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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One:) Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D
Form N-SAR Form N-CSR
For Period Ended: December 31, 2010
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
McIntosh Bancshares, Inc.
Full Name of Registrant
Former Name if Applicable
210 South Oak Street
Address of Principal Executive Office (Street and Number)
Jackson, Georgia 30233
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| | (a)The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c)The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its Annual Report on Form 10-K for the year ended December 31, 2010 by March 31, 2011 without unreasonable effort and expense for the reasons stated below.
The Registrant has determined that it is unable to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the "Form 10-K") within the prescribed time period without unreasonable effort or expense. Further, management expects that the Registrant will not be able to file the Form 10-K within the fifteen-day extension period permitted by the rules of the Securities and Exchange Commission for classification as a timely filing.
Due to continued adverse economic conditions in the Registrant’s market area during 2010, particularly in the housing and real estate markets, the Registrant’s wholly-owned bank subsidiary, McIntosh State Bank (the “Bank”) has experienced a significant increase in its non-performing assets and a significant decrease in its earnings and capital. These conditions have also necessitated ongoing evaluation of the Bank’s provision and allowance for loan losses and various expenses relating to the Bank’s OREO and loan portfolios. As a result of this process, the completion of the Registrant’s audited consolidated financial statements for the year ended December 31, 2010 has been delayed.
A summary of anticipated, unaudited changes in the Registrant’s results of operations for the year ended December 31, 2010 as compared to the prior year is provided in Part IV, Item 3 below. Additionally, information about the Bank’s financial condition and results of operations as of December 31, 2010 is publicly available, free of charge, on the FDIC’s website at www.fdic.gov.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification Jesse Roberts, Chief Financial Officer of the Registrant _______ 770-775-8316 (Name) (Area Code) (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | |
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(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Since December 31, 2009, there have been important developments that have had a significant impact on the Registrant’s financial condition and results of operations for the year ended December 31, 2010. These developments include, without limitation, continued deterioration in asset quality and declines in earnings throughout 2010. The Bank has experienced substantial deterioration in asset quality of the Bank’s loan portfolio, due, in part, to continuing adverse conditions in its housing and real estate markets, which has resulted in a significant increase in its level of nonperforming assets. Management anticipates that its unaudited nonperforming assets will total approximately $83.8 million at December 31, 2010 compared to approximately $58.8 million at December 31, 2009. The Registrant also anticipates a substantial net loss for the year ended December 31, 2010, primarily as a result of a $2.6 million reduction in net interest income for 2010 as compared to 2009 due to increasing levels of non-performing assets as described above, as well as the following additional factors. The loan loss provision increased to $10.0 million for 2010 from $9.6 million for 2009, and costs to carry non-performing assets increased to $2.2 million for 2010 from $1.7 million for 2009. These unfavorable variances offset improvements in securities gains of $1.2 million; reductions in salaries, benefits, and occupancy expenses of $986,000; and a $1.6 million decrease in losses on the sale of Other Real Estate for 2010 as compared to 2009. Management anticipates that the Registrant’s unaudited net loss for 2010 will remain approximately constant as compared to 2009, with the net loss totaling approximately $14.1 million for 2010 and $14.1 million for 2009. In addition, management anticipates that the unaudited allowance for loan losses will total approximately $7.9 million at December 31, 2010 compared to approximately $7.6 million at December 31, 2009. Additionally, as previously disclosed in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, the Registrant’s independent auditor’s report contained an explanatory paragraph indicating that there was substantial doubt about the Registrant’s ability to continue as a going concern. Due to the conditions and events discussed above, management anticipates that the independent auditor’s report with respect to the Registrant’s audited financial statements for the year ended December 31, 2010, if issued, will contain a similar explanatory paragraph indicating that there is substantial doubt about the Company’s ability to continue as a going concern. Note: This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements. Important factors that could cause actual results to differ materially include: whether the Registrant’s outside auditors will be able to complete their review and any related procedures required with respect to the Form 10-K; the impact, if any, of the results and findings on the financial statements of the Registrant; the Registrant’s inability to timely file reports with the Securities and Exchange Commission; and risks of litigation and governmental or other regulatory inquiry or proceedings arising out of or related to any of the matters described above. Therefore, any forward-looking statements in this Form 12b-25 should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. Registrant makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made. | Yes No |
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McIntosh Bancshares, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2011 By: /s/ Jesse Roberts
Print Name Jesse Roberts
Title Chief Financial Officer
INSTRUCTION. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
| 1. | This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
| 2. | One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. |
| 3. | A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. |
| 4. | Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. |
| 5. | Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter). |
| | C151593/0296237/6134289.3 |
