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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER
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INTEGRITY BANCSHARES, INC.
GEORGIA 58-2508612
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
11130 STATE BRIDE ROAD, SUITE D-203, ALPHARETTA, GEORGIA 30022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(770) 777-0324
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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 [ ]
There were 1,092,500 shares of Common Stock outstanding as of November 1, 2000.
Transitional Small Business Disclosure Format (check one): Yes [ ]; No [X]
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INTEGRITY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
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ITEM PAGE
NUMBER NUMBER
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PART I - FINANCIAL INFORMATION
1. Financial Statements.............................................. 1
2. Management's Discussion and Analysis.............................. 5
PART II - OTHER INFORMATION
1. Legal Proceedings................................................. 5
2. Changes in Securities and Use of Proceeds......................... 5
3. Defaults Upon Senior Securities................................... 6
4. Submission of Matters to a Vote of Security Holders............... 6
5. Other Information................................................. 6
6. Exhibits and Reports on Form 8-K.................................. 6
Signatures........................................................ 7
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
An audited balance sheet, audited statements of income, cash flows and changes
in stockholders' equity dated January 12, 2000 can be found in the Registrant's
prospectus, dated April 28, 2000, which has been made available to its
stockholders and is incorporated by reference herein. A copy of such prospectus
is filed as an exhibit to Part 1 of the report on this form. Below please find
unaudited interim financial statements dated September 30, 2000 which include a
balance sheet, income statements, and statements of cash flow. The interim
financial statements include all adjustments which in the opinion of management
are necessary in order to make the financial statements not misleading.
INTEGRITY BANCSHARES, INC.
(A Development Stage Company)
Balance Sheet
September 30, 2000
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ASSETS
Cash $ 9,025,178
Land 850,000
Buildings 166,082
Equipment (net of accumulated depreciation of $23,326) 127,541
Other assets 32,750
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TOTAL ASSETS $ 10,201,551
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LIABILITIES AND STOCKHOLDER EQUITY
LIABILITIES
Accrued expenses $ 13,909
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TOTAL LIABILITIES 13,909
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STOCKHOLDER EQUITY
Common stock, no par value 10,000,000 shares authorized 10,858,800
1,092,500 shares issued and outstanding
Deficit accumulated during the development stage
Previous year (282,849)
Current year (388,309)
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TOTAL STOCKHOLDER EQUITY 10,187,642
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TOTAL LIABILITIES AND STOCKHOLDER EQUITY $ 10,201,551
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INTEGRITY BANCSHARES, INC.
(A Development Stage Company)
Statement of Loss
Three month period ended September 30, 2000
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INCOME
Interest on escrow funds $ 109,507.00
Interest on federal funds sold 24,161.00
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TOTAL INCOME $ 133,668.00
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EXPENSES
Interest expense $ (10,477.00)
Personnel expense (112,766.00)
Equipment and occupancy expense (16,585.00)
Legal and consulting (8,088.00)
Other expense (8,527.00)
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TOTAL EXPENSE $(156,443.00)
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Net loss for the period $ (22,775.00)
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INTEGRITY BANCSHARES, INC
(A Development Stage Company)
Statement of Loss
Nine month period ended September 30, 2000
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INCOME
Interest on escrow funds $ 174,143
Interest on federal funds sold 24,161
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TOTAL INCOME 198,304
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EXPENSES
Interest expense $ (24,684)
Personnel expense (297,803)
Equipment and occupancy expense (43,452)
Legal and consulting (114,426)
Other expense (106,248)
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TOTAL EXPENSE $ (586,613)
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Net loss for the period $ (388,309)
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INTEGRITY BANCSHARES, INC.
(A Development Stage Company)
Statement of Loss
Since Date of Inception, June 11, 1999 to September 30, 2000
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INCOME
Interest on escrow funds $ 174,143
Interest on federal funds sold 24,161
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TOTAL INCOME 198,304
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EXPENSES
Interest expense $ (33,120)
Personnel expense (364,724)
Equipment and occupancy expense (48,371)
Legal and consulting (250,750)
Other expense (172,497)
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TOTAL EXPENSE $(869,462)
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Net loss for the period $(671,158)
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INTEGRITY BANCSHARES, INC
(A Development Stage Company)
Statement of Cash Flows
Nine month period ended September 30, 2000
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OPERATING ACTIVITIES
Net Loss $(388,309)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 21,957
Increase in other assets (32,750)
Increase in accrued expenses 7,069
Net cash used in operating activities (392,033)
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INVESTING ACTIVITIES
Purchase of premises and equipment (1,093,290)
Net cash used in investing activities (1,093,290)
FINANCING ACTIVITIES
Redemption of shares (50)
Proceeds from sale of common stock, net
of stock issue costs 10,858,800
Repayment of debt (356,875)
Net cash provided by in financing activities 10,501,875
Net increase in cash 9,016,552
Cash at beginning of period 8,626
Cash at end of period $ 9,025,178
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INTEGRITY BANCSHARES, INC.
(A Development Stage Company)
Statement of Cash Flows
Since Date of Inception, June 11, 1999 to September 30, 2000
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OPERATING ACTIVITIES
Net Loss $(671,158)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 23,326
Increase in other assets (32,750)
Increase in accrued expenses 13,909
Net cash used in operating activities (666,673)
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INVESTING ACTIVITIES
Purchase of premises and equipment (1,166,949)
Net cash used in investing activities (1,166,949)
FINANCING ACTIVITIES
Proceeds from sale of common stock, net
of stock issue costs 10,858,800
Net cash provided by in financing activities 10,858,800
Net increase in cash 9,025,178
Cash at beginning of period 0
Cash at end of period $ 9,025,178
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Since March 7, 2000, which is the date on which the Registrant's Form SB-2
Registration Statement was declared effective with the Securities and Exchange
Commission ("SEC"), the Registrant's sole activities have been selling
securities pursuant to such Registration Statement and engaging in other
organizational matters. The offering to sell the registered securities was
closed effective August 31, 2000. The registrant sold 1,092,500 shares at a
sales price of $10.00 per share totaling $10,925,000 to 257 shareholders. The
company was formally organized on September 7, 2000. Since that time the
company's activities include: making formal applications to become a bank
holding company with the Federal Reserve Bank of Atlanta and the Georgia
Department of Banking and Finance, interviewing potential staff for the company
and subsidiary, establishing necessary vendor relationships, processing systems,
and policies for the operations of a commercial bank. The Registrant opened for
business on November 1, 2000 There have been no material changes to the
Registrant's plan of operations found in the Registrant's prospectus, dated
April 28, 2000, which has been made available to its stockholders and is
incorporated by reference herein.
PART 11 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material legal proceedings to which the Registrant is a
party or to which any of its properties are subject.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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The instruments defining the rights of the holders of the Registrant's
common stock (its only class of securities) have not been modified in any way.
During the third quarter of 2000 the Registrant issued 1,092,500 shares of
common stock and redeemed the 5 shares of common stock which was previously
issued to Steven M. Skow upon organization.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There has not been any material default in the payment of principal,
interest, a sinking or purchase fund installment, or any other material default
which has not been cured within 30 days with respect to any indebtedness of the
Registrant exceeding five percent (5%) of the total assets of the Registrant.
Because the Registrant only has one class of securities, its common stock, it
has no material arrearage in the payment of preferential equity returns.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the period
covered by this report.
ITEM 5. OTHER INFORMATION
There have been no material unscheduled events which require reporting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits listed below are filed as part of or are incorporated by
reference in this report. Where such filing is made by incorporation by
reference to a previously filed registration statement or report, such
registration statement or report is identified:
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Exhibit No. Description
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3.1 Articles of Incorporation (incorporated by reference to
the Registrant's Form SB-2 Registration Statement
declared effective by the SEC on March 7, 2000)
3.2 Bylaws (incorporated by reference to the Registrant's
Form SB-2 Registration Statement declared effective by
the SEC on March 7, 2000)
4 Instruments defining the rights of holders, including
indentures (incorporated by reference to the
Registrant's Form SB-2 Registration Statement declared
effective by the SEC on March 7, 2000)
10 Material Contracts (incorporated by reference to the
Registrant's Form SB-2 Registration Statement declared
effective by the SEC on March 7, 2000)
19 Prospectus dated April 28, 2000 (incorporated by
reference to the Registrant's 424(b) filing made on May
5, 2000)
27 Financial Data Schedule
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(b) The Registrant has filed no reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTEGRITY BANCSHARES, INC.
Date: November 17, 2000 /s/ Clinton M. Day
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Clinton M. Day, Chairman of the Board
Date: November 17, 2000 /s/ Steven M. Skow
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Steven M. Skow, President
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