<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission File Number:
September 30, 1999 333-74997
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 59-3535315
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3411 Tamiami Trail North, Suite 200, Naples, Florida 34103
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (941) 643-4646
------------------------------------------------------
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 Securities Exchange Act of 1934 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, $.01 Par Value 1,119,270
- --------------------------------- -------------------------------------
Class Outstanding as of November 10, 1999
Transitional Small Business Disclosure Format:
Yes [ ] No [ X ]
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 1999 February 22, 1999
--------------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,400,251 $ 206,330
Federal funds sold 8,579,000 --
------------ -----------
Total cash and cash equivalents 9,979,251 206,330
Securities available for sale 291,000 --
Loans 833,697 --
Less allowance for loan losses (2,571) --
------------ -----------
Net loans 831,126 --
Deferred offering costs -- 16,905
Premisis and equipment, net 1,947,375 1,429,237
Accrued interest & other assets 21,525 22,942
------------ -----------
Total assets $ 13,070,277 $ 1,675,414
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 146,635 $ --
Interest bearing 2,818,791 --
------------ -----------
Total deposits 2,965,426 --
Accounts payable -- 8,577
Loans payable -- 1,600,000
Advances from organizers -- --
Customer repurchase agreements -- --
Accrued interest & other liabilities 88,674 34,309
------------ -----------
Total liabilities 3,054,100 1,642,886
Shareholders' equity:
Preferred stock, par value $.01 per share,
2,000,000 shares authorized; no shares
issued and outstanding -- --
Common stock, par value $.01 per share,
10,000,000 shares authorized; 1,095,570 shares
issued and outstanding 10,956 180
Additional paid-in capital 10,852,398 179,820
Deficit (847,177) (147,472)
Unrealized loss on securities available for sale -- --
------------ -----------
Total shareholders' equity 10,016,177 32,528
------------ -----------
Total liabilities and shareholders' equity $ 13,070,277 $ 1,675,414
============ ===========
</TABLE>
See accompanying notes to financial statements
1
<PAGE> 3
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended September 30
--------------------------------
1999 1998
<S> <C> <C>
Interest income:
Interest and fees on loans $ 5,173 $ --
Interest on securities -- --
Interest on federal funds sold 42,765 --
Interest on reverse repurchase agreement -- --
Interest other 21,903 --
--------- ------
Total interest income 69,841 --
Interest expense:
Interest on deposits 7,430 --
Interest on repurchase agreements -- --
Interest other 3,095 --
--------- ------
Total interest expense 10,525 --
--------- ------
Net interest income 59,316 --
Provision for loan losses 2,571 --
--------- ------
Net interest income after
Provision for loan losses 56,745 --
Non-interest income 638
Non-interest expense:
Salaries and benefits 264,435 --
Occupancy and equipment expense 61,601 --
Other expense 94,949 --
--------- ------
Total non-interest expense 420,985 --
--------- ------
Net loss (363,602) --
--------- ------
Other comprehensive income (loss) -- --
--------- ------
Comprehensive income (loss) $(363,602) $ --
========= =====-
Net loss per share $ (0.73) $ --
========= ======
Average shares outstanding 500,874 0
========= ======
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 4
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
1999 1998
<S> <C> <C>
Interest income:
Interest and fees on loans $ 5,173 $ --
Interest on securities -- --
Interest on federal funds sold 42,765 --
Interest on reverse repurchase agreement -- --
Interest other 78,293 --
--------- -------
Total interest income 126,231 --
Interest expense:
Interest on deposits 7,430 --
Interest on repurchase agreements -- --
Interest other 19,080 --
--------- -------
Total Iinterest expense 26,510 --
--------- -------
Net interest income 99,721 --
Provision for loan losses 2,571 --
--------- -------
Net interest income after
Provision for loan losses 97,150 --
Non-interest income 638
Non-interest expense:
Salaries and benefits 502,349 --
Occupancy and equipment expense 130,585 --
Other expense 188,912 --
--------- -------
Total non-interest expense 821,846 --
--------- -------
Net loss (724,058) --
--------- -------
Other comprehensive income (loss) -- --
--------- -------
Comprehensive income (loss) $(724,058) $ --
========= =======
Net loss per share $ (4.08) $ --
========= =======
Average shares outstanding 177,394 0
========= =======
</TABLE>
See accompanying notes to financial statements
3
<PAGE> 5
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
---------------------------------
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (724,058) $ --
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 9,129 --
Provision for loan losses 2,571 --
(Increase) Decrease in deferred
offering costs 7,591 --
(Increase) Decrease in accrued interest
and other assets 1,818 --
Increase (Decrease) in accrued interest
and other liabilities 70,268 --
------------ -----
Total adjustments 91,377 --
------------ -----
Net cash used in operating activities (632,681) --
------------ -----
Cash flow from investing activities:
Net increase in loans (833,697) --
Purchase of securities available for sale (291,000) --
Maturity of securities available for sale -- --
Purchase of premises and equipment (607,207) --
------------ -----
Net cash used in investing activities (1,731,904) --
------------ -----
Cash flow from financing activities:
Net proceeds from issuance of common stock 10,773,353 --
Increase in deposits 2,965,426
Borrowings on loans payable 1,100,000 --
Payments on loans payable (2,600,000)
Increase in customer repurchase agreements -- --
Repayments on organizers advances (10,000) --
------------ -----
Net cash provided by financing activities 12,228,779 --
------------ -----
Increase (Decrease) in cash and cash equivalents 9,864,194 --
Cash and cash equivalents, beginning of period 115,057 --
------------ -----
Cash and cash equivalents, end of period $ 9,979,251 $ --
------------ -----
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 108,894 $ --
============ =====
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> 6
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
NOTES TO FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
NOTE A - ORGANIZATION AND BASIS OF PRESENTATION
Organization:
Citizens Bancshares of Southwest Florida, Inc. (the "Company") was
incorporated under the laws of the state of Florida on September 15, 1998.
Effective August 20, 1999, the Company's new wholly owned subsidiary, Citizens
National Bank of Southwest Florida (the "Bank") received federal regulatory
approval to commence its banking operations. Contemporaneously, the Company
became a registered bank holding company under the Bank Holding Company Act of
1956, as amended. Until August 20, 1999, the Company was in the development
stage and its activities had been limited to the organization of the Bank, as
well as the offering of $12,000,000 in common stock (the "Offering").
Approximately $9.7 million of the proceeds of the Offering were used by the
Company to provide for the capitalization of the Bank. Also effective August 20,
1999, the Bank received approval from the Federal Deposit Insurance Corporation
(the "FDIC") for deposit insurance.
Basis of Presentation:
The accompanying unaudited consolidated financial statements include
the accounts of the Company and, since its organization on August 20, 1999, the
accounts of the Bank. All intercompany accounts and transactions have been
eliminated in consolidation.
The accompanying unaudited consolidated 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 and nine month periods ended September 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
From May 19, 1999 through August 20, 1999, the Company sold
approximately 1,034,350 shares of common stock in a public offering. Subsequent
to August 20, 1999 and through September 30, 1999 the Company sold approximately
43,220 additional shares of its common stock in the same offering. As of
September 30, 1999, the offering had provided net proceeds of approximately
$10.7 million after deducting offering costs. In addition, the Company sold
18,000 shares to its organizers in advance of the public offering at the public
offering price of $10 per share. The proceeds from the public offering were held
in an escrow account until the Company received subscriptions for 1,000,000
shares of the Company's common stock.
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Citizens Bancshares of Southwest Florida, Inc. (the "Company") was
incorporated in Florida on September 15, 1998 to become a bank holding company
and to own and control all of the outstanding shares of Citizens National Bank
of Southwest Florida, a de novo national bank in Naples, Florida (the "Bank").
As of November 10, 1999, the Company has realized aggregate net proceeds of
approximately $10,958,000 from sales of shares of its common stock in an initial
public offering. See "Part II-Changes in Securities and Use of Proceeds." Of
these net proceeds, the Company used $9.7 million to purchase 100% of the Bank's
common stock immediately prior to commencement of banking operations on August
20, 1999.
The Company believes that the proceeds of the offering will satisfy the
cash requirements of the Company and the Bank for their respective initial years
of operations. It is not anticipated that the Company will find it necessary to
raise additional funds to meet expenditures required to operate the business of
the Company and/or the Bank during the next 12 months. All anticipated material
expenditures for such period have been identified and provided for out of the
proceeds of the offering.
Financial Condition
Management continuously monitors the financial condition of the Bank in
order to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Bank's
financial condition are discussed in detail below.
Asset Quality
A major key to long-term earnings growth is the maintenance of a
high-quality loan portfolio. The Bank's directive in this regard is carried out
through its policies and procedures for extending credit to the Bank's
customers. The goal and result of these policies and procedures is to provide a
sound basis for a new credit extensions and an early recognition of problem
assets to allow the most flexibility in their timely disposition.
Because principal banking operations commenced on August 20, 1999,
management is not yet in a position to determine the composition of
non-performing assets. Additions to the allowance for loan losses will be made
periodically to maintain the allowance at an appropriate level based upon
management's analysis of potential risk in the loan portfolio. The amount of the
loan loss provision is determined by an evaluation of the level of loans
outstanding, the level of non-performing loans, historical loan loss experience,
delinquency trends, the amount of actual losses charged to the reserve in a
given period, and assessment of present and anticipated economic conditions.
Liquidity and Sources of Capital
A bank's liquidity position reflects its ability to meet all deposit
withdrawals immediately, while also providing for the credit needs of customers.
The September 30, 1999 financial statements evidence a satisfactory liquidity
position for the Bank as total cash and cash equivalents amounted to $10.0
million, representing 76.4% of total assets. Investment securities amounted to
$0.3 million, representing 2.2% of total assets. These securities provide a
secondary source of
<PAGE> 8
liquidity since they can be converted into cash in a timely manner. The Bank's
ability to maintain and expand its deposit base and borrowing capabilities is
also a source of liquidity. The Bank's management closely monitors and maintains
appropriate levels of interest earning assets and interest bearing liabilities
so that maturities of assets are such that adequate funds are provided to meet
customer withdrawals and loan demand. There are no trends, demands, commitments,
events or uncertainties that will result in, or are reasonably likely to result
in, the Bank's liquidity increasing or decreasing in any material way.
Management is committed to maintaining capital at a level sufficient to
protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements. Management's strategy to achieve this goal is to retain
sufficient earnings while providing a reasonable return on equity. The Bank
maintains an adequate level of capitalization as measured by the following
capital ratios and the respective minimum capital requirements by the Bank's
primary regulator, the OCC.
<TABLE>
<CAPTION>
Minimum
September 30, regulatory
1999 requirement
------------- ----------
<S> <C> <C>
Bank
Tier 1 Capital 195.18% 4.0%
Total risk-based capital ratio 195.24% 8.0%
Leverage ratio 78.30% 3.0%
Company - Consolidated
Tier 1 Capital 211.35% 4.0%
Total risk-based capital ratio 211.42% 8.0%
Leverage ratio 87.32% 4.0%
</TABLE>
Results Of Operations
The Company's only activity since its inception has been the
establishment of its sole subsidiary, the Bank. As the Bank commenced business
on August 20, 1999, a meaningful discussion of the Company's results of
operations is not possible at this time.
The Company is not aware of any current recommendation by the
regulatory authorities which, if they were to be implemented, would have a
material effect on the Company's liquidity, capital resources, or results of
operations.
Year 2000
A critical issue affecting businesses such as the Company and Bank that
rely extensively on electronic data processing systems is the Year 2000 issue.
The Year 2000 issue has arisen due to the widespread use of computer programs
that rely on two-digit date codes to perform computations or decision-making
functions. Many of these programs may fail as a result of their inability to
properly interpret date codes beginning January 1, 2000. For example, such
programs may misinterpret "00" as the year 1900 rather than 2000. In addition,
some equipment being controlled by microprocessor chips may not deal
appropriately with the year "00." This could result in a system failure or
miscalculations causing disruptions of operations, including, among
<PAGE> 9
other things, a temporary inability to process transactions or engage in similar
normal business activities.
As the Company has purchased all of its data processing system
equipment during 1999, the Company has been able to address Year 2000 compliance
issues in conjunction with its initial purchase and installation of such
equipment. The Company has reviewed, and believes that it has complied with, the
Year 2000 guidelines set forth by the OCC, FRB and the FFIEC. The Bank uses a
third-party vendor for processing its primary banking applications, which has
assured the Company that its systems are Year 2000 compliant now or will be well
in advance of the Year 2000. The Company believes that its systems, those of the
Bank and of the Bank's data processing vendor are currently Year 2000 compliant
and does not believe that material expenditures will be necessary to implement
any further modifications. However, there can be no assurance that unforeseen
difficulties or costs will not arise. In addition, there can be no assurance
that the systems of other companies on which the Company's systems rely, such as
the Bank's data processing vendor, will be modified on a timely basis, or that
the failure by another company to properly modify its systems will not
negatively impact the Company's systems or operations. The Bank has developed a
contingency plan, focusing on manual processing of transactions, to enable its
customers to be served in the event of a crisis. The Year 2000-oriented
contingency plan will supplement the all-purpose disaster plan currently in
place.
Cautionary Note Regarding Forward-Looking Statements
The Company may, from time to time, make written or oral
forward-looking statements, including statements contained in the Company's
filings with the Securities and Exchange Commission (the "Commission") and its
reports to stockholders. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management pursuant to "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results may
differ materially from the results anticipated in these forward-looking
statements due to a variety of factors, including governmental monetary and
fiscal policies, deposit levels, loan demand, loan collateral values, securities
portfolio values and interest rate risk management; the effects of competition
in the banking business from other commercial banks, savings and loan
associations, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market mutual funds and
other financial institutions operating in the Company's market area and
elsewhere, including institutions operating through the Internet; changes in
government regulations relating to the banking industry, including regulations
relating to branching and acquisitions; failure of assumptions underlying the
establishment of reserves for loan losses, including the value of collateral
underlying delinquent loans, and other factors. The Company cautions that such
factors are not exclusive. The Company does not undertake to update any
forward-looking statements that may be made from time to time by, or on behalf
of, the Company.
<PAGE> 10
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
On May 19, 1999, the Company commenced an initial public offering of
its common stock, $.01 par value per share. The shares of the common stock sold
in the offering were registered under the Securities Act of 1933, as amended, on
a Registration Statement on Form SB-2, Registration No. 333-74997 (the
"Registration Statement"). The Registration Statement registered 1,200,000
shares of common stock, to be sold to the public at a price of $10.00 per share,
and warrants to purchase 113,330 shares of common stock, which have been issued
to the organizers of the Company and the Bank in consideration of the efforts
expended and risks undertaken by the organizers during the organizational
process. As of November 10, 1999, the Company had sold 1,101,270 shares of
common stock, for gross aggregate proceeds of $11,012,700.
As set forth in the table below, from the effective date of the
Registration Statement to November 8, 1999, the Company paid expenses in the
aggregate of approximately $55,000 in connection with the offering. All of the
amounts shown in the table are estimated except for the Securities and Exchange
Commission registration fee. None of the amounts shown were paid directly or
indirectly to any director, officer or general partner of the Company, or any of
their associates, or to any persons owning 10% or more of any class of equity
securities of the Company, or to an affiliate of the Company.
<TABLE>
<S> <C>
SEC registration fee ................... $ 3,651
Blue sky qualification fees and expenses 2,500
Printing and engraving expenses ........ 15,000
Legal fees and expenses ................ 20,000
Accounting fees and expenses ........... 10,000
Mailing and distribution ............... 2,000
Miscellaneous .......................... 2,000
-------
Total .................................. $55,151
=======
</TABLE>
After deducting the offering expenses described above, net proceeds to
the Company from the offering as of November 8, 1999 totaled approximately
$10,958,000. Of this amount, the Company used $9.7 million to purchase 100% of
the issued and outstanding capital stock of the Bank and the remaining
$1,258,000 has been used to repay expenses incurred in the organization of the
Company and to provide general working capital. None of the net proceeds of the
offering have been paid directly or indirectly to any director, officer, general
partner of the Company, or any of their associates, or to any persons owning 10%
or more of any class of equity securities of the Company, or to an affiliate of
the Company.
<PAGE> 11
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibit is filed with this Report.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27.1 Financial Data Schedule (for SEC use only)
</TABLE>
(b) Reports on Form 8-K. No report on Form 8-K was filed
during the quarter ended September 30, 1999.
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.
CITIZENS BANCSHARES OF SOUTHWEST
FLORIDA, INC.
Dated: November 12, 1999 By: /s/ Michael L. McMullan
-----------------------------------
Michael L. McMullan, Chief Executive
Officer (principal executive officer)
Dated: November 12, 1999 By: /s/ Thomas W. Whelan
-----------------------------------
Thomas M. Whelan, Chief Financial
Officer (principal accounting and
financial officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF CITIZENS BANCSHARES OF SOUTHWEST FLORIDA INC.
DATED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,400,251
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 8,579,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 291,000
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 833,697
<ALLOWANCE> (2,571)
<TOTAL-ASSETS> 13,070,277
<DEPOSITS> 2,965,426
<SHORT-TERM> 0
<LIABILITIES-OTHER> 88,674
<LONG-TERM> 0
0
0
<COMMON> 10,956
<OTHER-SE> 10,005,221
<TOTAL-LIABILITIES-AND-EQUITY> 13,070,277
<INTEREST-LOAN> 5,173
<INTEREST-INVEST> 0
<INTEREST-OTHER> 121,058
<INTEREST-TOTAL> 126,231
<INTEREST-DEPOSIT> 7,430
<INTEREST-EXPENSE> 26,510
<INTEREST-INCOME-NET> 99,721
<LOAN-LOSSES> 2,571
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 821,846
<INCOME-PRETAX> (724,058)
<INCOME-PRE-EXTRAORDINARY> (724,058)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (724,058)
<EPS-BASIC> (4.08)
<EPS-DILUTED> (4.08)
<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> 2,571
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
