<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, 1999 33-41045
SARASOTA BANCORPORATION, INC.
- -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0235255
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Tamiami Trail, Suite 100, Sarasota, Florida 34236
----------------------------------------------------------------
(Address of principal executive offices)
(941) 955-2626
----------------------------------------------------
(Issuer's telephone number)
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 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 [ ]
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 559,140
- ----------------------------------- ------------------------------------
Class Outstanding at August 10, 1999
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X]
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SARASOTA BANCORPORATION, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 1999 and December 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
Cash and Due From Banks $ 2,642,412 3,661,115
Federal Funds Sold 3,030,000 1,605,000
Securities held to maturity -- --
Securities available for sale 17,923,508 17,873,122
Loans (Net) 66,011,868 54,150,418
Accrued interest receivable 531,187 478,024
Foreclosed real estate 64,473 71,673
Furniture and equipment, net 370,625 387,602
Deferred income taxes 205,000 205,000
Other assets 32,075 33,521
------------ ----------
TOTAL ASSETS: $ 90,811,148 78,465,475
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Demand deposits $ 10,010,991 9,139,666
NOW and money market deposits 26,493,824 12,729,289
Savings deposits 896,228 1,162,127
Other time deposits 40,192,725 43,462,020
------------ ----------
Total deposits 77,593,768 66,493,102
------------ ----------
Repurchase agreements 4,444,535 2,897,485
Borrowed funds-FHLB 2,000,000 2,000,000
Other deposits 57,715 33,650
Accrued interest payable 171,002 136,301
Other liabilities 385,443 654,087
------------ ----------
TOTAL LIABILITIES: 84,652,463 72,214,625
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 536,861 shares 5,591 5,591
Additional Paid-In Capital 5,588,928 5,588,928
Treasury stock, at cost (27,848) (27,848)
Retained earnings (deficit) 1,142,908 653,857
Net unrealized appreciation on available-for-sale securities (net) (550,894) 30,322
------------ ----------
TOTAL STOCKHOLDERS' EQUITY: 6,158,685 6,250,850
------------ ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: $ 90,811,148 78,465,475
============ ==========
</TABLE>
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<PAGE> 3
SARASOTA BANCORPORATION, INC.
SARASOTA, FLORIDA
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
6/30/99 6/30/98 6/30/99 6/30/98
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and Fees on Loans $1,571,621 1,180,285 2,967,651 2,232,809
Interest on Federal Funds Sold 48,608 63,891 126,760 114,650
Interest on Investment Securities 291,911 224,116 559,496 415,046
---------- ---------- ---------- ----------
TOTAL INTEREST INCOME: 1,912,140 1,468,292 3,653,907 2,762,505
INTEREST EXPENSE:
Interest on Deposits 797,438 679,020 1,562,860 1,293,204
Interest on Borrowings 24,524 -- 38,843 --
Interest on Repurchase agreements 46,028 19,588 81,652 32,703
---------- ---------- ---------- ----------
TOTAL INTEREST EXPENSE: 867,990 698,608 1,683,355 1,325,907
---------- ---------- ---------- ----------
NET INTEREST INCOME: 1,044,150 769,684 1,970,552 1,436,598
Provision For Possible Loan Losses 78,000 19,000 124,100 32,700
---------- ---------- ---------- ----------
NET INTEREST INCOME (LOSS) AFTER
PROVISION FOR POSSIBLE LOAN LOSSES: 966,150 750,684 1,846,452 1,403,898
OTHER OPERATING INCOME:
Service Charges on Deposit Accounts 55,643 26,874 96,960 52,810
Other Fees and Other Income 48,184 30,533 81,498 60,237
---------- ---------- ---------- ----------
NET OTHER OPERATING INCOME: 103,827 57,407 178,458 113,047
OPERATING EXPENSES:
Salaries and employee benefits 234,590 213,166 476,480 417,703
Occupancy 89,639 67,027 192,232 149,891
Data processing 47,745 33,908 69,406 70,889
Professional Fees 45,144 44,272 90,787 78,690
Other 224,239 148,618 421,454 256,934
---------- ---------- ---------- ----------
TOTAL OTHER OPERATING EXPENSES: 641,357 506,991 1,250,359 974,107
---------- ---------- ---------- ----------
INCOME BEFORE TAXES 428,620 301,100 774,551 542,838
PROVISION FOR TAXES 160,500 113,500 285,500 205,000
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 268,120 187,600 489,051 337,838
========== ========== ========== ==========
INCOME (LOSS) PER SHARE 0.50 0.35 0.91 0.63
========== ========== ========== ==========
</TABLE>
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<PAGE> 4
SARASOTA BANCORPORATION, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30,1998
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
6/30/99 6/30/98
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITY:
NET INCOME (LOSS) $ 489,051 337,838
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH FLOWS FROM OPERATIONS:
Depreciation 31,602 24,490
Provision for Loan Losses 124,100 32,700
(Increase) Decrease in Accrued Interest Receivable (53,163) (65,314)
(Increase)Decreased in Foreclosed real estate 7,200 --
(Increase) Decrease in Deferred income taxes -- (35,296)
(Increase) Decrease in Other assets 1,446 185,551
(Decrease)Increase in Repurchase agreements 1,547,050 1,645,963
(Decrease) Increase in Accrued Interest Payable 34,701 (2,393)
(Decrease) Increase in other liabilities (268,644) 201,029
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES: 1,913,343 2,324,568
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of investment securities, Net (631,602) (1,796,787)
Purchase of furniture & equipment (14,625) (8,564)
Increase in Loans, Net (11,985,550) (7,546,650)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES: (12,631,777) (9,352,001)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from directors stock warrants -- 879,518
Net Increase in Deposits 11,124,731 5,969,424
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 11,124,731 6,848,942
------------ ------------
NET INCREASE (DECREASE) IN CASH: 406,297 (178,491)
CASH AS BEGINNING OF PERIOD: 5,266,115 5,895,155
------------ ------------
CASH AT END OF PERIOD: 5,672,412 5,716,664
============ ============
Supplemental Disclosure of Cash Flow Information -
Cash Paid During The Period For Interest: $ 1,683,355 1,325,907
============ ============
</TABLE>
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<PAGE> 5
SARASOTA BANCORPORATION, INC.
AND SUBSIDIARY
Notes to Financial Statements (Unaudited)
June 30, 1999
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 six month
period ended June 30, 1999 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1999. For further information,
refer to the financial statements and footnotes thereto included in Form 10-
KSB for the year ended December 31, 1998.
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 and 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:
4
<PAGE> 6
Investment Securities. As of June 30, 1999 no Investment Securities
were carried as "Held to Maturity."
Available for Sale Securities. As of June 30, 1999 the market value of
"Available for Sale Securities" was $17,923,508.
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 June 30, 1999, there were no
unamortized organizational cost.
Profit Per Share. Profit per share was $0.50 for the quarter ended
June 30, 1999 and may not be indicative of projected earnings (losses) for the
year ending December 31, 1999.
Income Taxes. The Company will be subject to taxation whenever taxable
income is generated. As of June 30, 1999 the provision for taxes is $285,000.
Statement of Cash Flows. The presentation of the statement of cash
flows is 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 six months ended June 30,
1999 was $3,898. This amount includes sums paid by the Bank to this firm as
well as sums paid by bank customers and cost advances. Another director of the
Company 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 $19,543 for the six months
ended June 30, 1999.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion addresses the factors that have affected
Sarasota BanCorporation, Inc.'s (the "Company") financial condition and results
of operations as reflected in the Company's unaudited financial statements for
the second quarter ended June 30, 1999.
RESULTS OF OPERATIONS
The Company's net income for the second quarter of 1999 was $268,120,
a 42.9% increase compared to $187,600 for the same period in 1998. Earnings per
share increased to $0.50 in the second quarter of 1999 compared to $0.35 per
share for the same period in 1998. Net income for
5
<PAGE> 7
the six months ended June 30, 1999 was $489,051 compared to $337,838 for the
same period in 1998, an increase of $151,213 or 44.7%. The increases in net
income are primarily attributable to a 33% increase in interest and fees on
loans for both the three and six month periods ended June 30, 1999,
respectively.
Net interest income after provision for loan losses for the second
quarter of 1999 increased $215,466 or 28.7% to $966,150 from a balance of
$750,684 for the second quarter of 1998. Net interest income after provision
for loan losses for the six months ended June 30, 1999 increased $442,554 or
31.5% to $1,846,452 from a balance of $1,403,898 for the same period in 1998.
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 4.18% for the second quarter of 1999 compared to
4.43% for the second quarter of 1998. The net interest margin for the six
months and three months ended June 30, 1999 was 4.58% and 4.73% on average
earning assets of $85,785,645 and $87,704,409, respectively for the periods
stated. For these same periods in 1998, the net interest margin was 4.36% and
4.33%, respectively, on average earning assets of $64,232,016 and $67,553,228,
respectively. The increase in net interest margin is reflective of growth in
higher priced consumer loan accounts and lower priced interest bearing
liability accounts.
Non-interest expense for the second quarter of 1999 increased $134,366
or 27% as compared to the second quarter of 1998. Non-interest expense
increased $276,252 or 28% for the six month period ended June 30, 1999 as
compared to the same period of 1998. This increase is primarily the result of
increased loan servicing fees from the consumer loan portfolio.
Non-interest income increased $46,420 or 81% during the second quarter
ended June 30, 1999 as compared to the same period in 1998. Non-interest income
also increased $65,411 or 58% for the six month period ended June 30, 1999 as
compared to the same period in 1998. The increase in non-interest income is
attributable to increased overdraft service fees on depository accounts.
FINANCIAL CONDITION
For the six month period ended June 30, 1999, the Company experienced
continued asset, loan and deposit growth. Total assets increased 27.2% to
$99,811,148 for the six month period ended June 30, 1999 from $78,465,475 at
December 31, 1998. This increase is primarily attributable to an increase in
loans of approximately $12 million during this period. Federal Funds sold
increased during the six months ended June 30, 1999 by $1.5 million during the
period.
The allowance for loan loss provision for the second quarter of 1999
was $78,000 compared to $19,000 in the second quarter of 1998. The reserve
balance for loan losses as of June 30, 1999 was $672,548 as compared to
$557,546 at December 31, 1998. At June 30, 1999, the allowance for loan losses
represented 1.0% of total loans outstanding. Management considers the allowance
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
6
<PAGE> 8
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 second quarter of 1999, charged-off loans totaled $14,350
with recoveries of $5,252, or a net of .01% of total loans outstanding. The
ratio of non-performing loans (including loans 90 days or more past due) to
total outstanding loans was $247,000 or .37% as of June 30, 1999 compared to
.01% as of the same period in 1998. As of the year ended December 31, 1998,
non-performing loans were $271,000 or .50% of loans outstanding. The
non-performing loans are primarily attributable to several consumer loans past
due from 30 to 90 days. There were no accruing loans past due in excess of 90
days as of June 30, 1999.
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 June 30, 1999 was 9.48%, its total risk-based capital ratio was 10.43%, and
its leverage ratio was 7.89%.
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 82.8% at June 30, 1999, cash and due from banks of
$2,642,412 and federal funds sold of $3,030,000, 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.
7
<PAGE> 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The 1999 Annual Meeting of Shareholders of the Company was held on
April 20, 1999. At the meeting the following persons were elected as directors
to serve for a term of three years and until their successors are elected and
qualified: James W. Demler, M.D., Edward S. Levi, and A. Dean Pratt.
The results of voting with respect to the election of directors were
as follows:
<TABLE>
<CAPTION>
Votes Votes
FOR WITHHELD
------- --------
<S> <C> <C>
James W. Demler, M.D. 373,011 300
Edward S. Levi 373,011 300
A. Dean Pratt 318,491 54,820
</TABLE>
The following persons did not stand for reelection to the Board at the
1999 Annual Meeting of Shareholders as their term of office continued after the
Annual Meeting: Timothy J. Clarke Christine L. Jennings, Sam D. Norton, Michael
R. Pender, Jr., Susan M. Baker, Kenneth H. Barr and Gilbert J. Wellman.
Also at the meeting, the shareholders approved the adoption of the
1998 Stock Option Plan. The results of voting with respect to the adoption of
the 1998 Stock Option Plan were as follows:
<TABLE>
<CAPTION>
Votes Votes Votes
FOR AGAINST ABSTAINING
------- ------- ----------
<S> <C> <C>
332,191 32,320 8,800
</TABLE>
No other matters were presented or voted for at the Annual Meeting.
8
<PAGE> 10
Item 6. Exhibits and Reports on Form 8-K
(a) 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 reports on Form 8-K were filed during the
quarter ended June 30, 1999.
9
<PAGE> 11
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: August 12, 1999 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)
10
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SARASOTA
BANCORPORATION, INC. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD
ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 2,642,412
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,030,000
<TRADING-ASSETS> 1,203,360
<INVESTMENTS-HELD-FOR-SALE> 17,923,508
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 66,684,416
<ALLOWANCE> (672,548)
<TOTAL-ASSETS> 90,811,148
<DEPOSITS> 77,593,768
<SHORT-TERM> 0
<LIABILITIES-OTHER> 7,058,695
<LONG-TERM> 0
0
0
<COMMON> 5,591
<OTHER-SE> 6,153,094
<TOTAL-LIABILITIES-AND-EQUITY> 90,811,148
<INTEREST-LOAN> 2,967,651
<INTEREST-INVEST> 559,496
<INTEREST-OTHER> 126,760
<INTEREST-TOTAL> 3,653,907
<INTEREST-DEPOSIT> 1,562,860
<INTEREST-EXPENSE> 1,683,355
<INTEREST-INCOME-NET> 1,970,552
<LOAN-LOSSES> 124,100
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,250,359
<INCOME-PRETAX> 774,551
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 285,500
<CHANGES> 0
<NET-INCOME> 489,051
<EPS-BASIC> .91
<EPS-DILUTED> 0
<YIELD-ACTUAL> 8.76
<LOANS-NON> 0
<LOANS-PAST> 247,000
<LOANS-TROUBLED> 87,600
<LOANS-PROBLEM> 235,504
<ALLOWANCE-OPEN> 557,546
<CHARGE-OFFS> (14,350)
<RECOVERIES> 5,253
<ALLOWANCE-CLOSE> 672,548
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
