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 March 31, 2000
-------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-87763
NBG Bancorp, Inc.
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(Exact name of small business issuer as specified in its charter)
Georgia 58-2499542
- ------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2234 West Broad Street, Athens, Georgia 30604
---------------------------------------------
(Address of principal executive offices)
(706) 355-3122
(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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 /X/ No / /
State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 8, 2000: 697,860; $1 par value.
Transitional Small Business Disclosure Format Yes No X
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<PAGE>
NBG BANCORP, INC.
INDEX
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<TABLE>
<CAPTION>
Page
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Part I. Financial Information
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<S> <C>
Item 1. Condensed Financial Statements (unaudited) 3 - 7
Item 2. Management's Discussion and Analysis or Plan of Operation .....................................8
Part II Other Information
-----------------
Item 2. Changes in Securites and use of Proceeds......................................................10
Item 4. Submission of Matters to a Vote of Security Holders...........................................11
Item 6. Exhibits and Reports on Form 8-K..............................................................11
Signatures ..........................................................................................12
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
NBG BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2000
(Unaudited)
- ------------------------------------------------------------------------
ASSETS
Cash $ 1,592
Restricted cash 6,633,600
Equipment (net of accumulated depreciation of $1,809) 111,985
Deferred stock offering costs 49,063
Other assets 2,998
-----------
TOTAL ASSETS $ 6,799,238
===========
LIABILITIES AND STOCKHOLDER'S DEFICIT
LIABILITIES
Subscribers' deposits $ 6,633,600
Line of credit 203,968
Accrued expenses 321,375
-----------
TOTAL LIABILITIES 7,158,943
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STOCKHOLDER'S DEFICIT
Preferred stock, $1 par value; 1,000,000 shares
authorized; no shares issued and outstanding 0
Common stock, $1 par value; 10,000,000 shares
authorized; 1 share issued and outstanding 1
Deficit accumulated during the development stage (359,706)
-----------
TOTAL STOCKHOLDER'S DEFICIT (359,705)
-----------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 6,799,238
===========
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
STATEMENTS OF LOSS
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM JUNE 1, 1999, DATE OF INCEPTION,
TO MARCH 31, 2000
(Unaudited)
- ----------------------------------------------------------------------------
Three Months Period From
Ended June 1, 1999,
March 31, Date of Inception,
2000 to March 31, 2000
------------ ------------------
EXPENSES
Personnel expenses $ 88,793 $ 262,542
Interest 2,241 3,538
Equipment and occupancy expenses 14,159 37,023
Filing and application fees 5,112 13,842
Other expenses 31,373 42,761
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NET LOSS $ 141,678 $ 359,706
========= =========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM JUNE 1, 1999, DATE OF INCEPTION,
TO MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Three Months Period From
Ended June 1, 1999,
March 31, Date of Inception,
2000 to March 31, 2000
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<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(141,678) $(359,706)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 817 1,809
Increase in deferred stock offering costs (44,580) (49,063)
Increase in accrued expenses 132,714 321,375
Other operating activities (2,998) (2,998)
--------- ---------
Net cash used in operating activities (55,725) (88,583)
--------- ---------
INVESTING ACTIVITIES
Purchase of premises and equipment (101,577) (113,794)
--------- ---------
Net cash used in investing activities (101,577) (113,794)
--------- ---------
FINANCING ACTIVITIES
Proceeds from line of credit 155,000 203,968
Proceeds from issuance of common stock 0 1
--------- ---------
Net cash provided by financing activities 155,000 203,969
--------- ---------
Net increase (decrease) in cash (2,302) 1,592
Cash at beginning of period 3,894 0
--------- ---------
Cash at end of period $ 1,592 $ 1,592
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
NBG Bancorp, Inc. (the "Company") was incorporated as a Georgia
corporation on September 23, 1999 to serve as a bank holding company
for The National Bank of Georgia. The Company filed a Registration
Statement on Form SB-2 with the Securities and Exchange Commission to
register an offering for sale of a minimum of 610,000 and a maximum of
800,000 shares of the Company's $1.00 par value per share common stock
at $10.00 per share. As of March 31, 2000, the offering was scheduled
to end on June 3, 2000, but the Company may extend it until November 3,
2000 at the latest.
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.
The results of operations for the three month period ended March 31,
2000 are not necessarily indicative of the results to be expected for
the full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal years beginning after June 15, 2000. However, the
statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Company expects to adopt this statement
effective January 1, 2001. SFAS No. 133 requires the Company to
recognize all derivatives as either assets or liabilities in the
balance sheet at fair value. For derivatives that are not designated as
hedges, the gain or loss must be recognized in earnings in the period
of change. For derivatives that are designated as hedges, changes in
the fair value of the hedged assets, liabilities, or firm commitments
must be recognized in earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings, depending on
the nature of the hedge. The ineffective portion of a derivative's
change in fair value must be recognized in earnings immediately.
Management has not yet determined what effect the adoption of SFAS No.
133 will have on the Company's earnings or financial position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
6
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. SUBSEQUENT EVENT
With the prior approval of the Board of Governors of the Federal
Reserve and the Georgia Department of Banking and Finance on May 2,
2000, the Company used $6,878,600 of the net proceeds of the Offering
to capitalize The National Bank of Georgia, a national bank. The
Company was organized in Athens, Georgia. In return, the Bank issued
all of its common stock to NBG Bancorp, and NBG Bancorp became the
Bank's sole shareholder. Accordingly, NBG Bancorp is now a bank holding
company within the meaning of the Bank Holding Company Act of 1956, as
currently in effect (the "Bank Holding Company Act"), and the Georgia
Bank Holding Company Act.
The National Bank of Georgia received its charter from the Office of
the Comptroller of the Currency ("OCC") on May 3, 2000. The Bank
commenced operations on May 8, 2000.
As of May 8, 2000, the NBG Bancorp has raised $6,978,600 by selling
697,860 shares from the Offering.
7
<PAGE>
NBG BANCORP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Statements
- --------------------------
Some of the statements in this report are "forward-looking statements."
Forward-looking statements include statements about the competitiveness of the
banking industry, potential regulatory obligations, potential economic growth in
our primary service area, our strategies and other statements that are not
historical facts. When we use in this report words like "anticipate," "believe,"
"expect," "estimate," and similar expressions, you should consider them as
identifying forward-looking statements. Because forward-looking statements
involve risks and uncertainties, there are important factors that could cause
actual results to differ significantly from those expressed or implied by the
forward-looking statements.
Liquidity
- ---------
Liquidity represents the ability to provide steady sources of funds for loan
commitments and investment activities, as well as to maintain sufficient funds
to cover deposit withdrawals and payment of debt and operating obligations. As a
national bank, the Company's proposed subsidiary is expected to be able to
obtain these funds by converting assets to cash or by attracting new deposits.
The bank's ability to maintain and increase deposits will serve as its primary
source of liquidity.
Management knows of no trends, demands, commitments, events or uncertainties
that should result in, or are reasonably likely to result in, The National Bank
of Georgia's or NBG Bancorp's liquidity increasing or decreasing in any material
way in the foreseeable future, other thanas a resulf of the Company's current
offering
Capital Adequacy
- ----------------
We believe that the net proceeds of the Offering will satisfy our cash
requirements for at least the next 12 months following the opening of The
National Bank of Georgia, the Company's proposed subsidiary. Accordingly,
management does not anticipate that it will be necessary to raise additional
funds to operate the Company or The National Bank of Georgia for at least the
next 12 months. All anticipated material expenditures for such period have been
identified and provided for out of the proceeds of the offering.
The following is management's plan of operation which describes significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed financial
statements.
Plan of Operation
- -----------------
As of March 31, 2000, the Company was in the development stage and will remain
in that stage until at least 610,000 shares, at $10.00 per share, have been sold
in the offering. See "Item 5 - Other Information." The Company was organized in
September 1999 to serve as a holding company for The National Bank of Georgia.
Since it was organized, the Company's main activities have been centered on
seeking, interviewing and selecting its directors, applying for a national bank
charter, applying for FDIC deposit insurance, applying to become a bank holding
company and raising equity capital through the Offering.
The Company's operations from June 1, 1999 through March 31, 2000 have been
funded through a line of credit from Georgia First Bank, N.A. The total amount
available on the line of credit is $250,000, of which $203,968 was outstanding
at March 31, 2000. The loan has been guaranteed by the Company's organizers,
bears interest at the highest prime rate minus one as published in the Money
Rates section of The Wall Street Journal, and is due on May 23, 2000.
A portion of the proceeds of the Offering will be used to repay the line of
credit, to the extent that such repayment is reasonable and not detrimental to
the operations of The National Bank of Georgia, and to the extent that such
repayment is allowed by the OCC and other appropriate regulatory authorities.
See "Item 5 - Other Information" Total preopening expenses, as of March 31,
2000, amounted to $359,706.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Use of Proceeds From Sales of Registered Securities
---------------------------------------------------
On December 6, 1999, the Company commenced an initial public offering
of a minimum of 610,000 shares and a maximum of 800,000 shares of its common
stock at an offering price of $10.00 per share. The shares in the Offering are
registered under the Securities Act of 1933, as amended, pursuant to an
effective Registration Statement on Form SB-2 (the "Registration Statement,"
registration number 333-87763). The Registration Statement was declared
effective by the Securities and Exchange Commission (the "SEC") on December 6,
1999.
As of May 2, 2000, the shares will continue to be offered on a
best-efforts, 1,000 share minimum basis by the executive officers of
the Company, who are receiving no commissions for sales they make. In addition,
the Company may engage sales agents to sell shares on a best efforts basis. The
Company anticipates that if sales agents are retained, such persons would be
paid sales commissions not exceeding 10% of the aggregate dollar amount of the
common stock sold by the sales agents as well as marketing related expenses.
Prior to May 2, 2000 all subscription funds tendered were being deposited in an
interest-bearing escrow account with Georgia First Bank, N.A., Gainesville,
Georgia (the "Escrow Agent") pending completion of certain conditions of the
Offering.
As of May 2, 2000, the minimum number of shares to be sold in the
Offering had been attained. Accordingly, on May 2, 2000, the Escrow Agent
released the subscription funds tothe National Bank of Georgia. After May 2,
2000, all subscription funds tendered will be deposited directly with the
Company and will be immediately available for use by the Company. As of March
31, 2000, the offering was scheduled to end on June 3, 2000, bu thee Company may
extend it until November 30, 2000 at the latest. As set forth in the table
below, from the effective date of the Registration Statement to March 31, 2000,
the Company had deferred costs in connection with the Offering of $49,063. All
of the amounts shown in the table are actual amounts except legal fees which
have been estimated. None of the amounts shown were paid directly or indirectly
to any director, officer, general partner of the Company or their associates,
persons owning 10% or more of any class of equity securities of the Company, or
an affiliate of the Company.
Securities and Exchange Commission Registration fee $ 2,224
Blue Sky Fees and Expenses 1,600
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 3,000
Printing and Engraving Expenses 25,638
Postage and Other Mailing Costs 3,009
Miscellaneous 3,592
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Total $49,063
=======
After deducting the Offering expenses described above, net proceeds
to the Company from the minimum number of shares sold in the Offering are
expected to be approximately $6.05 million. The Company will use such proceeds
to capitalize The National Bank of Georgia, to pay organization, the Offering
and pre-opening expenses, to improve The National Bank of Georgia's main office
and to provide working capital for The National Bank of Georgia, including
making loans and other investments. None of the net proceeds of the Offering
will be paid directly or indirectly to any director, officer, general partner of
the Company or their associates, persons owning 10% or more of any class of
equity securities of NBG Bancorp, or an affiliate of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
10
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule, (for SEC use only).
(b) Reports on Form 8-K.
None.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NBG BANCORP, INC.
(Registrant)
Date: 5/12/00 /s/ William S. Huggins
----------------------------------
William S. Huggins
President and Chief Executive Officer
(Principal Executive Officer)
Date: 5/12/00 /s/ Michael R. Carson
Michael R. Carson
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0001095588
<NAME> NBG BANCORP, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,592
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 6,799,238
<DEPOSITS> 0
<SHORT-TERM> 155,000
<LIABILITIES-OTHER> 6,954,975
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> (359,706)
<TOTAL-LIABILITIES-AND-EQUITY> 6,799,238
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<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 2,241
<INTEREST-INCOME-NET> (2,241)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 31,373
<INCOME-PRETAX> (141,678)
<INCOME-PRE-EXTRAORDINARY> (141,675)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (141,678)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
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