted from the commencement of banking
operations.
INCOME TAX BENEFIT. The income tax benefit for the three months ended June
30, 2000 was $66,693 (an effective rate of 37.5%). There was no tax
benefit recorded for the three months ended June 30, 1999 because
management was unsure whether it was more likely than not that the
benefit would be realized.
COMPARISON OF THE SIX-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
RESULTS OF OPERATIONS:
GENERAL. Net loss for the six-months ended June 30, 2000 was $260,936
compared to a net loss of $122,968 for the comparable period in 1999.
The Bank commenced operations on September 7, 1999. At June 30, 2000,
the Company had not achieved the asset size to operate profitably.
INTEREST INCOME. Interest income was $536,520 for the six months ended June
30, 2000. Interest income earned on loans was $143,539. The average
loan portfolio balance was $3.2 million for the six months ended June
30, 2000 and the average yield earned was 8.9%. Interest income earned
on securities was $193,946. The average securities portfolio balance
was $5.5 million and the average yield earned was 7.0% for the six
months ended June 30, 2000. Interest income earned on other
interest-earning assets was $199,035. The average balance of other
interest-earning assets was $7.6 million and the average yield earned
was 5.3% for the 2000 period.
INTEREST EXPENSE. Interest expense was $276,239 for the six months ended
June 30, 2000. Interest expense on deposit accounts was $181,479. The
average balance of interest-bearing deposits was $7.9 million for the
six months ended June 30, 2000 and the average cost was 4.6%. Interest
expense on other borrowings was $94,760. The average balance of other
borrowings was $4.0 million and the average rate paid was 4.8% for the
2000 period.
PROVISION FOR LOAN LOSSES. The provision for loan losses is charged to
operations to increase the total allowance to a level deemed
appropriate by management and is based upon the volume and type of
lending conducted by the Company, industry standards, the amount of
nonperforming loans and general economic conditions, particularly as
they relate to the Company's market areas, and other factors related to
the collectibility of the Company's loan portfolio. The Company
recorded a provision for loan losses for the six months ended June 30,
2000 of $74,582 and the allowance for loan losses was $85,693 at June
30, 2000. Management believes the allowance is adequate at June 30,
2000.
NONINTEREST EXPENSE. Noninterest expense was $619,988 for the six months
ended June 30, 2000 compared to $108,876 for the six months ended June
30, 1999. This increase resulted from the commencement of banking
operations.
INCOME TAX BENEFIT. The income tax benefit for the six months ended June
30, 2000 was $156,561 (an effective rate of 37.5%). There was no tax
benefit recorded for the six months ended June 30, 1999 because, at the
time management was unsure whether it was more likely than not that the
benefit would be realized.
10
<PAGE> 12
SUNCOAST BANCORP, INC. AND SUBSIDIARY
YEAR 2000 ISSUES
The Company's operating and financial systems have been found to be compliant;
the "Y2K Problem" has not adversely affected the Company's operations nor does
management expect that it will.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and
rates. The Company's market risk arises primarily from interest rate risk
inherent in its lending and deposit taking activities. The Company has no risk
related to trading accounts, commodities or foreign exchange.
Management actively monitors and manages its interest rate risk exposure. The
primary objective in managing interest-rate risk is to limit, within
established guidelines, the adverse impact of changes in interest rates on the
Company's net interest income and capital, while adjusting the Company's
asset-liability structure to obtain the maximum yield-cost spread on that
structure. Management relies primarily on its asset-liability structure to
control interest rate risk. However, a sudden and substantial increase in
interest rates could adversely impact the Company's earnings, to the extent
that the interest rates borne by assets and liabilities do not change at the
same speed, to the same extent, or on the same basis. There have been no
significant changes in the Company's market risk exposure since December 31,
1999.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders (the "Annual Meeting") of Suncoast Bancorp,
Inc., was held on May 15, 2000, to consider the election of eight directors
with terms expiring at the next Annual Meeting.
At the Annual Meeting, 448,600 shares were present in person or by proxy.
Listed below are the directors that were elected at the Annual Meeting with a
summary of the votes cast for each nominee:
FOR AGAINST ABSTAIN
Larry Berberich 448,600 -- --
======= ======= ========
Henry E. Black, M.D. 448,600 -- --
======= ======== ========
H.R. Foxworthy 448,600 -- --
======= ======== ========
William F. Gnerre 448,600 -- --
======= ======== ========
James C. Rutledge 448,600 -- --
======= ======== ========
John T. Stafford 448,600 -- --
======= ======== ========
Stanley A. Williams 448,600 -- --
======= ======== ========
Roy A. Yahraus 448,600 -- --
======= ======== ========
11
<PAGE> 13
SUNCOAST BANCORP, INC. AND SUBSIDIARY
PART II. OTHER INFORMATION
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 marked by a single asterisk
(*) were previously filed as a part of the Company's Registration
Statement on Form SB-2, Registration No. 333-70231 and are hereby
incorporated by reference.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
*3.1 Restated Articles of Incorporation of SunCoast
Bancorp, Inc.
*3.2 Bylaws of SunCoast Bancorp, Inc.
*4.1 Specimen Stock Certificate of SunCoast Bancorp, Inc.
*10.1 Form of Employment Agreement entered into between
the Company and John T. Stafford **
*10.2 Form of Employment Agreement entered into between
the Bank and William F. Gnerre **
*10.3 SunCoast Bancorp, Inc. Director Stock Option Plan **
*10.4 SunCoast Bancorp, Inc. Employee Stock Option Plan **
*10.5 Lease Agreement dated August 28, 1998 between
SunCoast Bancorp, Inc. and Palmer Medical Center
Ltd.
27.0 Financial Data Schedule (for SEC use only)
** Represents a management contract or compensatory plan or arrangement
required to be filed as an exhibit.
(b) REPORTS ON FORM 8-K. There were no reports on Form 8-K filed during
the three months ended June 30, 2000.
12
<PAGE> 14
SUNCOAST BANCORP, INC. AND SUBSIDIARY
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.
SUNCOAST BANCORP, INC.
(Registrant)
Date: July 25, 2000 By: /s/ John T. Stafford
-------------------- --------------------------------------
John T. Stafford, President
and Chief Executive Officer
Date: July 25, 2000 By: /s/ John S. Wilks
-------------------- --------------------------------------
John S. Wilks, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
13
