<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended September 30, 1996, or
[ ] 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 333-6581
St. Joseph Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 35-1977746
- ---------------------------------------------- ----------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
2015 Western Avenue
South Bend, Indiana 46629
- ---------------------------------------------- ----------------------
(Address of principal executive office) (ZIP code)
Registrant's telephone number, including area code: (219) 283-0773
---------------
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 [ ] No [X]
There were 1,265,000 shares of registrant's Common Stock, $.01 par value,
outstanding at September 30, 1996.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Issuer became subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 on September 4, 1996, the effective date of the issuer's
Form SB-2 Registration Statement.
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ST. JOSEPH CAPITAL CORPORATION
Index
<TABLE>
<CAPTION>
Page
Number
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<S> <C> <C>
PART I. Consolidated Financial Statements
Item l. Consolidated Financial Statements of St. Joseph Capital
Corporation
Consolidated Balance Sheets, September 30, 1996
and May 31, 1996 ............................................. 1
Consolidated Statements of Operations, Three Months
Ended September 30, 1996 and for the period from
February 29, 1996 (date of inception) to September 30, 1996 .. 2
Consolidated Statements of Changes in Stockholders'
Equity, Three Months Ended September 30, 1996 and
for the period from February 29, 1996 (date of inception)
to September 30, 1996 ........................................ 3
Consolidated Statements of Cash Flow, for the period
from February 29, 1996 (date of inception)
to September 30, 1996 ........................................ 4
Notes to Consolidated Financial Statements .................... 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................... 7-9
</TABLE>
PART II. Other Information
SIGNATURES
<PAGE> 3
ST. JOSEPH CAPITAL CORPORATION
BALANCE SHEETS
(Unaudited)
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<TABLE>
<CAPTION>
September 30, May 31,
1996 1996
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<S> <C> <C>
ASSETS
Cash and due from banks $ 12,986 $ 42,504
Interest bearing deposits in banks 1,505,720 201,538
Federal funds sold 500,000 -
------------- ---------
Total cash and cash equivalents 2,018,706 244,042
Securities available for sale 10,026,198 -
Premises and equipment, net 14,115 2,322
Other assets 22,482 -
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Total assets $ 12,081,501 $ 246,364
============= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and other liabilities $ 85,140 $ 76,704
Loans payable - 275,000
Accrued interest payable - 3,086
------------- ---------
Total liabilities 85,140 354,790
Stockholders' equity (deficit)
Preferred stock, $.01 par value, 100,000 authorized;
-0- shares issued and outstanding - -
Common stock, $.01 par value, 1,500,000 shares authorized;
issued and outstanding: September 30, 1996 - 1,265,000 shares;
May 31, 1996 - 100 shares 12,650 1
Additional paid-in capital 12,138,347 999
Retained deficit (154,835) (109,426)
Unrealized appreciation on securities available for sale,
net of tax 199 -
------------- ---------
Total stockholders' equity (deficit) 11,996,361 (108,426)
------------- ---------
Total liabilities and stockholders' equity (deficit) $ 12,081,501 $ 246,364
============= =========
</TABLE>
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See accompanying notes to financial statements.
1.
<PAGE> 4
ST. JOSEPH CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
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<TABLE>
<CAPTION>
Period From
February 29, 1996
Three Months (date of inception)
Ended through
September 30, September 30,
1996 1996
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<S> <C> <C>
Interest
Interest income $ 36,021 $ 38,168
Expenses
Salary and benefits expense 75,051 121,482
Interest expense 7,656 7,656
Professional fees 25,999 38,868
Other expenses 14,204 24,997
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122,910 193,003
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Net loss $ (86,889) $ (154,835)
============ ===================
</TABLE>
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See accompanying notes to financial statements.
2.
<PAGE> 5
ST. JOSEPH CAPITAL CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
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<TABLE>
<CAPTION>
Period From
February 29, 1996
(date of inception)
Three Months Ended through
September 30, 1996 September 30, 1996
------------------ -------------------
<S> <C> <C>
Balance, beginning of period $ (66,946) $ -
Proceeds from issuance of common stock
for initial capitalization - 1,000
Proceeds from the sale of 1,265,000 shares of
common stock, net of stock offering costs 12,150,997 12,150,997
Redemption of common stock from
initial capitalization (1,000) (1,000)
Change in unrealized appreciation on
securities available for sale, net of tax 199 199
Net loss (86,889) (154,835)
------------------ -------------------
Balance at end of period $ 11,996,361 $ 11,996,361
================== ===================
</TABLE>
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See accompanying notes to financial statements.
3.
<PAGE> 6
ST. JOSEPH CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
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<TABLE>
<CAPTION>
Period from
February 29, 1996
(date of inception)
through
September 30, 1996
-------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (154,835)
Adjustments to reconcile net loss to net cash
from operating activities
Depreciation 1,088
Discount accretion (29,772)
Increase in other assets (22,482)
Increase in accounts payable 85,056
-------------------
Net cash from operating activities (120,945)
-------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale (9,996,143)
Fixed asset expenditures (15,203)
-------------------
Net cash from investing activities (10,011,346)
-------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of stock offering costs 12,150,997
Proceeds from loans 275,000
Repayment of loans (275,000)
-------------------
Net cash from financing activities 12,150,997
-------------------
Net increase in cash and cash equivalents 2,018,706
Cash and cash equivalents at beginning of period -
-------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,018,706
===================
</TABLE>
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See accompanying notes to financial statements.
4.
<PAGE> 7
ST. JOSEPH CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements were prepared in accordance
with instructions for Form 10-QSB and, therefore, do not include all
disclosures required by generally accepted accounting principles for complete
presentation of financial statements. In the opinion of management, the
consolidated financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the balance sheets of
St. Joseph Capital Corporation (the "Company") as of September 30, 1996 and
May 31, 1996 and the statements of operations and changes in stockholders'
equity for the three months ended September 30, 1996 and for the period from
February 29, 1996 (date of inception) through September 30, 1996 and cash flows
for the period from February 29, 1996 (date of inception) through September 30,
1996. The income reported for the periods presented is not necessarily
indicative of the results to be expected for the full year. The balance sheet
as of May 31, 1996 is presented as this balance sheet was audited and included
in the Registration Statement on Form SB-2 related to the stock offering
discussed below.
NOTE 2 - ORGANIZATION
The Company was incorporated under the laws of the state of Delaware on
February 29, 1996 with an initial capitalization of $1,000. The Company's
activities to date have been limited to the organization of St. Joseph Capital
Bank, Mishawaka, Indiana (the "Bank", which is in formation), as well as
preparation for and completion of a $12,650,000 common stock offering (the
"Offering"). The Company sold 1,265,000 shares of common stock at a price of
$10 per share in the offering resulting in net proceeds of $12,150,997. A
substantial portion of the proceeds of the offering will be used by the Company
to provide the initial capitalization of the Bank, which is anticipated to
commence operations in the first quarter of 1997.
NOTE 3 - SECURITIES AVAILABLE FOR SALE
Securities available for sale consists of the following as of September 30,
1996:
<TABLE>
<CAPTION>
Issuer Fair Value Maturity
------ ---------- --------
<S> <C> <C>
Farm Credit Bank $4,012,200 December 3, 1996
Federal Home Loan Bank 3,006,307 March 10, 1997
Federal Home Loan Mortgage Corporation 3,007,691 October 10, 1996
-----------
Total $10,026,198
===========
</TABLE>
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(Continued)
5.
<PAGE> 8
ST. JOSEPH CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
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NOTE 4 - COMMITMENTS AND CONTINGENCIES
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The Company has committed to lease a building for its main office location.
The lease has a term of five years with the option for one five year extension.
In addition, the lease agreement allows the Company to purchase the building
for $800,000 at any time during the term of the lease. The aggregate annual
lease payments are $67,500 for the first year of the lease and increase by
$9,500 in each succeeding year during the initial five year term.
The Company has entered into a five year contract with Fiserve Inc. to provide
data processing services for the Bank.
The Company has signed a purchase agreement for an imaging system at a cost of
approximately $300,000.
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6.
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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GENERAL
- -------
St. Joseph Capital Corporation (the "Company") was formed in February 1996
under the laws of the State of Delaware for the purpose of becoming the bank
holding company for St. Joseph Capital Bank, Mishawaka, Indiana (the "Bank",
which is formation). The Bank is organized as an Indiana-chartered commercial
bank with depository accounts to be insured by the Federal Deposit Insurance
Cooperation.
The Company recently completed an initial stock offering during which 1,265,000
shares of the Company's common stock were sold at $10 per share resulting in
net proceeds of $12.2 million. The Company intends to use a substantial
portion of the proceeds from the stock offering to provide the initial
capitalization of the Bank.
The Bank received regulatory approval to operate as a bank from the Indiana
Department of Financial Institutions on August 8, 1996, and received its
preliminary certificate of insurance from the Federal Deposit Insurance
Corporation on September 5, 1996. It is anticipated that the Bank will
commence operations during the first quarter of 1997 with initial
capitalization being provided by the Company. The Bank intends to offer a full
range of commercial and consumer banking services primarily within a fifteen
mile radius of Mishawaka, Indiana.
The Company received approval from the Board of Governors of the Federal
Reserve System to operate as a Bank Holding Company on September 4, 1996.
FINANCIAL CONDITION
- -------------------
As of September 30, 1996, the Company had total assets of $12.1 million. The
Company's assets consist primarily of investment securities totaling $10.0
million and interest bearing deposits and fed funds totaling $2.0 million. The
funding of the Company's assets came from the initial common stock offering
which generated proceeds of $12.2 million. The proceeds of the stock offering
have been invested in short-term interest earning assets pending utilization of
the proceeds to fund the capitalization of the Bank in early 1997. The Company
has total shareholders' equity of $12.0 million as of September 30, 1996.
The Company had a net loss of $87,000 for the three months ended September 30,
1996 and a net loss of $155,000 for the period from February 29, 1996 (date of
inception) through September 30, 1996. The losses are primarily the result of
salaries, professional fees and miscellaneous expenses associated with the
regulatory application process as well as preparation for commencement of the
activities of the bank.
7.
<PAGE> 10
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Because the Company is a start-up venture, it is anticipated that the Company's
net losses will continue to increase for some period in the future.
COMMITMENTS
- -----------
As the Company prepares for the commencement of activities of the Bank, the
following commitments have been entered into:
- The Company has committed to lease a building for its main office
location for an initial lease term of five years. The annual lease
payments are $67,500 in year one and increase $9,500 each year. The
Company can purchase the building for $800,000 at any time during the
term of the lease.
- The Company has entered into a five year contract with Fiserve Inc. to
provide data processing services for the Bank.
- The Company has signed a purchase agreement for an imaging system at a
cost of approximately $300,000.
RECENT REGULATORY DEVELOPMENTS
- ------------------------------
On September 30, 1996, President Clinton signed into law the "Economic
Growth and Regulatory Paperwork Reduction Act of 1996" (the "Regulatory
Reduction Act"). Subtitle G of the Regulatory Reduction Act consists of the
"Deposit Insurance Funds Act of 1996" (the "DIFA"). The DIFA provides for a
one-time special assessment on each depository institution holding deposits
subject to assessment by the FDIC for the Savings Association Insurance Fund
(the "SAIF") in an amount which, in the aggregate, will increase the
designated reserve ratio of the SAIF (i.e., the ratio of the insurance reserves
of the SAIF to total SAIF-insured deposits) to 1.25% on October 1, 1996.
Subject to certain exceptions, the special assessment is payable in full on
November 27, 1996. The Bank holds no SAIF-assessable deposits and, therefore,
is not subject to the special assessment.
Prior to the enactment of the DIFA, a substantial amount of the SAIF
assessment revenue was used to pay the interest due on bonds issued by the
FICO, the entity created in 1987 to finance the recapitalization of the Federal
Savings and Loan Insurance Corporation, the SAIF's predecessor insurance fund.
Pursuant to the DIFA, the interest due on outstanding FICO bonds will be
covered by assessments against both SAIF and BIF member institutions beginning
January 1, 1997. Between January 1, 1997 and December 31, 1999, FICO
assessments against BIF-member institutions, such as the Bank, cannot exceed
20% of the FICO assessments charged SAIF-member institutions. From January 1,
2000 until the FICO bonds mature in 2019, FICO assessments will be shared by
all FDIC-insured institutions on a pro rata basis. The FDIC
8.
<PAGE> 11
estimates that the FICO assessments for the period January 1, 1997
through December 31, 1999 will be approximately 0.013% of deposits for BIF
members versus approximately 0.064% of deposits for SAIF members, and will be
less than 0.025% of deposits thereafter.
The DIFA also provides for a merger of the BIF and the SAIF on January 1,
1999, provided there are no state or federally chartered, FDIC-insured savings
associations existing on that date. To facilitate the merger of the BIF and
the SAIF, the DIFA directs the Treasury Department to conduct a study on the
development of a common charter and to submit a report, along with appropriate
legislative recommendations, to the Congress by march 31, 1997.
In addition to the DIFA, the Regulatory Reduction Act includes a number of
statutory changes designed to eliminate duplicative, redundant or unnecessary
regulatory requirements. Among other things, the Regulatory Reduction Act
establishes streamlined notice procedures for the commencement of new
nonbanking activities by bank holding companies, establishes time frames
within which the FDIC must act on applications by state banks to engage in
activities which, although permitted for the state bank under applicable state
law, are not permissible activities for national banks, and excludes ATM
closures and certain branch office relocations from the prior notice
requirements applicable to branch closings. The Regulatory Reduction Act also
clarifies the liability of a financial institution, when acting as a lender or
in a fiduciary capacity, under the federal environmental clean-up laws.
Although the full impact of the Regulatory Reduction Act on the operations of
the Company and the Bank cannot be determined at this time, management believes
that the legislation will reduce compliance costs to some extent and allow the
Company and the Bank somewhat greater operating flexibility.
9.
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is not party to any legal proceedings.
Item 2. Changes in Securities
---------------------
Not Applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
None
10.
<PAGE> 13
Signatures
Pursuant to the requirement 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.
St. Joseph Capital Corporation
Date: November 9, 1996 -------------------------------------
John W. Rosenthal
Chairman of the Board and Chief Executive Officer
Date: November 9, 1996 -------------------------------------
Edward R. Pooley
Senior Vice President and Chief Financial Officer
11.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 12,986
<INT-BEARING-DEPOSITS> 1,505,720
<FED-FUNDS-SOLD> 500,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 10,026,198
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 12,081,501
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 85,140
<LONG-TERM> 0
<COMMON> 12,650
0
0
<OTHER-SE> 12,068,851
<TOTAL-LIABILITIES-AND-EQUITY> 12,081,501
<INTEREST-LOAN> 0
<INTEREST-INVEST> 36,021
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 36,021
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 7,656
<INTEREST-INCOME-NET> 28,365
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 115,254
<INCOME-PRETAX> (86,889)
<INCOME-PRE-EXTRAORDINARY> (86,889)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (86,889)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
<YIELD-ACTUAL> 4.2
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
