UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission file number 333-69973
First Capital Bank Holding Corporation
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3532208
-------------------------------- -----------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
1891 South 14th Street
Fernandina Beach, Florida 32035
---------------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
904-321-0400
-------------------
(Telephone Number)
Not Applicable
------------------------
(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
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 XX NO
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 1,000,000 shares of common
stock, $.01 par value per share, issued and outstanding as of July 27, 2000.
Transitional Small Business Disclosure Format (check one): YES NO XX
--- ---
<PAGE>
FIRST CAPITAL BANK HOLDING CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements of First Capital Bank Holding
Corporation (the "Company") are set forth in the following
pages.
<PAGE>
<TABLE>
<CAPTION>
First Capital Bank Holding Corporation
Consolidated Balance Sheets
June 30, 2000 December 31, 1999
(Unaudited) (Audited)
------------ ------------
Assets
<S> <C> <C>
Cash $ 1,961,499 $ 1,056,088
Federal funds sold 3,186,000 1,871,000
Interest bearing deposits with other banks 253,408 -
------------ ------------
Total cash and cash 5,400,907 2,927,088
equivalents
Investments available for sale 12,068,555 10,059,587
Other investments 277,000 231,000
Loans, net 13,754,692 6,337,579
Premises and equipment, net 1,599,695 1,646,871
Other assets 333,630 204,357
------------ ------------
$33,434,479 $21,406,482
============ ============
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing $ 3,154,091 $ 1,531,558
Interest bearing 21,381,649 10,851,144
------------ ------------
Total deposits 24,535,740 12,382,702
Other liabilities 30,230 11,185
------------ ------------
Total liabilities 24,565,970 12,393,887
------------ ------------
Preferred stock, par value $.01, 1,000,000 shares
authorized;
no shares issued or outstanding - -
Common stock, par value $.01, 10,000,000 shares authorized;
1,000,000 shares issued and outstanding 10,000 10,000
Additional paid-in capital 9,708,858 9,708,858
Accumulated deficit (646,171) (634,951)
Other comprehensive loss (204,178) (71,312)
------------ ------------
Total stockholders' equity 8,868,509 9,012,595
------------ ------------
$ 33,434,479 $ 21,406,482
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
First Capital Bank Holding Corporation
Statements of Operations and Comprehensive Loss
For the Three Months and the Six Months Ended June 30, 2000 and 1999
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans $ 308,502 - $ 517,171 -
Interest income on investment securities 216,522 - 405,493 -
Interest income on federal funds sold 33,473 - 56,815 -
Interest income on deposits in other banks 13,190 - 21,550 -
----------- ------------ ------------ ------------
Total interest income 571,687 - 1,001,029 -
----------- ------------ ------------ ------------
Interest expense:
Interest bearing deposits 197,963 - 324,894 -
Other 17,144 33,449
----------- ------------ ------------ ------------
- -
Total interest expense 197,963 17,144 324,894 33,449
----------- ------------ ------------ ------------
Net interest income (expense) 373,724 (17,144) 676,135 (33,449)
Provision for loan losses 48,500 - 101,000 -
----------- ------------ ------------ ------------
Net interest income (expense) after
provision for loan losses 325,224 (17,144) 575,135 (33,449)
----------- ------------ ------------ ------------
Noninterest income:
Gain on sale of SBA loans 14,800 - 59,348 -
Other 7,455 - 19,529 -
----------- ------------ ------------ ------------
Total noninterest income 22,255 - 78,877 -
----------- ------------ ------------ ------------
Noninterest expense:
Salaries and employee benefits 185,060 94,704 366,726 139,962
Occupancy 52,647 6,560 102,681 12,553
Other 91,385 19,007 195,825 28,429
----------- ------------ ------------ ------------
Total noninterest expense 329,092 120,271 665,232 180,944
----------- ------------ ------------ ------------
Net earnings (loss) $ 18,387 $(137,415) $ (11,220) $(214,393)
=========== ============ ============ ============
Other comprehensive loss:
Unrealized losses arising during the period (83,363) - (132,866) -
----------- ------------ ------------ ------------
Comprehensive loss (64,976) (137,415) (144,086) (214,393)
=========== ============ ============ ============
Per Share:
Shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
=========== ============ ============ ============
Net earnings (loss) per share $ .02 $ (.14) $ (.01) $ (.21)
=========== ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
First Capital Bank Holding Corporation
Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
2000 1999
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (11,220) $(175,539)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation, amortization and accretion 49,217 2,321
Provision for loan losses 101,000 -
Gain on sale of loans (59,348) -
Change in other assets (129,273) 485
Change in other liabilities 19,045 (18,582)
----------- ---------
Net cash used in operating activities (30,579) (191,315)
----------- ---------
Cash flows from investing activities:
Purchase of premises and equipment (25,072) (504,776)
Proceeds from maturities of securities 103,924 -
Purchase of investment securities available for sale (2,222,727) -
Purchase of other investments (46,000) -
Net change in loans (8,723,995) -
Proceeds from sale of loans 1,265,230 -
Payment of organizational expenses (45,016)
----------- ---------
Net cash used in investing activities (9,648,640) (549,792)
----------- ---------
Cash flows from financing activities:
Increase in deposits 12,153,038 -
Proceeds from note payable - 814,000
----------- ---------
Net cash provided by financing activities 12,153,038 814,000
----------- ---------
Net increase in cash 2,473,819 72,893
Cash and cash equivalents at the beginning of the period 2,927,088 2,535
----------- ---------
Cash and cash equivalents at the end of the period $5,400,907 $ 75,428
=========== =========
Supplemental cash flow information:
Interest paid $ 320,419 $ 40,030
=========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
First Capital Bank Holding Corporation
Notes to Financial Statements
(Unaudited)
(1) Organization
First Capital Bank Holding Corporation (the "Company") was incorporated
for the purpose of becoming a bank holding company. On July 26, 1999, the
Company acquired 100% of the outstanding common stock of First National
Bank of Nassau County (the "Bank"), which operates in the Fernandina
Beach, Florida area. The Bank is chartered and regulated by the Office of
the Comptroller of Currency and the Federal Deposit Insurance Corporation.
The Bank commenced operations on July 26, 1999.
The interim financial statements included herein are unaudited but reflect
all adjustments which, in the opinion of management, are necessary for a
fair presentation of the financial position and results of operations for
the interim period presented. All such adjustments are of a normal
recurring nature. The results of operations for the quarter ended June 30,
2000 are not necessarily indicative of the results of a full year's
operations.
(2) Basis of Presentation
The consolidated financial statements include the accounts of the Company
and the Bank. All intercompany accounts and transactions have been
eliminated in consolidated.
The accounting principles followed by the Company and its subsidiary, and
the method of applying these principles, conform with generally accepted
accounting principles (GAAP) and with general practices within the banking
industry. In preparing financial statements in conformity with GAAP,
management is required to make estimates and assumptions that affect the
reported amounts in the financial statements. Actual results could differ
significantly from those estimates. Material estimates common to the
banking industry that are particularly susceptible to significant change
in the near term include, but are not limited to, the determination of the
allowance for loan losses, the valuation of real estate acquired in
connection with foreclosures or in satisfaction of loans, and valuation
allowances associated with the realization of deferred tax assets which
are based on future taxable income.
(3) Summary of Significant Accounting Policies
Investment Securities
The Company classifies its securities in one of three categories: trading,
available for sale, or held to maturity. Trading securities are bought and
held principally for the purpose of selling them in the near term. Held to
maturity securities are those securities for which the Company has the
ability and intent to hold until maturity. All securities not included in
trading or held to maturity are classified as available for sale.
Available for sale securities is recorded at fair value. Held to maturity
securities is recorded at cost, adjusted for the amortization or accretion
of premiums or discounts. Unrealized holding gains and losses, net of the
related tax effect, on securities available for sale are excluded from
earnings and are reported as a separate component of shareholders' equity
until realized. Transfers of securities between categories are recorded at
fair value at the date of transfer.
A decline in the market value of any available for sale or held to
maturity security below cost that is deemed other than temporary is
charged to earnings and establishes a new cost basis for the security.
Premiums and discounts are amortized or accreted over the life of the
related securities as adjustments to the yield. Realized gains and losses
for securities classified as available for sale and held to maturity are
included in earnings and are derived using the specific identification
method for determining the cost of securities sold.
Loans and Allowance for Loan Losses
Loans are stated at principal amount outstanding, net of the allowance for
loan losses. Unearned interest on discounted loans is recognized as income
over the term of the loans using a method which approximates a level
yield. Interest on other loans is calculated by using the simple interest
method on daily balances of the principal amount outstanding.
<PAGE>
First Capital Bank Holding Corporation
Notes to Financial Statements, continued
(3) Summary of Significant Accounting Policies, continued
Loans and Allowance for Loan Losses, continued
A loan is considered impaired when, based on current information and
events, it is probable that all amounts due according to the contractual
terms of the loan agreement will not be collected. Impaired loans are
measured based on the present value of expected future cash flows
discounted at the loan's effective interest rate, or at the loan's
observable market price, or at the fair value of the collateral of the
loan if the loan is collateral dependent. Accrual of interest is
discontinued on a loan when management believes, after considering
economic and business conditions and collection efforts, that the
borrower's financial condition is such that collection of interest is
doubtful.
The allowance for loan losses is established through a provision for loan
losses charged to expense. Loans are charged against the allowance for
loan losses when management believes that the collectibility of the
principal is unlikely. The allowance represents an amount which, in
management's judgment, will be adequate to absorb probable losses on
existing loans that may become uncollectible.
Management's judgment in determining the adequacy of the allowance is
based on evaluations of the collectibility of loans. These evaluations
take into consideration such factors as changes in the nature and volume
of the loan portfolio, current economic conditions that may affect the
borrower's ability to pay, overall portfolio quality and review of
specific problem loans.
Management believes that the allowance for loan losses is adequate. While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part
of their examination process, periodically review the Bank's allowance for
loan losses. Such agencies may require the Bank to recognize additions to
the allowance based on judgments different than those of management.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation.
Major additions and improvements are capitalized while maintenance and
repairs that do not improve or extend the useful lives of the assets are
expensed. When assets are retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts, and any
gain or loss is reflected in earnings for the period.
Depreciation expense on furniture, fixtures and equipment is computed
using the straight-line method over 5 to 7 years.
Income Taxes
The Company accounts for deferred income taxes using the liability
approach, and when this approach results in a net deferred tax asset,
management evaluates the likelihood of being able to realize that asset.
When management determines that some or all of the net deferred tax asset
is not realizable, a valuation allowance is recorded for that amount. At
June 30, 2000, the Company's significant deferred tax attribute was its
net operating loss since inception, and this deferred tax asset has been
fully reserved.
(4) Preferred Stock
Shares of preferred stock may be issued from time to time in one or more
series as established by resolution of the Board of Directors of the
Company. Each resolution shall include the number of shares issued,
preferences, special rights and limitations as determined by the Board.
<PAGE>
(5) Commitments
The Company entered into an employment agreement with its President and
Chief Executive Officer, providing for an initial term of five years
commencing August 15, 1998. The agreement provides for a base salary, an
incentive bonus based on five percent of the Company's pre-tax earnings,
and annual stock options which vest equally over five years at $10 per
share equal to the lesser of 30,000 shares or five percent of the number
of shares sold in the initial public offering. Additionally, the Company
is to maintain a $1,000,000 key man life insurance policy, with $500,000
payable to the Company and $500,000 payable to the President's family. The
agreement further provides for other prerequisites, and subjects the
President to certain noncompete restrictions.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations For the Six Months Ended June 30, 2000
and 1999
Forward-Looking Statements
The following is a discussion of the Company's financial condition as of and for
the period ended June 30, 2000. These comments should be read in conjunction
with the Company's condensed consolidated financial statements and accompanying
footnotes appearing in this report.
This report contains "forward-looking statements" relating to, without
limitation, future economic performance, plans and objectives of management for
future operations, and projections of revenues and other financial items that
are based on the beliefs of the Company's management, as well as assumptions
made by and information currently available to the Company's management. The
words "expect," "anticipate," and "believe," as well as similar expressions, are
intended to identify forward-looking statements. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements, and the Company's operating performance each quarter is subject to
various risks and uncertainties that are discussed in detail in the Company's
filings with the Securities and Exchange Commission, including the "Risk
Factors" section in the Company's Registration Statement (Registration Number
333-69973) as filed with and declared effective by the Securities and Exchange
Commission.
Financial Condition
As of June 30, 2000, the Bank had concluded eleven full months of operations,
and the Company has total assets of $33,434,479, an increase of 56% over
December 31, 1999. Significant contributors to the asset growth included
increases in cash and cash equivalents of $2,473,819 or 85%, loans of $7,417,113
or 117% and investments available for sale of $2,008,968 or 20%. The growth in
these assets were funded by increased deposits. When compared to December 31,
1999, deposits increased $12,153,038 or 98%.
At quarter end, the Bank's loan to deposit ratio was 56%. Management's long term
target for the loan to deposit ratio is 80%. The interest rates paid on interest
bearing deposits and the service charge rates for deposit services are
comparable to local market rates. Management is making a concerted effort to
develop quality loan business in the local market and to manage the deposit
growth consistent with expected loan demand.
The deposit mix at June 30, 2000 was as follows: $3,154,091 (13% of total
deposits) in noninterest bearing demand deposits: $16,738,607 (68% of total
deposits) in interest checking accounts; $274,654 (1% of total deposits) in
savings accounts; and $4,368,388 (18% of total deposits) in time deposits. As
the Bank continues to grow, management expects the deposit mix to become more
heavily weighted towards the higher costing time deposits, thus increasing the
average cost of funds and reducing the Bank's net interest margin.
While the Bank continues to build its loan portfolio, excess funds are invested
in short to intermediate term government and mortgage-backed securities. At June
30, 2000, all securities were classified as available for sale totaling
$12,068,555. The current investment portfolio strategy is primarily to provide
liquidity for funding loans and initial operating expenditures and secondarily
for earnings enhancement. Accordingly, no investment securities have final
maturities greater than five years and all are pledgeable to raise funding
through secured borrowing or repurchase agreements.
The Company had an accumulated deficit of $646,171 as of June 30, 2000. During
the first six months of 2000, the Company incurred a net loss of $11,220. Prior
to commencing operations, in July 1999, the losses were a result of expenses
incurred in connection with activities related to the organization of the
Company and the Bank.
Results of Operations
Net interest income for the six months ended June 30, 2000 was $676,135. The
Company has interest expense on interest bearing deposits of $324,894 for the
first six months of 2000. Total interest income in the first two quarters of
2000 was $1,001,029 including interest income on loans totaling $517,171 and
interest income on investments of $405,493. Loan interest income and deposit
interest expense in 1999 were not incurred until the Bank opened on July 26,
1999.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations, continued Results of Operations, continued
The provision for loan losses for the six months ended June 30, 2000 was
$101,000. Since the Bank's loan portfolio is only eleven months old, the Bank
has no historical data about loan losses on its portfolio on which to base
projections for future losses. Current loan quality analysis does not indicate
potential loan losses. Until more substantial evidence about potential losses is
developed, management believes the Bank should establish an allowance for loan
losses that will approximate between 1.15% and 1.5% of total loans. At June 30,
2000, the allowance for loan losses was $175,000, which represented 1.26% of
total loans.
Noninterest income for the six months ended June 30, 2000 was $78,877. This
consists primarily of gains on sales of SBA loans. Total proceeds associated
with these sales were $1,265,230. There were no loan sales related to the period
ended June 30, 1999.
Noninterest expense for the first two quarters of 2000 was $665,232. Salaries
and benefits for the six months ended June 30, 2000 and 1999 totaled $366,726
and $139,962, respectively. The increase is due to a change in head count as a
result of the Bank commencing operations. The remainder of the expenses relate
primarily to occupancy expenses and operational costs for data processing, ATM
processing and advertising.
Despite the anticipated losses in the first years of operations, the Company
expects earnings from loans and investments and other banking services as well
as steady deposit growth to provide sufficient liquidity for both the short and
long term. The Bank intends to manage its loan growth such that deposit flows
will provide funding for all loans as well as cash reserves for working capital
and short to intermediate term, liquid investments. Management continues to
believe that the local market presents good opportunities for business
development to support a growing and profitable community bank.
Liquidity
The Bank has established short-term federal funds purchase lines of credit with
its correspondent banks, which total $6,150,000. These lines are unsecured and
are designed to provide the Bank with short-term liquidity. These lines may be
revoked at any time by the correspondent banks and are available to the Bank
simply as an accommodation for short-term (two weeks or less) liquidity needs.
Additionally, the Bank has investments available for sale of $12,068,555 and
cash and cash equivalents of $5,400,907 to fund operations and loan growth.
In the early years, the investment practices of the Company will limit
investments to highly liquid overnight investments in correspondent banks and
short to intermediate term U.S. Treasury and government agency securities. For
the foreseeable future, the Bank will consider its investment portfolio
primarily as a source for liquidity and secondarily as a source for earnings.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings to which the Company
is a party or of which any of their property is the subject.
Item 2. Changes in Securities
(a) Not applicable
(b) Not applicable
(c) Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
There were two matters submitted to a vote of security holders during the six
months ended June 30, 2000 at the Company's annual meeting of shareholders held
on April 19, 2000.
1. The election of five members of the Board of Directors as Class I
directors for a three year term.
The Company's Bylaws provides that the Board of Directors shall be
divided into three classes with each class to be nearly equal in
number as possible. The Bylaws also provide that the three classes of
directors are to have staggered terms, so that the terms of only
approximately one-third of the board members will expire at each
annual meeting of shareholders. The current Class I directors are
Christina H. Bryan, Suellen Rodeffer Garner, Michael G. Sanchez,
Harry R. Trevett, and Marshall E. Wood. The current Class II
directors are Ron Anderson, C. Brett Carter, William K. Haley, M.D.,
Lori L. McCarroll, and David F. Miller. The current Class III
directors are William J. Mock, Jr., Marlene J. Murphy, Robert L.
Peters, Lawrence Piper, and Edward E. Wilson. The current terms of
the Class I directors expired at the Annual Meeting. Each of the five
current Class I directors was nominated for reelection and stood for
election at the Annual Meeting on April 19, 2000 for a three year
term. The number of votes for the election of the Class I directors
was as follows: For Ms. Bryan - 674,608; for Ms. Garner - 674,608;
for Mr. Sanchez - 674,608; for Mr. Trevett - 674,608; and for Mr.
Wood - 674,608. The number of votes which withhold authority for Ms.
Bryan - 0; withhold authority for Ms. Garner - 0; withhold authority
for Mr. Sanchez - 0; withhold authority for Mr. Trevett - 0; and
withhold authority for Mr. Wood - 0. The number of votes against the
election of directors was as follows: against Ms. Bryan --- 2,200;
against Ms. Garner - 2,200; against Mr. Sanchez - 2,200; against Mr.
Trevett - 2,200; and against Mr. Wood - 2,200. The terms of the Class
II directors will expire at the 2001 Annual Meeting of Shareholders,
and the terms of the Class III directors will expire at the 2002
Annual Meeting of Shareholders.
2. A proposal to approve the Company's 1999 Stock Incentive Plan.
The shareholders of the Company approved the 1999 Stock Incentive
Plan. The Plan authorizes the grant to our employees and directors of
stock options for up to 100,000 shares of common stock from time to
time during the term of the plan, subject to adjustment upon changes
in capitalization. Under the plan, we may grant either incentive
stock options (which qualify for certain favorable tax consequences,
as described in the Company's 1999 Proxy Statement) or nonqualified
stock options. We may grant up to all 100,000 shares available under
the plan as incentive stock options. The number of votes for the
approval of the Plan was 662,058. The number of votes against the
Plan was 4,800, and 9,950 abstained from voting.
There were no other matters voted on by the Company's shareholders at our annual
meeting held on April 19, 2000.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
See Exhibit List attached hereto.
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K for the period ended June 30,
2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST CAPITAL BANK HOLDING CORPORATION
Date: August 2, 2000 By: /s/ Michael G. Sanchez
----------------------------------
Michael G. Sanchez
Chief Executive Officer
Date: August 2, 2000 By: /s/ Timothy S. Ayers
----------------------------------
Timothy S. Ayers
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
10.1. Real Estate Sales Contract for the proposed site of the
Company dated June 16, 1998 (incorporated by reference to
Exhibit 10.1 of the Registration Statement on Form SB-2, File
No. 333-69973).
10.2. Amended and Restated Employment Agreement between the
Organizers of the Company and Michael G. Sanchez, dated
September 1, 1998 (incorporated by reference to Exhibit 10.2
of the Registration Statement on Form SB-2, File No.
333-69973).
10.3. The Company's 1999 Stock Incentive Plan (incorporated by
reference to Exhibit 10.3 of the Company's Form 10-KSB for the
period ended December 31, 1999).
10.4. Form of Organizer Warrant Certificate (incorporated by
reference to Exhibit 10.4 of the Registration Statement on
Form SB-2, File No. 333-69973)
27.1. Financial Data Schedule for the period ended June 30, 2000.
(for SEC use only).
