<PAGE> 1
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 June 30, 1998
o 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
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 35-1977746
- ---------------------------- ---------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
3820 EDISON LAKES PARKWAY, MISHAWAKA, IN 46545
----------------------------------------------
(Address of principal executive offices)
(219) 273-9700
---------------------------
(Issuer's telephone number)
N/A
- ------------------------------------------------------------------------------
(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 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 ---
---
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:
1,276,852 shares of common stock, $0.01 par value per share, were outstanding as
of July 31, 1998.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
S-1
<PAGE> 2
TABLE OF CONTENTS
PAGE
NUMBER
--------
PART I
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets,
June 30, 1998 and December 31, 1997 3
Consolidated Condensed Statements of Income
and Comprehensive Income,
Three Months Ended June 30, 1998 and 1997,
Six Months Ended June 30, 1998 and 1997 4
Consolidated Condensed Statements of Cash Flow,
Six Months Ended June 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 6-9
PART II
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES S-1
<PAGE> 3
ST. JOSEPH CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
--------------- ----------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 5,008,642 $ 985,464
Federal funds sold 5,050,000 3,550,000
--------------- ----------------
Total Cash and Cash Equivalents 10,058,642 4,535,464
Interest bearing deposits in banks -- 500,000
Securities available for sale 31,153,745 22,351,254
Loans, net 31,329,665 21,991,115
Bank premises and equipment, net 807,993 881,840
Other assets 739,598 579,661
--------------- ----------------
Total Assets $ 74,089,643 $ 50,839,334
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 57,049,996 $ 34,915,881
Repurchase agreements 5,696,095 4,503,760
Other liabilities 209,136 215,268
-------------------- ----------------
Total Liabilities 62,955,227 39,634,909
STOCKHOLDERS' EQUITY
Common stock 12,769 12,695
Additional paid in capital 12,292,975 12,164,648
Retained deficit (1,271,812) (1,052,339)
Unrealized gains/losses on
securities available for sale, net 100,484 79,421
-------------------- ----------------
Total Stockholders' Equity 11,134,416 11,204,425
-------------------- ----------------
Total Liabilities and Stockholders' Equity $ 74,089,643 $ 50,839,334
==================== ================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
ST. JOSEPH CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 JUNE 30, 1997
------------------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans, including fees $ 673,900 $ 161,895 $ 1,202,320 $ 187,848
Securities and other 511,631 270,787 891,618 416,017
------------------ ------------------ ----------------- ----------------
Total Interest Income 1,185,531 432,682 2,093,938 603,865
INTEREST EXPENSE:
Deposits 623,448 161,888 1,051,041 194,559
Repurchase agreements 65,169 12,095 127,399 12,657
------------------ ------------------ ----------------- ----------------
Total Interest Expense 688,617 173,983 1,178,400 207,216
Net Interest Income 469,914 258,699 915,498 396,649
LESS: PROVISION FOR LOAN LOSSES 100,000 137,300 200,005 179,200
------------------ ------------------ ----------------- ----------------
Net Int Inc after provision for loan losses 369,914 121,399 715,493 217,449
OTHER INCOME: 6,799 1,167 20,330 15,578
OTHER EXPENSE:
Salaries and employee benefits 244,405 174,686 481,346 318,369
Occupancy 110,396 74,280 219,962 123,393
Other 148,393 116,327 253,989 199,170
------------------ ------------------ ----------------- ----------------
Total Other Expense 503,194 365,293 955,297 640,932
------------------ ------------------ ----------------- ----------------
Loss before Income Tax (99,481) (242,727) (219,474) (407,905)
Income Tax Expense -- -- -- --
------------------ ------------------ ----------------- ----------------
Net Loss (99,481) (242,727) (219,474) (407,905)
------------------ ------------------ ----------------- ----------------
Other comprehensive income, net of tax:
Change in unrealized gains
on securities 14,371 47,878 21,063 58,928
------------------ ------------------ ----------------- ----------------
Comprehensive loss $ (85,110) $ (194,849) $ (198,411) $ (358,977)
================== ================== ================= ================
Net Loss Per Share (.07) (.15) (.16) (.28)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
ST. JOSEPH CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 1998 JUNE 30, 1997
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (219,474) $ (407,905)
Adjustments to reconcile net loss to net cash
from operating activities
Depreciation 107,556 45,511
Provision for loan loss 200,005 179,200
Discount accretion, net 25,549 (52,196)
Increase in other assets (159,935) (278,564)
Increase in other liabilities (20,175) 28,460
----------------- -----------------
Net cash from operating activities (66,474) (485,493)
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Loans originated, net of repayments (9,538,555) (11,428,246)
Purchase of securities available for sale (20,290,766) (18,092,761)
Maturities of securities available for sale 11,997,831 15,285,000
Fixed asset expenditures (33,709) 597,217
----------------- -----------------
Net cash from investing activities (17,865,199) (14,833,224)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts 22,134,115 19,550,326
Net increase in repurchase agreements 1,192,335 2,041,914
Proceeds from issuance of common stock for
employee 401(k) Plan 128,401 12,999
----------------- -----------------
Net cash from financing activities 23,454,851 21,605,239
----------------- -----------------
Net increase in cash and cash equivalents 5,523,178 6,286,522
Cash and cash equivalents at beginning of period 4,535,464 1,410,112
----------------- -----------------
Cash and cash equivalents at end of period $ 10,058,642 $ 7,696,634
================= =================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 June 30, 1998 and
December 31, 1997 and the statements of income and comprehensive income for the
three months ended June 30, 1998 and June 30, 1997 and for the six months ended
June 30, 1998 and June 30, 1997 and cash flows for the six months ended June
30, 1998 and June 30, 1997. The income reported for the periods presented is
not necessarily indicative of the results to be expected for the full year.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary, St. Joseph Capital Bank (the
"Bank"). All significant inter-company accounts and transactions have been
eliminated in consolidation.
NOTE 3 - COMPARATIVE DATA
The Company was incorporated in February 1996. Its operating subsidiary
St. Joseph Capital Bank (the "Bank") commenced operations on February 13, 1997.
Since the Bank is still considered a start-up company, comparative statements
are not necessarily indicative of the results that may be expected for future
years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
St. Joseph Capital Corporation (the "Company") was formed under the laws of
the state of Delaware for the purpose of becoming the bank holding company of
St. Joseph Capital Bank (the "Bank").
The Bank was capitalized on February 7, 1997 and commenced operations on
February 13, 1997. The Bank is organized as an Indiana chartered commercial
bank with depository accounts insured by the Federal Deposit Insurance
Corporation. The Bank provides full-service commercial and consumer banking in
Mishawaka and the surrounding communities commonly referred to as the Michiana
area.
FORWARD-LOOKING STATEMENTS
When used in this Form 10-QSB, the words or phrases "will likely result",
"are expected to", "will continue", "is anticipated", "estimated", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in the Company's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Company's market area and competition, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as to the date made. The
Company wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from any opinions or statements expressed
with respect to future periods in any current statements.
The Company does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
<PAGE> 7
PLAN FOR OPERATION
The Company's plan for the next twelve months is to raise funds by
attracting and developing client relationships through innovative products and
exceptional client service. The Bank plans to continue with product research
and development in 1998. During the next twelve months, the Bank does not
anticipate the need for any significant equipment expenditures. Also, management
anticipates staffing levels to increase slightly in 1998.
EARNINGS SUMMARY
Consolidated comprehensive loss for the Company for the six months ended
June 30, 1998 was $(198,411), compared to $(358,977) for the corresponding
period in 1997. The comprehensive loss for the second quarter 1998 was
$(85,110) compared to $(194,849) for the corresponding period in 1997. Basic
and diluted loss per common share using the comprehensive income reporting
method was $(.07) for the second quarter 1998, compared to $(.15) in same period
of 1997 and $(.16) and $(.28) for the six months ended June 30, 1998 and June
30, 1997 respectively.
RESULTS OF OPERATIONS
Total assets were $74.1 million at June 30, 1998 compared to $50.8 million
at December 31, 1997 a 45.9% increase. As the Bank is still in its early
stages, growth in the loan portfolio funded by increased deposits is anticipated
to continue at a rapid pace.
At June 30, 1998, total loans receivable, net of deferred fees, increased
to $31.9 million compared to $22.4 at December 31, 1997. The increase was
funded by growth in deposits. The mix of total loans receivable at June 30,
1998 was $22.3 million or 69.8% in commercial loans, $7.4 million or 23.1% in
residential mortgage loans and $2.3 million or 7.1% in installment loans to
individuals. In addition to the outstanding loan balances, the Company had
unfunded loan commitments of $18.8 million as of June 30, 1998.
Securities available for sale totaled $31.2 million at June 30, 1998, which
represented an increase of $8.9 million or 39.9% from $22.3 million at December
31, 1997. The increase was funded by the growth in deposits not redeployed into
loans. All securities have been classified as available for sale. Available
for sale securities represent those securities which the Bank may decide to sell
if needed for liquidity, asset/liability management or other reasons. Such
securities are reported at fair value with unrealized gains and losses included
as a separate component of shareholder' equity, net of tax. The unrealized gain
on the securities portfolio, net of taxes was $100,484 at June 30, 1998.
Total deposits and funds received from the short-term borrowings in the
form of repurchase agreements with local relationship-based commercial clients
at June 30, 1998 amounted to $62.7 compared to $39.4 million at December 31,
1997 a 59.1% increase. Though short-term in nature, repurchase agreements have
been and continue to be a stable source of funds. Repurchase agreements grew to
$5.7 at June 30, 1998.
The provision for loan losses charged to operations was based partially on
management's estimation of future losses and on an evaluation of portfolio risk
and economic factors. The provision for loan losses at June 30, 1998 was
$200,005 and the allowance for loan losses at June 30, 1998 was $560,005
compared to $360,000 at December 31, 1998. The allowance for loan losses as of
June 30, 1998 represented approximately 1.76% of gross loans outstanding.
At June 30, 1998, there were no loans where known information about
possible credit problems of borrowers caused management to have serious doubts
as to the ability of the borrowers to comply with present loan repayment terms
and which, in management's judgement, may result in disclosure of such loans.
Furthermore, management is not aware of any potential problem loans, which could
have a material effect on the Company's operating results, liquidity, or capital
resources.
Management allocated approximately 66.1% of the allowance for loan losses
to commercial loans 7.7% to residential loans and 4.9% to installment loans to
individuals at June 30, 1998 leaving 21.3% unallocated. There were no
non-performing loans at June 30, 1998. Management believes the allowance for
loan loss balance at June 30, 1998 is adequate to absorb potential losses in the
loan portfolio.
<PAGE> 8
Net interest income for the three months ended June 30, 1998 was $469,914,
an increase of $211,215 over the three months ended June 30, 1997. Net interest
income for the six months ended June 30, 1998 was $915,498, an increase of
$518,849 over the six months ended June 30, 1997. This was primarily due to an
increase in securities available for sale and loans receivable, funded by
deposit growth. The net interest margin for June 30, 1998 was 3.06% compared to
3.90% for June 30, 1997. The decrease in the margin can be attributed to
significant growth in securities available for sale, which have a lower yield
than loan receivables coupled with the competitive economic environment.
Total non-interest income was $6,799 for the three months ended June 30,
1998 compared to $1,167 for the three months ended June 30, 1997 and $20,330 and
$15,578 for the six months ended June 30, 1998 and June 30, 1997 respectively.
Non-interest income is primarily attributed to service charge income on deposit
accounts and loan fees.
Total non-interest expense was $503,194 for the three months ended June 30,
1998 compared to $365,293 for the three months ended June 30, 1997 or a 37.7%
increase and $955,297 and $640,932 for the six months ended June 30, 1998 and
June 30, 1997 respectively. The increase for the three months ended was
primarily the result of the following factors: salaries and employee benefits
increased $69,719 or 39.9% to $244,405 in the three months ended June 30, 1998.
This increase was due to hiring additional employees needed to operate the bank.
Occupancy and equipment expense increased by $36,116 primarily due to the
depreciation on equipment needed to operate the bank as well as maintenance
contracts needed to keep the equipment functioning. Other expense increased
$32,066 due to the increases in client courier costs, data processing, credit
and debit card processing expense which is due to the growth of the bank.
Since the Company is still classified as a start-up venture, it is
anticipated that the Company's net losses will continue.
A new accounting standard has been issued which will require future
reporting in 1998 of comprehensive income (loss). Comprehensive income (loss)
is net income (loss), plus changes in unrealized appreciation (depreciation) on
securities available for sale, net of tax.
LIQUIDITY AND ASSET/LIABILITY MANAGEMENT
Liquidity relates primarily to the Company's ability to fund loan demand,
meet deposit customers' withdrawal requirements and provide for operating
expenses. Assets used to satisfy these needs consist of cash and due from
banks, federal funds sold, interest-bearing deposits in other financial
institutions and securities available for sale. These assets are commonly
referred to as liquid assets. Liquid assets were $41.2 million at June 30, 1998
compared to $27.4 million at December 31, 1997. Liquidity levels improved $13.8
million from December 31, 1997 to June 30, 1998 primarily due to increased
investments in liquid assets funded by growth in deposits, which exceeded the
growth in loan receivables as well as increased balances in cash and due from
accounts. Management recognizes that securities may need to be sold in the
future to help fund loan demand and accordingly, as of June 30, 1998, the entire
securities portfolio of $31.1 million was classified as available for sale.
Management believes its current liquidity level is sufficient to meet
anticipated future growth.
The Federal Home Loan Bank has approved the Company's application for
membership. The Company is in the process of securing a line of credit with the
Federal Home Loan Bank using its qualifying real estate mortgage loans to
collateralize borrowings that could readily be used as an additional source of
liquidity in the future.
The statements of cash flows for the periods presented provide an
indication of the Company's sources and uses of cash as well as an indication of
the ability of the Company to maintain an adequate level of liquidity. A
discussion of the statements of cash flows for 1998 and 1997 follows.
For the six months ended June 30, 1998, the Company experienced a net
decrease in cash from operating activities of $(66,474) compared to a net
decrease in cash from operating activities of $(485,493) for the six months
ended June 30, 1997. The lower level decrease in cash from operating
activities for 1998 as compared to 1997 was partially due to the reduction in
the net loss from the operations of the Bank during the six months ended June
30, 1998.
<PAGE> 9
For both periods presented, the Company also experienced a net decrease in
net cash from investing activities. Net cash from investing activities was
$(17.9 million) and $(14.8 million) for the six months ended June 30, 1998 and
June 30, 1997. The changes in net cash from investing activities include growth
in loan receivables, as well as purchases and normal maturities of securities
available for sale and purchases of equipment. For the six months ended June
30, 1998 the Company received $3.0 million from sale of securities available
for sale.
Net cash flow from financing activities was $23.4 million and $21.6 million
for the six months ended June 30, 1998 and June 30, 1997. In both periods the
increase was primarily attributable to growth in total deposits and securities
sold under agreements to repurchase of $5.7 million and $4.5 million.
INTEREST RATE RISK
Managing rates on earning assets and interest bearing liabilities focuses
on maintaining stability in the net interest margin, an important factor in
earnings growth and stability. Emphasis is placed on maintaining a controlled
rate sensitivity position, to avoid wide swings in margins and to manage risk
due to changes in interest rates.
The Bank currently uses a computer model to simulate the effects of
possible interest rate changes. As a guide, the Bank intends to limit estimated
negative exposure to changing interest rates within the ensuing year to 5% of
net interest income. The exposure estimate will be based on a variety of
assumptions built into the model, and assumed interest rate changes of plus or
minus 100 basis points.
CAPITAL RESOURCES
Total shareholders' equity was $11.1 million as of June 30, 1998. The
slight decrease from December 31, 1997 was primarily attributed to the net loss
during the six months ended 1998 of $(194,411) offset by the change in the
unrealized appreciation on the securities portfolio as well the investment in
the Company by its employees under the Companies 401k Retirement Plan.
Following are selected capital ratios for the Corporation as of the date
indicated, along with the minimum regulatory requirements for each item:
REQUIRED FOR
WELL CAPITALIZED JUNE 30, 1998
---------------- -------------
Total Risk Based Ratio 10% or more 22.7%
Tier 1 Risk Based Capital 6% or more 21.5%
Tier 1 Leverage Ratio 5% or more 13.2%
The company exceeded the applicable minimum regulatory capital requirements
at June 30, 1998.
As of June 30, 1998, management is not aware of any current recommendations
by the banking regulatory authorities which, if they were to be implemented,
would have, or are reasonably likely to have, a material adverse effect on the
Company's liquidity, capital resources or operations.
YEAR 2000 COMPLIANCE
The Company is in the process of receiving Year 2000 vendor certifications
on its primary computer operating systems. Testing will be performed over the
next year to identify any applications that are not Year 2000 compliant. In the
event an application is deemed to be non-compliant, corrective action will be
taken. The implementation of the Company's Year 2000 plan is currently on
schedule. Costs associated with the Year 2000 issue currently are undetermined
and are expected to have some impact on the subsequent years' results of
operations.
<PAGE> 10
RECENT REGULATORY DEVELOPMENTS
The federal banking regulators have issued several statements providing
guidance to financial institutions on the steps the regulators expect financial
institutions to take to become Year 2000 compliant. Each of the federal banking
regulators is also examining the financial institutions under its jurisdiction
to assess each institution's compliance with the outstanding guidance. If an
institution's progress in addressing the Year 2000 problem is deemed by its
primary regulator to be less than satisfactory, the institution will be required
to enter into a memorandum of understanding with the regulator which will, among
other things, require the institution to promptly develop periodic reports
describing the institution's progress in implementing the plan. Failure to
satisfactorily address the Year 2000 problem may also expose a financial
institution to other forms of enforcement action that its primary federal
regulator deems appropriate to address the deficiencies in the institution's
Year 2000 remediation program.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a 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
On May 21, 1998, the Company held its annual meeting of stockholders. At
the meeting, V. Robert Hepler, Jack Matthys and Richard A. Rosenthal were
elected to serve as Class II directors with terms expiring in 2001. Continuing
as Class I directors until 2000 are David A. Eckrich, Jerry Hammes, Arthur H.
McElwee and John W. Rosenthal. Continuing as Class III directors until 1999 are
Helen L. Krizman, Scott C. Malpass, Myron C. Noble and Robert A. Sullivan.
Stockholders also ratified the appointment of Crowe, Chizek and Company as the
Company's independent accounts for the 1998 fiscal year and approved an
amendment to the Company's Stock Incentive Plan to increase the number of
authorized shares of Common Stock, $.01 par value per share, issuable under the
plan by 100,000 shares.
There were 1,276,025 issued and outstanding shares of Common Stock and there
were 1,120,432 shares of Common Stock represented at the annual meeting. The
voting on each item presented at the annual meeting was as follows:
<TABLE>
<CAPTION>
Election of Directors Votes For Votes Withheld Votes Against
------------------------------------ --------- -------------- --------------
<S> <C> <C> <C> <C>
V. Robert Hepler 1,114,423 6,000 0
Jack Matthys 1,120,423 0 0
Richard A. Rosenthal 1,120,423 0 0
Ratification of the appointment
of Crowe, Chizek and Company
as independent public
accountants for the Company 1,118,423 0 2,000
Amendment to the Company's
Stock Incentive Plan to increase the
number of authorized shares of the
Company's Common Stock Issuable
under the plan by 100,000 Shares. 679,049 1,500 23,000
</TABLE>
<PAGE> 11
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
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ST. JOSEPH CAPITAL CORPORATION
(Registrant)
Date: August 6, 1998 ________________________________________
John W. Rosenthal
President
Date: August 6, 1998 ________________________________________
Edward R. Pooley
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 5,008,642
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 5,050,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 31,153,745
<LOANS> 31,889,670
<ALLOWANCE> (560,005)
<TOTAL-ASSETS> 74,089,643
<DEPOSITS> 57,049,996
<SHORT-TERM> 5,696,095
<LIABILITIES-OTHER> 209,136
<LONG-TERM> 0
0
0
<COMMON> 12,769
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 11,134,416
<INTEREST-LOAN> 1,202,320
<INTEREST-INVEST> 891,618
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,093,938
<INTEREST-DEPOSIT> 1,051,041
<INTEREST-EXPENSE> 127,399
<INTEREST-INCOME-NET> 915,498
<LOAN-LOSSES> 200,005
<SECURITIES-GAINS> 20,330
<EXPENSE-OTHER> 955,297
<INCOME-PRETAX> (219,474)
<INCOME-PRE-EXTRAORDINARY> (219,474)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (219,474)
<EPS-PRIMARY> (.17)
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.18
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (560,005)
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (560,005)
<ALLOWANCE-DOMESTIC> (441,120)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> (118,885)
</TABLE>
<PAGE> 1
Exhibit 99.1
(B) REPORTS ON FORM 8-K
UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
May 21, 1998
(Date of Report)
ST. JOSEPH CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 333-6581 35-1977746
- --------------------------------- ----------- -------------------------------
(State or other jurisdiction Commission (I.R.S. Employer Identification
of incorporation or organization) File Number No.)
3820 EDISON LAKES PARKWAY, MISHAWAKA, IN 46545
----------------------------------------------
(Address of principal executive offices)
(219) 273-9700
------------------------------
(Registrant's telephone number including area code)
N/A
------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
St. Joseph Capital Corporation officially topped $70 million in Total
Assets earlier this month, John W. Rosenthal Chairman, President & Chief
Executive Officer, announced at their Annual Meeting of Shareholders.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 News Release dated May 21, 1998 incorporated herein by
reference.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable
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.
ST. JOSEPH CAPITAL CORPORATION
(Registrant)
Date: May 21, 1998 ___________________________________________
Edward R. Pooley
Principal Financial Officer
<PAGE> 3
NEWS RELEASE
Contacts:
John Rosenthal, President (St. Joseph Capital Corporation's Logo)
Edward Pooley, SVP & CFO
Phone: 219-273-9700
800-890-2798
Fax: 219-273-0791
Email: [email protected]
FOR IMMEDIATE RELEASE
ST. JOSEPH CAPITAL BANK'S TOTAL ASSETS TOP $70 MILLION
Mishawaka, Indiana - May 21, 1998 - St. Joseph Capital Corporation (OTC Bulletin
Board: "SJOE"), officially topped $70 million in Total Assets earlier this
month, John W. Rosenthal Chairman, President & Chief Executive Officer,
announced at their Annual Meeting of Shareholders.
"St. Joseph Capital Bank's solid growth and success are direct reflections of
strong community support and acceptance by area businesses and individuals who
have made us their bank," Mr. Rosenthal said. He said the Bank's growth in
assets to the $70 million level was substantially ahead of start-up projections.
St. Joseph Capital Corporation is the holding company for St. Joseph Capital
Bank, which commenced operations February 13, 1997, after the successful
completion of an initial public offering (IPO) September 10, 1996. The Bank
serves businesses and consumers across the Michiana Area with a full range of
mortgage, lending and checking products and services in a friendly,
hometown-banking environment.
