FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period of ____________ to ____________ Commission file number 33-94288 THE FIRST BANCSHARES, INC. (Exact name of the registrant as specified in its charter) MISSISSIPPI 64-0862173 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6424 U.S. Highway 98 West Suite A Hattiesburg, MS 39402 (Address of Principal (Zip Code) executive offices) (601) 268 - 8998 (Registrant's telephone number, including area code) Not Applicable (Former name, former address, and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (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, 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 issuer's classes of common stock, as of the latest practicable date. Shares Outstanding at Class of Common Stock April 30, 1996 $1 par value Transitional small business disclosure format (check one): Yes NO X <TABLE> THE FIRST BANCSHARES, INC. FORM 10-QSB INDEX <CAPTION> Page Part I. Financial Information Number <S> <C> Item 1. Financial Statement (Unaudited) Condensed Balance Sheet - March 31, 1996 3 Condensed Statement of Operations for the Period January 1, 1996 to March 31, 1996 4 Condensed Statement of Cash Flows for the Period January 1, 1996 to March 31, 1996 5 Item 2. Management's Discussion and Analysis or Plan of Operations 6 Part II. Other Information Item 6. Exhibits and Reports on form 8-K 7 - 8 Signatures </TABLE> <TABLE> THE FIRST BANCSHARES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEET MARCH 31, 1996 (UNAUDITED) <CAPTION> ASSETS <S> <C> Cash $5,618,853 Deposits on Land 31,125 Fixed Assets 184,668 Organization Costs 73,580 Deferred Registration Costs 30,930 $5,939,156 ======== LIABILITIES AND SHAREHOLDER'S DEFICIT LIABILITIES Accounts payable and accrued expenses $ 15,900 Note payable bank 100 $ 16,000 SHAREHOLDER'S DEFICIT Common stock par value $1 per share; 10,000,000 shares authorized; 611,018 shares issued and outstanding $ 611,018 Preferred stock par value $1 per share; 10,000,000 shares authorized; no shares issued and outstanding $ 0 Additional paid in capital $ 5,499,162 Deficit accumulated during the pre-opening stage ($ 199,910) Current period profits $ 12,886 $ 5,939,156 ========= </TABLE> <TABLE> THE FIRST BANCSHARES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENT OF OPERATIONS FOR THE PERIOD JANUARY 1, 1996 TO MARCH 31, 1996 (UNAUDITED) <CAPTION> REVENUE <S> <C> Interest Income $97,682 ====== EXPENSES Salaries and employee benefits $52,738 Professional fees and expenses 2,815 Administrative and other costs 29,243 $84,796 Net Income $12,886 ====== </TABLE> <TABLE> THE FIRST BANCSHARES, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENT OF CASH FLOWS FOR THE PERIOD JANUARY 1, 1996 TO MARCH 31, 1996 (UNAUDITED) <CAPTION> CASH FLOWS FROM OPERATING ACTIVITIES <S> <C> Net Profit $ 12,886 Adjustment to reconcile net profit to net cash used in operating activities: Increase in accounts payable and accrued expenses $ 5,772 Net cash used in operating activities $ 18,658 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of premises and equipment ($ 67,449) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the sale of Common Stock $6,110,080 Payments on Debt Obligations ($ 441,850) Increase in organizational and deferred registration costs ($ 1,147) Net cash from financing activities $5,667,083 Net increase in cash and cash equivalents $5,618,292 Cash and cash equivalents at beginning of period $ 561 Cash and cash equivalents at end of period $5,618,853 ======== </TABLE> Item 2. Management's Discussion and Analysis or Plan of Operation The Company was organized on June 23, 1996 (the "Inception Date"). since the Inception Date, the Company's principal activities have related to its organization, the conducting of its initial public offering, and pursuit of approval from the Office of the Comptroller of the Currency ("OCC") for its application to charter its subsidiary bank, The First National Bank of Mississippi (the "Bank"). At March 31, 1996, the company had total assets of $5,939,156 consisting principally of cash and cash equivalents of $5,618,853, Deposits on Land of $31,125, Fixed Assets of $184,668, Organization Costs of $73,580, and Deferred Registration Costs of $30,930. The Organization Costs related to the organization of the Company and the Bank have been capitalized and will be amortized over five years. Deferred Registration Costs will be deducted from paid in capital upon completion of the stock offering. The Company's liabilities at March 31, 1996 were $16,000 consisting primarily of accounts payable. The Company had capital of $5,923,156 with current period profits of $12,886. Revenues are derived from investments acquired with the funds generated through the stock offering. The Company intends to devote the remainder of this fiscal year to the completion of the stock offering, completing the organization of the Bank and one branch facility, and organizing and developing the other business activities of the Company. These organizational activities will include, with respect to the Bank, completing all steps required for final approval from the OCC for the Bank to open for business, hiring qualified personnel to work in various offices of the Bank, conducting public relations activities on behalf of the Bank, developing business contacts for the Bank and the Company, and taking other actions necessary for a successful bank opening. PART II OTHER INFORMATION Item 1. Legal Proceedings. There are no material legal proceedings to which the Company 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. 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 three months ended March 31, 1996. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 3.1 Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1, File No. 33-94288.) 3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1, File No. 33-94288.) 4.1 Provisions in the Company's Articles of Incorporation and Bylaws defining the rights of holders of the Company's common Stock (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1, File No. 33-94288.) 10.1 Employment Agreement dated August 7, 1995, between David E. Johnson and the Company (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1, File No. 33-94288.) 10.5 Lease agreement, dated June 21, 1995, among Joel S. Thomas, individually, Thoms Enterprises, Inc. and the Company (incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1, File No. 33-94288.) The Company did not file any reports on Form 8-K during the three months ended December 31, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registration has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE FIRST BANCSHARES, INC. (Registrant) April 30, 1996 DAVID E. JOHNSON Date President and Chief Executive Officer 6