UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
Commission file number: 000-25145
LAMAR CAPITAL CORPORATION
(exact name of Registrant as specified in its charter)
MISSISSIPPI 64-0733976
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
401 Shelby Speights Drive, Purvis , MS 39475
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 601-794-6047
NOT APPLICABLE
(name, address and fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 ( )
4,315,707 shares of the Registrant's Common stock, $.50 par value, were
outstanding as of May 10, 1999.
<PAGE>
LAMAR CAPITAL CORPORATION
FORM 10-Q
INDEX
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements and Supplementary Data
Consolidated Balance Sheets -
March 31, 1999 (Unaudited) and December 31, 1998 4
Consolidated Statements of Income and Comprehensive
Income (Unaudited) -
Three Months Ended March 31, 1999 and 1998 6
Consolidated Statements of Changes in Stockholders'
Equity
Three Months Ended March 31, 1999 (Unaudited) and year
ended December 31,1998 7
Consolidated Statements of Cash Flows (Unaudited) -
Three Months Ended March 31, 1999 and 1998 8
Notes to Consolidated Financial Statements (Unaudited) 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 13
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds 14
ITEM 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
<PAGE>
PART I. FINANCIAL INFORMATION
In addition to historical information, this report contains statements
which constitute forward-looking statements and information which are based on
management's beliefs, plans, expectations and assumptions and on information
currently available to management. The words "may," "should," "expect,"
"anticipate," "intend," "plan," "continue," "believe," "seek," "estimate," and
similar expressions used in this report that do not relate to historical facts
are intended to identify forward-looking statements. These statements appear in
a number of places in this report, including, but not limited to, statements
found in Item 2 "Management's Discussion and Analysis." All phases of the
Company's operations are subject to a number of risks and uncertainties.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projects in the forward-looking
statements. Among the factors that could cause actual results to differ
materially are the risks and uncertainties discussed in this report, including,
without limitation, the portions referenced above, and the uncertainties set
forth from time to time in the Company's other public reports and filings and
public statements, many of which are beyond the control of the Company, and any
of which, or a combination of which, could materially affect the results of the
Company's operations and whether forward-looking statements made by the Company
ultimately prove to be accurate.
ITEM 1. FINANCIAL STATEMENTS
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
MARCH 31, DECEMBER 31,
1999 1998
----------- --------------
(UNAUDITED)
ASSETS
Cash and due from banks $12,270 $15,038
Federal funds sold 10,480 11,400
---------- ----------
Cash and cash equivalents 22,750 26,438
Securities available for sale (amortized cost -
$97,335 in 1999 and $57,159 in 1998)) 96,989 57,814
Securities held to maturity (fair value -
$34,383 in 1999 and $33,512 in 1998)) 34,074 33,014
Loans:
Real Estate:
Residential 65,184 62,333
Construction 11,521 9,095
Commercial 32,534 31,915
Consumer 65,815 61,686
Commercial 40,839 39,493
---------- ----------
215,893 204,522
Unearned Income (3,580) (3,862)
Allowance for loan losses (3,643) (3,564)
---------- ----------
Net loans 208,670 197,096
Accrued interest receivable 3,291 3,256
Premises and equipment 9,167 9,111
Federal Home Loan Bank stock 3,150 788
Other assets 3,078 2,999
---------- ----------
Total assets $ 381,169 $ 330,516
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing $ 29,929 $ 27,841
Interest bearing:
Demand 88,288 81,516
Savings 9,780 9,437
Time Deposits less than $100,000 108,220 114,438
Time Deposits more than $100,000 55,603 45,040
---------- ----------
Total deposits 291,820 278,272
Interest payable 590 615
Other liabilities 1,280 1,178
Other borrowed funds 54,120 19,120
---------- ----------
Total liabilities 347,810 299,185
<PAGE>
STOCKHOLDERS' EQUITY
Common stock, $ .50 par value, 50,000,000 2,158 2,065
shares authorized, 4,315,707 shares
issued and outstanding at March 31, 1999
and 4,130,707 shares issued and outstanding
at December 31, 1998
Paid-in capital 17,513 15,885
Retained earnings 13,905 12,970
Accumulated other comprehensive income (217) 411
---------- ----------
Total stockholders' equity 33,359 31,331
---------- ----------
Total liabilities and stockholders'
equity $ 381,169 $ 330,516
========== ==========
See accompanying notes.
<PAGE>
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
1999 1998
---- ----
Interest income:
Loans, including fees $5,116 $4,293
Federal funds sold 110 193
Interest on securities:
Taxable 1,344 544
Non-taxable 424 326
-------- -------
1,768 870
-------- -------
Total interest income 6,994 5,356
Interest expense:
Deposits 3,367 2,716
Other borrowed funds 574 307
-------- -------
Total interest expense 3,941 3,023
-------- -------
Net interest income 3,053 2,333
Provision for loan losses 172 169
Net interest income after -------- -------
provision for loan losses 2,881 2,164
Other income:
Service charges on deposit accounts 407 450
Gain (loss) on sale of securities
available for sale 2 217
Other fees and operating income 329 276
-------- -------
Total other income 738 943
Other expense:
Salaries and employee benefits 1,129 1,033
Occupancy expense 176 163
Furniture and equipment expense 254 214
Other operating expense 553 459
-------- -------
Total other expense 2,112 1,869
-------- -------
Income before income taxes 1,507 1,238
Income tax expense 399 309
-------- -------
Net income 1,108 929
Other comprehensive income (loss), net of income
taxes:
Change in unrealized gain (loss)
on securities available for sale (628) (231)
Reclassification of realized amount (1) (136)
-------- -------
Net unrealized gain (loss)
recognized in comprehensive income (629) (367)
-------- -------
Comprehensive income $ 479 $ 562
======== =======
Earnings per share - basic and dilutive $ .26 $ .34
======== =======
Weighted average shares outstanding -
basic and dilutive 4,293 2,748
======== =======
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
ACCUMULATED
OTHER TOTAL
COMMON STOCK PAID-IN RETAINED COMPREHENSIVE TREASURY STOCK STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS INCOME SHARES AMOUNT EQUITY
------------------ ------- -------- ------------- -------------------- -------------
Balance at
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1997 46,569.44 $466 $5,374 $10,283 $279 763.44 $(242) $16,160
Net income for 1998 3,049 3,049
Stock split
(60-for-1) 2,747,596.96 931 (931) 56,842.96
Dividend ($.12
per share) (362) (362)
Purchase of
treasury stock 200 (72) (72)
Sale of treasury stock 51 (30,711.00) 174 225
Retirement of
treasury stock (27,095.40) (14) (126) (27,095.40) 140
Sale of common stock 1,363,636 682 11,517 12,199
Change in unrealized
gain (loss), net
of income taxes,
on securities
available for sale 132 132
------------ -------- --------- ---------- ---------- ------------- ------ -----------
Balance at
December 31, 1998 4,130,707 2,065 15,885 12,970 411 -- -- 31,331
Net income for
three months ended
March 31, 1999 1,108 1,108
Dividend ($.04
per share) (173) (173)
Sale of common stock 185,000 93 1,628 1,721
Change in unrealized
gain (loss), net
of income taxes,
on securities
available for sale (628) (628)
Balance at
March 31, 1999 ------------ -------- --------- ---------- ---------- ------------- ------ -----------
(Unaudited) 4,315,707 $ 2,158 $ 17,513 $ 13,905 $ (217) -- $ -- $ 33,359
============ ======== ========= ========== ========== ============= ====== ===========
See accompanying notes.
</TABLE>
<PAGE>
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
------------------
1999 1998
-------- -------
Operating activities
Net income 1,108 929
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 172 169
Depreciation and amortization expense 195 148
Amortization of securities premiums 65 50
Accretion of securities discounts (13) (3)
(Gain) on sale of securities available for sale (2) (217)
Gain of sales of other real estate 1 --
(Increase) decrease in interest receivable (35) 10
Decrease in interest payable (25) (63)
Increase in other assets 232 64
Increase (decrease) in other liabilities 53 (205)
-------- -------
Net cash provided by operating activities 1,751 1,292
Investing activities
Securities held to maturity:
Proceeds from calls, maturities, and
principal reductions 411 1,393
Purchase of securities (745) (9,382)
Securities available for sale:
Proceeds from calls, maturities,
and principal reductions 1,463 2,169
Proceeds from sales of securities 2,052 7,930
Purchases of securities (44,463) (15,542)
Purchase sales of Federal Home Loan Bank stock (2,362) --
Net increase in loans (11,759) (10,296)
Proceeds from sales of other real estate 70 --
Purchases of premises and equipment (251) (596)
-------- -------
Net cash used in investing activities (55,584) (24,324)
Financing activities
Net increase in deposits 13,548 27,470
Net increase in revolving line of credit -- 67
Borrowings from banks 40,000 --
Payments on notes payable to banks (5,000) --
Proceeds from sale of common stock 1,721 --
Dividends paid (124) (150)
-------- -------
Net cash provided by financing activities 50,145 27,387
-------- -------
Net increase (decrease) in cash (3,688)4,355 and
cash equivalents (3,688) 4,355
Cash and cash equivalents at beginning of period 26,438 15,737
------- --------
Cash and cash equivalents at end of period $22,750 $20,092
------- --------
See accompanying notes.
<PAGE>
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated balance sheet at December 31, 1998 and consolidated
statement of stockholders' equity for the year ended December 31, 1998 have been
derived from the audited financial statements at that date. The accompanying
unaudited consolidated financial statements include the accounts of Lamar
Capital Corporation and subsidiaries. Intercompany profits, transactions and
balances have been eliminated in consolidation. The accompanying unaudited
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for interim periods are not necessarily indicative
of the results that may be expected for the entire year. For further
information, refer to the consolidated financial statements and notes thereto of
Lamar Capital Corporation's 1998 Annual Report to Shareholders.
SECURITES PORTFOLIOS
In accordance with FAS No. 115 "Accounting for Certain Investment in Debt and
Equity Securities", as of March 31, 1999 the securities in the "Available for
Sale" category included $345,000 in unrealized losses. Accordingly, total
securities and total stockholders' equity were decreased by $345,000 and
$216,000 (net of taxes) respectively at March 31, 1999 to reflect the adjustment
of the securities portfolio to market.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
For the quarter ended March 31, 1999, the Company's net income increased to
$1,108,000 as compared to $929,000 for the same period in 1998, an increase of
19.3%. Basic and diluted earnings per share was $0.26 in 1999 as compared to
$0.34 in 1998 with an increase in weighted average shares outstanding (basic and
dilutive) to 4.3 million from 2.7 million for those periods, respectively. The
1998 results included a one-time gain from the sale of investment securities of
$139,000 (net of tax), or $0.05 per basic and dilutive earnings per share. The
increase in net income resulted primarily from increased volume in earning
assets. The increase in net income was partially offset by a decline in net
interest margin from 3.83% for the quarter ended March 31, 1998 to 3.58% for
the quarter ended March 31, 1999.
Total assets at March 31, 1999, increased 15.3% over year end 1998 to $381.1
million. Increases of $40.2 million in investment securities and $11.6 million
in net loans reflect this growth which was funded in part by $1.7 million in net
proceeds from the sale of the underwriters' overallotment of shares in
connection with the Company's Intitial Public Offering and net borrowings from
the Federal Home Loan Bank.
The return on average assets for the quarter ended March 31, 1999 increased
to 1.21% as compared to year end 1998 of 1.03%; the return on average equity in
1999 was 12.40% as compared to 17.65% for 1998.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income is income produced by interest earning assets reduced by
the interest expense associated with the funding of those assets. Changes in the
mix of these interest-earning assets and interest-bearing liabilities and their
yields and rates contribute to the levels of net interest income realized and
have an impact on earnings.
During the quarter ended March 31, 1999, net interest income increased 30.9%
over the comparable period in 1998. The increase in 1999 is attributable to an
increase in the Company's average interest-earning assets of 39.9%, primarily in
the loan and investment securities portfolios. Interest-bearing liabilities
increased 35.4% for the same periods primarily from increases in other borrowed
funds, time deposits and transaction accounts.
The Company's net interest margin was 3.58% for the quarter ended March 31,
1999 compared to 3.83% for the same period in 1998. The reduction in net
interest margin resulted from a decrease in yield on interest-earning assets of
.59% partially offset by a decline in the cost of interest-bearing liabilities
of .20%. The net interest margin may be effected by the interest rate
environment and changes in the earning asset mix and deposit fund mix.
ALLOWANCE AND PROVISION FOR LOAN LOSSES
The allowance for loan losses is regularly evaluated by management and
approved by the Board of Directors and is maintained at a level believed to be
adequate to absorb future loan losses in the Company's portfolio. The provision
for loan losses is determined in part using an internal watch list developed by
a review of essentially all loans by management.
The Company's allowance for loan losses increased $395,000 to $3.6 million at
quarter ended March 31, 1999 compared to the same period in 1998. The Company's
allowance for loan losses to total loans decreased from 1.84% at quarter ended
March 31, 1998 to 1.69% for the quarter ended March 31, 1999.
NON-INTEREST INCOME
For the quarter ended March 31, 1999, non-interest income was $738,000
compared to $943,000 for the same period in 1998, a decrease of 21.7%. This
decrease was primarily due to the gain on sale of securities available for sale
of $220,000 in 1998.
<PAGE>
NON-INTEREST EXPENSE
For the quarter ended March 31, 1999, non-interest expense was $2.1 million
compared to $1.9 million for the same period in 1998, a 13.0% increase.
Non-interest expense levels are often measured using an efficiency ratio. The
efficiency ratio measures the level of expense required to generate one dollar
of revenue. At March 31, 1999, the Company's efficiency ratio was 55.7% as
compared to 57.1% at March 31, 1998.
Salaries and benefits comprise the largest portion of non-interest expense
and increased 9.3% when compared to the same period in 1998. Additional staffing
has been required in several locations as a result in volume and increased
demand.
FINANCIAL CONDITION
LIQUIDITY
The Company maintains sufficient liquidity to fund loan demand, deposit
withdrawals and debt repayments. Liquidity is managed by retaining sufficient
liquid assets in the form of cash and cash equivalents and core deposits to meet
such demand. The Company also realizes funding and cash flows from the
investment securities portfolio and pay downs from the loan portfolio. In
addition, the Company has funds available to address liquidity needs under a
line of credit, federal funds lines, the retail deposit market, and additional
FHLB borrowings.
The Company's objectives include preserving an adequate liquidity position.
Asset/liability management is designed to ensure safety and soundness, maintain
liquidity and regulatory capital standards, and achieve an acceptable net
interest margin. The Company continues to experience strong loan demand and
management continues to monitor interest rate and liquidity risks while
implementing appropriate funding and balance sheet strategies.
CAPITAL
The Company maintains risk-based capital levels well in excess of the minimum
guidelines adopted by the Federal Reserve Board for bank holding companies. The
Company's tier 1 capital and total risk-based capital ratios at March 31, 1999
were 14.93% and 16.19%, respectively. This compares to a tier 1 capital ratio of
14.65% and total risk-based capital ratio of 15.90% at December 31, 1998. The
Company's leverage ratio was 9.41% at March 31, 1999 compared to 9.55% at
December 31, 1998.
YEAR 2000
The Company continues to implement plans to address the Year 2000 issue. The
issue arises from the fact that many existing computer programs were written to
store only two digits of date-related information in order to more efficiently
handle and store data. Thus, the programs were unable to properly distinguish
between the year 1900 and the year 2000. The Company has converted or replaced
various programs, hardware and instrumentation systems to make them Year 2000
compliant. The Company's Year 2000 project is comprised of two components -
business applications and equipment.
In addressing the Year 2000 problem, the Company has examined its own
software and equipment, potential problems with borrowers, and potential
problems with government entities and others providing services to the Company.
In addition to computer equipment, the Company has addressed possible problems
with microprocessors embedded within operating equipment, such as
telecommunication equipment, vaults, security and alarm systems, and automated
teller machines. The Company continues to monitor the impact of the failure of
a borrower's systems or a borrower's failure to comply with debt covenant terms
regarding Year 2000 issues on the credit quality of the borrower's loan by
communicating with its significant existing and new loan customers and
ascertaining whether the customers need to include remediation and/or
replacement of systems as part of their Year 2000 program and when they will
have that completed. Presently, the Company has no reason to believe that its
borrowers will not be able to adequately address the Year 2000 issue.
The Company's President is Chairman of its Year 2000 committee. The Committee
has devoted appropriate personnel resources to achieve Year 2000 compliance in a
timely manner. Such personnel are working with the Company's Board of Directors
and other members of management in completing its action, testing and
contingency plans. The Company is also subject to oversight by the FDIC, the
Federal Reserve Board and the Mississippi Department of Banking and Consumer
Finance with respect to Year 2000 compliance.
<PAGE>
The Company has completed the Year 2000 awareness, assessment, and
remediation phases. Minor implementations have been completed as of March 31,
1999. Service provider testing of critical information systems were completed
for the majority testing required by March 31, 1999. Testing of all critical
systems and a contingency/business resumption plan should be completed by
June 30, 1999 regulatory deadline. The Company has expended approximately
$73,000 through March 31, 1999 and projects the additional cost of
remediation will be approximately $75,000. To date, independent analysis of the
Company's Year 2000 exposure has not been obtained. Approximately $50,000 is
projected to be capitalized because certain systems and equipment are being
replaced and these costs are associated with purchasing new systems. Corrective
actions to make the Company's core operating systems Year 2000 compliant have
been made by the Company's software providers under existing licensing
agreements with the Company at no additional expense.
The Year 2000 issue principally involves the installation of selected
software releases which are Year 2000 compliant. Certain of these installations
would have been scheduled for completion by the Year 2000 in the normal course
of business. The Year 2000 compliance of the Company's software suppliers will
be essential for the Company's successful implementation of its Year 2000
objectives.
The Company has examined the Year 2000 issues' impact on services such as
payroll and investment securities operations that are provided by third parties.
The capabilities and readiness for Year 2000 of other vendors have also been
reviewed. Presently, the testing phase provides the Company with no reason to
believe that its software providers, service providers and vendors will not be
able to adequately address the Year 2000 issue. To the extent the software
providers', service providers' and vendor's responses are not satisfactory, the
Company will proceed with the steps outlined in its contingency/business
resumption plan.
The contingency/business resumption plan will include critical Company areas
such as operations, personnel, network and business systems as well as systems
external to the Company. The plan will address various alternatives and will
include assessing a variety of scenarios that could emerge in the year 2000 and
require the Company to react. As an integral part of the plan potential
liquidity challenges will be addressed.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Asset/liability management control is designed to ensure safety and
soundness, maintain liquidity and regulatory capital standards, and achieve
acceptable net interest income. Management considers interest rate risk to be
the Company's most significant market risk. Interest rate risk is the exposure
to adverse changes in the net interest income as a result of market fluctuations
in interest rates.
Management regularly monitors interest rate risk in relation to prospective
market and business conditions. The Company's Board of Directors sets policy
guidelines establishing maximum limits on the Company's interest rate risk
exposure. Management monitors and adjusts exposure to interest rate fluctuations
as influenced by the Company's loan, investment and deposit portfolios.
The Company uses an earnings simulation model to analyze net interest income
sensitivity. Potential changes in market interest rates and their subsequent
effect on interest income are then evaluated. The model projects the effect of
instantaneous movements in interest rates of 200 basis points. Assumptions based
on the historical behavior of the Company's deposit rates and balances in
relation to changes in interest rates are also incorporated into the model.
These assumptions are inherently uncertain, and as a result, the model cannot
precisely measure net interest income or precisely predict the impact of
fluctuations in market interest rates on net interest income. Actual results
will differ from the model's simulated results due to timing, magnitude and
frequency of interest rate changes, as well as changes in market conditions and
the application of various management strategies.
Interest rate risk management focuses on maintaining acceptable net interest
income within policy limits approved by the Board of Directors. The Company's
Board of Directors monitors and manages interest rate risk to maintain an
acceptable level of change to net interest income resulting from market interest
rate changes. The Company's interest rate risk policy, as approved by the Board
of Directors, is stated in terms of change in net interest income given a 200
basis point immediate and sustained increase or decrease in market interest
rates. The current limits approved by the Board of Directors are plus or minus
10% of net interest income for a 200 basis point movement.
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In December 1998, the Company completed its initial public offering (the
"Offering") of 1,548,636 shares of Common Stock (including 185,000 shares issued
January 11, 1999 in connection with the exercise of the underwriters'
over-allotment option) at a price per share of $10.00.
(1) Effective date of Registration Statement: December 16, 1998 (File No.
333-61355)
(2) The Offering commenced on December 16, 1998 and was consummated on
December 22, 1998.
(3) All securities registered in the Offering were sold.
(4) The managing underwriters of the Offering were Morgan Keegan & Company,
Inc. and Sterne, Agee & Leach, Inc.
(5) Common Stock, $.50 par value.
(6) Amount registered and sold: 1,548,636.
(7) Aggregate purchase price: $15,486,360.
(8) All shares were sold for the account of the Issuer.
(9) $1,084,045 in underwriting discounts and commissions were paid to the
underwriters. $483,081 of other expenses were incurred, including
estimated expenses.
(10) $13,919,234 of net Offering proceeds to the Issuer.
(11) Use of Proceeds: $3,660,288 to retire indebtedness of the Company to Bank
One, New Orleans, Louisiana; $7,500,000 was injected into the capital of
the Bank in order to improve the capital ratios of the Bank so that the
Bank will be positioned to make necessary capital expenditures to
establish two de novo branches in Hattiesburg, Mississippi one of which
the Company expects to be operational in the second half of 1999; and the
remainder of the Offering proceeds are being held by the Company for the
possible future acquisition of other financial institutions or branches
and the contribution of additional capital to the Bank to support loan
growth.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit (27) Selected financial data.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
BY: /s/ Robert W. Roseberry
-----------------------------------
ROBERT W. ROSEBERRY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
DATE: MAY 17, 1999
BY: /s/ Donna T. Rutland
------------------------------------
DONNA T. RUTLAND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)
DATE: MAY 17, 1999
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<CASH> 12,270
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 10,480
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 96,989
<INVESTMENTS-CARRYING> 34,074
<INVESTMENTS-MARKET> 34,383
<LOANS> 212,313
<ALLOWANCE> 3,643
<TOTAL-ASSETS> 381,169
<DEPOSITS> 291,820
<SHORT-TERM> 54,120
<LIABILITIES-OTHER> 1,870
<LONG-TERM> 0
<COMMON> 2,158
0
0
<OTHER-SE> 31,201
<TOTAL-LIABILITIES-AND-EQUITY> 381,169
<INTEREST-LOAN> 5,116
<INTEREST-INVEST> 1,768
<INTEREST-OTHER> 110
<INTEREST-TOTAL> 6,994
<INTEREST-DEPOSIT> 3,367
<INTEREST-EXPENSE> 3,941
<INTEREST-INCOME-NET> 3,053
<LOAN-LOSSES> 172
<SECURITIES-GAINS> 2
<EXPENSE-OTHER> 2,112
<INCOME-PRETAX> 1,507
<INCOME-PRE-EXTRAORDINARY> 1,507
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,108
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
<YIELD-ACTUAL> 3.86
<LOANS-NON> 891
<LOANS-PAST> 218
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,564
<CHARGE-OFFS> 153
<RECOVERIES> 60
<ALLOWANCE-CLOSE> 3,643
<ALLOWANCE-DOMESTIC> 3,643
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 288
</TABLE>
