<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:
June 30, 2000 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 19834 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, $0.01 per value 1,165,370
----------------------------- ---------------------------------
Class Outstanding as of August 10, 2000
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
<PAGE> 2
PART I. - FINANCIAL INFORMATION
Item 1. - Financial Statements
CONSOLIDATED BALANCE SHEETS
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
ASSETS (Unaudited)
<S> <C> <C>
Cash & due from banks $ 1,071,611 $ 2,529,344
Federal funds sold $ 6,791,000 $ 15,766,000
------------ ------------
Total cash and cash equivalents $ 7,862,611 $ 18,295,344
------------ ------------
Interest-bearing deposits in banks $ 2,000,000 $ 2,000,000
Securities available for sale $ 50,760 $ 50,760
Securities held to maturity $ 993,654 $ 987,915
Loans $ 21,649,064 $ 4,334,141
Less: allowance for loan losses $ (146,041) $ (26,885)
------------ ------------
Net loans $ 21,503,023 $ 4,307,256
------------ ------------
Restricted securities, Federal Home Loan Bank and
Federal Reserve Bank Stock, at cost $ 326,600 $ 326,600
Premises and equipment, net $ 2,218,832 $ 2,170,140
Accrued interest receivable $ 152,294 $ 51,723
Other assets $ 77,529 $ 52,024
------------ ------------
TOTAL ASSETS $ 35,185,303 $ 28,241,762
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 2,408,233 $ 1,591,318
Interest bearing $ 23,019,869 $ 16,356,053
------------ ------------
Total deposits $ 25,428,102 $ 17,947,371
Accrued interest $ 13,198 $ 3,266
Accrued Expenses and other liabilities $ 10,746 $ 156,558
------------ ------------
TOTAL LIABILITIES $ 25,452,046 $ 18,107,195
------------ ------------
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;1,165,370 and 1,145,070
shares issued and outstanding, respectively $ 11,654 $ 11,451
Additional paid-in capital $ 11,549,700 $ 11,346,903
Accumulated deficit $ (1,828,097) $ (1,223,787)
Unrealized loss on securities available for sale $ -- $ --
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ 9,733,257 $ 10,134,567
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 35,185,303 $ 28,241,762
============ ============
</TABLE>
1
<PAGE> 3
CONSOLIDATED STATEMENTS OF OPERATIONS
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30,
2000 1999
----------- ---------
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 405,657 $ --
Interest on securities and other $ 55,189 $ --
Interest on federal funds sold $ 176,252 $ --
Interest other $ -- $ 55,480
----------- ---------
TOTAL INTEREST INCOME $ 637,098 $ 55,480
----------- ---------
INTEREST EXPENSE
Interest on deposits $ 278,446 $ --
Interest on other borrowings $ -- $ 11,209
----------- ---------
TOTAL INTEREST EXPENSE $ 278,446 $ 11,209
----------- ---------
NET INTEREST INCOME (LOSS) $ 358,652 $ 44,271
Provision for loan losses $ (86,220) $ --
----------- ---------
NET INTEREST INCOME (LOSS) AFTER PROVISION
FOR LOAN LOSSES $ 272,432 $ 44,271
NON-INTEREST INCOME
Service charges, commissions and fees $ 8,837 $ --
NON-INTEREST EXPENSES
Salaries and employee benefits $ 291,863 $ 169,061
Occupancy expenses $ 46,100 $ 39,899
Equipment rental, depreciation & maintenance $ 47,276 $ --
General operating $ 190,900 $ 77,750
----------- ---------
TOTAL NON-INTEREST EXPENSES $ 576,139 $ 286,710
----------- ---------
LOSS BEFORE INCOME TAXES $ (294,870) $(242,439)
INCOME TAXES $ -- $ --
----------- ---------
NET LOSS $ (294,870) $(242,439)
=========== =========
NET LOSS PER SHARE $ (0.25) $ (13.47)
=========== =========
AVERAGE SHARES OUTSTANDING 1,165,370 18,000
=========== =========
</TABLE>
2
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
2000 1999
----------- ---------
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 589,136 $ --
Interest on securities and other $ 110,040 $ --
Interest on federal funds sold $ 397,441 $ --
Interest other $ 14,482 $ 56,391
----------- ---------
TOTAL INTEREST INCOME $ 1,111,099 $ 56,391
----------- ---------
INTEREST EXPENSE
Interest on deposits $ 527,450 $ --
Interest on other borrowings $ -- $ 15,985
----------- ---------
TOTAL INTEREST EXPENSE $ 527,450 $ 15,985
----------- ---------
NET INTEREST INCOME (LOSS) $ 583,649 $ 40,406
Provision for loan losses $ (119,971) $ --
----------- ---------
NET INTEREST INCOME (LOSS) AFTER PROVISION
FOR LOAN LOSSES $ 463,678 $ 40,406
NON-INTEREST INCOME
Service charges, commissions and fees $ 15,056 $ --
NON-INTEREST EXPENSES
Salaries and employee benefits $ 570,860 $ 237,914
Occupancy expenses $ 100,397 $ 68,985
Equipment rental, depreciation & maintenance $ 89,654 $ --
General operating $ 322,133 $ 93,963
----------- ---------
TOTAL NON-INTEREST EXPENSES $ 1,083,044 $ 400,862
----------- ---------
LOSS BEFORE INCOME TAXES $ (604,310) $(360,456)
INCOME TAXES $ -- $ --
----------- ---------
NET LOSS $ (604,310) $(360,456)
=========== =========
NET LOSS PER SHARE $ (0.52) $ (27.79)
=========== =========
AVERAGE SHARES OUTSTANDING 1,163,973 12,973
=========== =========
</TABLE>
3
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
Six months ended June 30,
2000 1999
------------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (604,310) $(360,456)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation $ 83,309 $ 194
Provision for loan losses $ 119,156 $ --
Net securities amortization and accretion $ (5,740) $ --
(Increase) Decrease in accrued interest receivable $ (100,570)
(Increase) Decrease in other assets $ (25,507) $ (78,679)
Increase (Decrease) in accrued interest payable $ 9,932
Increase (Decrease) in accrued expenses and other liabilities $ (145,813) $ 30,688
------------ ---------
Total adjustments $ (65,233) $ (47,797)
------------ ---------
NET CASH USED IN OPERATING ACTIVITIES $ (669,543) $(408,253)
------------ ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans $(17,314,920)
Purchase of securities available for sale $ --
Maturity of securities available for sale $ --
Purchase of premises and equipment $ (132,001) $(432,511)
------------ ---------
NET CASH USED IN INVESTING ACTIVITIES $(17,446,921) $(432,511)
------------ ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock $ 203,000 $ 90,000
Increase in deposits $ 7,480,729 $ --
Borrowings on loans payable $ -- $ 800,000
Repayments on organizers advances $ -- $ (10,000)
------------ ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 7,683,729 $ 880,000
------------ ---------
NET INCREASE (DECREASE) IN CASH $(10,432,733) $ 39,236
AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
Beginning of period $ 18,295,344 $ 115,057
------------ ---------
End of period $ 7,862,611 $ 154,293
============ =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest $ 517,518 $ 60,606
============ =========
</TABLE>
4
<PAGE> 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Citizens Bancshares of Southwest Florida, Inc. was incorporated in
Florida in September 1998 to serve as a holding company for Citizens National
Bank of Southwest Florida, a national banking association then in organization.
For approximately the first eleven months following its incorporation, the main
activities of Citizens Bancshares centered on applying for a national bank
charter, applying to become a bank holding company, hiring and training bank
employees, preparing the banking facilities and premises for opening, and
conducting an initial public offering of common stock to raise a minimum of $10
million to fund the startup of Citizens National Bank. By August 1999, Citizens
Bancshares had received subscriptions to purchase common stock in an amount in
excess of the required minimum, and on August 24, 1999, Citizens National Bank
commenced operations at its office located at 3401 Tamiami Trail North in
Naples, Florida.
Financial Condition
Management continuously monitors the financial condition of Citizens
National Bank in order to maintain sufficient capital to support the operations
of Citizens National Bank and Citizens Bancshares and to protect the depositors
of Citizens National Bank. Further discussion of significant items affecting
Citizens National Bank's financial condition are discussed below.
Asset Quality,
A major key to long-term earnings growth is the maintenance of a
high-quality loan portfolio. Citizens National Bank's directive in this regard
is carried out through its policies and procedures for extending credit to
Citizens National Bank's customers. The goal of these policies and procedures is
to provide a sound basis for new credit extensions and an early recognition of
problem assets to allow the most flexibility in their timely disposition.
Principal banking operations commenced on August 24, 1999, and
management has not identified any 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 will generally be
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.
5
<PAGE> 7
Liquidity
Liquidity represents the ability to provide steady sources of funds for
loan commitments and investment activities, as well as to maintain sufficient
funds to cover deposit withdrawals and payment of debt and operating
obligations. Citizens National Bank's liquidity position was initially
established through Citizens Bancshares' purchase of $9,700,000 of the common
stock of Citizens National Bank. As Citizens National Bank grows, liquidity
needs can be met either by converting assets to cash or by attracting new
deposits. Citizens National Bank had deposits of $27,426,049 at June 30, 2000.
Below are the pertinent liquidity balances and ratios at June 30, 2000.
At
June 30, 2000
-------------
Cash and cash equivalents............................ $ 9,860,559
Securities available for sale........................ $ 50,760
CDs over $100,000 to total deposits ratio............ 48.9%
Loan to deposit ratio................................ 78.9%
Cash and cash equivalents are the primary source of liquidity. At June
30, 2000, cash and cash equivalents amounted to $9.9 million, representing 28.0%
of total assets. This represents a decrease of approximately $10.4 million in
cash and cash equivalents from December 31, 1999, resulting primarily from an
increased volume of loans originated by Citizens National Bank, particularly
during the second quarter of 2000. Securities available for sale provide a
secondary source of liquidity. None of the $1.0 million in Citizens National
Bank's securities portfolio is scheduled to mature in 2000.
At June 30, 2000, large denomination certificates accounted for 48.9%
of total deposits. Large denomination CDs are generally more volatile than other
deposits. As a result, management continually monitors the competitiveness of
the rates it pays on its large denomination CDS and periodically adjusts its
rates in accordance with market demands. Significant withdrawals of large
denomination CDs may have a material adverse effect on Citizens National Bank's
liquidity. Management believes that since a majority of the above certificates
were obtained from Citizens National Bank customers residing in Collier County,
Florida, the volatility of such deposits is lower than if such deposits were
obtained from depositors residing outside of Collier County, as outside
depositors are generally considered to be more likely to be interest rate
sensitive.
Management knows of no trends, demands, commitments, events or
uncertainties that should result in or are reasonably likely to result in
Citizens Bancshares' liquidity increasing or decreasing in any material way in
the foreseeable future.
6
<PAGE> 8
Capital Adequacy
There are two primary measures of capital adequacy for banks and bank
holding companies: (i) risk-based capital guidelines and (ii) the leverage
ratio.
The risk-based capital guidelines measure the amount of a bank's
required capital in relation to the degree of risk perceived in its assets and
its off-balance sheet items. Under the risk-based capital guidelines, capital is
divided into two "tiers." Tier 1 capital consists of common shareholders'
equity, noncumulative perpetual preferred stock and any related surplus and
minority interest in the equity accounts of consolidated subsidiaries. Goodwill
is subtracted from the total. Tier 2 capital consists of the allowance for loan
losses, hybrid capital instruments, term subordinated debt and intermediate term
preferred stock:
Banks are required to maintain a minimum risk-based capital ratio of
8.0% , with at least 4.0% consisting of Tier 1 capital.
The second measure of capital adequacy is the leverage ratio, which is
computed by dividing Tier 1 capital into average total assets. The OCC has
established a 4.0% minimum leverage ratio requirement for all banks that are not
rated CAMELS 1.
The table below illustrates Citizens National Bank's and Citizen
Bancshares' regulatory capital ratios at June 30, 2000:
<TABLE>
<CAPTION>
MINIMUM
JUNE 30, REGULATORY
CITIZENS NATIONAL BANK 2000 REQUIREMENT
---------------------- -------- -----------
<S> <C> <C>
Tier 1 Capital................................................. 34.83 % 4.00 %
Total risk-based capital ratio............................. 35.49 % 8.00 %
Leverage ratio................................................. 23.15 % 4.00 %
CITIZENS BANCSHARES - CONSOLIDATED
----------------------------------
Tier 1 Capital................................................. 43.06 % 4.00 %
Total risk-based capital ratio............................. 43.71 % 8.00 %
Leverage ratio................................................. 29.13 % 4.00 %
</TABLE>
The above ratios indicate that the capital positions of Citizens
Bancshares and Citizens National Bank are sound and that Citizens Bancshares is
well positioned for future growth.
7
<PAGE> 9
Results of Operations
Since Citizens National Bank did not begin operations until the third
quarter of 1999, a comparison of the company's results of operations for the
quarter ended June 30, 1999 to those for the quarter ended June 30, 2000 would
not be meaningful. This discussion will therefore concentrate on results of
operations for the quarter ended June 30, 2000.
Net income (loss) for the quarter ended June 30, 2000 amounted to
$(294,870), or $(.25) per share. The following is a brief discussion of the more
significant components of net income:
(a) Net interest income represents the difference between interest
received on interest earning assets and interest paid on interest
bearing liabilities. The following table sets forth the main
components of interest earning assets and interest bearing
liabilities for the quarter ended June 30, 2000.
<TABLE>
<CAPTION>
Interest Interest
Earning Assets/ Average Income/ Yield/
Bearing Liabilities Balance Cost Cost
------------------- ------------ -------------- ------
<S> <C> <C> <C>
Federal funds sold...................... $ 11,269,132 $ 176,252 6.34%
Securities.............................. $ 3,369,153 $ 55,189 6.64%
Loans................................... $ 15,477,255 $ 405,657 10.63%
------------ -------------- ------
Total......................... $ 30,115,540 $ 637,098 8.58%
Deposits................................ $ 25,401,656 $ 303,771 4.85%
Net interest income..................... $ 333,329 3.73%
Net yield on earning assets............. 4.49%
</TABLE>
(b) At December 31, 1999, the allowance for loan losses amounted to
$26,885. During the quarter ended June 30, 2000, an additional
$86,220 was provided to the allowance for loan losses. There has
been one charge-off of $815.05 since the opening of Citizens
National Bank. As of June 30, 2000, management considers the
allowance for loan losses to be adequate to absorb expected future
losses. However, there can be no assurance that charge-offs in
future periods will not exceed the allowance for loan losses or
that additional provisions to the allowance will not be required.
(c) Non-interest income, which consists primarily of service fees on
deposit accounts and other miscellaneous fees, amounted to $8,837,
or an annualized 0.11% of average assets, for the quarter ended
June 30, 2000.
(d) Non-interest expense for the quarter ended June 30, 2000 amounted
to $576,139. As a percent of total average assets, non-interest
expense amounted to 6.95 %. The components of non-interest expense
for the quarter ended June 30, 2000 are set forth below:
<TABLE>
<S> <C>
Salaries and benefits............................................ $291,863
Occupancy expenses............................................... 46,100
Equipment rentals, depreciation and maintenance.................. 47,276
General operating expenses....................................... 190,900
--------
Total non-interest expense.............................. $576,139
========
</TABLE>
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<PAGE> 10
Citizens Bancshares is not aware of any current recommendation by any
regulatory authority which, if implemented, would have a material effect on
Citizens Bancshares' liquidity, capital resources or results of operations.
Cautionary Note Regarding Forward-Looking Statements
Citizens Bancshares may, from time to time, make written or oral
forward-looking statements, including statements contained in Citizens
Bancshares' filings with the Securities and Exchange 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. Citizens Bancshares' 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 Citizens Bancshares' 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. Citizens Bancshares cautions that such
factors are not exclusive. Citizens Bancshares does not undertake to update any
forward-looking statements that may be made from time to time by, or on behalf
of, Citizens Bancshares.
9
<PAGE> 11
PART II. - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibit is filed with this Report.
Exhibit No. Description
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. No report on Form 8-K was filed during the
quarter ended June 30, 2000.
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<PAGE> 12
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.
Date: August 7, 2000 By: /s/ Michael L. McMullan
----------------------------------
Michael L. McMullan, Chief
Executive Officer
Date: August 7, 2000 By: /s/ Thomas M. Whelan
-----------------------------------
Thomas M. Whelan, Chief Executive
Officer(principal financial and
accounting officer)
11
