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 March 31, 2005 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:
3,875,867 shares of common stock, $1.00 par value, as of April 25, 2005
Index
-2-
Condensed Consolidated Balance Sheets
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
March
31, 2005 |
December
31, 2004 |
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(Dollars in thousands) | (Unaudited) | |||||||
Assets | ||||||||
Cash and cash equivalents: | ||||||||
Cash and due from banks | $ | 11,549 | $ | 9,053 | ||||
Interest-bearing deposit accounts | 324 | 75 | ||||||
Fed funds sold | 5,839 | - | ||||||
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Total cash and cash equivalents | 17,712 | 9,128 | ||||||
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Securities: | ||||||||
Securities available-for-sale | 72,117 | 71,119 | ||||||
Securities held-to-maturity (estimated fair value of $448 | ||||||||
at March 31, 2005 and $455 at December 31, 2004) | 425 | 425 | ||||||
Nonmarketable equity securities | 5,238 | 6,052 | ||||||
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Total securities | 77,780 | 77,596 | ||||||
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Loans held for sale | 1,785 | 1,256 | ||||||
Loans receivable | 428,192 | 425,628 | ||||||
Less allowance for loan losses | (5,875 | ) | (5,808 | ) | ||||
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Loans, net | 422,317 | 419,820 | ||||||
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Premises and equipment, net | 12,687 | 12,544 | ||||||
Accrued interest receivable | 2,148 | 2,136 | ||||||
Intangible assets | 11,291 | 11,107 | ||||||
Cash surrender value of life insurance | 13,026 | 12,900 | ||||||
Other assets | 2,887 | 2,599 | ||||||
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Total assets | $ | 561,633 | $ | 549,086 | ||||
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Liabilities and Shareholders Equity | ||||||||
Deposits: | ||||||||
Noninterest-bearing | $ | 50,880 | $ | 45,504 | ||||
Interest-bearing | 389,212 | 334,853 | ||||||
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Total deposits | 440,092 | 380,357 | ||||||
Federal funds purchased and securities sold | ||||||||
under agreements to repurchase | 17,049 | 43,978 | ||||||
Advances from the Federal Home Loan Bank | 45,300 | 66,325 | ||||||
Obligations under capital leases | 134 | 181 | ||||||
Accrued interest payable | 1,032 | 736 | ||||||
Other liabilities | 2,413 | 2,406 | ||||||
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Total liabilities | 506,020 | 493,983 | ||||||
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Shareholders Equity | ||||||||
Common stock, $1.00 par value; 10,000,000 shares authorized, | ||||||||
4,713,233 and 4,660,944 shares issued and outstanding | ||||||||
at March 31, 2005 and December 31, 2004, respectively | 4,713 | 4,661 | ||||||
Nonvested restricted stock | (824 | ) | (183 | ) | ||||
Capital surplus | 46,645 | 45,751 | ||||||
Accumulated other comprehensive income | 149 | 785 | ||||||
Retained earnings | 17,605 | 16,653 | ||||||
Treasury stock at cost; 837,366 and 832,566 shares at March 31, 2005 | ||||||||
and December 31, 2004, respectively | (12,675 | ) | (12,564 | ) | ||||
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Total shareholders equity | 55,613 | 55,103 | ||||||
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Total liabilities and shareholders equity | $ | 561,633 | $ | 549,086 | ||||
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See notes to condensed consolidated financial statements.
-3-
COMMUNITY CAPITAL CORPORATION
Condensed
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share) | Three
Months Ended March 31, |
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2005 | 2004 | |||||||
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Interest income: | ||||||||
Loans, including fees | $ | 6,296 | $ | 4,972 | ||||
Investment securities: | ||||||||
Taxable | 387 | 297 | ||||||
Tax-exempt | 336 | 305 | ||||||
Nonmarketable equity securities | 59 | 33 | ||||||
Other interest income | 10 | 5 | ||||||
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|
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Total | 7,088 | 5,612 | ||||||
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Interest expense: | ||||||||
Deposits | 1,803 | 1,089 | ||||||
Federal Home Loan Bank advances | 399 | 231 | ||||||
Other interest expense | 148 | 84 | ||||||
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|
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Total | 2,350 | 1,404 | ||||||
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Net interest income | 4,738 | 4,208 | ||||||
Provision for loan losses | 100 | 100 | ||||||
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Net interest income after provision for loan losses | 4,638 | 4,108 | ||||||
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Noninterest income: | ||||||||
Service charges on deposit accounts | 730 | 567 | ||||||
Residential mortgage origination fees | 178 | 230 | ||||||
Commissions from sales of mutual funds | 39 | 53 | ||||||
Income from fiduciary activities | 206 | 125 | ||||||
Gain on sales of securities available-for-sale | 21 | - | ||||||
Other operating income | 322 | 221 | ||||||
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Total | 1,496 | 1,196 | ||||||
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Noninterest expenses: | ||||||||
Salaries and employee benefits | 2,327 | 2,081 | ||||||
Net occupancy expense | 246 | 223 | ||||||
Amortization of intangible assets | 131 | 103 | ||||||
Furniture and equipment expense | 231 | 213 | ||||||
Other operating expenses | 1,130 | 1,085 | ||||||
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Total | 4,065 | 3,705 | ||||||
|
|
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Income before income taxes | 2,069 | 1,599 | ||||||
Income tax provision | 536 | 325 | ||||||
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|
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Net income | $ | 1,533 | $ | 1,274 | ||||
|
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Basic net income per share | $ | 0.40 | $ | 0.35 | ||||
Diluted net income per share | $ | 0.39 | $ | 0.34 |
See notes to condensed consolidated financial statements.
-4-
COMMUNITY CAPITAL CORPORATION
Condensed Consolidated Statements of Changes in Shareholders Equity and Comprehensive Income
for the three months ended March 31, 2005 and 2004
(Unaudited)
(Dollars in thousands) | Common Stock | Nonvested Restricted |
Capital | Retained | Accumulated Other Comprehensive |
Treasury | ||||||||||||||||||||
Shares | Amount | Stock | Surplus | Earnings | Income | Stock | Total | |||||||||||||||||||
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Balance | ||||||||||||||||||||||||||
December 31, 2003 | 4,175,919 | $ | 4,176 | $ | - | $ | 37,375 | $ | 12,791 | $ | 869 | $ | (9,678 | ) | $ | 45,533 | ||||||||||
Net income | - | - | - | - | 1,274 | - | - | 1,274 | ||||||||||||||||||
Other | ||||||||||||||||||||||||||
comprehensive | ||||||||||||||||||||||||||
income, net of tax | - | - | - | - | - | 777 | - | 777 | ||||||||||||||||||
|
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Comprehensive | ||||||||||||||||||||||||||
income | - | - | - | - | - | - | - | 47,584 | ||||||||||||||||||
Exercise of stock options | 47,666 | 48 | - | 473 | - | - | - | 521 | ||||||||||||||||||
Abbeville Capital | ||||||||||||||||||||||||||
Corporation Merger | ||||||||||||||||||||||||||
Consideration | 371,695 | 372 | - | 7,240 | - | - | - | 7,612 | ||||||||||||||||||
Dividends paid | ||||||||||||||||||||||||||
($0.12 per share) | - | - | - | - | (421 | ) | - | - | (421 | ) | ||||||||||||||||
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Balance, | ||||||||||||||||||||||||||
March 31, 2004 | 4,595,280 | $ | 4,596 | $ | - | $ | 45,088 | $ | 13,644 | $ | 1,646 | $ | (9,678 | ) | $ | 55,296 | ||||||||||
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Balance, | ||||||||||||||||||||||||||
December 31, 2004 | 4,660,944 | $ | 4,661 | $ | (183 | ) | $ | 45,751 | $ | 16,653 | $ | 785 | $ | (12,564 | ) | $ | 55,103 | |||||||||
Net income | - | - | - | - | 1,533 | - | - | 1,533 | ||||||||||||||||||
Other | ||||||||||||||||||||||||||
comprehensive | ||||||||||||||||||||||||||
income, net of tax | - | - | - | - | - | (636 | ) | - | (636 | ) | ||||||||||||||||
|
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Comprehensive | ||||||||||||||||||||||||||
income | - | - | - | - | - | - | - | 56,000 | ||||||||||||||||||
Exercise of stock options | 21,689 | 21 | - | 221 | - | - | - | 242 | ||||||||||||||||||
Issuance of restricted stock | 30,600 | 31 | (704 | ) | 673 | - | - | - | - | |||||||||||||||||
Amortization of deferred | ||||||||||||||||||||||||||
compensation on | ||||||||||||||||||||||||||
restricted stock | - | - | 63 | - | - | - | - | 63 | ||||||||||||||||||
Dividends paid | ||||||||||||||||||||||||||
($0.15 per share) | - | - | - | - | (581 | ) | - | - | (581 | ) | ||||||||||||||||
Purchase of treasury | ||||||||||||||||||||||||||
stock (4,800 shares) | - | - | - | - | - | - | (111 | ) | (111 | ) | ||||||||||||||||
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Balance, | ||||||||||||||||||||||||||
March 31, 2005 | 4,713,233 | $ | 4,713 | $ | (824 | ) | $ | 46,645 | $ | 17,605 | $ | 149 | $ | (12,675 | ) | $ | 55,613 | |||||||||
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See notes to condensed consolidated financial statements.
-5-
COMMUNITY CAPITAL CORPORATION
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands) | Three
Months Ended March 31, |
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2005 | 2004 | |||||||
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Cash flows from operating activities: | ||||||||
Net income | $ | 1,533 | $ | 1,274 | ||||
Adjustments to reconcile net income to net cash (used) provided | ||||||||
by operating activities: | ||||||||
Depreciation | 217 | 199 | ||||||
Provision for possible loan losses | 100 | 100 | ||||||
Amortization of intangible assets | 131 | 103 | ||||||
Amortization less accretion on investments | 6 | 4 | ||||||
Amortization of deferred loan costs | 188 | 74 | ||||||
Amortization of deferred compensation on restricted stock | 63 | - | ||||||
Gains on sales of securities available-for-sale | (21 | ) | - | |||||
Loss on sale of other real estate | 18 | 31 | ||||||
Disbursements for mortgages held for sale | (7,341 | ) | (9,683 | ) | ||||
Proceeds of sales of residential mortgages | 6,812 | 8,823 | ||||||
Increase in interest receivable | (12 | ) | (429 | ) | ||||
Increase in interest payable | 296 | 144 | ||||||
(Increase) decrease in other assets | (455 | ) | 539 | |||||
Decrease in other liabilities | (40 | ) | (1,138 | ) | ||||
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Net cash provided by operating activities | 1,495 | 41 | ||||||
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Cash flows from investing activities: | ||||||||
Net increase in loans to customers | (2,814 | ) | (11,830 | ) | ||||
Purchases of securities available-for-sale | (4,005 | ) | (15,958 | ) | ||||
Proceeds from maturities and sales of securities available-for-sale | 2,057 | 4,494 | ||||||
Purchases of nonmarketable equity securities | (132 | ) | (468 | ) | ||||
Proceeds from sales of nonmarketable equity securities | 946 | 112 | ||||||
Proceeds from sales of other real estate | 66 | 55 | ||||||
Purchases of premises and equipment | (370 | ) | (549 | ) | ||||
Proceeds from sales of premises and equipment | 10 | - | ||||||
Net assets acquired in bank acquisition | - | 11,498 | ||||||
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Net cash used by investing activities | (4,242 | ) | (12,646 | ) | ||||
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Cash flows from financing activities: | ||||||||
Net increase in deposit accounts | 59,735 | 14,014 | ||||||
Net decrease in federal funds purchased and repos | (26,929 | ) | (3,641 | ) | ||||
Repayments of Federal Home Loan Bank borrowings | (21,025 | ) | (36 | ) | ||||
Dividends paid | (581 | ) | (421 | ) | ||||
Proceeds from exercise of stock options | 242 | 520 | ||||||
Purchase of treasury stock | (111 | ) | - | |||||
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Net cash provided by financing activities | 11,331 | 10,436 | ||||||
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Net increase (decrease) in cash and cash equivalents | 8,584 | (2,169 | ) | |||||
Cash and cash equivalents, beginning of period | 9,128 | 16,934 | ||||||
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Cash and cash equivalents, end of period | $ | 17,712 | $ | 14,765 | ||||
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See notes to condensed consolidated financial statements.
-6-
COMMUNITY CAPITAL CORPORATION
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, which would substantially duplicate those contained in the most recent annual report to shareholders. The financial statements as of March 31, 2005 and for the interim periods ended March 31, 2005 and 2004 are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The financial information as of December 31, 2004 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 2004 Annual Report.
Note 2 Acquisitions
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 allowed us to expand strategically our operations into a contiguous market in which we had no full-service branch facilities.
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.
(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 | 7,039 | ||||
Other assets | 2,336 | ||||
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Total assets acquired | 82,234 | ||||
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Deposits | 52,674 | ||||
Advances from the Federal Home Loan Bank | 3,091 | ||||
Other liabilities | 10,956 | ||||
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Total liabilities assumed | 66,721 | ||||
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Net assets acquired | $ | 15,513 | |||
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-7-
COMMUNITY CAPITAL CORPORATION
Note 3 Supplemental Cash Flow Information
Three Months Ended March 31, |
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(Dollars in thousands) |
2005 |
2004 |
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Cash paid during the period for: | ||||||||
Income taxes | $ | 306 | $ | 8 | ||||
Interest | 2,054 | 1,260 |
Note 4 - Advances from the Federal Home Loan Bank
Advances from the Federal Home Loan Bank of Atlanta to us were $45,300,000 as of March 31, 2005. Of this amount, the following have scheduled maturities greater than one year:
Maturing on |
Interest Rate |
Principal |
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(Dollars in thousands) | ||||||||
05/14/07 | 2.29% - fixed, callable 05/16/05 | $ | 15,000 | |||||
09/05/08 | 3.03% - fixed, callable 09/05/06 | 5,400 | ||||||
09/29/08 | 1.86% - fixed, callable 09/25/05 | 6,500 | ||||||
02/02/09 | 4.95% - fixed | 400 | ||||||
03/17/10 | 5.92% - fixed, callable 06/17/05 | 5,000 | ||||||
03/14/13 | 3.00% - adjustable on 06/14/05 | 10,000 | ||||||
$ | 42,300 | |||||||
Note 5 Shareholders Equity
During the first three months of 2005, there were 21,689 options exercised by our employees and directors with total proceeds of $242,000 at an average exercise price of $11.16. On January 19, 2005, the Board of Directors declared a cash dividend of $0.15 per share, which was paid to shareholders on March 4, 2005. We issued 30,600 shares of restricted stock on January 21, 2005 at a price of $23.00 per share. The shares cliff vest in three years and are fully vested on January 21, 2008. We purchased 4,800 shares during the first three months of 2005 through a previously announced stock buyback program, with total proceeds of $111,000 at an average price of $23.05.
-8-
COMMUNITY CAPITAL CORPORATION
Note 6 Stock-Based Compensation
We have a stock-based employee compensation plan that 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. We grant stock options and restricted stock to eligible employees. The stock option awards are generally for a fixed number of shares with an exercise price equal to the fair value of the shares at the date of grant. 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. We recognize compensation expense related to its restricted stock grants based on the fair value of the shares awarded on the date that the shares are awarded. The fair value of the grants are amortized over the vesting period. 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.
Three Months ended March 31,
|
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(Dollars
in thousands, except for per share data) |
2005
|
2004
|
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Net income, as reported | $ | 1,533 | $ | 1,274 | ||||
Deduct: Total stock-based employee | ||||||||
compensation expense determined | ||||||||
under fair value based method | ||||||||
for all awards, net of related tax effects | - | (5 | ) | |||||
Pro forma net income | $ | 1,533 | $ | 1,269 | ||||
Earnings per share: | ||||||||
Basic - as reported | $ | 0.40 | $ | 0.35 | ||||
Basic - pro forma | $ | 0.40 | $ | 0.35 | ||||
Diluted - as reported | $ | 0.39 | $ | 0.34 | ||||
Diluted - pro forma | $ | 0.39 | $ | 0.34 | ||||
-9-
COMMUNITY CAPITAL CORPORATION
Note 7 Earnings Per Share
A reconciliation of the numerators and denominators used to calculate basic and diluted earnings per share are as follows:
Three Months Ended March 31, 2005
|
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(Dollars
in thousands, except per share) |
Income (Numerator) |
Shares (Denominator) |
Per
Share Amount |
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Basic earnings per share | |||||||||||
Income available to common shareholders | $ | 1,533 | 3,830,185 | $ | 0.40 | ||||||
Effect of dilutive securities | |||||||||||
Stock options | - | 98,985 | |||||||||
Unvested restricted stock | - | 30,631 | |||||||||
Diluted earnings per share | |||||||||||
Income available to common shareholders | |||||||||||
plus assumed conversions | $ | 1,533 | 3,959,801 | $ | 0.39 | ||||||
Three Months Ended March 31, 2004
|
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(Dollars
in thousands, except per share) |
Income (Numerator) |
Shares (Denominator) |
Per
Share Amount |
||||||||
Basic earnings per share | |||||||||||
Income available to common shareholders | $ | 1,274 | 3,612,777 | $ | 0.35 | ||||||
Effect of dilutive securities | |||||||||||
Stock options | - | 138,838 | |||||||||
Diluted earnings per share | |||||||||||
Income available to common shareholders | |||||||||||
plus assumed conversions | $ | 1,274 | 3,751,615 | $ | 0.34 | ||||||
-10-
COMMUNITY CAPITAL CORPORATION
Note 8 Comprehensive Income
The following tables set forth the amounts of other comprehensive income included in equity along with the related tax effects:
Three
Months Ended March 31, 2005
|
|||||||||||
(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 | $ | (944 | ) | $ | 322 | $ | (622 | ) | |||
Less: reclassification adjustment for gains realized | |||||||||||
in net income | (21 | ) | 7 | (14 | ) | ||||||
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Net unrealized gains (losses) on securities | (965 | ) | 329 | (636 | ) | ||||||
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Other comprehensive loss | $ | (965 | ) | $ | 329 | $ | (636 | ) | |||
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Three
Months Ended March 31, 2004
|
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(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 | $ | 1,177 | $ | (400 | ) | $ | 777 | ||||
Less: reclassification adjustment for gains realized | |||||||||||
in net income | - | - | - | ||||||||
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|
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Net unrealized gains (losses) on securities | 1,177 | (400 | ) | 777 | |||||||
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Other comprehensive income | $ | 1,177 | $ | (400 | ) | $ | 777 | ||||
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-11-
COMMUNITY CAPITAL CORPORATION
Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition as of March 31, 2005 compared to December 31, 2004 and the results of operations for the three months ended March 31, 2005 compared to the three months ended March 31, 2004. Please read these comments in conjunction with our condensed consolidated financial statements and accompanying footnotes appearing in this report.
Results of Operations
Net Interest Income
For the three months ended March 31, 2005, net interest income, the major component of our net income, was $4,738,000 compared to $4,208,000 for the same period of 2004, an increase of $530,000 or 12.60%. The average rate realized on interest-earning assets increased to 5.78% from 5.73%, while the average rate paid on interest-bearing liabilities increased to 2.12% from 1.57% for the three month periods ended March 31, 2005 and 2004, respectively.
The net interest spread and net interest margin were 3.66% and 3.90%, respectively, for the three-month period ended March 31, 2005, compared to 4.16% and 4.31% for the three month period ended March 31, 2004.
Provision and Allowance for Loan Losses
The provision for loan losses is the charge to operating earnings that we believe is necessary to maintain the allowance for loan losses at an adequate level. For the three months ended March 31, 2005 and 2004, the provision was $100,000 and $100,000, respectively. Our nonperforming and impaired loans totaled $2,348,000 at March 31, 2005 compared to $1,779,000 at March 31, 2004. Criticized and classified loans have decreased from $13,898,000 at March 31, 2004 to $11,136,000 at March 31, 2005. The allowance for loan losses was 1.37% of total loans at March 31, 2005, as compared to 1.34% at March 31, 2004.
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 March 31, 2005 to meet presently known and inherent risks in the loan portfolio.
Noninterest Income
Total noninterest income for the three months ended March 31, 2005 was $1,496,000, an increase of $300,000, or 25.08%, compared to $1,196,000 for the three months ended March 31, 2004.
Service charges on deposit accounts increased $163,000 or 28.75% from $567,000 for the three months ended March 31, 2004 to $730,000 for the three months ended March 31, 2005. The increase is mainly due to the increase in deposit accounts as a result of our merger with Abbeville Capital Corporation in March, 2004. Residential mortgage origination fees decreased $52,000 or 22.61% from $230,000 to $178,000 for the three months ended March 31, 2005, compared to the three months ended March 31, 2004. The decline in mortgage fees was a result of increased market rates which reduced our volume of mortgage refinancings. Commissions from the sales of mutual funds decreased $14,000, or 26.42%, to $39,000 for the three months ended March 31, 2005 compared to $53,000 for the three months ended March 31, 2004. Income from our fiduciary activities increased $81,000, or 64.80%, to $206,000 for the three months ended March 31, 2005 compared to $125,000 for the three months ended March 31, 2004. The increase is primarily a result of our continuing successful efforts to expand assets under management in our wealth management group. Other operating income increased $101,000, or 45.70% to $322,000 for the three months ended March 31, 2005 from $221,000 for the three months ended March 31, 2004. This increase is primarily due to an increase of income realized on Bank Owned Life Insurance (BOLI) that was acquired through our merger with Abbeville Capital Corporation in March, 2004. Also included in noninterest income is the gain of $21,000 on the sale of securities available for sale in the first quarter of 2005 compared to no gains during the same period in 2004.
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Noninterest Expense
Total noninterest expense for the first three months of 2005 was $4,065,000, an increase of $360,000, or 9.72%, when compared to the first three months of 2004.
The primary component of noninterest expense is salaries and benefits, which increased to $2,327,000, or 11.82% for the three month period ended March 31, 2005 compared to $2,081,000 for the three months ended March 31, 2004. The amortization of intangible assets increased $28,000 or 27.18% to $131,000 for the three months ended March 31, 2005 from $103,000 for the same period in 2004. This increase is due solely to the increase in core deposit intangibles related to the Abbeville merger.
Income Taxes
For the three months ended March 31, 2005 and 2004, the effective income tax rate was 25.91% and 20.33%, respectively, and the income tax provision was $536,000 and $325,000, respectively.
Net Income
The combination of the above factors resulted in net income of $1,533,000 for the three months ended March 31, 2005 compared to $1,274,000 for the comparable period in 2004. This was an increase of $259,000 or 20.33% over the prior year.
Assets and Liabilities
During the first three months of 2005, total assets increased $12,547,000, or 2.29%, to $561,633,000 when compared to $549,086,000 at December 31, 2004. Total loans increased $2,564,000, or 0.60% to $428,192,000 at March 31, 2005 when compared to $425,628,000 at December 31, 2004. Total securities increased $184,000, or 0.24%, to $77,780,000 at March 31, 2005. On the liability side, total deposits increased $59,735,000, or 15.70%, to $440,092,000 at March 31, 2005 from $380,357,000 at December 31, 2004. During a limited time in January, 2005, CapitalBank offered a 13-month certificate of deposit special in an effort to reduce reliance on overnight funding in an environment where short term rates were increasing rapidly. The total dollars generated with the special were approximately $50,104,000. The increase in deposits allowed us to payoff our daily rate credit with Federal Home Loan Bank and our federal funds purchased position. Additionally, total cash and cash equivalents, which include federal funds sold, increased $8,584,000, or 94.04% to $17,712,000 at March 31, 2005 compared to $9,128,000 at December 31, 2004, which was also a result of funds generated through the certificate of deposit special.
Investment Securities
Investment securities increased $184,000 or 0.24% during the three month period ended March 31, 2005. Securities available for sale increased $998,000 or 1.40% during the first quarter, which was offset by a decrease in nonmarketable equity securities of $814,000, or 13.45% during the three month period ended March 31, 2005.
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COMMUNITY CAPITAL CORPORATION
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Loans
Loans receivable increased $2,564,000, or 0.60%, since December 31, 2004. The largest increase was in real estate construction, which increased $9,314,000, or 19.31%, to $57,537,000 at March 31, 2005. Home equity loans increased $2,111,000, or 5.37%, to $41,408,000 at March 31, 2005. Commercial and agricultural loans decreased $6,416,000, or 14.18% to $38,806,000 at March 31, 2005. Balances within the major loan receivable categories as of March 31, 2005 and December 31, 2004 are as follows:
(Dollars in thousands) |
March 31, 2005 |
December 31, 2004 |
||||||
Commercial and agricultural | $ | 38,806 | $ | 45,222 | ||||
Real estate - construction | 57,537 | 48,223 | ||||||
Real estate - mortgage and commercial | 267,480 | 268,383 | ||||||
Home equity | 41,408 | 39,297 | ||||||
Consumer, installment | 21,319 | 22,912 | ||||||
Consumer, credit card and checking | 1,642 | 1,591 | ||||||
$ | 428,192 | $ | 425,628 | |||||
Risk Elements in the Loan Portfolio
We incorporate by reference under this heading the disclosures under the heading Provision and Allowance for Loan Losses under this Item 2 of Part I.
The following is a summary of risk elements in the loan portfolio:
March 31, |
||||||||
(Dollars in thousands) |
2005 |
2004 |
||||||
Loans: | ||||||||
Nonaccrual and impaired loans | $ | 2,220 | $ | 1,767 | ||||
Accruing loans more than 90 days past due | $ | 128 | $ | 12 |
Loans identified by the internal review mechanism, including nonaccrual loans and accruing loans more than 90 days past due:
Criticized | $ | 4,163 | $ | 8,592 | ||||
Classified | $ | 6,973 | $ | 5,306 |
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Activity in the Allowance for Loan Losses is as follows:
March 31, |
||||||||
(Dollars in thousands) |
2005 |
2004 |
||||||
Balance, January 1, | $ | 5,808 | $ | 4,584 | ||||
Allowance acquired through acquisition | - | 432 | ||||||
Provision for loan losses for the period | 100 | 100 | ||||||
Charge-offs | (50 | ) | (140 | ) | ||||
Recoveries | 17 | 29 | ||||||
Balance, end of period | $ | 5,875 | $ | 5,005 | ||||
Gross loans outstanding, end of period | $ | 428,192 | $ | 373,555 | ||||
Allowance for loan losses to loans outstanding | 1.37 | % | 1.34 | % |
The following is a summary of information pertaining to impaired loans:
March 31, |
||||||||
(Dollars in thousands) |
2005 |
2004 |
||||||
Impaired loans without a valuation allowance | $ | - | $ | - | ||||
Impaired loans with a valuation allowance | 2,220 | - | ||||||
Total impaired loans | $ | 2,220 | $ | - | ||||
Valuation allowance related to impaired loans | $ | 492 | $ | - | ||||
March 31, |
||||||||
(Dollars in thousands) |
2005 |
2004 |
||||||
Average investment in impaired loans | $ | 2,370 | $ | - | ||||
Interest income recognized on impaired loans | $ | 24 | $ | - | ||||
Interest income recognized on a cash basis on impaired loans | $ | 24 | $ | - | ||||
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Premises and Equipment
Purchases of fixed assets during the first quarter of 2005 totaled $370,000. Total fixed assets, net of depreciation, increased $143,000 during the first three months of 2005.
Deposits
Total deposits increased $59,735,000, or 15.70%, to $440,092,000 at March 31, 2005 from $380,357,000 at December 31, 2004. Expressed in percentages, noninterest-bearing deposits increased 11.81% from $45,504,000 at December 31, 2004 to $50,880,000 at March 31, 2005, and interest-bearing deposits increased 16.23% from $334,853,000 at December 31, 2004 to $389,212,000 at March 31, 2005. During a limited time in January, 2005, CapitalBank offered a 13-month certificate of deposit special in an effort to reduce reliance on overnight funding in an environment where short term rates were increasing rapidly. The total dollars generated with the special were approximately $50,104,000. The accounts required balances of a minimum of $10,000 and will pay interest of 3.99%.
Balances within the major deposit categories as of March 31, 2005 and December 31, 2004 are as follows:
(Dollars in thousands) |
March 31, 2005 |
December 31, 2004 |
||||||
Noninterest-bearing demand deposits | $ | 50,880 | $ | 45,504 | ||||
Interest-bearing demand deposits | 69,634 | 72,934 | ||||||
Money market accounts | 98,915 | 82,872 | ||||||
Savings deposits | 39,741 | 36,522 | ||||||
Certificates of deposit | 180,922 | 142,525 | ||||||
$ | 440,092 | $ | 380,357 | |||||
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Advances from the Federal Home Loan Bank
Advances from the Federal Home Loan Bank of Atlanta to us decreased $21,025,000 to $45,300,000 as of March 31, 2005 compared to $66,325,000 at December 31, 2004. The decrease was primarily the result of paying off our daily rate credit in the amount of $21,000,000 during January 2005. The funds utilized to decrease the borrowings were generated through a certificate of deposit special that we offered during a limited time in January 2005, in an effort to reduce reliance on overnight funding in an environment where short term rates were increasing rapidly. Of the $45,300,000 in advances with Federal Home Loan Bank, the following have scheduled maturities greater than one year:
Maturing on |
Interest Rate |
Principal |
||||||
(Dollars in thousands) | ||||||||
05/14/07 | 2.29% - fixed, callable 05/16/05 | $ | 15,000 | |||||
09/05/08 | 3.03% - fixed, callable 09/05/06 | 5,400 | ||||||
09/29/08 | 1.86% - fixed, callable 09/25/05 | 6,500 | ||||||
02/02/09 | 4.95% - fixed | 400 | ||||||
03/17/10 | 5.92% - fixed, callable 06/17/05 | 5,000 | ||||||
03/14/13 | 3.00% - adjustable on 06/14/05 | 10,000 | ||||||
$ | 42,300 | |||||||
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 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 our capital ratios and the regulatory minimum requirements at March 31, 2005:
Tier 1 Risk-based |
Total Risk-based |
Tier 1 Leverage |
|||||||||
Actual ratio: | |||||||||||
Community Capital Corporation | 10.13% | 11.38% | 8.11% | ||||||||
CapitalBank | 9.81% | 11.06% | 7.86% | ||||||||
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% |
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COMMUNITY CAPITAL CORPORATION
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations continued
Liquidity and Capital Resources
Shareholders equity was increased by the $242,000 in proceeds from the exercise of stock options and net income of $1,533,000. 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 $636,000, net of the deferred taxes, for the three months ended March 31, 2005 when compared to December 31, 2004. Total equity was reduced by cash dividends paid, which totaled $581,000 and also by the $111,000 paid for treasury stock during the three months ended March 31, 2005.
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 $95,000,000 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 $62,000,000 of unused lines of credit to purchase federal funds.
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. At March 31, 2005, we had issued commitments to extend credit of $67,036,000 and standby letters of credit of $1,686,000 through various types of commercial lending arrangements. Approximately $53,700,000 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 March 31, 2005.
(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 | $ | 3,149 | $ | 1,908 | $ | 19,225 | $ | 24,282 | $ | 42,754 | $ | 67,036 | ||||||||
Standby letters of credit | 73 | 10 | 1,520 | 1,603 | 83 | 1,686 | ||||||||||||||
Totals | $ | 3,222 | $ | 1,918 | $ | 20,745 | $ | 25,885 | $ | 42,837 | $ | 68,722 |
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.
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, 2004 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.
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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 typically result in goodwill or other intangible assets, which are subject to periodic impairment tests. These tests use estimates such as discount rates, time periods, and comparable market values in their calculations. Furthermore, the determination of which intangible assets have finite lives is subjective, as well as the determination of the amortization period for such intangible assets.
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 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
The following is a summary of recent authoritative pronouncements that affect accounting, reporting, and disclosure of financial information:
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)). SFAS No. 123(R) will require companies to measure all employee stock-based compensation awards using a fair value method and record such expense in its financial statements. In addition, the adoption of SFAS No. 123(R) requires additional accounting and disclosure related to the income tax and cash flow effects resulting from share-based payment arrangements. SFAS No. 123(R) is effective beginning as of the first annual reporting period beginning after June 15, 2005. The Company is currently evaluating the impact that the adoption of SFAS No. 123(R) will have on its financial position, results of operations and cash flows. The cumulative effect of adoption, if any, will be measured and recognized in the statement of operations on the date of adoption.
In April 2005, the Securities and Exchange Commissions Office of the Chief Accountant and its Division of Corporation Finance has released Staff Accounting Bulletin (SAB) No.107 to provide guidance regarding the application of FASB Statement No.123 (revised 2004), Share-Based Payment. Statement No.123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SAB 107 provides interpretive guidance related to the interaction between Statement No.123R and certain SEC rules and regulations, as well as the staffs views regarding the valuation of share-based payment arrangements for public companies. SAB 107 also reminds public companies of the importance of including disclosures within filings made with the SEC relating to the accounting for share-based payment transactions, particularly during the transition to Statement No.123R.
In December 2003, the FASB issued FIN No. 46 (revised), Consolidation of Variable Interest Entities (FIN No. 46(R)), which addresses consolidation by business enterprises of variable interest entities. FIN No. 46(R) requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns, or both. FIN No. 46(R) also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. FIN No. 46(R) provides guidance for determining whether an entity qualifies as a variable interest entity by considering, among other considerations, whether the entity lacks sufficient equity or its equity holders lack adequate decision-making ability. The consolidation requirements of FIN No. 46(R) applied immediately to variable interest entities created after January 31, 2003. The consolidation requirements applied to the Companys existing variable
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interest entities in the first reporting period ending after March 15, 2004. Certain of the disclosure requirements applied to all financial statements issued after December 31, 2003, regardless of when the variable interest entity was established. The adoption of FIN No. 46(R) did not have any impact on the Companys financial position or results of operations.
In November 2003, the Emerging Issues Task Force (EITF) reached a consensus that certain quantitative and qualitative disclosures should be required for debt and marketable equity securities classified as available for sale or held to maturity under SFAS No. 115 and SFAS No. 124 that are impaired at the balance sheet date but for which other-than-temporary impairment has not been recognized. Accordingly the EITF issued EITF No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. This issue addresses the meaning of other-than-temporary impairment and its application to investments classified as either available for sale or held to maturity under SFAS No. 115 and provides guidance on quantitative and qualitative disclosures. The disclosure requirements of EITF No. 03-1 are effective for annual financial statements for fiscal years ending after June 15, 2004. The effective date for the measurement and recognition guidance of EITF No. 03-1 has been delayed. The FASB staff has issued a proposed Board-directed FASB Staff Position (FSP), FSP EITF 03-1-a, Implementation Guidance for the Application of Paragraph 16 of Issue No. 03-1. The proposed FSP would provide implementation guidance with respect to debt securities that are impaired solely due to interest rates and/or sector spreads and analyzed for other-than-temporary impairment under the measurement and recognition requirements of EITF No. 03-1. The delay of the effective date for the measurement and recognition requirements of EITF No. 03-1 will be superseded concurrent with the final issuance of FSP EITF 03-1-a. Adopting the disclosure provisions of EITF No. 03-1 did not have any 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.
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
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations continued
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 here 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 stability 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. 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 March 31, 2005, on a cumulative basis through 12 months, rate-sensitive liabilities exceeded rate-sensitive assets by $157,183,000. This liability-sensitive position is largely attributable to short-term certificates of deposit, money market accounts, and NOW accounts, which totaled $307,377,000 at March 31, 2005.
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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 Annual 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 Annual 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.
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
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Item 4. Controls and Procedures continued
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.
PART II. OTHER INFORMATION
Items 1, 3 and 4 of Part II are not applicable.
Item 2. Issuer Repurchase Table
The following table provides information with respect to any purchase made by us or on our behalf or any affiliated purchaser, as defined in 17 C.F.R. § 240.10b-18(a)(3), of shares of any class of our equity securities that is registered by us pursuant to section 12 of the Exchange Act:
Period | (a)
Total number of shares purchased |
(b)
Average price paid per share |
(c)
Total number of shares purchased as part of publicly announced plans or programs |
(d)
Maximum number (or appropriate dollar value) of shares that may yet be purchased under the plans or programs |
January 1, 2005 through January 30, 2005 | 3,000 | $23.05 | 3,000 | 66,956 |
February 1, 2005 through February 28, 2005 | 1,800 | $23.05 | 1,800 | 65,156 |
March 1, 2005 through March 31, 2005 | - | - | - | 65,156 |
Total | 4,800 | $23.05 | 4,800 | 65,156 |
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Item 5. Other Information
On January 19, 2005 we declared a cash dividend on each outstanding share of our common stock, par value $1.00 per share, in the amount of $0.15 per share of common stock, which dividend was paid on March 4, 2005 to holders of record as of the close of business on February 18, 2005.
Item 6. Exhibits And Reports on Form 8-K
(a) | Exhibit 31.1 | Certification of Principal Executive 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 31.2 | Certification 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 of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(b) | Reports on Form 8-K. |
Date Filed or Furnished |
Item Number | Description |
January 19, 2005 | 2.02, 7.01, 9.01 | Reporting earnings for the period ending December 31, 2004 |
April 12, 2005 | 1.01, 9.01 | Announcing an agreement for a stock buyback program contemplating Rule 10b5-1 of the Securities and Exchange Act of 1934 |
April 20, 2005 | 2.02, 7.01, 9.01 | Reporting earnings for the period ending March 31, 2005 |
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SIGNATURE
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.
Date: April 28, 2005 | By: | /s/
WILLIAM G. STEVENS |
William
G. Stevens President & Chief Executive Officer |
Date: May 10, 2005 | By: | /s/
R. WESLEY BREWER |
R.
Wesley Brewer Chief Financial Officer |
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