SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2003
-------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 1934 For
the transition period from _______ to _______
Commission File Number: 000-25345
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COMMUNITY CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2413468
------- ----------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
P.O. Drawer 71269, Albany, Georgia 31708
---------------------------------------------
(Address of principal executive offices)
(229) 446-2265
---------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of August 13, 2003:
1,432,533 SHARES
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
PART I - FINANCIAL INFORMATION Page No.
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ITEM 1. Financial Statements
Consolidated balance sheets (unaudited) as of
December 31, 2002 and June 30, 2003 3
Consolidated statement of operations (unaudited)
for the three and six months ended June 30, 2002 and 2003 4
Consolidated statement of comprehensive income (unaudited)
for the three and six months ended June 30, 2002 and 2003 5
Statement of cash flows (unaudited) for the
six months ended June 30, 2002 and 2003 6
Item 2. Management's Discussion and Analysis of
Financial Condition and results of operations 10
Item 3. Controls and procedures 12
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 14
ITEM 2. Changes in Securities and use of proceeds 14
ITEM 3. Defaults on Senior Securities 14
ITEM 4. Submission of matters to a vote of Security Holders 14
ITEM 5. Other Information 14
ITEM 6. Exhibits and reports on Form 8-K 14
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
June 30, 2003 December 31, 2002
--------------- -------------------
ASSETS
------
Cash and due from banks $ 5,635 $ 6,920
Federal funds sold 6,449 0
Securities available for sale 19,262 16,968
Loans 92,970 81,713
Less allowance for loan losses 1,005 821
--------------- -------------------
Loans, net 91,965 80,892
Premises and equipment 2,967 3,058
Other assets 1,684 1,348
--------------- -------------------
TOTAL ASSETS $ 127,962 $ 109,186
=============== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Deposits
Non-interest bearing $ 6,701 $ 6,731
Interest bearing 95,836 79,273
--------------- -------------------
Total deposits 102,537 86,004
Other borrowings 14,701 12,590
Other liabilities 781 849
--------------- -------------------
TOTAL LIABILITIES 118,019 99,443
--------------- -------------------
Shareholders' equity
Preferred stock, par value not stated; 2,000,000 shares authorized;
no shares issued $ - - $ - -
Common stock, $1.00 par value, 10,000,000 shares authorized;
1,499,560 shares issued 1,500 1,500
Capital surplus 8,084 8,084
Retained earnings 524 354
Accumulated other comprehensive income 312 295
Less cost of treasury stock, 66,438 shares as of June 30, 2003 and
68,539 shares as of December 31, 2002 (477) (490)
--------------- -------------------
TOTAL SHAREHOLDERS' EQUITY 9,943 9,743
--------------- -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 127,962 $ 109,186
=============== ===================
3
COMMUNITY CAPITAL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
Three months ended Six months ended
---------------------- ----------------------
June 30, June 30, June 30, June 30,
---------- ---------- ---------- ----------
2003 2002 2003 2002
---------- ---------- ---------- ----------
INTEREST INCOME
Loans 1,566 1,304 3,039 2,619
Taxable securities 149 274 314 435
Tax exempt securities 11 10 22 14
Deposits in banks 8 6 13 11
Federal funds sold 16 10 20 28
---------- ---------- ---------- ----------
TOTAL INTEREST INCOME 1,750 1,604 3,408 3,107
---------- ---------- ---------- ----------
INTEREST EXPENSE
Deposits 521 567 1,052 1,106
Other borrowed money 161 117 265 232
---------- ---------- ---------- ----------
TOTAL INTEREST EXPENSE 682 684 1,317 1,338
---------- ---------- ---------- ----------
NET INTEREST INCOME 1,068 920 2,091 1,769
Provision for loan losses 85 248 215 320
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 983 672 1,876 1,449
---------- ---------- ---------- ----------
OTHER INCOME
Service charges on deposit accounts 123 90 244 171
Financial service fees 15 35 28 50
Mortgage origination fees 71 39 153 92
Gain on sale of investment securities 0 42 0 42
Other service charges, commissions and fees 21 12 54 29
---------- ---------- ---------- ----------
TOTAL OTHER INCOME 230 218 479 384
---------- ---------- ---------- ----------
OTHER EXPENSES
Salaries and employee benefits 471 289 975 705
Equipment and occupancy expense 150 112 295 193
Marketing expense 23 48 50 71
Data processing expense 90 73 172 128
Administrative expenses 173 113 321 210
Other operating expenses 121 78 240 167
---------- ---------- ---------- ----------
TOTAL OTHER EXPENSES 1,028 713 2,053 1,474
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 185 177 302 359
Income tax expense 54 65 102 126
---------- ---------- ---------- ----------
NET INCOME 131 112 200 233
========== ========== ========== ==========
NET INCOME PER COMMON SHARE $ 0.09 $ 0.08 $ 0.14 $ 0.16
========== ========== ========== ==========
DILUTED NET INCOME PER COMMON SHARE $ 0.08 $ 0.08 $ 0.12 $ 0.16
========== ========== ========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 1,432,175 1,442,609 1,431,775 1,444,343
DILUTED AVERAGE SHARES OUTSTANDING 1,663,761 1,487,539 1,641,449 1,489,257
========== ========== ========== ==========
4
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three and six months ended June 30, 2002 and 2003
(Dollars in thousands)
Three Months Ended Six Months Ended
---------------------- ----------------------
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
NET INCOME (LOSS) $ 131 $ 112 $ 200 $ 233
Other comprehensive Income
Net unrealized holding gains
(losses) arising during period 64 290 39 108
Tax (expense) benefit on
unrealized holding gains (30) (99) (22) (37)
---------------------- ----------------------
Reclassification adjustment for
gains included in net income, net
of income taxes of $14 (28) (28)
====================== ======================
COMPREHENSIVE INCOME $ 165 $ 275 $ 217 $ 276
====================== ======================
5
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months ended June 30, 2002 and 2003
(Dollars in thousands)
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 200 $ 233
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 133 89
Provision for loan losses 215 320
Provision for deferred taxes (133) (69)
Increase in interest receivable (131) (46)
Net (gain) on sale of investments available for
sale - - (42)
Other operating activities (152) (131)
--------------------
Net cash provided by operating activities 132 354
--------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (42) (176)
Net decrease (increase) in federal funds sold (6,449) 2,892
Net (increase) in loans (11,280) (12,596)
Proceeds from maturities of securities available
for sale 3,732 6,429
Proceeds from sale of securities - - 3,976
Purchase of securities available for sale (6,005) (15,851)
--------------------
Net cash used in Investing activities (20,044) (15,326)
--------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 16,533 16,573
Proceeds from Trust Preferred Issuance 4,000 - -
Dividends paid to shareholders by parent (30) - -
Increase (decrease) in Fed Funds purchased (1,705) - -
Repayment of Other Borrowings (183) (183)
Treasury stock transactions, net 12 (47)
--------------------
Net cash provided by financing activities 18,627 16,343
--------------------
Net increase (decrease) in cash (1,285) 1,371
Cash and due from banks at beginning of period 6,920 4,471
--------------------
Cash and due from banks at end of period $ 5,635 $ 5,842
====================
SUPPLEMENTAL DISCLOSURE
Cash paid for interest $ 1,117 $ 1,318
====================
Cash paid for income taxes $ 98 $ 91
====================
NON-CASH TRANSACTION
Unrealized gains on securities available for sale $ ( 39) $ (65)
====================
6
COMMUNITY CAPITAL BANCSHARES, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Community Capital Bancshares, Inc. (the "Company") is a bank holding company
whose business is conducted by its wholly-owned subsidiary, Albany Bank & Trust,
N.A. (the "Bank"). The Bank is a commercial bank located in Albany, Georgia. The
Bank provides a full range of banking services in its primary market area of
Dougherty County and the surrounding counties. The Bank commenced its banking
operations on April 28, 1999.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company and
its subsidiary. Significant intercompany transactions and accounts are
eliminated in consolidation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the balance sheet date and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the determination
of the allowance for loan losses, the valuation of foreclosed real estate and
deferred taxes.
The interim financial statements included herein are unaudited but reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of the financial position and results of operations for the interim
period presented. All such adjustments are of a normal recurring nature. The
results of operations for the period ended June 30, 2003 are not necessarily
indicative of the results of a full year's operations, and should be read in
conjunction with the Company's annual report as filed on Form 10-KSB.
The accounting principles followed by the Company and the methods of applying
these principles conform with accounting principles generally accepted in the
United States of America (GAAP) and with general practices within the banking
industry.
INCOME TAXES
Deferred income tax assets and liabilities are determined using the balance
sheet method. Under this method, the net deferred tax asset or liability is
determined based on the tax effects of the temporary differences between the
book and tax basis of the various balance sheet assets and liabilities and gives
current recognition to changes in the tax rates and laws.
The Company and the Bank file a consolidated income tax return. Each entity
provides for income taxes based on its contribution to the income taxes
(benefits) of the consolidated group.
7
STOCK COMPENSATION PLANS
At June 30, 2003, the Company had two stock-based employee compensation plans,
which are described in more detail in the 2002 annual report. The Company
accounts for those plans under the recognition and measurement principles of
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related Interpretations. No stock-based employee compensation
cost is reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying stock on the date of
grant. In addition, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure in December 2002. SFAS No. 148 amends
SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of SFAS No. 123 to require prominent disclosure about
the effects on reported net income of an entity's accounting policy decisions
with respect to stock-based employee compensation. The Company has not elected
to adopt the recognition provisions of this Statement for stock-based employee
compensation and has elected to continue with accounting methodology in Opinion
No. 25 as permitted by SFAS No. 123.
Three months Ended
------------------
June 30, Six Months Ended June 30,
-------- -------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net income, as reported $131,000 $112,000 $200,000 $233,000
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (40,000) (25,000) (63,000) (50,000)
------------------------------------------
Pro forma net income $ 91,000 $ 87,000 $137,000 $183,000
==========================================
Earnings per share:
Basic - as reported $ .09 .08 $ .14 $ .16
==========================================
Basic - pro forma $ .07 .06 $ .10 $ .13
==========================================
Diluted - as reported $ .08 .08 $ .12 $ .16
==========================================
Diluted - pro forma $ .05 .06 $ .08 $ .12
==========================================
ACCOUNTING STANDARDS
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others, an interpretation of FASB Statements No. 5, 57, and 107 and rescission
of FASB Interpretation No. 34". FIN 45 elaborates on the disclosures to be made
by a guarantor in its interim and annual financial statements about its
obligations under certain guarantees that it has issued. The disclosures
required by FIN 45 improve the transparency of the financial statement
information about the guarantor's obligations and liquidity risks related to
guarantees issued. This interpretation also incorporates, without change, the
guidance in Financial Accounting Standards Board Interpretation No. 34 ("FIN
34"), "Disclosure of Indirect Guarantees of Indebtedness of Others", which is
being superceded. FIN 45 also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the obligations it
has undertaken in issuing the guarantee, including its ongoing obligation to
stand ready to perform over the term of the guarantee in the event that the
specified triggering events or conditions occur. The initial recognition and
initial measurement provisions of
8
FIN 45 are applicable on a prospective basis to guarantees issued or modified
after December 31, 2002, irrespective of the guarantor's fiscal year-end. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN 45 did not
have a material impact on the Company's consolidated financial statements.
In May 2003, the Financial Accounting Standards Board issued Statement No.
150 ("Statement 150"), "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity". Statement 150 requires certain
financial instruments that have characteristics of both liabilities and equity
to be classified as a liability on the balance sheet. Prior to the issuance of
Statement 150, the Company classified trust preferred securities as a liability
on the consolidated balance sheet and its related interest cost as interest
expense on the consolidated statement of income, which is consistent with the
requirements of Statement 150. Statement 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. Statement 150 will be effected by reporting the cumulative effect of a
change in accounting principle for contracts created before the issuance date
and still existing at the beginning of that interim period. The adoption of
Statement 150 did not have an impact on the Company's consolidated financial
statements.
NOTE 2. SUBSEQUENT EVENT
On July 3, 2003, the Company entered into an agreement to acquire all the
outstanding common stock of First Bank of Dothan in exchange for cash and shares
of the Company's common stock. This merger is subject to approval by various
Regulatory agencies and it is expected to be consummated in the fourth quarter
of 2003. Based on unaudited financial statements as of June 30, 2003, First Bank
of Dothan had total assets of $26,438,000 and total equity of $3,135,000.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This discussion is intended to assist in an understanding of the Company's
financial condition and results of operations. This analysis should be read in
conjunction with the financial statements and related notes appearing in Item 1
of the June 30, 2003 Form 10-QSB and Management's Discussion and Analysis of
Financial Condition and Results of Operations appearing in the Company's Form
10-KSB for the year ended December 31, 2002.
FINANCIAL CONDITION
As of June 30, 2003 the Company's total assets were $127,962,000 representing an
increase of $18,776,000 or 17.20% from December 31, 2002. Earning assets consist
of Federal funds sold, investment securities and loans. These assets provide the
majority of the Company's earnings. The mix of earning assets is a reflection of
management's philosophy regarding earnings versus risk.
Federal funds sold represent an overnight investment of funds and can be
converted immediately to cash. At June 30, 2003, federal funds sold were
$6,449,000. At December 31, 2002, the Company had no federal funds sold.
Investment securities consist of U.S. Government and Agency securities and
municipal bonds. These investments are used to provide fixed maturities and as
collateral for advances and large public fund deposits. During the second
quarter, investment securities increased $2,243,000. All securities are
classified as available for sale, and are carried at current market values.
The loan portfolio is the largest earning asset and is the primary source of
earnings for the Company. At June 30, 2003 net loans were $91,965,000. The loan
portfolio increased $11,257,000 or 13.78% over the year-end amount. At June 30,
2003, the allowance for loan losses was $1,005,000 or 1.08% of total loans.
Management believes this is an adequate but not excessive amount based upon the
composition of the current loan portfolio and current economic conditions. The
relationship of the allowance to total loans will vary over time based upon
Management's evaluation of the loan portfolio. Management evaluates the adequacy
of the allowance on a monthly basis and adjusts it accordingly by a monthly
charge to earnings using the provision for loan losses. During the first two
quarters of 2003, the provision for potential loan losses was $215,000 as
compared to the 2002 amount of $320,000.
Non-earning assets consist of premises and equipment, and other assets. Premises
and equipment decreased during the quarter as a result of depreciation expense
on these assets. Other assets consist primarily of accrued interest receivable
and increased $182,000 during the second quarter as a result of the larger loan
portfolio upon which to accrue interest.
The Company funds its assets primarily through deposits from customers.
Additionally, it borrows funds from other sources to provide longer term fixed
rate funding for its assets. The Company must pay interest on the majority of
these funds and attempts to price these funds competitively in the market place
but at a level that it can safely re-invest the funds profitably. At June 30,
2003, total deposits were $102,537,000 as compared to the year-end amount of
$86,004,000. This is an increase of $16,533,000 or 19.22%.
10
Interest bearing deposits are comprised of the following categories:
June 30, 2003 December 31, 2002
-------------- ------------------
Interest bearing demand and savings $ 27,780,000 $ 23,735,000
Certificates of deposit in
denominations of $100,000 or greater 22,122,000 16,413,000
Other Certificates of deposit 45,934,000 39,125,000
-------------- ------------------
Total $ 95,836,000 $ 79,273,000
============== ==================
Other borrowings consist of Federal Home Loan Bank advances and are secured by
investment securities and loans of the Company. No new advances were obtained
during the current quarter.
CAPITAL ADEQUACY
The following table presents the Company's regulatory capital position as of
June 30, 2003.
Tier 1 Capital Ratio, actual 13.95%
Tier 1 Capital minimum requirement 4.00%
Tier 2 Capital Ratio, actual 15.91%
Tier 2 Capital minimum requirement 8.00%
Leverage Ratio 10.49%
Leverage Ratio minimum requirement 4.00%
The Company's ratios are well above the required regulatory minimums and provide
a sufficient basis to support future growth of the Company.
RESULTS OF OPERATIONS
Net income for the six months ended June 30, 2003 is $200,000 as compared to
$233,000 for the same period in 2002. Although net interest income increased by
$322,000 or 18% in 2003 as compared to the first six months of 2002, net
non-interest expense increased $484,000 or 44% in 2003 as compared to the first
six months of 2002.
Total interest income increased $301,000 for the six months ended June 30 2003
or 9.69% from the same period in the previous year. This was the result of
increased interest income on loans, which increased $419,000. The increase in
interest income was the direct result of the larger loan portfolio in the
current year. This increase was in spite of the declining interest rate levels
during the year.
Interest expense for the six months ended June 30, 2003 is $1,317,000. This is
the major expense item for the Company and decreased $20,000 from the previous
year. This decrease is the direct result of the overall lower interest rate
environment for the period. The Company has been able to reprice its increased
level of deposits in the current year at a lower interest than the previous
year.
Net interest income after the provision for loan losses is $1,876,000 for the
six months ended June 30, 2003 as compared to the 2002 amount of $1,450,000.
This is an increase of $426,000 or 29.38%. This increase is the combined
11
result of the increased level of earning assets, and the lower cost of funds
during the current year. The overall growth rate has declined from previous
years. Management is currently emphasizing a better interest margin as opposed
to the higher growth rate emphasis in previous years.
Other income increased $96,000 to $479,000 for the six months ended June 30,
2003. Service charges on deposit accounts increased $73,000 or 43% due to the
larger number of deposit accounts. Mortgage origination fees increased $61,000
as compared the same period in the previous year. These fees are generated by
facilitating mortgage loans for customers, which are sold in the secondary
market. The low interest rate levels led to increases in this area of activity
in the Bank.
Non-interest expense increased $579,000 to $2,053,000 for the six months ended
June 30, 2003. This is an increase of 39.27%. The largest area of increase was
in the salary and employee benefits category. This expense item is $975,000 for
the six months ended June 30, 2003 as compared to $705,000 for the same period
in the previous year. This is an increase of $270,000 or 38.29%. The growth in
this expense item is due to the increased staffing required to properly serve
the Company's customers and slightly higher levels of pay during the current
year.
Data processing expenses increased $44,000 or 34.38% for the six months ended
June 30, 2003 as compared to the same period in the previous year. This is the
result of the larger size of the Company. Administrative expenses increased
$111,000 or 52.95% over the previous year of which Audit fees accounted for
45,000 of the increase. Other expenses increased $59,000 to $198,000 in the
current year. The majority of this increase is the result of staff development
and other operating losses both increasing $20,000 over the previous year.
Diluted earnings per share for the current year are $0.12 and decreased $0.04 or
25% from the previous year.
FORWARD-LOOKING STATEMENTS
This document contains statements that constitute "forward-looking statements"
within the meaning of Sections 27A of the Securities Act of 1933, as amended,
and Sections 21E of the Securities Exchange Act of 1934, as amended. The words
"believe", "estimate", "expect", "intend", "anticipate" and similar expressions
and variations thereof identify certain of such forward-looking statements,
which speak only as of the dates that they were made. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Users are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that the actual results may
differ materially from those indicated in the forward-looking statements as a
result of various factors. Users are therefore cautioned not to place undue
reliance on these forward-looking statements.
ITEM 3. CONTROLS AND PROCEDURES
As of June 30, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
12
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) that is required to be included in the Company's
periodic filings with the Securities and Exchange Commission. There have been no
significant changes in the Company's internal controls or, to the Company's
knowledge, in other factors that could significantly affect those internal
controls subsequent to the date the Company carried out its evaluation, and
there have been no corrective actions with respect to significant deficiencies
or material weaknesses
13
PART II
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) None
(b) None
(c) None
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 21, 2003, the Company held its annual meeting of
shareholders at which the following director nominees were elected to a
three-year term by the votes indicated:
Directors Votes For Votes Withheld
------------------- --------- --------------
Robert M. Beauchamp 1,382,354 7,859
Glenn A. Dowling 1,382,354 7,859
Mary Helen Dykes 1,382,354 7,859
Mark M. Shoemaker 1,382,354 7,859
Lawrence B. Willson 1,382,354 7,859
The following directors whose three year terms expire in
2004 continued on the Board: C. Richard Langley, Bennett D. Cotten, Jr.,
Jane Anne D. Sullivan, John P. Ventulett, Jr., James D. Wood. The following
directors whose three year terms expire in 2005, continued on the Board:
Robert M. Beauchamp, Glenn A. Dowling, Mary Helen Dykes, Mark M. Shoemaker,
Lawrence B. Wilson.
Also a proposal to amend the Company's 1998 stock incentive
plan, which provided for an increase in the number of shares reserved for
issuance under the plan to 303,574 shares and the removal of the
definitions of "Change in Control", was passed with 734,205 votes for,
22,170 votes against, and 14,877 votes withheld.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) REPORTS ON FORM 8-K
(1) Form 8-K filed on May 1, 2003 regarding first quarter
earnings.
(2) Form 8-K filed on July 7, 2003 regarding the
acquisition and merger of Community Capital Bancshares,
and First Bank of Dothan.
(b) EXHIBITS
31.1 Certification of the Chief Executive officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of the CEO and CFO pursuant to 18 U.S.C.
section 350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
10.14 Agreement and Plan of Merger by and between First Bank
of Dothan, Inc. and Community Capital Bancshares, Inc.,
dated as of July 2, 2003. (Incorporated herein by
reference to Exhibit 99.1 of the Company's Form 8-K
filed July 7, 2003)
14
10.15 First Amendment to the Agreement and Plan of Merger by
and between First Bank of Dothan, Inc. and Community
Capital Bancshares, Inc. dated August 6, 2003.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMUNITY CAPITAL BANCSHARES, INC.
August 14, 2003 /s/ Robert E. Lee
------------------------- -------------------------------
Date Robert E. Lee,
President
August 14, 2003 /s/ David J. Baranko
------------------------- -------------------------------
Date David J. Baranko
Chief Financial Officer
(Duly authorized officer and
principal financial / accounting
officer)
15