-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHw0eZqyVCJhwk5jKQzZmDreBM4/3HRPvDvELMuxcMxAG74PPGtk7NdtZAS0IQcU weuhY2sfFBqsTt1SNVcxFg== /in/edgar/work/20000814/0000942708-00-000053/0000942708-00-000053.txt : 20000921 0000942708-00-000053.hdr.sgml : 20000921 ACCESSION NUMBER: 0000942708-00-000053 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENVILLE FIRST BANCSHARES INC CENTRAL INDEX KEY: 0001090009 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 582459561 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-27719 FILM NUMBER: 698368 BUSINESS ADDRESS: STREET 1: 1805 LAURENS RD CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 8642417806 MAIL ADDRESS: STREET 1: 1805 LAURENS RD CITY: GREENVILLE STATE: SC ZIP: 29607 10QSB 1 0001.txt GREENVILLE FIRST BANCSHARES, INC. 10QSB UNITED STATES 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 June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ______ to __________ Commission file number 333-83851 Greenville First Bancshares, Inc. ----------------------------------------- (Exact name of registrant as specified in its charter) South Carolina 58-2459561 ---------------------- ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 112 Haywood Road Greenville, S.C. 29607 -------------------------------------- --------- (Address of principal executive offices) (Zip Code) 864-679-9000 ------------------- (Telephone Number) Not Applicable --------------------------- (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 Exchange Act during the past 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 NO X -- -- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,150,000 shares of common stock, $.01 par value per share, issued and outstanding as of August 7, 2000. Transitional Small Business Disclosure Format (check one): YES NO X -- -- GREENVILLE FIRST BANCSHARES, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements The financial statements of Greenville First Bancshares, Inc. (the "Company") are set forth in the following pages. GREENVILLE FIRST BANCSHARES, INC CONSOLIDATED BALANCE SHEETS
June 30, 2000 December 31, 1999 (Unaudited) (Development Stage Enterprise) Assets (Audited) Cash and due from bank $ 1,723,714 $ 5,856 Federal funds sold 6,240,000 1,460,000 Investments securities available for sale 6,368,577 8,317,872 Loans 25,248,752 - Less reserve for loan losses (280,000) - ---------------- ----------------- 24,968,752 - --------------- ----------------- Accrued interest receivable 276,582 246,773 Property and equipment 273,662 111,192 Other assets 127,370 - --------------- ----------------- - Total Assets $ 39,978,657 $ 10,141,693 =============== ================= Liabilities and Stockholders' Equity Liabilities Deposits $ 29,014,216 $ - Checks outstanding 1,061,041 - Accounts payable 11,570 11,322 Accrued expense 105,064 18,000 Accrued interest payable 124,680 - Other 1,194 - --------------- ----------------- $ 30,317,765 $ 29,322 --------------- ---------------- Commitments and Contingencies Stockholders' Equity Preferred stock, par value $.01 per share 10,000,000 shares authorized, no shares issued CommonStock, par value $.01 per share 10,000,000 shares authorized 1,150,000 issued and outstanding at June 30, 2000 and December 31, 1999, respectively 11,500 11,500 Additional paid-in capital 10,635,200 10,635,200 Retained deficit (973,949) (534,329) Accumulated other comprehensive loss (11,859) - ---------------- ----------------- Total stockholders' equity 9,660,892 10,112,371 --------------- ----------------- Total liabilities and stockholders' equity $ 39,978,657 $ 10,141,693 =============== ================= See Notes to Consolidated Financial Statements which are an integral part of these statements. GREENVILLE FIRST BANCSHARES, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) For the three months ended For the six months ended June June 30, 2000 30, 2000 Interest income Investments $ 189,069 $ 380,727 Loans 452,958 597,257 --------------------- ----------------- Total interest income 642,027 977,984 Interest expense 282,112 398,645 --------------------- ----------------- Net interest income 359,915 579,339 Provision for loan loss 180,000 280,000 Other income 9,490 11,852 General & administrative expenses Salaries and benefits 255,813 500,969 Professional fees 40,301 65,421 Marketing 10,176 12,340 Outside services 22,101 38,099 Occupancy 69,291 140,297 Telephone 3,902 9,863 Other 27,322 57,822 --------------------- ----------------- Total general & administrative expenses 428,906 824,811 --------------------- ----------------- Net loss before taxes 239,501 513,620 Provision for income taxes benefits 74,000 74,000 --------------------- ----------------- Net loss $ 165,501 $ 439,620 ===================== ================= Basic loss per share $ .14 $ .38 Weighted average shares outstanding 1,150,000 1,150,000
See Notes to Consolidated Financial Statements which are in integral part of these statements.
GREENVILLE FIRST BANCSHARES, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the six months ended June 30, 2000 (Unaudited) Accumulated Other Total Common Stock Additional Retained Comprehensive Shareholders Shares Amount Paid-in Capital Deficit Loss Equity ------ ------ --------------- ------- ------------- ---------- Balance at December 31, 1999 1,150,000 $11,500 $10,635,200 $ (534,329) $ - $ 10,112,371 Comprehensive loss, net of tax: Net loss (439,620) (439,620) Unrealized loss on investments held for sale (11,859) (11,859) --------- ------- ---------- ----------- ---------- ------------- Total comprehensive loss (439,620) (11,859) (451,479) --------- ------- ---------- ----------- ---------- ------------- Balance at June 30, 2000 1,150,000 $11,500 $10,635,200 $ (973,949) $ (11,859) $ 9,660,892 ========= ======= =========== =========== ========== =============
See Notes to Consolidated Financial Statements which are an integral part of these statements.
GREENVILLE FIRST BANCSHARES, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended June 30, 2000 (Unaudited) Operating activities Net loss $ (439,620) Adjustments to reconcile net loss to cash provide by operating activities: Provision for loan losses 280,000 Depreciation and other amortization 31,487 Accretion and amortization of securities discounts and premium, net (7,471) Other assets, net (157,179) Other liabilities, net 1,274,227 --------------------- Net cash provided by operating activities 981,444 --------------------- Investing activities Increase (decrease) in cash realized from: Origination of loans, net (25,248,752) Purchase property and equipment (193,957) Purchase of securities available for sale (6,544,403) Increase in federal funds sold (4,780,000) Payments and maturity of securities available for sale 8,489,310 --------------------- Net cash used in investing activities (28,277,802) Financing activities Increase in deposits, net 29,014,216 --------------------- Net increase in cash 1,717,858 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,856 --------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,723,714 =====================
See Notes to Consolidated Financial Statements which are in integral part of these statements. GREENVILLE FIRST BANCSHARES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Nature of Business and Basis of Presentation Business activity and organization Greenville First Bancshares, Inc. (the "Company") is a South Carolina corporation organized for the purpose of owning and controlling all of the capital stock of Greenville First Bank (the "Bank"). The Bank is a national bank organized under the laws of the United States located in Greenville County, South Carolina. The Bank began operations on January 10, 2000. Until January 10, 2000, the Company engaged in organizational and pre-opening activities necessary to obtain regulatory approvals and to prepare its subsidiary, the Bank, to commence business as a financial institution. The Bank is primarily engaged in the business of accepting demand deposits and savings insured by the Federal Deposit Insurance Corporation, and providing commercial, consumer and mortgage loans to the general public. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Registration Statement on Form SB-2 (Registration Number 333-83851) as filed with and declared effective by the Securities and Exchange Commission. Note 2 - Stock Option Plan On March 21, 2000, the Board of Directors of the Company adopted a stock incentive plan for the benefit of the directors, officers, and employees of the Company and the Bank. The Company's shareholders approved the plan at the annual shareholders meeting on May 11, 2000. Under the plan, the Company may grant up to 172,500 shares of common stock options at an option price per share not less than the fair market value on the date of grant. As of June 30, 2000 no options had been granted. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. GENERAL The following is a discussion of the Company's financial condition as of June 30, 2000 and the results of operations for the three and six months ended June 30, 2000. These comments should be read in conjunction with the Company's condensed consolidated financial statements and accompanying footnotes appearing in this report. The following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These statements appear in a number of places in this report and include all statements that are not statements of historical fact regarding our intent, belief, or expectations. These forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, our brief operating history, our ability to manage rapid growth, general economic conditions, competition, interest rate sensitivity, and exposure to regulatory and legislative changes. Additional risks are discussed in detail in our filings with the Securities and Exchange Commission, including the "Risk Factors" section in our Registration Statement on Form SB-2 (Registration Number 333-83851) as filed with and declared effective by the Securities and Exchange Commission. Until January 10, 2000, the Company's principal activities related to its organization, the conducting of its initial public offering, the pursuit of approvals from the OCC for its application to charter the Bank, the pursuit of approvals from the FDIC for its application for insurance of the deposits of the Bank, hiring the appropriate personnel and implementing operating procedures. The company received approval from both the FDIC and the OCC on January 7, 2000. The Bank opened for business on January 10, 2000. The Company completed its stock offering on November 30, 1999, upon the issuance of 1,150,000 shares for a total of $11,500,000. The Company initially capitalized the Bank with $8,500,000 of the proceeds from the stock offering. On April 18, 2000 the company increased its investment in the Bank by $1,000,000 utilizing proceeds from the initial offering. The Company does not currently anticipate raising additional capital. FINANCIAL CONDITION At June 30, 2000, the Company had total assets of $40.0 million, consisting principally of $25.0 million in loans, $12.6 million in investments and $1.7 million in cash and due from bank. Liabilities at June 30, 2000 totaled $30.3 million, consisting principally of $29.0 million in deposits and $1.1 in checks outstanding. At June 30, 2000, shareholders' equity was $9.7 million. At June 30, 2000, the Bank's loan portfolio consisted primarily of $11.0 million of commercial real estate loans, $4.2 million of commercial business loans, and $9.1 million of consumer and home equity loans. At June 30, 2000, there were no non-performing loans. At June 30, 2000, the Bank's allowance for loan losses was $280,000. Management believes this is adequate to absorb possible loan losses in the portfolio. At June 30, 2000 the Bank had $29.0 million in deposits. The $29.0 million in deposits consisted primarily of $5.6 million in personal checking, $3.0 million in business checking, $11.1 million in certificates of deposit and $9.3 million of money market accounts of which 60% are business accounts. LIQUIDITY Liquidity needs are met by the Company through scheduled maturities of loans and investments on the asset side and through pricing policies on the liability side for interest-bearing deposit accounts. The level of liquidity is measured by the loan-to-total borrowed funds ratio, which was at 86.1 % at June 30, 2000. The Bank plans to decrease its investment portfolio and to increase its loan portfolio. The primary source of funding for the Bank's loan portfolio is the maturity of investment securities and deposits that are acquired. CAPITAL The Bank currently maintains a level of capitalization substantially in excess of the minimum capital requirements set by the regulatory agencies. Despite anticipated asset growth, management expects its capital ratios to continue to be adequate for the next two to three years. However, no assurances can be given in this regard, as rapid growth, deterioration in loan quality, and continued losses, or a combination of these factors, could change the Company's capital position in a relatively short period of time. The Bank plans to lease its permanent main office building beginning in the fourth quarter of the year 2000. RESULTS OF OPERATIONS The Company incurred a net loss of $439,620 for the six months ended June 30, 2000. The net loss for the first three months of the year 2000 was $274,119 compared to $165,501 for the three months ended June 30, 2000. Included in the net losses is a non-cash expense for provision for loan losses. The provision for the first three months was $100,000 compared to $180,000 for the three months ended June 30, 2000. Net interest income for the six months ended June 30, 2000 was $579,339. This resulted from net interest income for the first three months being $219,424 compared to $359,915 for the three months ended June 30, 2000. Interest income for the first six months ended June 30, 2000 was $977,984 of which $335,957 relates to the first three months and $642,027 relates to the second three months ended June 30, 2000. Interest expense for the six months ended June 30, 2000 was $398,645 of which $116,533 relates to the first three months and $282,112 relates to the second three months of the year 2000. Average loans and investments for the first three months in the year 2000 were $6.2 million and $13.0 million, respectively. The average loans and investment for the three months ended June 30, 2000 were $18.9 million and $12.0 million, respectively. The average yields on loans and investments for the three months ended June 30, 2000 were 9.66% and 6.34%, respectively. The average yields on loans and investments for the six months ended June 30, 2000 were 9.56% and 6.10%. The average balance of deposits for the first six months ended June 30, 2000 was $15.8 million. The average for the first three months was $9.5 million and the average for the second three months of the year 2000 was $22.2million. The weighted rate on deposit for the six months ended June 30, 2000 was 5.05% and was 4.94% and 5.12% for the first and second quarters of the year 2000, respectively. The Company's net spread for the six months ended June 30, 2000 was 2.80% and was 3.26% for the three months ended June 30, 2000. The Bank's net yield on earning assets was 4.64% for the six months ended June 30, 2000 compared to 4.69% for the three months ended June 30, 2000. The bank incurred general and administrative expenses of $824,811 for the six months ended June 30, 2000. The related expense for the first and second quarters of the year 2000 were $395,905 and $428,906, respectively. Salaries and benefits represented 60.7% for the total expense for the six months ended June 30, 2000. Salaries and benefits were $245,156 and $255,813 for the first and second quarters of 2000, respectively. Another significant expense was $140,297 for occupancy cost for the six-month period ended June 30, 2000. This expense was $71,006 in the first quarter of 2000 compared to $69,291 for the second quarter of 2000. In the second quarter of 2000 the company recorded an income tax benefit of $74,000 related to the future value of the Company's current operating losses. PART II. OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject. Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of shareholders was held on May 11, 2000 to elect four members to the Board of Directors and to consider a proposal to approve the Company's 2000 stock incentive plan. There were four members up for election to the Board of Directors. The number of votes for the election of the directors was as follows: For Mr. Cothran -1,087,470; for Mr. Johnstone - 1,087,470; for Mr. Marrero -1,087,470; for Mr. Seaver-1,087,470; withhold authority for Mr. Cothran - 300; withhold authority for Mr. Johnstone- 300; withhold authority for Mr. Marrero - 300; and withhold authority for Mr. Seaver- 300. The terms of the Class I directors will expire at the 2003 Annual Meeting of Shareholders. The shareholders of the Company approved the Company's 2000 stock incentive plan. The number of votes for the approval of the Plan was 513,418. The number of votes against the Plan was 3,100; 18,400 abstained from voting and we had 550,852 broker non-votes. Item 5. Other Information On April 18, 2000, the Board of Directors passed by unanimous consent, an amendment to the Company's bylaws in order to revise the required retirement age of the initial directors as set forth in Article 3, Section 6 of the bylaws to 70 years of age. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description - ------- ----------- 3.1 Amendment to Bylaws 27.1 Financial Data Schedule (for electronic filing purposes) (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREENVILLE FIRST BANCSHARES, INC. Date: August 14, 2000 /s/ R. Arthur Seaver, Jr. -------------------------------------- R. Arthur Seaver, Jr. Chief Executive Officer /s/ James M. Austin, III -------------------------------------- James M. Austin, III Chief Financial Officr EXHIBIT INDEX Exhibit Number Description - ------- ----------- 3.1 Amendment to Bylaws 27.1 Financial Data Schedule (for electronic filing purposes) EX-3.1 2 0002.txt AMENDMENT TO BYLAWS AMENDMENT TO BYLAWS OF GREENVILLE FIRST BANCSHARES, INC. This Amendment is made to the Bylaws of Greenville First Bancshares, Inc. dated July 9, 1999 (the "Bylaws") this 10th day of April. 2000. WHEREAS, Greenville First Bancshares, Inc. (the "Company") wishes to amend the Bylaws of the Company in order to revise the required retirement age of the initial directors as set forth in Article 3, Section 6, Retirement of Directors, and WHEREAS, after consideration, the Board of Directors of the Company has determined that it is in the best interest of the Company to amend the Bylaws in this regard. NOW, THEREFORE, the Bylaws are hereby amended by deleting Article 3, Section 6, Retirement of Directors, and replacing it with the following: "Section 6. Retirement of Directors. No person shall be elected or re-elected a director of the Corporation after attaining the age of seventy (70), provided that this provision shall not apply to any initial director who shall have attained the age of sixty (60) prior to the date hereof." As amended herein, the Bylaws shall remain in full force and effect. GREENVILLE FIRST BANCSHARES, INC. By: /s/ R. Arthur Seaver -------------------------------------------- R. Arthur Seaver, Jr., President and CEO EX-27.1 3 0003.txt FINANCIAL DATA SCHEDULE
9 1090009 Greenville First 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 1,723,714 0 6,240,000 0 6,368,577 0 0 25,248,752 280,000 39,978,657 0 0 0 0 0 0 11,500 9,649,392 39,978,657 452,958 189,069 0 642,027 282,112 282,112 359,915 180,000 0 428,906 (239,501) (239,501) 0 0 (165,501) (.14) (.14) 4.69 0 0 0 0 100,000 0 0 280,000 0 0 280,000
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