<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1999
-------------
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission File No. 333-69555
FIRST CAPITAL BANCSHARES, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
South Carolina 57-1070990
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(State of Incorporation) (I.R.S. Employer Identification No.)
207 Highway 15/ 401 Bypass East, Bennettsville, South Carolina 29512
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(Address of Principal Executive Offices)
(843) 454-9337
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(Issuer'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)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
30,000 shares of common stock, par value $.01 per share, were issued
and outstanding as of June 30, 1999.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE> 2
FIRST CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
JUNE 30, 1999
UNAUDITED
-------------
<S> <C>
Cash and cash equivalents $ 36,623
Premises and equipment 404,698
Deferred stock issue and organization costs 44,794
Other prepaid costs 38,043
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Total assets $ 524,158
=============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
LIABILITIES
Notes payable $ 585,000
Accrued expenses 9,000
--------------
Total liabilities $ 594,000
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STOCKHOLDERS' (DEFICIT)
Common stock, $.01 par value, 10,000,000 shares
authorized, 30,000 shares issued and outstanding $ 300
Additional paid-in-capital 299,700
Deficit accumulated during the development stage (369,842)
--------------
Total stockholders' (deficit) (69,842)
--------------
Total liabilities and stockholders' (deficit) $ 524,158
==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 3
FIRST CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM
FOR THE SIX INCEPTION
MONTHS ENDED (DECEMBER 19, 1997)
JUNE 30, 1999 THROUGH JUNE 30, 1999
---------------- ---------------------
<S> <C> <C>
EXPENSES
Interest expense $ 12,403 $ 12,403
Salary and employee benefits 126,999 192,499
Occupancy and equipment expenses 11,793 12,004
Other operating expenses 56,156 152,936
--------------- --------------
Total expenses 207,351 369,842
--------------- --------------
Net loss $ (207,351) $ (369,842)
=============== ==============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (.69) $ (1.23)
=============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
FIRST CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
UNAUDITED
---------
<S> <C>
OPERATING ACTIVITIES
Net loss $(207,351)
INVESTING ACTIVITIES
Purchase of property and equipment (389,698)
Increase in other prepaid costs (18,971)
---------
Net cash used for investing activities (616,020)
---------
FINANCING ACTIVITIES
Increase in deferred stock issuance and organization costs (36,650)
Proceeds from notes payable 585,000
---------
Net cash provided by financing activities 548,350
---------
Net decrease in cash (66,670)
---------
CASH, BEGINNING OF PERIOD 103,293
---------
CASH, END OF PERIOD $ 36,623
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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FIRST CAPITAL BANCSHARES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
First Capital Bancshares, Inc. was organized in December 1997 to
organize and own all of the capital stock of First Capital Bank. First Capital
Bancshares has received preliminary approval from the Office of Thrift
Supervision to charter First Capital Bank as a savings bank.
To raise capital, the company has filed a Registration Statement on
Form SB-2 with the Securities and Exchange Commission offering for sale a
minimum of 500,000 and a maximum of 720,000 shares of its common stock at $10
per share. The registration statement was declared effective on March 30, 1999,
and the company has commenced the offering. Prior to the offering, the
organizers of the company purchased 30,000 shares of common stock at $10.00 per
share. The organizers and directors of the company and the members of their
immediate families have subscribed to purchase an additional 55,200 shares in
the offering, for a total investment of $852,000. The organizers may purchase
additional shares if necessary to help the company break escrow.
The company will open the bank upon the completion of the offering,
provided it has raised a minimum of $5 million in the offering and obtained the
necessary regulatory approvals. First Capital Bancshares expects to open the
bank and commence operations sometime within the third quarter of 1999. Upon
opening, the company will charge the organization and pre-opening costs against
its initial period's operating results. The company currently estimates that
First Capital Bancshares will incur approximately $23,000 in organizational
expenses, and that First Capital Bank will incur approximately $400,000 in
organizational and pre-opening expenses, which is $100,000 higher than our
previous estimate described in the registration statement. This amount
increased due to unexpected delays in obtaining regulatory approval for the
bank.
The expenses related to the stock offering will be deducted from the
proceeds of the offering. The company estimates that these expenses will be
approximately $442,160, consisting principally of commissions and other
expenses directly related to the stock offering.
The company is a development stage enterprise as defined by Statement
of Financial Accounting Standards No. 7, "Accounting and Reporting by
Development Stage Enterprises," as it devotes substantially all its efforts to
establishing a new business. Planned principal operations have not commenced
and therefore no revenue has been recognized from such planned operations.
The offering period was originally scheduled to expire on June 15,
1999. The company extended the offering to August 13, 1999, and then to October
29, 1999. The company has also reserved the right to extend the offering for
further periods through January 31, 2000. All subscriptions are binding on
subscribers and may not be revoked by subscribers without the company's
consent. No subscription proceeds will be returned to subscribers unless the
offering expires or it is terminated before the issuance of shares and release
of subscription proceeds. Subscribers will not have the right to receive
interest on any subscription proceeds that are returned.
5
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NOTE 2 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In our opinion, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. As we have no operations, operating results
for the six-month period ended June 30, 1999 are not indicative of the results
that may be expected for the year ending December 31, 1999. For further
information, refer to the financial statements and footnotes thereto included
in our Registration Statement on Form SB-2 (Registration Number 333-69555) as
filed with and declared effective by the Securities and Exchange Commission.
NOTE 3 - NOTES PAYABLE
Notes payable consists of two loans totaling $585,000 as of June 30,
1999. The first note was obtained on March 1, 1999 in the amount of $335,000
for the purpose of purchasing a building to use as the permanent site for the
bank. The note bears interest at a variable rate of 1.00% below the prime rate
as published in the Wall Street Journal. The principal balance is due on March
1, 2000 and interest payments are due monthly. This note is secured by a first
mortgage on the real estate and building where the permanent site will exist.
The second note represents a revolving line of credit dated May 17,
1999 in the amount of $250,000 used to fund expenses incurred during the
organizational stage of the bank. The note bears interest under the same terms
as the note described above. The principal balance is due on May 17, 2000 and
interest payments are due monthly. This note is unsecured. As of June 30, 1999,
we had used the entire line of credit.
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ materially from
the results discussed in the forward-looking statements, and our operating
performance each quarter is subject to various risks and uncertainties that are
discussed in detail in our filings with the Securities and Exchange Commission,
including the "Risk Factors" section in our Registration Statement on Form SB-2
(Registration Number 333-69555).
Our principal activities to date have related to our organization, the
conducting of our initial public offering, the pursuit of approvals from the
OTS for our application to charter the bank, and our pursuit of approvals from
the FDIC for our application for deposit insurance. On April 30, 1999, we
received preliminary approval from the OTS to charter the bank. On February 5,
1999, we received preliminary approval for deposit insurance.
At June 30, 1999, we had total assets of $524,158, consisting
principally of property and equipment of $404,698 and other prepaid costs of
$38,043.
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Our liabilities at June 30, 1999 were $594,000, consisting primarily
of notes payable totaling $585,000, and accrued expenses of $9,000. We had a
shareholders' deficit of $(369,842) at June 30, 1999.
We had a net loss of $(207,351) for the six months ended June 30,
1999. These losses resulted from expenses incurred in connection with
activities related to our organization and that of the bank. These activities
included the preparation and filing of an application with the OTS to charter
the bank, the preparation and filing of an application with the FDIC to obtain
insurance of the deposits of the bank, responding to questions and providing
additional information to the OTS and the FDIC in connection with the
application process, the selling of our common stock in the offering, meetings
and discussions among various organizers regarding application information,
target markets, and capitalization issues, and planning and organizing for the
opening of the bank. Because we are in the organizational stage, we have had no
operations from which to generate revenues. Operations have been funded through
the initial stock purchases by the organizers and through our line of credit
described above. Due to regulatory delays, our expected pre-opening and
organizations expenses have increased from approximately $300,000 to $400,000.
We intend to devote the remainder of this fiscal year to conducting
the offering, completing the organization of the bank, opening for business,
and organizing and developing our business activities. These organizational
activities will include, with respect to the bank, completing all required
steps for final approval from the OTS for the bank to open for business, hiring
qualified personnel to work in the various offices of the bank, conducting
public relations activities on behalf of the bank, developing prospective
business contacts for the bank and taking other actions necessary for a
successful bank opening. With respect to First Capital Bancshares, these
activities will include the pursuit of approval from the OTS to become a
unitary thrift holding company by acquiring all of the capital stock to be
issued by the bank.
Through the bank we will offer a full range of commercial banking
services to individuals, and small business customers in our primary service
area. These services will include personal and business loans, checking
accounts, savings, and time certificates of deposit. The loans, transaction
accounts, and time certificates will be at rates competitive with those offered
in the bank's primary service area. Customer deposits with the bank will be
insured to the maximum extent provided by law through the FDIC. The bank
intends to offer night depository and bank-by-mail services and to sell
travelers checks (issued by an independent entity) and cashiers checks. We do
not anticipate offering trust and fiduciary services initially and will rely on
trust and fiduciary services offered by correspondent banks.
Initially, we anticipate deriving income principally from interest
charged on loans and, to a lesser extent, from interest earned on investments,
from fees received in connection with the origination of loans, and from other
services. Our principal expenses are anticipated to be interest expense on
deposits and operating expenses.
Following the offering we believe we can satisfy future cash
requirements for at least the first several years of operations and will not
have to raise additional capital during the first twelve months of operations.
Currently, we have six employees and expect this number to increase to
approximately ten by the end of 1999.
7
<PAGE> 8
CAPABILITY OF DATA PROCESSING SOFTWARE TO ACCOMMODATE THE YEAR 2000
Like many financial institutions, we will rely upon computers for the
daily conduct of our business and for information systems processing. There is
concern among industry experts that on January 1, 2000, computers will be
unable to "read" the new year and there may be widespread computer
malfunctions. In June 1996, the Federal Financial Institutions Examination
Council alerted the banking industry that serious challenges could be
encountered with Year 2000 issues. In addition, the OTS and the FDIC have
issued guidelines to require compliance with Year 2000 issues. In accordance
with these guidelines, we have developed and are executing a plan to ensure
that our computer and telecommunication systems do not have these Year 2000
problems. We will be generally relying on software and hardware developed by
independent third parties for our information systems. We are a new company and
therefore, despite our reliance upon third parties for many of our information
systems, we believe that by following the procedures that are outlined below,
we have the ability to minimize our year 2000 risk.
We have entered into an agreement with Fiserv Solutions, Inc. to
provide our mission critical hardware and software and to perform all overnight
processing and reconciliation of our daily transaction data. Fiserv is a
well-established company which provides similar systems and services to
thousands of financial institutions in the United States. Fiserv has completed
testing the system we will be using with generic data which has been
artificially "aged" to simulate all critical year 2000 related dates. Banking
regulators have approved this type of testing as a valid means of testing. We
have reviewed these tests and are satisfied that the system tested is similar
to ours and that the Fiserv system did not encounter any year 2000 problems. We
therefore do not expect to encounter any year 2000 issues in the Fiserv system.
Our agreements with Fiserv include warranties that their system is year 2000
compliant in all respects, although the remedies available under such
agreements are limited and specifically exclude special, incidental, indirect,
and consequential damages.
We will require all other significant vendors to provide similar test
results and warranties regarding year 2000 compliance. Because we have chosen
our information systems and software with the year 2000 in mind, we do not
believe we will have any significant expenses associated with that year 2000
separate from the expense of choosing and acquiring these systems. We have
hired our accountants to assist us in assessing our year 2000 risks and worst
case scenario and to prepare a year 2000 contingency plan to address the
possibility that Fiserv or any of our other vendors encounter material problems
related to the year 2000.
We may also incur losses if our loan customers encounter year 2000 problems
which would prevent them from repaying loans. We intend to require
certification from our larger commercial borrowers that their systems are year
2000 compliant and that they do not expect to be adversely affected by the year
change. Although these certifications will be helpful, it would be very
difficult for us to accurately assess the year 2000 readiness of any borrower.
We may therefore suffer loan losses from customers who have significant year
2000 problems. The amount of potential loss from this issue is not
quantifiable.
Most Likely Consequences of Year 2000 Problems. We expect to identify
and resolve all Year 2000 problems that could materially adversely affect our
business. However, we believe that it is not possible to determine with
complete certainty that we have identified and corrected all Year 2000
problems. The number of devices that could be affected and the interactions
among these devices are simply too numerous. In addition, we cannot accurately
predict how many failures related to the Year 2000 problem will occur with our
suppliers, customers, or other third parties or the severity, duration,
8
<PAGE> 9
or financial consequences of such failures.
As a result, we expect that we could possibly suffer the following
consequences:
- A number of operational inconveniences and inefficiencies for
the Bank, its service providers, or its customers that may
divert our time and attention and financial and human
resources from our ordinary business activities; and
- System malfunctions that may require significant efforts by
us or our service providers or customers to prevent or
alleviate material business disruptions.
Additionally, there may be a higher than usual demand for liquidity immediately
prior to the century change due deposit withdrawals by customers concerned
about Year 2000 issues. Because we will have only recently opened and will not
have generated a large number of loans by year-end, we expect to have more than
adequate liquidity. However, to address this possible demand, we may also
secure an additional line of credit with the Federal Home Loan Bank and our
three correspondent banks.
Contingency Plans. We have developed contingency plans to be
implemented as part of our efforts to identify and correct any Year 2000
problems affecting our internal systems. Depending on the systems affected,
these plans include (a) accelerated replacement of affected equipment or
software; (b) short term use of backup equipment and software; (c) increased
work hours for our personnel or use of contract personnel to correct, on an
accelerated schedule, any Year 2000 problems which arise; and (d) other similar
approaches. If we are required to implement any of these contingency plans,
these plans could have a material adverse effect on our business.
9
<PAGE> 10
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which we or any of
our subsidiaries are a party or of which any of their property is the subject.
ITEM 2. CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to security holders for a vote during
the three months ended June 30, 1999.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
3.1. Articles of Incorporation and all amendments*
3.2. Bylaws*
4.1. See Exhibits 3.1 and 3.2 for provisions in First Capital
Bancshares's Articles of Incorporation and bylaws defining
the rights of holders of the common stock*
4.2. Form of certificate of common stock*
10.1. Revised and Restated Letter of Employment dated February 24,
1999, between First Capital Bancshares and J. Aubrey
Crosland*
10.2. Letter of Employment dated November 2, 1998, between First
Capital Bancshares and John M. Digby*
10.3 Purchase Agreement dated April 20, 1998, between First Capital
Bancshares, as buyer, and James B. Connelly, as seller*
10
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10.4 Form of escrow agreement among First Capital Bancshares, Banc
Stock Financial Services, Inc. and The Banker's Bank*
10.5 Sales Agency Agreement among First Capital Bancshares and Banc
Stock Financial Services, Inc.*
10.6 An agreement for software and account processing services
dated December 7, 1998 with Fiserv Solutions, Inc.*
10.7 Revised and Restated Letter of Employment dated February 24,
1999, between J. Randy McDonald and First Capital Bancshares*
10.8 Form of Stock Order Form*
27.1. Financial Data Schedule (for electronic filing purposes)
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*Incorporated by reference to our Registration Statement on Form SB-2,
File No. 333-69555.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by us during the quarter ended
June 30, 1999.
11
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST CAPITAL BANCSHARES, INC.
Date: August 1, 1999 By:/s/ L. Aubrey Crosland
-------------------- -----------------------------------
J. Aubrey Crosland
President
Date: August 1, 1999 By:/s/ John M. Digby
-------------------- -----------------------------------
John M. Digby
Chief Financial Officer
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
3.1. Articles of Incorporation and all amendments*
3.2. Bylaws*
4.1. See Exhibits 3.1 and 3.2 for provisions in First Capital
Bancshares's Articles of Incorporation and bylaws defining
the rights of holders of the common stock*
4.2. Form of certificate of common stock*
10.1. Revised and Restated Letter of Employment dated February 24,
1999, between First Capital Bancshares and J. Aubrey
Crosland*
10.2. Letter of Employment dated November 2, 1998, between First
Capital Bancshares and John M. Digby*
10.3 Purchase Agreement dated April 20, 1998, between First Capital
Bancshares, as buyer, and James B. Connelly, as seller*
10.4 Form of escrow agreement among First Capital Bancshares, Banc
Stock Financial Services, Inc. and The Banker's Bank*
10.5 Sales Agency Agreement among First Capital Bancshares and Banc
Stock Financial Services, Inc.*
10.6 An agreement for software and account processing services
dated December 7, 1998 with Fiserv Solutions, Inc.*
10.7 Revised and Restated Letter of Employment dated February 24,
1999, between J. Randy McDonald and First Capital Bancshares*
10.8 Form of Stock Order Form*
27.1. Financial Data Schedule (for electronic filing purposes)
</TABLE>
- ----------------
*Incorporated by reference to our Registration Statement on Form SB-2, File No.
333-69555.
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
CAPITAL BANCSHARES, INC. UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
JUNE 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 36,623
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 524,158
<DEPOSITS> 0
<SHORT-TERM> 585,000
<LIABILITIES-OTHER> 9,000
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> (70,142)
<TOTAL-LIABILITIES-AND-EQUITY> 524,158
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 12,403
<INTEREST-INCOME-NET> (0)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 194,948
<INCOME-PRETAX> (207,351)
<INCOME-PRE-EXTRAORDINARY> (207,351)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (207,351)
<EPS-BASIC> (.69)
<EPS-DILUTED> (.69)
<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>
