<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 SEPTEMBER 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
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LAFAYETTE COMMUNITY BANCORP
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(Name of Small Business Issuer in its charter)
INDIANA 35-2082918
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(State of incorporation) I.R.S. Employer Identification Number
2 NORTH 4TH STREET LAFAYETTE, INDIANA 47901
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(Address of principal executive offices and zip code)
(765) 429-7200
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(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 November 14, 2000, there were 902,000 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
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<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at September 30, 2000, and December 31, 1999__________ 2
Statements of Operations for the three and nine months ended
September 30, 2000, and for the period from January 29, 1999, (date
of inception) to September 30, 2000__________________________________ 3
Statement of Changes in Shareholders' Deficit for the period from
January 29, 1999, (date of inception) to September 30, 2000__________ 4
Statements of Cash Flows for the nine months ended September 30,
2000, and for the period from January 29, 1999, (date of inception)
to September 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>
September 30, December 31,
2000 1999
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<S> <C> <C>
ASSETS
Cash $ 4,521 $ 4,090
Furniture, fixtures and improvements 481,196 -
Other Assets 17,193 10,158
Deferred Offering Costs 122,889 20,639
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TOTAL ASSETS $ 625,799 $ 34,887
=========== ===========
LIABILITIES
Notes Payable $ 505,000 $ 80,000
Accrued expenses 622,121 26,123
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TOTAL LIABILITIES 1,127,121 106,123
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 (511,322) (81,236)
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TOTAL SHAREHOLDERS' DEFICIT (501,322) (71,236)
----------- -----------
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TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 625,799 $ 34,887
=========== ===========
</TABLE>
See accompanying notes
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LAFAYETTE COMMUNITY BANCORP (A Corporation in the Development Stage)
Statements of Operations for the Three and Nine Month Periods
Ended September 30, 2000, and, Cumulatively, for the period from
January 29, 1999 (date of inception) through September 30, 2000.
<TABLE>
<CAPTION>
Three months ended Nine months ended For the period of
September 30, September 30, January 29, 1999
2000 2000 through September 30, 2000
-------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING EXPENSES
Interest expense $ 11,279 $ 20,145 $ 20,972
Salaries and benefits 110,673 279,076 305,037
Occupancy and equipment 7,668 21,550 24,186
Legal and professional fees 13,695 53,458 100,868
Telephone 4,450 7,447 8,715
Other 21,907 48,410 51,544
Total operating expenses 169,672 430,086 511,322
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Loss before income taxes (169,672) (430,086) (511,322)
Provision for income taxes - - -
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NET LOSS $(169,672) $(430,086) $(511,322)
========= ========= =========
--------- --------- ---------
NET LOSS PER SHARE $ (169.67) $ (430.09) $ (748.64)
========= ========= =========
</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 SEPTEMBER 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 through September 30, 2000 (430,086) (430,086)
---------------------------------------------
BALANCE AT SEPTEMBER 30, 2000 $ 10,000 $(511,322) $(501,322)
=============================================
</TABLE>
See accompanying notes
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LAFAYETTE COMMUNITY BANCORP (A Corporation in the Development Stage)
STATEMENTS OF CASH FLOWS
================================================================================
<TABLE>
<CAPTION>
Nine months ended For the period
September 30, of January 29, 1999
2000 through September 30, 2000
----------------- --------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($430,086) ($511,322)
Adjustments to reconcile net income to net cash
from operating activities
Change in other assets (7,035) (17,193)
Change in accrued expenses 595,998 622,121
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Net cash from operating activities 158,877 93,606
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture, fixtures and improvements (481,196) (481,196)
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Net cash from investing activities (481,196) (481,196)
CASH FLOWS FROM FINANCING ACTIVITIES
Draws on note payable 425,000 505,000
Deferred offering costs (102,250) (122,889)
Sale of common stock - 10,000
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Net cash from financing activities 322,750 392,111
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Net decrease in cash 431 4,521
Cash at beginning of period 4,090 -
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CASH AT END OF PERIOD $ 4,521 $ 4,521
========= =========
</TABLE>
See accompanying notes
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LAFAYETTE COMMUNITY BANCORP
(A CORPORATION IN THE DEVELOPMENT STAGE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 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.
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.
Subsequent Events: Bancorp raised $9,010,000 through the public offering of
901,000 shares of common stock, at $10 per share. The offering was completed on
October 7, 2000, and closing took place on October 27, 2000. Proceeds were
reduced by $423,185 of offering costs. Proceeds of $7,580,000 were used to
capitalize the Bank and provide working capital. All regulatory requirements
were satisfied and the Bank commenced operations on November 1, 2000.
2. Earnings Per Share
Earnings per share were computed based on a weighted average of 1,000 shares
outstanding during the first nine months of 2000 and 683 shares from the date of
inception to September 30, 2000. As no stock options have been granted, no
dilution of shares is reported.
3. Segment Reporting
As of September 30, 2000, Bancorp was in the development stage, and no
reportable segments had been identified.
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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
The 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. Bancorp raised $9,010,000 through the public offering of Bancorp's
common stock, at $10 per share. Proceeds of the offering were disbursed on
October 27, 2000. Proceeds were reduced by $423,185 of offering costs. Proceeds
of $7,580,000 were used to capitalize the Bank and provide working capital. All
regulatory requirements were satisfied and the Bank commenced operations on
November 1, 2000.
The principal business of the Bank consists 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.
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.
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. Bank has entered into a lease
agreement for this facility with a partnership comprised of directors. The lease
term
<PAGE> 9
runs through October 31, 2005. Rent commenced on November 1, 2000. 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 September 30,
2000, was ($501.32.) 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.
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 borrowings of Bancorp was
$20,145 for the nine months ended September 30, 2000, and $11,279 for the three
months ended September 30, 2000. During the third quarter of 2000 the balance
drawn on the notes payable increased from $328,900 at June 30, 2000, to $505,000
at September 30, 2000. Interest is payable upon maturity. Salaries and benefits
were $279,076 for the first nine months of 2000 and $110,673 for the third
quarter of 2000. Salaries and benefits were paid to employees working for
Bancorp during the development stage. Occupancy and equipment expense was
$21,550 for the first nine months, and $7,668 for the third 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 nine months of 2000 were $53,458 and $13,695 for the third quarter of
2000. Most of this expense was incurred to organize Bancorp and to pursue
gaining regulatory approval to charter the Bank. These costs are being expensed
as they are incurred. Telephone expenses during the first nine months and the
third quarter of 2000 were $7,447 and $4,450, respectively. Other expenses were
$48,410 and $21,907 for the first nine months and third quarter of 2000,
respectively. Other expenses is comprised of expenses incurred in the operation
of the Bancorp.
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
$511,322.
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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 $625,799 at September 30, 2000 and $34,887 at December 31,
1999. Cash was $4,521 at September 30, 2000, compared to $4,090 at December 31,
1999. Cash is received as Bancorp makes draws on its line of credit. Bancorp has
acquired $481,196 of equipment and leasehold improvements to get ready for
operations. None of these assets are presently in service. Other assets at
September 30, 2000, and December 31, 1999, were $17,193 and $10,158,
respectively. Other assets at September 30, 2000, consist of prepaid insurance
premiums and prepaid deposit and rent on the bank branch location. Deferred
operating costs were $122,889 and $20,639, respectively, at September 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 $1,127,121 at September 30, 2000, and $106,123 at
December 31, 1999. The notes payable were $505,000 at September 30, 2000, and
$80,000 at December 31, 1999. Bancorp had a $350,000 bank line of credit as of
September 30, 2000. The line was originated on August 24, 1999 and matured
August 24, 2000. The lender granted an extension until October 7, 2000.
Principal and interest are payable at maturity. The line is secured by the
guarantee of four directors. Directors of the Bancorp also issued promissory
notes totaling $155,000 to the Bancorp. The notes mature October 7, 2000, and
principal and interest are due at maturity. These funds were used for
pre-opening expenses of Bancorp. Accrued expenses payable at September 30, 2000,
and December 31, 1999, respectively, were $622,121 and $26,123. The principal
component are obligations to vendors for fixed assets and equipment payable upon
completion of the offering.
CAPITAL
Total shareholders' deficit at September 30, 2000, was ($501,322) was comprised
of the beginning deficit of ($71,236) at January 1, 2000, less a net loss of
($430,086) for the first nine months of 2000.
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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 were placed into an escrow account. As of October 7, 2000,
$9,010,000 of subscription proceeds had been received. On October 27, 2000, the
proceeds were dispersed. Proceeds were reduced by $423,185 of offering costs.
Proceeds of $7,580,000 were used to capitalize the Bank and provide working
capital. All regulatory requirements were satisfied and the Bank commenced
operations on November 1, 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/ Dennis R. Hardwick
------------------------------------
Dennis R. Hardwick
Vice President and Controller
DATE: August 14, 2000
