SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended Commission File Number March 31, 1995 0-7674 FIRST FINANCIAL BANKSHARES, INC. (Exact Name of Registrant as Specified in its Charter) Texas 75- 0944023 (State of Incorporation) (I.R.S. Employer Identification No.) 400 Pine Street, Abilene, Texas 79601 (Address of Executive Offices) (Zip Code) Registrant's Telephone Number (915) 675-7155 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par Value $10.00 Per Share (Title of Class) 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 (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 . There were 5,006,077 shares of common stock outstanding as of May 4, 1995. TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item Page 1. Financial Statements 4 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Signatures 10 PART I FINANCIAL INFORMATION Item 1. Financial Statements. The consolidated balance sheets of First Financial Bankshares, Inc. at March 31, 1995, December 31, 1994, and March 31, 1994, and the consolidated statements of earnings, the consolidated statements of changes in stockholders'equity, and the consolidated statements of cash flows for the three months ended March 31, 1995 and 1994, follow on pages 4 through 7. FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, December 31, 1995 1994 1994 ASSETS Cash and due from banks $ 59,174,214 $ 50,375,800 $ 60,536,136 Interest-bearing deposits in banks 198,508 885,264 198,000 Federal funds sold 13,715,000 27,078,000 23,100,000 Investment securities: U.S. Treasury and government agencies 422,473,807 448,424,590 439,236,540 State and political subdivisions15,438,155 18,872,249 17,396,180 Other 6,545,229 7,961,246 6,611,672 Total investment securities 444,457,191 475,258,085 463,244,392 Loans 436,304,809 414,057,089 432,609,308 Less:Allowance for loan losses 8,989,941 9,327,781 9,024,424 Unearned discount 7,014,033 6,868,228 7,048,685 Net loans 420,300,835 397,861,080 416,536,199 Bank premises and equipment-net 29,314,028 30,568,924 29,466,438 Goodwill 1,162,937 1,238,783 1,181,897 Other assets 19,237,490 20,140,311 18,350,085 TOTAL ASSETS $ 987,560,203 $ 1,003,406,247 $ 1,012,613,147 LIABILITIES Noninterest-bearing deposits $ 182,749,132 $ 180,137,736 $ 200,912,655 Interest-bearing demand deposits 277,906,602 302,150,976 298,904,193 Interest-bearing time deposits 411,197,457 413,034,325 401,112,784 Total deposits 871,853,191 895,323,037 900,929,632 Short-term borrowings 65,000 150,000 90,000 Mortgage notes payable - 1,127,845 1,054,131 Dividends payable 1,401,702 1,270,837 1,399,220 Other liabilities 7,830,870 7,252,018 5,232,262 Total liabilities 881,150,763 905,123,737 908,705,245 SHAREHOLDERS' EQUITY Capital stock-$10 par value; 10,000,000 shares authorized 50,060,770 39,723,130 49,972,140 Capital surplus 36,865,955 15,866,153 36,863,701 Retained earnings 19,954,288 42,740,465 17,769,812 Unrealized (loss) on investment securities available for sale (471,573) (47,238) (697,751) Total shareholders'equity 106,409,440 98,282,510 103,907,902 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 987,560,203 $ 1,003,406,247 $ 1,012,613,147 FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS Three Months Ended March 31, 1995 1994 INTEREST INCOME Loans, including fees $ 10,092,526$ 8,240,792 Investment income-taxable 6,058,408 5,994,169 Investment income-tax exempt 180,548 217,709 Interest on interest bearing deposits 2,553 10,810 Interest on federal funds sold 345,268 281,924 Total interest income 16,679,303 14,745,404 INTEREST EXPENSE Interest-bearing deposits 6,159,172 4,892,737 Short-term borrowings 4,509 724 Interest on mortgage notes payable 6,323 26,534 Total interest expense 6,170,004 4,919,995 NET INTEREST INCOME 10,509,299 9,825,409 Provision for loan losses 20,000 40,000 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,489,299 9,785,409 NONINTEREST INCOME Trust fees 769,437 774,813 Service fees on deposit accounts 1,376,259 1,312,611 Other 855,958 967,512 Total noninterest income 3,001,654 3,054,936 NONINTEREST EXPENSE Salaries and employee benefits 4,072,762 4,178,115 Net occupancy and equipment expenses 598,531 652,993 Equipment expense 490,090 536,028 FDIC assessments 195,690 204,628 Correspondent bank service charges 212,851 227,594 Other 2,515,927 2,493,122 Total noninterest expense 8,085,851 8,292,480 EARNINGS BEFORE INCOME TAXES 5,405,102 4,547,865 Provision for income tax 1,818,924 1,444,472 NET EARNINGS $ 3,586,178 $ 3,103,393 EARNINGS PER SHARE 1 $ 0.72 $ 0.62 DIVIDENDS PER SHARE 2 $ 0.28 $ 0.26 1 Earnings per share are calculated using weighted average shares outstanding for each period presented, giving retroactive effect to shares issued through a 25% stock dividend in the second quarter of 1994. 2 Dividends per share are calculated using actual number of shares outstanding at the end of each period presented, giving retroactive effect to shares issued through a 25% stock dividend in the second quarter of 1994. FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Unrealized Gain (Loss) On InvestmentTotal Securities Share- Capital Stock 1 Capital Retained Available holders' Shares Amount Surplus 1 Earnings 1 for Sale Equity 1 Balances at December 31, 1993 3,978,767 $ 39,787,670 $ 15,948,384 $ 40,973,629 $ - $ 96,709,683 Initial unrealized gain recorded on investment securities available for sale 244,069 244,069 Net earnings - year to date 13,112,230 13,112,230 Cash dividends (5,462,207) (5,462,207) Exercise of stock options 23,695 236,950 25,525 262,475 Cash paid for fractional shares resulting from stock dividend (16,528) (16,528) Stock dividend994,752 9,947,520 20,889,792 (30,837,312) Change in unrealized gain (loss) (941,820) (941,820) Balances at December 31, 1994 4,997,214 49,972,140 36,863,701 17,769,812 (697,751) 103,907,902 Net earnings- year to date 3,586,178 3,586,178 Cash dividends (1,401,702) (1,401,702) Exercise of stock options 8,863 88,630 2,254 90,884 Change in unrealized gain (loss) 226,178 226,178 Balances at March 31, 1995 5,006,077 $ 50,060,770 $ 36,865,955 $ 19,954,288 $ (471,573) $ 106,409,440 1 December 31, 1993 balances restated to reflect pooling-of-interests. FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 3,586,178 $ 3,103,393 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 661,507 640,446 Provision for loan losses 20,000 40,000 Premium amortization, net of discount accretion 857,195 1,106,149 Gain on sale of securities - (73,396) Deferred federal income tax benefit 2,934 - - Increase in other assets (730,197) (2,508,141) Increase in other liabilities 2,598,608 1,660,353 Total adjustments 3,410,047 865,411 Net cash provided by operating activities 6,996,225 3,968,804 CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in interest-bearing deposits in banks (508) (98,264) Proceeds from sale of investment securities 4,119,844 2,024,688 Proceeds from maturity of investment securities 40,585,979 30,067,505 Purchase of investment securities (26,550,496) (52,250,734) Net (increase) decrease in loans (3,957,818) 13,451,402 Capital expenditures (548,786) (1,137,544) Proceeds from sale of assets 72,546 - Net cash used in investing activities 13,720,761 (7,942,947) CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in noninterest-bearing deposits (18,163,523)(18,620,921) Net increase (decrease) in interest-bearing deposits (10,912,918) 594,398 Net (increase) decrease in other short-term borrowings (25,000) 60,000 Repayment of long-term debt (1,054,131) (23,143) Proceeds from stock issuances 90,884 39,495 Dividends paid (1,399,220) (1,342,734) Net cash used by financing activities (31,463,908) (19,292,905) Net decrease in cash and cash equivalents (10,746,922)(23,267,048) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 83,636,136 100,720,848 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 72,889,214 $ 77,453,800 NON-CASH INVESTING AND FINANCING ACTIVITIES: Assets acquired through foreclosure $ 200,632 $ - Loans to finance sales of other real estate 27,450 122,865 Change in unrealized (loss) on investment securities available for sale 226,178 (47,238) OTHER DISCLOSURES: Interest paid 5,791,045 4,961,462 Federal income tax paid 100,000 120,000 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net income for the first quarter 1995 totaled $3.6 million, an increase of approximately 16 percent over the $3.1 million earned in the first quarter last year. The improved earnings resulted from increased net interest income and reduced noninterest expense. On a per share basis, income amounted to $ .72 per share as compared to $ .62 reported in 1994. Return on average assets was 1.46 percent which was up from 1.26 percent reported for the first quarter last year. Return on average equity for the first quarter amounted to 13.80 percent and was slightly below the 1994 first quarter ratio of 13.87 percent. Net interest income for the first quarter was $684 thousand above the 1994 first quarter amount with the increase attributable to higher average loans. The net interest margin for the first quarter 1995 was 4.77% as compared to 4.40% for the first quarter last year. Total noninterest income for the first quarter amounted to $3.0 million, down slightly from the 1994 first quarter total. Trust fees were virtually unchanged from the 1994 amount, and service fees on deposits were up $64 thousand. There were no securities gains or losses during the first quarter 1995 as compared to first quarter 1994 gains of $73 thousand which were included in other noninterest income. Mortgage loan fees were down $44 thousand and also contributed to the 1995 decrease in other noninterest income. Total first quarter 1995 noninterest expense totaled $8.1 million which was approximately $200 thousand below the same period last year. Salaries and benefits expense and occupancy and equipment expenses were down $105 thousand and $85 thousand, respectively. Other noninterest expenses in the first quarter were near prior year first quarter amounts. Balance Sheet Review Total assets of $988 million at March 31, 1995, represent a $16 million decrease from the prior year and a $25 million decrease from December 31, 1994. These decreases were driven primarily by lower deposit totals. Compared to March 31, 1994, the Company's balance sheet at March 31, 1995, reflects a $22 million increase in loans and decreases in Federal funds sold and investment securities of $31 million and $13 million, respectively. Compared to the year-end 1994 balance sheet, investment securities and Federal funds have declined $19 million and $9 million, respectively, and loans reflect a modest $4 million increase. With respect to deposits, the March 31, 1995, amount is below both December 31 and March 31, 1994, with the decline, for the most part, attributable to the higher returns currently available in non bank investment products. Nonperforming assets at March 31, 1995, totaled $2.3 million, down from $4.6 million at March 31, 1994, but up slightly from the year- end 1994 total of $2.2 million. Improvement from the first quarter 1994 resulted primarily from a reduction in nonaccrual loans. The March 31, 1995, components of nonperforming assets are relatively unchanged from year-end 1994. Management is not aware of any material classified credit not properly disclosed as nonperforming and considers the allowance for loan losses to be adequate. Liquidity and Capital The Company's consolidated statements of cash flows are presented on page 7 in this report. At March 31, 1995, the balance sheet reflects adequate liquidity, and the parent company had no funded debt under its $5 million line of credit from an unaffiliated financial institution. Total equity capital amounted to $106.4 million at March 31, 1995, which was up from $103.9 million at year-end 1994 and $98.2 million at March 31, 1994. The ratio of equity capital to assets at March 31, 1995, was 10.8 percent as compared to 10.3 percent at December 31, 1994, and 9.8 percent at March 31, 1994. The first quarter dividend was $ .28 per share and amounted to $1.4 million, or 39 percent of earnings. On April 25, 1995, the Company declared a second quarter cash dividend of $ .31 per share which will be payable July 1, 1995. 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. FIRST FINANCIAL BANKSHARES, INC. Date By: Curtis R. Harvey Executive Vice President and Chief Financial Officer Date By: Sandy Lester Secretary-Treasurer