<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 1934
For the transition period from _______ to _______
Commission File Number: 000-25345
COMMUNITY CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2413468
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
P.O. Drawer 71269, Albany, Georgia 31708
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(Address of principal executive offices)
(912) 446-2265
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(Registrant's telephone number, including area code)
Not Applicable
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(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 (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
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 31, 1999:
1,050,000 SHARES
Transitional Small Business Disclosure Format (check one):
Yes No X
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PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
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<S> <C>
ITEM 1. Financial Statements
Balance Sheet (unaudited) as of March 31, 1999 3
Statement of Loss and accumulated deficit (unaudited)
for the three months ended March 31, 1999 4
Statement of Cash Flows (unaudited) for the
three months ended March 31, 1999 5
Item 2. Management's Discussion and Analysis of
Financial Condition and results of operations 7
PART II - OTHER INFORMATION
ITEM 2. Changes in Securities and use of proceeds 8
ITEM 4. Submission of matters to a vote of Security Holders 8
ITEM 5. Other Matters 8
ITEM 6. Exhibits and reports on Form 8-K: 9
</TABLE>
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COMMUNITY CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (UNAUDITED)
March 31, 1999
<TABLE>
<S> <C>
ASSETS
Cash in banks $ 795,035
Short term investments 7,971,988
Property 663,054
Prepaid assets 45,903
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Deferred stock offering costs $ 9,475,980
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LIABILITIES AND SHAREHOLDERS' DEFICIT
Liabilities
Due to organizers $ --
Notes payable to bank --
Notes payable to finance company 22,649
Deferred compensation 33,334
Other liabilities 6,170
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Total Liabilities $ 62,153
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Shareholders' Deficit
Preferred Stock, par value not stated; 2,000,000 shares authorized;
no shares issued $ --
Common Stock, $1.00 par value, 10,000,000 shares authorized;
1,050,000 shares issued and outstanding 1,050,000
Additional paid-in capital 8,671,347
Deficit accumulated during development stage (307,520)
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Total shareholders' deficit 9,413,827
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$ 9,475,980
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</TABLE>
See Notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
Three months ended March 31, 1999
<TABLE>
<S> <C>
INTEREST INCOME $ 15,083
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EXPENSES
Management salaries & benefits 75,007
Organization costs 11,124
Pre-opening expenses 16,456
Training and seminars 5,280
Interest 11,287
Automobile 202
Postage and telephone 3,199
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Total Expenses 122,555
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Net Loss for the period $107,472
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Accumulated Deficit beginning of period $200,048
Total accumulated deficit $307,520
========
</TABLE>
See Notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (107,472)
Adjustments to reconcile net loss to net cash used in
Operating activities:
Imputed interest on advances from Organizers 1,495
Deferred compensation 12,501
Increase in Prepaid assets and accrued Liabilities (53,087)
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Net cash used in operating activities (146,563)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property (302,921)
Purchase of short-term investment (7,971,988)
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Net cash used in Investing activities (8,274,909)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances under line of Credit 205,000
Payment on installment loan (3,152)
Payment on line of credit (690,000)
Payment of advances from organizers (80,000)
Issuance of common stock 9,826,820
Stock offering costs (47,381)
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Net cash provided by financing activities 9,211,287
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Net increase in cash 789,815
Cash at beginning of period 5,220
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Cash at end of period 795,035
===========
</TABLE>
See notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Community Capital Bancshares, Inc. (the "Company") was organized on August
19,1998 to operate as a bank holding company pursuant to the Federal Bank
Holding Company Act of 1956, as amended, and to purchase 100% of the issued and
outstanding capital stock of Albany Bank & Trust N.A. (the "Bank"), an
association organized under the laws of the United States, which conducts a
general banking business in Albany, Georgia. The Organizers filed an application
with the Office of the Comptroller of the Currency (the "OCC") to charter the
proposed bank. The Company filed an application to become a bank holding company
with the Board of Governors of the Federal Reserve System (the "Federal
Reserve") and the Georgia Department of Banking and Finance. Upon obtaining
regulatory approval, the Company became a registered bank holding company
subject to regulation by the Federal Reserve and the Department of Banking and
Finance.
Activities since inception have consisted of the Organizers of the Company and
the Bank engaging in organizational and preopening activities necessary to
obtain regulatory approvals and to prepare to commence business as a financial
institution.
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared on the accrual basis in accordance
with generally accepted accounting principles.
Stock Offering Costs
Stock offering Costs represent fees paid to attorneys. Such costs were charged
to additional paid-in capital upon completion of the stock offering.
Income Taxes
The Company will be subject to Federal and state income taxes when taxable
income is generated. No income taxes have been accrued because of the operation
losses incurred during the preopening period.
Fiscal Year
The Company will adopt a calendar year for both financial reporting and tax
reporting purposes.
NOTE 2. SUBSEQUENT EVENT
On April 28, 1999 the Company received final regulatory approvals and commenced
operations as a National Bank.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
During the first quarter of 1999, the Company continued its activities as a
development stage company. On March 29, 1999 the Company repaid $80,000 of
advances from the organizers and on March 19, 1999 the Company repaid $690,000
of amounts drawn on the line of credit. Total expenses for the three months
ended March 31, 1999 were $117,546. Of this, $75,007 was for salaries and
employee benefits. On April 28, 1999 the Company received final regulatory
approval and commenced operations as a bank holding company through its wholly
owned subsidiary Albany Bank & Trust N.A.
YEAR 2000 ISSUES
Since this is a new company, all equipment and software is recently acquired.
The company's policy is to purchase only Year 2000 ready equipment and software.
For this reason, the company considers itself year 2000 ready and expects to
incur no additional expenses in remediating potential Year 2000 problems. The
primary risks to the Company will be from third parties, either customers or
service providers of electricity, telephone and other services. At the present
time, it is not possible to determine the potential impact of non-compliance by
these providers. The Company will review major customers' Year 2000 readiness as
it establishes relationships with these customers to determine potential impact
on the Company. The Company is in the process of developing Year 2000 specific
contingency plans. It expects completion of these plans during the third quarter
of 1999.
FORWARD-LOOKING STATEMENTS
This document contains statements that constitute "forward-looking statements"
within the meaning of Sections 27A of the Securities Act of 1933, as amended,
and Sections 21E of the Securities Exchange Act of 1934, as amended. The words
"believe", "estimate", "expect", "intend", "anticipate" and similar expressions
and variations thereof identify certain of such forward-looking statements,
which speak only as of the dates which they were made. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Users are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that the actual results may
differ materially from those indicated in the forward-looking statements as a
result of various factors. Users are therefore cautioned not to place undue
reliance on these forward-looking statements.
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ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 16, 1999 the Company consummated an initial public offering in
which it issued 1,000,000 shares of common stock, $1.00 par value, at an
aggregate offering price of $10,000,000, or $10.00 per share. On March 25, 1999,
the Company consummated the sale of an additional 50,000 shares of common stock
at an aggregate offering price of $500,000, or $10.00 per share, pursuant to the
underwriters' exercise of their over-allotment option. The shares were offered
in a firm commitment underwritten offering managed by Interstate/Johnson Lane
Corporation, who received an underwriting discount of $673,180 or $0.64 per
share. Because Interstate/Johnson Lane did not exercise its over-allotment
option as to 100,000 of the registered shares within 30 days of March 11, 1999,
the offering terminated with these shares unsold. The effective date of the
Company's registration statement, (SEC Registration No. 333-68307), which
registered an aggregate of 1,150,000 shares of common stock at an aggregate
offering price of $11,500,000, was March 11, 1999.
The net offering proceeds to the Company after deducting the
underwriting discount and offering expenses were $9,826,820. For the period from
March 11, 1999 to March 31, 1999, we have used the net proceeds as follows:
<TABLE>
<CAPTION>
Amount: Description
<S> <C>
$ 92,788 Construction of building and facilities
$ 148,679 Purchase and installation of furniture, fixtures equipment
$ 80,000 Repayment of advances by organizers
$ 690,000 Repayment of amounts drawn on line of credit
$ 858,449 Working capital
$ 7,956,904 Temporary investments, consisting of short-term,
investment grade, interest-bearing securities
</TABLE>
The advanced from the organizers and the amounts drawn on a line of
credit were used primarily to purchase the site for the Bank's main office at a
purchase of $311,000 and to pay offering and pre-opening expenses of $232,000.
Other than the repayment of the advances by the organizers, who also
serve as directors of Community Capital, no other payments were made either
directly or indirectly to the directors, officers, or their associates, persons
owning 10% or more of the common stock or to affiliates of Community Capital.
These uses of the proceeds do not represent a material change in the use of
proceeds described in the prospectus.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 11, 1999, the sole shareholder of the Company by written
consent approved the adoption of the 1998 Community Capital Bancshares, Inc.
1998 Stock Incentive Plan.
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<PAGE> 9
ITEM 5. OTHER INFORMATION
Pursuant to rule 12a-4(c)(1) promulgated under the Securities Exchange
Act of 1934, as amended, shareholders desiring to present a proposal for
consideration at the Company's 2000 Annual meeting of Shareholders must notify
the Company in writing at its principal office at 2815 Meredyth Drive, Albany
Georgia 31707 of the contents of such proposal no later than January 31, 2000.
Failure to timely submit such a proposal will enable the proxies appointed by
management to exercise their discretionary voting authority when the proposal is
raised at the Annual Meeting of Shareholders without any discussion of the
matter in the proxy statement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS 27. FINANCIAL DATA SCHEDULE (for SEC use only)
(B) REPORTS ON FORM 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMUNITY CAPITAL BANCSHARES, INC.
May 14, 1999 /s/ Robert E. Lee
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Date Robert E. Lee,
President
May 14, 1999 /s/ David J. Baranko
- ------------------------- ----------------------------------------
Date David J. Baranko
Chief Financial Officer
(Duly authorized officer and
principal financial/accounting
officer)
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<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COMMUNITY CAPITAL BANCSHARES, INC. FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 795,035
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,971,988
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 9,475,980
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 62,143
<LONG-TERM> 0
0
0
<COMMON> 1,050,000
<OTHER-SE> 8,363,827
<TOTAL-LIABILITIES-AND-EQUITY> 9,475,980
<INTEREST-LOAN> 0
<INTEREST-INVEST> 15,083
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 15,083
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 11,287
<INTEREST-INCOME-NET> 3,796
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 111,268
<INCOME-PRETAX> (107,472)
<INCOME-PRE-EXTRAORDINARY> (107,472)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (107,472)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
