Form 10QSB

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, 2006

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 33-94288

 


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

  39402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (ZIP CODE)

(601) 268-8998

(ISSUER’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NONE

(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, 2006, 2,375,200 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

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT):    YES  ¨    NO  x

 



PART I - FINANCIAL INFORMATION

ITEM NO. 1. FINANCIAL STATEMENTS

THE FIRST BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

 

($ amounts in thousands)

 

   (Unaudited)
March 31,
2006
    December 31,
2005
 
ASSETS     

Cash and due from banks

   $ 12,409     $ 12,144  

Interest-bearing deposits with banks

     420       959  

Federal Funds Sold

     16,751       15,785  
                

Total cash and cash equivalents

     29,580       28,888  

Securities held-to-maturity, at amortized cost

     14       14  

Securities available-for-sale, at fair value

     54,189       48,543  

Other securities

     2,371       2,103  

Loans held for sale

     3,685       3,319  

Loans

     206,798       196,991  

Allowance for loan losses

     (2,438 )     (2,367 )
                

LOANS, NET

     204,360       194,624  

Premises and equipment

     8,262       8,331  

Interest receivable

     1,755       1,715  

Cash surrender value

     5,103       5,054  

Other assets

     2,118       1,799  
                
   $ 311,437     $ 294,390  
                
LIABILITIES AND SHAREHOLDERS’ EQUITY     

LIABILITIES:

    

Deposits:

    

Noninterest-bearing

   $ 56,896     $ 49,585  

Time, $100,000 or more

     51,933       49,876  

Interest-bearing

     150,180       142,488  
                

TOTAL DEPOSITS

     259,009       241,949  

Interest payable

     576       452  

Borrowed funds

     25,159       25,465  

Subordinated debentures

     7,217       7,217  

Other liabilities

     720       829  
                

TOTAL LIABILITIES

     292,681       275,912  

SHAREHOLDERS’ EQUITY:

    

Common stock, $1 par value. Authorized 10,000,000 shares; 2,401,694 shares issued at March 31, 2006 and 1,213,844 shares issued at December 31, 2005

     2,402       1,214  

Preferred stock, par value $1 per share, 10,000,000 shares authorized; no shares issued and outstanding

     —         —    

Treasury stock, at cost, 26,494 shares at March 31, 2006 and December 31, 2005

     (464 )     (464 )

Additional paid-in capital

     12,041       13,221  

Retained earnings

     5,073       4,695  

Accumulated other comprehensive income

     (296 )     (188 )
                

TOTAL SHAREHOLDERS’ EQUITY

     18,756       18,478  
                
     311,437       294,390  
                


THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

 

($ amounts in thousands except earnings per share)

 

  

(Unaudited)

Three Months Ended
March 31,

   2006    2005

INTEREST INCOME:

     

Loans, including fees

   $ 4,041    $ 3,020

Securities:

     

Taxable

     603      204

Tax exempt

     50      42

Federal funds sold

     149      36

Other

     —        —  
             
     4,843      3,302

TOTAL INTEREST INCOME

     

INTEREST EXPENSE:

     

Deposits

     1,412      714

Other borrowings

     390      359
             

TOTAL INTEREST EXPENSE

     1,802      1,073
             

NET INTEREST INCOME

     3,041      2,229

PROVISION FOR LOAN LOSSES

     84      204
             

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

     2,957      2,025

NONINTEREST INCOME:

     

Service charges on deposit accounts

     272      318

Other service charges, commissions and fees

     175      141
             

TOTAL NONINTEREST INCOME

     447      459
             

NONINTEREST EXPENSES:

     

Salaries and employee benefits

     1,385      1,154

Occupancy and equipment expense

     314      276

Other operating expenses

     609      507
             

TOTAL NONINTEREST EXPENSES

     2,308      1,937
             

INCOME BEFORE INCOME TAXES

     1,096      547

INCOME TAXES

     337      182
             

NET INCOME

   $ 759    $ 365
             

EARNINGS PER SHARE - BASIC

   $ .32    $ .16

EARNINGS PER SHARE - ASSUMING DILUTION

     .30      .15

DIVIDENDS PER SHARE

     .16      .10


THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

($ Amounts in Thousands)

 

  

(Unaudited)

Three Months Ended
March 31,

 
   2006     2005  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

NET INCOME

   $ 759     $ 365  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation and amortization

     140       145  

Provision for loan losses

     84       204  

Changes in:

    

Interest receivable

     (40 )     (37 )

Loans held for sale

     (366 )     1,454  

Interest payable

     124       77  

Other, net

     (427 )     (163 )
                

NET CASH PROVIDED BY OPERATING ACTIVITIES

     274       2,045  
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Maturities and calls of securities available for sale

     6,624       1,205  

Purchases of securities available-for-sale

     (12,360 )     (2,485 )

Net increase in loans

     (9,820 )     (14,128 )

Purchases of premises and equipment

     (83 )     (47 )

Increase in cash surrender value

     (49 )     (35 )

Increase in other securities

     (268 )     —    
                

NET CASH USED BY INVESTING ACTIVITIES

     (15,956 )     (15,490 )

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Increase in deposits

     17,060       22,325  

Net decrease in borrowed funds

     (306 )     (4,473 )

Dividend paid on common stock

     (380 )     (234 )
                

NET CASH PROVIDED BY FINANCING ACTIVITIES

     16,374       17,618  
                

NET INCREASE IN CASH

     692       4,173  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     28,888       7,146  
                

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 29,580     $ 11,319  
                

CASH PAYMENTS FOR INTEREST

   $ 1,678     $ 996  

CASH PAYMENTS FOR INCOME TAXES

     746       376  


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, 2006, are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. 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, 2005.

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 Hattiesburg Bank opened for business on August 5, 1996, with a total capitalization of $5.2 million.

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 First National Bank of the Pine Belt (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.

In January, 2004, the two banks merged to become The First, a National Banking Association (“The First”). The banks were merged to take advantage of operating efficiencies and marketing opportunities. The First engages in general commercial banking business, emphasizing in its marketing the Bank’s local management and ownership. The First offers 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 First also offers short- to medium-term commercial, mortgage, and personal loans.

At March 31, 2006, the Company had approximately $311.4 million in assets, $210.5 million in loans, $259.0 million in deposits, and $18.8 million in shareholders’ equity. For the three months ended March 31, 2006, the Company reported a net income of $759,000.

In the first quarter of 2005 and 2006, the Company declared and paid dividends of $.10 and $.16 per common share, respectively.


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, 2006

     Net Income
(Numerator)
   Shares
(Denominator)
   Per Share
Data

Basic per share

   $ 759,000    2,375,158    $ .32
            

Effect of dilutive shares:

        

Stock options

      151,110   
              

Diluted per share

   $ 759,000    2,526,268    $ .30
                  
    

For the Three Months Ended

March 31, 2005

     Net Income
(Numerator)
   Shares
(Denominator)
   Per Share
Data

Basic per share

   $ 365,000    2,336,892    $ .16
            

Effect of dilutive shares:

        

Stock options

     —      97,304   
              

Diluted per share

   $ 365,000    2,434,196    $ .15
                  

NOTE D - STOCK-BASED COMPENSATION

Prior to January 1, 2006, the Company’s stock option plans were accounted for under the recognition and measurement provisions of APB Opinion No. 25 (Opinion 25), Accounting for Stock Issued to Employees, and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation (as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure) (collectively SFAS 123). No stock-based employee compensation cost was recognized in the Company’s consolidated statements of earnings through December 31, 2005, as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R), Share-Based Payment (SFAS 123R), using the modified-prospective-transition method. Under that transition method, compensation cost recognized in 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant fair value calculated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). As of December 31, 2005, only 7,930 stock options were not fully vested and no stock options were granted during the three months ended March 31, 2006.


As a result of adopting SFAS 123(R) on January 1, 2006, the Company’s earnings before income taxes for the three-months ended March 31, 2006, are not materially different than if it had continued to be accounted for as share-based compensation under Opinion 25. As of March 31, 2006, the Company had 7,930 stock options not fully vested and there was $9,216 of total unrecognized compensation cost related to these non-vested options.

The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to options granted under the Company’s stock option plan for the three months ended March 31, 2005. For purposes of this pro forma disclosure, the value of the options is estimated using the Black-Scholes option-pricing model and is being amortized to expense over the options’ vesting periods (in thousands, except per share data).

 

     Three Months Ended
March 31, 2005
 

Net income, as reported

   $ 365  

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

     (1 )
        

Pro forma net income

   $ 364  
        

Earnings per share:

  

Basic - as reported

   $ .16  

Basic - pro forma

     .16  

Diluted - as reported

     .15  

Diluted - pro forma

     .15  

NOTE E - COMPREHENSIVE INCOME

The following table discloses Comprehensive Income for the periods reported in the Consolidated Statements of Income:

 

(In thousands)

 

   Quarter Ended
March 31,
 
   2006     2005  

Net Income

   $ 759     $ 365  

Other Comprehensive Loss net of tax:

    

Unrealized holding losses on securities during the period, net of tax

     (108 )     (117 )
                

Comprehensive Income

   $ 651     $ 248  
                

Accumulated Comprehensive Loss

     (296 )     (113 )
                


NOTE F – STOCK DIVIDEND

During the quarter ending March 31, 2006, the company declared a two-for-one split of the common stock to be effected in the form of a 100 percent common stock dividend. The ex-split date was March 16, 2006. All per share data for previous periods have been adjusted for the stock dividend.

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 First represents the primary asset of the Company. The First reported total assets of $309.7 million at March 31, 2006, compared to $292.8 million at December 31, 2005. Loans increased $10.2 million, or 5%, during the first three months of 2006. Deposits at March 31, 2006, totaled $260.3 million compared to $243.8 million at December 31, 2005. For the three month period ended March 31, 2006, The First reported net income of $865,000 compared to $432,000 for the three months ended March 31, 2005.

NONPERFORMING ASSETS AND RISK ELEMENTS. Diversification within the loan portfolio is an important means of reducing inherent lending risks. At March 31, 2006, The First had no concentrations of ten percent or more of total loans in any single industry nor any geographical area outside its immediate market areas.

At March 31, 2006, The First had loans past due as follows:

 

    

($ In Thousands)

 

Past due 30 through 89 days

   $ 1,151

Past due 90 days or more and still accruing

     261

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. Nonaccrual loans totaled $54,000 at March 31, 2006. Any other real estate owned is carried at fair value, determined by an appraisal. Other real estate owned totaled $261,000 at March 31, 2006. 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 First had no restructured loans at March 31, 2006.


LIQUIDITY AND CAPITAL RESOURCES

Liquidity is adequate with cash and cash equivalents of $29.6 million as of March 31, 2006. In addition, loans and investment securities repricing or maturing within one year or less exceed $126.4 million at March 31, 2006. Approximately $37.3 million in loan commitments are expected to be funded within the next six months and other commitments, primarily standby letters of credit, totaled $1.8 million at March 31, 2006.

There are no known trends or any known commitments of uncertainties that will result in The First’s liquidity increasing or decreasing in a material way. In addition, The First is not aware of any recommendations by any regulatory authorities which would have a material effect on its liquidity, capital resources or results of operations.

Total consolidated equity capital at March 31, 2006, is $18.8 million, or approximately 6% of total assets. The Company currently has adequate capital positions to meet the minimum capital requirements for all regulatory agencies. The Company’s capital ratios as of March 31, 2006, are as follows:

 

Tier 1 leverage

   8.42 %

Tier 1 risk-based

   11.51 %

Total risk-based

   12.91 %

On March 26, 2002, The First Bancshares Statutory Trust 1 (the Trust), a wholly-owned subsidiary trust of the Company, issued $7,000,000 of redeemable cumulative trust preferred securities. The Trust used the funds to acquire floating rate subordinated debentures from the Company. The debentures bear an interest rate of the 3-month LIBOR plus 3.60%. The debentures have a maturity of 30 years but are callable 5 years after issuance. The trust preferred securities qualify as Tier 1 capital up to 25% of other components of Tier 1 capital. In accordance with FIN 46, “Consolidation of Variable Interest Entities” the statutory trust is not included in the consolidated financial statements. Instead the subordinated debentures due to statutory trust are included in the consolidated liabilities of the Company.

RESULTS OF OPERATIONS

The Company had a net income of $759,000 for the three months ending March 31, 2006, compared with consolidated net income of $365,000 for the same period last year.

Net interest income increased to $3,041,000 from $2,229,000 for the first three months ending March 31, 2006, or an increase of 36% as compared to the same period in 2005. Earning assets through March 31, 2006, increased $75.4 million and interest-bearing liabilities also increased $57.6 million when compared to March 31, 2005, reflecting an increase of 35% and 34%, respectively.

Noninterest income for the three months ending March 31, 2006, was $447,000 compared to $459,000 for the same period in 2005, reflecting a decrease of $12,000, or 3%. Included in noninterest income is service charges on deposit accounts, which for the three months ended March 31, 2006, totaled $272,000, compared to $318,000 for the same period in 2005.


The provision for loan losses was $84,000 in the first three months of 2006 compared with $204,000 for the same period in 2005. The allowance for loan losses of $2.4 million at March 31, 2006 (approximately 1.18% 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.

Noninterest expenses increased by $371,000 or 19% for the three months ended March 31, 2006, when compared with the same period in 2005. This increase is primarily due to the continued growth and the related services being offered.

ITEM NO. 3. CONTROLS AND PROCEDURES

As of March 31, 2006, (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under periods specified in SEC rules and forms.

There have been no changes, significant or otherwise, in our internal controls over financial reporting that occurred during the quarter ended March 31, 2006, that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

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

None

ITEM 5. OTHER INFORMATION

None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

  (a) Exhibits

 

    

Exhibit No.

    
 

31.1

   Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 

31.2

   Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 

32.1

   Certification of principal executive officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

32.2

   Certification of principal financial officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  b) The Company filed three reports on Form 8-K during the quarter ended March 31, 2006.

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.

 

    THE FIRST BANCSHARES, INC.
                      (Registrant)
   

/s/ DAVID E. JOHNSON

May 10, 2006    

David E. Johnson,

Chief Executive Officer

     (Date)    
   

/s/ DEEDEE LOWERY

May 10, 2006    

DeeDee Lowery, Executive

Vice President and Chief Financial Officer

     (Date)