UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
-------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-87763
NBG Bancorp, Inc.
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(Exact name of small business issuer as specified in its charter)
Georgia 58-2499542
- ------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2234 West Broad Street, Athens, Georgia 30604
---------------------------------------------
(Address of principal executive offices)
(706) 355-3122
--------------------------
(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes /X/ No / /
State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 8, 2000: 697,860; $1 par value.
Transitional Small Business Disclosure Format Yes No X
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In order to present the Company's results for the quarterly period ended March
31, 2000, in a clear and understandable manner, this Report has been amended and
restated in its entirety.
<PAGE>
NBG BANCORP, INC.
INDEX
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<TABLE>
<CAPTION>
Page
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Part I. Financial Information
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<S> <C>
Item 1. Condensed Financial Statements (unaudited).................................................3 - 7
Item 2. Management's Discussion and Analysis or Plan of Operation .................................8 - 9
Part II Other Information
-----------------
Item 2. Changes in Securities and use of Proceeds.....................................................10
Item 6. Exhibits and Reports on Form 8-K..............................................................11
Signatures ........................................................................................12
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
NBG BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2000
(Unaudited)
- ------------------------------------------------------------------------
ASSETS
Cash $ 1,592
Restricted cash 6,633,600
Equipment (net of accumulated depreciation of $1,809) 111,985
Deferred stock offering costs 49,063
Other assets 2,998
-----------
TOTAL ASSETS $ 6,799,238
===========
LIABILITIES AND STOCKHOLDER'S DEFICIT
LIABILITIES
Subscribers' deposits $ 6,633,600
Line of credit 203,968
Accrued expenses 321,375
-----------
TOTAL LIABILITIES 7,158,943
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STOCKHOLDER'S DEFICIT
Preferred stock, $1 par value; 1,000,000 shares
authorized; no shares issued and outstanding 0
Common stock, $1 par value; 10,000,000 shares
authorized; 1 share issued and outstanding 1
Deficit accumulated during the development stage (359,706)
-----------
TOTAL STOCKHOLDER'S DEFICIT (359,705)
-----------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 6,799,238
===========
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
STATEMENTS OF LOSS
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM JUNE 1, 1999, DATE OF INCEPTION,
TO MARCH 31, 2000
(Unaudited)
- ----------------------------------------------------------------------------
Three Months Period From
Ended June 1, 1999,
March 31, Date of Inception,
2000 to March 31, 2000
------------ ------------------
EXPENSES
Personnel expenses $ 88,793 $ 262,542
Interest 2,241 3,538
Equipment and occupancy expenses 14,159 37,023
Filing and application fees 5,112 13,842
Other expenses 31,373 42,761
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NET LOSS $ 141,678 $ 359,706
========= =========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND
PERIOD FROM JUNE 1, 1999, DATE OF INCEPTION,
TO MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Three Months Period From
Ended June 1, 1999,
March 31, Date of Inception,
2000 to March 31, 2000
------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(141,678) $(359,706)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 817 1,809
Increase in deferred stock offering costs (44,580) (49,063)
Increase in accrued expenses 132,714 321,375
Other operating activities (2,998) (2,998)
--------- ---------
Net cash used in operating activities (55,725) (88,583)
--------- ---------
INVESTING ACTIVITIES
Purchase of premises and equipment (101,577) (113,794)
--------- ---------
Net cash used in investing activities (101,577) (113,794)
--------- ---------
FINANCING ACTIVITIES
Proceeds from line of credit 155,000 203,968
Proceeds from issuance of common stock 0 1
--------- ---------
Net cash provided by financing activities 155,000 203,969
--------- ---------
Net increase (decrease) in cash (2,302) 1,592
Cash at beginning of period 3,894 0
--------- ---------
Cash at end of period $ 1,592 $ 1,592
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
NBG BANCORP, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
NBG Bancorp, Inc. (the "Company") was incorporated as a Georgia
corporation on September 23, 1999 to serve as a bank holding company
for The National Bank of Georgia (the "Bank"), a national bank the
Company is organizing in Athens, Georgia. The Company filed a
Registration Statement on Form SB-2 with the Securities and Exchange
Commission to register an offering for sale of a minimum of 610,000 and
a maximum of 800,000 shares of the Company's $1.00 par value per share
common stock at $10.00 per share. As of March 31, 2000, the offering
was scheduled to end on June 3, 2000, but the Company may extend it
until November 3, 2000 at the latest. See "Part II, Item 2 - Changes in
Securities and Use of Proceeds."
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.
The results of operations for the three month period ended March 31,
2000 are not necessarily indicative of the results to be expected for
the full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal years beginning after June 15, 2000. However, the
statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Company expects to adopt this statement
effective January 1, 2001. SFAS No. 133 requires the Company to
recognize all derivatives as either assets or liabilities in the
balance sheet at fair value. For derivatives that are not designated as
hedges, the gain or loss must be recognized in earnings in the period
of change. For derivatives that are designated as hedges, changes in
the fair value of the hedged assets, liabilities, or firm commitments
must be recognized in earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings, depending on
the nature of the hedge. The ineffective portion of a derivative's
change in fair value must be recognized in earnings immediately.
Management has not yet determined what effect the adoption of SFAS No.
133 will have on the Company's earnings or financial position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
6
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. SUBSEQUENT EVENT
With the prior approval of the Board of Governors of the Federal
Reserve and the Georgia Department of Banking and Finance, on May 3,
2000, the Company used $6,878,600 of the net proceeds of the offering
to capitalize the Bank. In return, the Bank issued 687,860 shares of
common stock to the Company, and the Company became the Bank's sole
shareholder. Accordingly, NBG Bancorp is now a bank holding company
within the meaning of the Bank Holding Company Act of 1956, as
currently in effect (the "Bank Holding Company Act"), and the Georgia
Bank Holding Company Act.
After receiving its charter from the Office of the Comptroller of the
Currency, the Bank commenced operations on May 8, 2000.
As of May 8, 2000, the Company had raised $6,978,600 by selling 697,860
shares in its offering.
7
<PAGE>
NBG BANCORP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Statements
- --------------------------
Some of the statements in this report are "forward-looking statements."
Forward-looking statements include statements about the competitiveness of the
banking industry, potential regulatory obligations, potential economic growth in
our primary service area, our strategies and other statements that are not
historical facts. When we use in this report words like "anticipate," "believe,"
"expect," "estimate," and similar expressions, you should consider them as
identifying forward-looking statements. Because forward-looking statements
involve risks and uncertainties, there are important factors that could cause
actual results to differ significantly from those expressed or implied by the
forward-looking statements.
Liquidity
- ---------
Liquidity represents the ability to provide steady sources of funds for loan
commitments and investment activities, as well as to maintain sufficient funds
to cover deposit withdrawals and payment of debt and operating obligations. As a
national bank, the Company's proposed subsidiary is expected to be able to
obtain these funds by converting assets to cash or by attracting new deposits.
The bank's ability to maintain and increase deposits will serve as its primary
source of liquidity.
Management knows of no trends, demands, commitments, events or uncertainties
that should result in, or are reasonably likely to result in, the Company's, or
its proposed subsidiary's, liquidity increasing or decreasing in any material
way in the foreseeable future, other than as a result of the Company's current
offering.
Capital Adequacy
- ----------------
We believe that the net proceeds of the offering will satisfy our cash
requirements for at least the next 12 months following the opening of The
National Bank of Georgia, the Company's proposed subsidiary. Accordingly,
management does not anticipate that it will be necessary to raise additional
funds to operate the Company or The National Bank of Georgia for at least the
next 12 months. All anticipated material expenditures for such period have been
identified and provided for out of the proceeds of the offering.
The following is management's plan of operation which describes significant
factors that affected the Company's financial position and operating results
during the periods included in the preceding condensed financial statements.
Plan of Operation
- -----------------
As of March 31, 2000, the Company was in the development stage and will remain
in that stage until at least 610,000 shares, at $10.00 per share, have been sold
in the offering. See "Part II, Item 2 - Changes in Securities and Use of
Proceeds." The Company was organized in September 1999 to serve as a holding
company for The National Bank of Georgia. Since it was organized, the Company's
main activities have been centered on seeking, interviewing and selecting its
directors, applying for a national bank charter, applying for FDIC deposit
insurance, applying to become a bank holding company and raising equity capital
through the offering.
The Company's operations from June 1, 1999 through March 31, 2000 have been
funded through a line of credit from Georgia First Bank, N.A. The total amount
available on the line of credit is $250,000, of which $203,968 was outstanding
at March 31, 2000. The loan has been guaranteed by the Company's organizers,
bears interest at the highest prime rate minus one as published in the Money
Rates section of The Wall Street Journal, and is due on May 23, 2000.
The Company intends to capitalize The National Bank of Georgia at $6,878,600.
Any remaining funds from the offering are expected to either be held by the
Company and reserved for general corporate purposes at the holding company level
or injected into the capital accounts of The National Bank of Georgia.
In addition, a portion of the net proceeds of the offering beyond the minimum
will be retained by the Company for the purpose of funding any required
additions to the capital of The National Bank of Georgia. Since national banks
are regulated with respect to the ratio that their total assets may bear to
their total capital, if The National Bank of Georgia experiences greater growth
than anticipated, it may require the infusion of additional capital to support
that growth. Management anticipates, however, that the proceeds of the offering
will be sufficient to support The National Bank of Georgia's immediate capital
needs and will seek, if necessary, additional long and short-term financing to
support any additional needs; however, management can give no assurance that
such financing, if needed, will be available or if available will be on terms
acceptable to the Company.
Total pre-opening expenses, as of March 31, 2000, amounted to $359,706.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Use of Proceeds From Sales of Registered Securities
---------------------------------------------------
On December 6, 1999, the Company commenced an initial public offering of a
minimum of 610,000 shares and a maximum of 800,000 shares of its common stock at
an offering price of $10.00 per share. The shares in the offering are registered
under the Securities Act of 1933, as amended, pursuant to an effective
Registration Statement on Form SB-2 (the "Registration Statement," registration
number 333-87763). The Registration Statement was declared effective by the
Securities and Exchange Commission (the "SEC") on December 6, 1999.
As of May 2, 2000, the shares will continue to be offered on a best-efforts,
1,000 share minimum basis by the executive officers of the Company, who are
receiving no commissions for sales they make. In addition, the Company may
engage sales agents to sell shares on a best efforts basis. The Company
anticipates that if sales agents are retained, such persons would be paid sales
commissions not exceeding 10% of the aggregate dollar amount of the common stock
sold by the sales agents as well as marketing related expenses. Prior to May 2,
2000, all subscription funds tendered were being deposited in an
interest-bearing escrow account with Georgia First Bank, N.A., Gainesville,
Georgia (the "Escrow Agent") pending completion of certain conditions of the
offering.
As of May 2, 2000, the minimum number of shares to be sold in the offering had
been attained. Accordingly, on May 2, 2000, the Escrow Agent released the
subscription funds to the Company. After May 2, 2000, all subscription funds
tendered will be deposited directly with the Company and will be immediately
available for use by the Company. As of March 31, 2000, the offering was
scheduled to end on June 3, 2000, but the Company may extend it until November
30, 2000 at the latest. As set forth in the table below, from the effective date
of the Registration Statement to May 2, 2000, the Company had deferred costs in
connection with the offering of $79,762. All of the amounts shown in the table
are actual amounts. None of the amounts shown were paid directly or indirectly
to any director, officer, general partner of the Company or their associates,
persons owning 10% or more of any class of equity securities of the Company, or
an affiliate of the Company.
Securities and Exchange Commission Registration fee $ 2,224
Blue Sky Fees and Expenses 1,600
Legal Fees and Expenses 40,000
Accounting Fees and Expenses 3,000
Printing and Engraving Expenses 26,244
Postage and Other Mailing Costs 3,009
Miscellaneous 3,685
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Total $79,762
=======
After deducting the offering expenses described above, net proceeds to the
Company from the minimum number of shares sold in the offering are expected to
be approximately $6.05 million. The Company will use such proceeds to capitalize
The National Bank of Georgia, to pay organization, the offering and pre-opening
expenses, to improve The National Bank of Georgia's main office and to provide
working capital for The National Bank of Georgia, including making loans and
other investments. None of the net proceeds of the offering will be paid
directly or indirectly to any director, officer, general partner of the Company
or their associates, persons owning 10% or more of any class of equity
securities of the Company, or an affiliate of the Company.
10
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Restated Finandial Data Schedule,
(for SEC use only).
(b) Reports on Form 8-K.
None.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NBG BANCORP, INC.
(Registrant)
Date: 5/26/00 /s/ William S. Huggins
----------------------------------
William S. Huggins
President and Chief Executive Officer
(Principal Executive Officer)
Date: 5/26/00 /s/ Michael R. Carson
-----------------------------------
Michael R. Carson
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED>
<CIK> 0001095588
<NAME> NBG BANCORP, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,635,192
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 6,799,238
<DEPOSITS> 0
<SHORT-TERM> 203,968
<LIABILITIES-OTHER> 6,954,975
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> (359,706)
<TOTAL-LIABILITIES-AND-EQUITY> 6,799,238
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 2,241
<INTEREST-INCOME-NET> (2,241)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 139,437
<INCOME-PRETAX> (141,678)
<INCOME-PRE-EXTRAORDINARY> (141,675)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (141,678)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<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>
