UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2002
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Community Bancshares, Inc.
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Full Name of Registrant
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Former Name if Applicable
68149 Main Street
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Address of Principal Executive Office (Street and Number)
Blountsville, Alabama 35031
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City, State and Zip Code
PART II
RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[x] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[x] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable. See Exhibit A attached hereto.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed).
The Registrant's independent accountants have not completed their audit of
the Registrant's financial statements. This delay could not be eliminated
without unreasonable effort or expense. See Exhibit A attached hereto.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Kerri C. Kinney (205) 429-1001
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the
preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operation from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[x] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. See Exhibit B attached hereto.
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Community Bancshares, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 2003 By: /s/ Kerri C. Kinney
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Kerri C. Kinney, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One singed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed in Form 12b-25 but need
not restate information that has been correctly furnished.
5. Electronic Filters. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or 202
of Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
EXHIBIT A
STATEMENT OF INDEPENDENT ACCOUNTANT
We are unable to render an audit opinion on the consolidated financial
statements of Community Bancshares, Inc. and subsidiaries as of December 31,
2002 on or before such date these financial statements are required to be
included in the Registrant's annual report on From 10-K. We are in the process
of analyzing specific information provided to us by the Registrant via third
parties not under the control of the Registrant.
Date: April 1, 2003 /s/ Carr, Riggs & Ingram, LLC
EXHIBIT B
The financial statements to be included in the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2002 are expected to be restated to
reflect the impairment of certain fixed assets consisting of bank branches, all
of which occurred in prior years. Based on management's current estimates and
subject to the receipt of certain verifying information from third parties not
under the control of the Registrant, the restated financial statements are
expected to reflect prior period adjustments related to losses on impairment of
premises and equipment of $1,972,712. Prior period depreciation expense would
also be affected by this impairment. The following schedule shows these
anticipated adjustments as well as other prior period adjustments for the year
ended December 31, 2001 which have been previously disclosed in the Company's
2002 filings on Form 10Q as amended for all quarters:
Retained earnings, December 31, 1999, as previously reported............................... $ 19,038,875
Prior period adjustments:
Loss on impairment of premises and equipment............................................ (1,149,064)
Change in depreciation expense.......................................................... 5,257
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Retained earnings, December 31, 1999, as restated ........................................ $ 17,895,068
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Retained earnings, December 31, 2000, as previously reported............................... $ 13,490,799
Prior period adjustments:
Loss on impairment of premises and equipment............................................ (1,972,712)
Change in depreciation expense.......................................................... 24,561
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Retained earnings, December 31, 2000, as restated.......................................... $ 11,542,648
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Net loss, for the year ended December 31, 2000, as previously reported..................... $ (2,214,931)
Loss on impairment of premises and equipment......................................... (823,648)
Change in depreciation expense....................................................... 19,304
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Net loss, for the year ended December 31, 2000, as restated................................ $ (3,019,275)
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Retained earnings, December 31, 2001, as previously reported............................... $ 12,390,300
Prior period adjustments:
Loss on impairment of premises and equipment............................................ (1,972,712)
Change in depreciation expense.......................................................... 63,494
Unrecorded liabilities.................................................................. (227,985)
Valuation of repossessed assets......................................................... (85,986)
Accounts receivable..................................................................... (47,347)
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Retained earnings, December 31, 2001, as restated ........................................ $ 10,119,764
===============
Net loss, for the year ended December 31, 2001, as previously reported...................... $ (1,100,499)
Change in depreciation expense.......................................................... 38,933
Unrecorded liabilities.................................................................. (227,985)
Valuation of repossessed assets......................................................... (85,986)
Accounts receivable..................................................................... (47,347)
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Net loss, for the year ended December 31, 2001, as restated................................ $ (1,422,884)
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Management also expects to report, based on its current estimates and also
subject to verification by the Company's independent auditors, net income of
approximately $904,000 for the year ended December 31, 2002 as compared to a
restated net loss of approximately $1,423,000 for the year ended December 31,
2001 and a net loss of approximately $652,000 for the three months ended
December 31, 2002 as compared to a restated net loss of approximately $1,038,000
for the three months ended December 31, 2001.