<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period ended March 31, 1998
Commission File Number 333-43361
WESTERN RESERVE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-1566623
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
23 Public Square, Suite 220, Medina, Ohio 44256
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(Address of principal executive offices)
(330) 764-3131
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(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date.
Class: Outstanding at April 30, 1998
Common stock, no par, $1 stated value 27,500 common shares
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1.
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WESTERN RESERVE BANCORP, INC.
FORM 10-QSB
Quarter ended March 31, 1998
Part I - Financial Information
<TABLE>
<CAPTION>
Page
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ITEM 1 - FINANCIAL STATEMENTS
<S> <C>
Consolidated Statements of Financial Condition as of March 31, 1998 and
December 31, 1997 ..................................................... 3
Consolidated Statements of Income for the three months ended
March 31, 1998 and 1997 ............................................... 4
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1998 and 1997 .................................. 5
Notes to Consolidated Financial Statements ............................ 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................. 8
</TABLE>
<TABLE>
<CAPTION>
Part II - Other Information
<S> <C>
OTHER INFORMATION ........................................................... 10
SIGNATURES .................................................................. 11
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2.
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PART I. FINANCIAL INFORMATION
WESTERN RESERVE BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
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<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
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ASSETS
<S> <C> <C>
Cash and due from banks $ 5,334 $ (5,305)
Interest-bearing deposits in other banks 22,595 29,258
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Cash and cash equivalents 27,929 23,953
Premises and equipment 17,766 16,244
Deferred costs 114,584 64,232
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Total assets $ 160,279 $ 104,429
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 6,664 $ 98
STOCKHOLDERS' EQUITY
Common stock, without par value, $1 stated value: 750,000 shares authorized;
13,750 and 8,000 shares issued and outstanding at March 31, 1998 and
December 31, 1997, respectively 13,750 8,000
Additional paid-in capital 261,250 152,000
Defecit accumulate during the development stage (121,385) (55,669)
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Total stockholders' equity 153,615 104,331
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Total liabilities and stockholders' equity $ 160,279 $ 104,429
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</TABLE>
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See accompanying notes to financial statements.
3.
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PART I. FINANCIAL INFORMATION
WESTERN RESERVE BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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<TABLE>
<CAPTION>
Three Months Ended
March 31,
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1998 1997
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INCOME
<S> <C> <C>
Interest income $ 409 $ 142
EXPENSE
Salary and benefits 40,695 -
Premises and equipment expense 10,293 -
Other expenses 15,137 738
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Total non-interest expense 66,125 738
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NET LOSS $ (65,716) $ (596)
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</TABLE>
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See accompanying notes to financial statements.
4.
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WESTERN RESERVE BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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<TABLE>
<CAPTION>
Three Months Ended
March 31,
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1998 1997
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<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES $ (109,088) $ (16,007)
CASH FLOWS USED IN INVESTING ACTIVITIES
Premises and equipment expenditure (1,936) -
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Net cash used in investing activities (1,936) -
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 115,000 54,600
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Net cash from financing activities 115,000 54,600
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Net change in cash and cash equivalents 3,976 38,593
Cash and cash equivalents at beginning of period 23,953 -
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 27,929 $ 38,593
=============== ================
</TABLE>
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See accompanying notes to financial statements.
5.
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WESTERN RESERVE BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
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NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION: Western Reserve Bancorp, Inc. (the Company) was incorporated
February 25, 1997 and was a development stage company as of March 31, 1998 and
December 31, 1997. The Company will be devoting its efforts to the offering of
its common shares to the general public and to obtaining regulatory approvals,
recruiting personnel, and financial planning relating to the organization of The
Western Reserve Bank (the Bank). The Company is expected, upon completion of a
public stock offering, to purchase 100 percent of the common stock of the Bank,
a bank to be formed under the laws of the State of Ohio. The Company anticipates
filing an application to become a bank holding company with the Board of
Governors of the Federal Reserve System pursuant to the Bank Holding Company Act
of 1956, as amended.
NATURE OF BUSINESS: The Bank intends to offer a full range of commercial and
consumer banking services primarily in and around Medina, Ohio.
USE OF ESTIMATES: To prepare financial statements in conformity with generally
accepted accounting principles, management makes estimates and assumptions based
on available information. These estimates and assumptions affect the amounts
reported in the financial statements and the disclosures provided, and future
results could differ. Areas involving the use of management's estimates and
assumption include the realization of deferred tax assets and the depreciation
of premises and equipment.
DEFERRED ORGANIZATION AND STOCK OFFERING COSTS: Costs directly associated with
the organization of the Company and the Bank, as well as costs directly
associated with preparing the stock offering have been deferred. Upon initiation
of business as a bank and bank holding company, the organization costs will be
amortized to expense over sixty months. Stock offering costs will be deducted
from the proceeds received in the offering. If the formation of the Bank and the
stock offering are not completed, these deferred costs will be charged to
operations immediately.
INCOME TAXES: The Company follows the liability method in accounting for income
taxes. The benefit for the net operating loss has been set off by a valuation
allowance equal to the deferred tax asset.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company leases a vehicle and office space from related parties at March 31,
1998 and December 31, 1997. The office space is rented on a month to month basis
and is not intended to become the Company's ultimate corporate headquarters. The
vehicle is leased based on a 36 month closed end lease.
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6.
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WESTERN RESERVE BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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NOTE 3 - STOCK OPTIONS
The Company's Board of Directors intends to adopt a stock option plan. Under the
intended terms of the plan, non qualified stock options for up to 10% of the
Company's common stock will be granted to the Chief Executive Officer as part of
his employment agreement. The exercise price will be the base price in which the
initial public shares are offered for 70% of the options, and 160%, 170% and
180% of the base price for each remaining 10% increment, respectively. The
options become vested upon commencement of operations of the Bank and are
exercisable on or after December 31, 2001.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Company has entered into an employment agreement with the Chief Executive
Officer. The agreement, which expires December 31, 2001, provides a base annual
salary of $125,000. The agreement provides for compensation in the event the
officer is terminated without cause or in the event the Company has not
commenced operations of the Bank.
NOTE 5 - INCOME TAXES
The tax benefit associated with the net operating loss carryforward of $121,385
has been offset with a valuation allowance as of March 31, 1998 since the
Company is in the development stage and has no history of generating taxable
income.
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7.
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WESTERN RESERVE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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The following discussion compares the financial condition of Western Reserve
Bancorp, Inc. (Company) at March 31, 1998 to December 31, 1997 and the results
of operations for the three months ended March 31, 1998 and 1997. This
discussion should be read in conjunction with the interim financial statements
and footnotes included herein.
FINANCIAL CONDITION
Total assets as of March 31, 1998 were $160,279 compared with $104,429 at
December 31, 1997. Cash and cash equivalents increased $3,976 to $27,929 at
March 31, 1998 from $23,953 at December 31, 1997. Stockholders equity increased
$49,284 from $104,331 at December 31, 1997 to $153,615 at March 31, 1998. The
increase in stockholders equity was due to the addition of $115,000 from the
sale of common stock to the organizing group less a net loss of $65,716 for the
three months ended March 31, 1998. The additional funds raised from the sale of
stock were used to fund the increase in deferred costs of $50,352 from $64,232
at December 31, 1997 to $114,584 at March 31, 1998 which represents costs
directly associated with the organization of the company and the Bank, as well
as costs directly associated with preparing the stock offering
RESULTS OF OPERATIONS
The net loss increased from $596 for the three months ended March 31, 1997 to
$65,716 for the three months ended March 31, 1998. The increase in the loss is
primarily a result of the timing and activities of the development stage. The
company originated development stage activities on February 25, 1997 and the net
loss for the three months ended March 31, 1997 represents the initial activities
of the development stage operations. For the three months ended March 31, 1998,
the company is further along the development stage and is in the process of
selling stock in the Company, hiring the officers and staff of the proposed
Bank, developing the systems and procedures for the proposed Bank and making all
the necessary regulatory filings. The net loss for the three months ended March
31, 1998 is due to expenditures related to the salaries for the company's
current employees, the company's occupancy costs related to the current leased
space and other expenses incurred in the development stage.
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(Continued)
8.
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WESTERN RESERVE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity refers to the Company's ability to generate sufficient cash flow to
fund current obligations. As summarized in the statement of cash flows, the
company is generating cash flow through the issuance of stock and to a much
lesser extent by interest income from interest bearing deposits in banks. The
primary cash out flows are used to fund the operating activities during the
development stage of the Company. At March 31, 1998, the Company had cash and
cash equivalents of $27,929 to fund future organizing activities. Management
anticipates that any additional cash needed in excess of the current amount will
be obtained from the sale of common stock to the organizing group.
Total capital increased $49,284 from $104,331 at December 31, 1997 to $153,615
at March 31, 1998. The increase was due to the sale of common stock to the
organizing group of $115,000 less the net loss for the three months ended March
31, 1998 of $65,716.
STATUS OF STOCK OFFERING
The registrant has registered 500,000 shares of no par common stock under the
registration statement number 333-43361 which was declared effective February
24, 1998. The offering of the shares commenced on February 28, 1998 and is
proceeding without the use of a managing underwriter. There were no direct
expenses paid by the registrant from the effective date through March 31, 1998
for underwriters discounts or commissions, finders' fees, or other expenses paid
to underwriters. As of March 31, 1998, the company had received into escrow
proceeds totaling $1,110,200 for stock subscriptions for 55,510 shares of no par
common stock and representing 93 shareholders in connection with the securities
offering in progress.
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9.
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WESTERN RESERVE BANCORP, INC.
FORM 10-QSB
Quarter ended March 31, 1998
PART II - OTHER INFORMATION
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Items 1- 5 are not applicable.
Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
3.1 Certificate of Incorporation of Western Reserve Bancorp, Inc. (1)
3.2 Bylaws of Western Reserve Bancorp, Inc.
4.0 Stock Certificate of Western Reserve Bancorp, Inc.
27 Financial Data Schedule (2)
(b) No current reports on Form 8-K were filed by the Company during the quarter
ended March 31, 1998.
(2) Filed only in electronic format pursuant to Item 601(b)(27) of Regulation S-K.
</TABLE>
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10.
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WESTERN RESERVE BANCORP, INC.
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.
WESTERN RESERVE BANCORP INC.
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(Registrant)
Date: May 5, 1998 /s/Edward J. McKeon
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Edward J. McKeon
President and Chief Executive Officer
(Principal Executive Officer)
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11.
<PAGE> 12
WESTERN RESERVE BANCORP, INC.
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.
WESTERN RESERVE BANCORP INC.
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(Registrant)
Date: May 5, 1998
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Edward J. McKeon
President and Chief Executive Officer
(Principal Executive Officer)
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12.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
The schedule contains summary financial information quarterly report on Form
10-QSB for the fiscal quarter is qualified in its entirety by reference to such
a
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 5,334
<INT-BEARING-DEPOSITS> 22,595
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 160,279
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 6,664
<LONG-TERM> 0
0
0
<COMMON> 13,750
<OTHER-SE> 139,865
<TOTAL-LIABILITIES-AND-EQUITY> 160,279
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 409
<INTEREST-TOTAL> 409
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 409
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 66,125
<INCOME-PRETAX> (65,716)
<INCOME-PRE-EXTRAORDINARY> (65,716)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (65,716)
<EPS-PRIMARY> (5.90)
<EPS-DILUTED> (5.90)
<YIELD-ACTUAL> 0
<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>
