U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER 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
COMMISSION FILE NUMBER: 33-94288
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THE FIRST BANCSHARES, INC.
-----------------------------------
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
MISSISSIPPI 64-0862173
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
6480 U.S. HIGHWAY 98 WEST
HATTIESBURG, MISSISSIPPI 39404-5549
---------------------------------- ------------------------------------
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(601) 268-8998
------------------------------------------------
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NONE
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(FORMER NAME, ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT)
INDICATE BY CHECK MARK WHETHER THE ISSUER: (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
--- ---
ON MARCH 31, 1999, 1,150,691 SHARES OF THE ISSUER'S COMMON STOCK, PAR VALUE
$1.00 PER SHARE, WERE ISSUED AND OUTSTANDING.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
YES NO X
--- ---
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
THE FIRST BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
($ amounts in thousands) (Unaudited)
March 31, December 31,
ASSETS 1999 1998
________ ________
Cash and due from banks $ 1,932 $ 1,457
Interest-bearing deposits with banks 95 95
Federal funds sold 2,569 2,964
________ ________
Total cash and cash equivalents 4,596 4,516
Securities held-to-maturity, at amortized cost 122 122
Securities available-for-sale, at fair value 10,056 7,364
Loans 40,051 32,406
Allowance for loan losses (458) (347)
________ ________
LOANS, NET 39,593 32,059
Premises and equipment 4,283 3,604
Accrued income receivable 415 325
Other assets 1,835 1,923
________ ________
$ 60,900 $ 49,913
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing $ 5,805 $ 3,407
Time, $100,000 or more 10,980 8,372
Interest-bearing 30,316 23,888
________ ________
TOTAL DEPOSITS 47,101 35,667
Interest payable 174 166
Stock subscriptions deposits - 6,433
Borrowed funds 1,191 1,200
Other liabilities 34 25
________ ________
TOTAL LIABILITIES 48,500 43,491
________ ________
SHAREHOLDERS' EQUITY:
Common stock, $1 par value. Authorized
10,000,000 shares; issued and
outstanding 1,150,691 at March 31, 1999
and 721,848 at December 31, 1998 1,151 722
Paid-in capital 12,356 6,451
Accumulated deficit (1,110) (751)
Accumulated other comprehensive income 3 -
________ ________
TOTAL SHAREHOLDERS' EQUITY 12,400 6,422
________ ________
$ 60,900 $ 49,913
======== ========
THE FIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
($ amounts in thousands except earnings per share)
(Unaudited)
Three Months Ended
March 31,
__________________
1999 1998
________ ________
INTEREST INCOME:
Loans, including fees $ 875 $ 553
Securities:
Taxable 95 79
Tax exempt - -
Federal funds sold 72 11
Other 32 13
________ ________
TOTAL INTEREST INCOME 1,074 656
INTEREST EXPENSE:
Deposits 445 303
Other borrowings 36 5
________ ________
TOTAL INTEREST EXPENSE 481 308
________ ________
NET INTEREST INCOME 593 348
PROVISION FOR LOAN LOSSES 121 43
________ ________
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 472 305
OTHER INCOME:
Service charges on deposit accounts 12 7
Other service charges, commissions and fees 68 33
________ ________
TOTAL OTHER INCOME 80 40
________ ________
OTHER EXPENSES:
Salaries and employee benefits 354 182
Occupancy and equipment
expense 102 54
Preopening costs 187 -
Other operating expenses 268 108
________ ________
TOTAL OTHER EXPENSES 911 344
________ ________
INCOME (LOSS) BEFORE INCOME TAXES (359) 1
INCOME TAXES - -
________ ________
NET INCOME (LOSS) $ (359) $ 1
======== ========
EARNINGS (LOSS) PER SHARE - BASIC $ (.34) $ -
EARNINGS (LOSS) PER SHARE - ASSUMING DILUTION $ (.33) $ -
THE FIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
__________________
1999 1998
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ (359) $ 1
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 59 55
Provision for loan losses 121 43
Increase in accrued income receivable (90) (434)
Increase in interest payable 8 30
Other, net (7) (896)
________ ________
NET CASH USED BY OPERATING ACTIVITIES (268) (1,201)
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities and calls of securities
available for sale 4,693 959
Purchases of securities available-for-sale (7,388) (1,943)
Net increase in loans (7,655) (4,481)
Purchases of premises and equipment (727) (31)
________ ________
NET CASH USED BY INVESTING ACTIVITIES (11,077) (5,496)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits 11,434 6,713
Net decrease in borrowed funds (9) -
________ ________
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,425 6,713
________ ________
NET INCREASE IN CASH 80 16
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,516 2,840
________ ________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,596 $ 2,856
======== ========
CASH PAYMENTS FOR INTEREST $ 473 $ 74
CASH PAYMENTS FOR INCOME TAXES - -
THE FIRST BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial statements and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. However, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the three
months ended March 31, 1999, are not necessarily indicative of the results
that may be expected for the year ended December 31, 1999. For further
information, please refer to the consolidated financial statements and
footnotes thereto included in the Company's Form 10-KSB for the year ended
December 31, 1998.
NOTE B -- SUMMARY OF ORGANIZATION
The First Bancshares, Inc., Hattiesburg, Mississippi (the "Company"), was
incorporated June 23, 1995, under the laws of the State of Mississippi for
the purpose of operating as a bank holding company with respect to a then
proposed de novo bank, The First National Bank of South Mississippi,
Hattiesburg, Mississippi (the "Hattiesburg Bank").
The Company offered its common stock for sale to the public under an
initial public offering price of $10 per share. As of August 27, 1996,
when the offering was terminated, 721,848 shares were sold, resulting in
net proceeds of approximately $7.1 million.
During 1996, the Company obtained regulatory approval to operate a national
bank in Hattiesburg, Mississippi, and the Company purchased 100% of the
capital stock of the Hattiesburg Bank. The Hattiesburg Bank opened for
business on August 5, 1996, with a total capitalization of $5.2 million.
In June 1998, the Company entered into a bank development agreement with
the organizers of The First National Bank of the Pine Belt, a proposed de
novo community bank in Laurel, Mississippi (the "Laurel Bank"). On
August 10, 1998, the Company filed a registration statement on Form SB-2
relating to the issuance of up to 533,333 shares of Common Stock in
connection with the formation of the Laurel Bank. The offering was closed
on December 31, 1998, with 428,843 shares subscribed with an aggregate
purchase price of $6.4 million. On January 19, 1999, the Laurel Bank
received approval from its banking regulator to begin banking operations,
and the Company used $5 million of the net proceeds to purchase 100% of
the capital stock of the Laurel Bank. Simultaneously, the 428,843 shares
subscribed to in the offering were issued.
The Company's strategy is for the Hattiesburg Bank and the Laurel Bank to
operate on a decentralized basis, emphasizing each Bank's local board of
directors and management and their knowledge of their local community. Each
Bank's local board of directors acts to promote its Bank and introduce
prospective customers. The Company believes that this autonomy will allow
each Bank to generate high-yielding loans and to attract and retain core
deposits.
The Hattiesburg Bank and the Laurel Bank engage in general commercial
banking business, emphasizing in its marketing the Bank's local management
and ownership. The Banks offer a full range of banking services designed
to meet the basic financial needs of its customers. These services
include checking accounts, NOW accounts, money market deposit accounts,
savings accounts, certificates of deposit, and individual retirement
accounts. The Banks also offer short- to medium-term commercial, mortgage,
and personal loans. At March 31, 1999, the Company had approximately $60.9
million in consolidated assets, $40 million in consolidated loans, $47.1
million in consolidated deposits, and $12.4 million in consolidated
shareholders' equity. For the three months ended March 31, 1999, the
Company reported a consolidated net loss of $359,000. For the same period,
the Laurel Bank reported a net loss of $398,000, and the Hattiesburg Bank net
income of $28,000.
NOTE C - EARNINGS PER COMMON SHARE
Basic per share data is calculated based on the weighted-average number of
common shares outstanding during the reporting period. Diluted per share
data includes any dilution from potential common stock outstanding, such as
exercise of stock options.
For the Three Months Ended
March 31, 1999
_____________________________________
Net Loss Shares Per Share
(Numerator) (Denominator) Data
_________ ___________ __________
Basic per share $(359,000) 1,064,922 $ (.34)
======
Effect of dilutive shares:
Stock options - 20,066
_________ ___________
Diluted per share $(359,000) 1,084,988 $ (.33)
========= =========== ======
For the Three Months Ended
March 31, 1998
_____________________________________
Net Loss Shares Per Share
(Numerator) (Denominator) Data
_________ ___________ __________
Basic per share $ 1,000 721,848 $ -
======
Effect of dilutive shares:
Stock options - 8,865
_______ _________
Diluted per share $ 1,000 730,713 $ -
======= ========= ======
ITEM NO. 2 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The following discussion 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," "estimate," "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 on Form SB-2
(Registration Number 333-61081) as filed with and declared effective by the
Securities and Exchange Commission. The Hattiesburg Bank completed its
first full year of operations in 1997 and has grown substantially since
opening on August 5, 1996. The Laurel Bank has been in operation since
January 19, 1999. Comparisons of the Company's results for the periods
presented should be made with an understanding of the subsidiary Banks'
short histories.
The subsidiary Banks represent virtually all of the assets of the Company.
The Hattiesburg Bank reported total assets of $47.1 million at March 31,
1999, compared to $48.9 million at December 31, 1998. Loans increased
$1 million, or 2.6%, during the first three months of 1999. Deposits at
March 31, 1999 totaled $40.8 million compared to $42.6 million at
December 31, 1998. At December 31, 1998, the total assets and liabilities
of the Hattiesburg Bank included the $6.4 million resulting from the stock
offering which had been deposited in the Bank as escrow. In January 1999,
$5 million of these funds were disbursed as capitalization of the Laurel
Bank. For the three month period ended March 31, 1999, the Hattiesburg
Bank reported net income of $28,000. At March 31, 1999, the Laurel Bank
had total assets of $13.1 million, total loans of $6.8 million, and total
deposits of $8.5 million. For the three month period ended March 31, 1999,
the Laurel Bank reported a net loss from operations of $398,000. Included
in other expense was $187,000 of preopening costs related to the formation
and opening of the Laurel Bank.
NONPERFORMING ASSETS AND RISK ELEMENTS. There were no nonperforming assets
at March 31, 1999. Diversification within the loan portfolio is an
important means of reducing inherent lending risks. At March 31, 1999, the
subsidiary Banks had no concentrations of ten percent or more of total
loans in any single industry nor any geographical area outside their
immediate market areas.
At March 31, 1999, the subsidiary banks had loans past due as follows:
($ In Thousands)
Past due 30 through 89 days $ 108
Past due 90 days or more and still accruing 204
The accrual of interest is discontinued on loans which become ninety days
past due (principal and/or interest), unless the loans are adequately
secured and in the process of collection. Any other real estate owned is
carried at fair value, determined by an appraisal. A loan is classified as
a restructured loan when the interest rate is materially reduced or the
term is extended beyond the original maturity date because of the inability
of the borrower to service the debt under the original terms. The subsidiary
Banks had no restructured loans and no other real estate at March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is adequate with cash and cash equivalents of $4.6 million
as of March 31, 1999. In addition, loans and investment securities
repricing or maturing within one year or less exceed $26.7 million at
March 31, 1999. Approximately $6.7 million in loan commitments are
expected to be funded within the next six months and other commitments,
primarily standby letters of credit, totaled $461,000 at March 31, 1999.
On August 10, 1998, the Company filed a registration statement on
Form SB-2 relating to the issuance of up to 533,333 shares of Common Stock
in connection with the formation of the Laurel Bank. At December 31, 1998,
closing date of the offering, the Company had received subscriptions for
428,843 resulting in proceeds of $6.3 million, net of offering costs. The
funds were held in escrow until regulatory approval for the Laurel Bank
was obtained, which occurred on January 19, 1999. The Company used $5
million of the net proceeds to purchase 100% of the capital stock of the
Laurel Bank.
There are no known trends or any known commitments of uncertainties that
will result in the subsidiary banks' liquidity increasing or decreasing
in a material way. In addition, the Company is not aware of any
recommendations by any regulatory authorities which would have a material
effect on the Company's liquidity, capital resources or results of
operations.
Total consolidated equity capital at March 31, 1999 is $12.4 million, or
approximately 20.4% of total assets. The Hattiesburg Bank and Laurel Bank
currently have adequate capital positions to meet the minimum capital
requirements for all regulatory agencies. Their capital ratios as of
March 31, 1999, are as follows:
Hattiesburg Laurel
Bank Bank
_____ _____
Tier 1 leverage 10.5% 35.1%
Tier 1 risk-based 13.0% 55.8%
Total risk-based 13.9% 57.0%
RESULTS OF OPERATIONS
The Company had a consolidated net loss of $359,000 for the three months
ending March 31, 1999, compared with consolidated net income of $1,000
for the same period last year.
Interest income and interest expense both increased from 1998 to 1999
resulting from the increase in earning assets and interest-bearing
liabilities. Consequently, net interest income increased to $593,000
from $348,000 for the first three months ending March 31, 1999, or an
increase of 70.4%. Earning assets through March 31, 1999 increased $23.1
million and interest-bearing liabilities also increased $16.3 million
compared to March 31, 1998, reflecting increases of 78.1% and 65.3%,
respectively.
Noninterest income for the three months ending March 31, 1999 was $80,000
compared to $40,000 for the same period in 1998, reflecting an increase of
$40,000, or 100.0%. Noninterest income consists mainly of other service
charges such as commissions and fees. Service charges on deposit accounts
for the three months ending March 31, 1999 was $12,000 compared with
$7,000 for the same period in 1998, reflecting an increase of 71.4%.
The provision for loan losses was $121,000 in the first three months of
1999 compared with $43,000 for the same period in 1998. The allowance
for loan losses of $458,000 at March 31, 1999 (approximately 1.14% of
loans) is considered by management to be adequate to cover losses inherent
in the loan portfolio. The level of this allowance is dependent upon a
number of factors, including the total amount of past due loans, general
economic conditions, and management's assessment of potential losses. This
evaluation is inherently subjective as it requires estimates that are
susceptible to significant change. Ultimately, losses may vary from current
estimates and future additions to the allowance may be necessary. Thus,
there can be no assurance that charge-offs in future periods will not
exceed the allowance for loan losses or that additional increases in the
loan loss allowance will not be required. Management evaluates the
adequacy of the allowance for loan losses quarterly and makes provisions
for loan losses based on this evaluation.
Other expenses increased by $567,000, or 164.8%, in the first quarter of
1999 primarily due to the addition of the Laurel Bank and to the continued
growth of the Hattiesburg Bank. Also, included in noninterest expense for
the first quarter 1999 was $187,000 in preopening costs associated with
the formation and preparation of the opening of the Laurel Bank.
No provision for income tax expense has been provided. Prior to 1998, the
Company reported consolidated net operating losses. At March 31, 1999,
the Company had available approximately $437,000 of consolidated net
operating loss carryovers.
ACCOUNTING MATTERS
In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting
and reporting standards for derivative instruments and hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in its financial statements and that those instruments be
measured at fair value. Implementation is required for all fiscal quarters
of fiscal years beginning after June 15, 1999. The Company has not
determined the impact the adoption of this statement may have on its
consolidated financial statements.
YEAR 2000
Like many financial institutions, the Company relies upon computers for the
daily conduct of its 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, which may result in widespread
computer malfunctions. While the Company believes that it has available
resources and has adopted a plan to address Year 2000 compliance, it is
largely dependent on third party vendors. The Company handles its own data
processing using an IBM AS 400 mainframe computer and software licensed
from a third party vendor. The Company has been informed by this vendor
that this software is Year 2000 compliant. The Company is seeking
assurances about the Year 2000 compliance with respect to the other third
party hardware or software system it uses, and the Company believes that
its internal systems and software and the network connections it maintains
will be adequately programmed to address the Year 2000 issue. The Company
has tested these systems to confirm that they will be Year 2000 compliant.
Based on information currently available, management does not believe
the Company will incur significant costs in connection with the Year 2000
issue. Nevertheless, there is a risk that some of the hardware or software
that the Company uses will not be Year 2000 compliant, and the Company
cannot predict with any certainty the costs the Company will incur to
respond to any Year 2000 issues. Factors which may affect the amount of
these costs include the Company's inability to control third party
modification plans, the Company's ability to identify and correct all
relevant computer codes, the availability and cost of engaging personnel
trained in solving Year 2000 issues, and other similar uncertainties.
Further, the business of many of the Company's customers may be negatively
affected by the Year 2000 issue, and any financial difficulties incurred by
the Company's customers in solving Year 2000 issues could negatively affect
those customers' ability to repay any loans which the Company may have
extended. Therefore, even if the Company does not incur significant direct
costs in connection with responding to the Year 2000 issue, there can be no
assurance that the failure or delay of the Company's customers or other
third parties in addressing the Year 2000 issue or the costs involved in
such process will not have a material adverse effect on the Company's
business, financial condition, or results of operations.
The Company's Year 2000 Plan also includes assessing risks associated with
its major borrowers, funds providers and other external counterparties who
may encounter Year 2000 related problems. Questionnaires, letters, verbal
communication and published readiness statements are being used to evaluate
exposure. These assessments efforts and the evaluation of alternatives will
continue through the remainder of 1999.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders
during the quarter ended March 31, 1999.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) 27 Financial Data Schedule (for SEC use only)
b) The Company did not file any reports on Form 8-K during the
quarter ended March 31, 1999.
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)
May 14, 1999 /s/ DAVID E. JOHNSON
______________________________ David E. Johnson, President and
(Date) Chief Executive Officer
May 14, 1999 /s/ CHARLES T. RUFFIN
______________________________ Charles T. Ruffin, Principal
(Date) Accounting and Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,932
<INT-BEARING-DEPOSITS> 95
<FED-FUNDS-SOLD> 2,569
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 10,056
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<LOANS> 40,051
<ALLOWANCE> 458
<TOTAL-ASSETS> 60,900
<DEPOSITS> 47,101
<SHORT-TERM> 0
<LIABILITIES-OTHER> 208
<LONG-TERM> 1,191
0
0
<COMMON> 1,151
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