<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:
March 31, 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, 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 18,000
------------------------------------
Class Outstanding as of June 25, 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.
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1999 February 22, 1999
-------------- -----------------
ASSETS (Unaudited)
<S> <C> <C>
Cash and due from banks $ 113,035 $ 206,330
Federal funds sold -- --
-------------- -----------------
Total cash and cash equivalents 113,035 206,330
Securities available for sale -- --
Loans -- --
Less allowance for loan losses -- --
-------------- -----------------
Net loans --
Deferred offering costs 35,746 16,905
Premises and equipment, net 1,528,873 1,429,237
Accrued interest & other assets 29,832 22,942
-------------- -----------------
Total assets $ 1,707,486 $ 1,675,414
============== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ -- $ --
Interest bearing -- --
-------------- -----------------
Total deposits -- --
Accounts payable 23,740 8,577
Loans payable 1,700,000 1,600,000
Advances from organizers -- --
Customer repurchase agreements -- --
Accrued interest & other liabilities 44,882 34,309
-------------- -----------------
Total liabilities 1,768,622 1,642,886
Shareholders' equity:
Preferred stock, par value $.01 per share,
1,000,000 shares authorized; no shares
issued and outstanding -- --
Common stock, par value $.01 per share,
20,000,000 shares authorized; 18,000 shares
issued and outstanding 180 180
Additional paid-in capital 179,820 179,820
Deficit (241,136) (147,472)
Unrealized loss on securities available for sale -- --
-------------- -----------------
Total shareholders' equity (61,136) 32,528
-------------- -----------------
Total liabilities and shareholders' equity $ 1,707,486 $ 1,675,414
============== =================
</TABLE>
See accompanying notes to financial statements
1
<PAGE> 3
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans $ -- $ --
Interest on securities -- --
Interest on federal funds sold -- --
Interest on reverse repurchase agreement -- --
Interest other 911 --
--------- ---------
Total interest income 911 --
Interest expense:
Interest on deposits --
Interest on repurchase agreements -- --
Interest other 4,776 --
--------- ---------
Total interest expense 4,776 --
--------- ---------
Net interest income (3,865) --
Provision for loan losses -- --
--------- ---------
Net interest income after
Provision for loan losses (3,865) --
Non-interest income
Non-interest expense:
Salaries and benefits 68,853 --
Occupancy and equipment expense 29,086 --
Other expense 16,213 --
--------- ---------
Total non-interest expense 114,152 --
--------- ---------
Net loss (118,017) --
--------- ---------
Other comprehensive income (loss) -- --
--------- ---------
Comprehensive income (loss) $(118,017) $ --
========= =========
Net loss per share $ (14.96) $ --
========= =========
Average shares outstanding 7,889 --
========= =========
</TABLE>
See accompanying notes to financial statements
2
<PAGE> 4
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(118,017) $ --
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 97 --
Provision for loan losses -- --
Increase in deferred
offering costs (28,155) --
Increase in accrued interest
and other assets (6,490) --
Increase in accrued interest
and other liabilities 50,216 --
--------- ---------
Total adjustments 15,668 --
--------- ---------
Net cash used in operating activities (102,349) --
--------- ---------
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 (179,673) --
--------- ---------
Net cash used in investing activities (179,673) --
--------- ---------
Cash flow from financing activities:
Net proceeds from issuance of common stock 90,000 --
Borrowings on loans payable 200,000 --
Increase in customer repurchase agreements --
Repayments on organizers advances (10,000) --
--------- ---------
Net cash provided by financing activities 280,000 --
--------- ---------
Increase (Decrease) in cash and cash equivalents (2,022) --
Cash and cash equivalents, beginning of period 115,057 --
--------- ---------
Cash and cash equivalents, end of period $ 113,035 $ --
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,958 $ --
========= =========
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> 5
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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. The Company is in the
development stage and its activities have 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 are
intended to be used by the Company to provide for the capitalization of the
Bank.
Basis of Presentation:
The accompanying 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 - INITIAL PUBLIC OFFERING
On May 19, 1999, the Company began offering 1,200,000 shares of common
stock in a public offering providing net proceeds of approximately $11.9 million
after deducting offering costs. The proceeds from the public offering are being
held in an escrow account until the Company receives subscriptions for 1,000,000
shares of the Company's common stock.
4
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Citizens Bancshares of Southwest Florida, Inc. (the "Company") is in
the development stage. The Company has filed with the Securities and Exchange
Commission a Registration Statement on Form SB-2 for an offering of a minimum of
1,000,000 shares and a maximum of 1,200,000 shares of the Company's common
stock, $.01 par value per share. The Registration Statement became effective on
May 14, 1999. The primary purpose of the offering is to raise funds to form and
capitalize Citizens National Bank of Southwest Florida, a national banking
association in organization (the "Bank"). The Company has funded its start-up
and organization costs through (i) the sale of $180,000 of the Company's common
stock to the Company's directors at the public offering price of $10.00 per
share, and (ii) an $800,000 line of credit from NationsBank, N.A. The offering
is conditioned upon fulfillment of the following conditions: (a) not less than
$10,000,000 shall have been deposited in the subscription escrow account, (b)
the Federal Reserve Board must have approved the Company's application to become
a bank holding company, (c) the FDIC must have approved the Bank's application
for deposit insurance, and (d) the Company shall not have canceled the offering
prior to the time funds are withdrawn from the subscription escrow account.
Subscription funds received during the offering are being placed in an
escrow account and invested in direct obligations of the U.S. government and
U.S. government-backed securities.
In the opinion of the Company, the minimum proceeds of the offering
will satisfy the cash requirements of the Company and the Bank for their
respective first 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 proceedings of the offering.
CAUTIONARY STATEMENT CONCERNING 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
5
<PAGE> 7
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.
PART II. OTHER INFORMATION
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 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 March 31, 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.
Dated: June 28, 1999 By: /s/ Michael L. McMullan
-----------------------------------
Michael L. McMullan
Chief Executive Officer
6
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS OF CITIZENS BANCSHARES 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> 113,035
<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> 1,707,486
<DEPOSITS> 0
<SHORT-TERM> 1,700,000
<LIABILITIES-OTHER> 68,622
<LONG-TERM> 0
0
0
<COMMON> 180
<OTHER-SE> (61,316)
<TOTAL-LIABILITIES-AND-EQUITY> 1,707,486
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 911
<INTEREST-TOTAL> 911
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 4,776
<INTEREST-INCOME-NET> (3,865)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 114,152
<INCOME-PRETAX> (118,017)
<INCOME-PRE-EXTRAORDINARY> (118,017)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (118,017)
<EPS-BASIC> (14.96)
<EPS-DILUTED> (14.96)
<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>
