UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-26403
FPB FINANCIAL CORP.
(Exact name of small business issuer as specified in its charter)
LOUISIANA 72 - 1438784
--------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 WEST MORRIS AVENUE, HAMMOND, LOUISIANA 70403
(Address of principal executive offices)
Issuer's telephone number, including area code: (504) 345-1880
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 issuer was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No [X]
Shares of common stock, par value $.01 per share, outstanding as
of May 31, 1999: 100
Transitional Small business Disclosure Format (check one):
Yes No [X].
* The issuer just became subject to the filing requirements of Section 13 or
15(d) when its Form SB-2 was declared effective on May 13, 1999.
FPB Financial Corp.
Form 10-QSB
Quarter Ended March 31, 1999
PART I - FINANCIAL INFORMATION
Interim Financial Information required by Rule 10-01 of Regulation S-X and Item
303 of Regulation S-B is included in this Form 10-QSB as referenced below:
Page
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Item 1 - Financial Statements
Statement of Financial Condition at March 31, 1999 .................. 3
Statement of Income (Unaudited) From February 18,
1999 (Date of Incorporation) to March 31, 1999 ...................... 4
Statement of Cash Flows (Unaudited) From February 18,
1999 (Date of Incorporation) To March 31, 1999 ...................... 5
Notes to Financial Statements ....................................... 6
Item 2 - Management's Discussion and Analysis or Plan of Operation ........ 7
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings ................................................ 8
Item 2 - Changes in Securities and Use of Proceeds ........................ 8
Item 3 - Defaults Upon Senior Securities .................................. 8
Item 4 - Submission of Matters to a Vote of Security Holders .............. 8
Item 5 - Other Information ................................................ 8
Item 6 - Exhibits and Reports on Form 8-K ................................. 9
Signatures ................................................................ 10
2
FPB Financial Corp.
STATEMENT OF FINANCIAL CONDITION
--------------------------------
March 31, 1999
(Unaudited)
ASSETS
Assets:
Cash ........................................................... $1,000
Other assets ................................................... --
------
Total Assets ................................................... $1,000
======
LIABILITIES AND STOCKHOLDER EQUITY
Liabilities
Total Liabilities .............................................. $ --
Stockholder's Equity:
Preferred Stock, Par Value $.01, 2,000,000
Shares Authorized; 0 Shares Issued and Outstanding ....... --
Common Stock, Par Value $.01, 5,000,000
Shares Authorized; 100 Shares Issued and Outstanding ..... 1
Additional Paid-In Capital ..................................... 999
Retained Earnings .............................................. --
------
Total Stockholder's Equity ............................... 1,000
------
Total Liabilities and Stockholder's Equity ..................... $1,000
======
See accompanying notes to financial statements.
3
FPB Financial Corp.
STATEMENT OF INCOME
(Unaudited)
For the Period from
February 18, 1999
(Date of Incorporation)
to March 31, 1999
-----------------
Total Income .............................................. $ --
Total Expense ............................................. --
-----
Net Income ............................................. $ --
=====
Earnings Per Share ........................................ $ --
=====
See accompanying notes to financial statements.
4
FPB Financial Corp.
STATEMENT OF CASH FLOWS
For the Period from February 18, 1999 (Date
of Incorporation) To March 31, 1999
(Unaudited)
Cash Flows from Operating Activities:
Net Income ..................................................... $ --
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Changes in Assets and Liabilities:
(Increase) Decrease in Receivable ................ --
------
Net Cash Provided by Operating Activities .................. --
Cash Flows from Investing Activities:
Net Cash Provided by Investing Activities .................. --
Cash Flows from Financing Activities:
Issuance of Common Stock ................................... 1,000
------
Net Cash Provided by Financing Activities .................. 1,000
------
Increase in Cash and Cash Equivalents ............................ 1,000
Cash and Cash Equivalents at Beginning of Period ................. --
------
Cash and Cash Equivalents at End of Period ....................... $1,000
======
See accompanying notes to financial statements.
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FPB Financial Corp.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation -
On February 18, 1999, Florida Parishes Bank (formerly known as Florida
Parishes Homestead Association) (the "Bank") incorporated FPB Financial Corp.
(the "Company") to facilitate the conversion of the Bank 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 Bank as of specified
dates, to an employee stock ownership plan and to members of the general public.
The Conversion is expected to be consummated on or about June 30, 1999, at which
time the Company will become the holding company for the Bank and issue shares
of its common stock to the general public.
The Company filed a Form SB-2 with the Securities and Exchange Commission
("SEC") on March 11, 1999, which as amended was declared effective by the SEC on
May 13, 1999. The Association filed a Form AC with the Office of Thrift
Supervision ("OTS") on or about March 10, 1999. The Form AC and related offering
and proxy materials, as amended, were conditionally approved by the OTS by
letters dated May 13, 1999 and May 14, 1999. The Company also filed an
Application H-(e) 1-S with the OTS on or about March 18, 1999, which was
conditionally approved by the OTS by letter dated May 13, 1999. The members of
the Association approved the Plan at a special meeting held on June 22, 1999,
and the subscription and community offerings closed on June 18, 1999.
In connection with the incorporation of the Company, the Company issued
100 shares of common stock to the Association on March 9, 1999. The shares will
be cancelled upon consummation of the Conversion, and the Conversion will be
accounted for under the pooling of interests method of accounting.
The Company received orders for 331,355 shares of common stock in the
subscription and community offerings at a price of $10.00 per share, for
aggregate gross proceeds of $3,313,550. The consummation of the Conversion is
subject to regulatory approval of the final appraisal update and satisfaction of
other customary conditions.
The accompanying unaudited financial statements were prepared in
accordance with instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a 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.
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Note 2 - Earnings Per Share -
Earnings per share is not considered meaningful as the Conversion has not
yet been completed, the Company has not engaged in any operations other than to
facilitate the Conversion, and the 100 shares issued and outstanding at March
31, 1999 will be cancelled upon consummation of the Conversion.
Item 2 - Management's Discussion and Analysis or Plan of Operation.
FPB Financial Corp. is a Louisiana corporation organized in February 1999
by the Bank for the purpose of becoming a unitary holding company of the Bank.
The Company will acquire all of the capital stock of the Bank in exchange for
50% of the net Conversion proceeds and will issue shares of its common stock to
persons who submitted orders in the subscription and community offerings.
Immediately following the Conversion, the only significant assets of the Company
will be the capital stock of the Bank, 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 Bank. Initially, the Company will neither own nor lease
any property, but will instead use the premises, equipment and furniture of the
Bank. At the present time, the Company does not intend to employ any persons
other than officers of the Bank, and the Company will utilize the support staff
of the Bank from time to time. Additional employees will be hired as appropriate
to the extent the Company expands or changes its business in the 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 will be in a position, subject to regulatory
limitations and the Company's financial position, to take advantage of any such
opportunities that may arise. The initial activities of the Company are
anticipated to be funded by the proceeds retained by the Company and earnings
thereon or, alternatively, through dividends from the Bank.
To date, the Company has not engaged in any business activities other than
those related to the Conversion.
7
FPB Financial Corp.
Form 10-QSB
Quarter Ended March 31, 1999
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings:
There are no matters required to be reported under this item.
Item 2 - Changes in Securities and Use of Proceeds:
(a) and (b) Not applicable.
(c) On March 9, 1999, the Company sold 100 shares of its common stock
to the Bank at a price of $10.00 per share, for a total purchase
price of $1,000. The shares were sold in reliance upon the
exemption set forth in Section 4(2) of the Securities Act of
1933, and no underwriter was used. These 100 shares will be
cancelled upon completion of the Conversion.
(d) The Company's Form SB-2 (File No. 333-74259) was declared
effective by the SEC on May 13, 1999. The offering commenced on
May 20, 1999, and the offering closed (subject to final
regulatory approval) on June 18, 1999. Not all of the registered
shares were sold in the offering. Trident Securities, Inc. was
the underwriter. A total of 449,650 shares of common stock were
registered solely for the account of the Company, at an aggregate
offering price of $4,496,500. Orders for a total of 331,355
shares at an aggregate offering price of $3,313,550 have been
received, and the Conversion has not yet been completed.
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:
There are no matters required to be reported under this item.
Item 5 - Other Information:
There are no matters required to be reported under this item.
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Item 6 - Exhibits and Reports on Form 8-K:
(a) The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
27.1 Financial Data Schedule
99.1 Information for the Bank in the format of
a Form 10-QSB for the quarter ended March
31, 1999.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the
quarter ended March 31, 1999.
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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.
FPB FINANCIAL CORP.
Date: June 23, 1999 By: /s/ Fritz W. Anderson, II
-----------------------------------------
Fritz W. Anderson, II
President and Chief Executive Officer
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