United
States Securities and Exchange
Commission
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
(Mark
One)
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QUARTERLY REPORT UNDER SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2010
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TRANSITION REPORT PURSUANT
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from __________to .
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Commission
File Number:
000-30497
(Exact
name of small business issuer as specified in its charter)
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Tennessee
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62-1173944
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(State or other
jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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835 Georgia Avenue
Chattanooga, Tennessee
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37402
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(Address of
principal executive offices)
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(Zip
Code)
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423-385-3000
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Not
Applicable
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(Registrant’s
telephone number, including area code)
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(Former name, former
address and former fiscal
year,
if changes since last
report)
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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 o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such period that the registrant was required to submit and
post such files).
Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated
filer o Smaller reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No x
As of
July 30, 2010 there were 6,500,396 shares of common stock, $1.00 par value per
share, issued and outstanding.
EXPLANATORY
NOTE
Cornerstone
Bancshares, Inc. (“Cornerstone”) is filing this Amendment No. 1 on Form 10-Q/A
(this “Amendment”) with respect to its Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2010, as filed with the Securities and Exchange
Commission on August 16, 2010 (the “Original Filing”). During the
Edgarizing process, Cornerstone’s Consolidated Statements of Cash Flows was
inadvertently omitted from the Form 10-Q filed with the Securities and Exchange
Commission. To correct this oversight Cornerstone is filing this Form
10-Q/A which includes the Consolidated Statements of Cash Flows as of June 30,
2010 and 2009.
Except as
described above, the Original Filing has not been amended, updated or otherwise
modified. The Original Filing, as amended by this Amendment, continues to speak
as of the date of the Original Filing and does not reflect events occurring
after the filing of the Original Filing or update or otherwise modify any
related or other disclosures, including forward-looking statements. Accordingly,
this Amendment should be read in conjunction with Cornerstone’s Original
Filing.
Cornerstone
Bancshares, Inc. and Subsidiary
Consolidated
Statements of Cash Flows
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Unaudited
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||||||||
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Six
months ended June 30,
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||||||||
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2010
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2009
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
income / (loss)
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$ | 361,933 | $ | (3,514,302 | ) | |||
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Adjustments
to reconcile net income / (loss) to net cash
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||||||||
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provided
by operating activities:
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Depreciation
and amortization
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233,564 | 500,824 | ||||||
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Provision
for loan losses
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2,480,000 | 7,358,898 | ||||||
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Stock
compensation expense
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37,306 | 109,396 | ||||||
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Net
(gains) / losses on sales of loans and other assets
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(386,195 | ) | 34,248 | |||||
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Deferred
income taxes
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(624,201 | ) | 670,271 | |||||
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Changes
in other operating assets and liabilities:
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Net
change in loans held for sale
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(371,000 | ) | (545,700 | ) | ||||
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Accrued
interest receivable
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(141,737 | ) | 356,707 | |||||
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Accrued
interest payable
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23,222 | 181,782 | ||||||
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Other
assets and liabilities
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650,618 | (3,368,156 | ) | |||||
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Net
cash provided by operating activities
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2,263,510 | 1,783,968 | ||||||
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CASH
FLOWS FROM INVESTING ACTIVITIES
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Proceeds
from security transactions:
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Securities
available for sale
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50,499,955 | 27,916,257 | ||||||
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Securities
held to maturity
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20,266 | 14,603 | ||||||
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Purchase
of securities available for sale
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(53,138,697 | ) | (29,228,921 | ) | ||||
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Purchase
of Federal Home Loan Bank stock
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(93,700 | ) | (41,700 | ) | ||||
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Loan
originations and principal collections, net
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12,633,191 | 14,950,859 | ||||||
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Purchase
of bank premises and equipment
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(2,299 | ) | (92,128 | ) | ||||
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Proceeds
from sale of bank premises and equipment
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199,664 | - | ||||||
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Proceeds
from sale of other real estate and other assets
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4,516,827 | 1,698,445 | ||||||
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Net
cash provided by investing activities
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14,635,207 | 15,217,415 | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Net
(decrease) increase in deposits
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(4,093,656 | ) | 10,456,476 | |||||
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Net
(decrease) in federal funds purchased and
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securities
sold under agreements to repurchase
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(2,216,720 | ) | (15,263,767 | ) | ||||
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Net
(payments on) proceeds from Federal Home Loan Bank
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advances
and other borrowings
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(5,100,000 | ) | 1,100,000 | |||||
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Payment
of dividends
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- | (884,760 | ) | |||||
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Net
cash (used in) financing activities
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(11,410,376 | ) | (4,592,051 | ) | ||||
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NET
INCREASE IN CASH AND CASH EQUIVALENTS
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5,488,341 | 12,409,332 | ||||||
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CASH
AND CASH EQUIVALENTS, beginning of period
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38,202,205 | 21,897,390 | ||||||
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CASH
AND CASH EQUIVALENTS, end of period
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$ | 43,690,546 | $ | 34,306,722 | ||||
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
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Cash
paid during the period for interest
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$ | 5,083,934 | $ | 5,479,963 | ||||
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Cash
paid during the period for taxes
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500,000 | - | ||||||
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NONCASH
INVESTING AND FINANCING ACTIVITIES
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Acquisition
of real estate through foreclosure
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$ | 4,365,571 | $ | 3,594,574 | ||||
The Notes
to Consolidated Financial Statements are an integral part of these
statements.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| Cornerstone Bancshares, Inc. | |||
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Date:
October 4, 2010
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/s/ Nathaniel F. Hughes | ||
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Nathaniel
F. Hughes,
President
and Chief Executive Officer
(principal
executive officer)
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|||
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Date:
October 4, 2010
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/s/ Gary W. Petty, Jr. | ||
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Gary
W. Petty, Jr.
Senior
Vice President and Chief Financial Officer
(principal
financial officer and accounting officer)
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EXHIBIT INDEX
| Exhibit Number | Description | |
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31
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Certifications under Section 302 of the Sarbanes-Oxley Act of 2002. | |
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32
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Certifications under Section 906 of the Sarbanes-Oxley Act of 2002. |