WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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, 1999 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: 33-58832 FIRST CENTRAL BANCSHARES, INC. (Exact name of small business issue as specified in its charter) Tennessee (State or other jurisdiction of incorporation or organization) 725 Highway 321 North, Lenoir City, Tennessee (Address of principal executive office) 62-1482501 (I.R.S. Employer Identification No.) 37771-0230 (Zip Code) Registrant's telephone number, including area code: (423) 986- 1300 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 $5.00 per share) Indicate by 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 [ ] Indicate by mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or (15d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [x] No [ ] The number of outstanding shares of the registrant's Common Stock, par value $5.00 per share, was 513,281 on August 2, 1999. FORM 10-QSB Index Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998 3 Condensed Consolidated Statements of Income for the three months and six months ended June 30, 1999 and 1998 4 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1999 and 1998 5 Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 1999 and 1998 6 Notes to Condensed Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-14 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Securities Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Balance Sheets (Unaudited) (In Thousands) June 30, December 31, 1999 1998 - -ASSETS- Cash and Due from Banks $ 2,756 $ 2,564 Federal Funds Sold 4,510 14,915 Total Cash and Cash Equivalents 7,266 17,479 Investment Securities Available for Sale 28,453 27,139 Loans, Net 68,953 60,944 Premises and Equipment (Net) 5,218 4,304 Accrued Interest Receivable 761 674 Other Assets 762 218 TOTAL ASSETS $111,413 $110,758 - -LIABILITIES AND STOCKHOLDERS' EQUITY- Liabilities: Deposits Non-Interest Bearing $ 14,523 $ 14,551 Interest Bearing 88,120 87,236 Total Deposits 102,643 101,787 Accrued Interest Payable 405 444 Other Liabilities 106 101 Total Liabilities 103,154 102,332 Stockholders' Equity: Common Stock - Par Value $5.00, Authorized 2,000,000 Shares; Issued and Outstanding 513,281 Shares 2,566 2,566 Additional Paid-In Capital 4,358 4,358 Retained Earnings 1,924 1,457 Accumulated Other Comprehensive Income (Loss) (589) 45 Total Stockholders' Equity 8,259 8,426 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $111,413 $110,758 See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Income (Unaudited) (In Thousands Except per Share Information) Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 INTEREST INCOME: Loans $1,620 $1,488 $3,208 $2,986 Investment Securities 432 294 880 517 Federal Funds Sold 89 170 208 293 Total Interest Income 2,141 1,952 4,296 3,796 INTEREST EXPENSE 979 946 1,970 1,804 Net Interest Income 1,162 1,006 2,326 1,992 PROVISION FOR LOAN LOSSES 60 60 120 65 Net Interest Income After Provision for Loan Losses 1,102 946 2,206 1,927 OTHER INCOME 198 128 372 253 OPERATING EXPENSES 965 691 1,849 1,391 INCOME BEFORE INCOME TAX 335 383 729 789 INCOME TAXES 118 139 262 301 NET INCOME $ 217 $ 244 $ 467 $ 488 BASIC EARNINGS PER COMMON SHARE $ 0.42 $ 0.48 $ 0.91 $ 0.95 See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows (Unaudited) (In Thousands) Six Months Ended June 30, 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 467 $ 488 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Loan Losses 120 65 Depreciation 149 150 Amortization -0- 1 (Increase) in Interest Receivable (87) (154) Increase (Decrease) in Interest Payable (39) 63 Amortization of Premiums (Discounts) on Investment Securities, Net 18 3 FHLB Stock Dividends (48) (9) (Increase) Decrease in Other Assets (153) 59 Increase (Decrease) in Other Liabilities 5 (102) Total Adjustments (35) 76 Net Cash Provided by Operating Activities 432 564 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds From Maturities, Principal Paydowns and Redemption of Investment Securities Available for Sale 7,290 5,128 Purchase of Investment Securities Available for Sale (9,599) (13,254) (Increase) Decrease in Loans (8,129) 291 Purchase of Premises and Equipment (1,063) (100) Net Cash Used in Investing Activities (11,501) (7,935) NET CASH PROVIDED BY INVESTING ACTIVITIES Increase in Deposits 856 18,616 INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS (10,213) 11,245 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17,479 8,682 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,266 $19,927 Supplementary Disclosures of Cash Flow Information: Cash Paid During the Period For: Interest $ 2,009 $ 1,741 Income Taxes $ 281 $ 277 Supplementary Disclosures of Noncash Investing Activities: Change in Unrealized Loss on Investment Securities $ 1,025 $ 23 Change in Deferred Income Tax Benefit Associated with Unrealized Loss on Investment Securities $ 391 $ 9 Change in Net Unrealized Loss on Investment Securities $ 634 $ 14 Issuance of Common Stock Dividend: Par $ -0- $ 232 Additional Paid-in Capital $ -0- $ 931 Reduction in Retained Earnings Due to Issuance of Common Stock $ -0- $ 1,163 See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Comprehensive Income (Los s) (Unaudited) (In Thousands) Six Months Ended June 30, 1999 1998 Net Income $ 467 $488 Other Comprehensive Income (Loss), Net of Tax: Unrealized Losses on Investment Securities (1,025) (23) Less Reclassification Adjustment for Gains Included in net Income -0- -0- Less Income Taxes Related to Unrealized Gains on Investment Securities 391 9 Other Comprehensive Income (Loss), Net of Tax (634) (14) Comprehensive Income (Loss) $ (167) $474 See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 1999 and 1998 NOTE 1 - ORGANIZATION AND BUSINESS First Central Bancshares, Inc. (the Company) was incorporated in 1993 for the purpose of becoming a one bank holding company. On April 3, 1993, the Company acquired 100% of First Central Bank (the Bank) through a share exchange agreement approved by the shareholders of the Bank. The investment in First Central Bank represents virtually all of the assets of First Central Bancshares, Inc. The consolidated financial statements include the accounts of First Central Bancshares, Inc. and its wholly owned subsidiary, First Central Bank. All significant intercompany transactions and balances have been eliminated. NOTE 2 - BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared by the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In the opinion of the Company's management, the disclosures made are adequate to make the information presented not misleading, and the consolidated financial statements contain all adjustments necessary to present fairly the financial position as of June 30, 1999, results of operations for the three months and six months ended June 30, 1999 and 1998, and cash flows for the six months ended June 30, 1999 and 1998. The results of operations for the three months and six months ended June 30, 1999 are not necessarily indicative of the results to be expected for the full year. NOTE 3 - COMMON STOCK DIVIDEND In February 1998, the Company distributed a ten percent (10%) dividend to its stockholders by issuing an additional 46,526 shares of common stock. The Company used a fair market value of $25.00 per share and credited common stock $5.00 per share or $232,630, additional paid in capital $20.00 or $930,520, and charged retained earnings a total of $1,163,150. No stock dividends have been declared during 1999. NOTE 4 - EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares outstanding during the period. For the six months ended June 30, 1999 and 1998 the weighted average number of shares was 513,281. During the period ended June 30, 1999 and 1998 the Company did not have any dilutive securities. NOTE 5 - ACCOUNTING POLICY CHANGES In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated statement of financial position and measure those instruments at fair value. This statement amends FASB Statement No. 52, Foreign Currency Translation, to permit a special accounting for a hedge of a foreign currency forecasted transaction with a derivative. It supersedes FASB Statements No. 80, Accounting for Future Contracts, No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk, and No. 119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments. It amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments to included in statement No. 107 the disclosure provisions about concentrations of credit risk from Statement No. 105. In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133. SFAS 137 amends SFAS 133 to defer the effective data until June 15, 2000. The Statement is required to be applied retroactively to consolidated financial statements of prior periods. The Bank is currently assessing the impact of this statement on its consolidated financial statements and will adopt the statement during 2000. In October 1998, the FASB issued Statement of Financial Accounting Standards No. 134, Accounting for Mortgage-Backed Securities after Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise. SFAS No. 134 amends FASB Statement No. 65, Accounting for Certain Mortgage Banking Activities, which establishes accounting and reporting standards for certain activities of mortgage banking enterprises and other enterprises that conduct operations that are substantially similar to the primary operations of a mortgage banking enterprise. The Bank is not currently entering into any transactions related to securitization of mortgage loans, nor does the Bank anticipate entering into any transactions of this nature in the future. Therefore, SFAS No. 134 will not have any effect on our financial condition or results of operations. Year 2000 Compliance The Bank continued its plans to be ready in all respects for the new millennium. A Y2K committee including executive management has been in place for approximately twenty-one months. The board of directors is updated monthly of progress. A comprehensive evaluation and testing schedule was finalized in 1998 as well as a detailed contingency backup plan. All equipment that was not Y2K compliant was replaced and a new operating system was installed through our data processing server in 1998. Testing of all mission critical systems including the primary and backup operating system was implemented and completed during the second quarter. Testing for all mission critical systems and all other systems/software was completed in the second quarter of 1999. The contingency plans detail specific steps to be taken in the unlikely event of a disruption in our systems or other aspects of operations within our control as well as critical services outside our control such as power, water, and communications. We are on schedule to be compliant in all respects to Y2K. Management remains confident that there will be no interruptions in our ability to continue to provide efficient service to our customers and shareholders in the year 2000 and beyond. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. BALANCE SHEET ANALYSIS - COMPARISON AT JUNE 30, 1999 TO DECEMBER 31, 1998 Assets totalled $111.4 million as of June 30, 1999, as compared to $110.8 million as of December 31, 1998, an increase of 0.54%. INVESTMENT SECURITIES Investment securities were $28.5 million or 25.6% of total assets, as of June 30, 1999 an increase of $1.4 million from $27.1 million as of December 31, 1998. During the six month period there were $7.3 million in calls, maturities, and principal paydowns offset by the purchase of $9.6 million in agency securities. The investment portfolio is comprised of U.S. Government and federal agency obligations and mortgage-backed securities issued by various federal agencies. Mortgage-backed issues comprised 16.89% of the portfolio as of June 30, 1999 and 16.47% as of December 31, 1998. As of June 30, 1999 and December 31, 1998, the Bank's entire investment portfolio was classified as available for sale and reflected on the consolidated balance sheets at fair value with unrealized gains and losses reported in the consolidated statements of comprehensive income (loss), net of any deferred tax effect. The net unrealized loss on securities available for sale, net of tax was approximately $589,000 as of June 30, 1999, a change of approximately $634,000 from December 31, 1998, a result of deterioration in the bond market. The fair value of securities fluctuates with the movement of interest rates. Generally, during periods of decreasing interest rates, the fair values increase whereas the opposite may hold true during a rising interest rate environment. LOANS During the first six months of 1999, total gross loans outstanding increased by approximately $8.0 million to $69.0 million as of June 30, 1999 from $61.0 million as of December 31, 1998 attributable primarily to $20.9 million in originated loans offset by amortization and payoffs of approximately $12.9 million. As of June 30, 1999 and December 31, 1998, net loans outstanding represented 62% and 55% of total assets, respectively. Table 1 summarizes the Bank's loan portfolio by major category as of June 30, 1999 and December 31, 1998. Table 1 - Loan Portfolio by Category (In Thousands) June 30,December 31, 1999 1998 Loans secured by real estate: Commercial properties $ 5,331 $ 7,539 Construction and land development 8,875 8,280 Residential and other properties 20,663 23,553 Total loans secured by real estate 34,869 39,372 Commercial and industrial loans 10,335 5,490 Consumer loans 23,888 16,762 Other loans 1,391 928 70,483 62,552 Less: Allowance for loan losses (639) (594) Unearned interest (853) (977) Unearned loan fees (38) (37) Loans, Net $68,953 $60,944 As of June 30, 1999, there were outstanding commitments to advance construction funds and to originate loans in the amount of $6.5 million and commitments to advance existing home equity, letters of credit and other credit lines in the amount of $6.9 million. Loans are carried net of the allowance for loan losses. The allowance is maintained at a level to absorb possible losses within the loan portfolio. As of June 30, 1999 and December 31, 1998, the allowance had a balance of approximately $639,000 and $594,000, respectively. There were no loans on which the accrual of interest had been discontinued as of June 30, 1999 or at December 31, 1998, and there were approximately $543,000 in loans specifically classified as impaired as defined by SFAS No. 114. Table 2 summarizes the allocation of the loan loss reserve by major categories and Table 3 summarizes the activity in the loan loss reserve for the six month period. Table 2 - Allocation of the Loan Loss Reserve (in Thousands) 6-30-99 % to 12-31-98 % to Balance applicable to: $ Amount Total $ Amount Total Commercial, financial, and agricultural$156 24.00%$ 56 9.00% Real Estate - Construction 89 14.00% 123 21.00% Real Estate - Mortgages 82 14.00% 111 19.00% Installment - Consumers 238 37.00% 158 27.00% Other 21 3.00% 0 0.00% Other Unallocated 53 8.00% 146 24.00% Total $639 100.00% $594 100.00% Table 3 - Analysis of Loan Loss Reserve (In Thousands) 6-30-99 6-30-98 Balance, at beginning of period $594 $587 Charge-offs: Commercial, financial, and agricultural -0- 23 Real estate - construction -0- -0- Real estate - mortgage -0- -0- Installment - Customers 111 76 Other -0- -0- Recoveries: Commercial, financial, and agricultural -0- 3 Real estate - construction -0- -0- Real estate - mortgages -0- -0- Installment - consumers 36 21 Other -0- -0- Net charge-offs 75 75 Additions to loan loss reserve 120 65 Balance at end of period $639 $577 Ratio of net charge-offs to average loans outstanding .09% .13% DEPOSITS Deposits increased by $0.8 million to $102.6 million as of June 30, 1999 from $101.8 million as of December 31, 1998, an increase of 0.79%. Demand deposits, which include regular, money market, NOW and demand deposits, were $47.2 million, or 46.0% of total deposits, at June 30, 1999. Core deposits were 31.9% of total deposits at June 30, 1999. During the six month period, the Bank was successful in increasing the balances in the demand deposit category by $1.7 million to $47.2 million as of June 30, 1999. Certificate accounts were $55.4 million at June 30, 1999, a decrease of $812,000 compared to $56.2 million as of December 31, 1998. Table 4 summarizes the Bank's deposits by major category as of June 30, 1999 and December 31, 1998. Table 4 - Deposits by Category (In Thousands) June 30,December 31, 1999 1998 Demand Deposits: Noninterest-bearing accounts $ 14,523 $ 14,551 NOW and MMDA accounts 27,501 27,170 Savings accounts 5,221 3,856 Total Demand Deposits 47,245 45,577 Term Deposits: Less than $100,000 41,999 41,301 $100,000 or more 13,399 14,909 55,398 56,210 Total Deposits $102,643 $101,787 CAPITAL During the six month period ended June 30, 1999, stockholders' equity decreased by $167,000 to $8.3 million, due to net income for the period of $467,000 offset by the decline in value of securities available for sale of $634,000. LIQUIDITY AND CAPITAL RESOURCES The Bank's primary sources of liquidity are deposit balances, available-for-sale securities, principal and interest payments on loans and investment securities and FHLB advances. As of June 30, 1999, the Bank held $28.5 million in available- for-sale securities and during the first six months of 1999 the Bank received $7.3 million in proceeds from maturities, redemptions and principal payments on its investment portfolio. Deposits increased by $856,000 during the same six month period. The Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB) and is eligible to obtain both short and long term credit advances. Borrowing capacity is limited to the Bank's available qualified collateral which consists primarily of certain 1-4 family residential mortgages and certain investment securities. The Bank had no advances outstanding from the FHLB at June 30, 1999. The Bank can also enter into repurchase agreement transactions should the need for additional liquidity arise. At June 30, 1999, the Bank had $1,247,000 of repurchase agreements outstanding. As of June 30, 1999, the Bank had capital of $8.3 million, or 7.4% of total assets, as compared to $8.4 million, or 7.6%, at December 31, 1998. Tennessee chartered banks that are insured by the FDIC are subject to minimum capital requirements. Regulatory guidelines define the minimum amount of qualifying capital an institution must maintain as a percentage of risk- weighted assets and total assets. Table 5 - Regulatory Capital (Dollars in Thousands) Minimum June 30,December 31,Regulatory 1999 1998 Ratios Tier 1 Capital as a Percentage of Risk-Weighted Assets 11.0% 11.2% 4.00% Total Capital as a Percentage of Risk-Weighted Assets 11.8% 12.0% 8.00% Leverage Ratio 8.5% 7.6% Up to 5.00% Total Risk-Weighted Assets $80,159 $74,658 As of June 30, 1999 and December 31, 1998, the Bank exceeded all of the minimum regulatory capital ratio requirements. RESULTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1999 AND 1998 GENERAL The Bank reported net income of $467,000, or $0.91 per share for the six month period ended June 30, 1999 as compared with $488,000 or $0.95 per share for the same period in 1998, an decrease of 4.30%. NET INTEREST INCOME Net interest income increased by $334,000 to $2.3 million for the six month period in 1999 from the comparable period in 1998. Contributing to this increase was an increase in average interest earning assets. Average interest earning assets, at a yield of 8.30% totalled $103.0 million as of June 30, 1999. In comparison in 1998, average interest earning assets, at a yield of 8.75%, totalled $86.7 million. Interest income increased by $483,000 for the six month period in 1999 compared to the same period in 1998. This improvement is primarily attributable to an increase of approximately $16.4 million, or 18.9%, in the volume of average earning assets during the six month period ended June 30, 1999 compared to the six month period ended June 30, 1998. Interest income on loans increased by $222,000 over the same two periods primarily as a result of an increase of approximately $6.8 million in average loans outstanding. Over the same two periods, interest on investments increased by $346,000 due to an increase of approximately $11.6 million or 71.3% in the volume of investments during the six month period. Interest income on Federal Funds Sold decreased by $85,000 due to a decrease in the average yield on Federal Funds Sold outstanding during the six month period from 5.39% in 1998 to 4.72% in 1999, and also a decrease in the average balance outstanding of $2.1 million over the same period in 1998. Total interest expense increased $166,000 for the six month period ended June 30, 1999 compared to the same period in 1998. Interest on deposits increased as a result of an increase of approximately $14.9 million in average deposits over the same period in 1998. The average rate on interest-bearing liabilities decreased to 4.53% for the six month period in 1999 from 5.00% in the comparable period of 1998. Table 6 - Average Balances, Interest and Average Rates June 30 1999 (in thousands) 1998 Average AverageAverage Average Balance Interest Rate Balance Interest Rate Assets: Federal Funds Sold$ 8,812 $ 208 4.72% $10,875 $ 293 5.39% Investments: Securities--Taxable 25,778 821 6.37% 14,926 497 6.66% Non-Taxable 2,176 42 3.86% 1,386 20 2.89% Total Loans, Including Fees 66,349 3,208 9.67% 59,555 2,986 10.03% Total Interest Earning Assets 103,115 4,279 8.30% 86,742 3,796 8.75% Cash and Due From Banks 3,404 2,759 All Other Assets 5,786 4,789 Loan Loss Reserve/ Unearned Fees (1,543) (1,933) TOTAL ASSETS $110,762 $92,357 Liabilities and Stockholders Equity: Interest Bearing Deposits: Time Deposits $ 55,642 $1,354 4.87%$44,290 $1,250 5.64% Other 31,397 616 3.92% 27,880 550 3.95% FHLB Advances -0- -0- N/A 18 4 4.44% Federal Funds Purchased -0- -0- N/A -0- -0- N/A Total Interest-Bearing Liabilities 87,039 1,970 4.53% 72,188 1,804 5.00% Net Interest Income $2,309 $1,992 Non-Interest Bearing Deposits 14,743 11,700 Total Cost of Funds 3.87% 4.30% All Other Liabilities 938 761 Stockholders Equity 8,150 7,718 Unrealized Gain/Loss on Securities (108) (10) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $110,762 $92,357 Net Interest Yield 3.77% 3.75% Net Interest Margin 4.48% 4.59% Table 7 - Interest Rate Sensitivity (In Thousands) June 30, 1999 Less One YearGreater Non- Than Through Than Interest 1 Year 5 Years 5 Years Bearing Total Asset: Federal Funds Sold $ 4,510 $ 4,510 Investments 428 3,828 24,197 28,453 Loans 38,837 31,260 386 70,483 Non-Interest Earning Assets and Unearned Assets/Loan Loss Reserve 7,967 7,967 43,775 35,088 24,583 7,967 111,413 Liabilities and Stockholders' Equity: Interest-Bearing Deposits 70,608 17,512 -0- 88,120 Non-Interest Bearing Deposits 14,523 14,523 FHLB Advances -0- -0- Noninterest Bearing Liabilities and Stockholders' Equity 8,770 8,770 Total 70,608 17,512 -0- 23,293 111,413 Interest Rate Sensitivity Gap (26,833) 17,576 24,583 (15,326) -0- Cumulative Interest Rate Sensitivity Gap $(26,833) $(9,257)$15,326 $ -0- $ -0- OTHER INCOME Total other income was $372,000 for the six month period ended June 30, 1999 as compared to $253,000 for the same period in 1998, an increase of $119,000. Other income is comprised primarily of customer service fees and other items. OPERATING EXPENSES Total operating expenses were $1,849,000, or 1.67% of average total assets, for the six month period ended June 30, 1999 as compared to $1,391,000, or 3.01%, for the same period in 1998. Both the salaries and employee benefits and occupancy and equipment categories of expenses increased when comparing the two periods. Salaries and employee benefits increased by $292,000 or 43% over the first six months of 1999 due to normal salary increases. Occupancy and equipment expenses increased approximately $35,000 when compared to expenses at June 30, 1998, an increase of 25.9%. Contributing to the increase in occupancy and equipment expenses was the opening of the Alcoa branch during the fourth quarter of 1998 and the Sweetwater branch during the first quarter of 1999. INCOME TAXES The Bank recognizes income taxes using the Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Bank's assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled. The Bank's deferred tax asset is reviewed quarterly and adjustments to such asset are recognized as deferred income tax expense or benefit based on management's judgment relating to the realizability of such asset. During the six month period ending June 30, 1999, the Bank recorded $262,000 in tax expense which resulted in an approximate effective rate of 35.9%. Comparably, in 1998, the Bank recorded $301,000 in tax expense, resulting in an approximate effective rate of 38.2%. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY PART 1 - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults 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 Exhibit 27 - Financial Data Schedule. FORM IO-QSB(A) SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST CENTRAL BANCSHARES, INC. Date: By: ____________________________________________________ Ed. F. Bell, Chairman, President and Chief Executive Officer Date: By: ____________________________________________________ Willard D. Price, Executive Vice President and Chief Financial Officer Exhibit 27 - Financial Data Schedule 6-30-99 Amount (In Thousands) Cash $ 2,756 Federal Funds Sold 4,510 Trading Assets -0- Investments AFS 28,453 Investments HTM -0- Investments-Market -0- Loans 70,483 Allowance for Losses 639 Total Assets 111,413 Deposits 102,643 Short-Term Borrowings -0- Other Liabilities 108 Long-Term Debt -0- Preferred Stock-Mandatory -0- Preferred-Non Mandatory -0- Common Stock 2,566 Other Stockholders Equity 4,358 Total Liab.-Stockh. Equity 111,413 Interest on Loans 3,208 Interest on Investments 880 Other Interest Income 208 Total interest Income 4,296 Interest on Deposits 1,970 Total Interest Expense 1,970 Net Interest Income 2,326 Provision-Loan Losses 120 Securities-Gain/Loss -0- Other Expenses 1,849 Income Before Tax 729 Income Before Extraordinary 729 Extraordinary Less Tax -0- Cumul. Change Acct. Principal -0- Net Income 467 Earnings Per Share-P 0.91 Earnings Per Share-D 0.91 Net Interest Yield-EA 3.77 Loans-Non Accrual 543 Loans Past Due > 90 Days -0- Troubled Debt Restructuring -0- Potential Problem Loans -0- Allowance-Beginning 594 Total Charge-Offs 111 Total Recoveries 36 Allowance End of Period 639 Loan Loss-Domestic 639 Loan Loss-Foreign -0- Loan Loss-Unallocated -0- (b) Reports on Form 8-K, None.