<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q-SB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
--- OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO _____________
Commission File Number 333-34254
LAFAYETTE COMMUNITY BANCORP
----------------------------------------------
(Name of Small Business Issuer in its charter)
INDIANA 35-2082918
------------------------ -------------------------------------
(State of incorporation) I.R.S. Employer Identification Number
2 NORTH 4TH STREET LAFAYETTE, INDIANA 47901
-----------------------------------------------------
(Address of principal executive offices and zip code)
(765) 420-8111
---------------------------
(Issuer's Telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 [ ]
As of August 11, 2000, there were 1,000 Common Shares outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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LAFAYETTE COMMUNITY BANCORP
(A CORPORATION IN THE DEVELOPMENT STAGE)
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at June 30, 2000, and December 31, 1999 ................................... 2
Statements of Operations for the three and six months ended June 30, 2000, and for
the period from January 29, 1999, (date of inception) to June 30, 2000 ................... 3
Statement of Changes in Shareholders' Deficit for the period from January 29, 1999,
(date of inception) to June 30, 2000 ..................................................... 4
Statements of Cash Flows for the six months ended June 30, 2000, and for the period
from January 29, 1999, (date of inception) to June 30, 2000 .............................. 5
Notes to Consolidated Financial Statements ............................................... 6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition or Plan of Operation .............................................7-10
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds ............................................ 11
Item 6. Exhibits and Reports on Form 8-K ..................................................... 11
Signatures .................................................................................... 12
</TABLE>
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LAFAYETTE COMMUNITY BANCORP (A Corporation in the Development Stage)
BALANCE SHEETS
================================================================================
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ------------
<S> <C> <C>
ASSETS
Cash $ 1,656 $ 4,090
Other Assets 16,363 10,158
Deferred Offering Costs 50,530 20,639
--------- ---------
TOTAL ASSETS $ 68,549 $ 34,887
========= =========
LIABILITIES
Note Payable $ 328,900 $ 80,000
Accrued expenses 71,299 26,123
--------- ---------
TOTAL LIABILITIES 400,199 106,123
SHAREHOLDERS' DEFICIT
Common shares, no par value:-10,000,000 shares
authorized: 1,000 shares issued and outstanding 10,000 10,000
Preferred stock--no par value: 1,000,000 shares
authorized: zero shares issued and outstanding -- --
Deficit accumulated during the development stage (341,650) (81,236)
--------- ---------
TOTAL SHAREHOLDERS' DEFICIT (331,650) (71,236)
--------- ---------
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 68,549 $ 34,887
========= =========
</TABLE>
See accompanying notes
<PAGE> 4
LAFAYETTE COMMUNITY BANCORP (A Corporation in the Development Stage) Statements
of Operations for the Three and Six Month Periods Ended June 30, 2000, and,
Cumulatively, for the period from January 29, 1999 (date of inception) through
June 30, 2000.
<TABLE>
<CAPTION>
Three months ended Six months ended For the period of
June 30, June 30, January 29, 1999
OPERATING EXPENSES 2000 2000 through June 30, 2000
------------------ ---------------- ---------------------
<S> <C> <C> <C>
Interest expense $ 6,776 $ 8,866 $ 9,693
Salaries and benefits 108,954 168,403 194,364
Occupancy and equipment 8,434 13,882 16,518
Legal and professional fees 24,393 39,763 87,173
Telephone 1,799 2,997 4,265
Other 16,881 26,503 29,637
Total operating expenses 167,237 260,414 341,650
--------- --------- ---------
Loss before income taxes (167,237) (260,414) (341,650)
Provision for income taxes -- -- --
--------- --------- ---------
NET LOSS $(167,237) $(260,414) $(341,650)
========= ========= =========
--------- --------- ---------
NET LOSS PER SHARE $ (167.24) $ (260.41) $ (544.89)
========= ========= =========
</TABLE>
See accompanying notes
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LAFAYETTE COMMUNITY BANCORP
(A CORPORATION IN THE DEVELOPMENT STAGE)
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
(UNAUDITED)
FOR THE PERIOD JANUARY 29, 1999 (DATE OF INCEPTION) TO JUNE 30, 2000
<TABLE>
<CAPTION>
Deficit Accumulated
During the
Common Stock Development Stage Total
------------ ------------------- ---------
<S> <C> <C> <C>
BALANCE AT INCEPTION
(JANUARY 29, 1999) $ -- $ -- $ --
Issuance of common stock 10,000 -- 10,000
Net loss through December 31, 1999 -- (81,236) (81,236)
--------- --------- ---------
BALANCE AT DECEMBER 31, 1999 10,000 (81,236) (71,236)
Net loss (260,414) (260,414)
--------- --------- ---------
BALANCE AT JUNE 30, 2000 $ 10,000 $(341,650) $(331,650)
========= ========= =========
</TABLE>
See accompanying notes
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LAFAYETTE COMMUNITY BANCORP (A Corporation in the Development Stage)
STATEMENTS OF CASH FLOWS
================================================================================
<TABLE>
<CAPTION>
Six months ended For the period
June 30, of January 29, 1999
2000 through June 30, 2000
---------------- ---------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($260,414) ($341,650)
Adjustments to reconcile net income to net cash
from operating activities
Change in other assets (6,205) (16,363)
Change in accrued expenses 45,176 71,299
--------- ---------
Net cash from operating activities (221,443) (286,714)
CASH FLOWS FROM FINANCING ACTIVITIES
Draws on note payable 248,900 328,900
Deferred offering costs (29,891) (50,530)
Sale of common stock -- 10,000
--------- ---------
Net cash from investing activities 219,009 288,370
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net decrease in cash (2,434) 1,656
Cash at beginning of period 4,090 --
--------- ---------
--------- ---------
CASH AT END OF PERIOD $ 1,656 $ 1,656
========= =========
</TABLE>
See accompanying notes
<PAGE> 7
LAFAYETTE COMMUNITY BANCORP
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
1. Accounting Policies
The significant accounting policies followed by Lafayette Community
Bancorp ("Bancorp") for interim financial reporting are consistent with the
accounting policies followed for annual financial reporting. The interim
financial statements have been prepared in accordance with instructions to Form
10-QSB and may not include all information and footnotes normally shown for full
annual financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for the periods
reported have been included in the accompanying unaudited consolidated financial
statements and all such adjustments are of a normal recurring nature.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the disclosures
provided and future results could differ.
Organization: Bancorp was incorporated on January 29, 1999, to become a
regulated bank holding company by chartering and capitalizing a wholly-owned
Indiana bank subsidiary, Lafayette Community Bank (Bank), to be located in
Lafayette, Indiana. The Bancorp was initially capitalized on August 10, 1999.
The Bancorp intends to raise between $9,000,000 and $12,000,000 through the
public offering of between 900,000 and 1,200,000 shares of the Company's common
stock, at $10 per share. Proceeds will be reduced by sales discounts and
offering costs. Proceeds from the offering will be used to capitalize the Bank
and provide working capital. Initiating business is contingent upon a number of
factors including the successful completion of the public offering and the
receipt of required regulatory approvals to establish the Bank.
Nature of Business: The Bank intends to generate commercial, mortgage and
installment loans and receive deposits from customers located in Tippecanoe and
contiguous counties in Indiana.
Deferred Offering Costs: Deferred offering costs include legal, consulting and
accounting costs incurred in connection with the registration of the Bancorp's
common stock. Those costs will be charged against the stock proceeds or, if the
offering is not successful, charged to expense.
Legal and Professional Fees: These expenses are costs incurred to organize the
Bancorp and to pursue gaining regulatory approval to charter the Bank. They are
being expensed as they are incurred.
2. Earnings Per Share
Earnings per share were computed based on a weighted average of 1,000 shares
outstanding during the first and second quarters of 2000 and 627 shares from the
date of inception to June 30, 2000. As no stock options have been granted, no
dilution of shares is reported.
3. Segment Reporting
As of June 30, 2000, Bancorp was in the development stage, and no reportable
segments had been identified.
<PAGE> 8
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATING AND
FINANCIAL CONDITION OR PLAN OF OPERATION
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Quarterly Report on Form 10-QSB are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as Bancorp "believes",
"anticipates", "expects", "estimates" or words of similar import. Similarly,
statements that describe Lafayette Community Bancorp's (Bancorp) future plans,
objectives or goals are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties which are described in
close proximity to such statements and which could cause actual results to
differ materially from those anticipated as of the date of this report.
Shareholders, potential investors and other readers are urged to consider these
factors in evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. The forward-looking
statements included herein are only made as the date of this report and Bancorp
undertakes no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.
GENERAL
Bancorp is a corporation in the development stage. It was incorporated on
January 29, 1999, to become a regulated bank holding company by chartering and
capitalizing a wholly owned Indiana bank subsidiary, Lafayette Community Bank
("Bank") to be located in Lafayette, Indiana. Bancorp intends to raise between
$9,000,000 and $12,000,000 through the public offering of between 900,000 and
1,200,000 shares of Bancorp's common stock, at $10 per share. Proceeds will be
reduced by sales discounts and offering costs. Proceeds from the offering will
be used to capitalize the Bank and provide working capital. Initiating business
is contingent upon the successful completion of the public offering. As of June
30, 2000, all regulatory applications had been approved except the final
approval of the Federal Reserve Board to form a bank holding company, and the
commencement of operations will occur upon the receipt of capital and final
approval by the Federal Reserve Board. Bancorp provides no assurance as to when
such approval will be received or what conditions such approval may contain.
The principal business of the Bank will consist of providing a wide range of
banking products and services that are reasonably priced and easily understood
by customers, with an emphasis on technology and electronic self-service
features. Lafayette Bank will offer various products for depositors including
checking and savings accounts, certificates of deposit and vault locker boxes.
Lending will be targeted on small- to medium-sized businesses, with 70% of the
loan portfolio projected to be in commercial loans.
<PAGE> 9
Bank will operate from two locations. The Bank's main office, which will also
serve as Bancorp's principal executive office, will be located in a two-story
building in downtown Lafayette that houses a full-service banking office,
Automated Teller Machine (ATM), drive-up banking system, executive offices,
board room and the operations department. Bancorp intends to enter into a lease
agreement for this facility with a partnership comprised of directors. The
second banking location is a full-service bank branch office including drive-up
banking and an ATM on the north side of Lafayette. Bancorp entered into a
noncancellable lease agreement for this office. The lease term runs through
March 31, 2005. Rent commenced on April 1, 2000.
The book value per share of Bancorp's nonvoting common shares at June 30, 2000,
was ($331.65.) The shares are held by the President and CEO of the Bancorp. No
market existed in such shares.
Bancorp has established director and employee stock option plans and allocated
15% of the outstanding shares of Bancorp to be eligible for grant under these
plans. No options have been granted. Options will be granted by a committee of
the Board of Directors of Bancorp (Board of Directors) and will be at the
greater of the offering price or the current fair market value of Bancorp common
stock.
Bancorp has not paid, and does not expect to pay, dividends in the foreseeable
future. Bancorp will retain any earnings to finance its growth. Future dividend
policy will depend on Bancorp's earnings, capital requirements, financial
condition and other factors deemed relevant by the Bancorp's Board of Directors.
<PAGE> 10
OPERATING EXPENSES
During the development stage of Bancorp, no income is realized. Operating
expenses realized are those current expenses that are not otherwise categorized
as deferred offering costs. Interest expense on the line of credit of Bancorp
was $8,866 for the six months ended June 30, 2000, and $6,776 for the three
months ended June 30, 2000. During the second quarter of 2000 the balance drawn
on the note payable increased from $175,000 at March 30, 2000, to $328,900 at
June 30, 2000. Interest is payable upon maturity. Salaries and benefits were
$168,403 for the first six months of 2000 and $108,954 for the second quarter of
2000. Salaries and benefits were paid to employees working for Bancorp during
the development stage. Occupancy and equipment expense was $13,882 for the first
six months, and $8,434 for the second quarter of 2000, respectively. This
expense was largely for rents and utilities for leased premises, as well as
small equipment expenses. Rental expense for the bank branch location commenced
during April 2000. Legal and professional fees during the first six months of
2000 were $39,763 and $24,393 for the second quarter of 2000. Most of this
expense was incurred to organize Bancorp and to pursue gaining regulatory
approval to charter the Bank. They are being expensed as they are incurred.
Telephone expenses during the first six months and the second quarter of 2000
were $2,997 and $1,799, respectively. Other expenses were $26,503 and $16,881
for the first six months and second quarter of 2000, respectively. The largest
component of other expenses was approximately $8,100 of insurance expense during
the first six months of 2000.
During 1999, primarily from fourth quarter salary expenses and legal expenses, a
net loss of $81,236 was recorded. Since inception, total expenses aggregate to
$341,650.
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INCOME TAXES
No income tax expense or benefit is being recorded. As Bancorp is in the
development stage, its expenses are not currently deductible for income tax
purposes. Upon initiation of business, these expenses will be deductible and
Bancorp expects to have operating loss carryforwards for income tax purposes
that may be utilized to offset otherwise taxable income during a 15-year period.
No tax benefit or deferred tax asset is being recorded, as the value of these
benefits depends upon Bancorp successfully initiating its business and becoming
profitable.
BALANCE SHEET
Total assets were $68,549 at June 30, 2000 and $34,887 at December 31, 1999.
Cash was $1,656 at June 30, 2000, compared to $4,090 at December 31, 1999. Cash
is received as Bancorp makes draws on its line of credit. Other assets at June
30, 2000, and December 31, 1999, were $16,363 and $10,158, respectively. Other
assets consist of prepaid insurance premiums and prepaid deposit and rent on the
bank branch location. Deferred operating costs were $50,530 and $20,639,
respectively, at June 30, 2000, and December 31, 1999. Deferred operating costs
are legal, consulting and accounting costs incurred in connection with the
registration of Bancorp's common stock. Those costs will be net against the
stock proceeds upon the completion of the offering. If the offering is not
successful, the entire amount will be charged to expense.
Total liabilities were $400,199 at June 30, 2000, and $106,123 at December 31,
1999. The note payable was $328,900 at June 30, 2000, and $80,000 at December
31, 1999. Bancorp had a $350,000 bank line of credit as of June 30, 2000. The
line was originated on August 24, 1999 and matures August 24, 2000. Principal
and interest are payable at maturity. The line is secured by the guarantee of
four directors and is used to fund pre-opening expenses of Bancorp. Accrued
expenses payable at June 30, 2000, and December 31, 1999, respectively, were
$71,299 and $26,123. The principal component is legal expense in connection with
the public offering.
CAPITAL
Total shareholders' deficit at June 30, 2000, was ($331,650). This was comprised
of the beginning deficit of ($71,236) at January 1, 2000, less a net loss of
($260,414) for the first six months of 2000.
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Bancorp filed a registration on Form SB-2 (SEC file number 333-34254) with the
Securities and Exchange Commission on April 7, 2000. This filing went effective
on June 23, 2000 for the sale of $9,000,000 to $12,000,000 of common stock. The
offering commenced on June 26, 2000. Under the terms of the offering,
subscription proceeds have been placed into an escrow account and no shares will
be sold until certain conditions have been satisfied; as such, no shares have
been sold as of August 14, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits -
27 Financial Data Schedule
B. None
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LAFAYETTE COMMUNITY BANCORP
By: /s/ David R. Zimmerman
--------------------------------------
David R. Zimmerman
Chairman and Chief Executive Officer
By: /s/ Michael T. Mootz
--------------------------------------
Michael T. Mootz
Senior Vice President and Chief
Financial Officer
DATE: August 14, 2000
