10-Q 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Futurus Financial Services, Inc. -------------------------------- (Exact name of registrant as specified in its charter) Georgia 6711 58-2485661 ------------------------- -------------------------- -------------------- (State of Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Classification Code Number) Identification No.) organization) 281 South Main Street, Suite 105A Alpharetta, Georgia 30004 --------------------------------- ----------------------- (Address of principal executive (Zip Code) offices) 770-667-7899 ------------ (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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO XX -- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 803,030 shares of common stock, no par value per share were as issued and outstanding as of May 10, 2001. Transitional Small Business Disclosure Format (check one): YES NO XX -- FUTURUS FINANCIAL SERVICES, INC. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The financial statements of Futurus Financial Services, Inc. (the "Company") are set forth in the following pages. -2-

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-5- FUTURUS FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE CORPORATION) NOTES TO FINANCIAL STATEMENTS (1) ORGANIZATION ------------ Futurus Financial Services, Inc. (the "Company") was incorporated for the purpose of becoming a bank holding company. The Company intends to acquire 100% of the outstanding common stock of Futurus Bank, N.A. (In Organization) (the "Bank"), which will operate in northern Fulton County in the metropolitan Atlanta, Georgia area. The organizers of the Bank filed a joint application to charter the Bank with the Office of the Comptroller of Currency and the Federal Deposit Insurance Corporation on October 15, 1999. The Bank received final approval on May 1, 2001 and opened for business on May 2, 2001. Operations through March 31, 2001 relate primarily to expenditures by the organizers for incorporating and organizing the Company. All expenditures by the organizers are considered expenditures of the Company. The Company has raised $8,030,300 through an offering of its common stock at $10 per share, of which $7,500,000 will be used to capitalize the Bank. The organizers and directors have subscribed for $4,727,020 of the Company's stock. In connection with the Company's formation and initial offering, warrants to purchase shares of common stock at $10.00 per share will be issued to the organizers. We intend to issue warrants to the organizers to purchase an aggregate number of shares equal to 22% of the number of shares sold in the offering, up to a maximum of 241,200 shares. We will allocate the aggregate number of shares subject to the warrants to the organizers on a pro rata basis based upon the number of shares each organizer purchases in the offering as it relates to the total number of shares purchased in the offering by all organizers. The warrants are exercisable on each of the three succeeding anniversaries of the date of the close of the initial offering at the initial offering price of $10.00 per share and expire ten years after the date of grant. The Company also intends to reserve 110,000 shares for the issuance of options under an employee incentive stock option plan. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ---------------------------------------------- ORGANIZATION COSTS Costs incurred for the organization of the Company and the Bank (consisting principally of legal, accounting, consulting and incorporation fees) are being expensed as incurred. DEFERRED OFFERING EXPENSES Costs incurred in connection with the stock offering, consisting of direct, incremental costs of the offering, are being deferred and will be offset against the proceeds of the stock sale as a charge to additional paid in capital. PRE-OPENING EXPENSES Costs incurred for overhead and other operating expenses are included in the current period's operating results. PROFORMA NET LOSS PER COMMON SHARE Proforma net loss per common share is calculated by dividing net loss by the number of common shares subscribed (803,030). The proforma net loss per share for the three months ended March 31, 2001 was $.24 with a cumulative net loss per share from inception to March 31, 2001of $1.29. (3) PREFERRED STOCK ---------------- Shares of preferred stock may be issued from time to time in one or more series as established by resolution of the Board of Directors of the Company. Each resolution shall include the number of shares issued, preferences, special rights and limitations as determined by the Board. -6- FUTURUS FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE CORPORATION) NOTES TO FINANCIAL STATEMENTS, CONTINUED ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Since its inception on August 12, 1999, the Company's principal activities have been related to its organization, the conducting of its initial public offering, and the pursuit of approvals from the Office of the Comptroller of the Currency (the "OCC") and Federal Deposit Insurance Corporation (the "FDIC") of its application to charter a bank. The OCC and FDIC granted preliminary approval of the application on February 14, 2000 and April 18, 2000, respectively. Final approval was granted on May 1, 2001 and the Bank opened for business on May 2, 2001. At March 31, 2001, the Company had total assets of $8,629,778. These assets consisted principally of restricted cash of $7,976,782, premises and equipment of $286,541, deferred offering expenses of $245,786 and cash of $27,729. The Company's liabilities at March 31, 2001 were $9,663,838, consisting of subscribers' deposits of $7,976,782, advances under a line of credit from a bank of $1,439,043, advances from organizers of $220,000 and accounts payable and accrued expenses of $28,013. The Company had a stockholder's deficit of $1,034,070 at March 31, 2001. The Company had a net loss of $193,318 for the three months ended March 31, 2001, and $1,034,070 cumulatively from inception through March 31, 2001, or a pro forma net loss of $.24 per share for the three months ended March 31, 2001 and $1.29 per share cumulatively since inception (assuming the subscribed number of shares in the offering 803,030 were outstanding during the entire period). This loss resulted from expenses incurred in connection with activities related to the organization of the Bank. These activities included (without limitation) the preparation and filing of an application with the OCC and the FDIC to charter the Bank, responding to questions and providing additional information to the OCC and the FDIC in connection with the application process, preparing a Prospectus and filing a Registration Statement with the SEC, selling the common stock, meetings and discussions among various organizers regarding application and SEC filing information, target markets and capitalization issues, hiring qualified personnel to work for the Bank, conducting public relations activities on behalf of the Company, developing prospective business contacts for the Company, and taking other actions necessary for a successful Bank opening. Because the Company was in the organization stage, it had no operations from which to generate revenues. As of March 31, 2001, $8,030,300 had been raised in the Offering and used to capitalize the Company and to provide working capital. The Company believes this amount will be sufficient to fund the activities of the Bank in its initial stages of operations, and that the Bank will generate sufficient income from operations to fund its activities on an ongoing basis. For purposes of its charter application with the OCC, the organizers estimated that the Company's deficit when it opened would be approximately $1,160,000. The actual deficit was $1,117,000. The Company believes that income from the operations of the Bank will be sufficient to fund its activities on an ongoing basis; however, there can be no assurance that the Company will achieve any particular level of profitability. -7- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company is a party. ITEM 2. CHANGES IN SECURITIES (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) As of the period ended March 31,2001 for which this Form 10-QSB relates, no offering proceeds had been received by the Registrant. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibits are filed with or incorporated by reference into this Form 10-QSB pursuant to Item 601 of Regulation S-B: Exhibit No. Description ------ ----------- 3.1 Articles of Incorporation, as amended and restated* 3.2 Bylaws* 4.1 Specimen Common Stock Certificate* 4.2 See Exhibits 3.1 and 3.2 for provisions of the Articles of Incorporation and Bylaws defining rights of holders of Futurus Financial Services, Inc.'s common stock 10.1 Lease Agreement by and between Futurus Financial Services, Inc. and Pioneer Real Estate Development, Inc. dated March 9, 2000 and entered into on March 14, 2000 (permanent facility)* 10.2 Lease Agreement by and between Futurus Financial Services, Inc. and Daniel B. Cawart d/b/a Alpharetta Square Shopping Center dated February 15, 2000 (temporary facility)* 10.3 Promissory Note dated August 23, 1999 executed by Futurus Financial Services, Inc. and accepted by The Bankers Bank, Atlanta, Georgia, and form of Commercial Guaranty* 10.4 Form of Futurus Financial Services, Inc. Organizers' Warrant Agreement* 10.5 Futurus Financial Services, Inc. 2000 Stock Incentive Plan* 10.6 Project Development and Construction Agreement dated September 28, 1999 and accepted October 2, 1999 by and between Futurus Financial Services, Inc. and KDA Financial, Inc.* -8- 10.7 Project Agreement dated November 30, 1999 by and between Futurus Financial Services, Inc. and The Compass Group d/b/a Stern Marketing Group* 10.8 Amended and Restated Employment Agreement dated as of August 20, 2000 by and between Futurus Bank, N.A. (In Organization), Futurus Financial Services, Inc. and William M. Butler* 10.9 Form of Employment Agreement by and between Futurus Bank, N.A. (In Organization), Futurus Financial Services, Inc. and R. Wesley Fuller* 10.10 Form of Employment Agreement by and between Futurus Bank, N.A. (In Organization), Futurus Financial Services, Inc. and Suzanne T. Phipps* 10.11 Promissory Note dated February 11, 2000 executed by Futurus Financial Services, Inc. and accepted by The Bankers Bank, Atlanta, Georgia, and form of Commercial Guaranty* 10.12 Letter of Agreement dated March 14, 2000 by and between Futurus Financial Services, Inc. and KDA Financial, Inc.* 10.13 Project Agreement dated March 10, 2000 by and between Futurus Financial Services, Inc. and The Compass Group d/b/a Stern Marketing Group* 10.14 Promissory Note dated June 5, 2000 executed by Futurus Financial Services, Inc. and accepted by The Bankers Bank, Atlanta, Georgia, and form of Commercial Guaranty* 10.15 Form of Escrow Agreement* ______________ * Registrant hereby incorporates by reference to the exhibits of identical index number filed with, and made a part of, Registrant's Registration Statement on Form SB-2, as amended (File No. 333-30144). (b) Reports on form 8-K None. -9- SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FUTURUS FINANCIAL SERVICES, INC. Date: May 11, 2001 By: /s/ William M. Butler ----------------------------------------------- William M. Butler President, Chief Executive Officer and Director (Principal Executive Officer) By: /s/ R. Wesley Fuller ----------------------------------------------- R. Wesley Fuller Chief Financial Officer (Principal Financial and Accounting Officer) -10-

FUTURUS FINANCIAL SERVICES INC 10-Q