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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,
1996.
Or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO
_________, 19_____.
Commission file number: 33-95562
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BEACH FIRST NATIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
South Carolina 57-1030117
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
1601 North Oak Street, Suite 305, Myrtle Beach, South Carolina 29577
(Address of principal executive offices)
(803) 626-2265
(Registrant's telephone number including area code)
4702 Oleander Drive, Myrtle Beach, South Carolina 29577
(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 Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer 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 the latest practicable date.
Class Outstanding at November 13, 1996
Common Stock, $1.00 par value 663,862
(No. of Shares)
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BEACH FIRST NATIONAL BANCSHARES
INDEX TO FORM 10-QSB
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PAGE
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of September 30, 1996
and December 31, 1995 2
Unaudited Statement of Income for the Three
Months ended September 30, 1996 and 1995 3
Unaudited Statement of Income for the Nine Months ended
September 30, 1996 and 1995 4
Statements of Cash Flows for the Nine Months
ended September 30, 1996 and 1995 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security
Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 13
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BEACH FIRST NATIONAL BANCSHARES, INC.
MYRTLE BEACH, SOUTH CAROLINA
BALANCE SHEETS
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<CAPTION>
September 30, December 31,
1996 1995
ASSETS (Unaudited) (Unaudited)
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<S> <C> <C>
Cash $ 107,248 $ 4,639
Federal funds sold 4,500,000 -
---------- -----------
Total cash & cash equivalents $4,607,248 $ 4,639
Securities:
Available-for-sale, at fair value 1,692,735 -
Land, property and equipment 297,048 241,125
Deferred registration costs - 138,652
Other assets 172,159 122,013
---------- -----------
Total Assets $6,769,190 $ 506,429
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits
Non-interest bearing deposits $ 23,029 $ -
Interest bearing deposits 257,756 -
---------- -----------
Total deposits $ 280,785 $ -
Advances from organizers 50,000 65,000
Other liabilities 17,502 131,563
Notes payable 217,000 411,000
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Total Liabilities $ 565,287 $ 607,563
---------- -----------
Commitments and contingencies
Shareholders' Equity:
Common stock, $1.00 par value,
10,000,000 shares authorized,
651,144 (1996) and 10 (1995)
shares issued & outstanding $ 651,144 $ 10
Paid-in-capital 5,717,590 90
Retained deficit (164,289) (101,234)
Unrealized (loss) on fair value
of securities available-for-sale (542) -
---------- -----------
Total Shareholders' Equity $6,203,903 $ (101,134)
---------- -----------
Total Liabilities and
Shareholders' Equity $6,769,190 $ 506,429
========== ===========
</TABLE>
Refer to notes to the financial statements.
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BEACH FIRST NATIONAL BANCSHARES, INC.
MYRTLE BEACH, SOUTH CAROLINA
UNAUDITED STATEMENT OF INCOME
(UNAUDITED)
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For the quarter
ended September 30,
------------------------
1996 1995
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Interest income $ 82,286 $ 14
Interest expense - 4,409
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Net interest income $ 82,286 $ (4,395)
Provision for possible loan losses - -
-------- --------
Net interest income after provision
for possible loan losses $ 82,286 $ (4,395)
-------- --------
Other income $ 2 $ -
-------- --------
Salaries and benefits $ 78,743 $ 20,000
Rent expense 600 600
Supplies and printing 11,116 227
Legal & professional 4,096 -
Depreciation & amortization 3,975 136
Miscellaneous other expenses 37,527 5,406
-------- --------
Total Expenses $136,057 $ 26,369
-------- --------
Net (Loss) $(53,769) $(30,764)
======== ========
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Refer to notes to the financial statements.
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BEACH FIRST NATIONAL BANCSHARES, INC.
MYRTLE BEACH, SOUTH CAROLINA
UNAUDITED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
FROM INCEPTION, JANUARY 15, 1995 TO SEPTEMBER 30, 1995
(UNAUDITED)
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1996 1995
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Interest income $183,835 $ 40
Interest expense 19,306 5,266
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Net interest income $164,529 $ (5,226)
Provision for possible loan losses - -
-------- --------
Net interest income after provision
for possible loan losses $164,529 $ (5,226)
-------- --------
Other income $ 2 $ -
-------- --------
Salaries and benefits $129,079 $ 60,000
Rent expense 2,100 1,800
Supplies and printing 12,800 670
Legal & professional 10,276 -
Depreciation & amortization 6,464 204
Miscellaneous other expenses 66,868 8,391
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Total Expenses $227,587 $ 76,331
-------- --------
Net (Loss) $(63,056) $(76,291)
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Refer to notes to the financial statements.
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BEACH FIRST NATIONAL BANCSHARES, INC.
MYRTLE BEACH, SOUTH CAROLINA
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND
FROM INCEPTION, JANUARY 15, 1995 TO SEPTEMBER 30, 1995
(UNAUDITED)
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1996 1995
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Net cash used by pre-operating
activities of the development stage $ (97,146) $(186,531)
----------- ---------
Cash flows from Investing Activities:
Purchase of AFS security $(1,693,277) $ -
Purchase of fixed assets (62,387) (3,065)
----------- ---------
Net cash used by Investing Activities $(1,755,664) $ (3,065)
----------- ---------
Cash flows from Financing Activities:
Increase in deposits $ 280,785 $ -
Sale of common stock $ 6,368,634 100
Reduction in notes payable (194,000) 190,000
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Net cash provided by
Financing Activities $ 6,455,419 $ 190,100
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Net increase in cash
and cash equivalents $ 4,602,609 $ 504
Cash at beginning of period 4,639 -
----------- ---------
Cash at end of period $ 4,607,248 $ 504
=========== =========
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Refer to notes to the financial statements.
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BEACH FIRST NATIONAL BANCSHARES, INC.
MYRTLE BEACH, SOUTH CAROLINA
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1996
NOTE 1 - SUMMARY OF ORGANIZATION
Beach First National Bancshares, Inc., Myrtle Beach, South Carolina
(the "Company"), was incorporated on July 28, 1995 under the laws of the State
of South Carolina for the purpose of operating as a bank holding company with
respect to a proposed de novo national bank, Beach First National Bank, (the
"Bank") to be located in Myrtle Beach, South Carolina. The Bank commenced
operations on September 23, 1996 with $6.3 million in capital. The Company
raised the funds through a public offering. As of September 30, 1996, 651,144
shares of stock have been issued by the Company. The Company is no longer a
development stage enterprise as planned principal operations commenced on
September 23, 1996.
The Company authorized the issuance of 10 million shares of common
stock, $1 par value per share. No holder of common stock: (i) has preemptive
rights with respect to the issuance of shares of that or any other class of
common stock or (ii) is entitled to cumulative voting rights with respect to
the election of directors. The Company also authorized the issuance of up to
10 million shares of preferred stock, issuable in series, the relative rights
and preferences of which shall be designated by the Board of Directors.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting. The accounting and reporting policies of the
Company conform to generally accepted accounting principles and to general
practices in the banking industry. The Company uses the accrual basis of
accounting by recognizing revenues when they are earned and expenses in the
period incurred, without regard to the time of receipt or payment of cash.
Income Taxes. The Company will be subject to taxation whenever
taxable income is generated. As of September 30, 1996, no income taxes had
been accrued since no taxable income had been generated.
Net Income/(Loss) Per Share. Information concerning net income/(loss)
per share was omitted from the face of the Statement of Operations since that
information is not indicative of the capital structure of the ongoing entity.
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BEACH FIRST NATIONAL BANCSHARES, INC.
MYRTLE BEACH, SOUTH CAROLINA
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1996
Investment Securities. The Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investment in Debt and
Equity Securities" ("SFAS 115"). SFAS 115 requires investments in equity and
debt securities to be classified into three categories:
1. Held-to-maturity securities: These are securities which the
Company has the ability and intent to hold until maturity.
These securities are stated at cost, adjusted for amortization
of premiums and the accretion of discounts.
2. Trading securities: These are securities which are bought and
held principally for the purpose of selling in the near
future. Trading securities are reported at fair market value,
and related unrealized gains and losses are recognized in the
income statement.
3. Available-for-sale securities: These are securities which are
not classified as either held-to-maturity or as trading
securities. These securities are reported at fair market
value. Unrealized gains and losses are reported, net of tax,
as separate components of shareholders' equity. Unrealized
gains and losses are excluded from the income statement.
NOTE 3 - RELATED PARTY TRANSACTIONS
The thirteen organizers advanced to the company $5,000 each,
or $65,000 in the aggregate. The advances are interest-free and the maturity
dates are set to coincide with the date the escrow will be released upon the
successful completion of the offering. As of September 30, 1996, ten
organizers were each due $5,000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that
involve risks and uncertainties. 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, dated September 29, 1995.
The Company was incorporated in South Carolina on July 28, 1995 to
become a bank holding company and to own and control all of the capital stock
of the Beach First National Bank (the "Bank"). Organizing activities for the
Company were begun in January 1995, and have consisted primarily of preparation
and filing of a registration statement for sale of the Company's stock,
preparation and filing of the Bank's charter application and hiring of staff.
The Company received preliminary approval of its application to charter the
Bank from the Office of the Comptroller of the Currency on February 12, 1996.
On February 7, 1996, the Federal Deposit Insurance Corporation approved the
Company's application for deposit insurance for the Bank. On April 17, 1996
the Board of Governors of the Federal Reserve System approved the Company's
application to become a bank holding company, and the South Carolina State
Board of Financial Institutions approved the Company's application to become a
bank holding company on May 2, 1996. Planned principal operations commenced on
September 23, 1996 when the Bank opened for business.
RESULTS OF OPERATIONS
Since the Company was not operating for the period ended September 30,
1995, no comparisons are provided. This discussion will concentrate on the
results for the nine month and three month periods ended September 30, 1996.
At September 30, 1996, the Company had total assets of $6,769,190,
which consisted primarily of $4,607,248 in cash and cash equivalents,
$1,692,735 in securities, $297,048 in land, property and equipment and $172,159
in other assets. The Company's liabilities at September 30, 1996 were $280,785
in total deposits, $50,000 in advances from organizers, $217,000 in notes
payable, and $17,502 in other liabilities.
For the nine month period ended September 30, 1996, losses amounted to
$63,056, on revenues of $183,835. All revenues were from interest income on
the proceeds received from the sale of the Common Stock. The majority of
expenses were represented by salary $129,079, supplies and printing $12,800,
legal and professional $10,276 and miscellaneous other expenses $66,868. Other
operating expenses, such as rent and depreciation and amortization amounted to
$8,564.
For the three month period ended September 30, 1996, losses amounted
to $53,769 on revenues of $82,286. All revenues were earned from interest
while expenses were
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represented by salary $78,743, supplies and printing $11,116 and other
operating expenses $46,198.
LIQUIDITY AND SOURCES OF CAPITAL
The Company filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission offering for sale a minimum of 525,000 and a
maximum of 1,000,000 shares of its own $1 par value common stock: each share
will be sold for $10. The Registration Statement became effective on September
29, 1995. Having met all of the conditions to breaking escrow, the Company
broke escrow on May 3, 1996. As of September 30, 1996, the Company had
received proceeds of $6,511,440 from the sale of 651,440 shares of Common
Stock.
Presently, to fund its operations, the Company is using funds from the
sale of its Common Stock and a $50,000 loan from its group of organizers.
During the three months ended September 30, 1996, the Company repaid $15,000 to
certain of its organizers. On September 23, 1996, the Company and the Bank
commenced operations. The Company used $6,300,000 of the proceeds of the
offering to capitalize the Bank and the remainder was used to pay
organizational expenses of the Company and will provide working capital,
including additional capital for investment in the Bank, if needed. The
Company believes that these amounts are 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 on-going basis.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Company or the Bank 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
(a) Not applicable.
(b) 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 nine months ended September 30, 1996.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
1.1. Selling Agent Agreement, dated October 16, 1995, by
and between Capital Investment Group, Inc. and the
Company (incorporated by reference to Exhibit 1.1 to
the Company's Registration Statement No. 33-95562 on
Form S-1).
3.1. Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the Company's Registration
Statement No. 33-95562 on Form S-1).
3.2. Bylaws (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement No. 33-95562 on
Form S-1).
4.1. Provisions in the Company's Articles of Incorporation
and Bylaws defining the rights of holders of the
Common Stock (incorporated by
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reference to Exhibit 4.1 to the Company's
Registration Statement No. 33-95562 on Form S-1).
4.2. Form of Certificate of Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement No. 33-95562 on Form S-1).
10.1. Contract of Sale, dated April 27, 1995, by and
between Nadim Baroody, Mary Baroody, Jean P. Saad,
and Miray Saad, as sellers, and Orvis Bartlett Buie,
as purchaser (incorporated by reference to Exhibit
10.1 to the Company's Registration Statement No.
33-95562 on Form S-1).
10.2. Line of Credit Note, dated April 24, 1995, by Sea
Group, Ltd. to The Bankers Bank (incorporated by
reference to Exhibit 10.2 to the Company's
Registration Statement No. 33-95562 on Form S-1).
10.3. Employment Agreement, dated August 23, 1995, by and
between the Company and William Gary Horn
(incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement No. 33-95562 on Form
S-1).
10.4. Form of Amended and Restated Escrow Agreement, dated
November __, 1995, by and among The Bankers Bank,
Capital Investment Group, Inc., and the Company
(incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement No. 33-95562 on Form
S-1).
10.5. Amended and Restated Escrow Agreement, dated December
1, 1995, by and among The Bankers Bank, Capital
Investment Group, Inc., and the Company (incorporated
by reference to Exhibit 10.5 of the Company's Form
10-KSB for the fiscal year ended December 31, 1995).
10.6. Amendment to Employment Agreement, dated January 9,
1996, by and between the Company and William Gary
Horn (incorporated by reference to Exhibit 10.6 of
the Company's Form 10-KSB for the fiscal year ended
December 31, 1995).
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21.1. Subsidiaries of the Company. (Incorporated by
reference to Exhibit 21.1 of the Company's Form
10-QSB for the quarter ended March 30, 1996).
27.1. Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K. The Company did not file any
reports on Form 8-K during the quarter ended September 30, 1996.
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SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BEACH FIRST NATIONAL BANCSHARES, INC.
Date: November 13, 1996 By: /s/ Raymond E. Cleary, III
----------------- ----------------------------------------
Raymond E. Cleary, III
Chairman and Chief Executive Officer
(principal financial and accounting officer)
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BEACH FIRST
NATIONAL BANCSHARES, INC. UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 107,248
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 4,500,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,692,735
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 6,769,190
<DEPOSITS> 280,785
<SHORT-TERM> 217,000
<LIABILITIES-OTHER> 67,502
<LONG-TERM> 0
0
0
<COMMON> 651,144
<OTHER-SE> 5,552,759
<TOTAL-LIABILITIES-AND-EQUITY> 6,769,190
<INTEREST-LOAN> 0
<INTEREST-INVEST> 183,835
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 183,835
<INTEREST-DEPOSIT> 269
<INTEREST-EXPENSE> 19,306
<INTEREST-INCOME-NET> 164,529
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 227,587
<INCOME-PRETAX> (63,056)
<INCOME-PRE-EXTRAORDINARY> (63,056)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (63,056)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
<YIELD-ACTUAL> 5.30
<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>
