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 December 31, 1999
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 000-29949
PEOPLES COMMUNITY BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 31 - 1686242
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 S. BROADWAY, LEBANON, OHIO 45036
(Address of principal executive offices)
Issuer's telephone number, including area code: (513) 932-3876
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 No X
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Shares of common stock, par value $.01 per share, outstanding as
of March 24, 2000: 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 S-1 was declared effective on February 11, 2000.
PEOPLES COMMUNITY BANCORP, INC.
FORM 10-QSB
QUARTER ENDED DECEMBER 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
Item 1 -Financial Statements ----
Statement of Financial Condition at December 31, 1999 . . . . . 3
Statement of Income (Unaudited) From December 14,
1999 (Date of Incorporation) to December 31, 1999 . . . . . . . 4
Statement of Cash Flows (Unaudited) From December 14,
1999 (Date of Incorporation) to December 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
Peoples Community Bancorp, Inc.
STATEMENT OF FINANCIAL CONDITION
December 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, 1,000,000
Shares Authorized; 0 Shares Issued and Outstanding --
Common Stock, Par Value $.01,10,000,000
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
Peoples Community Bancorp, Inc.
STATEMENT OF INCOME
-------------------
(Unaudited)
For the Period from
December 14, 1999
(Date of Incorporation)
to December 31, 1999
_______________________
Total Income $ -
Total Expense -
_____
Net Income $ -
=====
Earnings Per Share $ -
=====
See accompanying notes to financial statements.
4
Peoples Community Bancorp, Inc.
STATEMENT OF CASH FLOWS
-----------------------
For the Period from December 14, 1999 (Date
of Incorporation) To December 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.
5
Peoples Community Bancorp, Inc.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Unaudited)
December 31, 1999
Note 1 - Basis of Presentation -
On December 14, 1999, The People's Building, Loan & Savings Company (the
"Bank") incorporated Peoples Community Bancorp, Inc. (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 certain depositors of the Bank as of specified dates and to an
employee stock ownership plan. The Conversion is expected to be consummated
on or about March 30, 2000, 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 S-1 with the Securities and Exchange Commission
("SEC") on December 17, 1999, which as amended was declared effective by the
SEC on February 11, 2000. The Bank filed a Form AC with the Office of Thrift
Supervision ("OTS") on or about December 17, 1999. The Form AC and related
offering and proxy materials, as amended, were conditionally approved by the
OTS by letters dated February 11, 2000. The Company also filed an Application
H-(e) 1/3 with the OTS on or about December 27, 1999, which was conditionally
approved by the OTS by letter dated February 11, 2000. The members of the
Bank approved the Plan at a special meeting held on March 24, 2000, and the
subscription and community offerings closed on March 15, 2000.
The Company issued 100 shares of common stock to the Bank on February 9,
2000. 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 confirmed orders for 1,190,000 shares of common stock in the
subscription and community offerings at a price of $10.00 per share, for
aggregate gross proceeds of $11.9 million. 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.
6
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 December 31, 1999 will be cancelled upon consummation of
the Conversion.
Item 2 - Management's Discussion and Analysis or Plan of Operation.
Peoples Community Bancorp, Inc. is a Delaware corporation organized in
December 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.
Immediately after the Conversion, the Company will acquire Harvest Home
Financial Corporation. Stockholders of Harvest Home will receive $9.00 in
cash plus 0.9 of a share of Company common stock for each of their shares
of Harvest Home common stock. The acquisition of Harvest Home will be
accounted for under the pooling of interests method of accounting.
7
Peoples Community Bancorp, Inc.
Form 10-QSB
Quarter Ended December 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 February 9, 2000, 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 S-1 (File No. 333-93047) was declared effective
by the SEC on February 11, 2000. The offering commenced on
February 24, 2000, and the offering closed (subject to final
regulatory approval) on March 15, 2000. Not all of the registered
shares were sold in the offering. Keefe, Bruyette & Woods, Inc.
was the underwriter. A total of 2,715,713 shares of common stock
were registered solely for the account of the Company, at an
aggregate offering price of $27,157,130. Orders for a total of
1,190,000 shares at an aggregate offering price of $11.9 million
have been confirmed, 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.
8
Item 6 -Exhibits and Reports on Form 8-K:
(a) The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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27.1 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the
quarter ended December 31, 1999.
9
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.
PEOPLES COMMUNITY BANCORP, INC.
Date: March 27, 2000 By: /s/ Jerry D. Williams
_________________________________
Jerry D. Williams
President and Chief Executive Officer
10
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