Table of Contents
U. S. SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 2004 or
|_| Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [no fee required]
For the Transition Period from _________ to __________
Commission File Number 0-18460
COMMUNITY CAPITAL
CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina (State or other jurisdiction of incorporation) |
57-0866395 (I.R.S. Employer Identification No.) |
1402C Highway 72 West
Greenwood, SC 29649
(Address of principal executive
offices, including zip code)
(864) 941-8200
(Registrants telephone number, including area code)
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
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES NO X
APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING YEAR
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
YES NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest practicable date: 3,940,403 shares of common stock, $1.00 par value, as of July 31, 2004
Index
-2-
COMMUNITY CAPITAL CORPORATION
Condensed
Consolidated Balance Sheets
PART I. FINANCIAL STATEMENTS
Item 1. Financial Statements
(Dollars in thousands) | June 30, 2004 |
December 31, 2003 |
||||||
(Unaudited) | ||||||||
Assets | ||||||||
Cash and cash equivalents: | ||||||||
Cash and due from banks | $ | 18,445 | $ | 16,664 | ||||
Interest-bearing deposit accounts | 148 | 270 | ||||||
Total cash and cash equivalents | 18,593 | 16,934 | ||||||
Securities: | ||||||||
Securities available-for-sale | 71,252 | 42,198 | ||||||
Securities held-to-maturity (estimated fair value of $505 | ||||||||
at June 30, 2004 and $517 at December 31, 2003) | 470 | 470 | ||||||
Nonmarketable equity securities | 5,576 | 3,230 | ||||||
Total securities | 77,298 | 45,898 | ||||||
Loans held for sale | 1,239 | 274 | ||||||
Loans receivable | 399,756 | 326,178 | ||||||
Less allowance for loan losses | (5,431 | ) | (4,584 | ) | ||||
Loans, net | 394,325 | 321,594 | ||||||
Premises and equipment, net | 11,884 | 9,626 | ||||||
Accrued interest receivable | 2,160 | 1,627 | ||||||
Intangible assets | 11,386 | 3,646 | ||||||
Cash surrender value of life insurance | 12,533 | 10,794 | ||||||
Other assets | 3,196 | 2,366 | ||||||
Total assets | $ | 532,614 | $ | 412,759 | ||||
Liabilities and Shareholders Equity | ||||||||
Deposits: | ||||||||
Noninterest-bearing | $ | 44,632 | $ | 36,204 | ||||
Interest-bearing | 334,104 | 278,069 | ||||||
Total deposits | 378,736 | 314,273 | ||||||
Federal funds purchased and securities sold | ||||||||
under agreements to repurchase | 47,350 | 20,178 | ||||||
Advances from the Federal Home Loan Bank | 48,422 | 30,425 | ||||||
Obligations under capital leases | 273 | 361 | ||||||
Accrued interest payable | 707 | 508 | ||||||
Other liabilities | 2,443 | 1,481 | ||||||
Total liabilities | 477,931 | 367,226 | ||||||
Shareholders Equity | ||||||||
Common stock, $1.00 par value; 10,000,000 shares authorized, | ||||||||
4,641,250 and 4,175,919 shares issued and outstanding | ||||||||
at June 30, 2004 and December 31, 2003, respectively | 4,641 | 4,176 | ||||||
Capital surplus | 45,465 | 37,375 | ||||||
Accumulated other comprehensive income (loss) | (296 | ) | 869 | |||||
Retained earnings | 14,551 | 12,791 | ||||||
Treasury stock at cost; 702,522 shares at June 30, 2004 | ||||||||
and December 31, 2003 | (9,678 | ) | (9,678 | ) | ||||
Total shareholders equity | 54,683 | 45,533 | ||||||
Total liabilities and shareholders equity | $ | 532,614 | $ | 412,759 | ||||
See notes to condensed consolidated financial statements.
-3-
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands) | Six Months Ended June 30, |
Three Months Ended June 30, |
||||||||||||
2004 | 2003 | 2004 | 2003 | |||||||||||
Interest income: | ||||||||||||||
Loans, including fees | $ | 10,478 | $ | 9,510 | $ | 5,506 | $ | 4,805 | ||||||
Investment securities: | ||||||||||||||
Taxable | 674 | 506 | 377 | 236 | ||||||||||
Tax-exempt | 665 | 590 | 360 | 292 | ||||||||||
Nonmarketable equity securities | 70 | 93 | 37 | 39 | ||||||||||
Other interest income | 5 | 2 | - | 1 | ||||||||||
Total | 11,892 | 10,701 | 6,280 | 5,373 | ||||||||||
Interest expense: | ||||||||||||||
Deposits | 2,215 | 2,399 | 1,126 | 1,223 | ||||||||||
Federal Home Loan Bank advances | 495 | 809 | 264 | 351 | ||||||||||
Other interest expense | 182 | 231 | 98 | 98 | ||||||||||
Total | 2,892 | 3,439 | 1,488 | 1,672 | ||||||||||
Net interest income | 9,000 | 7,262 | 4,792 | 3,701 | ||||||||||
Provision for loan losses | 550 | 143 | 450 | 37 | ||||||||||
Net interest income after provision for loan losses | 8,450 | 7,119 | 4,342 | 3,664 | ||||||||||
Noninterest income: | ||||||||||||||
Service charges on deposit accounts | 1,267 | 1,156 | 700 | 594 | ||||||||||
Residential mortgage origination fees | 498 | 560 | 268 | 322 | ||||||||||
Commissions from sales of mutual funds | 148 | 70 | 95 | 46 | ||||||||||
Income from fiduciary activities | 272 | 173 | 147 | 91 | ||||||||||
Gain on sales of nonmarketable equity securities | - | 39 | - | - | ||||||||||
Gain on sales of securities available-for-sale | 5 | 11 | 5 | 11 | ||||||||||
Loss on sale of fixed assets | (9 | ) | - | (9 | ) | - | ||||||||
Other operating income | 478 | 506 | 257 | 252 | ||||||||||
Total | 2,659 | 2,515 | 1,463 | 1,316 | ||||||||||
Noninterest expenses: | ||||||||||||||
Salaries and employee benefits | 4,354 | 3,439 | 2,273 | 1,742 | ||||||||||
Net occupancy expense | 581 | 538 | 289 | 272 | ||||||||||
Amortization of intangible assets | 236 | 171 | 133 | 86 | ||||||||||
Furniture and equipment expense | 300 | 340 | 156 | 173 | ||||||||||
Other operating expenses | 2,368 | 1,835 | 1,283 | 976 | ||||||||||
Total | 7,839 | 6,323 | 4,134 | 3,249 | ||||||||||
Income before income taxes | 3,270 | 3,311 | 1,671 | 1,731 | ||||||||||
Income tax provision | 580 | 860 | 255 | 480 | ||||||||||
Net income | $ | 2,690 | $ | 2,451 | $ | 1,416 | $ | 1,251 | ||||||
Basic net income per share | $ | 0.71 | $ | 0.70 | $ | 0.36 | $ | 0.36 | ||||||
Diluted net income per share | $ | 0.69 | $ | 0.67 | $ | 0.35 | $ | 0.34 |
See notes to condensed consolidated financial statements.
-4-
Condensed
Consolidated Statements of Changes in Shareholders Equity and Comprehensive Income
For the six months ended June 30, 2004 and 2003
(Unaudited)
(Dollars in thousands) | Common Stock | Capital | Retained | Accumulated Other Comprehensive |
Treasury | ||||||||||||||||||
Shares | Amount | Surplus | Earnings | Income(Loss) | Stock | Total | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2002 | 3,860,790 | $ | 3,861 | $ | 34,754 | $ | 8,947 | $ | 989 | $ | (4,143 | ) | $ | 44,408 | |||||||||
Net income | 2,451 | 2,451 | |||||||||||||||||||||
Other comprehensive | |||||||||||||||||||||||
income, net of tax | 567 | 567 | |||||||||||||||||||||
|
|||||||||||||||||||||||
Comprehensive income | 3,018 | ||||||||||||||||||||||
|
|||||||||||||||||||||||
Exercise of stock options | 193,900 | 194 | 1,818 | 2,012 | |||||||||||||||||||
Purchase of treasury stock | |||||||||||||||||||||||
(137,117 shares) | (2,075 | ) | (2,075 | ) | |||||||||||||||||||
$0.12 per share cash | |||||||||||||||||||||||
dividend | (419 | ) | (419 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Balance, June 30, 2003 | 4,054,690 | $ | 4,055 | $ | 36,572 | $ | 10,979 | $ | 1,556 | $ | (6,218 | ) | $ | 46,944 | |||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2003 | 4,175,919 | $ | 4,176 | $ | 37,375 | $ | 12,791 | $ | 869 | $ | (9,678 | ) | $ | 45,533 | |||||||||
Net income | 2,690 | 2,690 | |||||||||||||||||||||
Other comprehensive | |||||||||||||||||||||||
income, net of tax | (1,165 | ) | (1,165 | ) | |||||||||||||||||||
|
|||||||||||||||||||||||
Comprehensive income | 1,525 | ||||||||||||||||||||||
|
|||||||||||||||||||||||
Exercise of stock options | 93,636 | 93 | 849 | 942 | |||||||||||||||||||
Abbeville Capital Corporation | |||||||||||||||||||||||
Merger Consideration | 371,695 | 372 | 7,241 | 7,613 | |||||||||||||||||||
$0.25 per share cash | |||||||||||||||||||||||
dividend | (930 | ) | (930 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Balance, June 30, 2004 | 4,641,250 | $ | 4,641 | $ | 45,465 | $ | 14,551 | $ | (296 | ) | $ | (9,678 | ) | $ | 54,683 | ||||||||
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
-5-
Condensed Consolidated
Statements of Cash Flows
(Unaudited)
(Dollars in thousands) | Six
Months Ended June 30, |
|||||||
|
||||||||
2004 | 2003 | |||||||
|
|
|||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 2,690 | $ | 2,451 | ||||
Adjustments to reconcile net income to net cash | ||||||||
provided by operating activities: | ||||||||
Depreciation | 412 | 437 | ||||||
Provision for loan losses | 550 | 143 | ||||||
Amortization of intangible assets | 124 | 171 | ||||||
Amortization less accretion on investments | 8 | 16 | ||||||
Amortization of deferred loan costs | 184 | 146 | ||||||
Gains on sales of securities available-for-sale | (5 | ) | (11 | ) | ||||
Gains on sales of nonmarketable equity securities | - | (39 | ) | |||||
Loss on sale of fixed assets | 9 | - | ||||||
Loss on sale of other real estate | 31 | 28 | ||||||
Disbursements for mortgages held for sale | (21,104 | ) | (25,329 | ) | ||||
Proceeds of sales of residential mortgages | 20,139 | 25,384 | ||||||
(Increase) decrease in interest receivable | (533 | ) | 111 | |||||
Increase (decrease) in interest payable | 199 | (98 | ) | |||||
(Increase) decrease in other assets | 363 | (383 | ) | |||||
Increase (decrease) in other liabilities | (769 | ) | (461 | ) | ||||
|
|
|||||||
Net cash provided by operating activities | 2,298 | 2,566 | ||||||
|
|
|||||||
Cash flows from investing activities: | ||||||||
Net increase in loans to customers | (38,231 | ) | (22,858 | ) | ||||
Purchases of securities available-for-sale | (28,289 | ) | (4,538 | ) | ||||
Proceeds from sales and maturities of securities available-for-sale | 14,412 | 9,497 | ||||||
Proceeds from paydowns of securities held-to-maturity | - | 40 | ||||||
Proceeds from sales of premises and equipment | 472 | - | ||||||
Proceeds from sales of other real estate | 55 | 76 | ||||||
Purchases of non-marketable equity securities | (2,616 | ) | (291 | ) | ||||
Proceeds from sales of nonmarketable equity securities | 488 | 565 | ||||||
Purchases of premises and equipment | (2,172 | ) | (332 | ) | ||||
Net assets acquired in bank acquisition | 11,247 | - | ||||||
|
|
|||||||
Net cash used by investing activities | (44,634 | ) | (17,841 | ) | ||||
|
|
|||||||
Cash flows from financing activities: | ||||||||
Net increase (decrease) in deposit accounts | 11,789 | 26,051 | ||||||
Net increase (decrease) in federal funds purchased and repos | 17,290 | (5,321 | ) | |||||
Advances of Federal Home Loan Bank borrowings | 20,000 | 10,000 | ||||||
Repayments of Federal Home Loan Bank borrowings | (5,096 | ) | (10,065 | ) | ||||
Dividends paid | (930 | ) | (419 | ) | ||||
Proceeds from exercise of stock options | 942 | 2,012 | ||||||
Purchase of treasury stock | - | (2,075 | ) | |||||
|
|
|||||||
Net cash provided by financing activities | 43,995 | 20,183 | ||||||
|
|
|||||||
Net increase (decrease) in cash and cash equivalents | 1,659 | 4,908 | ||||||
Cash and cash equivalents, beginning of period | 16,934 | 9,687 | ||||||
|
|
|||||||
Cash and cash equivalents, end of period | $ | 18,593 | $ | 14,595 | ||||
|
|
See notes to condensed consolidated financial statements.
-6-
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 1 Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with the requirements for interim financial statements and, accordingly, they are condensed and omit disclosures that would substantially duplicate those contained in the most recent annual report to shareholders. The financial statements as of June 30, 2004 and for the interim periods ended June 30, 2004 and 2003 are unaudited and include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The financial information as of December 31, 2003 has been derived from the audited financial statements as of that date. For further information, refer to the financial statements and the notes included in our 2003 Annual Report.
Note 2 Acquisition
On March 5, 2004, we acquired 100 percent of the outstanding shares of Abbeville Capital Corporation, the parent company of The Bank of Abbeville. The Bank of Abbeville became a branch of CapitalBank, our wholly owned banking subsidiary. The acquisition allows us to expand strategically our operations into a contiguous market in which we presently have no full-service branch facilities. Additionally, we expect that over a relatively short period we will realize cost reductions due to achieving certain economies of scale.
The aggregate acquisition cost was $15,411,000, including $7,226,000 of cash, 371,695 shares of our common stock valued at $7,612,000 and direct acquisition related costs of $573,000. The value of the 371,695 shares of common stock issued at $20.48 per share was determined based on the average closing price of our common shares over the three-day period before and after January 16, 2004 (the measurement date). The measurement date was determined pursuant to the provisions of the Emerging Issues Task Force Consensus 99-12, Determination of the Measurement Date for the Market Price of Acquired Securities Issued in a Purchase Business Combination, due to the application of a formula to determine the number of shares to be issued.
The primary intangible assets acquired in conjunction with the purchase of Abbeville Capital Corporation are core deposit intangible assets with an estimated useful life of approximately twelve years and goodwill. The transaction was a tax-free reorganization for federal income tax purposes and intangible assets are not deductible in determining taxable income.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed March 5, 2004. We obtained third party evaluations of certain intangible assets and are in the process of further identifying direct acquisition costs. Therefore, the allocation of the purchase price is subject to refinement.
(Dollars in thousands) | |||||
Cash and cash equivalents | $ | 4,164 | |||
Federal funds sold | 14,291 | ||||
Investment securities | 17,163 | ||||
Loans, net of allowance | 35,335 | ||||
Premises and equipment | 979 | ||||
Core deposit intangible asset | 927 | ||||
Goodwill | 6,937 | ||||
Other assets | 2,336 | ||||
Total assets acquired | 82,132 | ||||
Deposits | 52,674 | ||||
Advances from the Federal Home Loan Bank | 3,091 | ||||
Other liabilities | 10,956 | ||||
Total liabilities assumed | 66,721 | ||||
Net assets acquired | $ | 15,411 | |||
-7-
COMMUNITY CAPITAL CORPORATION
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 3 - Supplemental Cash Flow Information
Six Months Ended June 30, |
||||||||
(Dollars in thousands) |
2004 |
2003 |
||||||
Cash paid during the period for: | ||||||||
Income taxes | $ | 495 | $ | 579 | ||||
Interest | 2,693 | 3,537 |
Note 4 - Advances from the Federal Home Loan Bank
Advances from the Federal Home Loan Bank of Atlanta to us were $48,422,000 as of June 30, 2004. Of this amount, the following have scheduled maturities greater than one year:
Maturing on | Interest Rate | Principal | ||||||
(Dollars in thousands) | ||||||||
10/13/05 | 5.84% - fixed, callable 07/13/04 | $ | 3,047 | |||||
05/14/07 | 0.74% - adjustable on 08/16/04, callable 05/16/05 | 15,000 | ||||||
09/05/08 | 3.03% - fixed, callable 09/07/04 | 5,400 | ||||||
09/29/08 | 1.86% - fixed, callable 09/29/04 | 6,500 | ||||||
02/02/09 | 4.95% - fixed | 475 | ||||||
03/17/10 | 5.92% - fixed, callable 09/17/04 | 5,000 | ||||||
03/14/13 | 1.54% - adjustable on 09/14/04 | 10,000 | ||||||
$ | 45,422 | |||||||
Note 5 Shareholders Equity
During the first six months of 2004, there were 93,636 options exercised by our employees and directors with total proceeds of $942,000 at an average exercise price of $10.06. We issued 371,695 shares in connection with our merger with Abbeville Capital Corporation at a price of $20.48 for a total cost of $7,612,000. The value of the shares was determined based on the average closing price of our common shares over the three-day period before and after January 16, 2004 (the measurement date). The measurement date was determined pursuant to the provisions of the Emerging Issues Task Force Consensus 99-12, Determination of the Measurement Date for the Market Price of Acquired Securities Issued in a Purchase Business Combination, due to the application of a formula to determine the number of shares that we issued. On January 21, 2004, the Board of Directors declared a cash dividend of $0.12 per share, which was paid to shareholders on March 5, 2004. On April 21, 2004, the Board of Directors declared a cash dividend of $0.13 per share, which was paid on June 4, 2004. Total cash paid for cash dividends during the six month period ended June 30, 2004 was $930,000.
-8-
COMMUNITY CAPITAL CORPORATION
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 6 Stock-Based Compensation
We have a stock-based employee compensation plan which is accounted for 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 stock options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share as if we had applied the fair value recognition provisions of Financial Accounting Standards Board (FASB) SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
Six Months Ended June 30, | ||||||||
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(Dollars in thousands, except for per share data | 2004 | 2003 | ||||||
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Net income, as reported | $ | 2,690 | $ | 2,451 | ||||
Deduct: Total stock-based employee | ||||||||
compensation expense determined | ||||||||
under fair value based method | ||||||||
for all awards, net of related tax effects | (42 | ) | (82 | ) | ||||
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Pro forma net income | $ | 2,648 | $ | 2,369 | ||||
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Earnings per share: | ||||||||
Basic - as reported | $ | 0.71 | $ | 0.70 | ||||
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Basic - pro forma | $ | 0.71 | $ | 0.68 | ||||
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Diluted - as reported | $ | 0.69 | $ | 0.67 | ||||
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Diluted - pro forma | $ | 0.68 | $ | 0.64 | ||||
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Three Months Ended June 30, | ||||||||
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(Dollars in thousands, except for per share data | 2004 | 2003 | ||||||
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|
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Net income, as reported | $ | 1,416 | $ | 1,251 | ||||
Deduct: Total stock-based employee | ||||||||
compensation expense determined | ||||||||
under fair value based method | ||||||||
for all awards, net of related tax effects | (23 | ) | (31 | ) | ||||
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|
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Pro forma net income | $ | 1,393 | $ | 1,220 | ||||
|
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Earnings per share: | ||||||||
Basic - as reported | $ | 0.36 | $ | 0.36 | ||||
|
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Basic - pro forma | $ | 0.36 | $ | 0.35 | ||||
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Diluted - as reported | $ | 0.35 | $ | 0.34 | ||||
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Diluted - pro forma | $ | 0.35 | $ | 0.33 | ||||
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-9-
COMMUNITY CAPITAL CORPORATION
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 7 Earnings Per Share
A reconciliation of the numerators and denominators used to calculate basic and diluted earnings per share are as follows:
Six Months Ended June 30, 2004 | |||||||||||
|
|||||||||||
(Dollars in thousands, except per share) | Income (Numerator) |
Shares (Denominator) |
Per
Share Amount |
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|
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Basic earnings per share | |||||||||||
Income available to common shareholders | $ | 2,690 | 3,764,824 | $ | 0.71 | ||||||
|
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Effect of dilutive securities | |||||||||||
Stock options | - | 124,626 | |||||||||
|
|
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Diluted earnings per share | |||||||||||
Income available to common shareholders | |||||||||||
plus assumed conversions | $ | 2,690 | 3,889,450 | $ | 0.69 | ||||||
|
|
|
Six Months Ended June 30, 2003 | |||||||||||
|
|||||||||||
(Dollars in thousands, except per share) | Income (Numerator) |
Shares (Denominator) |
Per
Share Amount |
||||||||
|
|
|
|||||||||
Basic earnings per share | |||||||||||
Income available to common shareholders | $ | 2,451 | 3,496,988 | $ | 0.70 | ||||||
|
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Effect of dilutive securities | |||||||||||
Stock options | - | 182,363 | |||||||||
|
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Diluted earnings per share | |||||||||||
Income available to common shareholders | |||||||||||
plus assumed conversions | $ | 2,451 | 3,679,351 | $ | 0.67 | ||||||
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Three Months Ended June 30, 2004 | |||||||||||
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(Dollars in thousands, except per share) | Income (Numerator) |
Shares (Denominator) |
Per
Share Amount |
||||||||
|
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|
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Basic earnings per share | |||||||||||
Income available to common shareholders | $ | 1,416 | 3,916,871 | $ | 0.36 | ||||||
|
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Effect of dilutive securities | |||||||||||
Stock options | - | 110,494 | |||||||||
|
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Diluted earnings per share | |||||||||||
Income available to common shareholders | |||||||||||
plus assumed conversions | $ | 1,416 | 4,027,365 | $ | 0.35 | ||||||
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-10-
COMMUNITY CAPITAL CORPORATION
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 7 Earnings Per Share continued
Three Months Ended June 30, 2003 | |||||||||||
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(Dollars in thousands, except per share) | Income (Numerator) |
Shares (Denominator) |
Per
Share Amount |
||||||||
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|
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Basic earnings per share | |||||||||||
Income available to common shareholders | $ | 1,251 | 3,494,676 | $ | 0.36 | ||||||
|
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Effect of dilutive securities | |||||||||||
Stock options | - | 180,778 | |||||||||
|
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Diluted earnings per share | |||||||||||
Income available to common shareholders | |||||||||||
plus assumed conversions | $ | 1,251 | 3,675,454 | $ | 0.34 | ||||||
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Note 8 Comprehensive Income
The amounts of other comprehensive income included in equity along with the related tax effects are as follows:
Six Months Ended June 30, 2004 | |||||||||||
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(Dollars in thousands) | Pre-tax Amount |
(Expense) Benefit |
Net-of-tax Amount |
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Unrealized gains (losses) on securities: | |||||||||||
Unrealized holding gains (losses) arising | |||||||||||
during the period | $ | (1,760 | ) | $ | 598 | $ | (1,162 | ) | |||
Less reclassification adjustment for gains | |||||||||||
realized in net income | (5 | ) | 2 | (3 | ) | ||||||
|
|
|
|||||||||
Net unrealized gains (losses) on securities | (1,765 | ) | 600 | (1,165 | ) | ||||||
|
|
|
|||||||||
Other comprehensive income | $ | (1,765 | ) | $ | 600 | $ | (1,165 | ) | |||
|
|
|
Six Months Ended June 30, 2003 | |||||||||||
|
|||||||||||
(Dollars in thousands) | Pre-tax Amount |
(Expense) Benefit |
Net-of-tax Amount |
||||||||
|
|
|
|||||||||
Unrealized gains (losses) on securities: | |||||||||||
Unrealized holding gains (losses) arising | |||||||||||
during the period | $ | 908 | $ | (308 | ) | $ | 600 | ||||
Less reclassification adjustment for gains | |||||||||||
realized in net income | (50 | ) | 17 | (33 | ) | ||||||
|
|
|
|||||||||
Net unrealized gains (losses) on securities | 858 | (291 | ) | 567 | |||||||
|
|
|
|||||||||
Other comprehensive income | $ | 858 | $ | (291 | ) | $ | 567 | ||||
|
|
|
-11-
COMMUNITY CAPITAL CORPORATION
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 8 - Comprehensive Income - continued
Three Months Ended June 30, 2004 | |||||||||||
|
|||||||||||
(Dollars in thousands) | Pre-tax Amount |
(Expense) Benefit |
Net-of-tax Amount |
||||||||
|
|
|
|||||||||
Unrealized gains (losses) on securities | |||||||||||
Unrealized holding gains (losses) arising | |||||||||||
during the period | $ | (2,937 | ) | $ | 998 | $ | (1,939 | ) | |||
Less reclassification adjustment for gains | |||||||||||
realized in net income | (5 | ) | 2 | (3 | ) | ||||||
|
|
|
|||||||||
Net unrealized gains (losses) on securities | (2,942 | ) | 1,000 | (1,942 | ) | ||||||
|
|
|
|||||||||
Other comprehensive income | $ | (2,942 | ) | $ | 1,000 | $ | (1,942 | ) | |||
|
|
|
Three Months Ended June 30, 2003 | |||||||||||
|
|||||||||||
(Dollars in thousands) | Pre-tax Amount |
(Expense) Benefit |
Net-of-tax Amount |
||||||||
|
|
|
|||||||||
Unrealized gains (losses) on securities | |||||||||||
Unrealized holding gains (losses) arising | |||||||||||
during the period | $ | 293 | $ | (99 | ) | $ | 194 | ||||
Less reclassification adjustment for gains | |||||||||||
realized in net income | (11 | ) | 4 | (7 | ) | ||||||
|
|
|
|||||||||
Net unrealized gains (losses) on securities | 282 | (95 | ) | 187 | |||||||
|
|
|
|||||||||
Other comprehensive income | $ | 282 | $ | (95 | ) | $ | 187 | ||||
|
|
|
-12-
Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition as of June 30, 2004 compared to December 31, 2003 and the results of operations for the six and three months ended June 30, 2004 compared to the six and three months ended June 30, 2003. These comments should be read in conjunction with our condensed consolidated financial statements and accompanying footnotes appearing in this report.
Results of Operations
Net Interest Income
For the six months ended June 30, 2004, net interest income, the major component of our net income, was $9,000,000 compared to $7,262,000 for the same period of 2003, an increase of $1,738,000 or 23.93%. For the three months ended June 30, 2004, net interest income was $4,792,000 compared to $3,701,000 for the same period of 2003, an increase of $1,091,000 or 29.48%. The average rate realized on interest-earning assets decreased to 5.64% from 6.21%, while the average rate paid on interest-bearing liabilities decreased to 1.51% from 2.23% for the six month periods ended June 30, 2004 and 2003, respectively.
The tax-effected net interest spread and net interest margin were 4.13% and 4.30%, respectively, for the six-month period ended June 30, 2004, compared to 3.98% and 4.25% for the six month period ended June 30, 2003.
Provision and Allowance for Loan Losses
The provision for loan losses is the charge to operating earnings that management believes is necessary to maintain the allowance for loan losses at an adequate level. For the six months ended June 30, 2004, the provision charged to expense was $550,000, as compared to $143,000 for the same period in 2003. The increase in provision expense was primarily due to funding for loan growth of $37.8 million during the first six months of 2004, exclusive of loans acquired through the merger with Abbeville Capital Corporation. For the quarter ended June 30, 2004 and 2003 the provision charged to expense was $450,000 and $37,000, respectively. Our nonperforming loans totaled $1,466,000 at June 30, 2004 compared to $1,678,000 at June 30, 2003. Criticized and classified loans have increased from $12,046,000 at June 30, 2003 to $13,512,000 at June 30, 2004. The allowance for loan losses was 1.36% of total loans at June 30, 2004, as compared to 1.39% at June 30, 2003.
Risks are inherent in making all loans, including risks with respect to the period of time over which loans may be repaid, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers, and, in the case of a collateralized loan, risks resulting from uncertainties about the future value of the collateral. We maintain an allowance for loan losses based on, among other things, historical experience, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. Our judgment about the adequacy of the allowance is based upon a number of assumptions about future events, which we believe to be reasonable, but which may not prove to be accurate. Thus, charge-offs in future periods could exceed the allowance for loan losses, or substantial additional increases in the allowance for loan losses could be required. Additions to the allowance for loan losses would result in a decrease of our net income and, possibly, our capital. Based on present information, we believe the allowance for loan losses is adequate at June 30, 2004 to meet presently known and inherent risks in the loan portfolio.
Noninterest Income
Total noninterest income for the six months ended June 30, 2004 was $2,659,000, an increase of $144,000, or 5.73% compared to $2,515,000 for the six months ended June 30, 2003. Total noninterest income for the quarter ended June 30, 2004 increased $147,000, or 11.17% to $1,463,000, compared to June 30, 2003.
Service charge income increased $111,000, or 9.60% from the six months ended June 30, 2003 to the six months ended June 30, 2004 and $106,000, or 17.85% from the three months ended June 30, 2003 to the three months June 30, 2004. Residential mortgage origination fees decreased $62,000, or 11.07% from $560,000 to $498,000 for the six months ended June 30, 2004, compared to the six months ended June 30, 2003 and decreased $54,000, or 16.77% from $322,000 to $268,000 for the three months ended June 30, 2004, compared to the three months ended June 30, 2003.
-13-
COMMUNITY CAPITAL CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations continued
The income from fiduciary activities increased $99,000, or 57.23% from the six month period ended June 30, 2003 to the six month period ended June 30, 2004, and $56,000, or 61.54% from the three month period ended June 30, 2003 to the three month period ended June 30, 2004. Commissions from the sales of mutual funds increased $78,000, or 111.43% from the six months ended June 30, 2003 to the six months ended June 30, 2004 and $49,000, or 106.52% for the three months ended June 30, 2003 to the three months ended June 30, 2004. We realized a gain on the sale of nonmarketable equity securities of $39,000 for the six months ended June 30, 2003 compared to no gains for the same period in 2004. Gains on sales of securities available for sale for the six months ended June 30, 2004 were $5,000 compared to $11,000 for the six months ended June 30, 2003. We also realized a loss on the sale of fixed assets of $9,000 during the six months ended June 30, 2004. Other operating income decreased $28,000 from the six months ended June 30, 2003 to the six months ended June 30, 2004 and $5,000 from the three months ended June 30, 2003 to the three months ended June 30, 2004.
Noninterest Expense
Total noninterest expense for the first six months of 2004 was $7,839,000, an increase of $1,516,000, or 23.98%, when compared to the first six months of 2003. For the quarter ended June 30, 2004, noninterest expense was $4,134,000, an increase of $885,000, or 27.24%, over the comparable period of 2003.
The primary component of noninterest expense is salaries and benefits, which were $4,354,000 and $3,439,000 for the six months ended June 30, 2004 and 2003, respectively and $2,273,000 and $1,742,000 for the three months ending June 30, 2004 and 2003, respectively. The increases are partially due to staff increases from the opening of a new branch in Clinton, South Carolina, which opened in April, 2003, and the increased staff in connection with our merger with Abbeville Capital Corporation. Net occupancy expense increased $43,000 for the six month period ending June 30, 2004, an increase of 7.99% over the related period in 2003, and increased $17,000, or 6.25% for the three months ending June 30, 2004 compared to the same period in 2003. The amortization of intangible assets increased $65,000, or 38.01% to $236,000 from the six month period ended June 30, 2003 to the six month period ended 2004, and $47,000, or 54.65% from the three month period ended June 30, 2003 to the three months ended June 30, 2004. This increase is due solely to the increase in core deposit intangibles related to the Abbeville merger. Other operating expenses were $2,368,000 for the six months ended June 30, 2004, as compared to $1,835,000 for the same period in 2003, an increase of $533,000, or 29.05%. The increase is partially due to expenses related to consulting fees for the company for compliance of Section 404 of the Sarbanes Oxley Act of 2002.
Income Taxes
For the six months ended June 30, 2004 and 2003, the effective income tax rate was 17.74% and 25.97%, respectively, and the income tax provision was $580,000 and $860,000, respectively. For the quarter ended June 30, 2004, the effective tax rate was 15.26% compared to 27.73% for the second quarter of 2003. The decline in the effective tax rate was a result of a deduction taken for a large number of disqualifying dispositions of incentive stock options and the exercise of nonqualified stock options during the second quarter of 2004.
Net Income
The combination of the above factors resulted in net income of $2,690,000 for the six months ended June 30, 2004 compared to $2,451,000 for the comparable period in 2003, an increase of 9.75%. For the quarter ended June 30, 2004, net income was $1,416,000, an increase of $165,000, or 13.19% when compared to the second quarter of 2003.
Assets and Liabilities
During the first six months of 2004, total assets increased $119,855,000, or 29.04%, when compared to December 31, 2003. Included in the increase was $82,132,000 in assets that we acquired relative to the merger with Abbeville Capital Corporation. We experienced an increase of $73,578,000, or 22.56% in the loan area during the first six months of 2004. Included in the increase in loans was $35,767,000 that we acquired from Abbeville. On the liability side, total deposits increased $64,463,000, or 20.51%, to $378,736,000 at June 30, 2004. Of the increase, $52,674,000 was acquired through the Abbeville merger. Total federal funds purchased and repurchase agreements increased $27,172,000 from $20,178,000 December 31, 2003 to $47,350,000 at June 30, 2004, an increase of 134.66%. Approximately $9,882,000 of the increase was in repurchase agreements acquired relative to the merger with Abbeville and the remainder of the increase was due to normal operating needs.
-14-
COMMUNITY CAPITAL CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Investment Securities
Investment securities increased $31,400,000, or 68.41% to $77,298,000 at June 30, 2004. Included in this increase was $17,163,000 in securities that we acquired relative to the merger with Abbeville Capital Corporation. The increase was attributable to increases in securities available-for-sale and nonmarketable equity securities.
Loans
Loans receivable increased $73,578,000, or 22.56%, from December 31, 2003 to $399,756,000 at June 30, 2004. Included in the increase is $35,767,000 in loans that we acquired through the Abbeville merger. The largest increase was in real estate mortgage and commercial loans, which increased $37,027,000, or 15.82%, to $271,080,000 at June 30, 2004. Commercial and agricultural loans increased $5,938,000, or 19.02% to $37,152,000 at June 30, 2004. Consumer installment loans increased $22,315,000, or 117.10%, to $41,371,000 at June 30, 2004 and home equity loans increased $8,631,000, or 35.61% to $32,867,000 at June 30, 2004. Balances within the major loan receivable categories as of June 30, 2004 and December 31, 2003 are as follows:
(Dollars in thousands) | June 30, 2004 |
December 31, 2003 |
||||||
Commercial and agricultural | $ | 37,152 | $ | 31,214 | ||||
Real estate - construction | 15,725 | 16,187 | ||||||
Real estate - mortgage and commercial | 271,080 | 234,053 | ||||||
Home equity | 32,867 | 24,236 | ||||||
Consumer, installment | 41,371 | 19,056 | ||||||
Consumer, credit card and checking | 1,561 | 1,432 | ||||||
$ | 399,756 | $ | 326,178 | |||||
Risk Elements in the Loan Portfolio
The following is a summary of risk elements in the loan portfolio:
June 30, | ||||||||
(Dollars in thousands) | 2004 | 2003 | ||||||
Loans: | ||||||||
Nonaccrual loans | $ | 1,430 | $ | 1,304 | ||||
Accruing loans more than 90 days past due | 34 | 374 | ||||||
$ | 1,464 | $ | 1,678 | |||||
Loans identified by the internal review mechanism, including nonaccrual loans and accruing loans more than 90 days past due:
June 30, | ||||||||
(Dollars in thousands) | 2004 | 2003 | ||||||
Criticized | $ | 7,754 | $ | 4,527 | ||||
Classified | 5,758 | 7,519 |
Of the $7,754,000 in criticized loans at June 30, 2004, 85.66% were secured by first real estate mortgages and less than one percent was unsecured. Of the $5,758,000 in classified loans, 91.17% were secured by first real estate mortgages and 1.02% was unsecured.
-15-
COMMUNITY CAPITAL CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Activity in the Allowance for Loan Losses is as follows:
June 30, | ||||||||
(Dollars in thousands) | 2004 | 2003 | ||||||
Balance, January 1, | $ | 4,584 | $ | 4,282 | ||||
Allowance acquired through acquisition | 432 | - | ||||||
Provision for loan losses for the period | 550 | 143 | ||||||
Chargeoffs | (201 | ) | (257 | ) | ||||
Recoveries | 66 | 156 | ||||||
Balance, end of period | $ | 5,431 | $ | 4,324 | ||||
Gross loans outstanding, end of period | $ | 399,756 | $ | 311,147 | ||||
Allowance for loan losses to loans outstanding | 1.36 | % | 1.39 | % |
Premises and Equipment
Our purchases of fixed assets during the first six months of 2004 totaled $2,172,000. Of this amount, $1,623,000 was during the second quarter of 2004. We also assumed $979,000 in fixed assets as a result of the merger with Abbeville, $269,000 of which were disposed due to no longer being in use. Total fixed assets, net of depreciation, increased $2,258,000 during the first six months of 2004.
Deposits
Total deposits increased $64,463,000, or 20.51%, from December 31, 2003 to $378,736,000 at June 30, 2004. Included in the increase is $52,674,000 that we acquired through our merger with Abbeville. Expressed in percentages, noninterest-bearing deposits increased 23.28% from $36,204,000 at December 31, 2003 to $44,632,000 at June 30, 2004. Interest-bearing deposits increased 20.15% from $278,069,000 at December 31, 2003 to $334,104,000 at June 30, 2004.
Balances within the major deposit categories as of June 30, 2004 and December 31, 2003 are as follows:
(Dollars in thousands) | June 30, 2004 |
December 31, 2003 |
||||||
Noninterest-bearing demand deposits | $ | 44,632 | $ | 36,204 | ||||
Interest-bearing demand deposits | 89,892 | 73,166 | ||||||
Money market accounts | 62,319 | 64,796 | ||||||
Savings deposits | 38,061 | 28,697 | ||||||
Certificates of deposit | 143,832 | 111,410 | ||||||
$ | 378,736 | $ | 314,273 | |||||
Advances from the Federal Home Loan Bank
Advances from the Federal Home Loan Bank of Atlanta to us were $48,422,000 as of June 30, 2004. Of this amount, the following have scheduled maturities greater than one year:
Maturing on | Interest Rate | Principal | ||||||
(Dollars in thousands) | ||||||||
10/13/05 | 5.84% - fixed, callable 07/13/04 | $ | 3,047 | |||||
05/14/07 | 0.74% - adjustable on 08/16/04, callable 05/16/05 | 15,000 | ||||||
09/05/08 | 3.03% - fixed, callable 09/07/04 | 5,400 | ||||||
09/29/08 | 1.86% - fixed, callable 09/29/04 | 6,500 | ||||||
02/02/09 | 4.95% - fixed | 475 | ||||||
03/17/10 | 5.92% - fixed, callable 09/17/04 | 5,000 | ||||||
03/14/13 | 1.54% - adjustable on 09/14/04 | 10,000 | ||||||
$ | 45,422 | |||||||
-16-
COMMUNITY CAPITAL CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Capital
Quantitative measures established by the federal banking agencies to ensure capital adequacy require us to maintain minimum ratios of Tier 1 and total capital as a percentage of assets and off-balance-sheet exposures, adjusted for risk weights ranging from 0% to 100%. Tier 1 capital consists of common shareholders equity, excluding the unrealized gain or loss on securities available-for-sale, minus certain intangible assets. Tier 2 capital consists of the allowance for loan losses subject to certain limitations. Total capital for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital.
We and CapitalBank are also required to maintain capital at a minimum level based on total average assets, which is known as the leverage ratio. Only the strongest banks are allowed to maintain capital at the minimum requirement of 3%. All others are subject to maintaining ratios at least 1% to 2% above the minimum.
The following table summarizes capital ratios and the regulatory minimum requirements at June 30, 2004:
Tier
1 Risk-based |
Total Risk-based |
Tier
1 Leverage |
|||||
|
|
|
|||||
Actual ratio: | |||||||
Community Capital Corporation |
11.13%
|
12.38%
|
8.66%
|
||||
CapitalBank |
10.56%
|
11.81%
|
8.21%
|
||||
Regulatory minimums: | |||||||
For capital adequacy purposes |
4.00%
|
8.00%
|
4.00%
|
||||
To be well-capitalized under prompt action provisions |
6.00%
|
10.00%
|
5.00%
|
Liquidity and Capital Resources
Shareholders equity was increased by the $942,000 proceeds from the exercise of stock options and net income of $2,690,000. Total equity was also increased by the $7,612,000 in stock issued in connection with our merger with Abbeville Capital Corporation. Due to changes in the market rates of interest, the fair value of our securities available-for-sale decreased, which had the effect of decreasing shareholders equity by $1,165,000 net of the deferred taxes for the six months ended June 30, 2004 when compared to December 31, 2003. Total equity was also reduced by cash dividends paid during the six months ended June 30, 2004 which totaled $930,000.
For the near term, maturities and sales of securities available-for-sale are expected to be a source of liquidity as we deploy these funds into loans to achieve the desired mix of assets and liabilities. We also expect to build our deposit base. Advances from the Federal Home Loan Bank and the Bankers Bank will also continue to serve as a funding source, at least for the near future. We have the ability to receive an additional $55.2 million in advances under the terms of our agreement with the Federal Home Loan Bank. Short-term borrowings by CapitalBank are not expected to be a primary source of liquidity for the near term; however, we have approximately $41.3 million of unused lines of credit to purchase federal funds.
-17-
COMMUNITY CAPITAL CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Off-Balance Sheet Risk
Through the operations of CapitalBank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. At June 30, 2004, we had issued commitments to extend credit of $71,046,000 and standby letters of credit of $851,000 through various types of commercial lending arrangements. Approximately $33.5 million of these commitments to extend credit had variable rates.
The following table sets forth the length of time until maturity for unused commitments to extend credit and standby letters of credit at June 30, 2004.
(Dollars in thousands) | Within One Month |
After
One Through Three Months |
After
Three Through Twelve Months |
Within One Year |
Greater Than One Year |
Total | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Unused commitments to extend credit | $ | 1,735 | $ | 4,661 | $ | 22,614 | $ | 29,010 | $ | 42,036 | $ | 71,046 | ||||||||
Standby letters of credit | 272 | 85 | 443 | 800 | 51 | 851 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total | $ | 2,007 | $ | 4,746 | $ | 23,057 | $ | 29,810 | $ | 42,087 | $ | 71,897 | ||||||||
|
|
|
|
|
|
We evaluate each customers credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate.
-18-
COMMUNITY CAPITAL CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Critical Accounting Policies
We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the consolidated financial statements at December 31, 2003 as filed on our annual report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could have a material impact on our carrying values of assets and liabilities and our results of operations.
To account for our acquisition of Abbeville Capital Corporation, and in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets (SFAS 142), we used the purchase method of accounting. Under this method, we are required to record assets acquired and liabilities assumed at their fair value, which in many instances involves estimates based on third party, internal, or other valuation techniques. These estimates also include the establishment of various accruals for planned facilities dispositions and employee benefit related considerations, among other acquisition-related items. In addition, purchase acquisitions resulted in goodwill and the acquisition of other intangible assets, the finite lived intangible asset, a core deposit intangible. Both are subject to periodic impairment tests. We test for goodwill impairment by determining the fair value for each reporting unit and comparing it to the carrying amount. If the carrying amount exceeds its fair value, the potential for impairment exists, and a second step of impairment testing will be performed. In the second step, the implied fair value of the reporting units goodwill is determined by allocating the reporting units fair value to all of its assets (recognized and unrecognized) and liabilities as if the reporting unit had been acquired in a business combination at the date of the impairment test. If the implied fair value of reporting unit goodwill is lower than its carrying amount, goodwill is impaired and is written down to its fair value.
We also believe the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in preparation of our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.
Recently Issued Accounting Standards
No recent authoritative pronouncements that affect accounting, reporting, and disclosure of financial information by us have occurred during the quarter ending June 30, 2004, other than the exposure draft described below.
In March 2004, the FASB issued an exposure draft on Share-Based Payment. The proposed Statement addresses the accounting for transactions in which an enterprise receives employee services in exchange for a) equity instruments of the enterprise or b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. This proposed Statement would eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25, Accounting for Stock Issued to Employees, and generally would require instead that such transactions be accounted for using a fair-value-based method. This Statement, if approved, will be effective for awards that are granted, modified, or settled in fiscal years beginning after a) December 15, 2004 for public entities and nonpublic entities that used the fair-value-based method of accounting under the original provisions of Statement 123 for recognition or pro forma disclosure purposes and b) December 15, 2005 for all other nonpublic entities. Earlier application is encouraged provided that financial statements for those earlier years have not yet been issued. Retrospective application of this Statement is not permitted. The adoption of this Statement, if approved, could have an impact on the Companys financial position or results of operations.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
Regulatory Matters
We are not aware of any current recommendations by regulatory authorities, which, if they were to be implemented, would have a material effect on liquidity, capital resources, or operations.
-19-
COMMUNITY CAPITAL CORPORATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Advisory Note Regarding Forward-Looking Statements
Certain of the statements contained in this report on Form 10-Q that are not historical facts are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forwarding-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Any or all of our forward-looking statements here or in other publications may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual results may vary materially, and there are no guarantees about the performance of our stock.
Factors which could cause actual results to differ from expectations include, among other things: (1) the challenges, costs and complications associated with the continued development of our branches; (2) the potential that loan charge-offs may exceed the allowance for loan losses or that such allowance will be increased as a result of factors beyond the control of us; (3) our dependence on senior management; (4) competition from existing financial institutions operating in our market areas as well as the entry into such areas of new competitors with greater resources, broader branch networks and more comprehensive services; (5) adverse conditions in the stock market, the public debt market, and other capital markets (including changes in interest rate conditions); (6) changes in deposit rates, the net interest margin, and funding sources; (7) inflation, interest rate, and market fluctuations; (8) risks inherent in making loans including repayment risks and value of collateral; (9) the strength of the United States economy in general and the strength of the local economies in which we conduct operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on our loan portfolio and allowance for loan losses; (10) fluctuations in consumer spending and saving habits; (11) the demand for our products and services; (12) technological changes; (13) the challenges and uncertainties in the implementation of our expansion and development strategies; (14) the ability to increase market share; (15) the adequacy of expense projections and estimates of impairment loss; (16) the impact of changes in accounting policies by the Securities and Exchange Commission; (17) unanticipated regulatory or judicial proceedings; (18) the potential negative effects of future legislation affecting financial institutions (including without limitation laws concerning taxes, banking, securities, and insurance); (19) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (20) the timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet; (21) the impact on our business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; (22) other factors described in this report and in other reports filed by the company with the Securities and Exchange Commission; and (23) our success at managing the risks involved in the foregoing.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises principally from interest rate risk inherent in our lending, deposit, and borrowing activities. Management actively monitors and manages its interest rate risk exposure. In addition to other risks that we manage in the normal course of business, such as credit quality and liquidity, management considers interest rate risk to be a significant market risk that could potentially have a material effect on our financial condition and results of operations. The information contained in Item 2 in the section captioned Provision and Allowance for Loan Losses is incorporated herein by reference. Other types of market risks, such as foreign currency risk and commodity price risk, do not arise in the normal course of our business activities.
The primary objective of asset and liability management is to manage interest rate risk and achieve reasonable stability in net interest income throughout interest rate cycles. This is achieved by maintaining the proper balance of rate-sensitive earning assets and rate-sensitive interest-bearing liabilities. The relationship of rate-sensitive earning assets to rate-sensitive interest-bearing liabilities is the principal factor in projecting the effect that fluctuating interest rates will have on future net interest income. Rate-sensitive assets and liabilities are those that can be repriced to current market rates within a relatively short time period. Management monitors the rate sensitivity of earning assets and interest-bearing liabilities over the entire life of these instruments, but places particular emphasis on the next twelve months. At June 30, 2004, on a cumulative basis through 12 months, rate-sensitive liabilities exceeded rate-sensitive assets by $179,356,000. This liability-sensitive position is largely attributable to short-term certificates of deposit, money market accounts and NOW accounts, which totaled $298,571,000 at June 30, 2004.
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COMMUNITY CAPITAL CORPORATION
Item 4. Controls and Procedures
Controls Evaluation and Related CEO and CFO Certifications. We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls) as of the end of the period covered by this Quarterly Report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
Attached as exhibits to this Quarterly Report are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Definition of Disclosure Controls. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within our Disclosure Controls, they are included in the scope of our quarterly controls evaluation.
Limitations on the Effectiveness of Controls. The companys management, including the CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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COMMUNITY CAPITAL CORPORATION
Item 4. Controls and Procedures continued
Scope of the Controls Evaluation. The evaluation of our Disclosure Controls included a review of the controls objectives and design, the companys implementation of the controls and the effect of the controls on the information generated for use in this Quarterly Report. In the course of the controls evaluation, we sought to identify data errors, control problems or acts of fraud and confirm that appropriate corrective actions, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including the CEO and CFO, concerning the effectiveness of the controls can be reported in our Quarterly Reports on Form 10-Q and to supplement our disclosures made in our Annual Report on Form 10-K. Many of the components of our Disclosure Controls are also evaluated on an ongoing basis by our finance personnel, as well as our independent auditors who evaluate them in connection with determining their auditing procedures related to their report on our annual financial statements and not to provide assurance on our controls. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.
Among other matters, we also considered whether our evaluation identified any significant deficiencies or material weaknesses in our internal control over financial reporting, and whether the company had identified any acts of fraud involving personnel with a significant role in our internal control over financial reporting. This information was important both for the controls evaluation generally, and because item 5 in the certifications of the CEO and CFO requires that the CEO and CFO disclose that information to our Boards Audit Committee and to our independent auditors. In the professional auditing literature, significant deficiencies are referred to as reportable conditions, which are deficiencies in the design or operation of controls that could adversely affect our ability to record, process, summarize and report financial data in the financial statements. Auditing literature defines material weakness as a particularly serious reportable condition in which the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and the risk that such misstatements would not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to address other controls matters in the controls evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accordance with our ongoing procedures.
Conclusions. Based upon the controls evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, as of the end of the period covered by this Quarterly Report, our Disclosure Controls were effective to provide reasonable assurance that material information relating to us and our consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.
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COMMUNITY CAPITAL CORPORATION
Items 1, 2 and 3 of Part II are not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On May 19, 2004, we held our Annual Meeting of Shareholders for the purpose of (a) electing members to the board of directors, and (b) ratifying the adoption of our 2004 Equity Incentive Plan; and (c)ratifying the appointment of Elliott Davis, LLC as our independent auditors for the fiscal year ending December 31, 2004. Five members were up for election for three-year terms, and one director was up for election for a two-year term. Each of the nominees for director received the number of affirmative votes of shareholders required for such nominees election in accordance with our Bylaws, the 2004 Equity Incentive Plan received the number of affirmative votes of shareholders required for approval in accordance with our Bylaws, and Elliott Davis, LLC received the requisite number of affirmative votes required for approval pursuant to our Bylaws. Of the 3,895,070 outstanding shares, 3,173,418 shares were either voted in person or by proxy for the two matters presented for shareholders approval. The following table summarizes the number of votes cast for, against, or withheld as to either matter:
Election of Directors
For | Withheld | ||||
|
|
||||
Joseph L. Savitz Jr. |
2,919,019
|
|
254,399
|
||
David P. Allred, MD |
2,925,691
|
|
247,727
|
||
Harold Clinkscales Jr. |
2,925,060
|
|
248,358
|
||
Wayne Q. Justesen Jr. |
2,925,060
|
|
248,358
|
||
Clinton C. Lemon Jr. |
2,925,922
|
|
247,496
|
||
William G. Stevens |
2,923,961
|
|
249,457
|
Ratification of 2004 Equity Incentive Plan
For | Against | Abstain | Broker Non-Votes | ||||
|
|
|
|
||||
1,734,702
|
|
355,404
|
|
74,502
|
|
1,008,810
|
Ratification of Auditors
For | Against | Withheld | |||
|
|
|
|||
3,151,715
|
|
17,798
|
|
3,905
|
On January 21, 2004 we declared a cash dividend on each outstanding share of our common stock, par value $1.00 per share, in the amount of $0.12 per share of common stock, which dividend was paid on March 5, 2004 to holders of record as of the close of business on February 13, 2004.
On April 21, 2004 we declared a cash dividend on each outstanding share of our common stock, par value $1.00 per share, in the amount of $0.13 per share of common stock, which dividend was paid on June 4, 2004, to holders of record as of the close of business on May 14, 2004.
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COMMUNITY CAPITAL CORPORATION
PART II. OTHER INFORMATION - continued
Item 6. Exhibits And Reports on Form 8-K
Exhibit 31.2 | Certificate of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Date Filed or Furnished |
Item Number |
Description |
January 23, 2004 | 12 | Reporting earnings for the period ended December 31, 2003 |
February 20, 2004 | 5 | Announcing the approval by the shareholders of Abbeville Capital Corporation of the merger with Community Capital Corporation |
March 5, 2004 | 9 | Announcing the completion of our merger with Abbeville Capital Corporation as of 11:58pm on March 4, 2004 |
March 11, 2004 | 2 | Summarizing the terms of our merger with Abbeville Capital Corporation |
April 22, 2004 | 12 | Reporting earnings for the period ended March 31, 2004 |
July 21, 2004 | 12 | Reporting earnings for the period ended June 30, 2004 |
July 23, 2004 | 5 | Announcing our stock buyback program |
August 3, 2004 | 5 | Announcing our amended and restated bylaws |
August 12, 2004 | 5 | Announcing an agreement for a stock buyback program contemplating Rule 10b5-1 of the Securities and Exchange Act of 1934 |
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COMMUNITY CAPITAL CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
By: | /s/
WILLIAM G. STEVENS |
William
G. Stevens President & Chief Executive Officer |
Date: August 16, 2004 | By: | /s/
R. WESLEY BREWER |
R.
Wesley Brewer Chief Financial Officer |
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