U.S. 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, 1999.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE
ACT OF 1934
For the transition period from __________ to __________.
Commission file number: 333-73385
HCNB Bancorp, Inc.
(Exact name of small business issuer as specified in its charter)
Maryland 52-2083046
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1682 E. Gude Drive, Suite 102D, Rockville, Maryland 20850
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(301) 251-1020
---------------------------------------------------------------
(Issuer's telephone number)
---------------------------------------------------------------
(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 X No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of August 6, 1999, there
were no shares of the Registrant's common stock, $0.01 par value per share,
issued or outstanding. The Registrant is currently offering its stock for sale
pursuant to a Registration Statement on Form SB-2, which the SEC declared
effective on April 30, 1999.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
HCNB BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
AS OF JUNE 30, 1999 AND DECEMBER 31, 1998
June 30, December 31,
1999 1998
----------- ------------
Assets (unaudited)
- ------
Cash $ 27,133 $ 8,341
Due from insiders 40,000 20,000
Deposit 9,711 19,422
---------- ---------
Total assets $ 76,844 $ 47,763
========== =========
Liabilities and Stockholders' Equity
Liabilities
Accounts payable and accrued expenses 410,101 56,702
Advances from insiders 480,000 120,000
---------- ---------
Total liabilities $ 890,101 $ 176,702
========== =========
Contingencies (Note 2)
Stockholders' Equity:
Common stock, par value $0.01 per share,
9,000,000 shares authorized, 0 shares
issued and outstanding -- --
Preferred stock, par value $0.01 per share,
1,000,000 shares authorized, 0 shares issued
and outstanding -- --
Additional paid-in capital -- --
Deficit accumulated during development stage (813,257) (128,939)
---------- ---------
Total stockholders' deficit (813,257) (128,939)
---------- ---------
Total liabilities and stockholders' deficit $ 76,844 $ 47,763
========== =========
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
HCNB BANCORP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30, Three Months ended June 30,
1999 1998 1999 1998
--------- --------- ---------- ---------
<S><C>
Revenues: $ 1,155 $ - $ 740 $ -
--------- --------- ---------- ---------
Expenses:
Legal and other professional fees 162,674 17,812 70,087 17,812
Fees 18,900 - 1,300 -
Other 503,899 106 370,516 106
--------- --------- ---------- ---------
685,473 17,918 441,903 17,918
--------- --------- ---------- ---------
Loss before income tax benefit (684,318) (17,918) (441,163) (17,918)
Income tax benefit - - - -
--------- --------- ---------- ---------
Net loss $(684,318) $(17,918) $(441,163) $(17,918)
========= ========= ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
HCNB BANCORP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
1999 1998
--------- --------
Cash flows from operating activities:
Net income (loss) $(684,318) $(17,918)
Adjustments to reconcile net loss
to net cash used by operating activities -
Increase in accounts payable and accrued expenses 363,110 --
--------- --------
(321,208) (17,918)
Cash flows from financing activities:
Advances from insiders 340,000 50,000
--------- --------
Increase In Cash 18,792 32,082
Cash, beginning of period 8,341 -
--------- --------
Cash, end of period $ 27,133 $ 32,082
========= ========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
HCNB BANCORP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Basis of Presentation.
Organization:
HCNB Bancorp, Inc. (the "Company") was incorporated under the laws of the
State of Maryland on February 24, 1998, primarily to hold all the capital stock
of a proposed new national bank with the name Harbor Capital National Bank (the
"Bank"). As of June 30, 1999, the Company has not been capitalized and is not
required to be capitalized to be a corporation under Maryland law. The Company
will be capitalized as a result of the initial public offering discussed in Note
2. The Company is in the development state and its activities have been limited
to its organization and capitalization and the organization and capitalization
of the Bank.
Basis of Presentation:
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the financial statements and notes
thereto for the year ended December 31, 1998, included in the Company's
registration statement, as amended, on Form SB-2, filed with the Securities and
Exchange Commission. The balance sheet as of December 31, 1998, has been derived
from the audited financial statements at that date.
The unaudited condensed financial statements included herein reflect all
adjustments (which include only normal, recurring adjustments) which are, in the
opinion of management, necessary to state fairly the financial position of the
Company as of June 30, 1999, and the results of its operations for the three
months and six months ended June 30, 1999, and cash flows for the six months
ended June 30, 1999. The results of the interim periods are not necessarily
indicative of the results expected for the full fiscal year.
2. Initial Public Offering.
On April 30, 1999, the Company began offering between 700,000 and 900,000
shares of its common stock at $10.00 per share pursuant to a registration
statement filed with the Securities and Exchange Commission. The proceeds of the
public offering are being held in escrow until the Company receives
subscriptions for 700,000 shares and certain other conditions are satisfied.
5
<PAGE>
Item 2. Management's Plan of Operation.
General.
HCNB Bancorp, Inc. was organized on February 24, 1998. Since inception,
HCNB's activities have been limited to those related to its organization and
capitalization and the organization and capitalization of its proposed national
bank subsidiary, Harbor Capital National Bank (in organization). These limited
activities have been financed solely by advances, in the amount of $480,000 as
of August 6, 1999, by 6 of HCNB's organizers.
HCNB has filed a Registration Statement on Form SB-2 with the Securities and
Exchange Commission for an offering of a minimum of 700,000 shares and a maximum
of 900,000 shares of HCNB's common stock, with an offering price of $10.00 per
share. The Registration Statement became effective on April 30, 1999. The
primary purpose of the offering is to raise the necessary capital to form and
capitalize the Bank. The offering is conditioned upon HCNB's receipt of
acceptable subscriptions for at least 700,000 shares of common stock and receipt
of preliminary approval of the Bank's charter by the Office of the Comptroller
of the Currency (OCC). Such preliminary approval was received on April 21, 1999.
The offering will continue until August 31, 1999, unless extended by HCNB to a
date not later than September 30, 1999.
HCNB and the Bank will not commence operations unless the offering is
successfully completed, HCNB obtains approval from the Federal Reserve Board to
become a bank holding company and the Bank meets the conditions of the (i) OCC
to receive its certificate of authority to commence the business of banking;
(ii) the Federal Deposit Insurance Corporation (FDIC) to receive deposit
insurance and (iii) the Federal Reserve Board to become a member bank.
Subscription funds received during the offering are placed in an escrow
account and are invested temporarily in bank accounts, short-term certificates
of deposit or short-term securities issued or guaranteed by the United States
government.
HCNB believes that the proceeds of the offering ($7,000,000 if the minimum
number of shares are sold, and $9,000,000 if the maximum number of shares are
sold), will be sufficient to fund the expenses of establishing and opening the
Bank and HCNB and the Bank's operations for at least twelve months after the
offering. HCNB does not anticipate a need to raise additional capital during
that period.
Once the Bank opens, expected in the third or fourth quarter of 1999, it will
begin business from its office in Rockville, Maryland. The Bank will accept
checking and savings deposits, and offer a wide range of commercial, residential
mortgage, consumer/installment and real estate loans.
6
<PAGE>
HCNB expects that the Bank will incur approximately $210,000 in expenses in
leasehold improvements for its office and for furniture, fixtures and equipment
for the office. The Bank will contract with an outside vendor for its data
processing. HCNB anticipates a one-time capital expenditure of $243,000, and
annual costs in the first year of operations of approximately $89,000 for data
processing services.
Year 2000.
The Year 2000 poses a significant challenge to all financial institutions and
other businesses because many automated systems may cease to function normally
in 2000 as a result of the way date files are maintained in those systems.
Federal banking regulators have taken a strong position relating to the
financial industry's obligations to manage so-called "Y2K risks."
As a new institution, HCNB and the Bank are focusing on making certain that
any system put into place is already Y2K compliant. It is the Bank's policy to
require Y2K warranties on all systems obtained and installed.
The Bank's primary concern is the operation of its outside data processing
service, because this service is the backbone of the Bank's operations. The
Bank's contract with the data processing service provider includes a warranty
from the provider that its systems are Y2K compliant and that the transition to
the Year 2000 or any other date will not materially adversely affect its ability
to provide the services that the contract covers.
The Bank's data processing vendor has undertaken extensive testing of those
operating and application systems which the Bank will use to determine
capacities to transfer and retain data into the year 2000 and beyond. The Bank's
vendor provided it with testing procedures using the actual databases of ten
financial institutions currently being serviced by the vendor. All tests yielded
positive results. If it is deemed necessary, the Bank can request Y2K testing
using the Bank's database, once it is established.
All internal data processing systems, including hardware and software
applications, which have been or will be obtained, have been or will be
warranted as to Y2K compliance. Verification testing for such compliance, in
most cases, has already been performed by the data processing vendor. Supporting
documentation has been provided to the Bank.
The Bank will test internal stand-alone systems such as document preparation
systems after installation. All systems will be analyzed as to the potential
disruptive impact of the Year 2000 computer related malfunctions and testing
procedures will be established based upon the risk of non-compliance. When
available, third party testing results will also be obtained and reviewed for
compatibility to the Bank's operations.
7
<PAGE>
The Bank will lease an existing banking office and will evaluate any existing
systems within that facility for Y2K compliance. For example, in addition to
information systems, the Bank will assess office equipment, security systems,
the vault door and other systems.
All facility systems will be evaluated with regard to the possible impact of
the Year 2000. When a system is determined to be date sensitive, a further
determination will be made as to the possible adverse impact of the Year 2000.
Where it is found that a risk does exist and the effects of non-compliance are
not acceptable, corrective actions will be taken.
The Bank recognizes that its customers' Y2K issues may affect its operations.
The ability of a major credit customer to honor a debt obligation could be
impaired if the customer has problems relating to Y2K. The Bank will ask its
credit customers for Y2K representations, and will make that part of its loan
documentation. Such representations will be supported by the documented
evaluation of the borrower's Y2K position. A customer questionnaire asks the
commercial loan customer to define how the Year 2000 will impact its operations.
From that questionnaire and discussion with the customer, the loan officer will
rate the customer's vulnerability to Y2K risk. Risk characteristics will include
computer system capacities, business dependency on outside suppliers/vendors and
outsource partners who also have Y2K risk and whether the customer's industry is
computer-related. The loan officer will also evaluate the borrower's
preparedness for the Year 2000. The borrower's actions should have included an
assessment of its particular risk and an action plan to address its critical Y2K
issues. If it is determined that the customer's Y2K actions are not satisfactory
and represent potential credit risk to the Bank, this may be sufficient reason
to decline the loan request.
IN ADDITION TO THE HISTORICAL INFORMATION CONTAINED IN PART I OF THIS
QUARTERLY REPORT ON FORM 10-QSB, THE DISCUSSION IN PART I OF THIS QUARTERLY
REPORT ON FORM 10-QSB CONTAINS CERTAIN FORWARD- LOOKING STATEMENTS SUCH AS
STATEMENTS OF HCNB'S PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS THAT INVOLVE
RISKS AND UNCERTAINTIES. THESE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS,
THOSE DISCUSSED IN HCNB'S REGISTRATION STATEMENT UNDER THE CAPTION "RISK
FACTORS," SUCH AS THE LACK OF AN OPERATING HISTORY AND EXPECTATION OF LOSSES;
RISKS RELATED TO THE CHOICE OF LOAN PORTFOLIO; RISK OF LOAN LOSSES; RISK OF
EXPANSION STRATEGY; IMPACT OF GOVERNMENT REGULATION ON OPERATING RESULTS; RISKS
OF A COMPETITIVE MARKET; EFFECT OF DEVELOPMENTS IN TECHNOLOGY AND YEAR 2000
ISSUES. HCNB'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED
HEREIN.
8
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Use of Proceeds.
(1) The effective date of the Securities Act registration statement for
which the use of proceeds information is being disclosed is April 30, 1999. The
Commission file number assigned to the registration statement is 333-73385.
(2) The offering commenced on April 30, 1999.
(3) As of the date of this filing, the offering has not terminated.
(4) (i) As of the date of this filing, the offering has not terminated.
(ii) The offering was not underwritten.
(iii) The common stock, $0.01 par value per share, of HCNB Bancorp,
Inc., was registered in the offering.
(iv) HCNB Bancorp, Inc. registered 900,000 shares of common stock in
the offering, with an aggregate price of $9,000,000. Pursuant to the terms of
the offering, certain conditions must be met before subscription proceeds are
released from escrow, including, but not limited to, the sale of at least
700,000 shares. As of the date of this filing, such conditions have not been
satisfied and proceeds have not been released.
(v) Not applicable as the conditions of the offering were not
satisfied as of June 30, 1999 and, accordingly, there has been no issuance or
distribution of any securities.
(vi) Not applicable. As of the date of this filing, the conditions of
the offering have not been satisfied and proceeds have not been released.
(vii) Not applicable. As of the date of this filing, the conditions of
the offering have not been satisfied and proceeds have not been released.
(viii) Not applicable.
9
<PAGE>
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibit is being filed herewith:
EXHIBIT 27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
10
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HCNB Bancorp, Inc.
Date: August 13, 1999 By: /s/ Michael J. Burke
----------------------------------------
Michael J. Burke,
President and Chairman of the
Board of Directors
(Principal Executive Officer)
Date: August 13, 1999 By: /s/ Li-Min Lee
----------------------------------------
Li-Min Lee, Treasurer
(Principal Accounting and Financial
Officer)
11
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 27,133
<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> 76,844
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 890,101
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> (813,257)
<TOTAL-LIABILITIES-AND-EQUITY> 76,844
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 685,473
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> (684,318)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (684,318)
<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
</TABLE>
