UNITED STATES
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 September 30, 2004
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
For the transition period from _______ to _______
Commission file number 000-50946
AMERICAN COMMUNITY BANCORP, INC.
----------------------------------------------------
(Exact Name of Small Business Issuer in its Charter)
Indiana 20-1541152
- ------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
4424 Vogel Road
Evansville, Indiana 47715
----------------------------------------
(Address of principal executive offices)
(812) 962-2265
---------------------------
(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 [ ]
Number of shares of the Issuer's common stock, no par value, outstanding
on November 8, 2004: 1,582,417.
Transitional Small Business Disclosure Format Yes [ ] No [X]
AMERICAN COMMUNITY BANCORP, INC.
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 2004 (unaudited) and December 31, 2003 ...... 2
Consolidated Statements of Income (unaudited)
Three Months Ended September 30, 2004 and 2003 and
Nine Months Ended September 30, 2004 and 2003 ....... 3
Consolidated Statements of Changes in Stockholders Equity the
Year Ended December 31, 2003 and the Nine Months Ended
September 30, 2004 .................................. 4
Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended September 30, 2004 and 2003 ............. 5
Notes to Consolidate Financial Statements (unaudited) ........... 6-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................. 11-19
Item 3. Controls and Procedures ............................................ 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .................................................. 20
Item 2. Unregistered Sales of Equity Securities ............................ 20
Item 3. Defaults Upon Senior Securities .................................... 20
Item 4. Submission of Matters to a Vote of Security Holders ................ 20
Item 5. Other Information .................................................. 20
Item 6. Index to Exhibits .................................................. 21-22
Signatures ......................................................... 23
ITEM 1. FINANCIAL STATEMENTS
AMERICAN COMMUNITY BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- -------------
ASSETS
Cash and due from banks $ 3,811,723 $ 4,862,221
Interest bearing balances with banks 2,405,044 2,454,940
Federal funds sold 1,903,000 2,690,000
------------- -------------
Total cash and cash equivalents 8,119,767 10,007,161
Securities available for sale, at fair value 14,852,395 14,685,496
Nonmarketable equity securities 671,900 586,600
Loans, net of allowance for loan losses of
$1,952,000 and $1,498,500 128,006,256 97,400,525
Premises and equipment 5,588,953 5,663,967
Accrued interest receivable 548,897 410,840
Bank owned life insurance 1,021,108 -
Other assets 161,659 198,164
------------- -------------
Total assets $ 158,970,935 $ 128,952,753
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits
Non-interest bearing $ 13,061,798 $ 13,471,364
Interest bearing 127,493,900 102,035,140
------------- -------------
Total deposits 140,555,698 115,506,504
Federal funds purchased & other borrowed funds 3,500,000 -
Accrued interest payable 231,759 128,966
Accrued expenses and other liabilities 37,953 136,408
------------- -------------
Total liabilities 144,325,410 115,771,878
SHAREHOLDERS' EQUITY
Common stock, $0 par value, 3,000,000 shares authorized; shares issued
and outstanding 1,582,417 and 1,499,042 at amount paid in 15,536,687 14,519,877
Accumulated deficit (899,525) (1,362,304)
Accumulated other comprehensive income 8,363 23,302
------------- -------------
Total shareholders' equity 14,645,525 13,180,875
------------- -------------
Total liabilities and shareholders' equity $ 158,970,935 $ 128,952,753
============= =============
See accompanying notes to the unaudited financial statements.
2
AMERICAN COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
---------- ---------- ---------- ----------
INTEREST INCOME:
Interest and fees on loans $1,636,701 $1,148,802 $4,382,144 $3,319,270
Securities 156,919 123,441 479,701 312,321
Interest bearing balances with other banks 11,908 2,971 33,423 6,791
Federal funds sold 9,460 4,086 17,914 26,496
---------- ---------- ---------- ----------
TOTAL INTEREST INCOME 1,814,988 1,279,300 4,913,182 3,664,878
---------- ---------- ---------- ----------
INTEREST EXPENSE:
Deposits 601,170 496,074 1,603,989 1,471,332
Federal funds purchased 2,041 568 2,461 823
FHLB advances 7,405 - 8,352 -
---------- ---------- ---------- ----------
TOTAL INTEREST EXPENSE 610,616 496,642 1,614,802 1,472,155
---------- ---------- ---------- ----------
NET INTEREST INCOME 1,204,372 782,658 3,298,380 2,192,723
Provision for loan losses 207,000 78,500 466,179 206,500
NET INTEREST INCOME AFTER
---------- ---------- ---------- ----------
PROVISION FOR LOAN LOSSES 997,372 704,158 2,832,201 1,986,223
---------- ---------- ---------- ----------
OTHER INCOME
Service charges on deposit accounts 32,487 19,345 76,474 50,017
Gain on sale of loans 81,567 103,372 280,958 317,430
Gain on sale of securities 14,988 7,215 14,988
Other 86,838 25,953 203,865 114,519
---------- ---------- ---------- ----------
TOTAL OTHER INCOME 200,892 163,658 568,512 496,954
---------- ---------- ---------- ----------
OTHER EXPENSE
Salaries and benefits 567,320 459,750 1,674,153 1,290,288
Occupancy and equipment 108,666 100,944 312,403 265,562
Marketing 19,948 11,241 66,509 63,159
Data processing 63,606 53,793 181,796 153,160
Supplies, printing and delivery expense 18,306 13,047 54,410 55,721
Legal and professional 70,691 41,052 225,485 159,142
Other 167,766 79,411 423,178 251,650
---------- ---------- ---------- ----------
TOTAL OTHER EXPENSE 1,016,303 759,238 2,937,934 2,238,682
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 181,961 108,578 462,779 244,495
Income taxes - - - -
---------- ---------- ---------- ----------
NET INCOME $ 181,961 $ 108,578 $ 462,779 $ 244,495
========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ 0.12 $ 0.07 $ 0.31 $ 0.18
DILUTED EARNINGS PER SHARE $ 0.11 $ 0.07 $ 0.30 $ 0.18
AVERAGE SHARES OUTSTANDING 1,527,730 1,499,042 1,508,605 1,331,976
AVERAGE DILUTED SHARES OUTSTANDING 1,602,062 1,511,485 1,559,143 1,342,532
See accompanying notes to the unaudited financial statements.
3
AMERICAN COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2003 AND THE NINE-MONTH PERIOD ENDED
SEPTEMBER 30, 2004 (UNAUDITED)
Accumulated
Other
Common Accumulated Comprehensive
Stock Surplus Deficit Income Total
----------- ----------- ------------ --------- -----------
Balance December 31, 2002 $ 5,818,540 $ 5,147,083 $ (1,663,998) $ 127,833 $ 9,429,458
Issuance of 335,334 shares
of common stock, net of
offering costs 1,676,670 1,877,584 3,554,254
Comprehensive income:
Net income 301,694 301,694
Other comprehensive income,
net of tax: unrealized gains on
securities available for sale
arising during the period net
of tax of $(62,626) (95,480)
Reclassification adjustment,
net of tax of $(5,937) (9,051)
-----------
Other comprehensive income,
net of tax of $(68,493) (104,531) (104,531)
-----------
Comprehensive income 197,163
Balance December 31, 2003 7,495,210 7,024,667 (1,362,304) 23,302 13,180,875
----------- ----------- ------------ --------- -----------
Issuance of 83,375 shares of
common stock net of offering
costs 416,875 599,935 1,016,810
Net Income 462,779 462,779
Other comprehensive income,
net of tax: unrealized gains on
securities available for sale
arising during the period net
of tax of $(9,908) (14,939) (14,939)
-----------
Comprehensive income 447,840
Reclassification of capital
accounts as a result of the
completion of the Reorganization
between the Bank of Evansville,
N.A., Interim Bank of Evansville
and American Community
Bancorp, Inc. 7,624,602 (7,624,602) -
----------- ----------- ------------ --------- -----------
Balance September 30, 2004 $15,536,687 $ - $ (899,525) $ 8,363 $14,645,525
=========== =========== ============ ========= ===========
See accompanying notes to the unaudited financial statements.
4
AMERICAN COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
2004 2003
------------ ------------
Cash flows from operating activities
Net income $ 462,779 $ 244,495
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 288,289 244,185
Amortization of premium on securities 35,717 51,132
Provision for loan losses 466,179 206,500
Proceeds from sale of loans 19,254,550 24,200,430
Loans originated for sale (18,973,392) (23,883,000)
Gain on sale of securities available for sale (7,215) (14,988)
Gains on sales of loans, net (280,958) (317,430)
Increase in other assets (122,660) (58,189)
Increase in accrued expenses and other liabilities 14,046 35,210
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,137,135 708,345
------------ ------------
Cash flows (used in) provided by investing activities
Net increase in loans (31,071,910) (17,007,318)
Purchase of securities available for sale (3,744,062) (8,306,478)
Increase in nonmarketable equity securities (85,300) (92,150)
Proceeds from calls and principal payments on
securities available for sale 2,016,799 2,055,022
Proceeds from maturities of securities available for sale 750,000
Proceeds from sale of securities available for sale 757,215 1,031,870
Purchase premises, equipment and leasehold expenditures (213,275) (1,362,615)
Purchase of bank owned life insurance (1,000,000) -
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (32,590,533) (23,681,669)
------------ ------------
Cash flows from financing activities
Net increase in deposits 25,049,194 17,067,263
Increase in federal funds purchased & other borrowed funds 3,500,000 -
Net proceeds from issuance of common stock 1,016,810 3,554,254
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 29,566,004 20,621,517
------------ ------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (1,887,394) (2,351,807)
Cash and cash equivalents beginning of period 10,007,161 9,011,626
------------ ------------
Cash and cash equivalents end of period $ 8,119,767 $ 6,659,819
============ ============
See accompanying notes to the unaudited financial statements.
5
AMERICAN COMMUNITY BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
On September 14, 2004, the Agreement and Plan of Reorganization (the
"Reorganization Agreement") between American Community Bancorp, Inc. (the
"Company"), Bank of Evansville, N.A. (the "National Bank"), and Interim Bank of
Evansville (the "Interim Bank"), dated June 2, 2004, and approved at the Special
Meeting of Shareholders of the National Bank held on July 27, 2004, became
effective. Pursuant to the Reorganization Agreement, the National Bank was
merged with and into the Interim Bank, and each outstanding share of common
stock, $5.00 par value per share, of the National Bank was converted into one
share of common stock, no par value, of the Company (the "Reorganization"). As a
result of the Reorganization, the Interim Bank has become a wholly-owned
subsidiary of the Company. Additionally, pursuant to the Reorganization
Agreement, the name of Interim Bank has been changed to Bank of Evansville.
The accompanying consolidated financial statements are presented as if the
Reorganization occurred on January 1, 2003 and have been prepared in accordance
with the accounting principles generally accepted. These statements should be
read in conjunction with the financial statements and accompanying footnotes
included in the National Bank's Annual Report on Form 10-KSB for 2003 which was
filed with the Office of the Comptroller of the Currency on March 30, 2004. In
the opinion of management, all adjustments, consisting of normal recurring
adjustments, considered necessary for a fair presentation have been included.
The results shown in this interim report are not necessarily indicative of
results to be expected for any other period or for the full year ended December
31, 2004.
The Bank provides a full range of banking services to individual and corporate
customers in Vanderburgh County, Indiana, including Evansville and the
surrounding areas in Southwestern Indiana. The Bank is subject to competition
from other financial institutions and nonfinancial institutions providing
financial products and services. Additionally, the Bank is subject to
regulations of certain regulatory agencies and undergoes periodic examinations
by those regulatory agencies, including the Indiana Department of Financial
Institutions and the Federal Reserve, the Bank's primary regulator. The Company
is regulated by and will undergo periodic examinations by the Federal Reserve.
NOTE 2. STOCK OPTIONS
At September 30, 2004, the Company has stock-based compensation plans which are
described more fully in the notes to the Company's December 31, 2003, audited
financial statements contained in the Company's Annual Report on Form 10-KSB.
The Company accounts for the plans under the recognition and measurement
principles of Accounting Principals Board Opinion No. 25, Accounting for Stock
Issued to Employees, and related Interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price that was equal to or greater than the market value
of the underlying common stock on the grant date.
6
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value provisions of Financial Accounting
Standards Board Statement No. 123, Accounting for Stock-Based Compensation, to
stock based employee compensation.
Periods ended September 30,
Three Months Nine Months
------------ -----------
2004 2003 2004 2003
----------- ----------- ----------- -----------
Net income as reported $ 181,961 $ 108,578 $ 462,779 $ 244,495
Less: Total stock-based compensation
determined under the fair value method (39,558) (74,702) (210,407) (189,386)
----------- ----------- ----------- -----------
Pro forma net income $ 142,403 $ 33,876 $ 252,372 $ 55,109
=========== =========== =========== ===========
Basic earnings per share - as reported $ 0.12 $ 0.07 $ 0.31 $ 0.18
Basic earnings per share - pro forma $ 0.09 $ 0.02 $ 0.17 $ 0.04
Diluted earnings per share - as reported $ 0.11 $ 0.07 $ 0.30 $ 0.18
Diluted earnings per share - pro forma $ 0.09 $ 0.02 $ 0.16 $ 0.04
NOTE 3. INVESTMENT SECURITIES
Investment securities consist of U.S. Government Agency debt obligations and
U.S. Government Agency sponsored mortgage-backed securities. The following table
reflects the fair value, amortized cost and unrealized gains or (losses) on
these securities:
September 30, 2004
-----------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
U. S. government agencies and
corporations $11,755,479 $ 78,012 $(39,030) $11,794,461
Mortgage-backed securities 3,082,978 11,512 (36,556) 3,057,934
----------- -------- -------- -----------
Total $14,838,457 $ 89,524 $(75,586) $14,852,395
=========== ======== ======== ===========
December 31, 2003
-----------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
U. S. government agencies and
corporations $11,030,515 $123,451 $(54,435) $11,099,531
Mortgage-backed securities 3,616,396 9,835 (40,266) 3,585,965
----------- -------- -------- -----------
Total $14,646,911 $133,286 $(94,701) $14,685,496
=========== ======== ======== ===========
7
NOTE 4. LOANS
Major classifications of loans are as follows:
September 30, December 31,
2004 2003
------------- ------------
Real estate $ 8,646,989 $ 9,103,307
Commercial 37,561,801 32,045,184
Commercial real estate 72,276,545 48,948,919
Consumer 893,640 930,292
Home equity 10,620,693 7,928,465
Other 52,388 17,936
------------- ------------
130,052,056 98,974,103
Net deferred loan fees, premiums
and discounts (93,800) (75,078)
Allowance for loan losses (1,952,000) (1,498,500)
------------- ------------
Loans, net $ 128,006,256 $ 97,400,525
============= ============
NOTE 5. PREMISES AND EQUIPMENT
Premises and equipment consist of:
September 30, December 31,
2004 2003
----------- -----------
Land $ 701,060 $ 701,060
Building and improvements 4,472,902 4,393,584
Equipment 1,303,384 1,169,427
----------- -----------
6,477,346 6,264,071
Accumulated depreciation (888,393) (600,104)
----------- -----------
$ 5,588,953 $ 5,663,967
=========== ===========
8
NOTE 6. INTEREST BEARING DEPOSITS
Interest-bearing deposits consist of the following:
September 30, December 31,
2004 2003
------------ ------------
Savings $ 3,259,964 $ 3,205,827
NOW accounts 40,363,161 39,566,999
Money market deposit accounts 21,269,373 10,530,705
Time deposits under $100,000 15,371,909 11,390,045
Time deposits $100,000 and over 47,229,493 37,341,564
------------ ------------
Total $127,493,900 $102,035,140
============ ============
NOTE 7. EARNINGS PER SHARE
The following table reflects the calculation of basic and diluted earnings per
share:
Three months ended Nine months ended
September 30, September 30,
2004 2003 2004 2003
---------- ---------- ---------- ----------
BASIC
Net income $ 181,961 $ 108,578 $ 462,779 $ 244,495
---------- ---------- ---------- ----------
Weighted average common shares outstanding 1,527,730 1,499,042 1,508,605 1,331,976
---------- ---------- ---------- ----------
Basic income per common share $ 0.12 $ 0.07 $ 0.31 $ 0.18
========== ========== ========== ==========
DILUTED
Net income $ 181,961 $ 108,578 $ 462,779 $ 244,495
---------- ---------- ---------- ----------
Weighted average common shares outstanding 1,527,730 1,499,042 1,508,605 1,331,976
Dilutive effect of assumed stock option and
warrant exercises 74,332 12,443 50,538 10,556
---------- ---------- ---------- ----------
Weighted average common shares outstanding
assuming dilution 1,602,062 1,511,485 1,559,143 1,342,532
---------- ---------- ---------- ----------
Diluted income per share $ 0.11 $ 0.07 $ 0.30 $ 0.18
========== ========== ========== ==========
NOTE 8. SHAREHOLDER EQUITY TRANSACTIONS
On June 30, 2004 the Company and German American Bancorp entered into an
agreement pursuant to which German American Bancorp would purchase from the
Company 83,375 shares of authorized but unissued common stock of the Company for
a purchase price of $12.25 per share, net of brokerage commissions. The stock
purchase by German American Bancorp closed on August 31, 2004.
9
NOTE 9. DEFERRED COMPENSATION
The Bank's Board of Directors approved a deferred compensation arrangement for
an executive officer, which will be effective April 1, 2004 and will provide
benefits at age sixty-five. The present value for the estimated liability under
the arrangement is being accrued using a discount rate of 6.25% ratably over the
remaining years until the employee becomes eligible for benefits. A formal
agreement for this deferred compensation is being prepared and is expected to be
executed in the near future. Deferred compensation charged to expense was
$11,130 and $22,260 for the three and nine-months ended September 30, 2004,
respectively.
NOTE 10. BANK HOLDING COMPANY FORMATION
In June 2004, the Board of Directors approved a revised plan to adopt a bank
holding company structure. Under the plan, the Bank of Evansville, N.A. merged
with Interim Bank of Evansville, an Indiana state-chartered interim bank formed
for the purpose of accomplishing the reorganization and the wholly-owned
subsidiary of American Community Bancorp, Inc. a newly organized Indiana
corporation formed to serve as the holding company for the Bank. Under the
reorganization each share of stock in the Bank of Evansville, N.A. was
exchanged, in a tax-fee transaction, for one share of common stock of the
holding company. On July 27, 2004, the shareholders of the National Bank
approved the reorganization at a Special Meeting of the shareholders and the
reorganization became effective on September 14, 2004.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results of the Company and its bank subsidiary, Bank of Evansville (collectively
with its predecessor, Bank of Evansville, N.A. the "Bank"), during the periods
included in the accompanying consolidated financial statements. The results of
operation for the nine month period ended September 30, 2004 are not necessarily
indicative of the results to be expected for the full year.
FORWARD LOOKING STATEMENTS
The statements contained in this Quarterly Report filed on Form 10-QSB that are
not historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. Forward-looking statements are made
based upon management's current expectations and beliefs concerning future
developments and their potential effects on the Company. There can be no
assurance that future developments affecting the Company will be as anticipated
by management. Actual results may differ materially from those included in the
forward-looking statements. These forward-looking statements involve risks and
uncertainties, including, but not limited to, the following:
- the Bank's status as a recently formed organization (2001)
with limited operating history;
- the effect of extensive banking regulation on the Bank's
ability to grow and compete;
- the effects of changes in federal economic and monetary
policies on the Bank's ability to attract deposits, make loans
and achieve satisfactory interest rate spreads;
- the Bank's dependence on key management personnel;
- the Bank's dependence on a favorable local economic
environment in the Bank's service area;
- the Bank's dependence on net interest spread for
profitability;
- the Bank's continuing ability to implement developments in
technology to be competitive;
- the credit risks inherent in lending activities;
- changes in management's estimate of the adequacy of the
allowance for loan losses and
- the effect of changes in accounting principles, policies or
guidelines.
Readers are also directed to other risks and uncertainties discussed in other
documents filed by the Bank with the Securities Division of the Office of the
Comptroller of the Currency (the "OCC") including the Bank's Form 10-KSB filed
with the OCC on March 30, 2004, and the Bank's Registration Statement on Form
S-3 filed with the OCC on January 30, 2003. The Company undertakes no obligation
to update or revise any forward-looking statements as a result of new
information, future developments or otherwise.
INTRODUCTION
The Bank is a state chartered bank with depository accounts insured by the
Federal Deposit Insurance Corporation and is a member of the Federal Reserve
System. The Bank provides a full range of commercial and consumer banking
services from two offices in Vanderburgh County, Indiana, for customers located
primarily in Vanderburgh, Gibson, Posey and Warrick Counties, Indiana. This area
includes Evansville and its surrounding communities.
11
The following presents management's discussion and analysis of the financial
condition of the Company as of September 30, 2004 and the results of operation
for the three months and nine months then ended.
FINANCIAL CONDITION OVERVIEW
Total assets grew $30,018,182 or 23.3% to $158,970,935 at September 30, 2004
from $128,952,753 reported at December 31, 2003. The growth in assets was
primarily attributable to an increase in loans of 31.4%. Total deposits
increased $25,049,194 or 21.7% to $140,555,698 at September 30, 2004 compared to
$115,506,504 at December 31, 2003.
Cash and cash equivalents were $8,119,767 at September 30, 2004, compared to
$10,007,161 at December 31, 2003. The Bank maintains cash on hand and in
correspondent banks at a level management believes is adequate to support
day-to-day operations. Excess funds are invested in the overnight federal funds
market and short-term certificates of deposit. Securities available for sale
were $14,852,395 at September 30, 2004 and $14,685,496 at December 31, 2003. The
Bank maintains its securities portfolio primarily to provide liquidity, and to
support loan growth and fluctuations in deposit levels. In addition, securities
available for sale provide potential liquidity as collateral for repurchase
agreements and Federal Home Loan Bank (FHLB) borrowings.
The Bank has experienced strong loan growth in the first three quarters of 2004.
Total loans were $130,052,056 at September 30, 2004, an increase of $31,077,953,
or 31.4% over the December 31, 2003 total of $98,974,103. Commercial and
commercial real estate loans accounted for $28,844,243 or 92.8% of the increase.
The percentage distribution of loans by major classifications is as follows:
September 30, December 31,
2004 2003
------------- ------------
Real estate 6.65% 9.20%
Commercial 28.88% 32.38%
Commercial real estate 55.57% 49.45%
Consumer 0.69% 0.94%
Home equity 8.17% 8.01%
Other 0.04% 0.02%
------ ------
100.00% 100.00%
====== ======
For the nine month period ending September 30, 2004, net charge-offs totaled
$12,679 or .01%, on an annualized basis, of average loans outstanding for the
period, net of unearned income. There were no charges-offs in 2003. The
allowance for loan losses at September 30, 2004 was $1,952,000 or 1.50% of total
loans compared to $1,498,500 or 1.51% at December 31, 2003. In each accounting
period the allowance for loan losses is adjusted by management to an amount
management believes is necessary to maintain the allowance at adequate levels
for known and probable losses. Management's evaluation of the allowance is based
on the consideration of several factors including actual loss experience, the
present and prospective financial condition of borrowers, industry
concentrations within the portfolio and general economic conditions, as well as
any specifically identifiable problem loans. Management believes that the
allowance is adequate, based on the broad range of considerations listed above,
and absent some of those factors, based upon peer industry data for comparable
banks. Additional increases in the dollar amount of the allowance for loan
losses are expected in future periods due to anticipated growth in the loan
portfolio. At September 30, 2004 the recorded investment for loans for which
impairment has been recognized was $155,862. This amount represents two loan
relationships, one of which is in the amount of $85,667, with a $50,000 related
allowance. The other relationship in the amount of $70,195, represents
12
the SBA guaranteed portion of a loan; the un-guaranteed portion of this loan was
charged-off in June 2004. At September 30, 2003 impaired loans totaled $178,000
with a $50,000 related allowance.
Net premises and equipment at September 30, 2004 was $5,588,953 compared to
$5,663,967 at December 31, 2003. On April 19, 2002 the Bank purchased a 40,000
square foot building, located at 4424 Vogel Road in Evansville, Indiana, to be
used as its headquarters and east side banking facility for approximately $2.2
million. The Bank remodeled approximately 11,600 square feet of the building for
its use at a cost of approximately $1.7 million. The Bank commenced operations
in its new headquarters on February 18, 2003. In 2004 additional office space on
the second floor was built-out, at a cost of approximately $70,000, to
accommodate current and future staff additions. This space was previously used
for storage. The portions of the building not used by the Bank are leased to
various other businesses.
Other assets consisting primarily of accrued interest receivable were $161,659
at September 30, 2004, compared to $198,164 at December 31, 2003.
Deposits grew to $140,555,698, an increase of $25,049,194 or 21.7% over the
$115,506,504 reported at December 31, 2003. The following table indicates the
major categories of deposits:
September 30, 2004 December 31, 2003
Dollars Percent Dollars Percent
------------ ------- ------------ -------
Non-interest bearing demand $ 13,061,798 9.29% $ 13,471,364 11.66%
Savings 3,259,964 2.32% 3,205,827 2.77%
NOW accounts 40,363,161 28.72% 39,566,999 34.26%
Money market deposit accounts 21,269,373 15.13% 10,530,705 9.12%
Time deposits under $100,000 15,371,909 10.94% 11,390,045 9.86%
Time deposits $100,000 and over 47,229,493 33.60% 37,341,564 32.33%
------------ ------ ------------ ------
Total $140,555,698 100.00% $115,506,504 100.00%
============ ====== ============ ======
The growth in deposits was primarily due to increases in money market accounts
and time deposits. The increase in money market accounts, $10,738,668 or 102.0%,
is largely related to the introduction of a new money market product in the
fourth quarter of 2003, specifically targeting high balance customers. Time
deposits increased $13,869,793 or 28.5% from the level reported at December 31,
2003. Strong loan growth has resulted in the Bank being more competitive to
attract large time deposits from public entities and brokers. Since these
deposits are obtained through a competitive bidding process they are more rate
sensitive and more volatile than retail deposits.
Total stockholders' equity at September 30, 2004 was $14,645,524, compared to
$13,180,875 at December 31, 2003. The recent sale of 83,375 shares of common
stock to German American Bancorp provided additional capital of $1,016,810, net
of offering costs.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
Net income for the three months ended September 30, 2004 was $181,961 or $0.12
per share, compared to $108,578 or $0.07 a share for the period ending September
30, 2003.
Interest income for the quarter was $1,814,988, an increase of $535,688 or 41.9%
over the period ending September 30, 2003. Average loans in the third quarter
increased $35,083,919 or 40.0% over the third quarter of 2003, which resulted in
an increase of $487,899 in interest and fees on loans. Average investment
securities increased $3,016,751 over the same period in 2003, resulting in an
increase of
13
$33,478 or 27.1% in interest on investment securities. For the quarter, average
earning assets increased $40,685,397 and average interest bearing liabilities
increased $37,060,443 over the period ending September 30, 2003. The net effect
was an increase of $421,714 in net interest income for the quarter as compared
to the same period in 2003. Average earning assets for the quarter increased
39.5%, and the yield on earning assets increased from 4.93% at September 30,
2003 to 5.03% at September 30, 2004. Prime rate increases in July, August and
September 2004 and the large percentage of floating rate loans in the bank's
portfolio account for the increase in yield. Average interest bearing
liabilities increased 42.8% over the same period in 2003, and related interest
expense increased $113,974 or 22.9%. The average rate paid on interest bearing
liabilities was 1.96% for the third quarter of 2004 compared to 2.27% for the
third quarter of 2003. The net interest margin for the quarter, which is equal
to net interest income expressed as a percentage of average earnings assets, was
3.34% and 3.02% at September 30, 2004 and 2003, respectively.
14
The following table reflects the average balance, interest earned or paid, and
yields or cost for the Bank's assets, liabilities and shareholders' equity for
the third quarter of 2004 and 2003:
Three months ending September 30,
--------------------------------------------------------------------------------------
2004 2003
------------------------------------------ ----------------------------------------
Interest Interest
Average Earned or Yield or Average Earned or Yield or
Balance Paid Cost Balance Paid Cost
------------- ------------- -------- ------------ ---------- --------
Assets
Interest bearing deposits $ 2,055,748 $ 11,908 2.30% $ 590,217 $ 2,971 2.00%
Federal funds sold 2,791,065 9,460 1.35% 1,671,869 4,086 0.97%
Securities -taxable 15,888,639 156,919 3.93% 12,871,888 123,441 3.80%
Loans (1) (2) 122,850,824 1,636,701 5.30% 87,766,905 1,148,802 5.19%
------------- ------------- ---- ------------ ---------- ----
Total interest-earning assets 143,586,276 1,814,988 5.03% 102,900,879 1,279,300 4.93%
Allowance for loan losses (1,834,388) (1,308,190)
Cash and due from banks 3,679,374 2,226,884
Other assets 7,164,235 6,260,358
------------- ------------
Total assets $ 152,595,497 $110,079,931
============= ============
Liabilities & Shareholders' Equity
Interest-bearing checking $ 42,179,643 $ 219,952 2.07% $ 38,765,195 $ 268,614 2.75%
Savings 3,393,101 4,736 0.56% 3,357,844 9,191 1.09%
Money market 16,450,965 69,767 1.69% 9,344,742 30,140 1.28%
Certificates of deposit 59,549,341 306,716 2.05% 35,061,686 188,129 2.13%
Federal funds purchased 418,707 2,041 1.94% 135,543 568 1.66%
FHLB advances 1,733,696 7,404 1.70% - - -
------------- ------------- ---- ------------ ---------- ----
Total interest bearing liabilities 123,725,453 610,616 1.96% 86,665,010 496,642 2.27%
Non-interest bearing checking 14,547,630 9,641,176
Other liabilities 521,509 672,456
Stockholders' equity 13,800,905 13,101,289
------------- ------------
Total liabilities & shareholders equity $ 152,595,497 $110,079,931
============= ============
Net interest income $ 1,204,372 $ 782,658
Rate Spread 3.07% 2.66%
Net interest income as a percent
of average earning assets 3.34% 3.02%
(1) Interest income on loans includes net fees on loans of $58,712 in 2004 and
$64,281 in 2003.
(2) Non accrual loans are included in average balances
The provision for loan losses for the third quarter of 2004 was $207,000
compared to $78,500 in 2003. The ratio of the allowance for loan losses to loans
was 1.50% and 1.46% at September 30, 2004 and 2003, respectively.
Non-interest income was $200,892 for the third quarter of 2004 compared to
$163,658 in 2003. Gains on the sale of residential real estate loans originated
by the Bank and sold in the secondary market were $81,567 in 2004 and $103,372
in 2003, and were the largest single component of non-interest income. With
record low interest rates the volume of first time buyers and refinancing was
extremely high during 2003. The drop in gains on the sale of residential real
estate loans is directly related to a 22% drop in
15
activity. Service charges on deposit accounts for the third quarter were $32,487
in 2004 and $19,345 in 2003. Merchant processing income on commercial accounts
was $61,295 for the third quarter of 2004, compared to $16,136 for the same
period in 2003. Visa debit card income was $8,800 and $5,994 for the quarters
ended September 30, 2004 and 2003, respectively. The increase in both merchant
processing and Visa debit card income is attributable to an increase in volume,
as the Bank had very few customers in early 2003 using these services.
Non-interest expense was $1,016,303 for the three months ended September 30,
2004, compared to $759,238 for the same period in 2003. Salaries and employee
benefit expense increased $107,570 or 23.4% over the third quarter of 2003. At
September 30, 2004 the Bank employed a staff of 33 full-time equivalents
compared to 30 at September 30, 2003. Staffing levels, as well as salaries and
benefits are adjusted as necessary to support the Bank's growth and attract and
maintain quality people. Occupancy and equipment expense incurred to operate the
Bank's two banking facilities for the third quarter of 2004 was $108,666
compared to $100,944 in the third quarter of 2003. This increase is primarily
related to depreciation and other expenses in the new facility that the Bank did
not occupy until mid-February 2003. Data processing expense was $63,606 for the
quarter ending September 30, 2004, an increase of $9,813 over the quarter ended
September 30, 2003. Data processing expense is variable based on the number of
accounts and transactions and increases as a function of the growth of the Bank.
Supplies, postage and printing expense was $18,306 and $13,047 for the quarter
ending September 30, 2004 and 2003, respectively. Legal and professional fees
for the third quarter were $70,691 in 2004 and $41,052 in 2003. Other
non-interest expense for the third quarter of 2004 was $167,766 compared to
$79,411 in 2003. Fees related to Visa debit cards, merchant processing and
interchange fee expense totaled $54,797 for the quarter ending September 30,
2004, compared to $15,288 for the same period in 2003. This expense is offset by
even greater increases in other income, as previously mentioned.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
Net income for the nine months ended September 30, 2004 was $462,779 compared to
$244,495 for the nine months ended September 30, 2003. Net interest income was
$3,298,380 for the nine months ended September 30, 2004 and $2,192,723 for the
same period in 2003. Average earning assets for the nine months ended September
30, 2004 were $133,868,519, an increase of $36,724,504 or 37.8% over the same
period in 2003, and related interest income increased by $1,248,304 or 34.1%.
Average interest bearing liabilities increased $30,950,694 or 36.9%, resulting
in an increase in interest expense of $142,647 or 9.7%.
Non-interest income for the nine months ending September 30, 2004, increased
$71,558 over the same period in 2003. Service charges on deposit accounts
increased $26,457 or 52.9% over the same period in 2003. This increase is a
result of a large increase, 26.4%, in the number of accounts, and an increase in
the service charge structure. Other income increased 78.0% or $89,346 over the
same period in 2003. Visa debit card income increased $8,602 over the nine month
period ended September 30, 2003. Merchant processing income increased $115,434
for the nine months ended September 30, 2003. The increase in both merchant
processing and Visa debit card income is attributable to an increase in volume,
as the Bank had very few customers in early 2003 using these services.
Non-interest expense for the nine months ending September 30, 2004 was
$2,937,934, an increase of $699,252 or 31.2% over the same period in 2003.
Salaries and employee benefit expense increased $383,865 or 29.8% over the same
period in 2003. Balance sheet growth exceeding 35% has necessitated hiring
additional staff in order to provide prompt, quality service. Legal and
professional fees increased $66,343 over the same period in 2003; this increase
is largely related to the formation of a bank holding company and converting to
a state charter. Other non-interest expense for the nine months ending September
30, 2004 increased $171,528 over the nine months ended September 30, 2003. Visa
debit
16
card, merchant processing and interchange fee expense totaled $118,129 for the
nine months ended September 30, 2004 compared to $30,423 for the same period in
2003. This expense is offset by even greater increases in other income, as
previously mentioned.
The following table reflects the average balance, interest earned or paid, and
yields or cost for the Bank's assets, liabilities and shareholders' equity for
the nine months ended September 30, 2004 and 2003:
Nine Months ending September 30,
------------------------------------------------------------------------------------
2004 2003
-------------------------------------------- ------------------------------------
Interest Interest
Average Earned or Yield or Average Earned or Yield or
Balance Paid Cost Balance Paid Cost
------------- ------------- ---- ----------- ---------- ----
Assets
Interest bearing deposits $ 1,985,132 $ 33,423 2.25% $ 429,842 $ 6,791 2.11%
Federal funds sold 2,156,632 17,914 1.11% 3,065,289 26,496 1.16%
Securities -taxable 16,191,821 479,701 3.96% 10,376,305 312,321 4.02%
Loans (1) (2) 113,534,934 4,382,144 5.16% 83,272,579 3,319,270 5.33%
------------- ------------- ---- ------------ ---------- ----
Total interest-earning assets 133,868,519 4,913,182 4.90% 97,144,015 3,664,878 5.04%
Allowance for loan losses (1,697,190) (1,238,383)
Cash and due from banks 3,408,996 2,174,457
Other assets 6,911,012 6,003,455
------------- ------------
Total assets $ 142,491,337 $104,083,544
============= ============
Liabilities & Shareholders' Equity
Interest-bearing checking $ 40,802,835 $ 638,079 2.09% $ 35,801,626 $ 742,608 2.77%
Savings 3,183,508 14,197 0.60% 2,656,062 24,640 1.24%
Money market 13,602,069 162,653 1.60% 7,380,395 78,752 1.43%
Certificates of deposit 56,454,231 789,060 1.87% 38,039,891 625,332 2.20%
Federal funds purchased 186,803 2,461 1.76% 72,311 823 1.52%
FHLB advances 671,533 8,352 1.66% - - -
------------- ------------- ---- ------------ ---------- ----
Total interest bearing liabilities 114,900,979 1,614,802 1.88% 83,950,285 1,472,155 2.34%
Non-interest bearing checking 13,632,586 8,275,594
Other liabilities 456,152 528,337
Stockholders' equity 13,501,620 11,329,338
------------- ------------
Total liabilities & shareholders equity $ 142,491,337 $104,083,554
============= ============
Net interest income $ 3,298,380 $2,192,723
Rate Spread 3.03% 2.71%
Net interest income as a percent
of average earning assets 3.29% 3.01%
(1) Interest income on loans includes net fees on loans of $183,336 in 2004 and
$151,329 in 2003.
(2) Non accrual loans are included in average balances
LIQUIDITY AND CAPITAL RESOURCES
The Bank's strategy is to fund loan growth by obtaining deposits primarily from
its local market; however, the Bank from time to time seeks a limited amount of
deposits from outside its market area, or from brokers, to meet short term or
special liquidity requirements. These deposits are typically acquired
17
solely on the basis of price and therefore are more prone to be withdrawn upon
changes in interest rates than deposits from customers in the Bank's
geographical area. The Bank obtains public funds deposits from public entities
located in its local market area. These deposits are acquired through a
competitive bidding process and are also more rate sensitive than retail
deposits. The Bank intends to maintain liquid assets equal to at least 10% of
its total assets. Liquidity is maintained in the form of Federal funds sold,
certificates of deposit with other banks and that portion of the securities
portfolio which is available for sale. The Bank's liquidity ratio was 12.0% at
September 30, 2004 and 15.4% at December 31, 2003. The Bank also maintains
contingent sources of liquidity in the form of federal funds lines with other
banks. At September 30, 2004 the Bank had available federal funds lines of
approximately $8,600,000. In addition, the Bank is a member of the Federal Home
Loan Bank of Indianapolis ("FHLB"). As a FHLB member the Bank has the ability to
borrow from the FHLB on a secured basis.
At September 30, 2004, the Bank had outstanding borrowings totaling $3,500,000
from the FHLB to cover short term funding needs.
In May 2003, the Bank sold 335,334 shares of its $5.00 par value common stock to
existing shareholders for aggregate proceeds of $3,554,255 (net of expenses). In
August 2004 the Bank sold 83,375 shares of its $5.00 par value common stock to
German American Bancorp for aggregate proceeds of $1,016,810 (net of offering
costs and commissions).
As a new bank, the regulatory authorities required the Bank to maintain a
minimum Tier 1 leverage ratio of 8% for its first three years of operation. In
addition, as a condition to the conversion to an Indiana state banking charter,
the Bank must maintain a minimum Tier 1 leverage ratio of 8% for a period of two
years after the conversion to a state banking charter. At September 30, 2004 the
Bank's Tier 1 leverage ratio was 9.6%. Based on the Bank's current asset level
and management's growth projections, management believes it will have adequate
funds to meet its regulatory capital requirements through at least September 30,
2005.
Management is not aware of any trends, events or uncertainties that will have or
are reasonably likely to have a material effect on the Bank's liquidity, capital
resources or operations except as has been discussed. Also, the Bank is not
aware of any current recommendations by regulatory authorities, which would have
such an effect if implemented.
OFF-BALANCE SHEET ARRANGEMENTS
The Bank had outstanding commitments to fund loans, including lines of credit,
of $24,033,739 and $18,144,987 at September 30, 2004 and December 31, 2003,
respectively. The Bank had no commitments to purchase whole loans or loan
participations at September 30, 2004 or December 31, 2003. The Bank's
outstanding commitments for letters of credit was $1,229,162 at September 30,
2004 and $980,849 at December 31, 2003.
In the normal course of business, the Bank has entered into certain contractual
obligations and other commitments. These obligations relate to the funding of
operations through deposits and commitments to extend credit. Commitments to
fund loans represent future cash requirements of the Bank; however, a
significant portion of commitments to extend credit may expire without being
drawn upon. The Bank uses the same credit policies in making commitments as it
does for on-balance sheet instruments.
18
CRITICAL ACCOUNTING POLICIES
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established as losses are determined to have
occurred through a provision for loan losses charged to income. Loan losses are
charged against the allowance when management believes the loan balance is
uncollectible. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and
is based upon management's review of the collectibility of the loans in light of
historical experience, the nature and volume of the loan portfolio, adverse
situations that may affect the borrower's ability to repay, estimated value of
any underlying collateral and prevailing economic conditions. This evaluation is
inherently subjective as it requires estimates that are susceptible to
significant revision as more information becomes available. Due to the fact that
the Bank's loan portfolio is not seasoned, historical loss experience is not as
meaningful to management's estimation process. Therefore, management has been
relying heavily on peer group averages for loss experience until such time that
the Bank's actual loss experience becomes more relevant.
A loan is considered impaired when, based on current information and events, it
is probable that the Bank will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment include
payment status, collateral value and the probability of collecting scheduled
principal and interest payments when due. Loans that experience insignificant
payment delays and payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment shortfalls
on a case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of the delay, the
reasons for the delay, the borrower's prior payment record and the amount of the
shortfall in relation to the principal and interest owed. Impairment is measured
on a loan-by-loan basis for commercial and construction loans by either the
present value of expected future cash flows discounted at the loan's effective
interest rate, the loan's obtainable market price or the fair value of the
collateral if the loan is collateral dependent.
Large groups of smaller balance homogenous loans are collectively evaluated for
impairment. Accordingly, the Bank does not generally separately identify
individual consumer and residential loans for impairment measurements.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Based on their evaluation
as of a date within 90 days of the filing date of this Quarterly Report on Form
10-QSB, the Company's principal executive officer and principal financial
officer have concluded that the Company's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934 (the "Exchange Act") are effective to ensure that information required to
be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
(b) Changes in Internal Controls over Financial Reporting. There were no
significant changes in the Company's internal control over financial reporting
identified in connection with the evaluation described in paragraph (a) above
that occurred during the Company's last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
19
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None
(b) None
(c) None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
20
ITEM 6. EXHIBITS
Exhibit List Description of Exhibit
- ---------------- ------------------------------------------------------------
2 .............. Agreement and Plan of Reorganization among Bank of
Evansville, N.A., Interim Bank of Evansville and American
Community Bancorp, Inc., dated as of June 2, 2004
(Incorporated herein by reference to the Company's 8-K filed
with the Securities and Exchange Commission on September 20,
2004).
3.1 ............ Articles of Incorporation of the Company (Incorporated
herein by reference to the Company's 8-K filed with the
Securities and Exchange Commission on September 20, 2004).
3.2 ............ Bylaws of the Company (Incorporated herein by reference to
the Company's 8-K filed with the Securities and Exchange
Commission on September 20, 2004).
10.1* .......... Form of Employment Agreement with Thomas L. Austerman dated
September 30, 2004.
10.2* .......... Form of Employment Agreement with Michael S. Sutton. (1)
10.3* .......... 2000 Stock Option Plan of the Association. (1)
10.4* .......... Form of Stock Purchase Warrant (1)
10.5* .......... Form of Employment Agreement with Stephen C. Byelick, Jr.
dated July 2, 2001. (2)
10.6* .......... Independent Director Stock Option Compensation Plan. (3)
10.7 ........... Stock Subscription and Director Representation Agreement
dated June 30, 2004 between the Bank, American Community
Bancorp, Inc. and German American Bancorp. (4)
21
Exhibit List Description of Exhibit
- ---------------- ------------------------------------------------------------
16.1 ............ Letter from McGladrey & Pullen, LLP, dated February 28,
2003. (5)
31.1 ............ Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 ............ Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ............ Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ............ Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
* Compensatory plan or arrangement
(1) Incorporated by reference to the exhibits to a Registration Statement on
Form SB-2 as filed by the predecessor registrant to the Company, Bank of
Evansville, N.A. with the OCC on November 8, 2000.
(2) Incorporated by reference to the exhibits to the Annual Report on Form
10-KSB for the year ended December 31, 2001 as filed by the predecessor
registrant to the Company, Bank of Evansville, N.A. with the OCC on
April 1, 2002.
(3) Incorporated by reference to the exhibits to the Quarterly Report on Form
10-QSB for the period ended March 31, 2003 as filed by the predecessor
registrant to the Company, Bank of Evansville, N.A. with the OCC on
May 15, 2003.
(4) Incorporated by reference to the exhibits to the Current Report on Form
8-K dated September 3, 2004 as filed by the predecessor registrant to the
Company, Bank of Evansville, N.A. with the OCC on September 4, 2004.
(5) Incorporated by reference to the exhibits to the Current Report on Form
8-K dated March 1, 2003 as filed by the predecessor registrant to the
Company, Bank of Evansville, N.A. with the OCC on March 4, 2003 .
22
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.
AMERICAN COMMUNITY BANCORP, INC.
Date: November 10, 2004 By /s/ Thomas L. Austerman
-------------------------------------
Thomas L. Austerman
President and Chief Executive Officer
By /s/ Stephen C. Byelick, Jr.
-------------------------------------
Stephen C. Byelick, Jr.
Chief Financial Officer and Secretary
23