FIRST FINANCIAL BANKSHARES INC
10-Q, 2000-11-13
STATE COMMERCIAL BANKS
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                                    FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2000

                                       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 0-7674

                        FIRST FINANCIAL BANKSHARES, INC.
                        --------------------------------
             (Exact name of registrant as Specified in its charter)

                Texas                                     75-0944023
------------------------------------------------   ---------------------
(State or other jurisdiction of incorporation        (I.R.S. Employer
            or organization)                         Identification No.)

                      400 Pine Street, Abilene, Texas 79601
                    (Address of principal executive offices)
                                   (Zip Code)

                                  (915)627-7155
              (Registrant's telephone number, including area code)

                                    NO CHANGE
         (Former name, former address and former 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 .

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of November 7, 2000.

               Class                         Number of Shares Outstanding
----------------------------------------   ---------------------------------
Common Stock, Par Value $10.00 Per Share             9,873,053


<PAGE>


                                TABLE OF CONTENTS

                                     PART I


                              FINANCIAL INFORMATION

    Item                                                                    Page
    ----                                                                    ----




      1.     Consolidated Financial Statements and Notes to Consolidated
              Financial Statements                                            3


      2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             10


      3.     Quantitative and Qualitative Disclosures About Market Risk      12


             Signatures                                                      13

                                      -2-


<PAGE>

                                     PART I


                              FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements.

The consolidated balance sheets of First Financial Bankshares, Inc. at September
30, 2000 and 1999,  and December 31, 1999,  and the  consolidated  statements of
earnings  and  comprehensive  earnings  for the  three  and  nine  months  ended
September  30, 2000 and 1999,  and the changes in  shareholders'  equity for the
year ended  December 31, 1999 and nine months ended  September 30, 2000, and the
cash flows for the nine months  ended  September  30,  2000 and 1999,  follow on
pages 4 through 8.

                                      -3-


<PAGE>


                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                         September 30,
                                                            ----------------------------------------
                                                                   2000                                   December 31,
                                                               (Unaudited)               1999                 1999
                                                            ------------------   -------------------  -------------------
<S>                                                         <C>                  <C>                  <C>
ASSETS
    Cash and due from banks                                 $       75,752,498   $        82,204,955  $       119,228,650
    Federal funds sold                                              28,988,293            70,311,142           68,741,408
                                                            ------------------   -------------------  -------------------
       Cash and cash equivalents                                   104,740,791           152,516,097          187,970,058

    Interest-bearing deposits in banks                                 104,268               104,034                4,080
    Investment securities:
       Securities held-to-maturity (market value of
       $411,316,933 and $425,846,817 at September 30, 2000
       and 1999, and $414,407,070 at December 31, 1999)            415,406,190           446,222,676          422,362,918
       Securities available-for-sale, at market value              256,358,817           211,588,088          233,854,837
                                                            ------------------   -------------------  -------------------
                  Total investment securities                      671,765,007           657,810,764          656,217,755

    Loans                                                          841,836,075           796,606,220          797,275,325
        Less:       Allowance for loan losses                        9,516,300             8,875,789            8,937,542
                                                            ------------------   -------------------  -------------------
    Net loans                                                      832,319,775           787,730,431          788,337,783

    Bank premises and equipment, net                                40,383,912            41,227,336           41,536,094
    Goodwill, net                                                   18,925,646            20,567,013           20,156,671
    Other assets                                                    28,731,925            27,519,366           29,146,756
                                                            ------------------   -------------------  -------------------

TOTAL ASSETS                                                $    1,696,971,324   $     1,687,475,041  $     1,723,369,197
                                                            ==================   ===================  ===================

LIABILITIES
    Noninterest-bearing deposits                            $      326,949,272   $       311,522,602  $       340,513,737
    Interest-bearing deposits                                    1,142,383,096         1,172,110,668        1,184,190,709
                                                            ------------------   -------------------  -------------------
       Total deposits                                            1,469,332,368         1,483,633,270        1,524,704,446

    Dividends payable                                                3,267,050             2,740,791            2,992,292
    Securities sold under agreements to repurchase                  25,831,099            11,149,531            9,637,734
    Other liabilities                                                9,054,014            13,351,063            7,371,782
                                                            ------------------   -------------------  -------------------

       Total liabilities                                         1,507,484,531         1,510,874,655        1,544,706,254
                                                            ------------------   -------------------  -------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Common stock - $10 par value; authorized 20,000,000
       shares; 9,977,153 issued and 9,877,653 outstanding
       at September 30, 2000.  9,966,501 and 9,974,306
       shares issued and outstanding at September 30, 1999
       and December 31, 1999, respectively                          99,771,530            99,665,010           99,743,060
    Capital surplus                                                 60,541,892            60,450,072           60,517,351
    Retained earnings                                               34,030,917            18,929,102           22,495,259
    Unrealized loss on investment securities
       available-for-sale, net                                      (1,764,327)           (2,443,798)          (4,092,727)
    Treasury stock, at cost (99,500 shares)                         (3,093,219)                 -                    -
                                                            ------------------   -------------------  -------------------

       Total shareholders' equity                                  189,486,793           176,600,386          178,662,943
                                                            ------------------   -------------------  -------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $    1,696,971,324   $     1,687,475,041  $     1,723,369,197
                                                            ==================   ===================  ===================

See notes to consolidated financial statements.

</TABLE>
                                                                    -4-


<PAGE>


                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF EARNINGS - (UNAUDITED)

<TABLE>
<CAPTION>

                                                     Three Months Ended                     Nine Months Ended
                                                         September 30,                          September 30,
                                               ----------------------------------     ----------------------------------
                                                     2000                1999               2000               1999
                                               ---------------    ---------------     ---------------    ---------------
<S>                                            <C>                <C>                 <C>                <C>
INTEREST INCOME
    Interest and fees on loans                 $    19,440,985    $    17,284,513     $    55,449,284    $    50,955,770
    Interest on investment securities:
       Taxable                                       8,457,372          8,090,321          25,188,990         23,969,656
       Exempt from federal income tax                1,451,133          1,199,480           4,282,321          3,442,079
    Interest on federal funds sold and
       interest-bearing deposits in banks              498,866          1,117,707           2,354,856          3,492,741
                                               ---------------    ---------------     ---------------    ---------------
    Total interest income                           29,848,356         27,692,021          87,275,451         81,860,246

INTEREST EXPENSE
    Interest-bearing deposits                       12,187,427         10,749,505          34,839,534         32,092,964
    Other                                              306,330             83,393             677,165            121,614
                                               ---------------    ---------------     ---------------    ---------------
    Total interest expense                          12,493,757         10,832,898          35,516,699         32,214,578
                                               ---------------    ---------------     ---------------    ---------------

NET INTEREST INCOME                                 17,354,599         16,859,123          51,758,752         49,645,668
    Provision for loan losses                          426,000            485,833           1,586,250          1,263,833
                                               ---------------    ---------------     ---------------    ---------------

NET INTEREST INCOME AFTER
    PROVISION FOR LOAN LOSSES                       16,928,599         16,373,290          50,172,502         48,381,835

NONINTEREST INCOME
    Trust department income                          1,376,699          1,284,141           4,120,221          3,784,549
    Service fees on deposit accounts                 3,561,381          3,431,179          10,492,613          9,841,763
    ATM fees                                           407,815            326,314           1,122,289            903,384
    Real estate mortgage fees                          298,642            306,516             794,452          1,018,238
    Other                                              805,302            757,655           2,649,167          2,719,031
                                               ---------------    ---------------     ---------------    ---------------
    Total noninterest income                         6,449,839          6,105,805          19,178,742         18,266,965

NONINTEREST EXPENSE
    Salaries and employee benefits                   6,718,219          6,743,269          20,343,732         20,259,176
    Net occupancy expense                              903,012            959,242           2,673,285          2,909,192
    Equipment expense                                1,045,528          1,040,141           3,119,065          3,075,185
    Goodwill amortization                              410,341            410,343           1,231,026          1,231,265
    Other expenses                                   3,852,420          3,860,527          11,425,759         11,388,463
                                               ---------------    ---------------     ---------------    ---------------
    Total noninterest expense                       12,929,520         13,013,522          38,792,867         38,863,281
                                               ---------------    ---------------     ---------------    ---------------

EARNINGS BEFORE INCOME TAXES                        10,448,918          9,465,573          30,558,377         27,785,519
    Income tax expense                               3,236,767          2,932,389           9,471,147          8,653,427
                                               ---------------    ---------------     ---------------    ---------------

NET EARNINGS                                   $     7,212,151    $     6,533,184     $    21,087,230    $    19,132,092
                                               ===============    ===============     ===============    ===============


EARNINGS PER SHARE, BASIC                      $          0.73    $          0.66     $          2.12    $          1.92

EARNINGS PER SHARE, ASSUMING DILUTION          $          0.72    $          0.65     $          2.11    $          1.91

DIVIDENDS PER SHARE                            $          0.33    $         0.275     $          0.96    $         0.825


See notes to consolidated financial statements.

</TABLE>
                                                                          -5-


<PAGE>


                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - (UNAUDITED)

<TABLE>
<CAPTION>

                                                              Three Months Ended                        Nine Months Ended
                                                                 September 30,                             September 30,
                                                      -----------------------------------        ----------------------------------
                                                            2000               1999                   2000               1999
                                                      ---------------     ---------------        ---------------  -----------------
<S>                                                   <C>                 <C>                    <C>              <C>
NET EARNINGS                                          $     7,212,151     $     6,533,184        $    21,087,230  $      19,132,092

OTHER ITEMS OF COMPREHENSIVE EARNINGS

   Change in unrealized gain (loss) on investment
   securities available-for-sale, before income taxes       3,413,992            (571,464)             3,582,154         (6,116,231)
                                                      ---------------     ---------------        ---------------  -----------------

      Total other items of comprehensive earnings           3,413,992            (571,464)             3,582,154         (6,116,231)
                                                      ---------------     ---------------        ---------------  -----------------

OTHER COMPREHENSIVE EARNINGS, BEFORE INCOME TAXES          10,626,143           5,961,720             24,669,384         13,015,861

   Income tax expense (benefit) related to other
   items of comprehensive earnings                          1,194,897            (200,012)             1,253,754         (2,140,681)
                                                      ---------------     ---------------        ---------------  -----------------


COMPREHENSIVE EARNINGS                                $     9,431,246     $     6,161,732        $    23,415,630  $      15,156,542
                                                      ===============     ===============        ===============  =================

See notes to consolidated financial statements.

</TABLE>
                                       -6-


<PAGE>


                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                            Unrealized
                                                                                         Gain (Loss) on
                                                                                            Investment
                                              Common Stock                                  Securities                     Total
                                         ----------------------    Capital      Retained     Available    Treasury     Shareholders'
                                           Shares      Amount      Surplus      Earnings  For Sale, Net Stock, at cost    Equity
                                         ---------   ----------   ----------   ----------    ---------   -----------    -----------
<S>                                      <C>       <C>          <C>          <C>          <C>           <C>           <C>
Balances at December 31, 1998            9,952,683 $ 99,526,830 $ 60,375,373 $  8,015,303 $  1,531,752  $          -  $ 169,449,258

     Net earnings                                -            -            -   25,690,541            -             -     25,690,541

     Stock issuances                        21,623      216,230      141,978            -            -             -        358,208

     Cash dividends declared,
        $1.125 per share                         -            -            -  (11,210,585)           -             -    (11,210,585)

     Change in unrealized gain (loss)
        on investment securities
        available-for-sale, net                  -            -            -            -   (5,624,479)            -     (5,624,479)
                                         ---------   ----------   ----------   ----------    ---------   -----------    -----------

Balances at December 31, 1999            9,974,306   99,743,060   60,517,351   22,495,259   (4,092,727)            -    178,662,943

      Net earnings                               -            -            -   21,087,230            -             -     21,087,230

      Stock issuances                        2,847       28,470       24,541            -            -             -         53,011

      Cash dividends declared,
         $.93 per share                          -            -            -   (9,551,572)           -             -     (9,551,572)

      Acquisition of treasury stock              -            -            -            -            -    (3,093,219)    (3,093,219)

      Change in unrealized gain (loss)
         on investment securities
         available-for-sale, net                 -            -            -            -    2,328,400             -      2,328,400
                                         ---------   ----------   ----------   ----------    ---------   -----------    -----------


Balances at September 30,2000
 (unaudited)                             9,977,153 $ 99,771,530 $ 60,541,892 $ 34,030,917 $ (1,764,327) $ (3,093,219) $ 189,486,793
                                         =========   ==========   ==========   ==========    =========   ===========    ===========

See notes to consolidated financial statements.

</TABLE>

                                       -7-


<PAGE>


                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                               Nine Months Ended
                                                                                                  September 30,
                                                                                      ------------------------------------
                                                                                              2000               1999
                                                                                      -----------------  -----------------
<S>                                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings                                                                     $      21,087,230  $      19,132,093
     Adjustments to reconcile net earnings to
     net cash provided by operating activities:
           Depreciation and amortization                                                      4,306,211          4,474,536
           Provision for loan losses                                                          1,586,250          1,263,833
           Premium amortization, net of discount accretion                                    1,344,389          2,247,843
           Gain on sale of  assets                                                               (5,694)          (259,005)
           Deferred federal income tax benefit                                                 (374,435)          (201,700)
           (Increase) decrease in other assets                                                 (484,229)           220,541
           Increase in other liabilities                                                      1,682,232          1,112,933
                                                                                      -----------------  -----------------
               Total adjustments                                                              8,054,724          8,858,981
                                                                                      -----------------  -----------------
         Net cash provided by operating activities                                           29,141,954         27,991,074

CASH FLOWS FROM INVESTING ACTIVITIES
     Net (decrease) increase in interest-bearing deposits in banks                             (100,188)            99,877
     Activity in available-for-sale securities:
         Maturities                                                                           9,602,976         31,409,193
         Purchases                                                                          (28,869,707)       (54,738,022)
     Activity in held-to-maturity securities:
         Maturities                                                                          63,600,687         88,072,762
         Purchases                                                                          (57,643,443)      (105,027,903)
     Net increase in loans                                                                  (45,838,881)       (18,678,881)
     Capital expenditures                                                                    (2,009,332)        (2,908,108)
     Proceeds from sale of assets                                                               382,402          1,408,421
                                                                                      -----------------  -----------------
         Net cash used in investing activities                                              (60,875,486)       (60,362,661)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net decrease in noninterest-bearing deposits                                           (13,564,465)       (23,196,530)
     Net (decrease) increase in interest-bearing deposits                                   (41,807,613)         1,973,960
     Net increase in securities sold under agreements to repurchase                          16,193,365         13,782,573
     Common stock transactions:
         Acquisition of treasury stock                                                       (3,093,219)                 -
         Proceeds from stock issuances                                                           53,011            212,879
     Dividends paid                                                                          (9,276,814)        (8,214,192)
                                                                                      -----------------  -----------------
         Net cash used in financing activities                                              (51,495,735)       (15,441,310)
                                                                                      -----------------  -----------------

     Net decrease in cash and cash equivalents                                              (83,229,267)       (47,812,897)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                              187,970,058        200,328,994
                                                                                      -----------------  -----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $     104,740,791  $     152,516,097
                                                                                      =================  =================

SUPPLEMENTAL INFORMATION AND NONCASH TRANSACTIONS
     Interest paid                                                                    $      35,193,198  $      32,700,315
     Federal income tax paid                                                                  9,884,787          9,125,971
     Assets acquired through foreclosure                                                        270,639            370,791


See notes to consolidated financial statements.

</TABLE>
                                                                  -8-


<PAGE>


                FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 - Basis of Presentation

    In the opinion of management,  the consolidated financial statements reflect
    all adjustments necessary for a fair presentation of the Company's financial
    position  and  results  of  operations.  All  adjustments  were of a  normal
    recurring  nature.  However,  the results of operations  for the nine months
    ended September 30, 2000 are not necessarily indicative of the results to be
    expected for the year ended December 31, 2000.

Note 2 - Earnings Per Share

    Basic earnings per common share is computed by dividing net income available
    to common  shareholders by the weighted average number of shares outstanding
    during the period.  In computing  diluted  earnings per common share for the
    quarters  ended  September 30, 2000 and 1999,  the Company  assumes that all
    outstanding  options to purchase  common  stock have been  exercised  at the
    beginning of the year (or time of issuance,  if later).  The dilutive effect
    of the outstanding options is reflected by application of the treasury stock
    method,  whereby the proceeds from the  exercised  options are assumed to be
    used to  purchase  common  stock at the  average  market  price  during  the
    respective  period.  The weighted average common shares  outstanding used in
    computing  basic earnings per common share for the quarters ended  September
    30, 2000 and 1999, were 9,946,303 and 9,963,747  shares,  respectively.  The
    weighted average common shares  outstanding used in computing basic earnings
    per share for the nine-month periods ended September 30, 2000 and 1999, were
    9,965,029 and 9,958,714  shares,  respectively.  The weighted average common
    shares  outstanding used in computing  diluted earnings per common share for
    the  quarters  ended  September  30,  2000  and  1999,  were  9,971,610  and
    10,000,578  shares,   respectively.   The  weighted  average  common  shares
    outstanding  used in  computing  diluted  earnings  per common share for the
    nine-month  periods ended  September 30, 2000 and 1999,  were  9,994,068 and
    10,002,115 shares, respectively.

Note 3 - Stock Repurchase

    On July 25, 2000, the Company approved a stock repurchase plan,  authorizing
    the repurchase of up to 500,000 shares of the Company's common stock. During
    the three months ended  September 30, 2000, the Company  repurchased  99,500
    shares  of  its  common  stock.  The  treasury  shares  were  purchased  for
    $3,093,219 which represents an average purchase price of $31.09 per share.

                                      -9-


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Operating Results
-----------------

For the nine months ended  September 30, 2000, the Company's net income amounted
to $21.1 million,  or $2.12 per basic share.  For the same period last year, net
income amounted to $19.1 million,  or $1.92 per basic share. The increase in net
income for 2000  resulted  primarily  from higher net  interest  income,  higher
service fees and improved  operating  efficiency.  Return on average  assets and
return on average equity for the nine months ended September 30, 2000,  amounted
to 1.67 percent and 15.46 percent, respectively. The Company's return on average
assets and return on average  equity for the same period  last year  amounted to
1.53 percent and 14.88 percent,  respectively.  Net income for the third quarter
2000  totaled  $7.2  million,  or $0.73 per basic  share,  as  compared  to $6.5
million, or $0.66 per basic share, earned in the third quarter of 1999.

Net  interest  income  on a  tax-equivalent  basis  for the  nine  months  ended
September  30, 2000,  amounted to $53.8  million,  up $2.5 million from the same
period last year. The improvement in net interest income resulted primarily from
growth in average  loans.  For the first nine months of 2000,  the Company's net
interest margin was 4.69 percent as compared to 4.54 percent for the same period
in 1999. Net interest income on a tax-equivalent  basis for the third quarter of
2000  amounted to $18.1  million,  an increase of $612  thousand  over the third
quarter of 1999.

For the nine months ended  September  30, 2000,  the  provision  for loan losses
amounted to $1.6  million as  compared to $1.3  million for the same period last
year. Net charge offs for the nine months ended September 30, 2000, totaled $497
thousand,  which on an annualized basis amounted to .17 percent of average loans
as compared to .27 percent for the full year of 1999. At September 30, 2000, the
allowance  for loan  losses  was 1.13  percent  of loans and was  considered  by
Management to be adequate. For the third quarter of 2000, the provision for loan
losses was $426  thousand as compared to $486  thousand for the third quarter in
1999.  Nonperforming  assets at September 30, 2000 amounted to $2.4 million,  or
 .29 percent of loans and  foreclosed  assets,  as  compared  to $2.1  million at
December  31, 1999 and $2.7 million at  September  30, 1999.  During the current
quarter  nonperforming  assets  increased  $800 thousand which was primarily the
result  of  one  agricultural   related  credit  relationship  being  placed  on
nonaccrual status. At September 30, 2000, the allowance for loan losses amounted
to 478 percent of nonperforming loans.  Management considers total nonperforming
assets to be at a manageable level.

Total noninterest income for the nine months ended September 30, 2000,  amounted
to $19.2 million as compared to $18.3 million for the same period last year. The
increase resulted primarily from a $336 thousand, or an 8.9 percent, increase in
trust fees and a $651  thousand,  or a 6.6 percent,  increase in service fees on
deposit accounts.  The improvement in these areas resulted primarily from growth
in the number of accounts and volume of transactions.  For the nine months ended
September  30, 2000,  real estate  mortgage  fees  amounted to $794  thousand as
compared to $1.0 million for the same period last year. The decrease  represents
a decline in the volume of new  mortgage  and  refinancing  transactions  during
2000.  For the nine months ended  September 30, 2000,  ATM fees amounted to $1.1
million  as  compared  to $903  thousand  for the same  period  last  year.  The
improvement  reflects  an  increase in the volume of  automatic  teller  machine
transactions.  On a combined basis,  all other  noninterest  income for the nine
months ended  September 30, 2000,  amounted to $2.6 million,  slightly below the
total reported for the same period last year.  Noninterest  income for the third
quarter 2000  amounted to $6.4 million as compared to $6.1 million  reported for
the third  quarter  1999.  For the third  quarter  2000,  trust fees were up $93
thousand and service fees on deposit  accounts  were up $130  thousand  over the
third quarter 1999 amounts. Real estate mortgage fees for the third quarter 2000
amounted to $298  thousand as compared to $307 thousand for the third quarter in
1999.  ATM fees for the third quarter 2000 amounted to $408 thousand as compared
to $326 thousand for the third quarter 1999.  Other  noninterest  income totaled
$805 thousand for the third quarter of 2000 as compared to $757 thousand for the
third quarter of 1999.

                                      -10-


<PAGE>


Noninterest  expense for the nine months ended September 30, 2000, totaled $38.8
million as compared to $38.9 million for the same period last year. Year-to-date
totals  for most  noninterest  expense  categories  remain  near the prior  year
amounts.  The Company's efficiency ratio for the nine months ended September 30,
2000, improved to 53.14 percent as compared to 55.86 percent for the same period
last year. For the third quarter 2000 noninterest  expense totaled $12.9 million
as compared to $13.0 million for the third quarter last year.

Balance Sheet Review
--------------------

Total assets at September  30, 2000,  amounted to $1.697  billion as compared to
$1.723  billion at December 31, 1999,  and $1.687 billion at September 30, 1999.
The decrease in total assets since year-end 1999 is attributable  primarily to a
reduction  in total  deposits.  The  balance  sheets  presented  reflect  normal
recurring adjustments and accruals.

Investment securities at September 30, 2000, totaled $672 million as compared to
$656 million at December 31, 1999.  The increase was funded  through a reduction
in cash  and cash  equivalents.  The net  unrealized  loss in the  portfolio  at
September  30, 2000,  amounted to $6.8  million.  With an overall  yield of 6.37
percent, the investment  portfolio continues to provide a positive  contribution
to the Company's  earnings.  At September 30, 2000, the Company did not hold any
CMOs that entail higher risks than standard mortgage-backed securities.

Loans at September 30, 2000, totaled $842 million as compared to $797 million at
year-end  1999.  As compared to year-end  1999,  loans at  September  30,  2000,
reflect (i) a $9.4 million  increase in  commercial  loans;  (ii) a $2.7 million
increase in agricultural  loans;  (iii) a $35.1 million  increase in real estate
loans; and (iv) a $2.2 million decrease in consumer loans.

Total  deposits at  September  30,  2000,  totaled  $1.469  billion and were $56
million  below the  year-end  1999 total of $1.525  billion.  Approximately  $15
million of the 2000 deposit reduction was retained through repurchase  agreement
transactions.  The ratio of noninterest-bearing  deposits at September 30, 2000,
amounted to 22.3 percent and was  unchanged  from the year-end  1999 ratio.  The
ratio of loans to deposits at September  30,  2000,  amounted to 57.3 percent as
compared to 52.3 percent at year-end 1999. The Company's loan growth during 2000
has been funded primarily  through  reduction in cash and cash equivalents which
eliminated to some extent the need to increase rates during the current  quarter
in order to retain interest-bearing deposits.

Liquidity and Capital
---------------------

The Company's  consolidated  statements of cash flows are presented on page 8 of
this report.  At September 30, 2000, the parent company had no debt  outstanding
under its $25 million line of credit with an unaffiliated financial institution.
Total equity capital amounted to $189.5 million at September 30, 2000, which was
up from $178.7 million at year-end 1999.  The Company's  risk-based  capital and
leverage  ratios at September 30, 2000,  were 18.93  percent and 10.39  percent,
respectively.  The third  quarter 2000 cash  dividend of $0.33 per share totaled
$3.3 million and represented 45.3 percent of third quarter earnings.  On October
24, 2000, the Company  declared a $0.33 per share cash dividend  payable January
2, 2001. During the third quarter 2000, the Company  implemented a stock buyback
plan and as of September 30, 2000, has acquired 99,500 shares at an average cost
of $31.09 per share.  The program provides for the acquisition of 500,000 shares
and expires December 31, 2002.

                                      -11-


<PAGE>


Interest Rate Risk
------------------

Interest  rate  risk  results  when  the  maturity  or  repricing  intervals  of
interest-earning  assets and  interest-bearing  liabilities  are different.  The
Company's  exposure  to  interest  rate risk is managed  primarily  through  the
Company's strategy of selecting the types and terms of  interest-earning  assets
and  interest-bearing  liabilities  which  generate  favorable  earnings,  while
limiting the potential negative effects of changes in market interest rates. The
Company uses no off-balance-sheet  financial instruments to manage interest rate
risk.  Each  subsidiary  bank has an  asset/liability  committee  which monitors
interest rate risk and compliance with investment policies. Interest-sensitivity
gap and simulation  analysis are among the ways that the subsidiary  banks track
interest rate risk.  Since year-end 1999,  there has been no material  change in
the Company's interest rate risk.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Management  considers interest rate risk to be a significant market risk for the
Company.  See  "Item 2 -  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations" for disclosure  regarding this market risk.
The Company has  procedures to monitor  market risk and has  determined  that no
material changes in market risk have occurred since December 31, 1999.

                                      -12-


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  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.





                                                FIRST FINANCIAL BANKSHARES, INC.


Date: November 10, 2000                   By:/S/CURTIS R. HARVEY
      -----------------                      -----------------------------------
                                             Curtis R. Harvey
                                             Executive Vice President and
                                             Chief Financial Officer



Date: November 10, 2000                   By:/S/SANDY LESTER
      -----------------                      -----------------------------------
                                             Sandy Lester
                                             Secretary-Treasurer

                                      -13-

<PAGE>


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