**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB**

** **

| **(mark  one)**                                                                                                                                                                                                                                                    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **ý**                                                                                                                                                                                                                                                         |   | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                               |   |   |
|                                                                                                                                                                                                                                                               |   | **FOR THE QUARTERLY PERIOD ENDED  JUNE 30, 2003** |
|                                                                                                                                                                                                                                                               |   |   |
| **o**                                                                                                                                                                                                                                                              |   | **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 333-105445**                                                                                                                                                                                                                             |

 

**THE BANK HOLDINGS**

(Exact name of Registrantas specified in its charter)

 

| **NEVADA**                                                                          |   | **90-0071778**                    |
|-------------------------------------------------------------------------------------|--------|-----------------------------------|
| (State of  Incorporation)                                                           |   | (IRS Employer  Identification No) |
|                                                                                |   |                              |
| **9990 Double R Boulevard, Reno,  Nevada   89521**                   |
| (Address of principal  executive offices)   (Zip Code)                    |
|                                                                                |   |                              |
| **775-853-8600**                                                                    |
| (Registrant’s telephone  number, including area code)                          |
|                                                                                |   |                              |
| **Not Applicable**                                                                  |
| (Former name, former  address and former fiscal year, if changed since last report) |

 

Indicate the number of shares outstanding of each of the issuer’sclasses of common stock, as of the latest practicable date.

 

Common stock, $0.01 parvalue,100 shares outstanding as of June 30, 2003

 

 

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**FORM 10-QSB**

**Table of Contents**

 
| **Part I - Financial  Information**                                                                                               |                                                         |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------|--------|
| Item 1. Financial Statements                                                                                                      |
|                                                                                                                              | Consolidated Balance Sheet                                   |
|                                                                                                                              | Consolidated Statement of Income &  Comprehensive Income |
|                                                                                                                              | Consolidated Statement of Cash Flows                         |
|                                                                                                                              | Notes to  Consolidated Financial Statement                   |
|                                                                                                                              |
| Item 2. Management’s Discussion &  Analysis of Financial Condition & Results of Operation Summary of  Financial Data |
|                                                                                                                              |                                                         |
| Item 3.  Qualitative & Quantitative Disclosures About Market Risk Market Risk  Management                                     |
|                                                                                                                              |                                                         |
| **Part II - Other Information**                                                                                                   |
| Item  1. - Legal Proceedings                                                                                                      |
| Item 2. - Changes in Securities                                                                                                   |
| Item 3. -  Defaults upon Senior Securities                                                                                        |
| Item  4. - Submission of Matters to a Vote of Security Holders                                                                    |
| Item  5. - Other Information                                                                                                      |
| Item 6. -  Exhibits and Reports on Form 8-K                                                                                       |
|                                                                                                                              |
| **Signatures**                                                                                                                    |
|                                                                                                                                   |                                                              |        |  |

 

2

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**PART I - FINANCIALINFORMATION**

**Item****1**

 

**THE BANKHOLDINGS**

**UNAUDITED CONSOLIDATED BALANCE SHEET**

 
|                                                  |   | **June 30, 2003** |    |
|-------------------------------------------------------|--------|------------------------|---------|
| **ASSETS**                                            |   |                   |    |
| Cash and due from banks                               |   | $                      | 116,675 |   |
| Federal funds sold                                    |   | $                      | —  |   |
| Total cash & cash equivalents                     |   | $                      | 116,675 |   |
| Securities:                                           |   |                   |    |
| Held to maturity                                      |   | $                      | —  |   |
| Available for sale                                    |   | $                      | —  |   |
| Total securities                                      |   | $                      | —  |   |
| Loans:                                                |   |                   |    |
| Gross loans                                           |   | $                      | —  |   |
| Allowance for loan losses                             |   | $                      | —  |   |
| Deferred loan fees                                    |   | $                      | —  |   |
| Net loans                                             |   | $                      | —  |   |
|                                                  |   |                   |    |
| Other equity securities                               |   | $                      | —  |   |
| Premises and equipment, net                           |   | $                      | —  |   |
| Other real estate owned                               |   | $                      | —  |   |
| Accrued interest receivable                           |   | $                      | —  |   |
| Other assets                                          |   | $                      | —  |   |
| **TOTAL  ASSETS**                                     |   | $                      | 116,675 |   |
| **LIABILITIES AND STOCKHOLDERS’  EQUITY**        |   |                   |    |
| **LIABILITIES**                                       |   |                   |    |
| Deposits:                                             |   |                   |    |
| Demand                                                |   | $                      | —  |   |
| Interest bearing demand                               |   | $                      | —  |   |
| Savings                                               |   | $                      | —  |   |
| MMDAs                                                 |   | $                      | —  |   |
| IRAs                                                  |   | $                      | —  |   |
| Time deposits < $100,000                           |   | $                      | —  |   |
| Time deposits > $100,000                           |   | $                      | —  |   |
| Total deposits                                        |   | $                      | —  |   |
| Federal funds purchased and repurchase agreements     |   | $                      | —  |   |
| Other borrowed funds                                  |   | $                      | 125,000 |   |
| Accrued interest payable                              |   | $                      | 111     |   |
| Other liabilities                                     |   | $                      | —  |   |
| **TOTAL  LIABILITIES**                                |   | $                      | 125,111 |   |
| STOCKHOLDERS’ EQUITY                             |   |                   |    |
| Common stock, $0.01 par value                         |   | $                      | 150     |   |
| Retained earnings                                     |   | $                      | (8,586  | ) |
| Accumulated other comprehensive income                |   | $                      | —  |   |
| Total stockholders’ equity                       |   | $                      | (8,436  | ) |
| **TOTAL  LIABILITIES AND  STOCKHOLDERS’ EQUITY** |   | $                      | 116,675 |   |

 

3

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**THEBANK HOLDINGS**

**UNAUDITEDCONSOLIDATED STATEMENT OF INCOME & COMPREHENSIVE INCOME**

 
| **INTEREST INCOME:**                                                              |   | **For the  Period January 17, 2003  (date of inception) to June 30  2003** |   |
|-----------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|--------|
| Interest on  federal funds sold and interest bearing deposits                     |   | $                                                                                    | — |   |
| US Treasury  securities                                                           |   | $                                                                                    | — |   |
| US Gov’t  agencies & corporations                                        |   | $                                                                                    | — |   |
| Mortgage-backed  securities                                                       |   | $                                                                                    | — |   |
| Corporate bonds                                                                   |   | $                                                                                    | — |   |
| State and  political subdivsions                                                  |   | $                                                                                    | — |   |
| Equities                                                                          |   | $                                                                                    | — |   |
| Interest and  fees on loans                                                       |   | $                                                                                    | — |   |
| Total interest  income                                                            |   | $                                                                                    | — |   |
| **INTEREST  EXPENSE:**                                                            |   |                                                                                 |   |
| Interest on  deposits                                                             |   | $                                                                                    | — |   |
| Interest on  borrowed funds                                                       |   | $                                                                                    | 1,361  |   |
| Total interest  expense                                                           |   | $                                                                                    | 1,361  |   |
| **Net  Interest Income**                                                          |   | $                                                                                    | (1,361 | ) |
| Provision for  loan losses                                                        |   | $                                                                                    | — |   |
| **Net  Interest Income after Provision for Loan Losses**                          |   | $                                                                                    | (1,361 | ) |
|                                                                              |   |                                                                                 |   |
| **OTHER  OPERATING INCOME:**                                                      |   |                                                                                 |   |
| Service charges  on deposit accounts                                              |   | $                                                                                    | — |   |
| Gains on sales  of loans                                                          |   | $                                                                                    | — |   |
| Other                                                                             |   | $                                                                                    | — |   |
| Total other  operating income                                                     |   | $                                                                                    | — |   |
| **OTHER  OPERATING EXPENSES:**                                                    |   |                                                                                 |   |
| Salaries and  employee benefits                                                   |   | $                                                                                    | — |   |
| Occupancy  expense                                                                |   | $                                                                                    | — |   |
| Other                                                                             |   | $                                                                                    | 7,225  |   |
| Total other  operating expenses                                                   |   | $                                                                                    | 7,225  |   |
| **INCOME  BEFORE PROVISION FOR INCOME TAXES**                                     |   | $                                                                                    | (8,586 | ) |
| Provision for  income taxes                                                       |   | $                                                                                    | — |   |
| **NET  INCOME**                                                                   |   | $                                                                                    | (8,586 | ) |
| Other  Comprehensive Income, unrealized (loss) on securities, net of income taxes |   |                                                                                 |   |
| **COMPREHENSIVE  INCOME**                                                         |   | $                                                                                    | (8,586 | ) |
| **PER  SHARE DATA**                                                               |   |                                                                                 |   |
| **Book  Value**                                                                   |   | $                                                                                    | (84.36 | ) |
| **Earnings  per share basic**                                                     |   | $                                                                                    | (85.86 | ) |
| **Average  Shares Outstanding, basic**                                            |   | 100                                                                                  |   |

 

4

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**THE BANK HOLDINGS**

**UNAUDITED CONSOLIDATED STATEMENTS OFCASH FLOWS**

** **
|                                                        |   | **For the Period January 17, 2003  (date of inception) to June 30, ,2003** |    |
|-------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|---------|
| Cash Flows from Operating Activities                        |   |                                                                                 |    |
| Net Income                                                  |   | $                                                                                    | (8,586  | ) |
| (Gain)Loss from sale of other real estate owned, net  of    |   | $                                                                                    | —  |   |
| write-downs                                                 |   | $                                                                                    | —  |   |
| (Gain) on sales of loans                                    |   | $                                                                                    | —  |   |
| Loss on Sale of premises and equipment                      |   | $                                                                                    | —  |   |
| Provision for loan losses                                   |   | $                                                                                    | —  |   |
| Depreciation and amortization                               |   | $                                                                                    | —  |   |
| Net Amortization (accretion) on securities                  |   | $                                                                                    | —  |   |
| (Gain) on sales of securities                               |   | $                                                                                    | —  |   |
| (Decrease) in unearned net loan fees                        |   | $                                                                                    | —  |   |
| Increase Deferred taxes                                     |   | $                                                                                    | —  |   |
| Proceeds from sales of loans held for sale                  |   | $                                                                                    | —  |   |
| Originations of loans held for sale                         |   | $                                                                                    | —  |   |
| (Decrease) in interest receivable and other assets          |   | $                                                                                    | —  |   |
| Increase in other liabilities                               |   | $                                                                                    | 111     |   |
| **Net cash provided by operating  activities**              |   | $                                                                                    | (8,475  | ) |
|                                                        |   |                                                                                 |    |
| Cash Flows from Investing Activities                        |   |                                                                                 |    |
| Maturities of securities held to maturity                   |   | $                                                                                    | —  |   |
| Maturities of securities available for sale                 |   | $                                                                                    | —  |   |
| Proceeds from calls of securities held to maturity          |   | $                                                                                    | —  |   |
| Proceeds from sales/calls of securities available  for sale |   | $                                                                                    | —  |   |
| Purchases of securities held to maturity                    |   | $                                                                                    | —  |   |
| Purchases of securities available for sale                  |   | $                                                                                    | —  |   |
| Principal paydowns on securities available for sale         |   | $                                                                                    | —  |   |
| (Increase) Decrease in federal funds sold                   |   | $                                                                                    | —  |   |
| (Increase) Decrease in loans receivable                     |   | $                                                                                    | —  |   |
| Proceeds from sale of premises and equipment                |   | $                                                                                    | —  |   |
| Purchases of premises and equipment                         |   | $                                                                                    | —  |   |
| Proceeds from sales of other real estate owned              |   | $                                                                                    | —  |   |
| Other                                                       |   | $                                                                                    | —  |   |
| **Net cash (used in) investing  activities**                |   | $                                                                                    | —  |   |
|                                                        |   |                                                                                 |    |
| Cash Flows from Financing Activities                        |   |                                                                                 |    |
| (Decrease) Increase in deposits                             |   | $                                                                                    | —  |   |
| Increase in borrowed funds                                  |   | $                                                                                    | 125,000 |   |
| Increase in repurchase agreements                           |   | $                                                                                    | —  |   |
| Proceeds from Sale of Common Stock                          |   | $                                                                                    | 150     |   |
| **Net cash provided by financing  activities**              |   | $                                                                                    | 125,150 |   |

 

5

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**THE BANKHOLDINGS**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2003**

 

*THEBANK HOLDINGS*

 

On January 17, 2003, The Bank Holdings (the “Company”) wasincorporated as a bank holding company, for the purpose of acquiring NevadaSecurity Bank (the “Bank”) in a one bank holding company reorganization.  The new corporate structure will permit TheBank Holdings and the Bank greater flexibility in terms of operation, expansionand diversification.  The Company, theBank and NSB Merger Corporation entered into a Plan of Reorganization andAgreement of Merger dated April 17, 2003. The Plan of Reorganization and Agreement of Merger provides for theexchange of shares of the Bank for shares of the Company on a share-for-sharebasis (the “Reorganization”).  TheReorganization was approved by the Company’s shareholders on July 9, 2003,and all required regulatory approvals or non-disapprovals with respect to theReorganization have been obtained.  Itis anticipated that the Reorganization will be consummated during the thirdquarter of 2003.  The Company has notengaged in any business since its incorporation.  After the Reorganization, the Bank will continue its operationsas presently conducted under its management, but the Bank will be awholly-owned subsidiary of The Bank Holdings. The financial statements for The Bank Holdings presented herein arepresented on a consolidated basis as of June 30, 2003.

 

*Natureof Banking Activities*

 

The Bank is a Nevada state-chartered bank that was incorporated onFebruary 26, 2001, and opened for business on December 27, 2001.  The Bank operates two branches – one inIncline Village and one in Reno, Nevada.  Its deposit accounts are insured by the Federal Deposit InsuranceCorporation (FDIC).  In addition to thetwo branch deposit offices, the Bank has a loan production office in RanchoCordova, California which facilitates the extension of credit to loan customersthrough association with the Small Business Administration.

 

*Basisof Presentation*

 

The accompanying unaudited consolidated financial statements have beenprepared in a condensed format, and therefore do not include all of theinformation and footnotes required by generally accepted accounting principlesfor complete financial statements.  Theinformation furnished in these interim statements reflects all adjustmentswhich are, in the opinion of management, necessary for a fair statement of theresults for such period.  Suchadjustments are of a normal recurring nature, unless otherwise disclosed inthis Form 10-Q.  The results of operationsin the interim statements are not necessarily indicative of the results thatmay be expected for any other quarter or for the full year. The only activitiesof the Company to date have been related to accounting, legal, and licensingcosts having to do with the reorganization.

 

### *Recent Developments*

 

The Reorganization has yet to become effective. When it does, it isexpected that each issued and outstanding share of the Bank will be exchangedon a share-for-share basis for a share of The Bank Holdings, and the Bank willbecome a wholly-owned subsidiary of The Bank Holdings.

 

6

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**PART I - FINANCIAL INFORMATION**

** **

**ITEM 2**

 

**MANAGEMENT’S DISCUSSION AND**

**ANALYSIS OF FINANCIAL CONDITION**

**AND RESULTS OF OPERATIONS**

 

**OVERVIEW OF THE RESULTS OF OPERATION**

**AND FINANCIAL CONDITION**

 

***SUMMARY OF FINANCIAL DATA***

 

*RESULTSOF OPERATIONS SUMMARY*

 

As of the date of this report, the Reorganization has yet to beeffected. The Company has not paid any remuneration to any employee ordirector, and does not own or lease any property. As noted, Operations of theCompany have been limited to payment for accounting, tax, legal, loan fees andlicensing expenses necessary to initiate activities under regulatory approvals.

 

*FINANCIALCONDITION SUMMARY*

 

The Company’sassets are currently composed exclusively of cash on hand. Liabilities arecomprised of accrued interest on Company debt for the five days since thelending arrangements were made and the $125,000 of borrowed funds. Funds wereborrowed under lending arrangements with seven directors of the Bank. The notesare dated June 26, 2003, and mature June 26, 2005. They bear interestat prime plus one percent floating, adjusted daily and paid quarterly, with aninterest rate floor of 6.5%, and a loan fee of 1%. Contributed Capitalrepresents $150 received from the incorporator.

 

### *FORWARD-LOOKING STATEMENTS*

 

This Form 10-Q includes forward-looking statements that involveinherent risks and uncertainties.  TheCompany cautions readers that a number of important factors could cause actualresults to differ materially from those in the forward-looking statements.  Those factors include fluctuations ininterest rates, inflation, government regulations, and economic conditions andcompetition in the geographic and business areas in which the Company conductsits operations.

 

Words such as “expects”, “anticipates”, “believes”, and “estimates”, orvariations of such words and similar expressions are intended to identify suchforward-looking statements.  Thesestatements are not guarantees of future performance and involve certain risks, uncertaintiesand assumptions which are difficult to predict.  Therefore, actual outcomes and results may differ materially fromwhat is expressed, forecasted in, or implied by, such forward-lookingstatements.

 

7

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**PART I - FINANCIAL INFORMATION**

 

**ITEM 3**

 

**QUALITATIVE & QUANTITIVE DISCLOSURES**

 

**ABOUT MARKET RISK**

 

*MARKETRISK MANAGEMENT*

 

At the current time, the Company hasconducted no operational activities except for its organization. As a result,no funds taking or placing activities have occurred and market risks are notapplicable.

 

 

**PART II - OTHER INFORMATION**

** **

*ITEM 1 : LEGAL PROCEEDINGS*

 

In the normal course of business, the Company is involved in variouslegal proceedings.  In the opinion ofmanagement, any liability resulting from such proceedings would not have amaterial adverse effect on the Company’s financial condition or results ofoperation. As of the date of this report, there are no legal proceedingsagainst the Company of which management is aware.

 

*ITEM2 : CHANGES IN SECURITIES*

 

As of the date of this report, only 100 shares of the Company’s commonstock are outstanding. At the current time, there is no market for the commonstock and no dividends have been paid.

 

*ITEM3 : DEFAULTS UPON SENIOR SECURITIES*

 

Not applicable

 

*ITEM4 : SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*

 

As of the date of this report, no matter has been submitted to a voteof security holders.

 

### *ITEM 5. OTHER INFORMATION*

 

Not applicable

 

### *ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K*

 

(a) Exhibits

 

8

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| Exhibit 31.1 |   | Certification of Chief Executive Officer pursuant to  18 U.S.C. section 1350, as adopted pursuant to section 302 of the  Sarbanes-Oxley Act of 2002 |
|--------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                |
| Exhibit 31.2 |   | Certification of Chief Financial Officer pursuant to  18 U.S.C. section 1350, as adopted pursuant to section 302 of the  Sarbanes-Oxley Act of 2002 |
|         |   |                                                                                                                                                |
| Exhibit 32.1 |   | Certification of Chief Executive Officer pursuant to  18 U.S.C. section 1350, as adopted pursuant to section 906 of the  Sarbanes-Oxley Act of 2002 |
|         |   |                                                                                                                                                |
| Exhibit 32.2 |   | Certification of Chief Financial Officer pursuant to  18 U.S.C. section 1350, as adopted pursuant to section 906 of the  Sarbanes-Oxley Act of 2002 |

 

(b)         Reports on Form 8-K

 

As of the date of this report, no Reports on Form 8-K have been filedby the Company.

 

*SIGNATURES*

 

Pursuant to the Securities Exchange Act of 1934, the Company has dulycaused this report on Form 10-QSB for the quarterly period ended June 30,2003 to be signed on its behalf by the undersigned, thereunto duly authorized,on August 12, 2003.

 
|         |                    |
|--------------|-------------------------|
|         |                    | /s/  Hal  Giomi |   |
| Date 8/12/03 | The BANK HOLDINGS       |
|         | Harold G. Giomi         |
|         | Chairman &          |
|         | Chief Executive Officer |
|         |                    |
|         |                    |
|         |                    | /s/ Jack B. Buchold |   |
| Date 8/12/03 | The BANK HOLDINGS       |
|         | Jack B. Buchold         |
|         | Chief Financial Officer |

 

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