<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 MARCH 31, 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.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0827141
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8592 Potter Park Drive, Suite 200
Sarasota, FL 34238
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(Address of principal executive offices)
941-923-0500
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(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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.
Class Outstanding as of February 22, 2000
----- -----------------------------------
Common Stock, $.01 par value 700,000
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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SUNCOAST BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of March 31, 1999 and
December 31, 1998...................................1
Statement of Operation for the Three Months
Ended March 31, 1999................................2
Statement of Cash Flow for the Three Months
Ended March 31, 1999................................3
Notes to Financial Statements................................4
Item 2. Management's Discussion and Analysis.........................5
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders..........5
Item 6. Exhibits and Reports on Form 8-K.............................6
SIGNATURES.....................................................................6
EXHIBIT INDEX..................................................................6
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SUNCOAST BANCORP, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
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(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 23,324 $ 4,774
Federal funds sold -- --
--------- ---------
Total cash and cash equivalents 23,324 4,774
Securities available for sale -- --
Loans -- --
Less allowance for loan losses -- --
--------- ---------
Net loans --
Deferred offering costs 81,403 48,059
Premises and equipment, net 71,242 1,410
Accrued interest & other assets 12,822 16,477
--------- ---------
Total assets $ 188,792 $ 70,720
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ -- $ --
Interest bearing -- --
--------- ---------
Total deposits -- --
Accounts payable 63,775 53,911
Loans payable 251,188 101,188
Advances from organizers -- --
Customer repurchase agreements -- --
Accrued interest & other liabilities 2,163 1,441
--------- ---------
Total liabilities 317,126 156,539
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 (128,335) (85,821)
Unrealized loss on securities available for sale -- --
--------- ---------
Total shareholders' equity (128,334) (85,820)
--------- ---------
Total liabilities and shareholders' equity $ 188,792 $ 70,720
========= =========
</TABLE>
See accompanying notes to financial statements
1
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SUNCOAST BANCORP, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months
ended March 31
--------------
1999
--------------
<S> <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 3,003
------------
Total interest expense 3,003
------------
Net interest income (3,003)
Provision for loan losses --
------------
Net interest income after
Provision for loan losses (3,003)
Non-interest income
Non-interest expense:
Salaries and benefits 16,700
Occupancy and equipment expense 1,440
Other expense 21,371
------------
Total non-interest expense 39,511
------------
Net loss (42,514)
------------
Other comprehensive income (loss) --
------------
Comprehensive income (loss) $ (42,514)
============
Net loss per share $ (42,513.51)
============
Average shares outstanding 1
============
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 5
SUNCOAST BANCORP, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months
ended March 31
--------------
1999
--------------
<S> <C>
Cash flows from operating activities:
Net loss $ (42,514)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 225
Provision for loan losses --
(Increase) Decrease in deferred
offering costs (33,344)
(Increase) Decrease in accrued interest
and other assets 3,655
Increase (Decrease) in accrued interest
and other liabilities 10,586
---------
Total adjustments (18,878)
---------
Net cash used in operating activities (61,392)
---------
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 (70,058)
---------
Net cash used in investing activities (70,058)
---------
Cash flow from financing activities:
Net proceeds (retirement) of common stock --
Payments on loans payable --
Proceeds from short-term financing 150,000
Proceeds (Repayments) on organizers advances --
---------
Net cash provided by financing activities 150,000
---------
Increase (Decrease) in cash and cash equivalents 18,550
Cash and cash equivalents, beginning of period 4,774
---------
Cash and cash equivalents, end of period $ 23,324
=========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,280
=========
Supplemental schedule of noncash financing activities:
Settlement of organizers advances in exchange
for issuance of common stock $ --
=========
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 6
SUNCOAST BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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 $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. SunCoast National Bank
(the "Bank") opened for business on September 7, 1999 with $6 million in
capital.
Basis of Presentation:
The accompaning 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 three
month period ended March 31, 1999 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1999.
NOTE B - COMMON STOCK OFFERING
On July 13, 1999, the Company sold 700,000 shares of common stock at
$10 per share in a public offering providing net proceeds of approximately $6.4
million after deducting underwriters discounts and offering costs.
4
<PAGE> 7
Item 2. Management's Discussion and Analysis
SunCoast Bancorp, Inc. was formed in April 1998 and as of March 31, 1999, was in
the development stage. Accordingly, its operations were 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
Notes A & B to the financial statements).
The following is a discussion of the Company's financial condition and results
of operations for the period ended March 31, 1999:
Financial Condition
At March 31, 1999, and prior to the stock offering (see Note B to the financial
statements), the company's sole funding source was the proceeds from a line of
credit of approximately $425,000.00. The line was subsequently paid in full from
the offering proceeds. Proceeds from the offering, along with any assets
purchased, were used to fund the initial capitalization of the Bank at $6.0
million.
At March 31, 1999, the Company has invested approximately $71,242 in premises
and equipment, all of which represented furniture, fixtures, and equipment. It
is anticipated that the Company will incur additional capital expenditures of
approximately $500,000 to complete and equip the main banking facility.
Results of Operations
As the Company was formed in the second quarter of 1998, there is nothing to
compare with first quarter operations of 1999. The net loss of ($42,514) for the
first quarter of 1999 is attributable solely to expenses incurred in the
organization of the Company and the Bank, and for other pre-opening expense.
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 first quarter, there were no matters submitted to a vote of
security holders.
5
<PAGE> 8
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 March 31, 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: February 22, 2000 /s/ John S. Wilks
-------------------------------------
John S. Wilks
Chief Financial Officer
Date: February 22, 2000 /s/ John T. Stafford
-------------------------------------
John T. Stafford
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
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27 Financial Data Schedule
6
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS DATED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 23,324
<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> 188,792
<DEPOSITS> 0
<SHORT-TERM> 251,188
<LIABILITIES-OTHER> 65,938
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> (128,334)
<TOTAL-LIABILITIES-AND-EQUITY> 188,792
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> (3,003)
<INTEREST-INCOME-NET> (3,003)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> (39,511)
<INCOME-PRETAX> (42,514)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42,514)
<EPS-BASIC> (42,514)
<EPS-DILUTED> (42,514)
<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>
