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, 2003
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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 39402
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(601) 268-8998
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(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, 2003, 1,174,861 SHARES OF THE ISSUER'S COMMON STOCK, PAR
VALUE $1.00 PER SHARE, WERE ISSUED AND OUTSTANDING.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
YES NO X
--- ---
PART I - FINANCIAL INFORMATION
ITEM NO. 1. FINANCIAL STATEMENTS
THE FIRST BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
($ amounts in thousands) (Unaudited)
March 31, December 31,
ASSETS 2003 2002
________ ________
Cash and due from banks $ 3,984 $ 6,638
Interest-bearing deposits with banks 670 653
Federal funds sold 4,458 4,810
________ ________
Total cash and cash equivalents 9,112 12,101
Securities held-to-maturity, at amortized cost 24 25
Securities available-for-sale, at fair value 23,610 25,721
Loans 102,713 100,678
Allowance for loan losses (1,197) (1,228)
________ ________
LOANS, NET 101,516 99,450
Loans held for sale 8,914 7,091
Premises and equipment 7,879 7,986
Accrued income receivable 936 944
Cash surrender value 3,060 3,019
Other assets 1,162 1,090
________ ________
$156,213 $157,427
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing $ 19,386 $ 16,604
Time, $100,000 or more 31,415 33,551
Interest-bearing 70,313 67,966
________ ________
TOTAL DEPOSITS 121,114 118,121
Interest payable 210 240
Borrowed funds 12,309 16,637
Guaranteed preferred beneficial
interests in Company's subordinated
debentures 7,000 7,000
Other liabilities 326 506
________ ________
TOTAL LIABILITIES 140,959 142,504
________ ________
SHAREHOLDERS' EQUITY:
Common stock, $1 par value. Authorized
10,000,000 shares; 1,174,861 and
1,165,165 shares issued and outstanding
at March 31, 2003 and December 31, 2002,
respectively 1,175 1,165
Preferred stock, par value $1 per share,
10,000,000 shares authorized; no shares
issued and outstanding - -
Additional paid-in capital 12,672 12,512
Retained earnings 1,258 1,060
Accumulated other comprehensive income 149 186
________ ________
TOTAL SHAREHOLDERS' EQUITY 15,254 14,923
________ ________
$156,213 $157,427
======== ========
THE FIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
($ amounts in thousands except earnings per share)
(Unaudited)
Three Months Ended
March 31,
___________________
2003 2002
________ ________
INTEREST INCOME:
Loans, including fees $ 2,432 $ 2,003
Securities:
Taxable 159 202
Tax exempt 25 1
Federal funds sold 12 18
Other 21 16
________ ________
TOTAL INTEREST INCOME 2,649 2,240
INTEREST EXPENSE:
Deposits 597 798
Other borrowings 224 103
________ ________
TOTAL INTEREST EXPENSE 821 901
________ ________
NET INTEREST INCOME 1,828 1,339
PROVISION FOR LOAN LOSSES 86 89
________ ________
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,742 1,250
OTHER INCOME:
Service charges on deposit accounts 328 269
Other service charges, commissions and fees 100 82
________ ________
TOTAL OTHER INCOME 428 351
________ ________
OTHER EXPENSES:
Salaries and employee benefits 983 709
Occupancy and equipment
expense 287 223
Other operating expenses 427 357
________ ________
TOTAL OTHER EXPENSES 1,697 1,289
________ ________
INCOME BEFORE INCOME TAXES 473 312
INCOME TAXES 158 104
________ ________
NET INCOME $ 315 $ 208
======== ========
EARNINGS PER SHARE - BASIC $ .27 $ .18
EARNINGS PER SHARE - ASSUMING DILUTION .26 .17
THE FIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
__________________
2003 2002
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 315 $ 208
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 135 108
Provision for loan losses 86 89
Increase (decrease) in loans held for sale (1,823) 916
Decrease in accrued income receivable 8 14
Increase (decrease) in interest payable (30) (63)
Other, net (393) (326)
________ ________
NET CASH PROVIDED BY (USED BY)
OPERATING ACTIVITIES (1,702) 946
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities and calls of securities
available for sale 6,653 5,289
Purchases of securities available-for-sale (4,578) (7,496)
Net increase in loans (2,035) (4,952)
Purchases of premises and equipment (5) (287)
Increase in cash surrender value (41) -
________ ________
NET CASH USED BY INVESTING ACTIVITIES (6) (7,446)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits 2,993 2,201
Net increase (decrease) in borrowed funds (4,327) 4,019
Increase in trust preferred securities - 7,000
Issuance of common stock 170 -
Dividend paid on common stock (117) (117)
Exercise of stock options - 110
________ ________
NET CASH PROVIDED BY (USED BY)
FINANCING ACTIVITIES (1,281) 13,213
________ ________
NET INCREASE (DECREASE) IN CASH (2,989) 6,713
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,101 9,334
________ ________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,112 $ 16,047
======== ========
CASH PAYMENTS FOR INTEREST $ 851 $ 964
CASH PAYMENTS FOR INCOME TAXES 112 132
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, 2003, are not necessarily indicative
of the results that may be expected for the year ended December 31, 2003.
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, 2002.
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.
The Hattiesburg and Laurel Bank are wholly-owned subsidiaries of the
Company. 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. In 2002, the Hattiesburg Bank received
approval from banking regulators to operate a branch in Picayune, Mississippi.
Picayune operations consisted of a "Loan Production Office" in the first
quarter of 2003. Branch operations are expected to begin in the second
quarter of this year.
On February 11, 2003, the Company filed a registration statement on
Form S-2 relating to the issuance of up to 45,000 shares of Common Stock
in connection with the opening of a branch in Picayune, Mississippi. The
maximum offering price per share of the $1 par value stock is $17.50 with
an offering period terminating upon the earlier of the sale of 45,000
shares or April 30, 2003.
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, 2003, the Company had approximately
$156.2 million in consolidated assets, $101.5 million in consolidated
loans, $121.1 million in consolidated deposits, and $15.3 million in
consolidated shareholders' equity. For the three months ended March 31,
2003, the Company reported a consolidated net income of $315,000. For
the same period, the Laurel Bank reported a net income of $32,000, and the
Hattiesburg Bank net income of $332,000.
In the first quarter of 2002 and 2003, the Company declared and paid
dividends of $.10 per common share.
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, 2003
_____________________________________
Net Income Shares Per Share
(Numerator) (Denominator) Data
_________ ___________ __________
Basic per share $ 315,000 1,166,781 $ .27
======
Effect of dilutive shares:
Stock options - 38,445
_________ ___________
Diluted per share $ 315,000 1,205,226 $ .26
========= =========== ======
For the Three Months Ended
March 31, 2002
_____________________________________
Net Income Shares Per Share
(Numerator) (Denominator) Data
_________ ___________ __________
Basic per share $ 208,000 1,165,165 $ .18
=====
Effect of dilutive shares:
Stock options - 27,141
_________ ___________
Diluted per share $ 208,000 1,192,306 $ .17
========= =========== =====
NOTE D - STOCK-BASED COMPENSATION
The Company has a stock-based employee compensation plan which is
accounted for under the recognition and measurement principles of
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees, and related Interpretations. No stock-based employee
compensation cost is reflected in net income, as all stock options granted
under these plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share as if the
Company had applied the fair value recognition provisions of Financial
Accounting Standards Board ("FASB") SFAS No. 123, Accounting for Stock-
Based Compensation, to stock-based employee compensation.
($ amounts in thousands except for per share data)
Three Months
Ended March 31,
________________
2003 2002
_____ _____
Net income, as reported $ 315 $ 208
Deduct: Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effects (29) (20)
_____ _____
Pro forma net income $ 286 $ 188
===== =====
Earnings per share:
Basic - as reported $ .27 $ .18
Basic - pro forma .25 .16
Diluted - as reported .26 .17
Diluted - pro forma .24 .15
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 the primary assets of the Company. The
Hattiesburg Bank reported total assets of $107.7 million at March 31,
2003, compared to $107.1 million at December 31, 2002. Loans increased
$3.8 million, or 4.9%, during the first three months of 2003. Deposits
at March 31, 2003, totaled $88.0 million compared to $83.0 million at
December 31, 2002. For the three month period ended March 31, 2003, the
Hattiesburg Bank reported net income of $332,000 compared to $147,000 for
the three months ended March 31, 2002. At March 31, 2003, the Laurel
Bank had total assets of $47.0 million, compared to $48.7 million at
December 31, 2002, total loans of $30.7 million, compared to $29.8 million
at December 31, 2002, and total deposits of $38.6 million, compared to
$40.4 million at December 31, 2002. For the three month period ended
March 31, 2003, the Laurel Bank reported net income from operations of
$32,000, compared to $56,000 for the three months ended March 31, 2002.
NONPERFORMING ASSETS AND RISK ELEMENTS. Diversification within the loan
portfolio is an important means of reducing inherent lending risks. At
March 31, 2003, the subsidiary Banks had no concentrations of ten percent
or more of total loans in any single industry nor any geographical area
outside their immediate market areas.
At March 31, 2003, the subsidiary banks had loans past due as follows:
($ In Thousands)
Past due 30 through 89 days $1,526
Past due 90 days or more and still accruing 176
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
$43,000 at March 31, 2003. Any other real estate owned is carried at
fair value, determined by an appraisal. Other real estate owned totaled
$240,000 at March 31, 2003. 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 at March 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is adequate with cash and cash equivalents of $9.1 million
as of March 31, 2003. In addition, loans and investment securities
repricing or maturing within one year or less exceed $41.8 million at
March 31, 2003. Approximately $11.2 million in loan commitments are
expected to be funded within the next six months and other commitments,
primarily standby letters of credit, totaled $219,000 at March 31, 2003.
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, 2003, is $15.2 million, or
approximately 9.7% 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, 2003, are as follows:
Hattiesburg Laurel
Bank Bank
_____ _____
Tier 1 leverage 9.6% 10.4%
Tier 1 risk-based 12.3% 13.5%
Total risk-based 13.4% 14.4%
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 initial interest rate of 5.59% which was adjusted
at June 26, 2002, to the 3-month LIBOR plus 3.60%. The debentures have
a maturity of 30 years. These debentures qualify as Tier 1 capital up
to 25% of other components of Tier 1 capital.
RESULTS OF OPERATIONS
The Company had a consolidated net income of $315,000 for the three
months ending March 31, 2003, compared with consolidated net income of
$208,000 for the same period last year.
Net interest income increased to $1,826,000 from $1,339,000 for the first
three months ending March 31, 2003, or an increase of 36.4%. Earning
assets through March 31, 2003, increased $6.8 million and interest-bearing
liabilities also increased $3.9 million compared to March 31, 2002,
reflecting an increase of 5.1% and 3.3%, respectively.
Noninterest income for the three months ending March 31, 2003, was
$428,000 compared to $351,000 for the same period in 2002, reflecting an
increase of $77,000, or 21.9%. Included in noninterest income is service
charges on deposit accounts, which for the three months ended March 31,
2003, totaled $328,000, compared to $269,000 for the same period in 2002,
and is a reflection of continued growth of the deposit base, as well as
improvement in the fee pricing structure.
The provision for loan losses was $86,000 in the first three months of
2003 compared with $89,000 for the same period in 2002. The allowance
for loan losses of $1.2 million at March 31, 2003 (approximately 1.2% 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 $408,000 or 31.6% for the three months ended
March 31, 2003, when compared with the same period in 2002. This increase
is primarily due to the continued growth of the two financial institutions
and the related services being offered.
ITEM NO. 3. CONTROLS AND PROCEDURES
Within 90 days prior to the filing of this report, an evaluation under
the direction of the Company's Chief Executive Officer and Principal
Accounting Officer was performed to determine the effectiveness of the
Company's disclosure controls and procedures. These controls and
procedures were found to be adequate.
There were no significant changes in the Company's internal controls
or other factors subsequent to the date of the evaluation that could
significantly affect these controls.
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, 2003.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No.
__________
99. Section 906 Officer Certifications
(b) The Company did not file any reports on Form 8-K during the
quarter ended March 31, 2003.
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)
May 12, 2003 /s/ DAVID E. JOHNSON
______________________________ David E. Johnson, President and
(Date) Chief Executive Officer
May 12, 2003 /s/ DAVID O. THOMS, JR.
______________________________ David O. Thoms, Jr., Senior
(Date) Vice President and Principal
Accounting and Financial Officer
CERTIFICATIONS
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, David E. Johnson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of The First
Bancshares, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
May 12, 2003 /S/ DAVID E. JOHNSON
______________________________ _________________________________
(Date) David E. Johnson, President and
Chief Executive Officer
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, David O. Thoms, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of The First
Bancshares, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
May 12, 2003 /S/ DAVID O. THOMS, JR.
______________________________ _________________________________
(Date) David O. Thoms, Jr., Senior
Vice President and Principal
Accounting and Financial Officer
EXHIBIT INDEX:
99 Certificate pursuant to 18 U.S.C., Section 1350 as adopted pursuant to
Section 906 of Sarbanes-Oxley Act of 2002 - Chief Executive Officer
99 Certificate pursuant to 18 U.S.C., Section 1350 as adopted pursuant to
Section 906 of Sarbanes-Oxley Act of 2002 - Senior Vice President and
Financial Officer