<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, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 1934
For the transition period from _______ to _______
Commission File Number: 000-25345
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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 [ ]
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, 2000:
1,049,930 SHARES
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE> 2
PART I - FINANCIAL INFORMATION
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<CAPTION>
Page No.
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<S> <C>
ITEM 1. Financial Statements
Consolidated Balance Sheet (unaudited) 3
Consolidated statement of operations (unaudited)
for the three months ended March 31, 1999 and 2000 4
Consolidated statement of comprehensive loss (unaudited)
for the three months ended March 31, 1999 and 2000 5
Statement of Cash Flows (unaudited) for the
three months ended March 31, 1999 and 2000 6
Item 2. Management's Discussion and Analysis of
Financial Condition and results of operations 8
PART II - OTHER INFORMATION
ITEM 2. Changes in Securities and use of proceeds 10
ITEM 4. Submission of matters to a vote of Security Holders 10
ITEM 5. Other Matters 10
ITEM 6. Exhibits and reports on Form 8-K: 10
</TABLE>
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<PAGE> 3
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
March 31, 2000
<TABLE>
<S> <C>
ASSETS
Cash and due from banks $ 1,490,869
Federal funds sold 3,160,000
Securities available for sale 13,259,634
Loans 24,299,490
Less allowance for loan losses 348,000
------------
Loans, net 23,951,490
Premises and equipment 2,266,507
Other assets 541,637
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$ 44,670,137
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing demand $ 3,993,019
Interest bearing demand and savings 13,110,209
Time deposits over $100,000 4,835,487
Other time deposits 14,079,022
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Total deposits 36,017,737
Other liabilities 128,298
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TOTAL LIABILITIES 36,146,035
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Shareholders' Deficit
Preferred Stock, par value not stated; 2,000,000 shares authorized;
no shares issued $ --
Common Stock, $1.00 par value, 10,000,000 shares authorized;
1,050,000 shares issued and outstanding 1,050,000
Capital surplus 8,538,483
Accumulated deficit (969,723)
Accumulated other comprehensive loss (93,888)
Treasury Stock (770)
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TOTAL SHAREHOLDERS' EQUITY 8,524,102
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$ 44,670,137
============
</TABLE>
See Notes to Financial Statements
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<PAGE> 4
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Three months ended March 31, 1999 and 2000
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
INTEREST INCOME
Loans $ 496,710
Investment securities 211,589 15,083
Deposits in banks 885
Federal funds sold 39,043
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TOTAL INTEREST INCOME 748,227 15,083
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INTEREST EXPENSE
Deposits 360,977
Other borrowed money -- 11,287
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TOTAL INTEREST EXPENSE 360,977 11,287
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NET INTEREST INCOME 387,250 3,796
Provision for loan losses 48,000 --
-------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 339,250 3,796
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OTHER INCOME
Service charges on deposit accounts 16,469 --
Other service charges, commissions and fees 4,438 --
-------------------------
20,907 --
-------------------------
OTHER EXPENSES
Salaries and employee benefits 193,739 75,007
Equipment and occupancy expenses 49,024 202
Marketing expenses 16,351 --
Data processing expenses 29,755 --
Administrative expenses 37,757 8,479
Loan expenses 2,330 --
Organizational and preopening expenses -- 27,580
Other expenses 27,770 --
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TOTAL EXPENSES 356,726 111,268
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INCOME (LOSS) BEFORE INCOME TAXES 3,431 (107,472)
Income tax expense -- --
-------------------------
NET INCOME (LOSS) $ 3,431 $ (107,472)
=========================
INCOME (LOSS) PER COMMON SHARE $ 0.00 $ (0.74)
=========================
</TABLE>
See Notes to Financial Statements
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<PAGE> 5
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
Three months ended March 31, 1999 and 2000
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
NET INCOME (LOSS) $ 3,431 $ (107,472)
Other comprehensive loss
Net unrealized holding losses arising during period, net of
tax (benefit) of $(24,049) (46,685) --
--------------------------
COMPREHENSIVE (LOSS) $ (43,254) $ (107,472)
==========================
</TABLE>
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<PAGE> 6
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 1999 and 2000
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,431 $ (107,472)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 11,477
Provision for loan losses 48,000
Imputed interest on advances from Organizers -- 1,495
Increase in interest receivable (98,774) --
Other operating activities (41,238) (40,586)
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Net cash used in operating activities (77,104) (146,563)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (367,929) (302,921)
Net increase in Federal funds sold (2,350,000)
Net increase in loans (4,691,625)
Proceeds from maturities of securities available for sale 522,154
Purchase of securities available for sale (493,000) (7,971,988)
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Net cash used in Investing activities (7,380,400) (8,274,909)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 7,999,817
Proceeds from advances under line of Credit 205,000
Repayment of notes payable (693,152)
Purchase of Treasury stock (770)
Repayment of advances from organizers (80,000)
Net proceeds from sale of common stock 9,779,439
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Net cash provided by financing activities 7,999,047 9,211,287
------------ ------------
Net increase in cash 541,543 789,815
Cash and due from banks at beginning of period 949,326 5,220
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Cash and due from banks at end of period $ 1,490,869 $ 795,035
============ ============
SUPPLEMENTAL DISCLOSURE
Cash paid for interest $ 361,100 $ --
============ ============
NON-CASH TRANSACTION
Unrealized losses on securities available for sale $ 70,734 $ --
============ ============
</TABLE>
See notes to Financial Statements
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<PAGE> 7
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
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.
The company received final approvals and commenced banking operations on April
28, 1999.
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of the Company and
the Bank. All intercompany accounts and transactions have been eliminated in
consolidation.
The interim financial statements included herein are unaudited but reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of the financial position and results of operations for the
interim period presented. All such adjustments are of a normal recurring
nature. The results of operations for the period ended March 31, 2000 are not
necessarily indicative of the results of a full year's operations.
The accounting principles followed by the Company and the methods of applying
these principles conform with generally accepted accounting principles (GAAP)
and with general practices within the banking industry.
In preparing financial statements in conformity with GAAP, management is
required to make estimates and assumptions that affect the reported amounts in
the financial statements. Actual results could differ significantly from those
estimates. Material estimates common the banking industry that are particularly
susceptible to significant change in the near term include, but are not limited
to, the determinations of the allowance for loan losses, the valuations of real
estate acquired in connection with or in lieu of foreclosure on loans, and
valuation allowances associated with deferred tax assets, the recognition of
which are based on future taxable income.
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 operating
losses incurred during the preopening period.
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<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
As of March 31, 2000 the Company's total assets were $44,670,000 representing
an increase of $7,929,000 or 21.58% from December 31, 1999. The major area of
increase was in loans, which increased $4,4644,000 or 24.05%. Premises and
equipment increased $356,000 as the Company completed and occupied its new main
office facility during February. Federal funds sold increased $2,350,000 to
$3,160,000 representing the use of excess funds generated from the increase in
deposits during the quarter. The increase in assets was funded by increased
deposits. Total deposits increased to $36,018,000 from the year-end amount of
$28,018,000. This is an increase of $8,000,000 or 28.55%.
There were no related party or other loans which were considered nonperforming
at March 31, 2000.
RESULTS OF OPERATIONS
During the first quarter of 2000 the Company achieved profitability. Earnings
for the period were $3,431. Comparisons with the results of operations for the
first quarter of 1999 are not meaningful as during the first quarter of 1999
the company was still in its development stage. It began banking operations on
April 28, 1999.
For the first three months of 2000 the Bank had a yield on earning assets of
8.04%. The associated cost of liabilities was 4.96%. This results in a spread
of 3.08%. Further improvement in profitability will depend upon the Company
increasing this spread. In order to achieve this the Company will have to
continue to increase its asset base and allocate a higher percentage of earning
assets to its loan portfolio. At March 31, 2000 the loan to deposit ratio was
66.50%. Higher profitability is achieved when this ratio exceeds 75%. The
Company will continue to control its non-interest expenses to improve
profitability.
CAPITAL
The following table presents the Company's regulatory capital position as of
March 31, 2000.
<TABLE>
<S> <C>
Tier 1 Capital Ratio, actual 32.22%
Tier 1 Capital minimum requirement 4.00%
Tier 2 Capital Ratio, actual 33.47%
Tier 2 Capital minimum requirement 8.00%
Leverage Ratio 21.12%
Leverage Ratio minimum requirement 4.00%
</TABLE>
The Company's capital ratios will continue to decrease as it continues to grow,
the current amounts of capital are expected to be adequate for the foreseeable
future.
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<PAGE> 9
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 that 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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<PAGE> 10
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
(A) EXHIBITS 27. FINANCIAL DATA SCHEDULE (for SEC use only)
(B) REPORTS ON FORM 8-K
None
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<PAGE> 11
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 12, 2000 /s/ Robert E. Lee
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Date Robert E. Lee,
President
May 12, 2000 /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, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,490,869
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,160,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,259,634
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 24,266,490
<ALLOWANCE> 348,000
<TOTAL-ASSETS> 44,670,137
<DEPOSITS> 36,017,737
<SHORT-TERM> 0
<LIABILITIES-OTHER> 128,298
<LONG-TERM> 0
0
0
<COMMON> 1,050,000
<OTHER-SE> 7,606,966
<TOTAL-LIABILITIES-AND-EQUITY> 46,670,137
<INTEREST-LOAN> 496,710
<INTEREST-INVEST> 211,589
<INTEREST-OTHER> 39,928
<INTEREST-TOTAL> 748,227
<INTEREST-DEPOSIT> 360,977
<INTEREST-EXPENSE> 360,977
<INTEREST-INCOME-NET> 387,250
<LOAN-LOSSES> 48,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 356,726
<INCOME-PRETAX> 3,431
<INCOME-PRE-EXTRAORDINARY> 3,431
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,431
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 8.09
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 300,000
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 348,000
<ALLOWANCE-DOMESTIC> 348,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
