BEAUFORT, S.C., May 2, 2012 (GLOBE NEWSWIRE) -- Coastal Banking Company Inc. (OTCBB:CBCO), the holding company of CBC National Bank, today announced that its board of directors approved the voluntary termination of the registration of its common stock under the Securities Exchange Act of 1934. The company filed today a Form 15 with the Securities and Exchange Commission (SEC) to deregister its common stock under Section 12(g) of the Exchange Act, and expects the deregistration to become effective 90 days after the filing. The company also expects to suspend its periodic reporting obligations under Section 15(d) of the Exchange Act, including its obligation to file Forms 10-K, 10-Q and 8-K, on or before Jan. 1, 2013.
The move comes in response to the recent signing into law of the Jumpstart Our Business Startups (JOBS) Act, in particular, the provision that now makes it possible for companies to deregister a class of equity securities if there are fewer than 1,200 holders of record of the class of equity securities.
"The decision to deregister from the SEC was driven by a desire to achieve substantial annual savings by reducing accounting, legal and administrative costs associated with being an SEC registrant," said Paul R. Garrigues, chief financial officer. "We expect to achieve an estimated $200,000 in annual cost savings, while maintaining the integrity and liquidity of our investors' stock holdings. Our stock will continue to trade on the Over-the-Counter Bulletin Board and we intend to continue to prepare and publish quarterly and annual financial results via our website, www.coastalbanking.com, which will be similar in nature to much of the financial information currently disclosed in our periodic SEC reports."
Upon the suspension of the company's obligations to file certain periodic reports with the SEC, as a national bank, CBC National Bank will continue to report quarterly financial results to the Federal Deposit Insurance Corporation (FDIC) via call reports, which are publicly available on the FDIC website, www2.fdic.gov/Call_TFR_Rpts. CBC National Bank will also continue to undergo periodic internal audits to ensure that the bank operates with proper control procedures and prudent risk management practices, as well as regulatory examinations by the Office of the Comptroller of the Currency related to its compliance with all applicable regulatory requirements.
As a bank holding company, Coastal Banking Company will continue to operate under the monitoring and periodic examination by the Federal Reserve Bank of Richmond, and will continue to undergo an annual audit by independent CPAs. The company intends to continue to publish its annual audited financial statements on its website.
"In addition to the significant yearly cost savings, deregistering our shares also will enable senior management to focus more on the day-to-day management of the bank, as opposed to the considerable time necessary to manage compliance with SEC reporting requirements," said Garrigues.
"This is a beneficial move for our company and our shareholders," said Michael G. Sanchez, chief executive officer. "The advantages are many and the positive impact likely will be felt both in the near and long term."
About Coastal Banking Company Inc.
Coastal Banking Company Inc., is the $477.6 million-asset bank holding company of CBC National Bank, headquartered in Fernandina Beach, Fla., which provides a full range of consumer and business banking services through full-service banking offices in Beaufort, S.C., Fernandina Beach, Meigs, Ga., and Port Royal, S.C., and commercial loan production offices in Jacksonville, Fla., and Savannah, Ga. The company's residential mortgage banking division, headquartered in Atlanta, includes an Internet-based retail mortgage operation as well as a National Retail Group that has 14 lending offices in California, Connecticut, Florida, Kansas, Maryland, Michigan, New York and Ohio. The company's Small Business Administration lending division originates SBA loans primarily in Jacksonville and Vero Beach, Fla., Atlanta, Charlotte, N.C., and Beaufort. The company's common stock is publicly traded on the OTC Bulletin Board under the symbol CBCO. For more information, please visit the company's website, www.coastalbanking.com.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK FACTORS
This release contains forward-looking statements including statements relating to present or future trends or factors generally affecting the banking industry and specifically affecting Coastal's operations, markets and products. Without limiting the foregoing, the words "believes," "anticipates," "intends," "expects," or similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected for many reasons, including, without limitation, changing events and trends that have influenced Coastal's assumptions, but that are beyond Coastal's control. These trends and events include (i) changes in the interest rate environment which may reduce margins, (ii) not achieving expected growth, (iii) less favorable than anticipated changes in the national and local business environments and securities markets, (iv) adverse changes in the regulatory requirements affecting Coastal, (v) greater competitive pressures among financial institutions in Coastal's markets, (vi) greater loan losses than historic levels, and (vii) difficulties in expanding our banking operations into a new geographic market. Additional information and other factors that could affect future financial results are included in Coastal's filings with the Securities and Exchange Commission.
All written or oral forward-looking statements are expressly qualified in their entirety by these cautionary statements. Please also read the additional risks and factors described from time to time in reports and registration statements filed with the Securities and Exchange Commission. Coastal Banking Company, Inc. undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.