<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number 333-43361
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WESTERN RESERVE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-1566623
- ---- ----------
(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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In accordance with Section 15d-2 of the Exchange Act, this filing contains only
the audited financial statements of the Registrant for December 31, 1997 and the
period then ended.
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Gross revenue for the period ended December 31, 1997: $1,114
Market value of common equity at December 31, 1997: $104,000
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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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Item 7 - Financial Statements
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Western Reserve Bancorp, Inc.
Medina, Ohio
We have audited the accompanying balance sheet of Western Reserve Bancorp, Inc.
(the "Company") as of December 31, 1997, and the related statements of
operations, changes in stockholders' equity and cash flows for the period from
February 25, 1997 (date of inception) to December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Western Reserve Bancorp, Inc.
as of December 31, 1997, and the results of its operations and its cash flows
for the period from February 25, 1997 (date of inception) to December 31, 1997
in conformity with generally accepted accounting principles.
Crowe, Chizek and Company LLP
Cleveland, Ohio
April 27, 1998
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1
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WESTERN RESERVE BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1997
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<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash and cash equivalents 29,258
Premises and equipment - net 16,244
Deferred costs 64,232
-----------------
Total assets $ 109,734
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Checks written in excess of cash balance $ 5,305
Accounts payable 98
-----------------
Total liabilities 5,403
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Stockholders' equity
Common stock, without par value, $1 stated value:
750,000 shares authorized; 8,000 shares issued
and outstanding 8,000
Additional paid-in capital 152,000
Deficit accumulated during the development stage (55,669)
-----------------
Total stockholders' equity 104,331
-----------------
Total liabilities and stockholders' equity $ 109,734
=================
</TABLE>
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See accompanying notes to financial statements.
2.
<PAGE> 5
WESTERN RESERVE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from February 25, 1997 (date of inception) to December 31, 1997
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<TABLE>
<CAPTION>
<S> <C>
INCOME
Interest income $ 1,114
EXPENSES
Salary and benefits 41,804
Premises and equipment expense 8,326
Other expenses 6,653
--------------
56,783
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NET LOSS $ (55,669)
==============
</TABLE>
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See accompanying notes to financial statements.
3.
<PAGE> 6
WESTERN RESERVE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from February 25, 1997 (date of inception) to December 31, 1997
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<TABLE>
<CAPTION>
Additional Total
Common Paid-In Retained Stockholders'
Stock Capital Deficit Equity
----- ------- ------- ------
<S> <C> <C> <C> <C>
Proceeds from issuance of
common stock $ 8,000 $ 152,000 $ 160,000
Net loss $ (55,669) (55,669)
--------- --------- --------- ---------
Balance December 31, 1997 $ 8,000 $ 152,000 $ (55,669) $ 104,331
========= ========= ========= =========
</TABLE>
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See accompanying notes to financial statements.
4.
<PAGE> 7
WESTERN RESERVE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from February 25, 1997 (date of inception) to December 31, 1997
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<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (55,669)
Adjustments to reconcile net loss
to net cash from operating activities
Depreciation 520
Increase in deferred costs (64,232)
Increase in checks written in excess of
Cash balance 5,305
Decrease in accounts payable 98
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Net cash from operating activities (113,978)
CASH FLOWS FROM INVESTING ACTIVITIES
Premises and equipment expenditures (16,764)
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Net cash from investing activities (16,764)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 160,000
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Net cash from financing activities 160,000
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Net change in cash and cash equivalents 29,258
Cash and cash equivalents at beginning of period -
-------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 29,258
=============
</TABLE>
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See accompanying notes to financial statements.
5.
<PAGE> 8
WESTERN RESERVE BANCORP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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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 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 will file 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 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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Continued
6.
<PAGE> 9
WESTERN RESERVE BANCORP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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NOTE 3 - STOCK OPTIONS
The Company's Board of Directors has adopted a stock option plan. Under the
terms of this plan, non qualified stock options for up to 10% of the Company's
common stock may 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.
The Company has entered into a 36 month closed end lease for a vehicle to be
used by the Chief Executive Officer. The aggregate annual lease payment is
$5,488. Future minimum commitments are:
<TABLE>
<S> <C>
1998 $ 5,488
1999 5,488
2000 4,116
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$15,092
=======
</TABLE>
NOTE 5 - INCOME TAXES
The tax benefit associated with the net operating loss carryforward of $55,669
has been offset with a valuation allowance as of December 31, 1997 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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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
WESTERN RESERVE BANCORP INC.
----------------------------
(Registrant)
Date: June 3, 1998 /s/Edward J. McKeon
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Edward J. McKeon
President and Chief Executive Officer
(Principal Executive Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> FEB-25-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<INT-BEARING-DEPOSITS> 29,258
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 109,734
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 5,403
<LONG-TERM> 0
0
0
<COMMON> 8,000
<OTHER-SE> 96,331
<TOTAL-LIABILITIES-AND-EQUITY> 109,734
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 1,114
<INTEREST-TOTAL> 1,114
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 1,114
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 56,783
<INCOME-PRETAX> (55,669)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (55,669)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<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>
