<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
OR
[ ] 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 333-83851
Greenville First Bancshares, Inc.
(Exact name of registrant as specified in its charter)
South Carolina 58-2459561
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
1805 Laurens Road
Greenville, S.C. 29607
- --------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
864-679-9000
------------------
(Telephone Number)
Not Applicable
-----------------------------
(Former name, former address
and former fiscal year,
if changed since last report)
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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
1,100,000 shares of common stock, $.01 par value per share, issued and
outstanding as of November 12, 1999.
Transitional Small Business Disclosure Format (check one): YES NO [X]
<PAGE> 2
GREENVILLE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE CORPORATION)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements of Greenville First Bancshares, Inc. (the
"Company") are set forth in the following pages.
2
<PAGE> 3
GREENVILLE FIRST BANCSHARES, INC
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 1999
<TABLE>
ASSETS
<S> <C>
Cash and cash equivalents $ 7,032
Property and equipment 52,835
Deferred stock offering costs 84,466
---------
Total assets $ 144,333
=========
LIABILITIES AND ORGANIZERS' DEFICIT
LIABILITIES
Line of credit $ 350,000
Interest payable 9,495
Accounts payable 63,488
---------
422,983
COMMITMENTS AND CONTINGENCIES - Notes 2 and 3
ORGANIZERS' DEFICIT
Preferred stock, par value $.01 per share, 10,000,000 shares
authorized, no shares issued
Common stock, par value $.01 per share, 10,000,000 shares
authorized
Additional paid-in capital 100
Retained deficit accumulated during the development stage (278,750)
---------
Total liabilities and organizers' deficit $ 144,333
=========
</TABLE>
The accompanying notes are an integral part of this financial statement.
3
<PAGE> 4
GREENVILLE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED INCEPTION THROUGH
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
EXPENSES
Salaries and payroll taxes $ 82,588 $ 151,554
Professional fees 12,000 50,000
Marketing 472 24,995
Insurance 11,771 16,492
Rent 3,200 5,600
Utilities and supplies 3,895 8,069
Interest 6,247 9,495
Other 6,468 12,545
--------- ---------
Loss before provision for income taxes (126,641) (278,750)
PROVISION FOR INCOME TAXES -- --
--------- ---------
Net loss $(126,641) $(278,750)
========= =========
</TABLE>
The accompanying notes are an integral part of this financial statement.
4
<PAGE> 5
GREENVILLE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CHANGES IN ORGANIZERS' DEFICIT
FOR THE PERIOD FROM FEBRUARY 22, 1999 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
RETAINED
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
---------------------- PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
PROCEEDS FROM THE SALE OF
STOCK TO ORGANIZERS 100 $ -- $ 100 $ -- $ 100
NET LOSS -- -- (278,750) (278,750)
----- ---------- ------ ---------- ----------
BALANCE, SEPTEMBER 30, 1999 100 $ -- $ 100 $ (278,750) $ (278,750)
===== ========== ====== ========== ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
5
<PAGE> 6
GREENVILLE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 22,1999 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<S> <C>
NET CASH USED FOR PRE-OPERATING ACTIVITIES
Net loss $(278,750)
Deferred stock offering costs (84,466)
Interest payable 9,495
Accounts payable 63,488
---------
Net cash used for pre-operating activities (290,233)
---------
INVESTING ACTIVITIES
Purchase of Property and equipment (52,835)
---------
FINANCING ACTIVITIES
Proceeds from borrowings on line of credit 350,000
Proceeds from issuance of stock to organizer 100
---------
Net cash provided by financing activities 350,100
---------
Net increase in cash
CASH AND CASH EQUIVALENTS, FEBRUARY 22, 1999
(DATE OF INCEPTION) --
---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,032
=========
</TABLE>
The accompanying notes are an integral part of this financial statement.
6
<PAGE> 7
GREENVILLE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES
GREENVILLE FIRST BANCSHARES, INC. (the "Company") is a South Carolina
corporation organized for the purpose of owning and controlling all of the
capital stock of GREENVILLE FIRST BANK (in organization) (the "Bank"). The Bank
is being organized as a national bank under the laws of the United States with
the purpose of becoming a new bank to be located in Greenville County, South
Carolina. The Company has filed a charter application with the OCC and an
application for deposit insurance with the FDIC. The company has received
preliminary approval from the OCC. Provided that the applications are timely
approved and the necessary capital is raised, it is expected that banking
operations will commence in January 2000.
The Company is a development stage enterprise as defined by Statement
of Financial Accounting Standard No. 7, "Accounting and Reporting by Development
Stage Enterprises", as it devotes substantially all its efforts to establishing
a new business. The Company's planned principal operations have not commenced
and revenue has not been recognized from the planned principal operations.
On October 29, 1999, the Company sold 1,100,000 shares of its common
stock at $10 per share. The offering raised $10,196,000 net of estimated
underwriting discounts and commissions and offering expenses. The directors and
executive offices of the Company purchased 265,900 shares of common stock at $10
per share, for a total of $2,659,000. Upon purchase of these shares, the Company
will issue stock warrants to the organizers to purchase up to an additional
129,950 shares of common stock. Additionally, the underwriter may exercise the
over-allotment option and purchase up to 165,000 additional shares of common
stock. The remaining shares will be sold through a public offering. The Company
will use $8.5 million of the proceeds to capitalize the proposed Bank. (See
subsequent event Footnote 5)
YEAR-END
The Company has adopted a fiscal year ending on December 31, effective
for the period ending December 31, 1999. A minimal amount of transactions
occurring prior to the Company's incorporation have been combined in these
financial statements for ease of presentation.
ESTIMATES
The financial statements include estimates and assumptions that affect
the Company's financial position, results of operations, and disclosure of
contingent assets and liabilities. Actual results could differ from these
estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. The Company places
its temporary cash investments with high credit quality financial institutions.
At times such investments may be in excess of the FDIC insurance limits.
7
<PAGE> 8
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, CONTINUED
DEFERRED STOCK OFFERING COSTS
Deferred stock offering costs are expenses incurred by the Company in
connection with the offering and issuance of its stock. The deferred stock
offering costs will be deducted from the Company's additional paid-in capital
after the stock offering. If the stock offering is deemed unsuccessful, all
deferred stock offering costs will be charged to operations during the period in
which the offering is deemed unsuccessful.
ORGANIZATION COSTS
Organization costs include incorporation, legal and consulting fees
incurred in connection with establishing the Company and the Bank. In accordance
with Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up
Activities," organization costs are expensed when incurred.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the financial reporting and
income tax bases of assets and liabilities. At September 30, 1999, no taxable
income has been generated and therefore, no tax provision has been included in
these financial statements.
NOTE 2 - LINE OF CREDIT
The Company has established a $600,000 line of credit with an
individual to fund operating expenses of the Company during the development
stage. The line is uncollateralized and is guaranteed by the organizers. The
line bears interest at the prime rate and expires February 28, 2000. As of
September 30, 1999, $350,000 is outstanding on this line of credit. On October
29, 1999, the Company's line of credit was repaid. (See subsequent event
Footnote 5)
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company has engaged a law firm to assist in preparing and filing
all organizational, incorporation, and bank applications and to assist in
preparing stock offering documents and consummating the Company's initial
offering. The aggregate cost of the services is expected to approximate $90,000.
Including in deferred stock offering cost at September 30, 1999 is $56,551 of
legal cost.
The Company leases temporary office space under a month-to-month
operating lease requiring monthly payments of $800. Additionally, the Company
has entered into a 12-month operating lease for a modular unit to temporarily
serve as its first commercial bank office. The lease requires monthly payments
of approximately $5,880.
8
<PAGE> 9
The Company has also entered into an operating lease for the property
of its first commercial bank office for $500 a month. Future plans are to
construct its main building on this site and to lease the building and property
for approximately $17,000 per month for 20 years.
The Company has entered into an employment agreement with its president
and chief executive officer that includes a three year compensation term, annual
bonus, incentive program, stock option plan and a one-year non-compete agreement
upon early termination.
The Company has entered into an agreement with a data processor to
provide ATM services, item processing and general ledger processing. Components
of this contract include minimum charges based on volume and include initial
setup costs of approximately $87,400.
NOTE 4 - RELATED PARTY TRANSACTIONS
One of the organizers of the Company owns the land where the Company
will lease the land and building for use as its main office (Note 3).
NOTE 5 - SUBSEQUENT EVENT
On October 29, 1999, the Company sold 1,100,000 shares of stock at
$10.00 per share. A total of approximately $10,196,000, net of underwriting
discounts, commissions and operating expenses was used to capitalize the
Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following is a discussion of the Company's financial condition as
of and for the period ended September 30, 1999. These comments should be read in
conjunction with the Company's condensed consolidated financial statements and
accompanying footnotes appearing in this report.
This report contains "forward-looking statements" relating to, without
limitation, future economic performance, plans and objectives of management for
future operations, and projections of revenues and other financial items that
are based on the beliefs of the Company's management, as well as assumptions
made by and information currently available to the Company's management. The
words "expect," "anticipate," and "believe," as well as similar expressions, are
intended to identify forward-looking statements. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements, and the Company's operating performance each quarter is subject to
various risks and uncertainties that are discussed in detail in the Company's
filings with the Securities and Exchange Commission, including the "Risk
Factors" section in the Company's Registration Statement (Registration Number
333-83851) as filed with and declared effective on October 29, 1999, by the
Securities and Exchange Commission.
9
<PAGE> 10
FINANCIAL CONDITION
The Company was organized on February 22, 1999. The Company's initial
principal activities have been related to its organization and initial public
offering, the pursuit of approvals from the Office of the Comptroller of the
Currency (the "OCC") and Federal Deposit Insurance Corporation (the "FDIC") of
its application to charter the Bank and to obtain deposit insurance, and the
pursuit of approvals from the Federal Reserve Board for the Company to acquire
control of the Bank.
At September 30, 1999, the Company had total assets of $144,333. These
assets consisted principally of cash of $7,032, deferred stock offering costs of
$84,466, and property and equipment of $52,835. Property and equipment consists
primarily of improvements to the Bank's current main office site and computer
equipment. The Company has entered into an operating lease for the property of
its first commercial bank office for $500 a month. Future plans are to construct
its main building on this site and to lease the building and property for
approximately $17,000 per month for 20 years.
The Company's liabilities at September 30, 1999 were $422,983 and
consisted of advances under a line of credit of $350,000, accounts payable of
$63,488 and accrued interest payable. The Company's line of credit was repaid on
October 29, 1999 with proceeds from the offering. The Company had an organizers'
deficit of $278,750 at September 30, 1999.
The Company had a net loss of $126,641 for the three months ended
September 30, 1999, or a pro forma net loss of $.12 per share for the three
months ended September 30, 1999 based on the actual shares of 1,100,000 which
were outstanding as a result of the offering that was completed on October 29,
1999. The Company also incurred a net loss of $278,750 from inception through
September 30, 1999, or a pro forma net loss of $.25 per share since inception
based on the actual shares of 1,100,000 which were outstanding as a result of
the offering that was completed on October 29, 1999. These losses resulted from
expenses incurred in connection with activities related to the organization of
the Company and the Bank. These activities included preparing and filing an
application with the OCC and the FDIC to charter the Bank and to obtain deposit
insurance, preparing an application with the Federal Reserve Board for approval
of the Company to acquire the stock of the Bank, responding to questions and
providing additional information to the OCC, the FDIC, and the Federal Reserve
Board in connection with the application process, preparing a prospectus and
filing a registration statement with the Securities and Exchange Commission (the
"SEC"), selling the Company's common stock, meetings and discussions among
various organizers regarding various preopening issues, hiring qualified
personnel to work for the Bank, conducting public relations activities on behalf
of the Bank, developing prospective business contacts for the Bank and the
Company, and taking other actions necessary for a successful bank opening.
Because the Company was in the organization stage, it had no operations from
which to generate revenues.
On October 29, 1999, a total of $10,196,000 was used to capitalize the
Company. Of this amount, $8,500,000 is expected to be used to capitalize the
Bank and the remainder will be used to pay organization expenses of the Company
and provide working capital, including additional future capital for investment
in the Bank, if needed. The Company believes this amount will be sufficient to
fund the activities of the Bank in its initial stages of operations, and that
the Bank will generate sufficient income from operations to fund its activities
on an ongoing basis. For purposes of its charter application with the OCC, the
organizers estimated the Company's deficit when the Bank opens to be
approximately $500,000, although the actual deficit may be significantly higher
or lower. The Company believes that income from the operations of the Bank will
be sufficient to fund the
10
<PAGE> 11
activities of the Company on an ongoing basis; however, there can be no
assurance that either the Bank or the Company will achieve any particular level
of profitability.
CAPABILITY OF DATA PROCESSING SOFTWARE TO ACCOMMODATE THE YEAR 2000
Like many financial institutions, we rely upon computers for the daily
conduct of our business and for information systems processing. There is concern
among industry experts that on January 1, 2000, computers will be unable to
"read" the new year and there may be widespread computer malfunctions. In June
1996, the Federal Financial Institutions Examination Council alerted the banking
industry that serious challenges could be encountered with Year 2000 issues. In
addition, the OCC and the FDIC have issued guidelines to require compliance with
Year 2000 issues. In accordance with these guidelines, we have developed and are
executing a plan to ensure that our computer and telecommunication systems do
not have these Year 2000 problems. We generally rely on software and hardware
developed by independent third parties for our information systems. We are a new
company and therefore, despite our reliance upon third parties for many of our
information systems, we believe that by following the procedures that are
outlined below, we have the ability to minimize our Year 2000 risk.
We have entered into an agreement with Intercept Group to provide our
mission critical hardware and software and to perform all overnight processing
and reconciliation of our daily transaction data. Intercept Group is a
well-established company that provides similar systems and services to hundreds
of financial institutions in the United States. Intercept Group has completed
testing the system we will be using with generic data which has been
artificially "aged" to simulate all critical Year 2000 related dates. Banking
regulators have approved this type of testing as a valid means of testing. We
have reviewed these tests and are satisfied that the system tested is similar to
ours and that the Intercept Group system did not encounter any Year 2000
problems. We therefore do not expect to encounter any Year 2000 issues in the
Intercept Group system. Our agreements with Intercept Group include warranties
that their system is Year 2000 compliant in all respects, although the remedies
available under such agreements are limited and specifically exclude special,
incidental, indirect, and consequential damages.
We will require all other significant vendors to provide similar test
results and warranties regarding Year 2000 compliance. Because we have chosen
our information systems and software with the Year 2000 in mind, we do not
believe we will have any significant expenses associated with Year 2000 issues.
Since the Company does not anticipate making loans until after January
1, 2000, we do not anticipate that we incur losses related to future loan
customers that may encounter Year 2000 problems.
Most Likely Consequences of Year 2000 Problems. We expect to identify
and resolve all Year 2000 problems that could materially adversely affect our
business. However, we believe that it is not possible to determine with complete
certainty that we have identified and corrected all Year 2000 problems. The
number of devices that could be affected and the interactions among these
devices are simply too numerous. In addition, we cannot accurately predict how
many failures related to the Year 2000 problem will occur with our suppliers,
customers, or other third parties or the severity, duration, or financial
consequences of such failures. As a result any such failures could result in
delaying the expected opening date of the bank.
11
<PAGE> 12
Additionally, there may be a higher than usual demand for liquidity
immediately prior to the century change due to deposit withdrawals by customers
concerned about Year 2000 issues. Because we have not accepted any deposits nor
plan to accept any deposits prior to December 31, 1999, we do not expect
liquidity to be a problem.
Contingency Plans. We have developed contingency plans to be
implemented as part of our efforts to identify and correct any Year 2000
problems affecting our internal systems. Depending on the systems affected,
these plans include (a) accelerated replacement of affected equipment or
software; (b) short term use of backup equipment and software; (c) increased
work hours for our personnel or use of contract personnel to correct, on an
accelerated schedule, any Year 2000 problems which arise; and (d) other similar
approaches. If we are required to implement any of these contingency plans,
these plans could have a material adverse effect on our business.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company
is a party or of which any of their property is the subject.
ITEM 2. CHANGES IN SECURITIES
(a) Not applicable
(b) Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 13, 1999, the sole shareholder of the Company at that time,
R. Arthur Seaver, Jr., approved the Amended and Restated Articles of
Incorporation that amended the original Articles of Incorporation of Greenville
First Bancshares filed March 29, 1999, and they were filed with the Secretary of
State of South Carolina on July 16, 1999.
ITEM 5. OTHER INFORMATION
On November 4, 1999, the U.S. Senate and House of Representatives each
passed the Gramm-Leach-Bliley Act, previously known as the Financial Services
Modernization Act of 1999. The Act is was signed into law by President Clinton
on November 12, 1999. Among other things, the Act repeals the restrictions on
banks affiliating with securities firms contained in sections 20 and 32 of the
Glass-Steagall Act. The Act also permits bank holding companies to engage in a
statutorily provided list of financial activities, including insurance and
securities underwriting and agency activities, merchant banking, and insurance
company portfolio investment activities. The Act also authorizes activities that
are "complementary" to financial activities.
The Act is intended to grant to community banks certain powers as a
matter of right that larger institutions have accumulated on an ad hoc basis.
Nevertheless, the Act may have the result of increasing the amount of
competition that the Company faces from larger institutions and other types of
companies. In fact, it is not possible to predict the full effect that the Act
will have on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27- Financial Data Schedule (for SEC use only)
(b) Not applicable
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GREENVILLE FIRST BANCSHARES, INC.
Date: November 30, 1999 By: /s/ R. Arthur Seaver, Jr.
- ----------------------------- ---------------------------------
Arthur Seaver, Jr.
Chief Executive Officer
Date: November 30, 1999 By: /s/ James M. Austin, III
- ------------------------------ ---------------------------------
James M. Austin, III
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FINANCIAL STATEMENTS OF GREENVILLE FIRST BANCSHARES, INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH REGISTRATION STATEMENT ON FORM SB-2
ORIGINALLY FILED ON JUNE 27, 1999, FILE NO. 333-8385.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> FEB-02-1999
<PERIOD-END> SEP-30-1999
<CASH> 7,032
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 144,333
<DEPOSITS> 0
<SHORT-TERM> 350,000
<LIABILITIES-OTHER> 72,983
<LONG-TERM> 0
0
0
<COMMON> 100
<OTHER-SE> (278,750)
<TOTAL-LIABILITIES-AND-EQUITY> 144,333
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 9,495
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> (269,255)
<INCOME-PRETAX> (278,750)
<INCOME-PRE-EXTRAORDINARY> (278,750)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (278,750)
<EPS-BASIC> (27,875)
<EPS-DILUTED> (27,875)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
