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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 June 30, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 1934
For the transition period from to
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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 June 30, 2000:
1,049,903 SHARES
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page No.
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<S> <C> <C>
ITEM 1. Financial Statements
Consolidated Balance Sheets (unaudited) 3
Consolidated statements of operations (unaudited) 4
Consolidated statements of comprehensive loss (unaudited) 5
Consolidates Statements of Cash Flows (unaudited) 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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COMMUNITY CAPITAL BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
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<S> <C> <C>
ASSETS
Cash and due from banks $ 2,315,458 $ 949,326
Federal funds sold 1,400,000 810,000
Securities available for sale 12,567,695 13,351,772
Loans 29,164,453 19,607,865
Less allowance for loan losses 390,789 300,000
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Loans, net 28,773,664 19,307,865
Premises and equipment 2,691,351 1,910,055
Other assets 642,749 412,437
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$ 48,390,917 $ 36,741,455
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing demand $ 4,353,093 $ 2,925,670
Interest bearing demand and savings 14,554,460 8,808,195
Time deposits over $100,000 3,798,307 4,888,828
Other time deposits 15,243,807 11,395,227
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Total deposits 37,949,667 28,017,920
Federal Home Loan Bank advance 1,800,000 --
Other liabilities 94,575 155,409
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TOTAL LIABILITIES $ 39,844,242 $ 28,173,329
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SHAREHOLDERS' EQUITY
Preferred Stock, par value not stated; 2,000,000
shares authorized; no shares issued $ -- $ --
Common Stock, $1.00 par value, 10,000,000 shares
authorized; 1,050,000 shares issued 1,050,000 1,050,000
Capital surplus 8,538,483 8,538,483
Accumulated deficit (947,818) (973,154)
Accumulated other comprehensive loss (92,930) (47,203)
Treasury stock, 97 shares and 0 shares respectively (1,060) --
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TOTAL SHAREHOLDERS' EQUITY 8,546,675 8,568,126
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$ 48,390,917 $ 36,741,455
============ ============
</TABLE>
See Notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
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June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
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<S> <C> <C> <C> <C>
INTEREST INCOME
Loans 631,074 66,927 1,127,784 66,927
Taxable securities 203,989 28,012 415,578 43,095
Deposits in banks 540 -- 1,425 --
Federal funds sold 14,258 61,365 53,301 61,365
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TOTAL INTEREST INCOME 849,861 156,304 1,598,088 171,387
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INTEREST EXPENSE
Deposits 390,154 29,998 751,131 29,998
Other borrowed money 8,114 45 8,114 11,332
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TOTAL INTEREST EXPENSE 398,268 30,043 759,245 41,330
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NET INTEREST INCOME 451,593 126,261 838,843 130,057
Provision for loan losses 46,000 90,000 94,000 90,000
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NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 405,593 36,261 744,843 40,057
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OTHER INCOME
Service charges on deposit accounts 30,754 1,241 47,223 1,241
Other service charges, commissions and fees 8,474 1,932 12,912 1,932
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TOTAL OTHER INCOME 39,228 3,173 60,135 3,173
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OTHER EXPENSES
Salaries and employee benefits 220,640 171,636 414,379 246,643
Equipment and occupancy expense 72,735 63,422 121,759 63,826
Marketing expense 21,402 -- 37,753
Data processing expense 28,660 22,608 58,415 22,608
Administrative expenses 47,539 13,289 85,296 16,487
Loan expenses 3,081 -- 5,411 --
Organizational and preopening expenses -- -- -- 27,580
Other operating expenses 28,859 82,802 56,629 87,881
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TOTAL OTHER EXPENSES 422,916 353,757 779,642 465,025
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INCOME (LOSS) BEFORE INCOME TAXES 21,905 (314,323) 25,336 (421,795)
Income tax expense -- -- -- --
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NET INCOME (LOSS) $ 21,905 $ (314,323) $ 25,336 $ (421,795)
========== =========== ========== ===========
INCOME (LOSS) PER COMMON SHARE $ 0.02 $ (0.30) $ 0.02 $ (0.40)
========== =========== ========== ===========
Weighted average shares outstanding 1,049,896 1,050,000 1,049,940 1,050,000
========== =========== ========== ===========
</TABLE>
See Notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
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June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
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<S> <C> <C> <C> <C>
NET INCOME (LOSS) $ 21,905 $(314,323) $ 25,336 $(421,795)
Other Comprehensive Income:
Net unrealized holding gains (losses) 1,452 -- (69,282) --
Tax effect (314) 23,555
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COMPREHENSIVE INCOME (LOSS) $ 23,043 $(314,323) $(20,391) $(421,795)
======== ========= ======== =========
</TABLE>
See Notes to Financial Statements
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COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) Six months ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 25,336 $ (421,795)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 35,660 16,146
Provision for loan losses 94,000 90,000
Imputed interest on advances from Organizers -- 1,495
Increase in interest receivable (138,377) --
Other operating activities (129,214) 31,172
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Net cash used in operating activities (112,595) (282,982)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (816,956) (661,513)
Net increase in Federal funds sold (590,000) (8,720,000)
Net increase in loans (9,559,799) (6,151,859)
Proceeds from maturities of securities available for sale 1,216,395 8,000,000
Purchase of securities available for sale (501,600) (8,768,325)
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Net cash used in Investing activities (10,251,960) (16,301,697)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 9,931,747 8,025,304
Proceeds from advances under line of Credit -- 205,000
Proceeds from FHLB advance 1,800,000
Repayment of notes payable -- (693,152)
Purchase of Treasury stock (1,060)
Repayment of advances from organizers -- (80,000)
Net proceeds from sale of common stock -- 9,578,457
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Net cash provided by financing activities 11,730,687 17,035,609
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Net increase in cash 1,366,132 450,930
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 $ 2,315,458 $ 456,150
============ ============
SUPPLEMENTAL DISCLOSURE
Cash paid for interest $ 796,450 $ 17,240
============ ============
NON-CASH TRANSACTION
Unrealized losses on securities available for sale $ 69,282 $ --
============ ============
</TABLE>
See Notes to Financial Statements
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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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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
At June 30, 2000 the Company's assets increased $11,649,000 from the December
31, 1999 amount to $48,391,000, an increase of 31.7%. Loans increased to
$28,774,000 from the year-end amount of $19,308,000. This is an increase of
$9,466,000 or 49.0%. The increase in assets was primarily funded by increased
deposits. Total deposits at June 30, 2000 increased $9,931,000 to $37,950,000.
Additionally, in late June, the bank obtained a $1,800,000 advance from the
Federal Home Loan Bank. This advance is at a fixed rate and has fixed principal
reductions over its 60 month term. It is collateralized by investment
securities owned by the bank.
There were no related party loans that were considered nonperforming at June
30, 2000. At June 30, 2000 the Company had $3,000 in non-accruing loans
outstanding.
RESULTS OF OPERATIONS
Earnings for the first half of the year were $25,336. Primary and fully diluted
earnings per share for the first six months were $0.02 per share. Comparisons
with the results of operations for the prior would not be meaningful as during
1999 the Company was still in its development stage. The Company commenced
banking operations on April 28, 1999.
The growth in earning assets is reflected in the earnings for the current year.
Interest and fees on loans for the current year was $1,128,000. This amount
should continue to increase proportionately as the loans increase. Total
interest expense is $759,000 and is increasing as the deposit base of the bank
increases. The resulting net interest income for the current year is $839,000.
This represents a net interest margin of 4.32%. In order to improve
profitability, the bank must continue to increase this margin.
The provision for loan losses of $94,000 represents the expense recognized by
the Company during the current year to provide for potential future loan losses
by replenishing the allowance for loan losses. At June 30, 2000 the allowance
for loan losses was $391,000. This represents 1.34% of total loans outstanding.
During the second quarter of 2000, the Company initiated two new services to
its customers. The Bank hired a full time registered representative to provide
full service and discount brokerage services. Additionally, the Bank hired a
mortgage originator to provide traditional mortgage financing to its customers.
Both of these services will provide additional non-interest income. However,
since both started during the second quarter, they have not yet reached their
full potential in terms of income generation. The net effect is that these new
services caused a slight increase in non-interest expense during the second
quarter.
CAPITAL
The following table presents the Company's regulatory capital position as of
June 30, 2000.
<TABLE>
<S> <C>
Tier 1 Capital Ratio, actual 26.83%
Tier 1 Capital minimum requirement 4.00%
Tier 2 Capital Ratio, actual 28.06%
Tier 2 Capital minimum requirement 8.00%
Leverage Ratio 19.22%
Leverage Ratio minimum requirement 4.00%
</TABLE>
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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.
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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ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 24, 2000, the Company held its annual meeting of shareholders
at which the following director nominees were elected to a three-year
term by the votes indicated:
<TABLE>
<CAPTION>
Directors Votes For Votes Withheld
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<S> <C> <C>
Charles M. Jones, III 1,017,175 32,755
Van Cise Knowles 1,017,175 32,755
Robert E. Lee 1,017,175 32,755
Corinne C. Martin 1,017,175 32,755
William F. McAfee 1,017,175 32,755
</TABLE>
ITEM 5. OTHER INFORMATION
None
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.
August 11, 2000 /s/ Robert E. Lee
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Date Robert E. Lee,
President
August 11, 2000 /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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