UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____
Commission File Number: 000-1170902
FLORIDA COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Florida 35-2164765
------------------------------ -------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
1400 North 15th Street, Immokalee, Florida 34142-2202
- ------------------------------------------ ------------------
(Address of Principal Executive Office) (Including Zip Code)
(239) 657-3171
(Issuer's Telephone Number, Including Area Code)
No Change
------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
------- ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2):
Yes No X
------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.01 par Outstanding at April 23, 2004: 3,766,384
Form 10-Q
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
TABLE OF CONTENTS
Page No.
Part 1 - Financial Information
Item 1 - Consolidated Financial Statements (Unaudited)
Consolidated Statements of Financial Condition as of March 31, 2004
and December 31, 2003....................................................................... 3
Consolidated Statements of Income For The Three Months Ended
March 31, 2004 and 2003..................................................................... 4
Consolidated Statement of Shareholders' Equity For The Three Months
Ended March 31, 2004........................................................................ 5
Consolidated Statements of Cash Flows For The Three Months
Ended March 31, 2004 and 2003............................................................... 6
Notes to Consolidated Financial Statements..................................................... 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................................. 12
Item 3 - Quantitative and Qualitative Disclosures About Market Risk..................................... 18
Item 4 - Controls and Procedures........................................................................ 19
Part 2 - Other Information
Item 1 - Legal Proceedings.............................................................................. 20
Item 6 - Exhibits and Reports on Form 8-K............................................................... 20
Signatures
Certifications of Periodic Financial Reports
2
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
FLORIDA COMMUNITY BANKS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 2004 (Unaudited) and December 31, 2003
March 31,
2004 December 31,
(Unaudited) 2003
Assets ---------------- -----------------
Cash and due from banks................................................... $ 18,372,887 $ 15,897,716
Federal funds sold........................................................ 37,611,000 13,765,000
Interest-bearing deposits with banks...................................... 1,301,263 857,133
---------------- -----------------
Cash and Cash Equivalents............................................. 57,285,150 30,519,849
Securities available for sale................................................ 3,184,977 3,184,977
Securities held-to-maturity, fair value of $34,595,201 and $35,296,326....... 34,413,189 35,752,905
Loans, net of unearned income................................................ 453,588,703 437,592,827
Allowance for loan losses.................................................... (8,419,086) (8,066,817)
---------------- -----------------
Net Loans............................................................. 445,169,617 429,526,010
Premises and equipment, net.................................................. 12,693,823 12,767,507
Accrued interest............................................................. 2,769,580 2,709,102
Foreclosed real estate....................................................... 5,617,081 6,121,833
Deferred taxes, net.......................................................... 3,322,365 3,162,883
Other assets................................................................. 1,589,322 1,762,640
---------------- -----------------
Total Assets.......................................................... $ 566,045,104 $ 525,507,706
================ =================
Liabilities and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing....................................................... $ 84,731,202 $ 78,296,949
Interest-bearing.......................................................... 381,891,734 344,987,453
---------------- -----------------
Total Deposits........................................................ 466,622,936 423,284,402
Notes payable................................................................ 20,456 21,698
Short-term borrowings........................................................ 250,000 7,500,000
Federal Home Loan Bank advances.............................................. 40,000,000 40,000,000
Subordinated debentures...................................................... 10,310,000 10,310,000
Deferred compensation........................................................ 358,685 372,870
Accrued interest............................................................. 978,275 858,783
Other liabilities............................................................ 2,166,098 1,074,184
---------------- -----------------
Total Liabilities..................................................... 520,706,450 483,421,937
Shareholders' Equity
Common stock - par value $.01 per share, 10,000,000 shares authorized,
3,766,384 shares issued and outstanding at at March 31, 2004; 3,747,641
shares issued and outstanding
at December 31, 2003.................................................... 37,664 37,476
Paid-in capital........................................................... 17,147,377 16,680,061
Retained earnings......................................................... 28,153,613 25,368,232
---------------- -----------------
Total Shareholders' Equity............................................ 45,338,654 42,085,769
---------------- -----------------
Total Liabilities and Shareholders' Equity................................... $ 566,045,104 $ 525,507,706
================ =================
See notes to the consolidated financial statements
3
FLORIDA COMMUNITY BANKS, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three months Ended March 31, 2004 and 2003
(Unaudited)
Three Months
Ended March 31,
-----------------------------------
2004 2003
---------------- -----------------
Interest Income
Interest and fees on loans................................................ $ 8,649,618 $ 7,844,759
Interest and dividends
Taxable securities...................................................... 325,270 380,284
Interest on federal funds sold and other interest income.................. 82,570 78,991
---------------- -----------------
Total Interest Income................................................... 9,057,458 8,304,034
---------------- -----------------
Interest Expense
Interest on deposits...................................................... 1,657,267 2,266,256
Interest on borrowed funds................................................ 514,324 552,007
---------------- -----------------
Total Interest Expense.................................................. 2,171,591 2,818,263
---------------- -----------------
Net Interest Income.......................................................... 6,885,867 5,485,771
Provision for loan losses.................................................... 300,000 300,000
---------------- -----------------
Net Interest Income After Provision for Loan Losses.......................... 6,585,867 5,158,771
Noninterest Income
Customer service fees..................................................... 488,064 422,632
Insurance commissions..................................................... 3,368 2,325
Other noninterest income.................................................. 235,569 201,525
---------------- -----------------
Total Noninterest Income.............................................. 727,001 626,482
---------------- -----------------
Noninterest Expenses
Salaries and employee benefits............................................ 1,867,841 1,657,967
Occupancy and equipment expense........................................... 432,826 368,146
Other noninterest expenses................................................ 547,131 531,119
---------------- -----------------
Total Noninterest Expenses............................................ 2,847,798 2,557,232
---------------- -----------------
Income before income taxes................................................... 4,465,070 3,255,021
Provision for income tax expense............................................. 1,679,690 1,226,341
---------------- -----------------
Net Income................................................................... $ 2,785,380 $ 2,028,680
================ =================
Weighted Average Common Shares Outstanding - Basic........................... 3,756,086 3,747,641
Weighted Average Common Shares Outstanding - Diluted......................... 3,791,733 3,775,146
Basic Earnings Per Common Share.............................................. $ 0.74 $ 0.54
Diluted Earnings Per Common Share............................................ 0.73 0.54
See notes to the consolidated financial statements
4
FLORIDA COMMUNITY BANKS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three months Ended March 31, 2004
(Unaudited)
Common Paid-in Retained
Stock Capital Earnings Total
------------ ------------- -------------- ----------------
Balance at December 31, 2003.............. $ 37,476 $ 16,680,061 $ 25,368,232 $ 42,085,769
Issuance of common stock.................. 188 465,014 -- 465,202
Issuance of stock options................. -- 2,303 -- 2,303
Net income - Three months ended
March 31, 2004......................... -- -- 2,785,380 2,785,380
------------- -------------- -------------- ----------------
Balance at March 31, 2004................. $ 37,664 $ 17,147,378 $ 28,153,612 $ 45,338,654
============= ============== ============== ================
See notes to the consolidated financial statements
5
FLORIDA COMMUNITY BANKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months Ended March 31, 2004 and 2003
(Unaudited)
Three Months
Ended March 31,
-----------------------------------
2004 2003
---------------- -----------------
Operating Activities
Net Income................................................................ $ 2,785,380 $ 2,028,680
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses............................................. 300,000 300,000
Depreciation, amortization, and accretion, net........................ 226,417 119,672
(Increase) decrease in accrued interest receivable.................... (60,478) 121,758
Increase (decrease) in accrued interest payable....................... 119,492 (479,128)
Other, net............................................................ 1,089,984 (170,718)
---------------- -----------------
Net Cash Provided By Operating Activities............................. 4,460,795 1,920,264
---------------- -----------------
Investing Activities
Net decrease in held-to-maturity securities............................... 1,339,716 4,790,349
Loans made to customers, net of repayments................................ (15,995,876) (3,977,784)
Proceeds from sale of other real estate owned............................. 504,752 --
Purchase of fixed assets.................................................. (96,580) (960,272)
---------------- -----------------
Net Cash Used In Investing Activities................................. (14,247,988) (147,707)
---------------- -----------------
Financing Activities
Net increase in noninterest-bearing deposits.............................. 6,434,253 19,809,810
Net increase (decrease) in interest-bearing deposits...................... 36,904,281 (26,324,301)
Sale of common stock...................................................... 465,202 --
Net decrease in borrowings................................................ (7,251,242) (6,071)
---------------- -----------------
Net Cash Provided By (Used In) Financing Activities................... 36,552,494 (6,520,562)
---------------- -----------------
Net Increase (Decrease) in Cash and Cash Equivalents......................... 26,765,301 (4,748,005)
Cash and Cash Equivalents at Beginning of Period............................. 30,519,849 58,834,665
---------------- -----------------
Cash and Cash Equivalents at End of Period................................... $ 57,285,150 $ 54,086,660
================ =================
See notes to the consolidated financial statements
6
FLORIDA COMMUNITY BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
Note A - Basis of Presentation
Florida Community Banks, Inc. ("FCBI" or the "Company") is a bank holding
company, which owns all of the common stock of Florida Community Bank ("Bank" or
"FCB") and a special purpose business trust organized to issue Trust Preferred
Securities. The special purpose business trust is not consolidated in the
financial statements that are included elsewhere herein. The accompanying
unaudited consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
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 for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2004, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004.
The statement of financial condition at December 31, 2003, has been derived from
the audited financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
For further information, refer to the financial statements and footnotes thereto
for Florida Community Banks, Inc. for the year ended December 31, 2003, included
in Form 10-K filed in March 2004.
Note B - Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The determination of the adequacy of the allowance for loan losses is based on
estimates that are particularly susceptible to significant changes in the
economic environment and market conditions. In connection with the determination
of the estimated losses on loans, management obtains independent appraisals for
significant collateral. While management uses available information to recognize
losses on loans, further reductions in the carrying amounts of loans may be
necessary based on changes in local economic conditions. In addition, regulatory
agencies, as an integral part of their examination process, periodically review
the estimated losses on loans. Such agencies may require the Bank to recognize
additional losses based on their judgments about information available to them
at the time of their examination. Because of these factors, it is reasonably
possible that the estimated losses on loans may change materially in the near
term. However, the amount of the change that is reasonably possible cannot be
estimated.
7
FLORIDA COMMUNITY BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
Note C - Income Taxes
The effective tax rates of approximately 37.6% and 37.7% for the three months
ended March 31, 2004 and 2003, respectively, are more than the Federal statutory
tax rate for corporations principally because of the effect of state income
taxes, net of federal tax benefit.
Note D - Securities
The Company applies the accounting and reporting requirements of Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities ("SFAS 115"). This pronouncement requires that all
investments in debt securities be classified as either "held-to-maturity"
securities, which are reported at amortized cost; trading securities, which are
reported at fair value, with unrealized gains and losses included in earnings;
or "available-for-sale" securities, which are reported at fair value, with
unrealized gains and losses excluded from earnings and reported in a separate
component of shareholders' equity (net of deferred tax effect).
At March 31, 2004, the Bank had no net unrealized gains/losses in
available-for-sale securities, which are reflected in the presented assets and
resulted in no change in shareholders' equity. There were no trading securities.
Note E - Shareholders' Equity
In December 2003, the Company declared a stock split of 1.2 shares for each of
the Company's outstanding shares of common stock. This effect of this stock
split has been retroactively reflected in the financial statements. All
references to weighted average shares outstanding and per share amounts included
in the accompanying financial statements and notes reflect the stock split and
its retroactive effects.
Note F - Segment Information
All of the Company's offices offer similar products and services, are located in
the same geographic region, and serve the same customer segments of the market.
As a result, management considers all units as one operating segment and
therefore feels that the basic financial statements and related footnotes
provide details related to segment reporting.
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8
FLORIDA COMMUNITY BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
Note G - Stock-Based Compensation
The Company adopted the 2002 Key Employee Stock Compensation Program under which
statutory and non-statutory stock options may be granted to certain key
employees to purchase up to 87,440 shares (as adjusted for stock splits) at
various prices from $12.50 to $24.00 per share. The options granted provide for
these key employees to purchase shares of the Company's $0.01 par value common
stock at no less than the market value at the dates of grant. The options
granted may be exercised within ten years from the dates of grant subject to
vesting requirements. Prior to 2003, the Company accounted for this plan under
the recognition and measurement provisions of APB No. 25, Accounting for Stock
Issued to Employees, and the related Interpretations. Effective January 1, 2003,
the Company adopted the fair value recognition provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, as provided by SFAS No. 148, Accounting
for Stock-Based Compensation - Transition and Disclosure. SFAS No. 148 allows
for a prospective method of adoption of SFAS 123, whereas, the Company can
prospectively account for the current expense of options granted during 2003 and
thereafter. The following table illustrates the effect on net income and
earnings per share as if the fair value based method had been applied to all
outstanding and unearned awards in each period.
Three Months
Ended March 31
-------------------------------
2004 2003
------------- --------------
Net Income, as reported......................................................... $ 2,785,380 $ 2,028,680
Add: Stock-based compensation expense included in net income,
net of related taxes......................................................... 2,358 1,264
Deduct: Total stock-based employee compensation expense
determined under the fair value method for all awards,
net of related taxes......................................................... (4,563) (5,362)
------------ --------------
Pro Forma Net Income............................................................ $ 2,783,175 $ 2,024,582
============= ==============
Basic Earnings per Common Share
As reported.................................................................. $ 0.74 $ 0.54
============= =============
Pro Forma.................................................................... $ 0.74 $ 0.54
============= =============
Diluted Earnings per Common Share
As reported.................................................................. $ 0.73 $ 0.54
============= =============
Pro Forma.................................................................... $ 0.73 $ 0.54
============= =============
9
FLORIDA COMMUNITY BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
Note G - Stock-Based Compensation - continued
The following information relates to options outstanding under the plan at March
31, 2004.
Weighted
Number of Average Number of
Options Expiration Contractual Options
Outstanding Date Life Exercisable
------------- ---------- ------------ ------------
10/25/01 Options with an Exercise
Price of $12.50...................................... 66,240 10/25/11 7.57 39,744
01/17/03 Options with an Exercise
Price of $16.67...................................... 7,200 01/17/13 8.81 2,880
12/22/03 Options with an Exercise
Price of $24.00...................................... 14,000 12/22/13 9.73 --
-------------- -----------
Total................................................ 87,440 8.01 42,624
============== ===========
The following table presents the activity in the plan for the three months ended
March 31, 2004 and 2003:
Three Months Ended March 31,
------------------------------------------------------------
2004 2003
----------------------------- -----------------------------
Weighted Weighted
Average Average
Shares Price Shares Price
-------------- ------------- ------------- --------------
Outstanding at January 1,............................ 87,440 $ 14.68 66,240 $ 12.50
Granted.............................................. -- 0.00 7,200 16.67
Forfeited............................................ -- 0.00 -- 0.00
Expired.............................................. -- 0.00 -- 0.00
-------------- -------------
Outstanding at March 31,............................. 87,440 14.68 73,440 12.91
============== =============
Exercisable at March 31,............................. 42,624 12.78 26,496 12.50
Note H - Commitments and Contingencies
In the normal course of business the Company enters into commitments to extend
credit, which are agreements to lend to customers as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses and generally require a
payment of fees. Since many of the commitments are expected to expire without
being drawn upon, the total amounts do not necessarily represent expected future
cash flows.
Standby letters of credit are commitments issued by the Company to guarantee the
performance of a customer to a third party. These guarantees are primarily
issued to support public and private borrowing arrangements, including
commercial paper, bond financing and similar transactions, and expire in
decreasing amounts with terms ranging from one to four years. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers.
10
FLORIDA COMMUNITY BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
The following represents the Company's commitments to extend credit and standby
letters of credit as of March 31, 2004 and December 31, 2003:
March 31, December 31,
---------------- -----------------
2004 2003
---------------- -----------------
Commitments to extend credit................................................. $ 121,240,000 $ 99,186,000
Standby and commercial letters of credit..................................... 4,488,000 3,810,000
---------------- -----------------
Total commitments and contingencies.......................................... $ 125,728,000 $ 102,996,000
================ =================
Note I - Subsequent Events
On April 22, 2004 the Board of Directors declared a dividend payable on June 1,
2004, of $0.25 per share, to all shareholders of record as of May 20, 2004.
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11
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
This discussion is intended to assist an understanding of the Company's
financial condition and results of operations. This analysis should be read in
conjunction with the consolidated financial statements and related notes
appearing in Item 1 of the March 31, 2004, Form 10-Q, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 2003.
Forward-Looking Information
Certain statements contained in this Quarterly Report on Form 10-Q, which are
not historical facts, are forward-looking in nature and relate to trends and
events that may affect the Company's future financial position and operating
results. In addition, the Company, through its senior management, from time to
time makes forward-looking public statements concerning its expected future
operations and performance and other developments. All forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The terms "expect," "anticipates,"
"intend" and "project" and similar words or expression are intended to identify
forward-looking statements. In addition to risks and uncertainties that may
affect operations, performance, growth projections and the results of the
Company's business, which include, but are not limited to, fluctuations in the
economy, the relative strength and weakness in the commercial and consumer
sector and in the real estate market, the actions taken by the Federal Reserve
Board for the purpose of managing the economy, interest rate movements, the
impact of competitive products, services and pricing, timely development by the
Company of technology enhancements for its products and operating systems,
legislation and similar matters, the Company's future operations, performance,
growth projections and results will depend on its ability to respond to the
challenges associated with a weakening economy, particularly in real estate
development, which is prominent in the Company's primary market. Although
management of the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Prospective investors are cautioned that
any such forward-looking statements are not guaranties of future performance,
involve risks and uncertainties, and that actual results may differ materially
from those contemplated by such forward-looking statements. The Company makes no
commitment to update any forward-looking statement or to disclose any facts,
events or circumstances that may affect the accuracy of any forward-looking
statement.
FINANCIAL CONDITION
March 31, 2004 compared to December 31, 2003
The Bank continued its operations concentrating in the origination of loans in
southwestern Florida. As discussed more fully below, the most significant change
in earning assets was represented by loan growth during the first quarter of
2004. No significant changes in operating goals or policies occurred during the
first quarter of 2004.
12
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Loans
Loans comprised the largest single category of the Bank's earning assets on
March 31, 2004. Loans, net of unearned income and reserve for loan losses,
totaled 81.1% of total assets at March 31, 2004, compared to 83.3% of total
assets at December 31, 2003. During the quarter, loans increased approximately
$16 million, a significant increase in the growth rate that the Company has
experienced over the past two years. The Company originated approximately $95
million in loans or lines of credit during the first quarter of 2004. In
contrast, during the first quarter of 2003, the Company originated approximately
$42 million in loans or lines of credit. The higher loan origination activity
occurred because loan demand increased in the Company's primary market area,
likely stimulated by lower level of interest rates on loans. Should interest
rates increase in future periods, loan demand may slow.
Investment Securities and Other Earning Assets
The investment securities portfolio is used to provide a source of liquidity, to
serve as collateral for borrowings and to secure certain government deposits.
Federal funds sold are the most liquid earning asset and is used to manage the
daily cash position of the Bank. Investment securities and other short-term
investments increased $24.3 million during the first quarter of 2004 as
certificates of deposits increased $24.6 million, with more modest increases in
other deposit categories.
Asset Quality
From December 31, 2003 to March 31, 2004, the Bank's asset quality remained
satisfactory as measured by three key ratios. The ratio of loan loss allowance
to total nonperforming assets (defined as nonaccrual loans, loans past due 90
days or greater, restructured loans, nonaccruing securities, and other real
estate) improved from 47.0% to 105.9%. The percentage of nonperforming assets to
total assets improved from 3.27% to 1.40%, and the percentage of nonperforming
loans to total loans improved from 3.93% to 1.75%. These ratios were affected by
a $9.2 million decrease in nonperforming loans during the first quarter of 2004.
During the past three months, nonperforming loans have decreased significantly,
due primarily to principal and interest payments on nonperforming loans made by
borrowers from the proceeds of collateral sales. In response to the decrease in
nonperforming loans, the allowance for loan losses was not increased
significantly. As a percent of loans the allowance was 1.84% at December 31,
2003, and 1.86% at March 31, 2004.
During the first quarter of 2004, recoveries on loans previously charged-off
exceeded the amount of loans charged-off by $52 thousand.
Deposits
Total deposits of $466.6 million at March 31, 2004, represented an increase of
$43.3 million (10.2%) from total deposits of $423.3 million at year-end 2003.
The increase was attributable to growth in non-interest bearing deposits and
certificates of deposit. At March 31, 2004, brokered certificates of deposit
totaled approximately $129.8 million and Internet certificates of deposit
totaled approximately $8.1 million.
13
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Shareholders' Equity
Shareholders' equity increased $3.3 million from December 31, 2003 to March 31,
2004, due to retention of earnings ($2.8 million) and sale of 18,743 shares of
common stock to the Employee Stock Ownership Plan ($435 thousand) during the
first quarter of 2004. On March 31, 2004, the Company and the Bank exceeded the
regulatory minimums and qualified as well-capitalized under the regulations of
the Federal Reserve System, the State of Florida, and the FDIC.
Liquidity Management
Liquidity is defined as the ability of a company to convert assets (by
liquidating or pledging for borrowings) into cash or cash equivalents without
significant loss. Liquidity management involves maintaining the Bank's ability
to meet the day-to-day cash flow requirements of its customers, whether they are
depositors wishing to withdraw funds or borrowers requiring funds to meet their
credit needs. Without proper liquidity management, the Bank would not be able to
perform the primary function of a financial intermediary and would, therefore,
not be able to meet the production and growth needs of the communities it
serves.
The primary function of asset and liability management is not only to ensure
adequate liquidity in order for the Bank to meet the needs of its customer base,
but to maintain an appropriate balance between interest-sensitive assets and
interest-sensitive liabilities so that the Bank can also meet the investment
requirements of its shareholders. Daily monitoring of the sources and uses of
funds is necessary to maintain an acceptable position that meets both
requirements. To the Bank, both assets and liabilities are considered sources of
liquidity funding and both are, therefore, monitored on a daily basis.
The asset portion of the balance sheet provides liquidity primarily through loan
principal repayments and maturities or principal repayments of investment
securities. Loans that mature in one year or less, equaled approximately $156.3
million at March 31, 2004, and there are approximately $5.4 million of
investment securities interest and principal payments expected within one year.
The liability portion of the balance sheet provides liquidity through deposits
to various customers' interest-bearing and noninterest-bearing deposit accounts,
brokered and Internet certificated of deposit. At March 31, 2004, funds also
were available through the purchase of federal funds from correspondent
commercial banks from available lines of up to an aggregate of $41.5 million and
credit availability at the Federal Home Loan Bank of up to 15% of assets
(approximately $85 million) of which $45 million is available and unused. At
March 31, 2004, the bank had unused collateral totaling approximately $24.2
million, thus limiting the advances potentially available to that amount.
Capital Resources
A strong capital position is vital to the continued profitability of the Bank
because it promotes depositor and investor confidence and provides a solid
foundation for future growth of the organization. The Bank has provided a
significant portion of its capital requirements through the retention of
earnings.
Bank regulatory authorities are placing increased emphasis on the maintenance of
adequate capital. In 1990, new risk-based capital requirements became effective.
The guidelines take into consideration risk
14
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
factors, as defined by regulators, associated with various categories of assets,
both on and off the balance sheet. Under the guidelines, capital strength is
measured in two tiers, which are used in conjunction with risk-adjusted assets
to determine the risk-based capital ratios. The Company's Tier I capital, which
consists of common equity less goodwill plus qualifying Trust Preferred
securities issued, amounted to $55.3 million at March 31, 2004. Tier II capital
components include supplemental capital components such as qualifying allowance
for loan losses and qualifying subordinated debt. Tier I capital plus the Tier
II capital components are referred to as Total Risk-Based capital and was $61.8
million at March 31, 2004.
The Bank's current capital positions also exceed the regulatory guidelines.
Management has reviewed and will continue to monitor the Bank's asset mix and
product pricing, and the loan loss allowance, which are the areas determined to
be most affected by these new requirements.
RESULTS OF OPERATIONS
Three months ended March 31, 2004 and 2003
Summary
Net earnings of the Company for the three months ended March 31, 2004, totaled
$2,785,380 compared to $2,028,680 for the same period in 2003, representing a
37.3% increase. The increase was due principally to the increased interest
income ($753 thousand) and lower interest expense ($647 thousand), partially
offset by higher operating expenses ($290 thousand). As explained more fully
below, the increase in interest income was due to an increase in both rates and
average volume of loans while the decrease in interest expense was caused by
higher volume more than offset by lower rates on interest-bearing deposits.
Net Interest Income
Net interest income, the difference between interest earned on assets and the
cost of interest-bearing liabilities, is the largest component of the Company's
net income. Net interest income during the three months ended March 31, 2004,
increased $1.4 million (27.7%) from the same period in 2003. This increased was
due primarily to higher loan interest and lower deposit interest. Both loans and
deposits experienced increased volume. Earning assets averaged $507.0 million
during the first quarter of 2004 compared to $482.0 million in 2003, with the
increase due to higher loan and federal funds sold volume. Average
interest-bearing liabilities increased from $405.7 million during the first
quarter of 2003 to $407.0 million during the same period in 2004. Interest
bearing checking accounts (money market and NOW accounts) averaged $11.5 million
higher in 2004 compared to the first quarter of 2003 reflecting an increase of
11.7%, as did average certificates of deposit (up $12.8 million) increasing
5.7%.
The Bank was in an interest sensitive position during 2003 and 2002 with a
larger dollar amount of interest-earning assets subject to repricing than
interest-bearing liabilities. Therefore, during 2002 when rates were generally
declining, the Bank's loan and investment portfolios rapidly repriced at lower
rates. By the first quarter of 2003 through the first quarter of 2004,
significant rate declines on deposits continued while the rate declines on
earning assets began to slow. The net effect was an increase in the net interest
margin from 4.64% in first quarter of 2003 to 5.15% in 2004.
15
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Provision for Loan Losses
The provision for loan losses represents the charge against current earnings
necessary to maintain the reserve for loan losses at a level which management
considers appropriate. This level is determined based upon the Bank's historical
charge-offs, management's assessment of current economic conditions, the
composition of the loan portfolio and the levels of nonaccruing and past due
loans. The provision for loan losses was $300,000 for the three months ended
March 31, 2004 and March 31, 2003, respectively. Recoveries exceeded charge-offs
by approximately $52 thousand and $103 thousand for the three months ended March
31, 2004 and 2003, respectively. The reserve for loan losses as a percent of
outstanding loans, net of unearned income, was 1.86% at March 31, 2004, compared
to 1.84% at year-end 2003.
Noninterest Income
Noninterest income for the three months ended March 31, 2004, was $727,001
compared to $626,482 for the same period of 2003, an increase of 16.0%. The
increase was primarily due to an increase in customer service fees of $65
thousand. During 2004, the Bank earned increased fees for cash provided to
customers and for certain services due primarily to volume.
Noninterest Expenses
Noninterest expenses for the three months ended March 31, 2004, totaled
$2,847,798 reflecting an 11.4% increase from the same period of 2003. The
primary components of noninterest expenses are salaries and employee benefits,
which increased $210 thousand for the three months ended March 31, 2004,
compared to the same period in 2003, caused by additional branch and mortgage
brokerage staff members.
Income Taxes
The provision for income taxes of $1,679,690 for the three months ended March
31, 2004, increased $453 thousand compared to the same period of 2003, due to
higher pre-tax income. The effective tax rate for both periods is more than the
statutory federal rate principally because of state income taxes, net of the
federal tax benefit.
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16
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Other Accounting Issues
In December 2003, the AICPA issued Statement of Position ("SOP") 03-3,
Accounting for Certain Loans or Debt Securities Acquired in a Transfer. The SOP
addresses accounting for differences between contractual cash flows and cash
flows expected to be collected from an investor's initial investment in loans or
debt securities (loans) acquired in a transfer if those differences are
attributable, at least in part, to credit quality. It includes loans acquired in
business combinations and applies to all nongovernmental entities, including
not-for-profit organizations. The SOP does not apply to loans originated by the
entity. The SOP is effective for loans acquired in fiscal years beginning after
December 15, 2004. Management does not expect the adoption of SOP 03-3 to have a
significant impact on the Company's financial statements.
In December 2003, the AICPA issued Statement of Position ("SOP") 03-4, Reporting
Financial Highlights and Schedule of Investments by Nonregistered Investment
Partnerships: An Amendment to SOP 95-2, Financial Reporting By Nonpublic
Investment Partnerships. The SOP will provide guidance on reporting financial
highlights and schedule of investments by nonregistered investments
partnerships. The SOP is effective for annual financial statements issued for
fiscal years ending after December 15, 2003, and for interim financial
statements issued after initial application. However, the provisions that
require certain nonregistered investment partnerships to compute and disclose
internal rate of return would be effective for annual financial statements
issues for fiscal years beginning after December 15, 2003. The management of the
Company is still assessing this statement but does not anticipate the adoption
of SOP 03-4 will have a significant impact on the Company's financial
statements.
In March 2004, the SEC issued Staff Accounting Bulletin ("SAB") 105, Application
of Accounting Principles to Loan Commitments to inform registrants of the fair
value of the recorded loan commitments, that are required to follow derivative
accounting under SFAS 133, Accounting for Derivative Instruments and Hedging
Activities. This SAB also requires the registrant to disclose their accounting
policy for loan commitments pursuant to APB No. 22, including methods and
assumptions used to estimate fair market value and any associated hedging
strategies, as required by SFAS 107. The provisions of this statement are
effective for loan commitments accounted for as derivatives that are entered
into after March 31, 2004. Management does not expect the adoption of SAB 105 to
have a significant impact on the Company's financial statements.
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17
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk arising from adverse changes in the fair value of
financial instruments due to a change in interest rates, exchange rates and
equity prices. The Bank's primary market risk arises from the possibility that
interest rates may change significantly and affect the fair value of the Bank's
financial instruments (also known as interest rate risk).
The primary objective of Asset/Liability Management at the Bank is to manage
interest rate risk and achieve reasonable stability in net interest income
throughout interest rate cycles. This is achieved by maintaining a reasonable
balance between rate sensitive earning assets and rate sensitive
interest-bearing liabilities. The amount invested in rate sensitive earning
assets compared to the amount of rate sensitive liabilities issued are the
principal factors in projecting the effect that fluctuating interest rates will
have on future net interest income and the fair value of financial instruments.
Rate sensitive earning assets and interest-bearing liabilities are those that
can be re-priced to current market rates within a given time period. Management
monitors the rate sensitivity of all interest earning assets and interest
bearing liabilities, but places particular emphasis on the upcoming year. The
Bank's Asset/Liability Management policy requires risk assessment relative to
interest pricing and related terms and places limits on the risk to be assumed
by the Bank.
The Bank uses several tools to monitor and manage interest rate sensitivity. One
of the primary tools is simulation analysis. Simulation analysis is a method of
estimating the fair value of financial instruments, the earnings at risk, and
capital at risk under varying interest rate conditions. Simulation analysis is
used to estimate the sensitivity of the Bank's net interest income and
stockholders' equity to changes in interest rates. Simulation analysis accounts
for the expected timing and magnitude of assets and liability cash flows as
interest rates change, as well as the expected timing and magnitude of deposit
flows and rate changes whether or not these deposits re-price on a contractual
basis. In addition, simulation analysis includes adjustments for the lag between
movements in market interest rates on loans and interest-bearing deposits. These
adjustments are made to reflect more accurately possible future cash flows,
re-pricing behavior and ultimately net interest income.
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18
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
As of March 31, 2004, the Bank's simulation analysis indicated that the Bank is
at greatest risk in a decreasing interest rate environment. The table that
follows depicts the results of the simulation assuming one and two percent
decreases and increases in market interest rates.
Estimated Fair Value of Financial Instruments
----------------------------------------------------------------
Down Up Down Up
1 Percent 1 Percent 2 Percent 2 Percent
------------ ------------- ------------- --------------
Dollars in Thousands
Interest Earning Assets:
Loans......................................... $ 452,210 $ 444,366 $ 455,549 $ 440,020
Deposits in banks............................. 1,309 1,293 1,317 1,285
Federal funds sold............................ 37,611 37,611 37,611 37,611
Securities.................................... 35,196 33,824 35,738 32,937
------------ ------------- ------------- --------------
Total Interest Earning Assets............... 526,326 517,094 530,215 511,853
------------ ------------- ------------- --------------
Interest Bearing Liabilities:
Deposits - Savings and demand................. 146,152 144,360 147,048 143,464
Deposits - Time............................... 239,639 233,629 242,644 230,624
Other borrowings.............................. 41,062 38,937 42,125 37,785
------------ ------------- ------------- --------------
Total Rate Sensitive Liabilities............ 426,853 416,926 431,817 411,873
------------ ------------- ------------- --------------
Net Difference in Fair Value..................... $ 99,473 $ 100,168 $ 98,398 $ 99,980
============ ============= ============= ==============
Change in Net Interest Income.................... $ (415) $ 304 $ (805) $ 573
============ ============= ============= ==============
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
The Company has evaluated the effectiveness of its disclosure controls and
procedures pursuant to Securities Exchange Act Rule 13a-15. The evaluation was
performed under the supervision and with the participation of management,
including the chief executive officer and the chief financial officer, within 90
days prior to the date of the filing of this quarterly report. Based on this
evaluation, the chief executive officer and chief financial officer have
concluded that the disclosure controls and procedures are effective in ensuring
that all material information required to be disclosed in this quarterly report
has been communicated to them in a manner appropriate to allow timely decisions
regarding required disclosure.
Changes in internal controls
Subsequent to the date of their evaluation, there were no significant changes in
internal controls or other factors that could significantly affect internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
19
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
PART 2 - Other Information
Item 1 - Legal Proceedings
In the ordinary course of business, the Company is subject to legal proceedings,
which involve claims for substantial monetary relief. However, based upon the
advice of legal counsel, management is of the opinion that any legal
proceedings, individually or in the aggregate, will not have a material adverse
effect on the Company's financial condition or results of operations.
Item 6 - Exhibits and Reports on Form 8-K
Exhibit No. Exhibit Page
- --------- ---------------------------------------------------------------------- ------
(a) Financial Statements, Financial Schedules and Exhibits.
3.1 Articles of Incorporation of FCBI (included as Exhibit 3.1 to FCBI's
Registration Statement on Form 8-A filed with the SEC on April 15,
2002, and incorporated herein by reference).
3.2 By-laws of FCBI (included as Exhibit 3.2 to FCBI's Registration
Statement on Form 8-A filed with the SEC on April 15, 2002, and
incorporated herein by reference).
4.1 Subordinated Promissory Note dated December 24, 2001, between Florida
Community Bank and Independent Bankers Bank of Florida (included as
Exhibit 4.1 to the Bank's Form 10-KSB for the year ended December 31,
2003, and incorporated herein by reference).
4.2 Specimen Common Stock Certificate of FCBI (included as Exhibit 4.1 to
FCBI's Registration Statement on Form 8-A filed with the SEC on April
15, 2002, and incorporated herein by reference).
10.1 Employment agreement with Thomas S. Junker dated December 9, 1997
(included as Exhibit 10.1 to the Bank's Registration Statement on Form
10-SB-A for the year ended December 31, 1998, and incorporated herein
by reference).
10.2 2002 Key Employee Stock Compensation Program of FCBI (included as
Appendix D to the Bank's Definitive Schedule 14-A filed with the FDIC
on March 22, 2002, and incorporated herein by reference).
10.3 Amended and Restated Trust Agreement among Florida Community Banks,
Inc. as depositor, Wilmington Trust Company as property trustee,
Wilmington Trust Company, as Delaware trustee, and Stephen L. Price,
and Thomas V. Ogletree as administrators, dated as of June 21, 2002
(included as Exhibit 10.3 to the Company's Form 10-Q for the quarter
ended June 30, 2002, and incorporated herein by reference).
20
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Exhibit No. Exhibit Page
- --------- ---------------------------------------------------------------------- ------
10.4 Guarantee Agreement between Florida Community Banks, Inc. as
guarantor, and Wilmington Trust Company as guarantee trustee, dated as
of June 21, 2002 (included as Exhibit 10.4 to the Company's Form 10-Q
for the quarter ended June 30, 2002, and incorporated herein by
reference).
10.5 Junior Subordinated Indenture between Florida Community Banks, Inc.
(as Company) and Wilmington Trust Company (as trustee), dated as of
June 21, 2002 (included as Exhibit 10.5 to the Company's Form 10-Q for
the quarter ended June 30, 2002, and incorporated herein by
reference).
10.6 Term Loan Agreement between Florida Community Banks, Inc. and The
Bankers Bank, Atlanta, Georgia, dated June 13, 2002 (included as
Exhibit 10.6 to the Company's Form 10-Q for the quarter ended June 30,
2002, and incorporated herein by reference).
10.7 Employee Stock Ownership Plan (included as Exhibit 10.5 to the
Company's Form S-8 filed May 6, 2004.
11 Statement re: computation of earnings per common share 23
14 Code of Ethics (included as Exhibit 99.1 to the Company's Form 8-K
filed on March 3, 2003, and incorporated herein by reference.)
31.1 Chief Executive Officer - Certification of principal executive officer
pursuant to the Exchange Act Rule 13(a)-14(a) or 15(d)-14(a). 24
31.2 Chief Financial Officer - Certification of principal financial officer
pursuant to the Exchange Act Rule 13(a)-14(a) or 15(d)-14(a). 25
32.1 Chief Executive Officer - Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. 26
32.2 Chief Financial Officer - Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. 26
(b) Reports on Form 8-K
On January 21, 2004 Florida Community Banks, Inc. filed a current report on
Form 8-K in which it furnished a press release announcing its financial
results for the year-ended December 31, 2004, pursuant to Item 12 -
Disclosure of Results of Operations and Financial Condition in accordance
with Guidelines issued by the Securities and Exchange Commission in Release
33-8216. A copy of this press release, dated January 21, 2004, was attached
as an exhibit to the current report on Form 8-K.
21
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
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.
FLORIDA COMMUNITY BANKS, INC.
By: /s/ Stephen L. Price May 14, 2004
------------------------------------- ---------------------
Stephen L. Price Date
President and Chief Executive Officer
By: /s/ Thomas V. Ogletree May 14, 2004
------------------------------------- ---------------------
Thomas V. Ogletree Date
Chief Financial Officer
22
FLORIDA COMMUNITY BANKS, INC.
March 31, 2004
Exhibit 11 - Statements Re: Computation of Per Share Earnings
FLORIDA COMMUNITY BANKS, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
The following tabulation presents the calculation of basic and diluted earnings
per common share for the three-month periods ended March 31, 2004 and 2003.
Average shares outstanding have been retroactively adjusted on an equivalent
share basis for the stock split as discussed in the notes to the consolidated
financial statements.
Three Months
Ended March 31
-------------------------------
2004 2003
------------- --------------
Basic Earnings Per Share:
Net income................................................................... $ 2,785,380 $ 2,028,680
============= ==============
Earnings on common shares.................................................... $ 2,785,380 $ 2,028,680
============= ==============
Weighted average common shares
outstanding - basic........................................................ 3,756,086 3,747,641
============= ==============
Basic earnings per common share.............................................. $ 0.74 $ 0.54
============= ==============
Diluted Earnings Per Share:
Net income................................................................... $ 2,785,380 $ 2,028,680
============= ==============
Earnings on common shares.................................................... $ 2,785,380 $ 2,028,680
============= ==============
Weighted average common shares
outstanding - diluted...................................................... 3,791,733 3,775,146
============= ==============
Diluted earnings per common share............................................ $ 0.73 $ 0.54
============= ==============
23
EXIHIBIT 31.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
I, Stephen L. Price, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Florida Community
Banks, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant, as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
first quarter that has materially affected or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 14, 2004 By: /s/ Stephen L. Price
----------------------------------------------------
Stephen L. Price, President, Chief Executive Officer
and Chairman of the Board of Directors
24
EXIHIBIT 31.2
CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
I, Thomas V. Ogletree, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Florida Community
Banks, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant, as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
first quarter that has materially affected or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 14, 2004 By: /s/ Thomas V. Ogletree
----------------------------------------------------
Thomas V. Ogletree
Chief Financial Officer
25
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with Florida Community Banks, Inc.'s ("Company") Quarterly Report
on Form 10-Q for the period ended March 31, 2004 ("Report"), each of the
undersigned certify that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: May 14, 2004 By: /s/ Stephen L. Price
-------------------------------------
Stephen L. Price
President and Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with Florida Community Banks, Inc.'s ("Company") Quarterly on Form
10-Q for the period ended March 31, 2004 ("Report"), each of the undersigned
certify that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: May 14, 2004 By: /s/ Thomas V. Ogletree
-------------------------------------
Thomas V. Ogletree
Chief Financial Officer
26