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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 September 30, 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
(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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of September 30, 1999:
1,050,000 SHARES
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION Page No.
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ITEM 1. Financial Statements
Consolidated Balance Sheet (unaudited) 3
Consolidated Statements of Loss and Comprehensive Loss
(unaudited) 4
Consolidated Statement of Cash Flows (unaudited) 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
ITEM 6. Exhibits and reports on Form 8-K: 8
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COMMUNITY CAPITAL BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 1999
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ASSETS
Cash and due from banks $ 1,300,500
Federal funds sold 4,105,000
Securities available for sale, at fair value 7,469,931
Loans 13,416,981
Less allowance for loan losses (210,000)
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Loans, net 13,206,981
Premises and equipment, net 1,337,441
Other assets 246,878
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$ 27,666,731
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest bearing demand $ 1,832,843
Interest bearing demand and savings 4,983,113
Time deposits 11,973,657
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Total deposits 18,789,613
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Other liabilities 109,521
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Total Liabilities $ 18,899,134
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Shareholders' Deficit
Preferred Stock, par value not stated; 2,000,000 shares authorized;
no shares issued $ --
Common Stock, $1.00 par value, 10,000,000 shares authorized;
1,050,000 shares issued and outstanding 1,050,000
Accumulated Comprehensive Income 7,764
Additional paid-in capital 8,538,483
Retained (deficit) (828,650)
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Total shareholders' equity 8,767,597
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$ 27,666,731
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See Notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC.
CONSOLIDATED COMPREHENSIVE STATEMENT OF LOSS (UNAUDITED)
Three and Nine months ended September 30, 1999
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Three months Nine Months
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INTEREST INCOME
Interest and fees on loans $ 230,406 $ 297,333
Interest on investment securities 54,040 97,135
Interest on federal funds sold 108,402 169,767
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392,848 564,235
INTEREST EXPENSE
Interest on deposits 161,069 191,067
Interest on other borrowed funds 97 11,429
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161,166 202,496
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Net interest income 231,682 361,739
Provision for loan losses 120,000 210,000
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Net interest income after provision for
loan losses 111,682 151,739
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OTHER INCOME
Service charges on deposit accounts 11,373 12,614
Other fees and income 7,685 9,617
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19,058 22,231
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OTHER EXPENSES
Salaries & employee benefits 163,623 410,266
Organization costs -- 11,124
Pre-opening expenses -- 16,456
Training and seminars 2,582 7,957
Premises and fixed assets 71,512 131,855
Data processing fees 21,707 44,315
Automobile 2,266
5,749
Postage and telephone 10,149 26,630
Other expenses 65,708 148,220
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337,547 802,572
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Net (Loss) for the period (206,807) (628,602)
============= =============
Other Comprehensive Income:
Net unrealized holding gains arising during
the period, net of tax of $4,015 7,764 7,764
COMPREHENSIVE INCOME (199,043) (620,838)
============= =============
Net (loss) per share $ (0.20) $ (0.60)
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See Notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine months ended September 30, 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (628,602)
Adjustments to reconcile net loss to net cash used in
Operating activities:
Depreciation 41,829
Provision for loan losses 210,000
Imputed interest on advances from Organizers 1,495
Deferred compensation (20,833)
Net change in Prepaid assets and accrued Liabilities (106,288)
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Net cash used in operating activities (502,399)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Investments (15,462,167)
Proceeds from maturities of investment securities 8,000,000
(Increase) in loans (13,416,981)
(Increase) in Federal funds sold (4,105,000)
Purchase of fixed assets (1,019,137)
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Net cash used in investing activities (26,003,285)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits 18,789,613
Proceeds from advances under line of Credit 205,000
Payment on installment loan (7,122)
Payment on line of credit (690,000)
Payment of advances from organizers (80,000)
Issuance of common stock 9,583,473
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Net cash provided by financing activities 27,800,964
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Net increase in cash 1,295,280
Cash at beginning of period 5,220
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Cash at end of period 1,300,500
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See notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC.
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 primarily 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. On April 28, 1999 the Company received final regulatory
approvals and commenced operations as a National Bank.
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.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company received final regulatory approvals and commenced banking operations
through its wholly owned subsidiary Albany Bank & Trust on April 28, 1999. The
following is a discussion of the Company's financial condition as of September
30, 1999 and its results of operations for the three and nine months ended
September 30, 1999. These comments should be read in conjunction with the
Company's financial statements and accompanying footnotes in this report.
ASSETS AND LIABILITIES - Total assets at September 30, 1999 were $27,666,731.
Since beginning operations as a bank holding company, the company originated
$13,416,981 in loans. Deposits have provided funding for these loans by
customers, which totaled $18,789,613 at the end of the quarter. Excess funds are
held in Federal funds sold. During the third quarter, the company began
purchasing additional investment securities to improve yields. Investments
totaled $7,469,931. These securities are all high-grade federal agencies with
maturities less than five years. Management expects to continue strong growth in
assets for the remainder of 1999 and into the year 2000. The high growth rates
are the result of the newness of the bank. Management monitors the different
types of assets and deposits to maintain a proper mix of types, maturities and
interest rates. Future growth will be generated by the Company's ability to
foster and maintain quality banking relationships with customers.
At September 30 Premises and equipment was $1,337,441. The growth in this area
is the result of construction of the subsidiary bank's permanent office.
Occupancy of the new facility is expected early in the first quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES - Liquidity management involves the matching of
the cash flow requirements of customers, who may either be depositors desiring
to withdraw funds or borrowers requiring loan proceeds. The Company must
maintain sufficient funds to meet both these needs. This is accomplished by
managing the balances and maturities of interest bearing assets and liabilities
so that the balances in Cash and Federal funds sold are sufficient to meet
anticipated demand for immediate funds. Additionally, the subsidiary bank
maintains relationships with correspondent banks, which can provide additional
funds on short notice.
The liquidity and capital resources of the Company are monitored on a periodic
basis by regulatory authorities and by management. The Company has no historical
reference at present for the seasonal demands of its customers. Because of the
lack of history, and the expected high growth rate of the Company, a higher than
normal level of liquidity is being maintained. Federal regulatory agencies also
maintain guidelines regarding the capital levels. At September 30, 1999 the
company was in compliance with these guidelines.
RESULTS OF OPERATIONS - The Company's results of operations are determined by
its ability to effectively manage net interest income, control non-interest
expense, generate non-interest income and minimize loan losses. In order for the
Company to become profitable, it must increase the amount of its earning assets
so that net interest income is sufficient to cover the normal operating expenses
incurred in a banking operation. Net interest income for the three months ended
was $111,682. Other income was $19,058. Total non-interest expense was $337,547.
The Company continues to monitor its non-interest income and expense to improve
its profitability.
PROVISION FOR LOAN LOSSES - The provision for loan losses represents a charge to
earnings in the current period to maintain the allowance for loan losses at
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a level management determines is adequate. The provision for loan losses charged
to earnings was $210,000 in 1999. The allowance for loan losses represents
reserve for potential losses in the loan portfolio. This is evaluated on a
regular basis by management to insure that it is adequate but not excessive.
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. Depository customers will also be monitored for any possible
additional liquidity needs due to cash withdrawals as the year end approaches.
The Company has developed contingency plans and will test them as deemed
necessary during the fourth 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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS 27. FINANCIAL DATA SCHEDULE
(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.
November 12, 1999 /s/ Robert E. Lee
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Date Robert E. Lee,
President
November 12, 1999 /s/ David J. Baranko
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Date David J. Baranko
Chief Financial Officer
(Duly authorized officer and
principal financial / accounting
Officer)
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COMMUNITY CAPITAL BANCSHARES, INC. FOR THE NINE MONTHS
ENDED SEPTEMBER 1, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-01-1999
<CASH> 1,300,500
<INT-BEARING-DEPOSITS> 61,918
<FED-FUNDS-SOLD> 4,105,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,469,931
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 13,416,981
<ALLOWANCE> 210,000
<TOTAL-ASSETS> 27,666,731
<DEPOSITS> 18,789,613
<SHORT-TERM> 0
<LIABILITIES-OTHER> 109,521
<LONG-TERM> 0
0
0
<COMMON> 1,050,000
<OTHER-SE> 7,817,597
<TOTAL-LIABILITIES-AND-EQUITY> 27,666,731
<INTEREST-LOAN> 297,333
<INTEREST-INVEST> 97,135
<INTEREST-OTHER> 169,767
<INTEREST-TOTAL> 564,235
<INTEREST-DEPOSIT> 191,067
<INTEREST-EXPENSE> 202,496
<INTEREST-INCOME-NET> 361,739
<LOAN-LOSSES> 210,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 802,572
<INCOME-PRETAX> (628,602)
<INCOME-PRE-EXTRAORDINARY> (628,602)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (628,602)
<EPS-BASIC> (.60)
<EPS-DILUTED> (.60)
<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> 210,000
<ALLOWANCE-DOMESTIC> 210,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
