U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
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FORM 10-KSB
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For fiscal year ended DECEMBER 31, 2002
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[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ___________ to ____________
Commission file number 000-25345
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COMMUNITY CAPITAL BANCSHARES, INC.
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(Name of Small Business Issuer in Its Charter)
GEORGIA 58-2413468
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2815 MEREDYTH DRIVE, ALBANY, GEORGIA 31707
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(Address of Principal Executive Offices) (Zip Code)
(229) 446-2265
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(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
VALUE $1.00
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days. Yes X No
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Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $7,215,000
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Aggregate market value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days: THE
AGGREGATE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK HELD BY NON-AFFILIATES
AS OF MARCH 13 2003 WAS 1,010,926. THE AGGREGATE MARKET VALUE OF THESE SHARES
AS OF MARCH 13, 2003 WAS $12,393,953 BASED ON THE NASDAQ SMALLCAP MARKET CLOSING
PRICE OF $12.26 ON MARCH 13, 2003.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 1,431,676 AS OF MARCH 13
2003.
Transitional Small Business Disclosure format (check one): Yes No X
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended December
31, 2002, are incorporated by reference into Parts I and II. Portions of the
Proxy Statement for the Annual Meeting of Shareholders, scheduled to be held
April 28, 2003, are incorporated by reference into Part III.
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TABLE OF CONTENTS
PAGE
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PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. DESCRIPTION OF PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . . . 15
PART II.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. . . . . . . . . . . . 15
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . 15
ITEM 7. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . 16
PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT . . . . . . . . . . . . . . . . . 16
ITEM 10. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . 17
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . 20
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB . . . . . . . . . . . . . . . . . . . . . . . . . 21
ITEM 14. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
PART I
ITEM 1. DESCRIPTION OF BUSINESS
COMMUNITY CAPITAL
Community Capital Bancshares, Inc. was incorporated as a Georgia business
corporation on August 19, 1998, to serve as a bank holding company for Albany
Bank & Trust, N.A. Albany Bank & Trust began operations in April 1999 and is the
sole subsidiary of Community Capital.
Community Capital's principal business is the ownership and management of
Albany Bank & Trust. Community Capital was organized to facilitate Albany Bank &
Trust's ability to serve its customers' requirements for financial services. The
holding company structure provides flexibility for expansion of Community
Capital's banking business through the possible acquisition of other financial
institutions and the provision of additional capital to Albany Bank & Trust. For
example, we may assist Albany Bank & Trust in maintaining its required capital
ratios by borrowing money and contributing the proceeds of that debt to Albany
Bank & Trust as primary capital.
ALBANY BANK & TRUST
GENERAL
Albany Bank & Trust was chartered as a national bank under the laws of the
United States and began business as a full-service commercial bank on April 28,
1999. Albany Bank & Trust's lending services include consumer loans to
individuals, commercial loans to small- to medium-sized businesses and
professional concerns and real estate-related loans. Albany Bank & Trust offers
a broad array of competitively priced deposit services including demand
deposits, regular savings accounts, money market deposits, certificates of
deposit and individual retirement accounts. To complement our lending and
deposit services, we also provide cash management services, safe-deposit boxes,
travelers checks, direct deposit, automatic drafts, and courier services to
commercial customers. We offer our services through a variety of delivery
systems including our main office, two loan production offices, automated teller
machines, telephone banking, and Internet banking.
PHILOSOPHY
Albany Bank & Trust operates as a community bank emphasizing prompt,
personalized customer service to the residents and businesses located in
Dougherty and Lee Counties, Georgia. We strive to provide responsive delivery of
quality products and services to business customers and competitively priced
consumer products to individual customers seeking a higher level of personalized
service than that provided by larger regional banks. We have adopted this
philosophy in order to attract customers and acquire market share controlled by
other financial institutions in Albany Bank & Trust's market area. We believe
that Albany Bank & Trust offers residents in Dougherty and Lee Counties the
benefits associated with a locally owned and managed bank. Albany Bank & Trust's
active call program allows its officers and directors to promote Albany Bank &
Trust by personally describing the products, services and philosophy of Albany
Bank & Trust to both existing customers and new business prospects. In addition,
the chief executive officer, chief lending officer and chief financial officer
of Albany Bank & Trust have substantial banking experience in Dougherty and Lee
Counties, which facilitates Albany Bank & Trust's efforts to provide products
and services designed to meet the needs of our customer base. Albany Bank &
Trust's directors are active members of the business communities in Albany and
around Dougherty and Lee Counties, and their continued active community
involvement provides them with an opportunity to promote Albany Bank & Trust and
its products and services.
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MARKET AREA AND COMPETITION
Albany Bank & Trust is located in Albany, Georgia, and its primary market
area is the ten-mile radius surrounding its main office. Albany Bank & Trust
draws a majority of its business from its primary market area which includes the
majority of Dougherty County and the Southern portion of Lee County. Albany Bank
& Trust competes for deposits and loan customers with other financial
institutions whose resources are equal to or greater than those available to
Albany Bank & Trust and Community Capital. According to information provided by
the FDIC, as of June 30, 2002, Dougherty County was served by ten commercial
banks with a total of 30 offices in Dougherty County. As of June 30, 2002, the
total deposits within Dougherty County for these institutions were approximately
$1.10 billion, of which approximately $87.4 million were held by Albany Bank &
Trust. At December 31, 2002, Albany Bank & Trust's total deposits were $86
million. We believe our local ownership and management as well as our focus on
personalized service helps us to compete with these institutions and to attract
deposits and loans in our market area.
LOAN PORTFOLIO
LENDING POLICY. Albany Bank & Trust was established to support Albany and
the surrounding areas of Dougherty and Lee Counties. Consequently, Albany Bank &
Trust aggressively seeks creditworthy loans within a limited geographic area.
Albany Bank & Trust's primary lending functions include consumer loans to
individuals and commercial loans to small- and medium-sized businesses and
professional concerns. In addition, Albany Bank & Trust makes real
estate-related loans, including construction loans for residential and
commercial properties, and primary and secondary mortgage loans for the
acquisition or improvement of personal residences. Albany Bank & Trust's policy
is to avoid concentrations of loans to a single industry or based on a single
type of collateral.
REAL ESTATE LOANS. Albany Bank & Trust makes commercial real estate loans,
construction and development loans, and residential real estate loans. These
loans include commercial loans where Albany Bank & Trust takes a security
interest in real estate out of an abundance of caution and not as the principal
collateral for the loan, but exclude home equity loans, which are classified as
consumer loans.
- COMMERCIAL REAL ESTATE. Commercial real estate loan terms generally
are limited to five years or less, although payments may be structured
on a longer amortization basis. Interest rates may be fixed or
adjustable, but generally are not fixed for a period exceeding 60
months. Albany Bank & Trust normally charges an origination fee on
these loans. We attempt to reduce credit risk on our commercial real
estate loans by emphasizing loans on owner-occupied office and retail
buildings where the ratio of the loan principal to the value of the
collateral as established by independent appraisal does not exceed 80%
and net projected cash flow available for debt service equals 120% of
the debt service requirement. In addition, from time to time Albany
Bank & Trust requires personal guarantees from the principal owners of
the property supported by a review by Albany Bank & Trust's management
of the principal owners' personal financial statements. Risks
associated with commercial real estate loans include fluctuations in
the value of real estate, new job creation trends, tenant vacancy
rates and the quality of the borrower's management. Albany Bank &
Trust attempts to limit its risk by analyzing borrowers' cash flow and
collateral value on an ongoing basis.
- CONSTRUCTION AND DEVELOPMENT LOANS. Construction and development loans
are made both on a pre-sold and speculative basis. If the borrower has
entered into an agreement to sell the property prior to beginning
construction, then the loan is considered to be on a pre-sold basis.
If the borrower has not entered into an agreement to sell the property
prior to beginning
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construction, then the loan is considered to be on a speculative
basis. Construction and development loans are generally made with a
term of nine months and interest is paid quarterly. The ratio of the
loan principal to the value of the collateral as established by
independent appraisal generally does not exceed 80%. Speculative loans
are based on the borrower's financial strength and cash flow position.
Loan proceeds are disbursed based on the percentage of completion and
only after the project has been inspected by an experienced
construction lender or appraiser. Risks associated with construction
loans include fluctuations in the value of real estate and new job
creation trends.
- RESIDENTIAL REAL ESTATE. Albany Bank & Trust's residential real estate
loans consist of residential first and second mortgage loans and
residential construction loans. We offer fixed and variable rates on
our mortgages with the amortization of first mortgages generally not
to exceed 15 years and the rates not to be fixed for over 60 months.
These loans are made consistent with Albany Bank & Trust's appraisal
policy and with the ratio of the loan principal to the value of
collateral as established by independent appraisal not to exceed 90%.
We believe these loan to value ratios are sufficient to compensate for
fluctuations in real estate market value and to minimize losses that
could result from a downturn in the residential real estate market.
The Bank also offers conventional mortgages to its customers. These
loans are pre-qualified for sale in the secondary market prior to
closing. These loans are not retained on the Bank's books. The Bank
retains a portion of the closing costs and fees as compensation for
originating the loan.
COMMERCIAL LOANS. Loans for commercial purposes in various lines of
businesses are one of the primary components of our loan portfolio. The terms of
these loans vary by purpose and by type of underlying collateral, if any. Albany
Bank & Trust typically makes equipment loans for a term of five years or less at
fixed or variable rates, with the loan fully amortized over the term. Equipment
loans generally are secured by the financed equipment, and the ratio of the loan
principal to the value of the financed equipment or other collateral is
generally 80% or less. Loans to support working capital typically have terms not
exceeding one year and usually are secured by accounts receivable, inventory or
personal guarantees of the principals of the business. For loans secured by
accounts receivable or inventory, principal is typically repaid as the assets
securing the loan are converted into cash, and for loans secured with other
types of collateral, principal is typically due at maturity. The quality of the
commercial borrower's management and its ability both to evaluate properly
changes in the supply and demand characteristics affecting its markets for
products and services and to respond effectively to such changes are significant
factors in a commercial borrower's creditworthiness.
CONSUMER LOANS. Albany Bank & Trust makes a variety of loans to individuals
for personal, family and household purposes, including secured and unsecured
installment and term loans, home equity loans and lines of credit. Consumer loan
repayments depend upon the borrower's financial stability and are more likely to
be adversely affected by divorce, job loss, illness and personal hardships.
Because many consumer loans are secured by depreciable assets such as boats,
cars, and trailers the loan should be amortized over the useful life of the
asset. To minimize the risk that the borrower cannot afford the monthly
payments, all fixed monthly obligations should not exceed 38% of the borrower's
gross monthly income. The borrower should also be employed for at least 12
months prior to obtaining the loan. The loan officer reviews the borrower's past
credit history, past income level, debt history and, when applicable, cash flow
and determines the impact of all these factors on the ability of the borrower to
make future payments as agreed.
INVESTMENTS. In addition to loans, Albany Bank & Trust makes other
investments primarily in obligations of the United States or obligations
guaranteed as to principal and interest by the United
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States, other taxable securities and other obligations of states and
municipalities. As of December 31, 2002, investment securities comprised
approximately 15% of Albany Bank & Trust's assets, with net loans comprising
approximately 74% of Albany Bank & Trust's assets. Albany Bank & Trust also
engages in Federal funds transactions with its principal correspondent banks and
primarily acts as a net seller of funds. The sale of Federal funds amounts to a
short-term loan from Albany Bank & Trust to another bank.
Albany Bank & Trust's investment policy specifies that the investment
portfolio's primary objective is to assist in the management of the bank's asset
/ liability management. Investment purchases are used to maximize the return on
available funds while matching investment maturities with maturities of interest
bearing liabilities. Under the policy, Albany Bank & Trust may invest in U.S.
Government, federal agency, municipal and corporate bonds. Rated bonds must be
rated "BAA" or higher and in-state bonds must be "A" or higher. Purchases of
non-rated out-of-state municipal bonds are prohibited. Other bonds may be
purchased after an evaluation of the creditworthiness of the issuer. Albany Bank
& Trust's securities are kept in safekeeping accounts at correspondent banks.
While the sale of investment securities is permitted to improve quality of
yields or to restructure the portfolio, the investment officer is prohibited
from maintaining a trading account or speculation in bonds on behalf of Albany
Bank & Trust.
All purchases and sales are reviewed by Albany Bank & Trust's Board of
Directors on a monthly basis. The Asset and Liability Management Committee
implements the investment policy and reviews it on an annual basis.
DEPOSITS. Albany Bank & Trust offers a wide range of commercial and
consumer deposit accounts, including checking accounts, money market accounts, a
variety of certificates of deposit, and individual retirement accounts. The
primary sources of deposits are residents of, and businesses and their employees
located in, our primary market area. Deposits are obtained through personal
solicitation by Albany Bank & Trust's officers and directors, direct mail
solicitations and advertisements published in the local media. To attract
deposits Albany Bank & Trust offers a broad line of competitively priced deposit
products and services.
FINANCIAL SERVICES. This division offers customers a variety of non-deposit
investment products such as trust services, stocks, mutual funds and annuities
that are not FDIC insured. These products give customers an opportunity to
diversify their holdings. Primary sources of customers are residents of our
market area.
OTHER BANKING SERVICES. Albany Bank & Trust's other banking services
include ATM and MasterCard check cards, direct deposit, travelers checks, cash
management services, courier service for commercial customers, bank-by-mail,
bank-by-telephone, Internet banking, wire transfer of funds, night depositories
and safe deposit boxes.
ASSET AND LIABILITY MANAGEMENT. The Asset and Liability Management
Committee manages Albany Bank & Trust's assets and liabilities and strives to
provide an optimum and stable net interest margin, a profitable after-tax return
on assets and return on equity and adequate liquidity. The committee conducts
these management functions within the framework of written loan and investment
policies that Albany Bank & Trust has adopted. The committee attempts to
maintain a balanced position between rate sensitive assets and rate sensitive
liabilities. Specifically, it charts assets and liabilities on a matrix by
maturity, effective duration and interest adjustment period and attempts to
manage any gaps in maturity ranges.
EMPLOYEES
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At December 31, 2002, Community Capital and its subsidiary employed 37
full-time employees and 2 part-time employees. Community Capital considers its
relationship with its employees to be excellent.
SUPERVISION AND REGULATION
Both Community Capital and Albany Bank & Trust are subject to extensive
state and federal banking regulations that impose restrictions on and provide
for general regulatory oversight of their operations. These laws are generally
intended to protect depositors and not shareholders. The following discussion
describes the material elements of the regulatory framework that applies to us.
COMMUNITY CAPITAL
Since Community Capital owns all of the capital stock of Albany Bank &
Trust, it is a bank holding company under the federal Bank Holding Company Act
of 1956. As a result, Community Capital is primarily subject to the supervision,
examination, and reporting requirements of the Bank Holding Company Act and the
regulations of the Federal Reserve.
ACQUISITIONS OF BANKS. The Bank Holding Company Act requires every bank
holding company to obtain the Federal Reserve's prior approval before:
- Acquiring direct or indirect ownership or control of any voting shares
of any bank if, after the acquisition, the bank holding company will
directly or indirectly own or control more than 5% of the bank's
voting shares;
- Acquiring all or substantially all of the assets of any bank; or
- Merging or consolidating with any other bank holding company.
Additionally, the Bank Holding Company Act provides that the Federal
Reserve may not approve any of these transactions if it would result in or tend
to create a monopoly or, substantially lessen competition or otherwise function
as a restraint of trade, unless the anticompetitive effects of the proposed
transaction are clearly outweighed by the public interest in meeting the
convenience and needs of the community to be served. The Federal Reserve is also
required to consider the financial and managerial resources and future prospects
of the bank holding companies and banks concerned and the convenience and needs
of the community to be served. The Federal Reserve's consideration of financial
resources generally focuses on capital adequacy, which is discussed below.
Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, Community Capital or any other bank holding company located
in Georgia may purchase a bank located outside of Georgia. Conversely, an
adequately capitalized and adequately managed bank holding company located
outside of Georgia may purchase a bank located inside Georgia. In each case,
however, restrictions may be placed on the acquisition of a bank that has only
been in existence for a limited amount of time or will result in specified
concentrations of deposits. For example, Georgia law prohibits a bank holding
company from acquiring control of a financial institution until the target
financial institution has been incorporated for three years. Because the Bank
has been incorporated for more than three years, this limitation does not apply
to the Bank or to the Company.
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CHANGE IN BANK CONTROL. Subject to various exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with related
regulations, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company. Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company. Control is rebuttably presumed to exist
if a person or company acquires 10% or more, but less than 25%, of any class of
voting securities and either:
- The bank holding company has registered securities under Section 12 of
the Securities Act of 1934; or
- No other person owns a greater percentage of that class of voting
securities immediately after the transaction.
Our common stock is registered under the Securities Exchange Act of 1934.
The regulations provide a procedure for challenge of the rebuttable control
presumption.
PERMITTED ACTIVITIES. Bank holding companies are generally prohibited under
the Bank Holding Company Act, from engaging in or acquiring direct or indirect
control of more than 5% of the voting shares of any company engaged in
any activity other than:
- Banking or managing or controlling banks; and
- An activity that the Federal Reserve determines to be so closely
related to banking as to be a proper incident to the business of
banking.
Activities that the Federal Reserve has found to be so closely related to
banking as to be a proper incident to the business of banking include:
- Factoring accounts receivable;
- Making, acquiring, brokering or servicing loans and usual related
activities;
- Leasing personal or real property;
- Operating a non-bank depository institution, such as a savings
association;
- Trust company functions;
- Financial and investment advisory activities;
- Conducting discount securities brokerage activities;
- Underwriting and dealing in government obligations and money market
instruments;
- Providing specified management consulting and counseling activities;
- Performing selected data processing services and support services;
- Acting as agent or broker in selling credit life insurance and other
types of insurance in connection with credit transactions; and
- Performing selected insurance underwriting activities.
Despite prior approval, the Federal Reserve may order a bank holding
company or its subsidiaries to terminate any of these activities or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes a serious risk to the financial safety, soundness, or stability of
it or any of its bank subsidiaries.
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Generally, if Community Capital qualifies and elects to become a financial
holding company, it may engage in activities that are financial in nature or
incidental or complementary to financial activity. The Bank Holding Company Act
expressly lists the following activities as financial in nature:
- Lending, trust and other banking activities;
- Insuring, guaranteeing, or indemnifying against loss or harm, or
providing and issuing annuities, and acting as principal, agent, or
broker for these purposes, in any state;
- Providing financial, investment, or advisory services;
- Issuing or selling instruments representing interests in pools of
assets permissible for a bank to hold directly;
- Underwriting, dealing in or making a market in securities;
- Other activities that the Federal Reserve may determine to be so
closely related to banking or managing or controlling banks as to be a
proper incident to managing or controlling banks;
- Foreign activities permitted outside of the United States if the
Federal Reserve has determined them to be usual in connection with
banking operations abroad;
- Merchant banking through securities or insurance affiliates; and
- Insurance company portfolio investments.
To qualify to become a financial holding company, Albany Bank & Trust and
any other depository institution subsidiary of Community Capital must be well
capitalized and well managed and must have a Community Reinvestment Act rating
of at least satisfactory. Additionally, Community Capital must file and election
with the Federal Reserve to become a financial holding company and must provide
the Federal Reserve with 30 days' written notice prior to engaging in a
permitted financial activity. Although we are eligible to elect to become a
financial holding company, we currently have no plans to make such an election.
SUPPORT OF SUBSIDIARY INSTITUTIONS. Under Federal Reserve policy, Community
Capital is expected to act as a source of financial strength for Albany Bank &
Trust and to commit resources to support Albany Bank & Trust. This support may
be required at times when, without this Federal Reserve policy, Community
Capital might not be inclined to provide it. In addition, any capital loans made
by Community Capital to Albany Bank & Trust will be repaid only after its
deposits and various other obligations are repaid in full. In the unlikely event
of Community Capital's bankruptcy, any commitment by it to a federal bank
regulatory agency to maintain the capital of Albany Bank & Trust will be assumed
by the bankruptcy trustee and entitled to a priority of payment.
ALBANY BANK & TRUST
Since Albany Bank & Trust is chartered as a national bank, it is primarily
subject to the supervision, examination and reporting requirements of the
National Bank Act and the regulations of the Office of the Comptroller of the
Currency. The Office of the Comptroller of the Currency regularly examines
Albany Bank & Trust's operations and has the authority to approve or disapprove
mergers, the establishment of branches and similar corporate actions. The Office
of the Comptroller of the Currency also has the power to prevent the continuance
or development of unsafe or unsound banking practices or other violations of
law. Additionally, Albany Bank & Trust's deposits are insured by the FDIC to the
maximum extent provided by law. Albany Bank & Trust is also subject to numerous
state and federal statutes and regulations that affect its business, activities
and operations.
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BRANCHING. National banks are required by the National Bank Act to adhere
to branching laws applicable to state banks in the states in which they are
located. Under current Georgia law, Albany Bank & Trust may open branch offices
throughout Georgia with the prior approval of the Office of the Comptroller of
the Currency. In addition, with prior regulatory approval, Albany Bank & Trust
may acquire branches of existing banks located in Georgia. Albany Bank & Trust
and any other national or state-chartered bank generally may branch across state
lines by merging with banks in other states if allowed by the applicable states'
laws. Georgia law, with limited exceptions, currently permits branching across
state lines through interstate mergers.
Under the Federal Deposit Insurance Act, states may "opt-in" and allow
out-of-state banks to branch into their state by establishing a new start-up
branch in the state. Currently, Georgia has not opted-in to this provision.
Therefore, interstate merger is the only method through which a bank located
outside of Georgia may branch into Georgia. This provides a limited barrier of
entry into the Georgia banking market, which protects us from an important
segment of potential competition. However, because Georgia has elected not to
opt-in, our ability to establish a new start-up branch in another state may be
limited. Many states that have elected to opt-in have done so on a reciprocal
basis, meaning that an out-of-state bank may establish a new start-up branch
only if their home state has also elected to opt-in. Consequently, until Georgia
changes its election, the only way we will be able to branch into states that
have elected to opt-in on a reciprocal basis will be through interstate merger.
PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized financial institutions. Under this
system, the federal banking regulators have established five capital categories
(well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized) in which all institutions are
placed. Federal banking regulators are required to take various mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories. The severity
of the action depends upon the capital category in which the institution is
placed. Generally, subject to a narrow exception, the banking regulator must
appoint a receiver or conservator for an institution that is critically
undercapitalized. The federal banking agencies have specified by regulation the
relevant capital level for each category. At December 31, 2002, we qualified for
the well-capitalized category.
An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency. A
bank holding company must guarantee that a subsidiary depository institution
meets its capital restoration plan, subject to various limitations. The
controlling holding company's obligation to fund a capital restoration plan is
limited to the lesser of 5% of an undercapitalized subsidiary's assets at the
time it became undercapitalized or the amount required to meet regulatory
capital requirements. An undercapitalized institution is also generally
prohibited from increasing its average total assets, making acquisitions,
establishing any branches or engaging in any new line of business, except under
an accepted capital restoration plan or with FDIC approval. The regulations also
establish procedures for downgrading an institution to a lower capital category
based on supervisory factors other than capital.
FDIC INSURANCE ASSESSMENTS. The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities. The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes. The FDIC also assigns an institution to one of three supervisory
subgroups based on a supervisory evaluation that the institution's primary
federal regulator provides to the FDIC and information that the FDIC determines
to
8
be relevant to the institution's financial condition and the risk posed to the
deposit insurance funds. Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In addition, the FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the late 1980s as part of the government rescue of the thrift industry. This
assessment rate is adjusted quarterly and is set at 1.68 cents per $100 of
deposits for the first quarter of 2003.
The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.
COMMUNITY REINVESTMENT ACT. The Community Reinvestment Act requires that,
in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve, the FDIC, or the Office of the
Comptroller of the Currency, shall evaluate the record of each financial
institution in meeting the credit needs of its local community, including low
and moderate-income neighborhoods. These facts are also considered in evaluating
mergers, acquisitions, and applications to open a branch or facility. Failure to
adequately meet these criteria could impose additional requirements and
limitations on Albany Bank & Trust. Since our aggregate assets are not more than
$250 million, under the Gramm-Leach-Bliley Act, we are subject to a Community
Reinvestment Act examination only once every 60 months if we receive an
"outstanding" rating, once every 48 months if we receive a "satisfactory" rating
and as needed if our rating is "less than satisfactory." Additionally, we must
publicly disclose the terms of various Community Reinvestment Act-related
agreements.
OTHER REGULATIONS. Interest and other charges collected or contracted for
by Albany Bank & Trust are subject to state usury laws and federal laws
concerning interest rates. For example, under the Soldiers' and Sailors' Civil
Relief Act of 1940, a lender is generally prohibited from charging an annual
interest rate in excess of 6% on any obligation for which the borrower is a
person on active duty with the United States military. Albany Bank & Trust's
loan operations are also subject to federal laws applicable to credit
transactions, such as:
- The federal Truth-In-Lending Act, governing disclosures of credit
terms to consumer borrowers;
- The Home Mortgage Disclosure Act of 1975, requiring financial
institutions to provide information to enable the public and public
officials to determine whether a financial institution is fulfilling
its obligation to help meet the housing needs of the community it
serves;
- The Equal Credit Opportunity Act, prohibiting discrimination on the
basis of race, creed or other prohibited factors in extending credit;
- The Fair Credit Reporting Act of 1978, governing the use and provision
of information to credit reporting agencies;
- The Fair Debt Collection Act, governing the manner in which consumer
debts may be collected by collection agencies;
- Soldiers' and Sailors' Civil Relief Act of 1940, governing the
repayment terms of, and property rights underlying, secured
obligations of persons in military service; and
- The rules and regulations of the various federal agencies charged with
the responsibility of implementing these federal laws.
In addition to the federal and state laws noted above, the Georgia Fair
Lending Act ("GFLA") became effective on October 1, 2002. GFLA imposes new
restrictions and procedural requirements on
9
most mortgage loans made in Georgia, including home equity loans and lines of
credit. While many of the GFLA requirements will apply regardless of the
interest rate or charges on the loan, "high cost home loans," as defined by
GFLA, are subject to the most requirements. We have implemented procedures to
comply with all GFLA requirements.
The deposit operations of Albany Bank & Trust are subject to:
- The Right to Financial Privacy Act, which imposes a duty to maintain
confidentiality of consumer financial records and prescribes
procedures for complying with administrative subpoenas of financial
records; and
- The Electronic Funds Transfer Act and Regulation E issued by the
Federal Reserve to implement that act, which govern automatic deposits
to and withdrawals from deposit accounts and customers' rights and
liabilities arising from the use of automated teller machines and
other electronic banking services.
CAPITAL ADEQUACY
Community Capital and Albany Bank & Trust are required to comply with the
capital adequacy standards established by the Federal Reserve, in the case of
Community Capital, and the Office of the Comptroller of the Currency, in the
case of Albany Bank & Trust. The Federal Reserve has established a risk-based
and a leverage measure of capital adequacy for bank holding companies. Since
Community Capital's consolidated total assets are less than $150 million, under
the Federal Reserve's capital guidelines, our capital adequacy is measured on a
bank-only basis, as opposed to a consolidated basis. Albany Bank & Trust is also
subject to risk-based and leverage capital requirements adopted by the Office of
the Comptroller of the Currency, which are substantially similar to those
adopted by the Federal Reserve for bank holding companies.
The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank
holding companies, to account for off-balance-sheet exposure, and to minimize
disincentives for holding liquid assets. Assets and off-balance-sheet items,
such as letters of credit and unfunded loan commitments, are assigned to broad
risk categories, each with appropriate risk weights. The resulting capital
ratios represent capital as a percentage of total risk-weighted assets and
off-balance-sheet items.
The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%. Total capital consists of two components, Tier 1 Capital and Tier
2 Capital. Tier 1 Capital generally consists of common stock, minority interests
in the equity accounts of consolidated subsidiaries, noncumulative perpetual
preferred stock, and a limited amount of qualifying cumulative perpetual
preferred stock, less goodwill and other specified intangible assets. Tier 1
Capital must equal at least 4% of risk-weighted assets. Tier 2 Capital generally
consists of subordinated debt, other preferred stock, and a limited amount of
loan loss reserves. The total amount of Tier 2 Capital is limited to 100% of
Tier 1 Capital. At December 31, 2002 our ratio of total capital to risk-weighted
assets was 11.20% and our ratio of Tier 1 Capital to risk-weighted assets was
10.19%.
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and other specified
intangible assets, of 3% for bank holding companies that meet specified
10
criteria, including having the highest regulatory rating and implementing the
Federal Reserve's risk-based capital measure for market risk. All other bank
holding companies generally are required to maintain a leverage ratio of at
least 4%. At December 31, 2002, our leverage ratio was 7.82%. The guidelines
also provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without reliance on intangible assets. The
Federal Reserve considers the leverage ratio and other indicators of capital
strength in evaluating proposals for expansion or new activities.
Failure to meet capital guidelines could subject a bank or bank holding
company to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the FDIC, a prohibition on
accepting brokered deposits, and certain other restrictions on its business. As
described above, significant additional restrictions can be imposed on
FDIC-insured depository institutions that fail to meet applicable capital
requirements. See "-Prompt Corrective Action."
PAYMENT OF DIVIDENDS
Community Capital is a legal entity separate and distinct from Albany Bank
& Trust. The principal sources of Community Capital's cash flow, including cash
flow to pay dividends to its shareholders, are dividends that Albany Bank &
Trust pays to its sole shareholder, Community Capital. Statutory and regulatory
limitations apply to Albany Bank & Trust's payment of dividends to Community
Capital as well as to Community Capital's payment of dividends to its
shareholders.
Albany Bank & Trust is required by federal law to obtain prior approval of
the Office of the Comptroller of the Currency for payments of dividends if the
total of all dividends declared by our board of directors in any year will
exceed (1) the total of Albany Bank & Trust's net profits for that year, plus
(2) Albany Bank & Trust's retained net profits of the preceding two years, less
any required transfers to surplus.
The payment of dividends by Community Capital and Albany Bank & Trust may
also be affected by other factors, such as the requirement to maintain adequate
capital above regulatory guidelines. If, in the opinion of the Office of the
Comptroller of the Currency, Albany Bank & Trust were engaged in or about to
engage in an unsafe or unsound practice, the Office of the Comptroller of the
Currency could require, after notice and a hearing, that Albany Bank & Trust
stop or refrain engaging in the practice. The federal banking agencies have
indicated that paying dividends that deplete a depository institution's capital
base to an inadequate level would be an unsafe and unsound banking practice.
Under the Federal Deposit Insurance Corporation Improvement Act of 1991, a
depository institution may not pay any dividend if payment would cause it to
become undercapitalized or if it already is undercapitalized. Moreover, the
federal agencies have issued policy statements that provide that bank holding
companies and insured banks should generally only pay dividends out of current
operating earnings. See "-Prompt Corrective Action" above.
RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES
Community Capital and Albany Bank & Trust are subject to the provisions of
Section 23A of the Federal Reserve Act. Section 23A places limits on the amount
of:
- A bank's loans or extensions of credit to affiliates;
11
- A bank's investment in affiliates;
- Assets a bank may purchase from affiliates, except for real and
personal property exempted by the Federal Reserve;
- Loans or extensions of credit to third parties collateralized by the
securities or obligations of affiliates; and
- A bank's guarantee, acceptance or letter of credit issued on behalf of
an affiliate.
The total amount of the above transactions is limited in amount, as to any
one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus. In addition to the limitation
on the amount of these transactions, each of the above transactions must also
meet specified collateral requirements. Albany Bank & Trust must also comply
with other provisions designed to avoid the taking of low-quality assets.
Community Capital and Albany Bank & Trust are also subject to the
provisions of Section 23B of the Federal Reserve Act which, among other things,
prohibit an institution from engaging in the above transactions with affiliates
unless the transactions are on terms substantially the same, or at least as
favorable to the institution or its subsidiaries, as those prevailing at the
time for comparable transactions with nonaffiliated companies.
Albany Bank & Trust is also subject to restrictions on extensions of credit
to its executive officers, directors, principal shareholders and their related
interests. These extensions of credit (1) must be made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with third parties, and (2) must not involve more
than the normal risk of repayment or present other unfavorable features.
PRIVACY
Financial institutions are required to disclose their policies for
collecting and protecting confidential information. Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer or when the
financial institution is jointly sponsoring a product or service with a
nonaffiliated third party. Additionally, financial institutions generally may
not disclose consumer account numbers to any nonaffiliated third party for use
in telemarketing, direct mail marketing or other marketing to consumers.
ANTI-TERRORISM LEGISLATION
In the wake of the tragic events of September 11th, on October 26, 2001,
the President signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001. Under the USA PATRIOT Act, financial institutions are subject to
prohibitions against specified financial transactions and account relationships
as well as enhanced due diligence and "know your customer" standards in their
dealings with foreign financial institutions and foreign customers. For example,
the enhanced due diligence policies, procedures, and controls generally require
financial institutions to take reasonable steps:
- to conduct enhanced scrutiny of account relationships to guard against
money laundering and report any suspicious transaction;
- to ascertain the identity of the nominal and beneficial owners of, and
the source of funds deposited into, each account as needed to guard
against money laundering and report any suspicious transactions;
12
- to ascertain for any foreign bank, the shares of which are not
publicly traded, the identity of the owners of the foreign bank, and
the nature and extent of the ownership interest of each such owner;
and
- to ascertain whether any foreign bank provides correspondent accounts
to other foreign banks and, if so, the identity of those foreign banks
and related due diligence information.
Under the USA PATRIOT Act, financial institutions must establish anti-money
laundering programs. The USA PATRIOT Act sets forth minimum standards for these
programs, including:
- the development of internal policies, procedures, and controls;
- the designation of a compliance officer;
- an ongoing employee training program; and
- an independent audit function to test the programs.
Pursuant to the mandate of the USA PATRIOT Act, the Secretary of the
Treasury issued regulations effective April 24, 2002 applicable to financial
institutions. Because all federally insured depository institutions are
required to have anti-money laundering programs, the regulations provide that a
financial institution which is subject to regulation by a "federal functional"
is in compliance with the regulations if it complies with the rules of its
primary federal regulator governing the establishment and maintenance of
anti-money laundering programs.
Under the authority of the USA PATRIOT Act, the Secretary of the Treasury
adopted rules on September 26, 2002 increasing the cooperation and information
sharing between financial institutions, regulators and law enforcement
authorities regarding individuals, entities and organizations engaged in, or
reasonably suspected based on credible evidence of engaging in, terrorist acts
or money laundering activities. Under the new rules, a financial institution is
required to:
- expeditiously search its records to determine whether it maintains or
has maintained accounts, or engaged in transactions with individuals
or entities, listed in a request submitted by the Financial Crimes
Enforcement Network ("FinCEN");
- notify FinCEN if an account or transaction is identified;
- designate a contact person to receive information requests;
- limit use of information provided by FinCEN to: (1) reporting to
FinCEN, (2) determining whether to establish or maintain an account or
engage in a transaction and (3) assisting the financial institution in
complying with the Bank Secrecy Act; and
- maintain adequate procedures to protect the security and
confidentiality of FinCEN requests.
Under the new rules, a financial institution may also share information
regarding individuals, entities, organizations and countries for purposes of
identifying and, where appropriate, reporting activities that it suspects may
involve possible terrorist activity
13
or money laundering. Such information-sharing is protected under a safe harbor
if the financial institution:
- notifies FinCEN of its intention to share information, even when
sharing with an affiliated financial institution;
- takes reasonable steps to verify that, prior to sharing, the financial
institution or association of financial institutions with which it
intends to share information has submitted a notice to FinCEN;
- limits the use of shared information to identifying and reporting on
money laundering or terrorist activities, determining whether to
establish or maintain an account or engage in a transaction, or
assisting it in complying with the Bank Security Act; and
- maintains adequate procedures to protect the security and
confidentiality of the information.
Any financial institution complying with these rules will not be deemed to
have violated the privacy requirements discussed above.
The Secretary of the Treasury also adopted a new rule on September 26, 2002
intended to prevent money laundering and terrorist financing through
correspondent accounts maintained by U.S. financial institutions on behalf of
foreign banks. Under the new rule, financial institutions:
- are prohibited from providing correspondent accounts to foreign shell
banks;
- are required to obtain a certification from foreign banks for which
they maintain a correspondent account stating the foreign bank is not
a shell bank and that it will not permit a foreign shell bank to have
access to the U.S. account;
- must maintain records identifying the owner of the foreign bank for
which they may maintain a correspondent account and its agent in the
Unites States designated to accept services of legal process;
- must terminate correspondent accounts of foreign banks that fail to
comply with or fail to contest a lawful request of the Secretary of
the Treasury or the Attorney General of the United States, after being
notified by the Secretary or Attorney General.
The new rule applies to correspondent accounts established after October
28, 2002.
PROPOSED LEGISLATION AND REGULATORY ACTION
New regulations and statutes are regularly proposed that contain
wide-ranging proposals for altering the structures, regulations and competitive
relationships of financial institutions operating and doing business in the
United States. We cannot predict whether or in what form any proposed regulation
or statute will be adopted or the extent to which our business may be affected
by any new regulation or statute.
EFFECT OF GOVERNMENTAL MONETARY POLICES
14
Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies. The
Federal Reserve Bank's monetary policies have had, and are likely to continue to
have, an important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession. The monetary policies of the Federal
Reserve affect the levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of the discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject. We cannot predict the nature or
impact of future changes in monetary and fiscal policies.
SELECTED STATISTICAL INFORMATION
The responses to this section of Item I are included in the Company's
Annual Report to Shareholders under the heading "Selected Statistical
Information" at pages 9 through 14, and are incorporated herein by reference.
ITEM 2. DESCRIPTION OF PROPERTIES
Community Capital's executive offices and Albany Bank & Trust is located at
2815 Meredyth Drive in Albany, Georgia in Dougherty County. On November 20,
1998, Community Capital purchased approximately two acres of land at 2815
Meredyth Drive at a purchase price of $315,000. Construction of the permanent
bank building was complete in March 2000. The total construction costs for the
building were approximately $1.4 million. The bank building is a two-story,
Colonial style building consisting of approximately 10,700 square feet, four
drive-up widows and one automated teller machine.
In 2002, the Bank opened two loan production offices. These locations
provide new accounts, loans, night depository services and ATMs. Both locations
are approximately 1,500 square feet and are leased under five-year operating
leases. The Company also leases approximately 7,500 square feet which is used as
its operations center under a five-year operating lease. These offices are
located at the following addresses:
Loan Production Office Loan Production Office Operations Center
----------------------- ---------------------- -----------------
1533-B Highway 19 S 1529 Moultrie Road 2722 Dawson Road, Suite 1
Leesburg, Georgia 31763 Albany, Georgia 31705 Albany, Georgia 31707
Other than normal real estate commercial lending activities of Albany Bank
& Trust, Community Capital generally does not invest in real estate, interests
in real estate, real estate mortgages, or securities of or interests in persons
primarily engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which Community Capital
is a party or of which any of its properties are subject; nor are there material
proceedings known to Community Capital to be contemplated by any governmental
authority; nor are there material proceedings known to Community Capital,
pending or contemplated, in which any director, officer or affiliate or any
principal security holder of Community Capital or any associate of any of the
foregoing, is a party or has an interest adverse to Community Capital.
15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The response to this Item is partially included in Community Capital's
Annual Report to Shareholders at page 40 and is incorporated herein by
reference.
On April 24, 2002, Community Capital granted options to purchase 2,131
shares of its common stock at $8.15 per share to selected directors as
compensation for their services to Albany Bank & Trust and Community Capital.
Each option is exercisable upon the grant date and has a maximum term of ten
years. Since the options were granted to directors, the option grants did not
involve a public offering, and therefore were exempt from registration under
Section 4(2) of the Securities Act of 1933.
Additionally, the following table sets forth information regarding the
shares purchased under the Community Capital Bancshares, Inc. Employee Stock
Purchase Plan. Because these shares were sold to employees pursuant to an
employee stock purchase plan, the transactions did not involve a public offering
and therefore were exempt from registration under Section 4(2) of the Securities
Act of 1933.
DATE PURCHASED NUMBER OF SHARES PURCHASED PURCHASE PRICE
-------------- -------------------------- --------------
April 5, 2002 817 $ 7.25
July 5, 2002 824 $ 7.14
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The response to this Item is included in Community Capital's Annual Report
to Shareholders under the heading, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," at pages 1 through 8, and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are included in Community Capital's
Annual Report to Shareholders at pages 15 through 39, and are incorporated
herein by reference.
Independent Auditors' Report
Consolidated balance sheets as of December 31, 2002 and 2001
Consolidated statements of operations for the years ended December 31, 2002
and 2001
Consolidated statements of comprehensive income for the years ended
December 31, 2002 and 2001
Consolidated statements of stockholders' equity for the years ended
December 31, 2002 and 2001
16
Consolidated statements of cash flows for the years ended December 31, 2002
and 2001
Notes to consolidated financial statements
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The responses to this Item are included in Community Capital's Proxy
Statement for the Annual Meeting of Shareholders to be held April 28, 2003,
under the following headings, and are incorporated herein by reference.
Proposal One: Election of Directors -Class I Nominated Directors,
-Continuing Class II Directors and -Continuing Class III Directors" at
pages 3 through 4
"Executive Officers," at page 6;
"Section 16(a) Beneficial Ownership Reporting Compliance," at pages 10
through 12.
ITEM 10. EXECUTIVE COMPENSATION
The responses to this Item are included in Community Capital's Proxy
Statement for the Annual Meeting of Shareholders to be held April 28, 2003,
under the heading, "Compensation" at pages 6 through 10, and are incorporated
herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this Item is partially included in Community Capital's
Proxy Statement for the Annual Meeting of Shareholders to be held April 28,
2003, under the headings "Security Ownership of Certain Beneficial Owners," at
pages 10 through 11, and is incorporated herein by reference.
The table below sets forth information regarding shares of Community
Capital common stock authorized for issuance under the following Community
Capital equity compensation plans:
- Community Capital Bancshares, Inc. 1998 Stock Incentive Plan
- Community Capital Bancshares, Inc. 2000 Outside Directors' Stock Option
Plan
- Community Capital Bancshares, Inc. Non-qualified Stock Option Agreement
with Charles M. Jones, III
17
- Community Capital Bancshares, Inc. Non-qualified Stock Option Agreement
with Richard Bishop
- Community Capital Bancshares, Inc. Restated Employee Stock Purchase Plan
- Warrant Agreements between Community Capital Bancshares, Inc. and each of
Community Capital's directors
The Stock Incentive Plan was approved by shareholders on March 11, 1999.
None of the other equity compensation plans or agreements listed above has
been approved by Community Capital's shareholders. Each of those plans or
agreements is described below.
Number of securities
remaining available
for future issuance
under the equity
Number of securities compensation plans
to be issued upon Weighted-average (excluding shares
exercise of exercise price of subject to
outstanding options outstanding options outstanding options
and warrants and warrants and warrants)
-------------------- ------------------- ---------------------
Equity compensation plans approved by
security holders 125,709 7.09 2,865
----------------------------------------- -------------------- ------------------- ---------------------
Equity compensation plans not approved by
security holders 351,383 7.03 15,036
Total 477,092 7.05 17,901
2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN. The 2000 Outside Directors'
Stock Option Plan was adopted by the board of directors on April 24, 2000. This
plan is not subject to the Employment Retirement Income Security Act of 1974,
nor is it qualified under Section 401(a) of the Internal Revenue Code of 1986,
as amended. The 2000 Outside Directors' Stock Option Plan provides for the
issuance of nonqualified stock options to members of the board of directors who
are not employees of Community Capital or any of its affiliates and the charmain
of the board of directors, regardless of whether he is an employee of Community
Capital. Community Capital has reserved up to 21,429 shares of Community
Capital's common stock for issuance under this plan upon exercise of an option.
This number may change in the event of future stock dividends, stock splits,
recapitalizations and similar events. If an option expires or terminates
without being exercised, the shares subject to the unexercised portion of the
option may again be available for awards under the 2000 Outside Directors' Stock
Option Plan. The purpose of this plan is to promote in its non-employee
directors personal interest in the welfare of Community Capital and provide
incentives to the individuals who are primarily responsible for shaping and
carrying out the long-term plans of Community Capital.
18
The 2000 Outside Directors' Stock Option Plan provides for an annual grant
of an option to purchase 142 shares of Community Capital's common stock to the
existing non-employee directors and an option to purchase 285 shares of
Community Capital's common stock to the chairman of the board as of the date of
each annual shareholders' meeting. Options granted pursuant to this plan are
generally nontransferrable except by will or the laws of descent and
distribution unless otherwise permitted by the board of directors. These
options are fully vested and exercisable immediately, subject to any restriction
imposed by the primary federal regulator of Community Capital. The exercise
price of these options must be equal to the fair market value of the common
stock on the date the option is granted. The term of the options may not exceed
ten years from the date of grant. If a participant ceases to be a director of
Community Capital or any affiliate, the options expire, terminate and become
unexercisable no later than 90 days after the date the participant ceases to
provide such services.
NON-QUALIFIED STOCK OPTION AGREEMENT WITH CHARLES M. JONES, III. On
November 15, 1999, Mr. Jones was granted an option to purchase 21,429 shares of
Community Capital's common stock at an exercise price of $7.35 per share, as
adjusted to reflect Community Capital's ten-for-seven stock split effective in
January 2001. This option vests in 20% equal increments over five years
beginning on the first anniversary of the grant date for so long as Mr. Jones
serves as a director of Community Capital or any of its affiliates. The option
will be come fully vested if Mr. Jones retires on or after he reaches age 65 or
upon a change in control of Community Capital. The option will expire on the
tenth anniversary of the grant date or, if earlier, 90 days after Mr. Jones
ceases to be a director of Community Capital or any affiliate.
NON-QUALFIIED STOCK OPTION AGREEMENT WITH RICHARD BISHOP. On April 11,
2000, Mr. Bishop was granted an option to purchase 12,143 shares of Community
Capital's common stock at an exercise price of $7.00 per share, as adjusted to
reflect Community Capital's ten-for-seven stock split effective in January 2001.
This option vests in 20% equal increments over five years beginning on the first
anniversary of the grant date for so long as Mr. Bishop serves as an employee of
Community Capital or any of its affiliates. The option will be come fully
vested if Mr. Bishop retires on or after he reaches age 65 or upon a change in
control of Community Capital. The option will expire on the tenth anniversary of
the grant date or, if earlier, 90 days after Mr. Bishop ceases to be employee of
Community Capital or any affiliate.
RESTATED EMPLOYEE STOCK PURCHASE PLAN. The Employee Stock Purchase Plan
enables eligible employees to purchase shares of Community Capital common stock
through payroll deductions. An employee is eligible to participate in the
Employee Stock Purchase Plan if that employee is a resident of Georgia and is
employed in a position that customarily requires at least 20 hours of work per
week. Under the Employee Stock Purchase Plan, employee payroll deductions are
combined with matching contributions made by Community Capital and used to
purchase shares of Community Capital common stock on behalf of the employee at
the end of each calendar quarter. The shares are purchased in the open market
at prevailing prices at the time of the purchase or may be purchased from
Community Capital at fair market value. Fair market value is determined by
Community Capital in good faith based on all relevant facts and circumstances as
of the date of purchase. If an employee terminates employment with Community
Capital or any affiliate or the employee no longer satisfies the eligibility
requirements, the employee's payroll deductions made under the Employee Stock
Purchase Plan that have not been used to purchase shares of Community Capital's
common stock will be returned to that employee and any matching credits will be
forfeited.
19
WARRANT AGREEMENTS WITH EACH OF COMMUNITY CAPITAL'S DIRECTORS. On March
11, 1999, Community Capital issued its directors warrants to purchase an
aggregate of 302,420 shares of Community Capital's common stock at $7.00 per
share, as adjusted to reflect Community Capital's ten-for-seven stock split
effective in January 2001. The warrants become exercisable in 20% annual
increments beginning on the first anniversary of the issuance date. Exercisable
warrants will remain exercisable for the ten-year period following the date of
issuance or for 90 days after the warrant holder ceases to be a director of
Community Capital, whichever is shorter. The exercise price of each warrant is
subject to adjustment for stock splits, recapitalizations or other similar
events. Additionally, if the Bank's capital falls below the minimum level, as
determined by the Office of the Comptroller of the Currency, Community Capital
may be directed to require the directors to exercise or forfeit their warrants.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The responses to this Item are included in Community Capital's Proxy
Statement for the Annual Meeting of Shareholders to be held April 28, 2003,
under the headings, "Certain Relationships and Related Transactions," at page
17, and "Compensation" at pages 6 through 10, and are incorporated herein by
reference.
20
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Exhibit
------ -------
3.1 Articles of Incorporation.(1)
3.2 Bylaws.(1)
4.1 Instruments Defining the Rights of Security Holders. See Articles of
Incorporation at Exhibit 3.1 hereto and Bylaws at Exhibit 3.2 hereto.
10.3* Amended and Restated Employment Agreement dated August 19, 1998, among
Albany Bank & Trust, N.A. (In Organization), Community Capital
Bancshares, Inc. and Robert E. Lee(1) and the Form of Amendment
thereto.(1)
10.4* Employment Agreement dated October 1, 1998, among Albany Bank & Trust,
N.A. (In Organization), Community Capital Bancshares, Inc. and David
C. Guillebeau, as amended November 9, 1998 (1) and the Form of
Second Amendment thereto.(1)
10.5 Form of Community Capital Bancshares, Inc. Organizers' Warrant
Agreement.(2)
10.6* Community Capital Bancshares, Inc. Amended and Restated 1998 Stock
Incentive Plan.(3)
10.7* Form of Community Capital Bancshares, Inc. Incentive Stock Option
Award.(1)
10.8* Community Capital Bancshares, Inc. 2000 Outside Directors' Stock
Option Plan.(4)
10.9* Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Charles Jones, dated November 15, 1999.(4)
10.10* Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Richard Bishop, dated April 11, 2000.(4)
10.11* First Amendment to the Community Capital Bancshares, Inc. 1998 Stock
Incentive Plan.
-------------------------------
* Compensatory plan or arrangement.
1 Incorporated herein by reference to exhibit of same number in Community
Capital's Registration Statement on Form SB-2, Registration No. 333-68307,
filed December 3, 1998.
2 Incorporated herein by reference to exhibit of same number in Commuity
Capital's Amendment No. 1 to Registration Statement on Form SB-2,
Registration No. 333-68307, filed February 2, 1999
3 Incorporated by reference to exhibit of same number in Community Capital's
Amendment No. 2 to Registration Statement on Form SB-2, Registration No.
333-68307, filed February 2, 1999.
4 Incorporated by reference to exhibit of same number in Commuinty Capital's
Form 10-QSB (File no. 000-25345), filed November 14, 2000.
21
10.12* First Amendment to the Community Capital Bancshares, Inc. 2000 Outside
Directors' Stock Option Plan.
10.13* Community Capital Bancshares, Inc. Restated Employee Stock Purchase
Plan.
13.1 Community Capital Bancshares, Inc. 2002 Annual Report to Shareholders.
Except with respect to those portions specifically incorporated by
reference into this Report, Community Capital's 2002 Annual Report to
Shareholders is not deemed to be filed as part of this Report.
22.1 Subsidiaries of Community Capital Bancshares, Inc.1
23.1 Consent of Mauldin & Jenkins, LLC
24.1 Power of Attorney (appears on the signature pages to this Annual
Report on 10-KSB).
99.1 Certification 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 filed in the fourth quarter of 2002: None
ITEM 14. CONTROLS AND PROCEDURES
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and as a date
within 90 days prior to the date of this report (the "Evaluation Date"), our
management, including our Chief Executive Officer and Chief Financial Officer,
reviewed the effectiveness and design of our disclosure controls and procedures
under Exchange Act Rules 13a-14 and 15d-14. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer, concluded that such
disclosure controls and procedures are adequate to ensure that material
information relating to the Company, including its consolidated subsidiary, that
is required to be included in its periodic filings with the Securities and
Exchange Commission, is timely made known to them. There were no significant
changes in internal controls, or to management's knowledge, in other factors
that could significantly affect those internal controls subsequent to the
Evaluation Date, and there has been no corrective action with respect to
significant deficiencies or material weaknesses.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
COMMUNITY CAPITAL BANCSHARES, INC.
By: /s/ Robert E. Lee
-------------------------------
Robert E. Lee
President
Date: March 24, 2003
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the
signature page to this Report constitutes and appoints Robert E. Lee and Charles
M. Jones, III, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments to this Report, and to file the same, with all exhibits hereto, and
other documents in connection herewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert M. Beauchamp Director March 24, 2003
--------------------------
Robert M. Beauchamp
Director
--------------------------
Bennett D. Cotten, Jr.
/s/ Glenn A. Dowling Director March 24, 2003
--------------------------
Glenn A. Dowling
/s/ Mary Helen Dykes Director March 24, 2003
--------------------------
Mary Helen Dykes
/s/ Charles M. Jones, III Chairman of the Board March 24, 2003
-------------------------- and Chief Executive Officer
Charles M. Jones, III
23
/s/ Van Cise Knowles Director March 24, 2003
--------------------------
Van Cise Knowles
/s/ C. Richard Langley Director March 24, 2003
--------------------------
C. Richard Langley
/s/ Robert E. Lee Director and President March 24, 2003
-------------------------- (Principal Executive
Robert E. Lee Officer)
/s/ Corinne C. Martin Director March 24, 2003
--------------------------
Corinne C. Martin
/s/ William F. McAfee Director March 24, 2003
--------------------------
William F. McAfee
/s/ Mark M. Shoemaker Director March 24, 2003
--------------------------
Mark M. Shoemaker
/s/ Jane Anne D. Sullivan Director March 24, 2003
--------------------------
Jane Anne D. Sullivan
/s/ John P. Ventulett, Jr. Director March 24, 2003
--------------------------
John P. Ventulett, Jr.
/s/ Lawrence B. Willson Director March 24, 2003
--------------------------
Lawrence B. Willson
/s/ James D. Woods Director March 24, 2003
--------------------------
James D. Woods
/s/ David J. Baranko Chief Financial Officer March 24, 2003
-------------------------- (Principal Financial and
David J. Baranko Accounting Officer)
24
CERTIFICATION
I, Charles M. Jones, III, certify that:
1. I have reviewed this annual report on Form 10-KSB of Community Capital
Bancshares, Inc. (the "Registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, base on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 24, 2003 /s/ Charles M. Jones, III
-----------------------------
Charles M. Jones, III
Chief Executive Officer
CERTIFICATION
I, David J. Baranko, certify that:
1. I have reviewed this annual report on Form 10-KSB of Community Capital
Bancshares, Inc. (the "Registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, base on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and
6. The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 24, 2003 /s/ David J. Baranko
------------------------------
David J. Baranko
Chief Financial Officer
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------ -------
3.1 Articles of Incorporation.(1)
3.2 Bylaws.(1)
4.1 Instruments Defining the Rights of Security Holders. See Articles of
Incorporation at Exhibit 3.1 hereto and Bylaws at Exhibit 3.2 hereto.
10.3* Amended and Restated Employment Agreement dated August 19, 1998, among
Albany Bank & Trust, N.A. (In Organization), Community Capital
Bancshares, Inc. and Robert E. Lee(1) and the Form of Amendment
thereto.(1)
10.4* Employment Agreement dated October 1, 1998, among Albany Bank & Trust,
N.A. (In Organization), Community Capital Bancshares, Inc. and David
C. Guillebeau, as amended November 9, 1998 (1) and the Form of
Second Amendment thereto. (1)
10.5 Form of Community Capital Bancshares, Inc. Organizers' Warrant
Agreement.(2)
10.6* Community Capital Bancshares, Inc. Amended and Restated 1998 Stock
Incentive Plan.(3)
10.7* Form of Community Capital Bancshares, Inc. Incentive Stock Option
Award.(1)
10.8* Community Capital Bancshares, Inc. 2000 Outside Directors' Stock
Option Plan.(4)
10.9* Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Charles Jones, dated November 15, 1999.(4)
10.10* Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Richard Bishop, dated April 11, 2000.(4)
-------------------------------
* Compensatory plan or arrangement.
1 Incorporated herein by reference to exhibit of same number in Community
Capital's Registration Statement on Form SB-2, Registration No. 333-68307,
filed December 3, 1998.
2 Incorporated herein by reference to exhibit of same number in Commuity
Capital's Amendment No. 1 to Registration Statement on Form SB-2,
Registration No. 333-68307, filed February 2, 1999
3 Incorporated by reference to exhibit of same number in Community Capital's
Amendment No. 2 to Registration Statement on Form SB-2, Registration No.
333-68307, filed February 2, 1999.
4 Incorporated by reference to exhibit of same number in Commuinty Capital's
Form 10-QSB (File no. 000-25345), filed November 14, 2000.
10.11* First Amendment to the Community Capital Bancshares, Inc. 1998 Stock
Incentive Plan.
10.12* First Amendment to the Community Capital Bancshares, Inc. 2000 Outside
Directors' Stock Option Plan.
10.13* Community Capital Bancshares, Inc. Restated Employee Stock Purchase
Plan.
13.1 Community Capital Bancshares, Inc. 2002 Annual Report to Shareholders.
Except with respect to those portions specifically incorporated by
reference into this Report, Community Capital's 2002 Annual Report to
Shareholders is not deemed to be filed as part of this Report.
22.1 Subsidiaries of Community Capital Bancshares, Inc.1
23.1 Consent of Mauldin & Jenkins, LLC
24.1 Power of Attorney (appears on the signature pages to this Annual
Report on 10-KSB).
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002