FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period of ____________ to ____________
Commission file number 33-94288
THE FIRST BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)
MISSISSIPPI 64-0862173
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6424 U.S. Highway 98 West
Suite A
Hattiesburg, MS 39402
(Address of Principal (Zip Code)
executive offices)
(601) 268 - 8998
(Registrant's telephone number, including area code)
Not Applicable
(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, 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 issuer's classes of common
stock, as of the latest practicable date.
Shares Outstanding at
Class of Common Stock April 30, 1996
$1 par value
Transitional small business disclosure format (check one): Yes NO X
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THE FIRST BANCSHARES, INC.
FORM 10-QSB
INDEX
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Page
Part I. Financial Information Number
<S> <C>
Item 1. Financial Statement (Unaudited)
Condensed Balance Sheet - March 31, 1996 3
Condensed Statement of Operations for the Period
January 1, 1996 to March 31, 1996 4
Condensed Statement of Cash Flows for the Period
January 1, 1996 to March 31, 1996 5
Item 2. Management's Discussion and Analysis or Plan
of Operations 6
Part II. Other Information
Item 6. Exhibits and Reports on form 8-K 7 - 8
Signatures
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THE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
MARCH 31, 1996
(UNAUDITED)
<CAPTION>
ASSETS
<S> <C>
Cash $5,618,853
Deposits on Land 31,125
Fixed Assets 184,668
Organization Costs 73,580
Deferred Registration Costs 30,930
$5,939,156
========
LIABILITIES AND SHAREHOLDER'S DEFICIT
LIABILITIES
Accounts payable and accrued expenses $ 15,900
Note payable bank 100
$ 16,000
SHAREHOLDER'S DEFICIT
Common stock par value $1 per share;
10,000,000 shares authorized;
611,018 shares issued and outstanding $ 611,018
Preferred stock par value $1 per share;
10,000,000 shares authorized;
no shares issued and outstanding $ 0
Additional paid in capital $ 5,499,162
Deficit accumulated during the pre-opening stage ($ 199,910)
Current period profits $ 12,886
$ 5,939,156
=========
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<TABLE>
THE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1996 TO MARCH 31, 1996
(UNAUDITED)
<CAPTION>
REVENUE
<S> <C>
Interest Income $97,682
======
EXPENSES
Salaries and employee benefits $52,738
Professional fees and expenses 2,815
Administrative and other costs 29,243
$84,796
Net Income $12,886
======
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<TABLE>
THE FIRST BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1996 TO MARCH 31, 1996
(UNAUDITED)
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net Profit $ 12,886
Adjustment to reconcile net profit to net cash used in
operating activities:
Increase in accounts payable and accrued expenses $ 5,772
Net cash used in operating activities $ 18,658
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of premises and equipment ($ 67,449)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of Common Stock $6,110,080
Payments on Debt Obligations ($ 441,850)
Increase in organizational and deferred
registration costs ($ 1,147)
Net cash from financing activities $5,667,083
Net increase in cash and cash equivalents $5,618,292
Cash and cash equivalents at beginning of period $ 561
Cash and cash equivalents at end of period $5,618,853
========
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Item 2. Management's Discussion and Analysis or Plan of Operation
The Company was organized on June 23, 1996 (the "Inception Date"). since the
Inception Date, the Company's principal activities have related to its
organization, the conducting of its initial public offering, and pursuit of
approval from the Office of the Comptroller of the Currency ("OCC") for its
application to charter its subsidiary bank, The First National Bank of
Mississippi (the "Bank").
At March 31, 1996, the company had total assets of $5,939,156 consisting
principally of cash and cash equivalents of $5,618,853, Deposits on Land of
$31,125, Fixed Assets of $184,668, Organization Costs of $73,580, and
Deferred Registration Costs of $30,930. The Organization Costs related to
the organization of the Company and the Bank have been capitalized and will
be amortized over five years. Deferred Registration Costs will be deducted
from paid in capital upon completion of the stock offering.
The Company's liabilities at March 31, 1996 were $16,000 consisting
primarily of accounts payable. The Company had capital of $5,923,156 with
current period profits of $12,886. Revenues are derived from investments
acquired with the funds generated through the stock offering.
The Company intends to devote the remainder of this fiscal year to the
completion of the stock offering, completing the organization of the Bank and
one branch facility, and organizing and developing the other business
activities of the Company. These organizational activities will include,
with respect to the Bank, completing all steps required for final approval
from the OCC for the Bank to open for business, hiring qualified personnel to
work in various offices of the Bank, conducting public relations activities on
behalf of the Bank, developing business contacts for the Bank and the
Company, and taking other actions necessary for a successful bank opening.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material legal proceedings to which the Company is a party or
of which any of their property is 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.
There were no matters submitted to security holders for a vote during the
three months ended March 31, 1996.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 of the Registration Statement on Form S-1, File No. 33-94288.)
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the
Registration Statement on Form S-1, File No. 33-94288.)
4.1 Provisions in the Company's Articles of Incorporation and Bylaws
defining the rights of holders of the Company's common Stock
(incorporated by reference to Exhibit 4.1 of the Registration Statement on
Form S-1, File No. 33-94288.)
10.1 Employment Agreement dated August 7, 1995, between David E.
Johnson and the Company (incorporated by reference to Exhibit 10.1 of the
Registration Statement on Form S-1, File No. 33-94288.)
10.5 Lease agreement, dated June 21, 1995, among Joel S. Thomas,
individually, Thoms Enterprises, Inc. and the Company (incorporated by
reference to Exhibit 10.5 of the Registration Statement on Form S-1, File
No. 33-94288.)
The Company did not file any reports on Form 8-K during the three months ended
December 31, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registration has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE FIRST BANCSHARES, INC.
(Registrant)
April 30, 1996 DAVID E. JOHNSON
Date President and Chief Executive Officer
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