UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
Commission File Number 000-24513
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Homestead Bancorp, Inc
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(Exact Name of Registrant as specified in its charter)
(504) 386-3379
Louisiana 72-1416514
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(State of incorporation or organization) (IRS Employer Identification No.)
195 North Sixth Street
Ponchatoula, Louisiana 70454
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(Address of principal executive office) (including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(Title of Class)
Homestead Bancorp, Inc
Form 10-QSB
Quarter Ended June 30, 1998
PART I - FINANCIAL INFORMATION
Financial Statements:
Page
Statements of Financial Condition -
June 30, 1998 ................................................... 3
Statements of Income (Unaudited) From February 27,
1998 (Date of Incorporation) to June 30, 1998
and for quarter ended June 30, 1998 ............................ 4
Statements of Cash Flows (Unaudited) From February 27,
1998 (Date of Incorporation) To June 30, 1998
and 1997 ....................................................... 5
Notes to Financial Statements ..................................... 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................ 7
Part II - OTHER INFORMATION
Legal Proceedings ................................................. 8
Changes in Securities ............................................. 8
Defaults Upon Senior Securities ................................... 8
Submission of Matters to a Vote of Security
Holders ........................................................ 8
Other Information ................................................. 8
Exhibits and Reports on Form 8-K .................................. 8
Signatures ........................................................ 9
2
Homestead Bancorp Inc
STATEMENTS OF FINANCIAL CONDITION
June 30, 1998
(Unaudited)
ASSETS
Receivable .................................................... $1,000
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Total Assets .......................................... $1,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities ................................................... $ --
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Total Liabilities: .................................... --
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Stockholder's Equity:
Common Stock, Par Value $.01, 10,000,000
Shares Authorized; 100 Shares Issued and
Outstanding ........................................... 1
Paid in Capital Excess of Par ............................ 999
Retained Earnings ........................................ --
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Total Stockholder's Equity: ........................... 1,000
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Total Liabilities and Stockholder's
Equity ................................................ 1,000
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3
Homestead Bancorp Inc
STATEMENTS OF INCOME
(UNAUDITED)
For the Period from
February 27, 1998
(Date of Incorporation) For the Quarter
to March 31, 1998 Ended June 30, 1998
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Total Income $ -- $ --
Total Expense $ -- $ --
Net Income $ -- $ --
Earnings Per Share $ -- $ --
4
Homestead Bancorp Inc
STATEMENTS OF CASH FLOWS
For the Period from February 27, 1998 (Date of Incorporation)
To June 30, 1998
(Unaudited)
Cash Flows From Operating Activities:
Net Income .......................................................... $ --
Adjustments to Reconcile Net Income
to Net Cash Provided by (Used in) Operating
Activities:
Change in Assets and Liabilities
(Increase) Decrease in Receivable ........................ (1,000)
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Net Cash Provided by (Used in) Operating Activities (1,000)
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Cash Flows From Investing Activities:
Net Cash Provided by (Used in) Investing Activities --
Cash Flows From Financing Activities:
Proceeds from Stock Issuance ........................................ 1,000
Net Cash Provided by (Used In)
Financing Activities ......................... 1,000
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Net Increase (Decrease) in Cash and
Cash Equivalents .................................................... --
Cash and Cash Equivalents -
Beginning of Period ................................................. --
-------
Cash and Cash Equivalents -
End of Period ....................................................... $ --
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5
Homestead Bancorp, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 1998
Note 1 - Basis of Presentation -
On February 5, 1998, Ponchatoula Homestead Savings, F. A. (The
Association) incorporated Homestead Bancorp, Inc. (The "Company") to facilitate
the conversion of Homestead Mutual Holding Company (the "MHC") from mutual to
stock form (the Conversion). In connection with the Conversion the Company
offered its common stock to the depositors and borrowers of the Association as
of specified dates, to an employee stock ownership plan and to members of the
general public. Upon consummation of the Conversion on July 17, 1998, the MHC
merged into the Association, the Association then merged with an interim
subsidiary of the Company (with the Association as the surviving entity), all of
the Association's outstanding common stock (other than shares held by the MHC,
which were cancelled) was exchanged for common stock of the Company, and the
Company became the holding company for the Association and issued shares of
common stock to the general public.
The company filed a Form SB-2 with the Securities and Exchange
Commission ("SEC") on April 2, 1998, which as amended was declared effective by
the SEC on May 14, 1998. The Association filed a Form AC with the Office of
Thrift Supervision ("OTS") on April 2, 1998. The Form AC and related offering
and proxy materials, as amended, were conditionally approved by the OTS by
letters dated May 14, 1998. The Company also filed an Application H-(e) 1-S with
the OTS on April 17, 1998, which was conditionally approved by the OTS letter
dated May 26, 1998. The members of the MHC and the stockholders of the
Association approved the Plan at special meetings held on July 1, 1998, and the
subscription and community offerings closed on June 23, 1998.
In connection with the incorporation of the Company, the Company issued
100 shares of common stock to the Association. The shares were cancelled upon
consummation of the Conversion, and the Conversion was accounted for under the
pooling of interests method of accounting.
The company sold 1,119,543 shares of common stock in the subscription
offering at a price of $10.00 per share, for aggregate gross proceeds of
$11,195,430. In addition, a totals of 358,402 shares of common stock were issued
by the Company in exchange for all of the 152,635 shares of common stock of the
Association outstanding prior to consummation of the Conversion (excluding the
456,240 shares held by the MHC, which were cancelled), based upon an exchange
ratio of 2.34810 shares of Company common stock for each share of Association
common stock.
The accompanying unaudited financial statements were prepared in accordance
with
6
instructions for Form 10-QSB and, therefore, do not include information or
footnotes necessary for complete presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles. However, all adjustments (consisting only of normal recurring
accruals) which, in the opinion of management, are necessary for a fair
presentation of the financial statements have been included.
Note 2 - Earnings Per Share -
Earnings per share is not considered meaningful as the Conversion was
not completed until July 17, 1998, the Company did not engage in operations
prior to July 17, 1998, and the 100 shares held by the Association at June 30,
1998 were cancelled upon consummation of the Conversion.
Item 2 - Management Discussion and Analysis of Financial Condition and Results
of Operations
Homestead Bancorp, Inc. is a Louisiana corporation organized in February 1998 by
the Association for the purpose of becoming a unitary holding company of the
Association. The Company acquired all of the capital stock of the Association in
exchange for common stock of the Company and issued additional shares to persons
with subscription rights. Immediately following the Conversion, the only
significant assets of the Company are the capital stock of the Association, the
Company's loan to the ESOP, and the remainder of the net Conversion proceeds
retained by the Company. Initially, the business and management of the Company
will primarily consist of the business and management of the Association.
Initially, the Company will neither own nor lease any property, but will instead
use the premises, equipment and furniture of the Association. At the present
time, the Company does not intend to employ any persons other than officers of
the Association, and the Company will utilize the support staff of the
Association from time to time. Additional employees will be hired as appropriate
to the extent the Company expands or changes its business future.
Management believes that the holding company structure will provide the Company
with additional flexibility to diversify, should it decide to do so, its
business activities through existing or newly formed subsidiaries, or through
acquisitions of or mergers with other financial institutions and financial
services related companies. Although there are no current arrangements,
understandings or agreements, written or oral, regarding any such opportunities
or transactions, the Company is now in a position, subject to regulatory
limitations and the Company's financial position, to take advantage of any such
acquisition and expansion opportunities that may arise. The initial activities
of the Company are anticipated to be funded by proceeds retained by the Company
and earnings thereon or, alternatively, through dividends from the Association.
To date, the Company has not engaged in any business activities other than those
related to the Conversion.
7
Ponchatoula Homestead Savings, F.A.
FORM 10-QSB
Six Months Ended June 30, 1998
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings:
There are no matters required to be reported under this item.
Item 2 - Changes in Securities:
There are no matters required to be reported under this item.
Item 3 - Defaults Upon Senior Securities:
There are no matters required to be reported under this item.
Item 4 - Submission of Matters to a Vote of Security Holders.
On March 25, 1998, the Association executed a consent of sole
stockholder pursuant to which it approved the division of the directors
of the Company into three classes, as follows: the first class,
consisting of John C. Bohning and Milton J. Schanzbach, for a term of
office expiring in 1998; the second class consisting of Robert H.
Gabriel and Barbara B. Theriot, for a term of office expiring in 1999;
and the third class, consisting of Lawrence C. Caldwell, Jr., Dennis E.
James and Allen B. Pierson, Jr., for a term of office expiring in 2000,
or until their successors are elected and appointed.
Item 5 - Other Information:
There are no matters required to be reported under this item.
Item 6 - Exhibits and Reports on Form 8-K:
a.) Exhibits:
Exhibit No Description
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27.1 Financial Data Schedule
99.1 Information for the Association in the format
of a Form 10-QSB for the quarter ended June
30, 1998.
b.) Reports:
No reports on Form 8-K were filed by the Registrant
during the quarter ended March 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HOMESTEAD MUTUAL HOLDING COMPANY
Date: August 14, 1998 BY /s/Lawrence C. Caldwell, Jr.
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Lawrence C. Caldwell, Jr.
President and Chief Executive Officer
Date: August 14, 1998 BY /s/Kelly Morse
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Kelly Morse
Comptroller