Bankflorida Offering Circular.Pdf
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Subject to Completion, dated January 30, 2019 PRELIMINARY OFFERING CIRCULAR 4,200,000 Shares ese securities and is Common Stock This is an initial public offering of shares of common stock of BankFlorida, a Florida state-chartered community bank (the “Bank”) (formerly FirstCity Bank of Commerce). We are offering 4,200,000 shares of our common stock, par value $1.00 per share. Prior to this offering, there has been no public market for our common stock. We currently estimate that the public offering price per share of our common stock will be between $9.50 and $10.50 per share. Our common stock has been approved for listing on the Nasdaq Capital Market under the symbol “BFL,” subject to official notice of issuance. Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 18 of this document. Shares of our common stock are not savings accounts, deposits or other obligations of any bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are subject to investment risks, including the possible loss of the entire amount you invest. These securities have not been approved or disapproved by the Federal Deposit Insurance Corporation, the Securities and Exchange Commission nor any other regulatory body, nor has the Federal Deposit Insurance Corporation, the Securities and Exchange Commission nor any other regulatory body passed upon the adequacy or accuracy of this offering circular. Any representation to the contrary is unlawful. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as a result, have elected to take advantage of certain reduced public company reporting and disclosure requirements in this offering circular. No registration statement covering the offer and sale of the Bank’s common stock has been or will be filed with the Securities and Exchange Commission, the Florida Division of Securities or any other state securities regulator. The distribution of this offering circular and the offering of the shares in certain jurisdictions outside the United States may be restricted by law. Per Share Total Initial public offering price ................................ $ $ Underwriting discounts(1) .................................. $ $ Proceeds to us, before expenses(1)(2) ......................... $ $ (1) The per share and total underwriting discounts and the proceeds amounts in the table above do not give effect to the fact that no underwriting discounts will be paid with respect to up to 200,000 shares of common stock to be sold pursuant to the directed share program. (2) For all fees and expenses paid to the underwriters in this offering, see “Underwriting” in this offering circular. The underwriters may also exercise their option to purchase up to an additional 630,000 shares of our common stock from us at the public offering price less the underwriting discount, for 30 days after the date of this offering circular. The shares of common stock in this offering will be ready for delivery on or about , 2019. B. Riley FBR Hovde Group, LLC not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information in this preliminary offering circular is not complete and may be changed. This preliminary offering circular is not an offer to sell th The date of this offering circular is , 2019. TABLE OF CONTENTS ABOUT THIS OFFERING CIRCULAR ..................................................... i INDUSTRY AND MARKET DATA ........................................................ ii IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY ............................ ii OFFERING CIRCULAR SUMMARY ....................................................... 1 THE OFFERING ........................................................................ 16 RISK FACTORS ........................................................................ 18 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................... 36 USE OF PROCEEDS .................................................................... 38 DIVIDEND POLICY .................................................................... 38 CAPITALIZATION ..................................................................... 39 DILUTION ............................................................................ 40 SELECTED HISTORICAL FINANCIAL INFORMATION ...................................... 42 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................... 44 BUSINESS ............................................................................ 58 SUPERVISION AND REGULATION ....................................................... 71 MANAGEMENT ....................................................................... 83 EXECUTIVE COMPENSATION .......................................................... 89 PRINCIPAL STOCKHOLDERS ........................................................... 94 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ........................ 96 DESCRIPTION OF CAPITAL STOCK ...................................................... 97 UNDERWRITING ...................................................................... 100 SHARES ELIGIBLE FOR FUTURE SALE .................................................. 105 CHANGE IN ACCOUNTANTS ........................................................... 105 LEGAL MATTERS ..................................................................... 106 EXPERTS ............................................................................. 106 WHERE YOU CAN FIND MORE INFORMATION ........................................... 106 INDEX TO FINANCIAL STATEMENTS .................................................... F-1 You should rely only on the information contained in this offering circular and any supplement or addendum that may be provided to you. Neither the Bank nor any of the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this offering circular and any supplement or addendum is accurate only as of the date thereof, regardless of the time of delivery of this offering circular or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. ABOUT THIS OFFERING CIRCULAR Unless we state otherwise or the context otherwise requires, references in this offering circular to “we,” “us,” “our,” “BankFlorida,” the “Bank” refer to BankFlorida (formerly FirstCity Bank of Commerce). References to our “common stock” refer to our common stock, par value $1.00 per share. Unless otherwise expressly stated or the context otherwise requires, all information in this offering circular assumes that the underwriters will not exercise their option to purchase additional shares of common stock from us. i INDUSTRY AND MARKET DATA The market data and other statistical information used throughout this offering circular are based on independent industry sources and publications. Some data is also based on our good faith estimates, which are derived from our review of internal surveys, as well as independent industry publications, government publications, reports by market research firms or other published independent sources. None of the independent industry publications referred to in this offering circular was prepared on our or our affiliates’ behalf or at our expense, and we have not independently verified the data or information obtained from these sources. Forward- looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding other forward-looking statements in this offering circular. IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company: • we may present only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations; • we may present less than five years of selected historical financial information; • we are exempt from the requirements to obtain an attestation and report from our auditors on management’s assessment of our internal control over financial reporting under the Sarbanes- Oxley Act of 2002, or the Sarbanes-Oxley Act; • we are permitted to provide less extensive disclosure about our executive compensation arrangements; and • we are not required to give our stockholders non-binding advisory votes on our executive compensation or golden parachute payments. We have elected to take advantage of the scaled disclosure requirements and other relief described above in this offering circular and may take advantage of these exemptions for so long as we remain an emerging growth company. We will remain an emerging growth company until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion,