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, 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 0-30680
FIRST FEDERAL OF OLATHE BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
KANSAS 48-1226075
- ------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 EAST PARK STREET, OLATHE, KANSAS 66061
(Address of principal executive offices)
Issuer's telephone number, including area code: (913) 782-0026
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 5,
2000: 556,328
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 February 11, 2000.
FIRST FEDERAL OF OLATHE BANCORP, INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 2000
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
----
Item 1 - Financial Statements
Statement of Financial Condition (Unaudited) at March 31, 2000 3
Statement of Income (Unaudited) for the Three Months Ended
March 31, 2000 4
Statement of Cash Flows (Unaudited) for the Three Months Ended
March 31, 2000 5
Notes to Financial Statements (Unaudited) 6
Item 2 - Management's Discussion and Analysis or Plan of Operation 7
Part II - Other Information
Item 1 - Legal Proceedings 9
Item 2 - Changes in Securities and Use of Proceeds 9
Item 3 - Defaults Upon Senior Securities 10
Item 4 - Submission of Matters to a Vote of Security Holders 10
Item 5 - Other Information 10
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 11
FIRST FEDERAL OF OLATHE BANCORP, INC.
Statement of Financial Condition
March 31, 2000
(Unaudited)
ASSETS
Assets:
Cash $ --
Other assets
-----------
Total Assets $ --
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities $ --
-----------
Total Liabilities --
-----------
Stockholder's Equity:
Preferred stock, par value $.01, 1,000,000 shares
authorized; 0 shares issued and outstanding --
Common stock, par value $.01, 4,000,000 shares
authorized; 1 share issued and outstanding --
Additional paid-in capital --
Retained earnings --
-----------
Total Stockholder's Equity --
-----------
Total Liabilities and Stockholder's Equity $ --
===========
See accompanying notes to the financial statements.
3
FIRST FEDERAL OF OLATHE BANCORP, INC.
Statement of Income
Three Months Ended March 31, 2000
(Unaudited)
Total income $ --
Total expense --
------
Net Income $ --
======
Earnings per share $ --
======
See accompanying notes to the financial statements.
4
FIRST FEDERAL OF OLATHE BANCORP, INC.
Statement of Cash Flows
Three Months Ended March 31, 2000
(Unaudited)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash
provided by operating activities: $ --
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 --
------
Net cash provided by financing activities --
Increase in cash and cash equivalents --
Cash and cash equivalents at beginning of period --
------
Cash and cash equivalents at end of period $ --
======
See accompanying notes to the financial statements.
5
FIRST FEDERAL OF OLATHE BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
In December, 1999, First Federal of Olathe Bancorp, Inc. (the "Company")
was incorporated to facilitate the conversion of First Federal Savings and Loan
Association of Olathe (the "Association") 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. The
Conversion was consummated on April 11, 2000, at which time the Company became
the holding company for the Association and issued shares of its stock to the
general public.
The Company filed a Form SB-2 with the Securities and Exchange Commission
("SEC") on December 16, 1999, which as amended was declared effective by the SEC
on February 11, 2000. The Association filed a Form AC with the Office of Thrift
Supervision ("OTS") on or about December 21, 1999. The Form AC and related
offering and proxy materials, as amended, were conditionally approved by the OTS
by a letter dated February 11, 2000. The Company also filed an Application H-(e)
1-S with the OTS on or about December 23, 1999, which was conditionally approved
by the OTS by letter dated February 7, 2000. The members of the Association
approved the Plan at a special meeting held on March 23, 2000, and the
subscription and community offerings closed on March 30, 2000.
Following the incorporation of the Company, the Company issued 1 share of
common stock to the Association on March 23, 2000. The share was cancelled upon
consummation of the Conversion, and the Conversion will be accounted for under
the pooling of interests method of accounting.
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.
NOTE B - FORMATION OF HOLDING COMPANY AND CONVERSION TO STOCK FORM
On April 11, 2000, the Company became the holding company for First
Federal Savings and Loan Association of Olathe (the "Association") upon the
Association's conversion from a federally chartered mutual savings association
to a federally chartered capital stock savings association. The conversion was
accomplished through the sale and issuance by the Company of 556,328 shares of
common stock at $10 per share. Proceeds from the sale of common stock, net
6
FIRST FEDERAL OF OLATHE BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE B - FORMATION OF HOLDING COMPANY AND CONVERSION TO STOCK FORM (CONTINUED)
of expenses incurred of $510,480 were $5,052,800, inclusive of $445,060 related
to shares held by the Association's Employee Stock Ownership Plan ("ESOP"). The
financial statements included herein have not been restated as a result of the
consummation of the conversion.
NOTE C - EARNINGS PER SHARE
Earnings per share data is not considered meaningful as the Conversion had
not yet been completed as of March 31, 2000, the Company has not engaged in any
operations other than to facilitate the Conversion, and the one share issued and
outstanding at March 31, 2000 was cancelled upon consummation of the Conversion.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
First Federal of Olathe Bancorp, Inc. (the "Company") is a Kansas
corporation organized in December, 1999, by the Association for the purpose of
becoming a holding company of the Association. On April 11, 2000, the Company
acquired all of the capital stock of the Association in exchange for 50 percent
of the net Conversion proceeds and issued 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 were 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 the Company 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 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
7
FIRST FEDERAL OF OLATHE BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
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 Association.
To date, the Company has not engaged in any business activities other than
those related to the Conversion.
8
FIRST FEDERAL OF OLATHE BANCORP, INC.
FORM 10-QSB
THREE MONTHS ENDED MARCH 31, 2000
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor the Association is a party to any material legal
proceedings at this time. From time to time the Association may be involved in
various claims and legal actions arising in the ordinary course of business.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
a. and b. Not applicable
c. On March 23, 2000, the Company issued one share of common stock to
the Association at a price of $.01. The share was sold in reliance
upon the exemption set forth in section 4(2) of the Securities Act
of 1933 and no underwriter was used. This one share was cancelled
upon completion of the Conversion.
d. Use of Proceeds. On April 11, 2000, the Company completed an
offering of securities registered pursuant to the Securities Act of
1933, as amended. The offering had commenced on February 21, 2000.
In connection with the offering:
1. The effective date of the registration Statement on Form SB-2,
as amended (File No. 333-92929) was February 11, 2000.
2. Trident Securities, a division of McDonald Investments, Inc.,
acted as marketing agent for the offering.
3. The class of securities registered was common stock, $0.01 par
value per share. The amount of such securities registered was
859,625 shares at an offering price of $10.00 per share,
solely for the account of the Company. The offering terminated
on April 11, 2000 with the sale of 556,328 shares at a price
of $10.00 per share.
4. The total offering expenses incurred by the Company were
$510,480, none of which were paid directly or indirectly to
directors or officers of the Company or their associates. The
total offering expenses included $143,530 paid to Trident
Securities, Inc..
5. The net proceeds of the offering were $5.1 million of which
$445,060 was loaned to the Association's employee stock
ownership plan to purchase stock in the offering. One-half of
the net proceeds were invested in the subsidiary Association
and the remaining was invested in short-term securities. These
uses
9
FIRST FEDERAL OF OLATHE BANCORP, INC.
FORM 10-QSB
THREE MONTHS ENDED MARCH 31, 2000
of proceeds do not represent a material change in the use of
proceeds described in the Company's Prospectus dated February
11, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
27.0 Financial Data Schedule
99.1 Information for the Association in the Format of a Form 10-QSB
for the Quarter Ended March 31, 2000.
b. Reports on Form 8-K
None
10
FIRST FEDERAL OF OLATHE BANCORP, INC.
FORM 10-QSB
THREE MONTHS ENDED MARCH 31, 2000
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.
First Federal of Olathe Bancorp, Inc.
Date: May 12, 2000 By: /s/ Mitch Ashlock
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Mitch Ashlock
President and Chief Executive Officer
(Duly authorized officer and principal
executive and financial officer)
11