SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
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Annual Report Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
COMMISSION FILE NO. 333-87763
NBG BANCORP, INC.
(Name of Small Business Issuer in Its Charter)
Georgia 58-2499542
(State of Incorporation) (I.R.S. Employer Identification Number)
2234 West Broad Street
Athens, Georgia 30604
(Address of Principal Executive Offices) (Zip Code)
(706) 355-3122
(Issuer's Telephone Number, Including Area Code)
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Securities Registered Under Section 12(B) of the Exchange Act:
Title of Each Class Name of Exchange On Which Registered
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None N/A
Securities Registered Under Section 12(G) of the Exchange Act:
Common Stock, $1.00 par value per share
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
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 |_|
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|
The issuer's revenues for its most recent fiscal year were $0.
The aggregate market value of the common stock held by non-affiliates
of the issuer on March 15, 1999 was $0. For the purpose of this response,
directors, officers and holders of 5% or more of the issuer's common stock are
considered the affiliates of the issuer at that date. Although directors and
executive officers of the registrant were assumed to be "affiliates" of the
issuer for purposes of this calculation, the classification is not to be
interpreted as an admission of such status.
As of March 15, 2000, there was one share of the issuer's common stock
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes |_| No |X|
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PART I
CAUTIONARY NOTICE REGARDING 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.
ITEM 1. DESCRIPTION OF BUSINESS
REFERENCES IN THIS REPORT TO "WE," "US," AND "OUR" COLLECTIVELY REFER TO NBG
BANCORP, INC. AND THE NATIONAL BANK OF GEORGIA.
General
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NBG BANCORP, INC. NBG Bancorp, Inc. was incorporated as a Georgia
corporation on September 23, 1999 to serve as a bank holding company for The
National Bank of Georgia. NBG Bancorp is currently conducting an initial public
offering (the "Offering") of a minimum of 610,000 shares and a maximum of
800,000 shares of its common stock at a price of $10.00 per share. See "Item 5 -
Market for Common Equity and Related Stockholder Matters." NBG Bancorp plans to
use $6,000,000 of the net proceeds of the Offering to capitalize The National
Bank of Georgia, a national bank organizing in Athens, Georgia. In return, the
bank will issue all of its common stock to NBG Bancorp, and NBG Bancorp will be
the bank's sole shareholder. Initially, The National Bank of Georgia will be NBG
Bancorp's sole operating subsidiary. NBG Bancorp has received approval from the
Board of Governors of the Federal Reserve (the "Federal Reserve") and the
Georgia Department of Banking and Finance to capitalize The National Bank of
Georgia. Accordingly, NBG Bancorp will become 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 when it
purchases The National Bank of Georgia's common stock. See "Supervision and
Regulation - General."
NBG Bancorp has been organized to make it easier for The National Bank
of Georgia to serve its future customers. The holding company structure will
provide flexibility for expanding The National Bank of Georgia's banking
business by possibly acquiring other financial institutions and providing
additional capital and banking-related services. A holding company structure
will make it easier for NBG Bancorp to raise capital for the bank because NBG
Bancorp will be able to issue securities without the need for prior banking
regulatory approval and the proceeds of debt securities issued by NBG Bancorp
can be invested in the bank as primary capital.
THE NATIONAL BANK OF GEORGIA. Our organizers filed applications on
behalf of The National Bank of Georgia with the Office of the Comptroller of the
Currency (the "OCC") and with the Federal Deposit Insurance Corporation (the
"FDIC") on June 29, 1999 for authority to organize as a national bank with
federally insured deposits. The National Bank of Georgia will not be authorized
to conduct its banking business until it obtains a charter from the OCC. The
issuance of the charter will depend, among other things, upon The National Bank
of Georgia's receipt of at least $6,000,000 in capital from NBG Bancorp and upon
compliance with other standard conditions expected to be imposed by the OCC.
These conditions are generally designed to familiarize The National Bank of
Georgia with national bank operating requirements and to prepare it to begin
business operations. The OCC requires that a new national bank obtain a charter
and open for business within 18 months after receipt of its preliminary approval
from the OCC. The National Bank of Georgia received preliminary approval of its
charter application from the OCC on October 26, 1999, and preliminary approval
of its FDIC deposit insurance application on December 16, 1999. Accordingly, the
bank is awaiting final approvals from the OCC and the FDIC in order to begin
banking operations. We expect The National Bank of Georgia will open for
business in the second quarter of 2000.
<PAGE>
NBG Bancorp's executive office is located at The National Bank of
Georgia's facilities, 2234 West Broad Street, Athens, Georgia 30306 and its
telephone number at such location is (706) 355-3122. See "Item 2. Description of
Properties."
Business of the Bank
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The National Bank of Georgia is being organized as a national bank to
conduct a commercial banking business from Athens, Georgia. The National Bank of
Georgia's primary federal regulator will be the OCC and the bank's deposits will
be insured by the FDIC. The National Bank of Georgia has not commenced banking
operations.
The National Bank of Georgia's initial primary service area will be the
approximate ten mile radius surrounding its main office, which is located at
2234 West Broad Street in Athens, Georgia. The primary service area represents a
geographic area that includes the City of Athens, Clarke County, and the
northeastern portion of Oconee County. Athens is served by several major
thoroughfares, including U.S. Highways 29 and 129. Athens is located
approximately 65 miles northeast of Atlanta.
Athens is the key economic focal point of the Athens Metropolitan
Statistical Area ("MSA") as well as NBG Bancorp's primary service area, which
encompasses a smaller geographic area than the Athens MSA. Athens' continuing
expansion is due to its location in the path of Atlanta's growth, increasing
enrollments at The University of Georgia, major infra-structure improvements and
a growing hospitality industry. The estimated per capita personal income for
Clarke and Oconee Counties in 1988 were $22,044 and $24,755, respectively. From
1993 through 1998, Clarke County's per capita personal income grew at an annual
growth rate of 4.8%, while Oconee County's grew at an annual growth rate of
4.4%. Clarke County's, as well as Oconee's, per capita personal income annual
growth rate is projected to slow down to 3.7% and 2.9%, respectively through
2003. We believe that one of the most important characteristics of the Athens
MSA, as well as NBG Bancorp's primary service area, is that it tends to be
insulated from severe economic downturns. With over 30,000 students, we believe
The University of Georgia provides a stabilizing effect economically on the area
and will continue to insure that it remains a unique market with growth
opportunities.
The estimated populations for Clarke and Oconee Counties in 1998 were
92,281 and 24, 274, respectively. According to The University of Georgia's Selig
Center for Economic Growth (the "Selig Center"), from 1993 through 1997 Clarke
County's population grew at an annual growth rate of 0.8% while Oconee County's
population grew at an annual growth rate of 4.7%. Clarke County's annual growth
rate is projected to increase to 1.4% through 2003, while Oconee County's annual
growth rate is projected to remain vibrant at 4.5%. The number of households
within the Athens MSA has increased from 38,583 in 1980 to nearly 51,000 in
1990.
According to the Selig Center, the number of nonagricultural workers
increased in the Athens MSA from 59,700 in 1990 to 71,500 in 1997, an average
annual increase of 2.6%. In the first three quarters of 1998, nonagricultural
employment in the Athens MSA grew faster than in any other metropolitan area in
Georgia. An unusually fast increase in government sector jobs accounts for this
rapid growth. The Athens MSA has an unusually high number of college-educated
workers, which is regularly supplemented by hundreds of graduates from The
University of Georgia. Moreover, large numbers of students provide a core of
part-time workers for employers where flexible scheduling is viable.
The University of Georgia, together with other state, federal and local
government institutions, provided 27.6% of the Athens MSA's area jobs in 1997.
Employment in the government sector increased at a low 0.8% average annual rate
between 1990 and 1997. After declining in 1996 and 1997, the government sector
expanded at a rapid rate of 15.3% in the first nine months of 1998.
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The services and trade sectors provided almost half of the Athens MSA's
nonagricultural jobs in 1997. They also were the area's fastest growing
industries between 1990 and 1997. Services added jobs at a high 6.0% average
annual rate, and trade followed with a 4.0% average annual growth. The rate of
growth slowed significantly in both of those sectors in 1997, and the first nine
months of 1998 saw 0.4% decline in service jobs, a 2.7% growth in retail trade
employment, and a 4.6% decline in wholesale trade employment
Manufacturing, responsible for 16.2% of jobs in 1997, has been the
slowest growing sector in the Athens MSA economy, adding jobs at a 0.2% average
annual rate, which translates into 200 jobs between 1990 and 1997. Between
January and September of 1998, employment in manufacturing rose by 1.1%, up from
a 1.7% decline in 1997.
In 1997, jobs in the construction, transportation, communications and
public utilities, and financial sectors made up about 9.1% of the area's total
nonagricultural employment. Construction, the largest of those sectors, saw the
most rapid growth in the years preceding the 1996 Olympic Games. Athens was the
site of three venues during the 1996 Olympic Games. Between 1994 and 1995, the
sector grew by 8.7%. After registering 4.0% growth in 1997, employment in
contract construction declined by 0.9% in the first quarters of 1998. After two
years of healthy growth, employment in transportation, communications, and
public utilities suffered a 10.0% decline in 1997. The sector regained some of
its losses and grew by 3.2% in the first nine months of 1998.
Unemployment rates in Athens declined steadily from 1994 to 1997, a
trend that continued into the first nine months of 1998. The Athens MSA had the
lowest unemployment rate among Georgia's MSAs both in 1997 (3.0%) and in 1998
(2.9%). In particular, Clarke County's and Oconee County's average unemployment
rates in 1997 were 3.2% and 2.0%, respectively, well below the state's average
unemployment rate of 4.5% for that year.
According to the Georgia Department of Labor, the largest
non-government employers in Clarke County are Gold Kist, Inc., Seaboard Farms
and St. Mary's Hospital. Athens' top ten employers are listed below and
illustrate the diversification of business and trade in the area.
<TABLE>
<CAPTION>
Athens' Top Ten Employers Total Employees Industry
------------------------- --------------- --------
<S> <C> <S>
The University of Georgia........................................ 8,903 Education
Athens Regional Medical Centers.................................. 1,882 Health Care
Seaboard Farms................................................... 1,688 Agriculture
Clarke County School District.................................... 1,600 Education
Athens-Clarke County............................................. 1,375 Public Service
St. Mary's Hospital.............................................. 1,110 Health Care
Gold Kist, Inc................................................... 1,056 Agriculture
Reliance Electric Corp........................................... 900 Manufacturing
General Time Corporation......................................... 700 Manufacturing
ABB Power T&D Company, Inc....................................... 605 Manufacturing
</TABLE>
From 1993 through 1998, the number of persons employed in Clarke and
Oconee Counties grew at annual growth rates of 3.3% and 9.2%, respectively.
Although Clarke County's annual growth rate is projected to decrease to 2.2%
through 2003, Oconee County's annual job growth rate is expected to remain
strong at 7.3% through 2003.
Lending Services
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LENDING POLICY. The National Bank of Georgia is being established to
generally support the Athens and Oconee County area. Consequently, the bank will
aggressively lend money to creditworthy borrowers within this limited geographic
area. The National Bank of Georgia will emphasize both commercial loans to
small- and medium-sized businesses and professional concerns as well as real
estate-related loans, including construction loans for residential and
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commercial properties, and primary and secondary mortgage loans for the
acquisition or improvement of personal residences. To a lesser extent, the bank
will also make consumer loans.
The National Bank of Georgia intends to maintain a balanced loan
portfolio. The bank estimates that real estate-related loans will comprise 50%
of the portfolio, commercial loans to small- to medium-sized businesses will
comprise 40% of the portfolio, and consumer loans to individuals will comprise
10% of the portfolio. The bank plans to avoid concentrations of loans to a
single industry or based on a single type of collateral. To address the risks
inherent in making loans, the bank will maintain an allowance for loan losses
based on, among other things, an evaluation of the bank's loan loss experience,
the amount of past due and nonperforming loans, current and anticipated economic
changes and the values of certain loan collateral. Based upon such factors, the
bank's management will make various assumptions and judgments about the ultimate
collectibility of the loan portfolio and provide an allowance for potential loan
losses based upon a percentage of the outstanding balances and for specific
loans. However, because there are certain risks that cannot be precisely
quantified, management's judgment of the allowance is necessarily an
approximation and imprecise. The adequacy and methodology of the allowance for
loan losses will be subject to regulatory examination and compared to a peer
group of financial institutions identified by the bank's regulatory agencies.
LOAN APPROVAL AND REVIEW. The National Bank of Georgia's loan approval
policies will provide for various levels of officer lending authority. When the
amount of total loans to a single borrower exceeds that individual officer's
lending authority, either an officer with a higher lending limit or the bank's
Loan Committee will determine whether to approve the loan request. The bank will
not make any loans to any of its directors or executive officers unless its
Board of Directors approves the loan, the terms of the loan are no more
favorable than would be available to any other applicant with similar credit
factors not affiliated with the bank, and the loan otherwise complies with
applicable law.
LENDING LIMITS. The National Bank of Georgia's lending activities will
be subject to a variety of lending limits imposed by law. Differing limits apply
in some circumstances based on the type of loan or the nature of the borrower,
including the borrower's relationship to the bank. In general, however, the bank
will be able to loan any one borrower a maximum amount equal to either: (i) 15%
of the bank's capital and surplus or (ii) 25% of its capital and surplus if the
excess over 15% is within federal guidelines, which provide an exception to the
15% limit for some types of secured debt. Based on its proposed minimum
capitalization and projected pre-opening expenses, the bank's initial lending
limit will be approximately $855,000 for loans not fully secured plus an
additional $570,000, or a total of approximately $1,425,000, for loans that meet
the federal guidelines. The bank has not yet established any minimum or maximum
loan limits other than the statutory lending limits described above. These
limits will increase or decrease as the bank's capital increases or decreases as
a result of its earnings or losses, among other reasons. The bank may sell
participations in its loans to other financial institutions in order to meet all
of the lending needs of loan customers.
CREDIT RISKS. The principal economic risk associated with each category
of loans that The National Bank of Georgia expects to make is the
creditworthiness of the borrower. Borrower creditworthiness is affected by
general economic conditions and the strength of the services and retail market
segments. General economic factors affecting a borrower's ability to repay
include interest, inflation and employment rates, as well as other factors
affecting a borrower's customers, suppliers and employees.
With respect to real estate loans generally, the ability of a borrower
to repay a real estate loan will depend upon a number of economic factors,
including employment levels and fluctuations in the value of real estate. In the
case of a real estate purchase loan, the borrower may be unable to repay the
loans at the end of the loan term and may thus be forced to refinance the loan
at a higher interest rate, or, in certain cases, the borrower may default as a
result of its inability to refinance the loan. In either case, the risk of
nonpayment by the borrower is increased. In the case of a real estate
construction loan, there is generally no income from the underlying property
during the construction period, and the developer's personal obligations under
the loan are typically limited. Each of these factors increases the risk of
nonpayment by the borrower. The National Bank of Georgia will also face
additional credit risks to the extent that it engages in adjustable rate
mortgage loans ("ARMs"). In the case of an ARM, as interest rates increase, the
borrower's required payments increase, thus increasing the potential for
default. The marketability of all real estate loans, including ARMs, is also
generally affected by the prevailing level of interest rates.
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The risks associated with commercial loans vary with many economic
factors, including the economy in the Athens and Oconee County area. The well
established financial institutions in the Athens and Oconee County area are
likely to make proportionately more loans to large-sized businesses than The
National Bank of Georgia will make. Many of the bank's anticipated commercial
loans will likely be made to small- to medium-sized businesses that may be less
able to withstand competitive, economic and financial pressures than larger
borrowers. In addition, because payments on loans secured by commercial property
generally depend to a large degree on the results of operations and management
of the properties, repayment of such loans may be subject, to a greater extent
than other loans, to adverse conditions in the real estate market or the
economy.
Consumer loans generally involve more credit risks than other loans
because of the type and nature of the underlying collateral or because of the
absence of any collateral. Consumer loan repayments are dependent on the
borrower's continuing financial stability and are likely to be adversely
affected by job loss, divorce and illness. Furthermore, the application of
various federal and state laws, including federal and state bankruptcy and
insolvency laws, may limit the amount which can be recovered on such loans in
the case of default. In most cases, any repossessed collateral will not provide
an adequate source of repayment of the outstanding loan balance. Although the
underwriting process for consumer loans includes a comparison of the value of
the security, if any, to the proposed loan amount, The National Bank of Georgia
cannot predict the extent to which the borrower's ability to pay, and the value
of the security, will be affected by prevailing economic and other conditions.
REAL ESTATE LOANS. The National Bank of Georgia will make commercial
real estate loans, construction and development loans, and residential real
estate loans. These loans will include some commercial loans where the bank will
take a security interest in real estate out of an abundance of caution and not
as the principal collateral for the loan, but will exclude home equity loans,
which are classified as consumer loans.
o COMMERCIAL REAL ESTATE. Commercial real estate loan terms
generally will be limited to five years or less, although
payments may be structured on a longer amortization basis.
Interest rates may be fixed or adjustable. The National Bank
of Georgia will generally charge an origination fee. We will
attempt to reduce credit risk on our commercial real estate
loans by emphasizing loans on owner-occupied office and retail
buildings where the ratio of the loan principal to the value
of the collateral as established by independent appraisal does
not exceed 80% and net projected cash flow available for debt
service equals 120% of the debt service requirement. In
addition, the bank may require personal guarantees from the
principal owners of the property supported by a review by the
bank's management of the principal owners' personal financial
statements. Risks associated with commercial real estate loans
include fluctuations in the value of real estate, new job
creation trends, tenant vacancy rates and the quality of the
borrower's management. The bank will limit its risk by
analyzing borrowers' cash flow and collateral value on an
ongoing basis. The bank will compete for real estate loans
with competitors that are well established in its primary
service area.
o CONSTRUCTION AND DEVELOPMENT LOANS. Construction and
development loans will be made both on a pre-sold and
speculative basis. If the borrower has entered into an
agreement to sell the property prior to beginning
construction, then the loan is considered to be on a pre-sold
basis. If the borrower has not entered into an agreement to
sell the property prior to beginning construction, then the
loan is considered to be on a speculative basis. Construction
and development loans are generally made with a term of nine
months and interest is paid periodically. The ratio of the
loan principal to the value of the collateral as established
by independent appraisal generally will not exceed 80%.
Speculative loans will be based on the borrower's financial
strength and cash flow position. Loan proceeds will be
disbursed based on the percentage of completion and only after
the project has been inspected by an experienced construction
lender or appraiser. Risks associated with construction loans
include fluctuations in the value of real estate and new job
creation trends.
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o RESIDENTIAL REAL ESTATE. The National Bank of Georgia's
residential real estate loans will consist of residential
first and second mortgage loans and residential construction
loans. The bank will offer fixed and variable rates on our
mortgages with the amortization of first mortgages with
maturity dates of three years and beyond. These loans will be
made consistent with the bank's appraisal policy and with the
ratio of the loan principal to the value of collateral as
established by independent appraisal generally not to exceed
95%. We expect these loan to value ratios will be sufficient
to compensate for fluctuations in real estate market value and
to minimize losses that could result from a downturn in the
residential real estate market. The National Bank of Georgia
plans to open a mortgage department to process home loans
immediately upon opening, which will allow it to originate
long term mortgages to be sold on the secondary market. The
bank intends to limit interest rate risk and credit risk on
these loans by locking in the interest rate for each loan with
the secondary market investor and receiving the investor's
underwriting approval before funding the loan.
COMMERCIAL LOANS. We expect that loans for commercial purposes in
various lines of businesses also will be one of the primary components of The
National Bank of Georgia's loan portfolio. The terms of these loans will vary by
purpose and by type of underlying collateral, if any. The bank will typically
make equipment loans for a term of five years or less at fixed or variable
rates, with the loan fully amortized over the term. Equipment loans generally
will be secured by the financed equipment, and the ratio of the loan principal
to the value of the financed equipment or other collateral will generally be 80%
or less. Loans to support working capital will typically have terms not
exceeding one year and will usually be secured by accounts receivable,
inventory, or other collateral, as well as personal guarantees of the principals
of the business. For loans secured by accounts receivable or inventory,
principal will typically be repaid as the assets securing the loan are converted
into cash, and for loans secured with other types of collateral, principal will
typically be due at maturity. The quality of the commercial borrower's
management and its ability both to evaluate properly changes in the supply and
demand characteristics affecting its markets for products and services and to
respond effectively to such changes are significant factors in a commercial
borrower's creditworthiness.
CONSUMER LOANS. The National Bank of Georgia will make a variety of
loans to individuals for personal, family and household purposes, including
secured and unsecured installment and term loans, home equity loans and lines of
credit. Consumer loan repayments depend upon the borrower's financial stability
and are more likely to be adversely affected by divorce, job loss, illness and
personal hardships. Because many consumer loans are secured by depreciable
assets such as boats, cars, and trailers the loan should be amortized over the
useful life of the asset. The borrower will generally be required to be employed
for at least 12 months prior to obtaining the loan. The loan officer will review
the borrower's past credit history, past income level, debt history and, when
applicable, cash flow and determine the impact of all these factors on the
ability of the borrower to make future payments as agreed. We expect that the
principal competitors for consumer loans will be the established banks in the
Athens and Oconee County area.
Investments
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In addition to loans, The National Bank of Georgia will make other
investments primarily in obligations of the United States or obligations
guaranteed as to principal and interest by the United States and other taxable
securities. No investment in any of those instruments will exceed any applicable
limitation imposed by law or regulation. Our Asset and Liability Management
Committee will review the investment portfolio on an ongoing basis in order to
ensure that the investments conform to the bank's policy as set by the Board of
Directors. The members of the committee will be Jack L. Barton, Michael R.
Carson, Ronald L. Hill and William S. Huggins. The committee will be chaired by
Tommy E. Warner. See "Management - Committees of the Boards of Directors."
Asset and Liability Management
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Our Asset and Liability Management Committee will manage The National
Bank of Georgia's assets and liabilities and will strive to provide an optimum
and stable net interest margin, a profitable after-tax return on assets and
return on equity and adequate liquidity. The committee will conduct these
management functions within the framework of written loan and investment
policies that the bank will adopt. The committee will attempt to maintain a
balanced position between rate sensitive assets and rate sensitive liabilities.
Specifically, it will chart assets and liabilities on a matrix by maturity,
effective duration and interest adjustment period and attempt to manage any gaps
in maturity ranges.
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Deposit Services
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The National Bank of Georgia intends to establish solid core deposits,
including checking accounts, money market accounts, a variety of certificates of
deposit and IRA accounts. To attract deposits, the bank intends to employ an
aggressive marketing plan in the overall service area and feature a broad
product line and competitive services. We believe that the primary sources of
deposits will be residents of, and businesses and their employees located in,
the Athens and Oconee County area. The National Bank of Georgia plans to obtain
these deposits through personal solicitation by its officers and directors,
direct mail solicitations and advertisements published in the local media. We
believe that the bank will generate deposits by offering a broad array of
competitively priced deposit services, including demand deposits, regular
savings accounts, transaction and investment money market deposits, certificates
of deposit, retirement accounts and other legally permitted deposit or funds
transfer services that may be offered to remain competitive in the market.
Other Banking Services
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Other anticipated bank services include cash management services,
safe-deposit boxes, travelers checks, direct deposit of payroll and social
security checks, and automatic drafts for various accounts. The National Bank of
Georgia plans to become associated with a shared network of automated teller
machines that its customers will be able to use throughout Georgia and other
regions. The bank may offer annuities, mutual funds and other financial services
through a third party that has not yet been chosen. The bank also plans to offer
Mastercard(R) and VISA(R) credit card services through a correspondent bank as
an agent for the bank. The National Bank of Georgia will not exercise trust
powers during its early years of operation. It may in the future offer a
full-service trust department, but cannot do so without the prior approval of
the OCC.
The National Bank of Georgia will also offer its targeted commercial
customers a courier service that will pick up non-cash deposits from the
customer's place of business and deliver them to the bank. We believe that this
will be an important service for our customers because the bank will initially
have only one location.
Employees
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When it begins operations, The National Bank of Georgia will have
approximately ten employees and one part-time employee. We do not expect NBG
Bancorp to have any employees who are not also employees of the bank.
William S. Huggins is the President of NBG Bancorp and will be the
President and Chief Executive Officer of The National Bank of Georgia. Mr.
Huggins has over 30 years of banking experience, including extensive experience
in the areas of finance and management.
Thomas Z. Lanier, III will be The National Bank of Georgia's senior
lending officer. Mr. Lanier has over 25 years of banking experience, including
extensive lending and management experience.
Michael R. Carson will be in charge of The National Bank of Georgia's
operations. Mr. Carson has over 17 years of banking experience, including
extensive experience in the areas of finance and operations.
Competition
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The banking business is highly competitive. The National Bank of
Georgia will compete with other commercial banks, savings and loan associations,
credit unions, and money market mutual funds operating in its primary service
area. Clarke County is served by at least seven insured financial institutions
operating a total of 30 retail branches as of June 30, 1998, the latest date for
which information is available. In Oconee County, as of June 30, 1998, there
were at least five insured financial institutions operating a total of eight
retail branches. A number of these competitors are well established in NBG
Bancorp's primary service area.
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Some of The National Bank of Georgia's competitors have substantially
greater resources and lending limits than The National Bank of Georgia will, and
some competitors provide other services - such as extensive and established
branch networks and trust services - that The National Bank of Georgia does not
expect to provide initially. As a result of these competitive factors, The
National Bank of Georgia may have to pay higher interest rates to attract
depositors or extend credit with lower interest rates to attract borrowers, thus
decreasing its net interest margin.
Supervision and Regulation
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The following discussion describes the material elements of the
regulatory framework that applies to banks and bank holding companies and
provides certain specific information related to The National Bank of Georgia.
GENERAL. NBG Bancorp will be a bank holding company registered with the
Federal Reserve under the Bank Holding Company Act. As a result, NBG Bancorp and
any future non-bank subsidiaries will be subject to the supervision,
examination, and reporting requirements of the Bank Holding Company Act and the
regulations of the Federal Reserve.
The Bank Holding Company Act requires every bank holding company to
obtain the Federal Reserve's prior approval before:
o it may acquire direct or indirect ownership or control of any
voting shares of any bank if, after the acquisition, the bank
holding company will directly or indirectly own or control
more than 5% of the bank's voting shares;
o it or any of its non-bank subsidiaries may acquire all or
substantially all of the assets of any bank; or
o it may merge or consolidate with any other bank holding
company.
The Bank Holding Company Act further provides that the Federal Reserve
may not approve any transaction that would result in or tend to create a
monopoly, or substantially lessen competition or otherwise function as restraint
of trade, unless the anticompetitive effects of the proposed transaction are
clearly outweighed by the public interest in meeting the convenience and needs
of the community to be served. The Federal Reserve is also required to consider
the financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the community to
be served. The Federal Reserve's consideration of financial resources generally
focuses on capital adequacy, which is discussed below.
NBG Bancorp and any other bank holding company located in Georgia may
acquire a bank located in any other state, and any bank holding company located
outside of Georgia may acquire any Georgia-based bank, regardless of state law
to the contrary. In each case, certain deposit-percentage, aging requirements
and other restrictions will apply. National and state-chartered banks may branch
across state lines by acquiring banks in other states. By adopting legislation
prior to June 1, 1997, a state could elect either to "opt in" and accelerate the
date after which interstate branching would be permissible or "opt out" and
prohibit interstate branching altogether. The Georgia Interstate Banking Act
provides that interstate acquisitions by or of institutions located in Georgia
are permitted in states that also allow national interstate acquisitions. The
Georgia Interstate Branching Act permits Georgia-based banks and bank holding
companies owning or acquiring banks outside of Georgia and all non-Georgia banks
and bank holding companies owning or acquiring banks in Georgia to merge any
lawfully acquired bank into an interstate branch network. The Georgia Interstate
Branching Act also allows banks to establish new start-up branches throughout
Georgia, which removes a barrier to competition.
The Bank Holding Company Act generally prohibits NBG Bancorp from
engaging in activities other than banking or managing or controlling banks or
other permissible subsidiaries and from acquiring or keeping direct or indirect
control of any company engaged in any activities other than those activities
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that the Federal Reserve determines to be closely related to banking or managing
or controlling banks. In determining whether a particular activity is
permissible, the Federal Reserve must consider whether the performance of such
an activity reasonably can be expected to produce benefits to the public, such
as greater convenience, increased competition or gains in efficiency, that
outweigh possible adverse effects, such as undue concentration of resources,
decreased or unfair competition, conflicts of interest or unsound banking
practices. For example, the Federal Reserve has determined that factoring
accounts receivable, acquiring or servicing loans, leasing personal property,
conducting discount securities brokerage activities, performing certain data
processing services, acting as agent or broker in selling credit life insurance
and certain other types of insurance in connection with credit transactions and
performing certain insurance underwriting activities are permissible activities
of bank holding companies. The Bank Holding Company Act does not place
territorial limitations on permissible non-banking activities of bank holding
companies. Despite prior approval, the Federal Reserve may order a holding
company or its subsidiaries to terminate any activity or to terminate its
ownership or control of any subsidiary when it has reasonable cause to believe
that the holding company's continued ownership, activity or control constitutes
a serious risk to the financial safety, soundness or stability of any of its
bank subsidiaries.
The National Bank of Georgia's deposits will be insured by the FDIC to
the maximum extent provided by law. The National Bank of Georgia will also be
subject to numerous state and federal statutes and regulations that will affect
its business, activities and operations, and it will be supervised and examined
by one or more state or federal bank regulatory agencies.
The OCC will regularly examine The National Bank of Georgia's
operations and has the authority to approve or disapprove mergers, the
establishment of branches and similar corporate actions. The OCC also has the
power to prevent the continuance or development of unsafe or unsound banking
practices or other violations of law.
PAYMENT OF DIVIDENDS. NBG Bancorp is a legal entity separate and
distinct from The National Bank of Georgia. The principal sources of NBG
Bancorp's cash flow, including cash flow to pay dividends to its shareholders,
are dividends that The National Bank of Georgia pays to its sole shareholder,
NBG Bancorp. Statutory and regulatory limitations apply to the bank's payment of
dividends to NBG Bancorp as well as to NBG Bancorp's payment of dividends to its
shareholders.
If, in the opinion of the OCC, The National Bank of Georgia were
engaged in or about to engage in an unsafe or unsound practice, the OCC could
require, after notice and a hearing, the bank to cease and desist from the
practice. The federal banking agencies have indicated that paying dividends that
deplete a depository institution's capital base to an inadequate level would be
an unsafe and unsound banking practice. Under the Federal Deposit Insurance
Corporation Improvement Act of 1991, a depository institution may not pay any
dividend if payment would cause it to become undercapitalized or if it already
is undercapitalized. Moreover, the federal agencies have issued policy
statements that provide that bank holding companies and insured banks should
generally only pay dividends out of current operating earnings. See "- Prompt
Corrective Action."
The payment of dividends by NBG Bancorp and The National Bank of
Georgia may also be affected by other factors, such as the requirement to
maintain adequate capital above regulatory guidelines.
CAPITAL ADEQUACY. NBG Bancorp and The National Bank of Georgia will be
required to comply with the capital adequacy standards established by the
Federal Reserve (in the case of NBG Bancorp) and the OCC (in the case of the
bank). The Federal Reserve has established two basic measures of capital
adequacy for bank holding companies: a risk-based measure and a leverage
measure. A bank holding company must satisfy all applicable capital standards to
be considered in compliance.
The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profiles among banks
and bank holding companies, to account for off-balance sheet exposure and to
minimize disincentives for holding liquid assets. Assets and off-balance sheet
items, such as letters of credit and unfunded loan commitments, are assigned to
broad risk categories, each with appropriate weights. The resulting capital
ratios represent capital as a percentage of total risk-weighted assets and
off-balance sheet items.
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The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%. At least half of total capital must comprise common stock,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other intangible assets, or
"Tier 1 Capital." The remainder may consist of subordinated debt, other
preferred stock and a limited amount of loan loss reserves, or "Tier 2 Capital."
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and certain other
intangible assets, of 3% for bank holding companies that meet certain specified
criteria, including having the highest regulatory rating. All other bank holding
companies generally are required to maintain a leverage ratio of at least 3%,
plus an additional cushion of 100 to 200 basis points. The guidelines also
provide that bank holding companies experiencing internal growth, as will be the
case for NBG Bancorp, or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve has
indicated that it will consider a bank holding company's Tier 1 Capital leverage
ratio, after deducting all intangibles, and other indicators of capital strength
in evaluating proposals for expansion or new activities.
The National Bank of Georgia will be subject to risk-based and leverage
capital requirements adopted by the OCC, which are substantially similar to
those adopted by the Federal Reserve for bank holding companies.
Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the FDIC, a prohibition on the taking of brokered
deposits and certain other restrictions on its business. As described below,
substantial additional restrictions can be imposed on FDIC-insured depository
institutions that fail to meet applicable capital requirements. See "- Prompt
Corrective Action."
SUPPORT OF SUBSIDIARY INSTITUTIONS. Under Federal Reserve policy, NBG
Bancorp is expected to act as a source of financial strength for, and to commit
resources to support, The National Bank of Georgia. This support may be required
at times when, without this Federal Reserve policy, NBG Bancorp might not be
inclined to provide it. In addition, any capital loans by a bank holding company
to The National Bank of Georgia will be repaid only after its deposits and
certain other indebtedness are repaid in full. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a federal
bank regulatory agency to maintain the capital of a banking subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment.
PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized institutions. Under this system, the
federal banking regulators have established five capital categories (well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized), are required to take certain
mandatory supervisory actions, and are authorized to take other discretionary
actions, with respect to institutions in the three undercapitalized categories.
The severity of the action will depend upon the capital category in which the
institution is placed. Generally, subject to a narrow exception, the banking
regulator must appoint a receiver or conservator for an institution that is
critically undercapitalized. The federal banking agencies have specified by
regulation the relevant capital level for each category.
An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency. A
bank holding company must guarantee that a subsidiary depository institution
meets its capital restoration plan, subject to certain limitations. The
controlling holding company's obligation to fund a capital restoration plan is
limited to the lesser of 5% of an undercapitalized subsidiary's assets or the
amount required to meet regulatory capital requirements. An undercapitalized
institution is also generally prohibited from increasing its average total
assets, making acquisitions, establishing any branches or engaging in any new
line of business, except under an accepted capital restoration plan or with FDIC
approval. In addition, the appropriate federal banking agency may test an
undercapitalized institution in the same manner as it treats a significantly
undercapitalized institution if it determines that those actions are necessary.
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FDIC INSURANCE ASSESSMENTS. The FDIC has adopted a risk-based
assessment system for insured depository institutions that takes into account
the risks attributable to different categories and concentrations of assets and
liabilities. The system assigns an institution to one of three capital
categories: (i) well capitalized; (ii) adequately capitalized; and (iii)
undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes. The FDIC also assigns an institution to one of three supervisory
subgroups within each capital group. The supervisory subgroup to which an
institution is assigned is based on a supervisory evaluation that the
institution's primary federal regulator provides to the FDIC and information
that the FDIC determines to be relevant to the institution's financial condition
and the risk posed to the deposit insurance funds. The FDIC then determines an
institution's insurance assessment rate based on the institution's capital
category and supervisory category. Under the risk-based assessment system, there
are nine combinations of capital groups and supervisory subgroups to which
different assessment rates are applied. Assessments range from 0 to 27 cents per
$100 of deposits, depending on the institution's capital group and supervisory
subgroup.
The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.
RECENT LEGISLATION. On November 15, 1999, President Clinton signed the
Gramm-Leach-Bliley Act of 1999. The Act addresses concerns relating to the
competitiveness and the safety and soundness of the financial services industry
and alters the structure, regulation, and competitive relationships of the
nation's financial institutions. Among other things, the Act:
o Repeals the Glass-Steagall Act of 1933 that separated
commercial and investment banking and eliminates the
prohibition on insurance underwriting activities under the
Bank Holding Company Act of 1956.
o Creates "financial holding companies" that may conduct a broad
list of financial activities, including insurance and
securities underwriting, and real estate development and
investment.
o Establishes the Federal Reserve as the primary federal
regulator of financial holding companies.
o Allows financial holding companies to conduct activities that
are "complementary" to banking.
o Allows banks to underwrite securities through direct
subsidiaries and use direct subsidiaries for insurance or
securities sales or other low-risk activities.
o Prohibits a bank holding company from merging with insurance
or securities firms or embarking on new powers if any of its
banks earned less than a "satisfactory" Community Reinvestment
Act rating on its most recent exam. NBG Bancorp would be
barred from additional powers or acquisitions if one of the
banks' CRA ratings dropped below "satisfactory" later.
o Extends the period between CRA exams to five years for banks
and thrifts under $250 million of assets that earned an
"outstanding" rating in their last exam. Small institutions
with a "satisfactory" rating would only be subject to CRA
exams once every four years. Regulators could conduct an exam
sooner if a bank filed a merger application or if the
regulators have a "reasonable cause."
o Requires financial institutions to establish privacy policies
and disclose them at the start of a customer relationship and
once a year thereafter.
o Requires banks to give customers a chance to block sharing of
confidential information with third parties except in cases of
marketing agreements between financial institutions and some
other marketing agreements.
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o Prohibits credit card and account numbers from being shared
with third-party marketers.
Although the Act is considered to be one of the most significant
banking laws since Depression-era statutes were enacted, because of our small
size and recent organization, we do not expect the Act to materially affect our
initial products, services or other business activities.
ITEM 2. PROPERTIES
On June 1, 1999, we entered into a letter agreement with Century South
Banks, Inc., the owner of our West Broad Street facility, under which Century
South Banks, Inc. will sell us the facility when the conditions of the Offering
are met and subscription funds are released from the escrow account. See "Item 5
- - Market for Common Equity and Related Stockholder Matters." Pursuant to the
letter agreement, the facility's purchase price, of $1,078,052 was good until
March 1, 2000 or when subscription funds were released from the escrow account,
whichever occurred first. Since the subscription funds had not been released
from the escrow account at March 1, 2000, Century South waived that deadline and
agreed to sell us the facility for the orginally agreed to price of $1,078,052
as soon as subscription funds are released from the escrow account. Until we
purchase the facility, we have agreed to rent it from Century South at a rate of
approximately $3,000 per month plus utilities. Georgia First, our escrow agent,
is a wholly-owned subsidiary of Century South Banks, Inc.
The facility consists of approximately 3,000 square feet and includes
one vault, three offices, a loan operations area, five teller stations, three
drive-in windows and one automated teller machine. We plan to update and improve
the facility, the estimated costs of which are expected to total $95,000. The
costs of updating and improving the facility will be funded from the proceeds of
the Offering which, as of March 15, 2000, was ongoing.
ITEM 3. LEGAL PROCEEDINGS
As of the date of this Report, there were no material legal proceedings
to which we, or any of our properties, were subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A. Market Information
(i) Market for Common Equity. As of March 15, 2000, the Offering
was ongoing. Accordingly, there is no market for the common stock of NBG
Bancorp.
(ii) Holders of Common Stock.
As of March 15, 2000, there was one record holder of the common stock
of NBG Bancorp.
(iii) Dividends.
To date, NBG Bancorp has not paid any dividends on its common
stock. NBG Bancorp will initially have no source of income other than dividends
that The National Bank of Georgia pays to it. NBG Bancorp's ability to pay
dividends to its shareholders will therefore depend on the bank's ability to pay
dividends to NBG Bancorp. In the future, NBG Bancorp may begin income-producing
operations independent from those of The National Bank of Georgia, which may
provide another source of income from which NBG Bancorp could pay dividends to
you. However, we can give you no assurance as to when, if at all, these
operations may begin or whether they will be profitable.
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Bank holding companies and national banks are both subject to
significant regulatory restrictions on the payment of cash dividends. In light
of these restrictions and the need for NBG Bancorp and The National Bank of
Georgia to retain and build capital, the Boards of Directors of NBG Bancorp and
the bank plan to reinvest earnings for the period of time necessary to support
successful operations. As a result, NBG Bancorp does not plan to pay dividends
until it recovers any losses incurred and becomes profitable, and its future
dividend policy will depend on the earnings, capital requirements and financial
condition of NBG Bancorp and the bank and on other factors that NBG Bancorp's
Board of Directors considers relevant.
Additionally, regulatory authorities may determine, under circumstances
relating to the financial condition of NBG Bancorp or The National Bank of
Georgia, that the payment of dividends would be an unsafe or unsound practice
and may prohibit dividend payment.
See "Supervision and Regulation - Payment of Dividends."
B. Use of Proceeds From Sales of Registered Securities
On December 6, 1999, NBG Bancorp commenced the 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 have been
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.
The shares are currently being offered on a best-efforts, 1,000 share
minimum basis by the executive officers of NBG Bancorp, who are receiving no
commissions for sales they make. In addition, NBG Bancorp may engage sales
agents to sell shares on a best efforts basis. NBG Bancorp 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. All subscription funds
tendered are 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. The Offering, unless extended, will be
terminated and all subscription funds, together with any interest earned
thereon, will be promptly returned if at least 610,000 shares have not been
subscribed by March 5, 2000. NBG Bancorp may, at its sole discretion, extend the
Offering for three consecutive 90-day periods without notice to subscribers. As
a result, if the minimum number of shares to be sold in the Offering is not
attained before then, investor funds may be held in escrow until November 1,
2000.
As of March 15, 2000, the minimum number of shares to be sold in the
Offering had not been attained. Accordingly, as of such date, the Escrow Agent
had not released any subscription funds. As set forth in the table below, from
the effective date of the Registration Statement to March 15, 2000, NBG Bancorp
had accrued expenses in connection with the Offering of approximately $47,424.
All of the amounts shown in the table are estimated except for the SEC
registration fee. None of the amounts shown were paid directly or indirectly to
any director, officer, general partner of NBG Bancorp or their associates,
persons owning 10% or more of any class of equity securities of NBG Bancorp, or
an affiliate of NBG Bancorp.
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 ........................ 26,500
Postage and Other Mailing Costs......................... 2,100
Miscellaneous .......................................... 2,000
-------
Total ........................................ $47,424
=======
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After deducting the Offering expenses described above, net proceeds to
NBG Bancorp from the minimum number of shares to be sold in the Offering are
expected to be approximately $6.05 million. NBG Bancorp 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
NBG Bancorp or their associates, persons owning 10% or more of any class of
equity securities of NBG Bancorp, or an affiliate of NBG Bancorp.
ITEM 6. PLAN OF OPERATION
General
- -------
NBG Bancorp is in the development stage and will remain in that stage
until the minimum number of shares to be sold in the Offering has been attained.
See "Item 5 - Market for Common Equity and Related Stockholder Matters." NBG
Bancorp was organized in September 1999 to serve as a holding company for The
National Bank of Georgia. Since it was organized, NBG Bancorp'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.
NBG Bancorp's financial statements and related notes, which are
included in this Report, provide additional information relating to the
following discussion of its financial condition. See "Index to Financial
Report."
NBG Bancorp's operations from June 1, 1999 through the close of the
Offering have been, and will continue to be, 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 $48,968 was outstanding at December 31, 1999. This loan
has been guaranteed by our 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 - Market for Common Equity and Related Stockholder
Matters." Total organizational costs, as of December 31, 1999, amounted to
$218,028.
Liquidity and Interest Rate Sensitivity
- ---------------------------------------
Since NBG Bancorp has been in the development stage, there are no
results to present at this time. Nevertheless, once The National Bank of Georgia
begins operations, net interest income, its primary source of earnings, will
fluctuate with significant interest rate movements. To lessen the impact of
these margin swings, we intend to structure the balance sheet so we will have
regular opportunities to change the interest rates on (or "reprice") the bank's
interest-bearing assets and liabilities. Imbalance in these repricing
opportunities at any point in time constitute interest rate sensitivity.
Interest rate sensitivity refers to the responsiveness of
interest-bearing assets and liabilities to change in market interest rates. The
rate sensitive position, or gap, is the difference in the volume of rate
sensitive assets and liabilities at a given time interval. The general objective
of gap management is to actively manage rate sensitive assets and liabilities in
order to reduce the impact of interest rate fluctuations on the net interest
margin. We will generally attempt to maintain a balance between rate sensitive
assets and liabilities as the exposure period is lengthened to minimize The
National Bank of Georgia's overall interest rate risks.
We will evaluate regularly the balance sheet's asset mix in terms of
several variables: yield, credit quality, appropriate funding sources and
liquidity. To manage effectively the balance sheet's liability mix, we plan to
focus on expanding our deposit base and converting assets to cash as necessary.
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As The National Bank of Georgia continues to grow, we will continuously
structure its rate sensitivity position in an effort to hedge against rapidly
rising or falling interest rates. The bank's Asset and Liability Management
Committee will meet on a quarterly basis to develop a strategy for the upcoming
period. The committee's strategy will include anticipating future interest rate
movements.
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. The National Bank of Georgia can obtain these funds by converting
assets to cash or by attracting new deposits. The National Bank of Georgia's
ability to maintain and increase deposits will serve as its primary source of
liquidity.
We know 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 than the 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. Accordingly, we do not anticipate that it will be
necessary to raise additional funds to operate NBG Bancorp 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. For additional information about our plan of
operation, see Item 1. Description of Business.
ITEM 7. FINANCIAL STATEMENTS
The consolidated financial statements of the NBG Bancorp, including
notes thereto, and the report of independent certified public accountants are
included in this Report beginning at page F-1 and are incorporated herein by
reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There has been no occurrence requiring a response to this Item.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Each person listed below has been a director of NBG Bancorp since
September 23, 1999. Directors of NBG Bancorp serve staggered terms, which means
that one-third of the directors will be elected each year at NBG Bancorp's
annual meeting of shareholders. The initial term of the Class I directors
expires in 2000, the initial term of the Class II directors expires in 2001, and
the initial term of the Class III directors expires in 2002. Thereafter, each
director will serve for a term of three years. NBG Bancorp's officers are
appointed by the Board of Directors and hold office at the will of the Board of
Directors.
Each person listed below is also a proposed director of The National
Bank of Georgia. Each of the bank's proposed directors will serve until the
bank's first shareholders' meeting, which will convene shortly after NBG Bancorp
receives its charter. NBG Bancorp, as the sole shareholder of The National Bank
of Georgia, will nominate each proposed director to serve as director of the
bank at that meeting. After the first shareholders' meeting, directors of the
bank will serve for a term of one year and will be elected by NBG Bancorp each
year at the bank's annual meeting of shareholders. The bank's officers will be
appointed by its Board of Directors and will hold office at the will of the
Board of Directors.
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JOHN HAROLD BARRETT has been in the construction and development
business in the Southeast and NBG Bancorp's primary service area since finishing
his education at The University of Georgia in 1974. He is the founder of Barrett
Properties, Inc., a property management company that manages his family's real
estate interests, including approximately 1,500 rental units in the Southeast, a
large number of which are located in Athens. Mr. Barrett is currently on the
board of trustees of Athens Academy and has served on the board of directors of
the Athens YMCA, the Chamber of Commerce, and the Athens Area Homebuilders
Association.
JACK LEE BARTON is the majority owner of Lintel, Inc., a holding
company for Hart Telephone Company of Hartwell, Georgia. He has been employed by
the company since 1976 and currently serves as its chief executive officer. Mr.
Barton has been instrumental in the development of the YMCA of Hartwell and was
the developer of Catteegee Golf Club of Hartwell. He and his family currently
reside in Athens and are active in the community. Mr. Barton graduated from The
University of Georgia in 1976 with a business degree. He is the past president
of the Hart County Chamber of Commerce and the Hartwell Rotary Club. Mr. Barton
is also the past president of the Georgia Telephone Association and was for six
years director of the National Telephone Association. Mr. Barton has served on
the advisory board of the Rural Telephone Finance Cooperative, a financial
services institution lending to electric utilities and telephone companies
throughout the United States.
ROBERT E. BURTON is the co-founder of Flowers, Inc., the largest
wholesaler of balloons and gift items in the United States. He has been the
company's chief executive officer since 1971. Mr. Burton graduated from The
University of Georgia in 1971. Mr. Burton is active in several real estate
investment partnerships and is an active investor in commercial banking
ventures.
MICHAEL R. CARSON most recently served as senior vice president and
chief financial officer of The Georgia National Bank (which was recently
purchased by SouthTrust, National Association), a position he had held since
1989. In this capacity, he was responsible for all bank operations, bank
investments, personnel, accounting, and data processing activities. Mr. Carson
graduated from The University of Georgia in 1981 with a business degree. Mr.
Carson also earned a graduate degree in banking from The Banking School of the
South in Baton Rouge, Louisiana in 1991. Mr. Carson has served as an instructor
in bank operations for the Community Bankers Association of Georgia for the last
seven years. He also has served on the board of directors of the Hope Haven
School for Adult Mentally Handicapped Persons since 1991. Mr. Carson has further
served on the local board of directors of the American Heart Association and has
been a mentor in the Clarke County School System.
MICHAEL SIDNEY GAUTREAUX co-owns Athens Insurers, an insurance agency
selling a wide range of insurance products to large and small businesses and
individuals. He has been an owner of the company since 1974. Mr. Gautreaux
served as an advisory board member for Bank South's (now Bank of America's)
Athens branches for one year. He has a degree in industrial engineering from the
University of Rhode Island and an MBA from The University of Georgia. Mr.
Gautreaux is past chairman of the Independent Insurance Agents of America, where
he served on the E&O Professional Liability Committee, and is currently a
President's Club member of Selective Insurance Agents. Mr. Gautreaux is active
in the local community and serves as a member of the board of trustees of Athens
Academy. He is also on the board of trustees of the Athens YMCA and serves as
committee chairman of the membership committee of the Athens Chamber of
Commerce.
RONALD LEWIS HILL owns two automobile dealerships in Athens, University
Motors, Inc., a Ford and Mazda dealership, and University Automotive, Inc., a
Lincoln, Mercury and Jeep dealership. Mr. Hill has owned and operated these two
dealerships since 1994. Mr. Hill attended DeKalb Junior College and has been
involved in the automobile business in Atlanta and Athens for over 23 years. Mr.
Hill is a member of the Athens Rotary Club.
WILLIAM S. HUGGINS most recently served as president and chief
executive officer and a director of The Georgia National Bank, a position he had
held since 1993. From 1992 to 1993, he served as president and chief executive
officer of Embry National Bank in Atlanta. From 1969 to 1991, Mr. Huggins was
employed by Bank South Corporation, Atlanta, where he served as executive vice
president of its corporate banking group. A native of Athens, Mr. Huggins
graduated in 1969 from The University of Georgia with a business degree. He is
also a graduate of The Banking School of the South in Baton Rouge, Louisiana.
Mr. Huggins is on the board of directors of the Athens YMCA. He is also a member
of the Athens Rotary Club and serves as an advisory director of Presidential
Financial Corporation of Atlanta.
16
<PAGE>
HENRY D. JOINER is a real estate broker with Joiner and Associates, an
Athens real estate company he has owned since 1996. Prior to 1996, Mr. Joiner
owned ReMax Associates, an Athens real estate company, and Athena Management
Company, a real estate management company based in Athens. He is a graduate of
Gainesville Junior College and attended The University of Georgia.
THOMAS Z. LANIER, III most recently served as executive vice president
and a director of The Georgia National Bank, a position he had held since 1993.
Prior to joining The Georgia National Bank, he had served as vice president and
loan officer for C&S National Bank of Athens (now Bank of America). Mr. Lanier
graduated from The University of Georgia in 1974 with a marketing degree. He is
active in the Athens Little League program and has served as its president for
the last four years. He also serves as the treasurer of the Clarke Central
Booster Club.
TED RUFF RIDLEHUBER owns Cannon Financial Institute, a financial
services training and consulting company headquartered in Athens that serves
regional banking companies throughout the country. Mr. Ridlehuber has served as
chief executive officer of the company since 1993. Prior to that time, he was
senior vice president with the C&S National Bank of Athens (now Bank of America)
from 1964 to 1983. Mr. Ridlehuber was an organizer and a director of The Georgia
National Bank, where he served as chairman of its strategic planning committee.
Mr. Ridlehuber graduated from The University of Georgia in 1962 and earned his
law degree from The University of Georgia in 1963.
THOMAS WELLS SCOTT is a certified public accountant who has served a
variety of business and individual clients through his firm, Thomas W. Scott and
Associates, since 1989. Mr. Scott graduated from The University of Georgia with
an accounting degree in 1986. In addition to his accounting practice, Mr. Scott
is a partner in a number of commercial real estate projects.
TOMMY EDWARD WARNER has owned and served as president of several
Blockbuster Video franchises, since 1990. Mr. Warner also manages Warner
Properties, LLC, a real estate investment company owning residential properties.
Mr. Warner served as a director of The Georgia National Bank, where he was a
member of the asset/liability committee. Mr. Warner graduated from The
University of Georgia in 1968 with a business degree.
CLAUDE WILLIAMS, JR. has managed his family's controlling interest in
Allison Outdoor Advertising, Ltd., and co-owned Williamson Outdoor Advertising
since 1997. Mr. Williams was an organizer of The Georgia National Bank and
served as its chairman. He also has served as a director of First American Bank
of Athens and Citizens Bank of Gainesville. Mr. Williams has been in the media
business for much of his life, having owned interests in radio stations, outdoor
advertising companies, and newspapers. Mr. Williams is currently a trustee of
The University of Georgia Foundation and is past chairman of the North Georgia
College board of trustees. He is a past president of the Athens Chamber of
Commerce, past chairman of the Athens Regional Hospital Development Council and
is active in many other charitable organizations.
Committees of the Boards of Directors
We have established the following committees. Other committees may be
established as needed once we begin banking operations.
AUDIT, COMPLIANCE AND COMPENSATION COMMITTEE. The Audit, Compliance and
Compensation Committee will recommend to the Board of Directors of NBG Bancorp
the independent public accountants to be selected to audit NBG Bancorp's and The
National Bank of Georgia's annual financial statements and will approve any
special assignments given to the independent public accountants. The committee
also will review the planned scope of the annual audit, any changes in
accounting principles and the effectiveness and efficiency of the bank's
internal accounting staff. Additionally, the committee will provide oversight to
NBG Bancorp's and The National Bank of Georgia's compliance staff for adherence
with regulatory rules and regulations, including the Community Reinvestment Act.
The committee further will establish compensation levels for officers of NBG
Bancorp and The National Bank of Georgia, review management organization and
development, review significant employee benefit programs and establish and
administer executive compensation programs, including NBG Bancorp's Stock Option
Plan described below. The committee will be chaired by Thomas W. Scott, and also
will include Robert E. Burton, Michael S. Gautreaux and Ted R. Ridlehuber.
17
<PAGE>
LOAN COMMITTEE. The National Bank of Georgia's Loan Committee will
review any loan request made by a potential borrower over an established credit
threshold for compliance with the bank's lending policies and federal and state
rules and regulations governing extensions of credit. After making this review,
the committee will decide whether to extend credit to the potential borrower.
The committee will be chaired by Claude Williams, Jr., and also will include
John M. Barrett, William S. Huggins, Henry D. Joiner and Thomas Z. Lanier, III.
ASSET AND LIABILITY MANAGEMENT COMMITTEE. The Asset and Liability
Management Committee will provide guidance to NBG Bancorp and The National Bank
of Georgia in balancing the yields and maturities in the bank's loans and
investments to its deposits. The committee will be chaired by Tommy E. Warner,
and also will include Jack L. Barton, Michael R. Carson, Ronald L. Hill and
William S. Huggins.
ITEM 10. EXECUTIVE COMPENSATION
The following table shows information for 1999 with regard to
compensation for services rendered in all capacities to NBG Bancorp by its
President and Chief Executive Officer. No other executive officer earned more
than $100,000 in salary and bonus in 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
----------------------------------------------------------
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
------------------ ---- ---------- --------- ----------------
<S> <C> <C> <C> <C>
William S. Huggins, 1999 66,500 <F1> -0- -0-
President and Chief
Executive Officer
- ------------------
<FN>
<F1> Represents salary accrued since June 29, 1999. Mr. Huggins' salary will
continue to accrue at a rate of $11,083.33 per month until The National
Bank of Georgia receives final regulatory approvals to open. See "-
Employment Agreements."
</FN>
</TABLE>
Employment Agreements
- ---------------------
NBG Bancorp and The National Bank of Georgia have entered into
employment agreements with William S. Huggins, Thomas Z. Lanier, III and Michael
R. Carson regarding Mr. Huggins' employment as President and Chief Executive
Officer of the bank, Mr. Lanier's employment as Executive Vice President-Lending
of the bank and Mr. Carson's employment as Executive Vice President-Operations
of the bank. Under the terms of the agreements, Mr. Huggins will receive a base
salary of $133,000 per year, Mr. Lanier will receive a base salary of $99,000
per year and Mr. Carson will receive a base salary of $84,000 per year. These
salaries have been accruing since the date The National Bank of Georgia's
charter application was filed with the OCC (June 29, 1999) and will continue to
do so until the bank receives final regulatory approvals to open from the OCC
and the FDIC. As soon as practicable after The National Bank of Georgia receives
these final approvals, the bank will pay Messrs. Huggins, Lanier and Carson
their accrued compensation in a lump sum payment and, thereafter, in bi-weekly
installments. The agreements provide that at the end of each year, Messrs.
Huggins, Lanier and Carson will be entitled to receive a cash bonus, to be
awarded by NBG Bancorp's Board of Directors, based on the bank's performance.
Additionally, the agreements provide that NBG Bancorp will grant incentive stock
options to purchase a number of shares of NBG Bancorp common stock also based on
the bank's performance. If granted, the options will become exercisable in equal
annual increments of 20% beginning on the one-year anniversary of the date of
grant and will have an exercise price of $10.00 per share. The aggregate and
maximum number of shares that would be granted under the options in the event
all performance goals were achieved is 49,000 (Messrs. Huggins, Lanier and
Carson would each receive 20,884 shares, 15,263 shares and 12,853 shares,
respectively). NBG Bancorp will also provide an automobile to Mr. Huggins.
18
<PAGE>
The initial term of the employment agreements commenced on June 29,
1999 and will continue for a period of three years. At the end of the first year
of each agreement, and at the end of each year thereafter, each agreement will
be extended for a successive one-year period unless one of the parties to the
agreement notifies the other parties of his or its intent not to extend the
agreement. Employment under the employment agreements may be terminated:
o by NBG Bancorp for cause (as defined in the agreements);
o by the employee if NBG Bancorp breaches any material provision
of his agreement; or
o upon employee's death or disability.
If NBG Bancorp or The National Bank of Georgia terminates employment
without cause or the employee terminates employment with cause, NBG Bancorp or
the bank will be required to pay the compensation and provide the health and
dental insurance coverage due under the agreement for a period equal to the
greater of 12 months from the date of termination or the remaining term of the
agreement. If the employment of the employee is terminated for any reason, the
employee will be prohibited from competing with NBG Bancorp or The National Bank
of Georgia or soliciting its customers or employees within the geographic area
set forth in the agreement for two years after the date of termination. If the
employee provides notice of termination of employment within 90 days following a
change of control (as defined in each agreement) NBG Bancorp will pay the
employee's then-current compensation and benefits for 12 months after
termination.
Director Compensation
- ---------------------
The directors of NBG Bancorp and The National Bank of Georgia will not
be compensated separately for their services as directors until we become
cumulatively profitable. Thereafter, we will adopt compensatory policies for our
directors that conform to applicable law.
Stock Option Plan
- -----------------
GENERAL. NBG Bancorp has adopted a Stock Option Plan that provides NBG
Bancorp with the flexibility to grant the stock incentives described in this
section of this Report to key employees, officers, directors, consultants and
advisers of NBG Bancorp or The National Bank of Georgia for the purpose of
giving them a proprietary interest in, and to encourage them to remain in the
employ or service of, NBG Bancorp or the bank. NBG Bancorp's Board of Directors
has reserved 70,000 shares of NBG Bancorp common stock - an amount equal to
approximately 11.5% of the minimum and approximately 7.0% of the maximum amount
of shares of stock to be sold in the Offering - for issuance under the plan. The
number of shares reserved for issuance may change in the event of a stock split,
recapitalization or similar event as described in the plan.
ADMINISTRATION. It is expected that NBG Bancorp's Audit, Compliance and
Compensation Committee, which is comprised of at least two non-employee
directors appointed by NBG Bancorp's Board of Directors, will administer the
plan. NBG Bancorp's Board of Directors will consider the standards contained in
both Section 162(m) of the Internal Revenue Code of 1986, as currently in effect
and Rule 16(b)(3) under the Securities Exchange Act of 1934, as currently in
effect, when appointing members to the Compensation Committee. The Audit,
Compliance and Compensation Committee and NBG Bancorp's Board of Directors will
have the authority to grant awards under the plan, to determine the terms of
each award, to interpret the provisions of the plan and to make all other
determinations that they may deem necessary or advisable to administer the plan.
The plan permits the Audit, Compliance and Compensation Committee or
NBG Bancorp's Board of Directors, to grant stock options to eligible persons.
Options may be granted on an individual basis or to a group of eligible persons.
Accordingly, the Audit, Compliance and Compensation Committee or NBG Bancorp's
Board of Directors will determine, within the limits of the plan, the number of
shares of NBG Bancorp common stock subject to an option, to whom an option is
granted and the exercise price and forfeiture or termination provisions of each
option. A holder of a stock option generally may not transfer the option during
his or her lifetime.
19
<PAGE>
OPTION TERMS. The plan provides for incentive stock options and
non-qualified stock options. The Audit, Compliance and Compensation Committee or
NBG Bancorp's Board of Directors, will determine whether an option is an
incentive stock option or a non-qualified stock option when it grants the
option, and the option will be evidenced by an agreement describing the material
terms of the option.
The Audit, Compliance and Compensation Committee or NBG Bancorp's Board
of Directors will determine the exercise price of an option. The exercise price
of an incentive stock option may not be less than the fair market value of NBG
Bancorp common stock on the date of the grant, or less than 110% of the fair
market value if the participant owns more than 10% of NBG Bancorp's outstanding
common stock. When the incentive stock option is exercised, NBG Bancorp will be
entitled to place a legend on the certificates representing the shares of common
stock purchased upon exercise of the option to identify them as shares of common
stock purchased upon the exercise of an incentive stock option. The exercise
price of non-qualified stock options may be greater than, less than or equal to
the fair market value of the common stock on the date that the option is
awarded, based upon any reasonable measure of fair market value. The committee
may permit the exercise price to be paid in cash or by the delivery of
previously owned shares of common stock, and, if permitted in the applicable
option agreement, through a cashless exercise executed through a broker or by
having a number of shares of common stock otherwise issuable at the time of
exercise withheld.
The Audit, Compliance and Compensation Committee or NBG Bancorp's Board
of Directors, will also determine the term of an option. The term of an
incentive stock option or non-qualified stock option may not exceed ten years
from the date of grant, but any incentive stock option granted to a participant
who owns more than 10% of NBG Bancorp's outstanding common stock will not be
exercisable after the expiration of five years after the date the option is
granted. Subject to any further limitations in the applicable agreement, if a
participant's employment terminates, an incentive stock option will terminate
and become unexercisable no later than three months after the date of
termination of employment. If, however, termination of employment is due to
death or disability, one year will be substituted for the three-month period.
Incentive stock options are also subject to the further restriction that the
aggregate fair market value, determined as of the date of the grant, of NBG
Bancorp common stock as to which any incentive stock option first becomes
exercisable in any calendar year is limited to $100,000 per recipient. If
incentive stock options covering more than $100,000 worth of NBG Bancorp common
stock first become exercisable in any one calendar year, the excess will be
non-qualified options. For purposes of determining which options, if any, have
been granted in excess of the $100,000 limit, options will be considered to
become exercisable in the order granted.
TERMINATION OF OPTIONS. The terms of particular options may provide
that they terminate, among other reasons, upon the holder's termination of
employment or other status with NBG Bancorp or The National Bank of Georgia,
upon a specified date, upon the holder's death or disability, or upon the
occurrence of a change in control of NBG Bancorp. An agreement may provide that
if the holder dies or becomes disabled, the holder's estate or personal
representative may exercise the option. The Audit, Compliance and Compensation
Committee or NBG Bancorp's Board of Directors, may, within the terms of the plan
and the applicable agreement, cancel, accelerate, pay or continue an option that
would otherwise terminate for the reasons discussed above.
REORGANIZATIONS. The plan provides for an appropriate adjustment in the
number and kind of shares subject to unexercised options in the event of any
change in the outstanding shares of common stock by reason of a stock split,
stock dividend, combination or reclassification of shares, recapitalization,
merger or similar event. In the event of some types of corporate
reorganizations, the Audit, Compliance and Compensation Committee or NBG
Bancorp's Board of Directors, may, within the terms of the plan and the
applicable agreement, substitute, cancel, accelerate, cancel for cash or
otherwise adjust the terms of an option.
AMENDMENT AND TERMINATION OF THE PLAN. NBG Bancorp's Board of Directors
has the authority to amend or terminate the plan. NBG Bancorp's Board of
Directors is not required to obtain shareholder approval to terminate the plan
or, generally, to amend the plan, but may condition any amendment or termination
of the plan upon shareholder approval if it determines that shareholder approval
is necessary or appropriate under tax, securities, or other laws. However, any
action by NBG Bancorp's Board of Directors may not adversely affect the rights
of a holder of a stock option without the holder's consent.
20
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES. The following discussion outlines
generally the federal income tax consequences of participation in the plan.
Individual circumstances may vary and each participant should rely on his or her
own tax counsel for advice regarding federal income tax treatment under the
plan.
o INCENTIVE STOCK OPTIONS. A participant will not recognize
income upon the grant of an incentive stock option. A participant
who exercises an incentive stock option will not be taxed when he
or she exercises the option or a portion of the option. Instead,
the participant will be taxed when he or she sells the shares of
common stock purchased upon exercise of the incentive stock
option. The participant will be taxed on the difference between
the price he or she paid for the NBG Bancorp common stock and the
amount for which he or she sells the stock. If the participant
does not sell the shares of NBG Bancorp common stock prior to two
years from the date of grant of the incentive stock option and one
year from the date the stock is transferred to him or her, the
gain will be a capital gain and NBG Bancorp will not get a
corresponding deduction. If the participant sells the shares of
NBG Bancorp common stock at a gain before that time, the
difference between the amount the participant paid for the stock
and the lesser of its fair market value on the date of exercise or
the amount for which the stock is sold will be taxed as ordinary
income and NBG Bancorp will be entitled to a corresponding tax
deduction. If the participant sells the shares of NBG Bancorp
common stock for less than the amount he or she paid for the stock
prior to the one- or two-year period indicated, no amount will be
taxed as ordinary income and the loss will be taxed as a capital
loss. Exercise of an incentive stock option may subject a
participant to, or increase a participant's liability for, the
alternative minimum tax.
o NON-QUALIFIED OPTIONS. A participant will not recognize income
upon the grant of a non-qualified option or at any time before the
exercise of the option or a portion of the option. When the
participant exercises a non-qualified option or portion of the
option, he or she will recognize compensation taxable as ordinary
income in an amount equal to the excess of the fair market value
of NBG Bancorp common stock on the date the option is exercised
over the price paid for the stock, and NBG Bancorp will then be
entitled to a corresponding deduction.
Depending upon the time period for which shares of NBG Bancorp common
stock are held after exercising an option, the sale or other taxable disposition
of shares acquired by exercising a non-qualified option generally will result in
a short- or long-term capital gain or loss equal to the difference between the
amount realized on the disposition and the fair market value of such shares when
the non-qualified option was exercised.
Special rules apply to a participant who exercises a non-qualified
option by paying the exercise price, in whole or in part, by the transfer of
shares of NBG Bancorp common stock to NBG Bancorp and to a participant who is
subject to the reporting requirements of Section 16 of the Securities Exchange
Act of 1934, as currently in effect.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, for the directors and executive
officers of NBG Bancorp, (i) their names, addresses and ages at March 15, 2000,
(ii) their respective positions with us, (iii) the number of shares of common
stock they intend to purchase in the offering, (iv) the percentage of
outstanding shares such number will represent, and (v) the number of shares
subject to warrants and options that they will receive when we complete the
Offering. See "Item 5 - Market for Common Equity and Related Stockholder
Matters."
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares of Shares Shares
Number of Minimum/maxi-mum Subject to Subject to
Name and Address (Age) Positions to be Held Shares Offerings Warrants Options
- -------------------------------- ---------------------- ---------------- ------------------ --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Class I Directors:
(Initial Term Expiring in 2000)
John Harold Barrett (45) Director 50,000 8.2/6.3 50,000 -0-
325 Red Oak Trail
Athens, Georgia 30606
Jack Lee Barton (45) Director 25,000 4.1/3.1 25,000 -0-
1100 Shoals Pointe
Athens, Georgia 30606
Robert E. Burton (51) Director 50,000 8.2/6.3 50,000 -0-
105 Post Oak Trail
Athens, Georgia 30606
Michael R. Carson (39) Director, Executive 10,000 1.6/1.3 10,000 12,853 <F1>
210 Waterford Way Vice President
Athens, Georgia 30606
21
<PAGE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING
SHARES OF SHARES SHARES
NUMBER OF MINIMUM/MAXI-MUM SUBJECT TO SUBJECT TO
NAME AND ADDRESS (AGE) POSITIONS TO BE HELD SHARES OFFERINGS WARRANTS OPTIONS
- -------------------------------- ---------------------- ---------------- ------------------ --------------- --------------
<S> <C> <S> <C> <C> <C> <C> <C>
CLASS II DIRECTORS:
(INITIAL TERM EXPIRING IN 2001)
Michael S. Gautreaux (50) Director 15,000 2.5/1.9 15,000 -0-
1522 Highway 330
Bogart, Georgia 30622
Ronald Lewis Hill (47) Director 10,000 1.6/1.3 10,000 -0-
1516 Annapolis Way
Grayson, Georgia 30017
William S. Huggins (52) Director, President 25,000 4.1/3.1 25,000 20,884 <F1>
1051 Ridge Pointe and Chief Executive
Athens, Georgia 30606 Officer
Henry D. Joiner (48) Director 25,000 4.1/3.1 25,000 -0-
410 Millstone Circle
Athens, Georgia 30606
CLASS III DIRECTORS:
(INITIAL TERM EXPIRING 2002)
Thomas Z. Lanier, III (47) Director, Executive 22,500 3.7/2.8 22,500 15,263 <F1>
240 Oak Bend Drive Vice President
Athens, Georgia 30606
Ted R. Ridlehuber (60) Director 40,000 6.6/5.0 40,000 -0-
211 McWhorter Drive
Athens, Georgia 30606
Thomas W. Scott (36) Director 20,000 3.3/2.5 20,000 -0-
265 Lullwater Road
Athens, Georgia 30606
Tommy E. Warner (54) Director 50,000 8.2/6.3 50,000 -0-
180 Wedgefield lane
Athens, Georgia 30606
Claude Williams, Jr. (76) Director 30,000 4.9/3.8 30,000 -0-
570 Springdale Street
Athens, Georgia 30606 _______________ ______ ______ ______ ______
All Proposed Directors and 372,500 61/47 372,500 49,000
Executive Officers as a Group
(13 persons)
- ---------------
<FN>
<F1> Represents the maximum number of incentive stock options to be granted
if The National Bank of Georgia achieves performance goals. See
"Executive Compensation - Employment Agreements.
</FN>
</TABLE>
22
<PAGE>
ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
NBG Bancorp and The National Bank of Georgia may have banking and other
business transactions in the ordinary course of business with directors and
officers of NBG Bancorp and the bank, including members of their families or
corporations, partnerships or other organizations in which these directors and
officers have a controlling interest. If transactions between NBG Bancorp or The
National Bank of Georgia and any of their directors or officers occur, the
transaction:
o will be on substantially the same terms, including price or interest
rate and collateral, as those prevailing at the time for comparable
transactions with unrelated parties, and any banking transactions will not
be expected to involve more than the normal risk of collectibility or
present other unfavorable features to NBG Bancorp or the bank;
o will be on terms no less favorable than could be obtained from an
unrelated third party; and
o will be approved by a majority of the directors, including a majority
of the directors who do not have an interest in the transaction.
PART IV
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) EXHIBITS. Periodic reports, registration statements and other
information filed by NBG Bancorp with the SEC pursuant to the informational
requirements of the Securities Act of 1993, as amended and the Securities
Exchange Act of 1934, as amended may be inspected and copied at the SEC's Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, and the public
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site
(http://www.sec.gov) that makes available reports, proxy statements and other
information regarding NBG Bancorp.
EXHIBIT DESCRIPTION
- ------- -----------
3.1 Articles of Incorporation of NBG Bancorp (Incorporated herein
by reference to the exhibit of the same number of NBG
Bancorp's Registration Statement on Form SB-2 filed on
September 24, 1999 (Commission File No. 333-87763))
3.2 Bylaws of NBG Bancorp (Incorporated herein by reference to
the exhibit of the same number of NBG Bancorp's Registration
Statement on Form SB-2 filed on November 18, 1999 (Commission
File No. 333-87763))
4.2 See Exhibits 3.1 and 3.2 hereto for provisions of the Articles
of Incorporation and Bylaws of NBG Bancorp defining rights of
holders of the Common Stock.
4.3 Form a Organizer Warrant Agreement (Incorporated herein by
reference to the exhibit of the same number of NBG Bancorp's
Registration Statement on Form SB-2 filed on November 18, 1999
(Commission File No. 333-87763))
10.1 Letter Agreement for purchase of main office property dated
June 1, 1999 (Incorporated herein by reference to the exhibit
of the same number of NBG Bancorp's Registration Statement on
Form SB-2 filed on November 18, 1999 (Commission File No.
333-87763))
10.2* Employment Agreement, dated November 15, 1999, by and among
The National Bank of Georgia (Proposed), NBG Bancorp, Inc. and
William S. Huggins (Incorporated herein by reference to the
exhibit of the same number of NBG Bancorp's Registration
Statement on Form SB-2 filed on November 18, 1999 (Commission
File No. 333-87763))
23
<PAGE>
EXHIBIT DESCRIPTION
- ------- -----------
10.4* Employment Agreement, dated November 15, 1999, by and among
The National Bank of Georgia (Proposed), NBG Bancorp, Inc. and
Thomas Z. Lanier, III (Incorporated herein by reference to the
exhibit of the same number of NBG Bancorp's Registration
Statement on Form SB-2 filed on November 18, 1999 (Commission
File No. 333-87763))
10.5* Employment Agreement, dated November 15, 1999, by and among
The National Bank of Georgia (Proposed), NBG Bancorp, Inc. and
Michael R. Carson (Incorporated herein by reference to the
exhibit of the same number of NBG Bancorp's Registration
Statement on Form SB-2 filed on November 18, 1999 (Commission
File No. 333-87763))
10.6 Loan Agreement between NBG Bancorp, Inc., as Borrower, and
Georgia First Bank, N.A. as Lender, and Organizers as
Guarantors. (Incorporated herein by reference to the exhibit
of the same number of NBG Bancorp's Registration Statement on
Form SB-2 filed on December 1, 1999 (Commission File No.
333-87763))
10.7 NBG Bancorp, Inc. Stock Option Plan (Incorporated herein by
reference to the exhibit of the same number of NBG Bancorp's
Registration Statement on Form SB-2 filed on November 18, 1999
(Commission File No. 333-87763))
10.8 Form of NBG Bancorp, Inc. Incentive Stock Option (Incorporated
herein by reference to the exhibit of the same number of NBG
Bancorp's Registration Statement on Form SB-2 filed on
November 18, 1999 (Commission File No. 333-87763))
10.9 Form of NBG Bancorp, Inc. Non-Qualified Stock Option
(Incorporated herein by reference to the exhibit of the same
number of NBG Bancorp's Registration Statement on Form SB-2
filed on November 18, 19999 (Commission File No. 333-87763))
10.10 Escrow Agreement, dated as of November 10, 1999, by and
between NBG Bancorp, Inc. and Georgia First Bank, N.A.
(Incorporated herein by reference to the exhibit of the same
number of NBG Bancorp's Registration Statement on Form SB-2
filed on November 18, 1999 (Commission File No. 333-87763))
10.11 Form of Organizer Warrant Agreement (contained in Exhibit 4.3)
(Incorporated herein by reference to the exhibit of the same
number of NBG Bancorp's Registration Statement on Form SB-2
filed on December 1, 1999 (Commission File No. 333-87763))
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were required to
be filed by NBG Bancorp during the fourth quarter of 1998.
* Compensation Plan or Arrangement required to be listed as an exhibit to Form
10-KSB.
<PAGE>
<TABLE>
<CAPTION>
NBG BANCORP, INC.
(A Development Stage Company)
FINANCIAL REPORT
DECEMBER 31, 1999
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
<S> <C>
INDEPENDENT AUDITOR'S REPORT.............................................................................F-1
FINANCIAL STATEMENTS
Balance sheet, December 31, 1999....................................................................F-2
Statement of loss, period from June 1, 1999, date of inception,
to December 31, 1999...........................................................................F-3
Statement of cash flows, period from June 1, 1999, date of inception,
to December 31, 1999...........................................................................F-4
Notes to financial statements...................................................................F-5 - F-7
</TABLE>
<PAGE>
INDEPENDENT AUDITOR'S REPORT
- --------------------------------------------------------------------------------
To the Board of Directors
NBG Bancorp, Inc.
Athens, Georgia
We have audited the accompanying balance sheet of NBG BANCORP,
INC., a development stage company, as of December 31, 1999, and the related
statements of loss and cash flows for the period June 1, 1999, date of
inception, to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of NBG Bancorp, Inc., a
development stage company, as of December 31, 1999, and the results of its
operations and its cash flows for the period from June 1, 1999, date of
inception, to December 31, 1999, in conformity with generally accepted
accounting principles.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
March 9, 2000
F-1
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ASSETS
<S> <C>
Cash $ 3,894
Restricted cash 680,405
Equipment (net of accumulated depreciation of $992) 11,225
Deferred stock offering costs 4,483
---------
Total assets $ 700,007
=========
LIABILITIES AND STOCKHOLDER'S DEFICIT
LIABILITIES
Subscribers' deposits $ 680,405
Line of credit 48,968
Accrued expenses 188,661
---------
Total liabilities 918,034
---------
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 (218,028)
---------
Total stockholder's deficit (218,027)
---------
Total liabilities and stockholder's deficit $ 700,007
=========
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
STATEMENT OF LOSS
FOR THE PERIOD JUNE 1, 1999, DATE OF INCEPTION,
TO DECEMBER 31,1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Expenses
Personnel expenses 173,749
Interest 1,297
Equipment and occupancy expenses 22,864
Filing and application fees 8,730
Other expenses 11,388
-------
Net loss and deficit accumulated during the development stage $218,028
=======
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD JUNE 1, 1999, DATE OF INCEPTION,
TO DECEMBER 31,1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
OPERATING ACTIVITIES
Net loss $(218,028)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 992
Increase in deferred stock offering costs (4,483)
Increase in accrued expenses 188,661
---------
Net cash used in operating activities (32,858)
---------
INVESTING ACTIVITIES
Purchase of equipment (12,217)
---------
Net cash used in investing activities (12,217)
---------
FINANCING ACTIVITIES
Proceeds from line of credit 48,968
Proceeds from issuance of common stock 1
---------
Net cash provided by financing activities 48,969
---------
Net increase in cash 3,894
Cash at beginning of period 0
---------
Cash at end of period $ 3,894
=========
SUPPLEMENTAL DISCLOSURES
Cash paid for:
Interest $ 968
NONCASH INVESTING AND FINANCING ACTIVITIES
Increase in restricted cash related to subscriptions for common
stock and corresponding deposits to the escrow account $ 680,405
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Organization
------------
NBG Bancorp, Inc. (the "Company") was incorporated on September 23,
1999, to operate as a bank holding company pursuant to the Federal
Bank Holding Company Act of 1956, as amended, and the Georgia Bank
Holding Company Act. The Company intends to acquire 100% of the
issued and outstanding capital stock of The National Bank of Georgia
(In Organization) (the "Bank"), a corporation organized under the
laws of the State of Georgia to conduct a general banking business
in Athens, Georgia. The organizers filed applications for approval
of the organization of the Bank with the Office of the Comptroller
of the Currency ("OCC") and also with the Federal Deposit Insurance
Corporation ("FDIC") for insurance of the Bank's deposits. On
October 26, 1999, approval was granted for the Bank's charter by the
OCC. In addition, the Company has filed an application with the
Federal Reserve Bank of Atlanta (the `FRB") and the Georgia
Department of Banking and Finance ("DBF") to become a bank holding
company. Upon obtaining approval, the Company will be a registered
bank holding company subject to regulation by the FRB and DBF.
Activities since inception have consisted primarily of the Company's
organizers engaging in organizational and preopening activities
necessary to obtain regulatory approvals and to prepare to commence
business as a financial institution. The organizers have also been
involved in limited mortgage loan origination activities.
Significant Accounting Policies
Basis of Presentation
---------------------
The financial statements have been prepared on the accrual
basis in accordance with generally accepted accounting
principles.
Organization and Stock Offering Costs
-------------------------------------
Organization costs have been expensed as incurred in accordance
with generally accepted accounting principles. Stock offering
costs will be charged to capital surplus upon completion of the
stock offering. Additional costs are expected to be incurred
for organization costs and stock offering costs.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Significant Accounting Policies (Continued)
Income Taxes
------------
The Company will be subject to Federal and state income taxes
when taxable income is generated. No income tax benefits have
been accrued because of operating losses incurred during the
preopening period.
Fiscal Year
-----------
The Company will adopt a calendar year for both financial
reporting and tax reporting purposes.
NOTE 2. RESTRICTED CASH
At December 31, 1999, subscribers' deposits of $680,405 were held in
escrow. The escrow agreement prohibits the release of funds until the
Company has received approval for its application for a charter from
the regulatory authorities. All subscriptions, including accrued
interest, are to be returned in full if these conditions are not met.
NOTE 3. LINE OF CREDIT
To facilitate the formation of the Company and the Bank, the organizers
have established a $250,150 line of credit with an independent bank for
the purpose of paying organization and preopening expenses for the
Company and the Bank and the expenses of the Company's common stock
offering. The line of credit bears interest at the lender's prime rate
less 1% and matures on May 23, 2000. Interest is payable at maturity.
The interest rate at December 31, 1999 was 7.50%. The organizers have
personally guaranteed repayment of the line of credit. All funds
advanced on behalf of the Company and the Bank will be repaid from the
proceeds of the stock offering. The Company's ability to repay these
advances and relieve the organizers from their personal guarantees
depends upon the completion of the offering.
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 4. COMMITMENTS
On June 1, 1999, the organizers entered into a lease agreement for the
proposed site of the Bank. The monthly lease is equal to $3,000
adjusted for a percentage of the mortgage origination fees retained by
the lessor. As of December 31, 1999, total rental expense incurred was
$14,929. The organizers intend to purchase the facility upon release of
the stock offering funds from escrow as the permanent banking location.
Pursuant to employment contracts between the organizers and the
proposed executive officers of the Company, consulting fees will be
paid to the executive officers contingent upon the completion of
certain events during the development stage. These events include
receiving final approval from the OCC, FDIC, and the FRB. The
consulting fees began accruing on June 29, 1999 at a rate equal to the
base salaries of the executive officers as outlined in the employment
contracts. These fees are not payable unless final regulatory approval
is obtained. However, because obtaining final regulatory approval is a
probable event, the fees, which totaled $158,000 at December 31, 1999,
have been accrued with personnel expenses in the financial statements
of the Company.
F-7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CNB HOLDINGS, INC.
Dated: March 29, 2000 By: /s/ William S. Huggins
William S. Huggins
President and Chief Executive Officer
(Principal Executive Officer)
Dated: March 29, 2000 By: /s/ Michael R. Carson
Michael R. Carson
Chief Financial Officer
(Principal Accounting Officer)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Registrant, in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <S> <C>
Director March _____, 2000
- ---------------------------------
John Harold Barrett
Director March _____, 2000
- ---------------------------------
Jack Lee Barton
Director March _____, 2000
- ---------------------------------
Robert E. Burton
/s/ Michael R. Carson Executive Vice President and Director March 29, 2000
- ---------------------------------
Michael R. Carson (principal financial and accounting
officer)
/s/ Michael Sidney Gautreaux Director March 29, 2000
- ---------------------------------
Michael Sidney Gautreaux
Director March _____, 2000
- ---------------------------------
Ronald Lewis Hill
/s/ William S. Huggins President and Chief Operating March 29, 2000
- ---------------------------------
William S. Huggins Officer and Director
(principal executive officer)
/s/ Henry D. Joiner Director March 29, 2000
- ---------------------------------
Henry D. Joiner
/s/ Thomas Z. Lanier, III Executive Vice President and Director March 29, 2000
- ---------------------------------
Thomas Z. Lanier, III
Director March _____, 2000
- ---------------------------------
Ted Ruff Ridlehuber
Director March _____, 2000
- ---------------------------------
Thomas Wells Scott
/s/ Tommy Edward Warer Director March 29, 2000
- ---------------------------------
Tommy Edward Warner
/s/ Claude Williams, Jr. Director March 29, 2000
- ---------------------------------
Claude Williams, Jr.
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0001095588
<NAME> NBG BANCORP,INC.
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 684,299
<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> 700,007
<DEPOSITS> 0
<SHORT-TERM> 48,968
<LIABILITIES-OTHER> 869,066
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> (218,028)
<TOTAL-LIABILITIES-AND-EQUITY> 700,007
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 1,297
<INTEREST-INCOME-NET> (1,297)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 216,731
<INCOME-PRETAX> (218,028)
<INCOME-PRE-EXTRAORDINARY> (218,028)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (218,028)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
