United States securities and exchange commission logo
July 29, 2020
Aubrey H. Hall, III
President and Chief Executive Officer
Pinnacle Bankshares Corporation
622 Broad Street
Altavista, VA 24517
Re: Pinnacle Bankshares
Corporation
Registration
Statement on Form S-4
Filed on July 2,
2020
File No. 333-239666
Dear Mr. Hall:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed July 2, 2020
Cover Page
1. We note that you have
indicated on the cover page and elsewhere in the document that
you qualify as an
"emerging growth company." Please provide us with your legal analysis
as to why you qualify
as an EGC. As part of that analysis, please address the impact that
selling shares under
Form S-8 (333-63361) and Form S-8 (333-115623), both of which
were effective prior to
December 8, 2011, have on that qualification. Please refer to
Question 2 of
"Jumpstart Our Business Startups Act Frequently Asked Questions"
available at
https://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-
general.htm for further
guidance.
Aubrey H. Hall, III
FirstName LastNameAubrey H. Hall, III
Pinnacle Bankshares Corporation
Comapany
July NamePinnacle Bankshares Corporation
29, 2020
July 29,
Page 2 2020 Page 2
FirstName LastName
Cautionary Statement Regarding Forward-Looking Statements, page 30
2. Please delete the references to the safe harbor protections for
forward-looking statements
under the Private Securities Litigation Reform Act, as it does not
apply to statements
made by companies that are not reporting companies under section 13(a)
or 15(d) of the
Securities Exchange Act. See paragraph (a)(1) of Section 27A of the
Securities Act of
1933.
Opinion of Virginia Bank's Financial Advisor, page 76
3. Please revise this section to disclose the compensation Janney
received from Virginia
Bank for its services. Please also provide the compensation
Performance Trust received
from Pinnacle for its services. Refer to Item 4(b) of Form S-4.
Employment with Pinnacle Following the Merger, page 94
4. Please revise this section to include the material terms of the new
employment agreement
with Messrs. Merricks and Oakes.
Information about the Effects of and Responses to COVID-19
Pinnacle, page 116
5. We note disclosure on page 116 that approximately 8.7% of Pinnacle's
loans have been
granted deferrals in connection with their COVID -19 pandemic loan
deferral
program. Please revise, either in Pinnacle's Management's Discussion
and Analysis
section or in the notes to the financial statements, to provide an
enhanced discussion or
tabular presentation of the composition of loans included in this
deferral program along
with any disclosures of loan concentrations in any of the primary
segments of their loan
portfolio. Please also consider providing additional information about
these loan deferrals
as applicable, such as nature and duration of deferrals, how you
account for and present
these loan deferrals, etc. to the extent possible.
Virginia Bank, page 116
6. We note disclosure on page 117 that Virginia Bank has accommodated
requests for
payment deferrals with respect to approximately $12.5 million of loans
and total deferrals
approximate 9% of their loan portfolio. Please revise, either in
Virginia Bank's
Management's Discussion and Analysis section or in the notes to the
financial statements,
to provide an enhanced discussion or tabular presentation of the
composition of loans
that have been granted deferrals in connection with the COVID -19
pandemic loan
deferral program along with any disclosures of loan concentrations in
any of the primary
segments of their loan portfolio. Please also consider providing
additional information
about these loan deferrals as applicable, such as nature and duration
of deferrals, how you
account for and present these loan deferrals, etc. to the extent
possible.
Aubrey H. Hall, III
Pinnacle Bankshares Corporation
July 29, 2020
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact William Schroeder at (202) 551-3294 or Amit Pande (202)
551-3423 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any
other questions.
FirstName LastNameAubrey H. Hall, III Sincerely,
Comapany NamePinnacle Bankshares Corporation
Division of
Corporation Finance
July 29, 2020 Page 3 Office of Finance
FirstName LastName