<PAGE>
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 June 30, 1996
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ------- ACT OF 1934
For the transition period from to
---------- ----------
Commission File Number 0-20911
ALGIERS BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
LOUISIANA 72 - 1317594
--------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#1 WESTBANK EXPRESSWAY, NEW ORLEANS, LOUISIANA 70114
(Address of principal executive offices)
Issuer's telephone number, including area code: (504) 367-8221
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 X No
--- ---
Shares of common stock, par value $.01 per share, outstanding as of
June 30, 1996: 100
Transitional Small Business Disclosure Format (check one):
Yes No X .
----- -----
1
<PAGE>
ALGIERS BANCORP, INC.
FORM 10-QSB
QUARTER ENDED JUNE 30, 1996
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:
Item 1 - Financial Statements
Statement of Financial Condition at June 30, 1996..... Page 3
Statement of Income (Unaudited) From April 1, 1996 To
June 30, 1996 and from February 5, 1996 (Date of
Incorporation) to June 30, 1996....................... 4
Statement of Cash Flows (Unaudited) From February 5,
1996 (Date of Incorporation) To June 30, 1996......... 5
Notes to Financial Statements......................... 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations............. 7
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings................................. 8
Item 2 - Changes in Securities............................. 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.................. 8
Signatures................................................. 9
2
<PAGE>
Algiers Bancorp, Inc.
STATEMENT OF FINANCIAL CONDITION
June 30, 1996
(Unaudited)
ASSETS
------
Assets:
Receivable $ 1,000
--------
Total Assets $ 1,000
--------
--------
LIABILITIES AND STOCKHOLDER EQUITY
Liabilities $ -
--------
Total Liabilities $ -
Stockholders' Equity:
Common Stock, Par Value $.01, 10,000,000
Shares Authorized; 100 Shares Issued and
Outstanding $ 1
Paid in Capital in Excess of Par 999
Retained Earnings -
--------
Total Stockholder Equity $ 1,000
--------
Total Liabilities and Stockholder
Equity $ 1,000
--------
--------
See accompanying notes to financial statements.
3
<PAGE>
Algiers Bancorp, Inc.
STATEMENTS OF INCOME
For the Periods from April 1, 1996
to June 30, 1996 and from February 5, 1996 (Date of
Incorporation) to June 30, 1996
(Unaudited)
04/01/96 to 02/05/96 to
06/30/96 06/30/96
-------- --------
Total Income $ - $ -
Total Expense $ - $ -
------- -------
Net Income $ - $ -
------- -------
------- -------
Earnings Per Share $ - $ -
------- -------
------- -------
See accompanying notes to financial statements.
4
<PAGE>
Algiers Bancorp, Inc.
STATEMENT OF CASH FLOWS
For the Period from February 5, 1996 (Date
of Incorporation) To June 30, 1996
(Unaudited)
Operations:
Net Cash Provided by Operations $ -
Investing Activities:
Net Cash Provided by Investing Activities -
Financing Activities:
Proceeds from Stock Issuance 1,000
-------
Net Cash Provided by Financing Activities 1,000
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period -
-------
Cash and Cash Equivalents at End of Period $ 1,000
-------
-------
See accompanying notes to financial statements.
5
<PAGE>
Algiers Bancorp, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 1996
Note 1 - Basis of Presentation -
On February 5, 1996, Algiers Homestead Association (the "Homestead")
incorporated Algiers Bancorp, Inc., (the "Company") to facilitate the conversion
of the Homestead 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 Homestead as of specified dates, to an employee stock ownership
plan and to members of the general public. Upon consummation of the Conversion
on July 8, 1996, all of the Homestead's outstanding common stock was issued to
the Company, the Company became the holding company for the Homestead an the
Company issued 648,025 shares of common stock.
The Company filed a Form SB-2 with the Securities and Exchange Commission
("SEC") on March 26, 1996, which as amended was declared effective by the SEC on
May 13, 1996. The Homestead filed a Form AC with the Office of Thrift
Supervision ("OTS") and the Office of Financial Institutions ("OFI") on March
26, 1996. The Form AC and related offering and proxy materials, as amended,
were conditionally approved by the OTS and OFI by letters dated May 13, 1996 and
May 14, 1996. The Company also filed an Application H-(e) 1-S with the OTS and
the OFI on March 26, 1996, which was conditionally approved by the OTS an the
OFI by letters dated May 13, 1996.
The members of the Association approved the Plan at a special meeting held on
June 27, 1996, and the subscription and community offering closed on June 24,
1996.
In connection with the incorporation of the Company, the Company issued 100
shares of common stock to the Association. The shares were canceled upon
consummation of the Conversion, and the Conversion is 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.
6
<PAGE>
Note 2 - Earnings Per Share -
Earnings per share is not considered meaningful as the Conversion was not
completed until after June 30, 1996, and the 100 shares held by the Association
as of June 30, 1996 were canceled upon consummation of the Conversion.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Algiers Bancorp, Inc is a Louisiana corporation organized in February,
1996 by the Homestead for the purpose of becoming a unitary holding company
of the Homestead. The Company purchased all of the capital stock of the
Homestead issued in the Conversion in exchange for 50% of the net
conversion proceeds and retained the remaining 50% of the net conversion
proceeds as its initial capitalization. Immediately following the
Conversion, the only significant assets of the Company are the capital
stock of the Homestead, 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 Homestead. Initially, the Company will
neither own nor lease any property, but will instead use the premises,
equipment and furniture of the Homestead. 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
Homestead 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 is in a position after the
Conversion, 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 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.
7
<PAGE>
Algiers Bancorp, Inc.
Form 10-QSB
Quarter Ended June 30, 1996
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:
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.
Item 6 - Exhibits and Reports on Form 8-K:
(a) The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION
----------- -----------
27.1 Financial Data Schedule
99.1 Financial statements for Algiers Homestead
Association as of June 30, 1996 and for the three
and six months ended June 30, 1996, including
management's discussion and analysis of financial
condition and results of operations.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant
during the quarter ended June 30, 1996.
8
<PAGE>
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.
ALGIERS BANCORP, INC.
REGISTRANT
DATE: AUGUST 5, 1996 BY:/s/HUGH E. HUMPHREY, JR.
------------------------------------
HUGH E. HUMPHREY, JR., CHAIRMAN
OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
DATE: AUGUST 5, 1996 BY:/s/DENNIS J. MCCLUER
------------------------------------
DENNIS J. MCCLUER
VICE PRESIDENT
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM EXHIBIT 99.1
FOR ALGIERS HOMESTEAD ASSOCIATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 11,005
<INT-BEARING-DEPOSITS> 925
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,945
<INVESTMENTS-CARRYING> 23,704
<INVESTMENTS-MARKET> 23,157
<LOANS> 9,575
<ALLOWANCE> (526)
<TOTAL-ASSETS> 53,523
<DEPOSITS> 49,141
<SHORT-TERM> 0
<LIABILITIES-OTHER> 38
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 4,216
<TOTAL-LIABILITIES-AND-EQUITY> 53,523
<INTEREST-LOAN> 378
<INTEREST-INVEST> 1,058
<INTEREST-OTHER> 13
<INTEREST-TOTAL> 1,449
<INTEREST-DEPOSIT> 919
<INTEREST-EXPENSE> 922
<INTEREST-INCOME-NET> 527
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 28
<EXPENSE-OTHER> 439
<INCOME-PRETAX> 225
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 165
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 2.70
<LOANS-NON> 75
<LOANS-PAST> 75
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 521
<CHARGE-OFFS> 0
<RECOVERIES> 5
<ALLOWANCE-CLOSE> 526
<ALLOWANCE-DOMESTIC> 526
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<PAGE>
EXHIBIT 99.1
<PAGE>
CONTENTS
Financial Statements:
Statements of Financial Condition -
June 30,1996 and June 30, 1995.......................... Page F-2
Statements of Operations (Unaudited) -
For the Quarter and Six Months Ended June 30, 1996
and 1995................................................ F-4
Statements of Cash Flows (Unaudited ) -
For the Six Months Ended June 30, 1996
and 1995.................................................. F-6
Notes to Financial Statements............................... F-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... F-10
F-1
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
STATEMENTS OF FINANCIAL CONDITION
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------ ------------
(Unaudited)
(In Thousands)
<S> <C> <C>
Cash and Cash Equivalents $ 11,005 $ 1,452
Investments Available-for-Sale - at Fair Value - 697
Investment Securities Held-to-Maturity - Fair Value of
$925, and $1,204, respectively 925 1,225
Loans Receivable - Net 9,575 9,690
Mortgage-Backed Securities - Available-for-Sale -
at Fair Value 6,945 7,688
Mortgage-Backed Securities - Held-to-Maturity - Fair Value
of $23,157, and $19,883, respectively 23,704 20,461
Stock in Federal Home Loan Bank 442 430
Accrued Interest Receivable 223 229
Real Estate Owned - Net 45 92
Office Properties and Equipment, at Cost - Furniture,
Fixtures and Equipment, Less Accumulated
Depreciation of $174, $165, and $152, respectively 236 227
Deferred Charges 237 5
Other Assets 1 3
Deferred Tax Asset 185 59
Income Tax Receivable - 192
------------ ------------
Total Assets $ 53,523 $ 42,450
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
LIABILITIES AND RETAINED EARNINGS
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1996 1995 1995
-------- ------------ --------
(Unaudited) (Unaudited)
(In Thousands)
<S> <C> <C> <C>
Deposits $ 49,141 $ 38,203 $ 37,132
Advance Payments from Borrowers for
Insurance and Taxes 119 152 135
Accured Interest Payable on Depositors' Accounts 9 3 12
Other Liabilities 38 52 42
Income Tax Payable - - -
-------- ------------ --------
Total Liabilities 49,307 38,410 37,321
-------- ------------ --------
Retained Earnings 4,242 4,077 4,030
Unrealized Loss on Securities Available-for-Sale,
Net of Applicable Deferred Income Tax (26) (37) (248)
-------- ------------ --------
Total Retained Earnings 4,216 4,040 3,782
-------- ------------ --------
Total Liabilities and Retained Earnings $ 53,523 $ 42,450 $ 41,103
-------- ----------- --------
-------- ----------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
--------- --------- --------- ---------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 199 $ 199 $ 378 $ 399
Mortgage-Backed Securities 496 400 972 802
Investment Securities 39 103 86 123
Other Interest-Earning Assets 6 7 13 13
--------- --------- --------- ---------
Total Interest Income 740 709 1,449 1,337
--------- --------- --------- ---------
INTEREST EXPENSE
Deposits 465 427 919 814
FHLB Advances 2 - 3 6
--------- --------- --------- ---------
Total Interest Expense 467 427 922 820
--------- --------- --------- ---------
NET INTEREST INCOME BEFORE
RECOVERY OF LOAN LOSSES 273 282 527 517
RECOVERY OF LOAN LOSSES - - - -
--------- --------- --------- ---------
NET INTEREST INCOME AFTER
RECOVERY OF LOAN LOSSES 273 282 527 517
--------- --------- --------- ---------
NON-INTEREST INCOME
Gain - Sale of Investments 28
Service Charges and Fees 18 20 30 40
Recapture of Allowance on GIC Bonds 66 - 67 -
Miscellaneous Income 12 1 12 4
--------- --------- --------- ---------
Total Non-Interest Income 96 21 137 44
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
--------- --------- --------- ---------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
NON-INTEREST EXPENSES
Compensation and Benefits $ 115 $ 105 $ 231 214
Occupancy and Equipment 30 33 61 61
Computer 21 9 26 15
Deposit Insurance Premium 25 22 50 44
Recovery of Provisions on Real Estate
Owned - - - 7
Real Estate Owned Expense - Net 1 1 3 11
Other 38 43 68 82
--------- --------- --------- ---------
Total Non-Interest Expense 230 213 439 434
INCOME BEFORE FEDERAL - -
INCOME TAX EXPENSE 139 90 225 127
- -
FEDERAL INCOME TAX EXPENSE 30 35 60 47
--------- --------- --------- ---------
NET INCOME $ 109 $ 55 $ 165 80
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
-------- --------
(Unaudited) (Unaudited)
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 165 $ 80
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 9 7
Premium Amortization Net of Discount Accretion (6) 92
Stock Dividend - FHLB 12 13
Loss on Sale of Foreclosed Real Estate 5 -
Increase in Accrued Interest Payable 6 -
Decrease in Other Liabilities (15) (7)
Increase in Accrued Interest Receivable (6) (12)
Increase (Decrease) in Income Tax Payable (4) (11)
Recovery of Loan Losses - -
Recovery of Losses on Real Estate Owned (6) (7)
Decrease in Other Assets (2) (5)
Increase in Deferred Loan Fees (29) (16)
Increase in Prepaid Income Taxes (60) (35)
Decrease in Deferred Income Taxes 4 41
-------- --------
Net Cash Provided by Operating Activities 73 140
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Investment Securities - Held-to-Maturity - -
Maturities of Investment Securities - Held-to-Maturity 300 269
Purchases of Investment Securities - Available-for-Sale - -
Maturities of Investment Securities - Available-for-Sale 697 499
Purchases of Mortgage Backed Securities - Held-to-Maturity (4,380) -
Maturities of Mortgage Backed Securities - Held-to-Maturity 1,169 731
Purchases of Mortgage Backed Securities - Available-for-Sale (500) (396)
Maturities of Mortgage Backed Securities - Available-for-Sale 1,211 1,249
Principal Collected on Loans 1,496 1,159
Loans Made to Customers (1,381) (978)
Proceeds from Sale of Real Estate Held-for-Investment (69) -
Purchase of Furniture and Fixtures (18) (3)
Proceeds from Sales of Foreclosed Real Estate 50 50
-------- --------
Net Cash Provided by Investing Activities (1,425) 2,580
-------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
-------- --------
(Unaudited) (Unaudited)
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase (Decrease) in Deposits $ 10,938 $ (693)
Net Increase (Decrease) in Advances from
Borrowers for Taxes and Insurance (33) 19
Proceeds from Federal Home Loan Bank Advance 2,250 6,350
Repayment of Federal Home Loan Bank Advance (2,250) (6,950)
-------- --------
Net Cash (Used in) Financing Activities 10,905 (1,274)
-------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 9,553 1,446
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 1,452 501
-------- --------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 11,005 $ 1,947
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest $ 924 $ 818
Income Taxes $ 130 $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Transfers from Loans to Real Estate
Acquired Through Foreclosure $ 6 $ -
Donation of Real Estate Owned $ 30 $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
NOTES TO FINANCIAL STATEMENTS
QUARTER ENDED JUNE 30, 1996
(UNAUDITED)
Note 1 - Basis of Presentation -
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.
The results of operations for the six months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1996. The unaudited financial statements and notes thereto should
be read in conjunction with the financial statements and notes thereto of
Algiers Homestead Association contained in the Company's prospectus dated May
13, 1996.
The provision for income taxes is based upon the effective tax rate expected to
be applicable for the entire fiscal year.
Note 2 - Adoption of Plan of Conversion -
On January 16, 1996, the Board of Directors of Algiers Homestead Association
adopted a Plan of Conversion ("the Plan"), which, as amended on March 20, 1996,
proposed the conversion of the Association from a Louisiana chartered mutual
savings and loan association to a Louisiana chartered stock savings and loan
association to be known as Algiers Homestead Association ("the Homestead", in
its mutual or stock form, as the sense of the reference requires) and the
concurrent issuance of its capital stock to Algiers Bancorp, Inc. ("the Holding
Company").
Pursuant to the Plan, non-transferable subscription rights to purchase common
stock were offered first to Eligible Account Holders of record as of the
Eligibility Record Date, then to Tax-Qualified Employee Stock Benefit Plans,
then to Supplemental Eligible Account Holders, then to Other Members, and then
to Directors, Officers and Employees. The Subscription Offering closed on June
24, 1996.
The Plan of Conversion was approved by the members of the Homestead at a special
meeting held on June 27, 1996.
F-8
<PAGE>
The Conversion was consummated on July 8, 1996, at which time the Company
(1)issued 648,025 shares of its common stock in the Subscription Offering,
(2)purchased all of the common stock issued by the Homestead in exchange for 50%
of the net sales proceeds from the Subscription Offering, and (3)became the
savings and loan holding company for the Homestead. The costs of issuing the
common stock will be deferred and deducted from the sale proceeds. The
Homestead had incurred $196,505 in stock issuance costs as of June 30, 1996.
The Company filed a Form SB-2 with the Securities and Exchange Commission
("SEC") on March 26, 1996, which as amended was declared effective by the SEC on
May 13, 1996. The Company filed a Form AC with the Office of Thrift Supervision
("OTS") and the Office of Financial Institutions ("OFI") on March 26, 1996. The
Form AC and related offering and proxy materials, as amended, were conditionally
approved by the OTS and OFI by letters dated May 13, 1996 and May 14, 1996. The
Company also filed an Application H- (e) 1-S with the OTS and OFI on March 26,
1996, which was conditionally approved by the OTS and OFI by letters dated May
13 1996.
F-9
<PAGE>
ALGIERS HOMESTEAD ASSOCIATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The profitability of the Homestead depends primarily on its net interest income,
which is the difference between interest and dividend income on interest-earning
assets, principally mortgage-backed securities, loans and investments
securities, and interest expense on interest-bearing deposits. Net interest
income is dependent upon the level of interest rates and the extent to which
such rates are changing. The Homestead's profitability also is dependent, to a
lesser extent, on the level of its noninterest income, provision (credit) for
loan losses, noninterest expense and income taxes. In each of the six months
ended June 30, 1996 and 1995, net interest income before provision (credit) for
loan losses exceeded total noninterest expense. Total noninterest expense
consists of general, administrative and other expenses, such as compensation and
benefits, occupancy and equipment expense, federal insurance premiums, and
miscellaneous other expenses.
RESULTS OF OPERATIONS
The Homestead's net income increased by $85,000 or 106.3% in the six months
ended June 30, 1996 from the six months ended June 30, 1995. The increase was
due to an increase of $10,000 or 1.9% in net interest income, an increase of
$93,000 or 211.4% in noninterest income, an increase of $5,000 or 1.2% in
noninterest expense, and an increase of $13,000 or 27.7% in income taxes.
The increased net interest income was due to an increase in the average interest
rate spread from 2.5% in the June 30, 1995 quarter to 2.65% in the June 30, 1996
quarter. The yield on interest-earning assets increased faster than the average
rate on deposits as the Homestead was able to control the rate of increase on
deposits thorough discretionary pricing. The average rate on deposits increased
from 4.3% in the second quarter of 1995 to 4.4% in the second quarter of 1996,
while the average yield on interest-earning assets increased from 6.8% to 7.1%
over the same period. The increased yield on assets was primarily due to higher
yields on the Homestead's adjustable-rate mortgage loans and adjustable-rate
mortgage-backed securities. In addition, in the second quarter of 1996, the
Homestead used a portion of its maturing investment securities to fund the
purchase of mortgage-backed securities, which are higher yielding than
investment securities. Mortgage-backed securities increased to $30.6 million or
57.3% of total assets at June 30, 1996.
F-10
<PAGE>
Total interest income increased by $31,000 or 4.4% in the second quarter of 1996
compared to the second quarter of 1995, due to the increase in the average
yield. Total interest expense increased by $40,000 or 9.2% in the second
quarter of 1996 compared to the second quarter of 1995, primarily due to the
increase in the average rate.
In addition, average deposits increased by $4.9 million or 13.1% in the first
six months of 1996 over the comparable 1995 period. This increase was due to
the receipt by the Homestead of funds for the stock subscription offering.
The Homestead had no provision or credit for loan losses in the quarters ended
June 30, 1996 and 1995. Total nonperforming loans totaled $75 at June 30, 1996,
and the allowance for loan losses at such date was $550,000.
The increase in total noninterest income was primarily due to a $26,000 gain on
the sale of a mortgage-backed security that was available for sale during the
first quarter of 1996.
The decrease in total noninterest expense was due to a $14,000 decrease in
professional fees and a $9,000 decrease in miscellaneous expenses, which
decreases were partially offset by increases of $13,000 in compensation and
benefits, $4,000 in deposit insurance premiums and $2,000 in occupancy expense.
The increase in income tax expense was primarily due to an increase of $98,000
or 77.2% in pre-tax income.
LIQUIDITY AND CAPITAL RESOURCES
The Homestead is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of U.S. Government,
federal agency and other investments having maturities of five years or less.
Current OTS regulations require that a savings institution maintain liquid
assets of not less than 5% of its average daily balance of net withdrawable
deposit accounts and borrowings payable in one year or less, of which short-term
liquid assets must consist of not less than 1%. At June 30, 1996, the
Homestead's liquidity was 13.4% or $3.2 million in excess of the minimum OTS
requirement.
The Homestead is required to maintain regulatory capital sufficient to meet
tangible, core and risk-based capital ratios of 1.5%, 3.0%, and 8.0%
respectively. At June 30, 1996, the Homestead's tangible and core capital both
amounted to $4.1 million or 7.9% of adjusted total assets of $53.5 million, and
the Homestead's risk-based capital amounted to $4.4 million or 32.5% of adjusted
risk-weighted assets of $13.4 million.
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