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, 2004
[ ] 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
----------------------------------------
(Address of principal executive offices)
(229) 446-2265
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(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 November 5, 2004:
2,868,795 SHARES
Transitional Small Business Disclosure Format (check one): Yes _____ No __X__
PART I - FINANCIAL INFORMATION Page No.
--------
ITEM 1. Financial Statements
Consolidated balance sheets as of December 31, 2003
and September 30, 2004 (unaudited) 3
Consolidated statement of operations (unaudited) for the
three and nine months ended September 30, 2003 and 2004 4
Consolidated statement of comprehensive income (unaudited)
for the three and nine months ended September 30, 2003 and 2004 5
Statement of cash flows (unaudited) for the nine months ended
September 30, 2003 and 2004 6
Item 2. Management's Discussion and Analysis of Financial Condition
and results of operations 10
Item 3. Controls and procedures 14
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 15
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
ITEM 3. Defaults on Senior Securities 15
ITEM 4. Submission of matters to a vote of Security Holders 15
ITEM 5. Other Information 15
ITEM 6. Exhibits 15
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30,
2004
(unaudited) December 31, 2003
----------------- -----------------------
ASSETS
Cash and due from banks $ 6,094 $ 4,285
Federal funds sold 10,483 2,684
Securities available for sale 34,026 31,792
Restricted equity securities 1,872 1,114
Loans 116,531 109,589
Less allowance for loan losses 1,663 2,118
----------------- -----------------------
Loans, net 114,868 107,471
Premises and equipment 5,933 4,739
Goodwill 2,149 2,117
Core deposit premium 345 473
Other assets 9,305 4,054
----------------- -----------------------
TOTAL ASSETS $ 185,075 $ 158,729
================= =======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing $ 15,230 $ 14,035
Interest bearing 118,493 109,188
----------------- -----------------------
Total deposits 133,723 123,223
Other borrowings 20,244 16,018
Guaranteed preferred beneficial interests in junior
subordinated debentures 4,124 4,000
Other liabilities 1,216 2,191
----------------- -----------------------
TOTAL LIABILITIES 159,307 145,432
----------------- -----------------------
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; 2,929
2,929,263 and 1,741,191 shares issued 1,741
Capital surplus 21,911 11,075
Retained earnings 1,408 916
Accumulated other comprehensive income (63) 17
Less cost of treasury stock, 68,539 and 64,149 shares as of Sept. 30,
2004 and December 31, 2003, respectively (417) (452)
----------------- -----------------------
TOTAL SHAREHOLDERS' EQUITY 25,768 13,297
----------------- -----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 185,075 $ 158,729
================= =======================
3
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(DOLLARS IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30,
-------------
2004 2003 2004 2003
---- ---- ---- ----
INTEREST INCOME
Loans 1,974 1,519 5,858 4,558
Taxable securities 333 255 926 569
Tax exempt securities 8 13 37 35
Deposits in banks 2 6 4 19
Federal funds sold 27 4 53 24
-------------------------------- ----------------------------
TOTAL INTEREST INCOME 2,344 1,797 6,878 5,205
-------------------------------- ----------------------------
INTEREST EXPENSE
Deposits 562 476 1,619 1,528
Other borrowed money 221 180 595 445
-------------------------------- ----------------------------
TOTAL INTEREST EXPENSE 783 656 2,214 1,973
-------------------------------- ----------------------------
NET INTEREST INCOME 1,561 1,141 4,664 3,232
Provision for loan losses 20 163 35 378
-------------------------------- ----------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,541 978 4,629 2,854
-------------------------------- ----------------------------
OTHER INCOME
Service charges on deposit accounts 257 138 677 381
Financial service fees 16 135 68 163
Mortgage origination fees 42 37 135 190
Gain on sale of investment securities - - - - 15 - -
Gain (loss) on sale of foreclosed properties 12 (13) (47) (15)
Other income 83 16 175 74
-------------------------------- ----------------------------
TOTAL OTHER INCOME 410 313 1,023 793
-------------------------------- ----------------------------
OTHER EXPENSES
Salaries and employee benefits 809 470 2,337 1,445
Equipment and occupancy expense 245 156 698 452
Marketing expense 42 22 147 72
Data processing expense 122 92 375 263
Stationary and supply expense 31 16 111 78
Administrative expenses 187 129 535 389
Other operating expenses 212 121 549 361
-------------------------------- ----------------------------
TOTAL OTHER EXPENSES 1,648 1,006 4,752 3,060
-------------------------------- ----------------------------
INCOME BEFORE INCOME TAXES 303 285 900 587
Income tax expense 90 93 282 195
-------------------------------- ----------------------------
NET INCOME 213 192 618 392
================================ ============================
NET INCOME PER COMMON SHARE $0.10 $ 0.13 $ 0.33 $ 0.27
================================ ============================
DILUTED NET INCOME PER COMMON SHARE $ 0.09 $ 0.12 $ 0.31 $ 0.24
================================ ============================
WEIGHTED AVERAGE SHARES OUTSTANDING 2,172,941 1,433,116 1,850,844 1,432,225
DILUTED AVERAGE SHARES OUTSTANDING 2,327,300 1,665,413 2,018,002 1,648,937
================================ ============================
4
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three and nine months ended September 30, 2003 and 2004
(Dollars in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
Sept 30, Sept 30, Sept 30, Sept 30,
2004 2003 2004 2003
NET INCOME (LOSS) $ 213 $ 192 $ 618 $ 392
Other comprehensive Income
Net unrealized holding gains (losses)
arising during period (542) (503)
Tax (expense) benefit on unrealized
holding gains 375 184 (36) 162
---------------- ------------ ----------------- ----------------
Reclassification adjustment for gains
included in net income, net of income
taxes of $5 respectively - - (10)
================ ============ ================= ================
COMPREHENSIVE INCOME $ 588 $ (166) $ 572 $ 51
================ ============ ================= ================
5
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months ended September 30, 2004 and 2003
(Dollars in thousands)
2004 2003
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 618 $ 392
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 296 217
Amortization of Core Deposit Premium 27 -
Provision for loan losses 35 378
Provision for deferred taxes 110 39
(Increase) decrease in interest receivable 64 (215)
Net gain on sale of investments available for sale (297) -
Other operating activities (5,968) (315)
------------------- --------------------
Net cash provided by (used in) operating activities (5,115) 496
------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,491) (678)
Net decrease (increase) in federal funds sold (7,799) (533)
Net increase in loans (7,375) (12,968)
Proceeds from maturities of securities available for sale 3,287 4,918
Proceeds from sale of securities 6,090 -
Purchase of securities available for sale (12,457) (16,665)
Other Investing activities (37) -
------------------- --------------------
Net cash used in Investing activities (19,782) (25,926)
------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 10,500 15,214
Proceeds from Trust Preferred Issuance - 4,000
Dividends paid to shareholders by parent (126) (59)
Increase (decrease) in Fed Funds purchased - (1,705)
Proceeds from exercise of stock warrants 12,072 -
Net Increase (decrease) in other borrowings 4,226 4,725
Treasury stock transactions, net 34 13
------------------- --------------------
Net cash provided by financing activities 26,706 22,188
------------------ ---------------------
Net increase (decrease) in cash 1,809 (3,242)
Cash and due from banks at beginning of period 4,285 6,920
------------------- --------------------
Cash and due from banks at end of period $ 6,094 $ 3,678
=================== ====================
SUPPLEMENTAL DISCLOSURE
Cash paid for interest $ 2,193 $ 1,963
=================== ====================
Cash paid for income taxes $ 30 $ 397
=================== ====================
NON-CASH TRANSACTION
Unrealized gains (losses) on securities available for sale $ (68) $ (503)
=================== ====================
6
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Community Capital Bancshares, Inc. (the "Company") is a multi-bank holding
company whose principal activity is the ownership and management of its
wholly-owned bank subsidiaries, Albany Bank and Trust, N.A ("Albany Bank") and A
B & T National Bank, N. A. ("Dothan Bank"), collectively referred to as "the
Banks." Albany Bank's main office is located in Albany, Dougherty County,
Georgia, with two full service branches and one loan production office in Albany
and one full service branch in Lee County, Georgia. Dothan Bank is located in
Dothan, Houston County, Alabama. The Banks provide a full range of banking
services to individual and corporate customers in their primary market areas of
Dougherty and Lee Counties, Georgia and Houston County, Alabama.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany transactions and accounts are
eliminated in consolidation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the balance sheet date and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the determination
of the allowance for loan losses, the valuation of foreclosed real estate and
deferred taxes.
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 three and nine months ended September 30, 2004 are
not necessarily indicative of the results of a full year's operations, and
should be read in conjunction with the Company's annual report as filed on Form
10-KSB.
The accounting principles followed by the Company and the methods of applying
these principles conform with accounting principles generally accepted in the
United States of America (GAAP) and with general practices within the banking
industry.
INCOME TAXES
Deferred income tax assets and liabilities are determined using the balance
sheet method. Under this method, the net deferred tax asset or liability is
determined based on the tax effects of the temporary differences between the
book and tax basis of the various balance sheet assets and liabilities and gives
current recognition to changes in the tax rates and laws.
The Company and its subsidiaries file a consolidated income tax return. Each
entity provides for income taxes based on its contribution to the income taxes
(benefits) of the consolidated group.
7
STOCK COMPENSATION PLANS
At September 30, 2004, the Company had two stock-based employee compensation
plans, which are described in more detail in the 2003 annual report. The Company
accounts for those plans under the recognition and measurement principles of
Accounting Principles Board (APB) Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES, and related Interpretations. No stock-based employee compensation
cost is reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying stock on the date of
grant. In addition, the FASB issued SFAS No. 148, ACCOUNTING FOR STOCK-BASED
COMPENSATION - TRANSITION AND DISCLOSURE in December 2002. SFAS No. 148 amends
SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of SFAS No. 123 to require prominent disclosure about
the effects on reported net income of an entity's accounting policy decisions
with respect to stock-based employee compensation. The Company has not elected
to adopt the recognition provisions of this Statement for stock-based employee
compensation and has elected to continue with accounting methodology in Opinion
No. 25 as permitted by SFAS No. 123.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
---- ---- ---- ----
Net income, as reported $ 213,000 $ 192,000 $ 618,000 $ 392,000
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax (42,000) (23,000) (128,000) (86,000)
effects
------------ ------------- ------------ -------------
Pro forma net income $ 171,000 $ 169,000 $ 490,000 $ 306,000
============ ============= ============ =============
Earnings per share:
Basic - as reported $ .10 $ .13 $ .33 $ .27
============ ============= ============ =============
Basic - pro forma $ .08 $ .12 $ .26 $ .21
============ ============= ============ =============
Diluted - as reported $ .09 $ .12 $ .31 $ .24
============ ============= ============ =============
Diluted - pro forma $ .07 $ .10 $ .24 $ .19
============ ============= ============ =============
ACCOUNTING STANDARDS
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51" and, on December
24, 2003, the FASB issued FASB Interpretation No. 46 (Revised December 2003),
"Consolidation of Variable Interest Entities" which replaced FIN 46. The
interpretation addresses consolidation by business enterprises of variable
interest entities. A variable interest entity is defined as an entity subject to
consolidation according to the provisions of the interpretation. The revised
interpretation provided for special effective dates for entities that had fully
or partially applied the original interpretation as of December 24, 2003.
Otherwise, application of the interpretation is required in financial statements
of public entities that have interests in special-purpose entities, or SPEs, for
periods ending after December 15, 2003. Application by public entities, other
than small business issuers, for all other types of variable interest entities
(i.e., non-SPEs) is required in financial statements for periods ending after
March 15, 2004. Application by small business issuers to variable interest
entities other than SPEs and by nonpublic entities to all types of variable
interest entities is required at various dates in 2004 and 2005. The Company
adopted the provisions of FIN 46 as of January 1, 2004. As required by the
provisions of the Interpretation, the Company deconsolidated
8
its investment in its subsidiary trust which issued subordinated trust preferred
securities. The adoption of FIN 46 and related provisions had the effect of
increasing assets by $124,000 and liabilities by the same amount. The adoption
of the provisions had no effect on net income.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This discussion is intended to assist in an understanding of the Company's
financial condition and results of operations. This analysis should be read in
conjunction with the financial statements and related notes appearing in Item 1
of the September 30, 2004 Form 10-QSB and Management's Discussion and Analysis
of Financial Condition and Results of Operations appearing in the Company's Form
10-KSB for the year ended December 31, 2003.
FINANCIAL CONDITION
As of September 30, 2004 the Company's total assets were $185,075,000
representing an increase of $26,346,000 or 16.60% from December 31, 2003.
Earning assets consist of Federal funds sold, investment securities and loans.
These assets provide the majority of the Company's earnings. The mix of earning
assets (87% of total assets) is a reflection of management's philosophy
regarding earnings versus risk.
Federal funds sold represent an overnight investment of funds and can be
converted immediately to cash. At September 30, 2004, federal funds sold were
$10,483,000. At December 31, 2003, the Company had $2,684,000 in federal funds
sold.
Investment securities consist of U.S. Government and Agency securities and
municipal bonds. These investments are used to provide fixed maturities and as
collateral for advances and large public fund deposits. From December 31, 2003
to September 30, 2004, investment securities increased by $2,992,000. All
securities are classified as available for sale, and are carried at current
market values.
The loan portfolio is the largest earning asset and is the primary source of
earnings for the Company. At September 30, 2004 net loans were $114,869,000. The
loan portfolio increased $7,397,000 or 6.88% over the year-end amount. At
September 30, 2004, the allowance for loan losses was $1,663,000 or 1.43% of
total loans. Management believes this is an adequate but not excessive amount
based upon the composition of the current loan portfolio and current economic
conditions. The relationship of the allowance to total loans will vary over time
based upon management's evaluation of the loan portfolio. Management evaluates
the adequacy of the allowance on a monthly basis and adjusts it accordingly by a
monthly charge to earnings using the provision for loan losses. During the first
three quarters of 2004, the provision for potential loan losses was $35,000 as
compared to $378,500 for the same period in 2003. The expense for the current
year is substantially lower than the previous year due to lower net charge-off
and the overall quality of the loan portfolio which does not require as much
provision for loan losses.
Non-earning assets consist of premises and equipment, and other assets. Premises
and equipment increased during the year as a result of expenditures for the
branch in downtown Albany and the anticipation of a branch opening in Lee
County, Alabama in early fourth quarter 2004. Other assets consist primarily of
Bank-Owned Life Insurance, which increased $6,162,000 during the year as a
result of the purchase of Bank-Owned Life Insurance.
The Company funds its assets primarily through deposits from customers. The
Company must pay interest on the majority of these funds and attempts to price
these funds competitively in the market place but at a level at which it can
safely re-invest the funds profitably. At September 30, 2004, total deposits
were $133,723,000 as compared to the year-end amount of $123,223,000. This is an
increase of $10,500,000 or 8.52%. Additionally, it borrows funds from other
sources to provide longer term fixed rate funding for its assets.
10
Interest bearing deposits are comprised of the following categories:
Sept 30, 2004 December 31, 2003
------------- -----------------
Interest bearing demand and savings $ 42,279,000 $ 36,159,000
Certificates of deposit in denominations of $100,000 or greater 26,836,000 23,396,000
Other Certificates of deposit 49,378,000 49,633,000
------------------------ --------------------------
Total $118,493,000 $109,188,000
======================== ==========================
Other borrowings consist primarily of Federal Home Loan Bank advances and are
secured by investment securities and loans of the Company. A $5,000,000 Federal
Home Loan Bank advance was obtained during the current quarter. The Company also
$4.1 million of long-term subordinated debt incurred through the issuance of
trust preferred securities.
CAPITAL ADEQUACY
The following table presents the Company's regulatory capital position as of
September 30, 2004.
Tier 1 Capital Ratio, actual 21.37%
Tier 1 Capital minimum requirement 4.00%
Tier 2 Capital Ratio, actual 22.38%
Tier 2 Capital minimum requirement 8.00%
Leverage Ratio 15.50%
Leverage Ratio minimum requirement 4.00%
The Company's ratios are well above the required regulatory minimums and provide
a sufficient basis to support future growth of the Company.
During the third quarter of 2004, the Company completed a follow-on public
offering of common stock that raised an additional $11,779,000 in capital. The
Company used $5,000,000 of the additional capital for a capital contribution to
the Dothan bank to provide funds for the opening of a branch in Auburn, Alabama.
Additionally, $1,750,000 was used to retire debt incurred by the Company in
conjunction with the acquisition of the Dothan bank.
RESULTS OF OPERATIONS
Net income for the nine months ended September 30, 2004 was $618,000 as compared
to $392,000 for the same period in 2003. Although net interest income increased
by $1,432,000 or 44% in 2004 as compared to the first nine months of 2003,
non-interest expense increased $1,692,000 or 55% in 2004 as compared to the
first nine months of 2003.
Total interest income increased $1,673,000 for the nine months ended September
30, 2004 or 32.14% from the same period in the previous year. This was the
result of increased interest income on loans, which increased $1,300,000, and
investment income, which increased $359,000 over the same period in the previous
year. The increase in interest income was the direct result of the larger loan
portfolio in the current year combined with having the Dothan Bank's loans added
to the portfolio in November 2003. In addition, a larger investment portfolio
over the same period last year contributed to the increase in interest income.
11
Interest expense for the nine months ended September 30, 2004 was $2,214,000,
compared to $1,973,000 for the same period in 2003, representing an increase of
$241,000 or 12.21%. This increase resulted primarily from the addition of the
Dothan Bank.
Net interest income after the provision for loan losses was $4,629,000 for the
nine months ended September 30, 2004 as compared to the 2003 amount of
$2,854,000, representing an increase of $1,775,000 or 62.19%. This increase is
the combined result of the increased level of earning assets, and the lower cost
of funds during the current year. Also, the addition of the Dothan Bank
contributed to the growth rate.
Other income increased $230,000 to $1,023,000 for the nine months ended
September 30, 2004 as compared to the same period in 2003. Service charges on
deposit accounts increased $296,000 or 78% due to the larger number of deposit
accounts and increases in fees charged to customers. Mortgage origination fees
decreased $55,000 as compared to the same period in the previous year. These
fees are generated by facilitating mortgage loans for customers, which are sold
in the secondary market. The decrease in volumes and higher interest rate levels
led to decreases in this area of activity.
Non-interest expense increased $1,692,000 to $4,752,000 for the nine months
ended September 30, 2004 as compared to the same period in 2003. This is an
increase of 55.29%. The largest area of increase was in the salary and employee
benefits category. This expense item was $2,337,000 for the nine months ended
September 30, 2004 as compared to $1,445,000 for the same period in the previous
year. This is an increase of $892,000 or 61.80%. The growth in this expense item
is due to the increased staffing required to properly serve the Company's
customers. Also the addition of Dothan Bank, coupled with slightly higher levels
of pay during the current year caused this increase.
Equipment and occupancy expenses increased $246,000 or 54.42% for the nine
months ended September 30, 2004 from the same period in 2003. The increase is
due to the expansion of the Albany Bank and the addition of Dothan Bank and
Auburn Bank. Other expenses increased $188,000 to $549,000 in the current year.
The majority of this increase is the result of the addition of the Dothan Bank.
Diluted earnings per share for the nine months ended September 30, 2004 were
$0.31 and increased $0.07 or 29% as compared to the first nine months of the
previous year.
12
OFF-BALANCE SHEET ARRANGEMENTS
To meet the financing needs of its customers, the Company is a party to
financial instruments with off-balance sheet risk in the normal course of
business. In the event of nonperformance by the other party to the off-balance
sheet financial instrument, the Company's exposure to credit loss is the
contractual amount of those instruments. The Company uses the same credit
policies in making commitments as it does for on-balance sheet instruments. A
summary of the contractual amounts of the Company's financial instruments with
off-balance sheet risk at September 30, 2004 follows:
Commitments to extend credit $ 3,617,000
Unused lines of credit 13,726,000
Standby letters of credit 1,211,000
-------------
$ 18,554,000
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, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, the failure of assumptions
underlying the establishment of reserves for loan losses, securities portfolio
values, interest rate risk management, the effects of industry competition,
difficulties in integrating acquisitions, and changes in governmental regulation
of the banking industry, including regulations relating to branching and
acquisitions. Users are therefore cautioned not to place undue reliance on these
forward-looking statements.
13
ITEM 3. CONTROLS AND PROCEDURES
As of September 30, 2004 the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) that is required to be included in the Company's
periodic filings with the Securities and Exchange Commission. There have been no
changes in the Company's internal control over financial reporting or, to
management's knowledge, in other factors that could significantly affect those
internal controls subsequent to the date of such evaluation, and there have been
no corrective actions with respect to significant deficiencies or material
weaknesses.
14
PART II
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company does not have a publicly announced stock repurchase
plan and did not repurchase any of its shares of common stock during
the period covered by this report, either under such a plan or
otherwise. No stock purchase plan expired or was terminated during
the period covered by this report.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
(A) ITEM 6. EXHIBITS
10.3 Employment agreement dated September 13, 2004 among the
Company, Albany Bank & Trust and Robert E. Lee
10.4 Employment agreement dated September 13, 2004 among the
Company, Albany Bank & Trust and David C. Guillebeau
10.17 Employment agreement dated September 13, 2004 among the
Company, Albany Bank & Trust and David J. Baranko
31.1 Certification of the Chief Executive officer pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 1934,
as amended.
31.2 Certification of the Chief Financial Officer pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 1934,
as amended.
32.1 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14(b) under the
Securities Exchange Act of 1934, as amended.
15
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, 2004 /s/ Robert E. Lee
----------------------- ----------------------------
Date Robert E. Lee,
President
November 12, 2004 /s/ David J. Baranko
----------------------- ----------------------------
Date David J. Baranko
Chief Financial Officer
(Duly authorized officer and
principal financial / accounting
officer)
16