<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, 1997 33-41045
SARASOTA BANCORPORATION, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0235255
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Tamiami Trail, Suite 100, Sarasota, Florida 34236
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(Address of principal executive offices)
(941) 955-2626
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(Issuer's telephone number)
Not applicable
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(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 last 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
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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 471,500
- ------------------------------------- ---------------------------------
Class Outstanding at November 12, 1997
Transitional Small Business Disclosure Format (Check One):
Yes No X
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<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SARASOTA BANCORPORATION, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, 1997 and December 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS September 30, 1997 December 31, 1996
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<S> <C> <C>
Cash and due from banks $ 1,466,196 $ 2,467,658
Federal reserve bank 200,000 -
Federal funds sold 4,056,000 3,718,000
Securities held to maturity - -
Securities available for sale 11,611,685 11,212,512
Loans (Net) 36,922,045 30,994,843
Accrued interest receivable 323,673 313,185
Foreclosed real estate 71,673 71,673
Furniture and equipment,net 399,781 432,879
Deferred income taxes 236,200 220,288
Other assets 53,499 44,165
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TOTAL ASSETS: $55,340,752 $49,475,203
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------
LIABILITIES:
Demand deposits $ 9,298,933 $ 5,666,640
NOW and money market deposits 7,470,989 10,509,570
Savings deposits 806,899 952,080
Other time deposits 31,806,666 26,733,473
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Total deposits 49,383,487 43,861,763
----------- -----------
Repurchase agreements 1,189,740 1,487,823
Accrued interest payable 90,404 68,137
Other liabilities 195,877 130,802
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TOTAL LIABILITIES: $50,859,508 $45,548,525
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 Par Value.
Authorized 1,000,000 shares;
None Issued or Outstanding - -
Common Stock, $.01 Par Value.
Authorized 10,000,000 shares;
Outstanding 471,500 4,715 4,715
Additional Paid-In Capital 4,710,285 4,710,285
Treasury Stock (21,098) -
Accumulated Deficit (276,386) (815,415)
Net unrealized appreciation on
available-for-sale securities (net) 63,728 27,093
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TOTAL STOCKHOLDERS' EQUITY: 4,481,244 3,926,678
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: $55,340,752 $49,475,203
=========== ===========
</TABLE>
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REFER TO NOTES TO THE FINANCIAL STATEMENTS
<PAGE> 3
SARASOTA BANCORPORATION, INC.
SARASOTA, FLORIDA
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
09/30/97 09/30/96 09/30/97 09/30/96
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<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 893,463 $ 692,152 $2,454,956 $1,822,482
Interest on federal funds sold 41,301 28,866 137,245 46,917
Interest on investment securities 197,825 158,924 590,174 479,302
---------- ---------- ---------- ----------
TOTAL INTEREST INCOME: 1,132,589 879,942 3,182,375 2,348,701
INTEREST EXPENSE:
Interest on deposits 545,279 378,704 1,502,350 1,007,848
Interest on borrowings - 1,297 139 17,483
Interest on repurchase agreements 15,024 22,546 48,491 46,241
---------- ---------- ---------- ----------
TOTAL INTEREST EXPENSE: 560,303 402,547 1,550,980 1,071,572
---------- ---------- ---------- ----------
NET INTEREST INCOME: 572,286 477,395 1,631,395 1,277,129
Provision for possible loan losses 30,000 21,200 150,800 79,150
---------- ---------- ---------- ----------
NET INTEREST INCOME (LOSS) AFTER
PROVISION FOR LOAN LOSSES 542,286 456,195 1,480,595 1,197,979
OTHER OPERATING INCOME:
Service charges on deposit accounts 32,159 30,775 92,660 78,453
Other fees and other income 22,393 6,324 68,630 35,974
---------- ---------- ---------- ----------
NET OTHER OPERATING INCOME: 54,552 37,099 161,290 114,427
OPERATING EXPENSES:
Salaries and employee benefits 166,451 155,996 499,136 477,788
Occupancy 74,305 77,914 224,136 220,492
Data processing 25,585 8,427 65,819 73,190
Professional Fees 19,667 9,362 80,369 64,686
Other 74,230 77,002 224,396 201,693
---------- ---------- ---------- ----------
TOTAL OTHER OPERATING EXPENSES: 360,238 328,701 1,093,856 1,037,849
---------- ---------- ---------- ----------
INCOME BEFORE TAXES 236,600 164,593 548,029 274,557
PROVISION FOR TAXES 3,000 - 9,000 -
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 233,600 $ 164,593 $ 539,029 $ 274,557
========== ========== ========== ==========
INCOME (LOSS) PER SHARE 0.50 0.35 1.14 0.58
========== ========== ========== ==========
</TABLE>
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REFER TO NOTES TO FINANCIAL STATEMENTS
<PAGE> 4
SARASOTA BANCORPORATION, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
09/30/97 09/30/96
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITY:
NET INCOME (LOSS) $ 539,029 $ 274,557
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH FLOWS FROM OPERATIONS:
Depreciation 38,300 37,866
Amortization of organizational costs 26,440 29,120
Provision for loan losses 150,800 79,150
(Gain) loss on sale of securities - (5,419)
(Increase) decrease in accrued interest receivable (10,488) 38,309
(Increase) decrease in foreclosed real estate - -
(Increase) decrease in deferred income taxes (15,912) (37,961)
(Increase) decrease in repossessions - (6,850)
(Increase) decrease in other assets (35,774) 8,446
(Decrease) increase in repurchase agreements (298,083) -
(Decrease) increase in accrued interest payable 22,267 13,110
(Decrease) increase in other liabilities 65,075 38,420
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NET CASH USED IN OPERATING ACTIVITIES: 481,654 468,748
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CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of investment securities, net (362,538) 278,417
Purchase of furniture & equipment (5,202) (5,760)
Purchase of other real estate - (3,166)
Increase in loans, net (6,078,002) (6,875,808)
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NET CASH USED IN INVESTING ACTIVITIES: (6,445,742) (6,606,317)
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CASH FLOW FROM FINANCING ACTIVITIES:
Net increase in deposits 5,521,724 5,701,343
Purchase of treasury stock (21,098) -
Net increase in repurchase agreements - 2,134,818
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NET CASH PROVIDED BY FINANCING ACTIVITIES: 5,500,626 7,836,161
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NET INCREASE (DECREASE) IN CASH: (463,462) 1,698,592
CASH AT BEGINNING OF PERIOD: 6,185,658 2,408,375
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CASH AT END OF PERIOD: 5,722,196 4,106,967
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Supplemental Disclosure of Cash Flow Information -
Cash Paid During The Period For Interest: $ 1,550,980 $ 1,071,572
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</TABLE>
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REFER TO NOTES TO THE FINANCIAL STATEMENTS
<PAGE> 5
SARASOTA BANCORPORATION, INC
AND SUBSIDIARY
Notes to Financial Statements (Unaudited)
September 30, 1997
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for Interim Financial Statements
and with the instructions to form 10-QSB. Accordingly, they do not include all
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 for a
fair presentation have been included. Operating results for the nine month
period ended September 30, 1997 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997. For further
information, refer to the financial statements and footnotes thereto included in
Form 10-KSB for the year ended December 31, 1996.
NOTE 2 - SUMMARY OF ORGANIZATION
Sarasota BanCorporation, Inc., Sarasota, Florida (the "Company"), was
incorporated under the laws of the State of Florida on December 28, 1990, for
the purpose of becoming a bank holding company with respect to a proposed de
novo bank, Sarasota Bank (the "Bank"), Sarasota, Florida. Prior to formation of
the Company, the Company's organizers formed a partnership to commence
organizing a Bank holding company. The partnership was subsequently merged into
the Company as of December 30, 1990. As a result, each organizers' capital
account in the partnership was exchanged for common stock of the company and all
assets of the partnership were contributed as capital to the Company in
consideration of the issuance of its common stock to the organizers. On
September 15, 1992, the organizers received approval from the Office of the
Comptroller of the State of Florida for the organization of a new state banking
association; an approval was also received on May 29, 1992 from the Federal
Reserve Board to form a one-bank holding company. On September 15, 1992, the
company acquired 100% of the Bank's capital stock by injecting $4.25 million
into the Bank's capital accounts.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of the Company conform to
generally accepted accounting principles and to general practices in the banking
industry. The following summarizes the more significant of these policies:
Investment Securities. As of September 30, 1997, no Investment
Securities are carried as "Held to Maturity."
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<PAGE> 6
Available for Sale Securities. As of September 30, 1997, the market
value of "Available for Sale Securities" is $11,611,685.
Organizational Costs. In accordance with FASB Statement No. 7, the
Company and the subsidiary Bank capitalized all direct costs that were incurred
in the expectation that they would generate future revenues and otherwise
benefit periods after the subsidiary Bank opened for business. These capitalized
costs, or organizational costs, are amortized over a sixty-month period using
the straight line method. As of September 30, 1997, there are no unamortized
organizational costs.
Profit (Loss) Per Share. Profit per share was $.50 for the quarter
ended September 30, 1997 and may not be indicative of projected earnings
(losses) for the year ending December 31, 1997.
Income Taxes. The company will be subject to taxation whenever taxable
income is generated. As of September 30, 1997, the provision for taxes is
$9,000.
Statement of Cash Flows. The presentation of the statement of cash
flows in condensed as permitted by the Securities and Exchange Commission. The
classification of cash flows is consistent with the requirements of FASB
Statement No. 95.
NOTE 4 - RELATED PARTIES
One of the Company's directors serves as legal counsel for the Company.
Gross fees for these services during the nine months ended September 30, 1997
was $1,964. This amount includes sums paid by the Bank to such director's law
firm as well as sums paid by bank customers and cost advances. Another director
provides advertising, printing and other miscellaneous services to the Company.
The gross billing, which includes costs passed through to other companies
providing services to the Company, was $10,499 for the nine months ended
September 30, 1997. Another director provides accounting services for the
Company. There were $550 in fees incurred for such accounting services for the
nine months ended September 30, 1997.
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<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Certain information included in this Quarterly Report on Form 10-QSB contains,
and other reports or materials filed or to be filed by Sarasota BanCorporation,
Inc. (the "Company") with the Securities and Exchange Commission
(as well as information included in oral statements or other written statements
made or to be made by the Company or its management) contain or will contain,
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as
amended, and pursuant to the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements may relate to financial results and plans for
future business activities, and are thus prospective. Such forward-looking
statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, general economic conditions, competition and
other uncertainties detailed in this report and detailed from time to time in
other filings by the Company with the Securities and Exchange Commission. Any
forward-looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made.
The following discussion addresses the factors that have affected
the Company's financial condition and results of operations reflected in the
Company's unaudited financial statements for the three month and nine month
periods ended September 30, 1997.
RESULTS OF OPERATIONS
The Company's net income for the third quarter of 1997 was $233,600, a
41.9% increase compared to $164,593 for the same period in 1996. Earnings per
share increased to $.50 per share in the third quarter of 1997 compared to $.35
per share for the same period in 1996. Net income for the nine months ended
September 30, 1997 was $539,029 compared to $274,557 for the same period in
1996, an increase of $264,472 or 96.3%. Earnings per share increased to $1.14
per share for the nine months ended September 30, 1997 compared to $.58 per
share for the same period in 1996. The increases in net income are primarily
attributable to a 29.1% and a 34.7% increase in interest and fees on loans for
the three and nine month periods ended September 30, 1997, respectively.
Interest on investment securities also showed increases of 24.5% and 23.1% for
the three and nine month periods ended September 30, 1997.
Net interest income after provision for loan losses for the third
quarter of 1997 increased $86,091 or 18.9% to $542,286 from a balance of
$456,195 for the third quarter of 1996. Net interest income after provision for
loan losses for the nine months ended September 30, 1997 increased $282,616 or
23.6% to $1,480,595 from a balance of $1,197,979 for the same period in 1996.
The increases in net interest income resulted primarily from an increase in loan
volume and a corresponding increase in interest and fees on loans. The cost of
deposits averaged 4.32% for the third quarter of 1997 compared to 4.01% for the
third quarter of 1996. The net interest margin for the nine months and three
months ended September 30, 1997 was 4.17% and 4.16% on average earning assets of
$53,335,765 and $50,909,650, respectively for the periods stated.
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<PAGE> 8
For these same periods in 1996, the net interest margin was 4.54% and 4.49%,
respectively, on average earning assets of $41,432,096 and $38,031,904,
respectively. The decrease in net interest margin is reflective of growth in
higher priced interest bearing liability accounts.
Non-interest expense for the third quarter of 1997 increased $31,537 or
9.6% as compared to the third quarter of 1996. Non-interest expense increased
$56,007 or 5.4% for the nine month period ended September 30, 1997 as compared
to the same period of 1996. This increase is primarily the result of increased
employee salaries and benefits, professional service fees and director fees.
Non-interest income increased $17,453 or 47.0% during the third quarter
ended September 30, 1997 as compared to the same period in 1996. Non-interest
income also increased $46,863 or 41.0% for the nine month period ended September
30, 1997 as compared to the same period in 1996. The increase in non-interest
income is attributable to increased overdraft service fees on depository
accounts as well as increased rental income from the Bank's tenant.
FINANCIAL CONDITION
For the nine month period ended September 30, 1997, the Company
experienced continued asset, loan and deposit growth. Total assets increased
11.86% to $55,340,752 for the nine month period ended September 30, 1997 from
$49,475,203 at December 31, 1996. This increase is primarily attributable to an
increase in loans of approximately $6.0 million during this period.
The allowance for loan loss provision for the third quarter of 1997 was
$30,000 compared to $21,200 in the third quarter of 1996. The reserve balance
for loan losses as of September 30, 1997 was $449,652 as compared to $313,939 at
December 31, 1996. At September 30, 1997, the allowance for loan losses
represented 1.20% of total loans outstanding. Management considers the allowance
for loan losses to be adequate based upon evaluations of specific loans and the
weighting of various loan categories as suggested by the Bank's internal loan
rating system. The provision for loan losses is based upon management's
continuing analysis and evaluation of various factors, including current
economic conditions, the size of the loan portfolio, past loan loss experience,
underlying collateral value, the Bank's internal rating system and other factors
deemed relevant by management.
Through the third quarter of 1997, charged-off loans totaled $41,704
with recoveries of $26,617, or a net of 00.04% of total loans outstanding. The
ratio of non-performing loans (including loans 90 days or more past due) to
total outstanding loans was .04% or $15,056 as of September 30, 1997 compared to
2.3% as of the same period in 1996. As of December 31, 1996, non-performing
loans were $7,000 or .02% of loans outstanding. The increase in non-performing
loans is primarily attributable to one consumer currently 92 days past due and
in non-accrual status. There were no other loans past due in excess of 90 days
as of September 30, 1997.
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<PAGE> 9
CAPITAL ADEQUACY
Federal banking regulators have established certain capital adequacy
standards required to be maintained by banks and bank holding companies. These
regulations establish minimums of risk-based capital of 4% for core capital
(tier 1), 8% for total risk-based capital, and at least 3% for the leverage
ratio. Three percent is the minimum leverage ratio for the most highly rated
banks. All other banks are required to meet a minimum of at least 100 or 200
basis points above the 3% level. The Company's tier 1 risk-based capital ratio
at September 30, 1997 was 11.61%, its total risk-based capital ratio was 12.80%,
and its leverage ratio was 8.07%.
LIQUIDITY
The Company views liquidity as the ability to provide for the credit
needs of the market and to provide funds for deposit withdrawals. With a loan to
deposit ratio of 72.97% at September 30, 1997, cash and due from banks of
$1,466,196 and federal funds sold of $4,056,000, the Company does not anticipate
any events which would require liquidity beyond that which is available through
deposit growth or its investment portfolio. The Company actively manages the
levels, types, and maturities of earning assets in relation to the sources
available to fund current and future needs to ensure adequate funding will be
available at all times. There are no known trends or any known commitments or
uncertainties that will result in the Company's liquidity increasing or
decreasing in any material way.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27.1 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 September 30, 1997.
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<PAGE> 10
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.
SARASOTA BANCORPORATION, INC
Dated: November 12, 1997 By: /s/ Christine L. Jennings
--------------------------------------------
Christine L. Jennings
President (Principal Executive Officer)
By: /s/ Susan K. Flynn
--------------------------------------------
Susan K. Flynn
Vice President and Chief Financial Officer
(Principal financial and Accounting Officer)
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<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FINANCIAL STATEMENTS OF SARASOTA BANCORPORATION, INC. FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,666,196
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 4,056,000
<TRADING-ASSETS> 1,084,826
<INVESTMENTS-HELD-FOR-SALE> 11,611,685
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 37,371,697
<ALLOWANCE> (449,652)
<TOTAL-ASSETS> 55,340,752
<DEPOSITS> 49,383,487
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,476,021
<LONG-TERM> 0
0
0
<COMMON> 4,715
<OTHER-SE> 4,476,529
<TOTAL-LIABILITIES-AND-EQUITY> 55,340,752
<INTEREST-LOAN> 2,454,956
<INTEREST-INVEST> 590,174
<INTEREST-OTHER> 137,245
<INTEREST-TOTAL> 3,182,375
<INTEREST-DEPOSIT> 1,502,350
<INTEREST-EXPENSE> 1,550,980
<INTEREST-INCOME-NET> 1,631,395
<LOAN-LOSSES> 150,800
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,093,856
<INCOME-PRETAX> 548,029
<INCOME-PRE-EXTRAORDINARY> 548,029
<EXTRAORDINARY> (9,000)
<CHANGES> 0
<NET-INCOME> 539,029
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 8.48
<LOANS-NON> 15,056
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 150,438
<ALLOWANCE-OPEN> 313,939
<CHARGE-OFFS> 40,704
<RECOVERIES> 25,617
<ALLOWANCE-CLOSE> 449,652
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
