U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
Commission file number- 1-14081
-------
YADKIN VALLEY COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-1249566
------------------------------- ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Post Office Box 18747
Raleigh, North Carolina 27619
----------------------------------------
(address of principal executive offices)
Telephone: (919) 716-2266
-------------------------------
(Registrant's telephone number)
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
On September 30, 2005, there were 180,598 outstanding shares of Registrant's
common stock.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
UNAUDITED
September 30, 2005 December 31, 2004
------------------ ------------------
(as restated, see
Note 2)
ASSETS
------
Cash and investments:
Cash $ 65,336 108,783
Investments in equity securities 30,765,784 24,218,928
Certificates of deposit 327,475 358,951
------------------ ------------------
Total cash and investments 31,158,595 24,686,662
Accrued investment income 1,340 338
Other assets 100 100
------------------ ------------------
Total assets $ 31,160,035 24,687,100
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
Life policy claims reserves 19,077 6,374
Deferred income taxes 10,985,157 8,473,954
Notes payable 899,205 899,205
Accrued interest payable 3,772 3,202
------------------ ------------------
Total liabilities 11,907,211 9,382,735
------------------ ------------------
Shareholders' equity:
Common stock, par value $1 per share; authorized
500,000 shares, issued and outstanding 180,598
shares in 2005 and 180,700 shares in 2004 180,598 180,700
Retained earnings 1,693,910 1,738,931
Accumulated other comprehensive income 17,378,316 13,384,734
------------------ ------------------
Total shareholders' equity 19,252,824 15,304,365
------------------ ------------------
Total liabilities and shareholders' equity $ 31,160,035 24,687,100
================== ==================
See accompanying notes to consolidated financial statements.
2
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
UNAUDITED
For the three For the three For the nine For the nine
months ended months ended months ended months ended
Sept. 30, 2005 Sept. 30, 2004 Sept. 30, 2005 Sept. 30, 2004
-------------- -------------- -------------- --------------
Premiums and other revenue:
Life premium $ 23,002 $ 30,975 74,858 99,933
Dividend income 19,926 19,926 60,887 84,406
Interest income 1,813 918 4,724 2,472
------------- ------------- ------------- -------------
44,741 51,819 140,469 186,811
------------- ------------- ------------- -------------
Benefits and expenses:
Death benefits 9,493 10,874 23,270 14,983
Increase in reserve for life policy claims 12,703 - 12,703 -
Operating expenses:
Commissions 8,514 13,851 31,132 44,663
Interest 11,155 7,011 29,448 18,192
Professional fees 7,521 12,540 58,105 42,335
Management fees 6,923 3,442 20,769 17,764
General, administrative and other 1,806 1,353 46,236 45,522
------------- ------------- ------------- -------------
58,115 49,071 221,663 183,459
------------- ------------- ------------- -------------
Income (loss) before income taxes (13,374) 2,748 (81,194) 3,352
Income tax benefit (4,547) (3,799) (42,071) (18,923)
------------- ------------- ------------- -------------
Net income (loss) $ (8,827) $ 6,547 (39,123) 22,275
============= ============= ============= =============
Net income (loss) per share $ (0.05) $ 0.04 (0.22) 0.12
============= ============= ============= =============
Weighted average shares outstanding 180,598 180,710 180,645 180,980
============= ============= ============= =============
See accompanying notes to consolidated financial statements.
3
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2005
UNAUDITED
Accumulated
other Total
Common Retained comprehensive shareholders'
Stock earnings income equity
------------- ------------- ------------- -------------
Balance at December 31, 2004 (as restated) $ 180,700 1,738,931 13,384,734 15,304,365
Comprehensive income:
Net loss - (39,123) - (39,123)
Net unrealized gains on equity securities,
net of income taxes of $2,553,274 - - 3,993,582 3,993,582
-------------
Comprehensive income 3,954,459
Redemption of 102 shares of common stock (102) (5,898) - (6,000)
------------- ------------- ------------- -------------
Balance at September 30, 2005 $ 180,598 1,693,910 17,378,316 19,252,824
============= ============= ============= =============
See accompanying notes to consolidated financial statements.
4
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
UNAUDITED
2005 2004
------------- -------------
Operating activities:
Net income (loss) $ (39,123) 22,275
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Deferred tax benefit (42,071) (18,923)
Increase in life policy claim reserves 12,703 -
Increase in accrued investment income (1,002) (355)
Increase in accrued interest payable 570 1,263
------------- -------------
Net cash provided (used) by operating activities (68,923) 4,260
------------- -------------
Investing activities:
Purchases of certificates of deposit (1,001,475) (926,064)
Maturities of certificates of deposit 1,032,951 950,477
------------- -------------
Net cash provided by investing activities 31,476 24,413
------------- -------------
Financing activities:
Purchases and retirement of common stock (6,000) (21,891)
------------- -------------
Net cash used by financing activities (6,000) (21,891)
Net increase (decrease) in cash (43,447) 6,782
Cash at beginning of reporting period 108,783 98,945
------------- -------------
Cash at end of reporting period $ 65,336 105,727
============= =============
Cash payments for:
Interest $ 28,878 16,930
============= =============
Income taxes - -
============= =============
Non-cash investing and financing activities:
Increase (decrease) in unrealized gain on equity securities,
net of applicable income taxes of $2,553,274 and $(209,520)
(as restated) $ 3,993,582 (338,292)
============= =============
See accompanying notes to consolidated financial statements.
5
YADKIN VALLEY COMPANY AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
The accompanying condensed consolidated financial statements include the
accounts and operations of Yadkin Valley Company (the "Parent") and its wholly
owned subsidiary, Yadkin Valley Life Insurance Company, hereinafter collectively
referred to as the Company. Inter-company accounts and transactions have been
eliminated. The condensed consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America which, as to the insurance subsidiary, may vary in some respects from
statutory accounting practices which are prescribed or permitted by the
Insurance Department of the State of Arizona. All adjustments considered
necessary for a fair presentation of the results for the interim periods have
been included (such adjustments are normal and recurring in nature).
The information contained in the footnotes to the Company's condensed
consolidated financial statements included in the Company's Form 10-KSB/A should
be referenced when reading these unaudited condensed interim financial
statements. Operating results for the interim periods presented herein are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005.
For the nine months ended September 30, 2005 and 2004, total comprehensive
income (loss) consisting of net income (loss) and unrealized gains (losses) on
equity securities, net of taxes, was $3,954,459 and ($316,017), respectively.
Note 2: Restatement of Financial Statements
On August 24, 2005, the Company received a notice from the Division of
Corporation Finance of the Securities and Exchange Commission ("SEC"),
addressing its views regarding the valuation of certain equity securities under
generally accepted accounting principles in the United States of America
("GAAP"). In response to the notice, the Company's management discussed with the
current and prior auditors and the SEC the accounting and valuation of certain
equity securities held by the Company. As a result, the Company has restated its
financial statements for the fiscal years December 31, 2004 and 2003 and
quarterly periods ended March 31, 2005 and June 30, 2005.
The effect of this accounting change on the Company's consolidated balance sheet
as of December 31, 2004 and the consolidated statement of cash flow for the nine
months ended September 30, 2004, is summarized as follows:
Consolidated Balance Sheet
December 31, 2004 As previously reported Adjustments As restated
----------------- ---------------------- ----------- -----------
Investments in equity securities $ 22,170,052 2,048,876 24,218,928
Total assets 22,638,224 2,048,876 24,687,100
Deferred income taxes 7,674,892 799,062 8,473,954
Total liabilities 8,583,673 799,062 9,382,735
Accumulated other comprehensive income 12,134,920 1,249,814 13,384,734
Total shareholders' equity 14,054,551 1,249,814 15,304,365
Total liabilities and shareholders' equity 22,638,224 2,048,876 24,687,100
6
Consolidated Statement of Cash Flow
September 30, 2004 As previously reported Adjustments As restated
------------------ ---------------------- ----------- -----------
Noncash investing and financing activities:
Decrease in unrealized gain on equity
securities, net of applicable income taxes $ (307,378) (30,914) (338,292)
Note 3: Related Parties
Certain significant shareholders of the Company are also significant
shareholders of First Citizens BancShares, Inc., Raleigh, North Carolina
("FCB"), First Citizens Bancorporation, Inc., Columbia, South Carolina
("FCB-SC"), Heritage BancShares, Inc., Lucama, North Carolina ("HBI"), The
Heritage Bank, Lucama, North Carolina ("Heritage"), Southern Bank & Trust
Company, Mount Olive, North Carolina ("Southern"), and The Fidelity Bank,
Fuquay-Varina, North Carolina ("Fidelity"). All of these entities are related
through common ownership. American Guaranty Insurance Company ("AGI") and
First-Citizens Bank & Trust Company ("FCB&T") are wholly owned subsidiaries of
FCB, and Triangle Life Insurance Company ("TLIC") is wholly owned by FCB&T. The
Company holds stock in FCB, FCB-SC and HBI. At September 30, 2005 and December
31, 2004, the Company had $227,475 and $258,951 respectively, invested in
certificates of deposit in FCB&T.
The Company has no employees. AGI provides all managerial, administration and
operational services necessary in carrying out the Company's business. AGI is a
subsidiary of FCB and provides management services to the Company. Management
fees were $20,769 for the nine months ending September 30, 2005 and $17,764 for
the corresponding period in 2004.
Yadkin Valley Life provides reinsurance to TLIC, a subsidiary of FCB&T. The
policies reinsured are sold through Southern, Fidelity and Heritage. Amounts
related to business assumed from TLIC for the nine months ended September 30,
2005 and the corresponding period in 2004 are as follows:
2005 2004
------- -------
Premiums assumed $74,858 $99,933
Death benefits assumed 23,270 14,983
Commissions assumed 31,132 44,663
At September 30, 2005 and December 31, 2004, the Company's balance sheet
reflected assumed life policy claim reserves of $19,077 and $6,374,
respectively.
Note 4: Other Matters
On September 13, 2005 First Citizens Bancorporation, Inc., Columbia, South
Carolina announced its intentions to pursue voluntary de-registration with the
Securities and Exchange Commission. The announcement stated that record holders
of 170 and fewer shares of voting common stock would receive $735.00 in cash for
each voting common stock. This announcement had a material impact on the fair
market value of these securities resulting in a fair market value of $680.00 per
share as of September 30, 2005. The Company owns 35,000 shares of
Bancorporation's voting common stock and 5,631 shares of non voting common
stock.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion is presented to assist shareholders in
understanding Yadkin's consolidated financial condition and results of
operations and should be read in conjunction with the consolidated financial
statements appearing elsewhere in this report.
7
The Company restated its consolidated financial statements for the fiscal
years ended December 31, 2004 and 2003 and the quarterly periods ended March 31,
2005 and June 30, 2005. See Note 2 of the Notes to Consolidated Financial
Statements for additional discussion.
RESULTS OF OPERATIONS. The Company realized a consolidated loss before
income taxes of $81,194 during the first nine months of 2005 compared to a
consolidated net income before income taxes of $3,352 during the corresponding
period in 2004. The loss was primarily due to a decrease in life premium of
$25,075, a decrease in dividend income received of $23,519, an increase in death
benefits incurred of $20,990, an increase in professional fees of $15,770 and an
increase in interest expense on notes of $11,256. Consolidated net loss during
the period was $39,123 compared to a consolidated net income of $22,275 during
the corresponding period of 2004.
The main source of operating funds for the period reported was from Yadkin
Valley Life Insurance Company's ("Yadkin Valley Life") operation. Revenue from
Yadkin Valley Life's operation continued to decline primarily as a result of a
decrease in sales of credit life insurance by producing banks. Premiums have
decreased $25,075 (25.1%) from the corresponding period in 2004 and management
expects the decline may continue for the remainder of the year as the products
being reinsured are not being actively marketed. The premium volume of Yadkin
Valley Life does vary from year to year based on the volume and eligibility of
loans for credit life insurance in producing banks.
The primary outflows of the Company's funds are for claim payments,
commission payments and general expenses. Incurred claims increased $20,990
(140.1%) from the corresponding period in 2004. The change is not specifically
attributable to any known events as there have been no changes in operations,
underwriting or any other procedure. Management believes all claims filed and
paid to be proper and paid according to provisions in the various policies
issued and the increase is not indicative of a trend. While the policyholder
mortality experience represents the primary uncertainty of Yadkin Valley Life's
operations, claim reserves have proven to be adequate. The life policy claim
reserves reported at September 30, 2005 and December 31, 2004 were $19,077 and
$6,374, respectively. The reserve amount was developed by using a 3 year average
of claims paid from reserves as it relates to the total in force amount of
insurance plus case reserves. Trends, adequacy of the reserves and catastrophic
events are reviewed by a qualified independent actuary. Corrections and/or
adjustments are made based on the trends, historical adequacy and catastrophic
events. At September 30, 2005 there were $5,443 of IBNR and $13,634 of case
reserves; and at December 31, 2004 there were $6,374 of IBNR and $0 case
reserves. Additionally, the historical nature of the registrant's credit
insurance business is such that the timing of reported claims are of a short
duration, generally less than 60 days.
The decline in commission payments in 2005 versus 2004 is directly
correlated to the decline in assumed premium written. For the nine month period
ended September 30, 2005, operating expenses, excluding commissions, increased
by $30,745 (24.8%) from the corresponding period of 2004, primarily due to an
increase in professional fees of $15,770 (37.3%) and an increase in interest
expense of $11,256 (61.9%). The professional fees have increased primarily due
to expenses related to the change in auditors, restatement of financials and
going private initiative. The increase in interest expense was due to the
increase in the LIBOR rate.
INVESTMENTS. During 2005, the Company's investments in equity securities
experienced an increase in fair values of $6,546,856 (27.0%) from December 31,
2004. The primary reason for the increase in fair value of the Company's
investments as of September 30, 2005 is the announcement of First Citizens
Bancorporation, Inc. ("Bancorporation") on September 13, 2005 that it intended
to pursue voluntary deregistration with the Securities and Exchange Commission.
The announcement stated that record holders of 170 and fewer shares of
Bancorporation's voting common stock would receive $735.00 in cash for each
voting common stock. This announcement had a material impact on the fair market
value of these securities resulting in a fair market value of $680.00 per share
as of September 30, 2005 which is a 25.9% increase in the fair market price of
Bancorporation's voting common stock from June 30, 2005 and a 29.5% increase
from December 31, 2004. The Company owns 35,000 shares of Bancorporation's
voting common stock.
8
The most significant estimate the Company makes, related to its investment
portfolio, is the determination of fair market value of Bancorporation's non
voting stock and Heritage BancShares, Inc. ("HBI") common stock owned by the
Company. The fair value of the Bancorporation non voting common stock is
reported using a 25% discount from the fair value of Bancorporation's voting
common stock, which is determined by quoted market prices. There are only four
shareholders of the non voting common stock and there have been no transfers in
the last five years. There is no known market for the stock. The 25% discount
was determined by management of the Company based on a comprehensive evaluation
by an independent third party and discussions with management of the issuer. The
fair value of the HBI common stock is reported using a buy back price determined
annually by management of HBI. This stock is thinly traded and there is no known
market.
If there are changes in the market price of Bancorporation's voting common
stock or the buy back of HBI's common stock, materially different amounts may be
reported in the Company's consolidated balance sheet.
There can be no assurances that the current fair values of either of these
securities will be sustained in future periods and continued fluctuations in the
fair values of these investments in future periods will result in fluctuations
in the Company's shareholders' equity.
LIQUIDITY. Management views liquidity as a key financial objective.
Management relies on the operations of Yadkin Valley Life as the principal
source of liquidity. Further, limited borrowings have allowed the Company to
fund asset growth and maintain liquidity. A factor which could impact the
Company's financial position and liquidity is a significant increase or decrease
in the market values of the securities held in the investment portfolio.
Management believes the liquidity of the Company to be adequate as
evidenced by ratios of assets to liabilities of 2.62 at September 30, 2005 and
2.63 at December 31, 2004, which ratio continues to remain constant. Investments
in equity securities had a carrying value at September 30, 2005 and December 31,
2004 of $30,765,784 and $24,218,928, respectively. At September 30, 2005,
$27,338,899 are classified as available for sale and portions of which could be
sold as a source of cash. Factors which could impact the Company's financial
position and liquidity are significant increases or decreases in the market
values of these equity securities. The primary reason for the 27% increase in
equity securities was the deregistration announcement of Bancorporation which
resulted in a 29.5% increase in the fair value of Bancorporation's voting common
stock. While management considers $27,338,899 of these securities to be readily
marketable, the Company's ability to sell a substantial portion of these
investments may be inhibited by the limited trading of most of these securities,
and may result in the Company realizing substantial losses on any such sales.
On October 5, 2005 Registrant announced its intentions to pursue voluntary
de-registration by means of a reverse stock-split. Shareholders will receive 1
share for each 50 shares held immediately prior to the reverse stock-split. In
lieu of fractional shares, shareholders will receive $78.00 in cash for each
pre-split share comprising a fraction of a newly issued share. The estimated
cost of this transaction is $1,130,000 (3.67% of equity securities) and the
Company expects to fund the transaction by selling equity securities or
borrowing funds. The cost of this transaction is not expected to have a material
impact on future revenues.
FINANCIAL CONDITION. The increase in total assets from December 31, 2004
was primarily due to an increase in unrealized gains on equity securities. There
were no other material changes in financial condition during the third quarter
of 2005.
CAPITAL RESOURCES. There are no material commitments for capital
expenditures other than as reported under the caption LIQUIDITY above. At
September 30, 2005, Registrant had outstanding borrowings, which is with an
unrelated bank, of $899,205 secured by 18,139 shares of the Class A Common Stock
of First Citizens BancShares, Inc., Raleigh, North Carolina which have a
9
carrying value of $3,095,420 and 10,000 voting common shares of First Citizens
Bancorporation, Inc., Columbia, South Carolina which have a carrying value of
$6,800,000. Any funds needed to satisfy loan repayments would be derived from
the sale of or repositioning of investments and dividends from Yadkin Valley
Life.
REGULATORY MATTERS. The Sarbanes-Oxley Act of 2002 is sweeping federal
legislation that was signed into law on July 30, 2002 and that addresses
accounting, corporate governance and disclosure issues relating to public
companies. Some of the provisions of the Act became effective immediately, while
others are still in the process of being implemented.
In general, the Act mandates important new corporate governance, financial
reporting and disclosure requirements intended to enhance the accuracy and
transparency of public companies' reported financial results. It establishes new
responsibilities for corporate chief executive officers and chief financial
officers and boards of directors in the financial reporting process, and it
creates a new regulatory body to oversee auditors of public companies.
The economic and operational effects of the Act on public companies,
including the Company, have been and will continue to be significant in terms of
the increased time, resources and costs associated with complying with the new
law. Because the Act, for the most part, applies equally to larger and smaller
public companies, it will present the Company with particular challenges, and
increased audit fees and compliance costs associated with the Act could have a
negative effect on our results of operations.
FORWARD-LOOKING STATEMENTS. The foregoing discussion may contain statements
that could be deemed forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934 and the Private Securities Litigation
Reform Act, which statements are inherently subject to risks and uncertainties.
Forward-looking statements are statements that include projections, predictions,
expectations, or beliefs about future events or results or otherwise are not
statements of historical fact. Such statements are often characterized by the
use of qualifying words (and their derivatives) such as "expect," "believe,"
"estimate," "plan," "project," or other statements concerning opinions or
judgment of the Company and its management about future events. Factors that
could influence the accuracy of such forward looking statements include, but are
not limited to, the market value and marketability of the Company's investment
securities, changing levels of life insurance claims, the financial success or
changing strategies of banks that sell credit life insurance, actions of
government regulators, the level of market interest rates, and general economic
conditions.
Item 3. Controls and Procedures
Registrant's Chief Executive Officer, who also serves as Registrant's Chief
Financial Officer, has evaluated the effectiveness of the design and operation
of Registrant's disclosure controls and procedures in accordance with Rule
13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based on his
evaluation he concluded that, as of the end of the period covered by this
report, Registrant's disclosure controls and procedures were effective in
enabling Registrant to record, process, summarize and report in a timely manner
the information required to be disclosed in reports Registrant files under the
Exchange Act.
On August 24, 2005, Registrant received notification by the Division of
Corporation Finance of the Securities and Exchange Commission ("SEC") of
comments and questions regarding Registrant's method of determining the values
of certain non-marketable equity securities as reported in its consolidated
financial statements. Following discussions between Registrant's management,
Registrant's current and former independent public accountants, and the SEC
staff, Registrant determined that its method of valuing those non-marketable
equity securities was not consistent with accounting principles generally
accepted in the United States.
As a result, on September 8, 2005, Registrant's Board of Directors
concluded that Registrant's previously issued consolidated financial statements
for the fiscal years ended December 31, 2004 and 2003, and the quarterly periods
ended March 31, 2005 and June 30, 2005 should be restated and no longer should
be relied upon.
10
In connection with that restatement and the preparation of amendments to
the Registrant's 2004 Form 10-KSB, March 31 2005 Form 10-QSB and June 30, 2005
Form 10-QSB, Registrant's Chief Executive Officer concluded that, as discussed
below, a change should be made in Registrant's disclosure controls and
procedures to ensure that the information required to be disclosed in reports
Registrant files under the Exchange Act is recorded, processed, summarized and
reported in a timely manner.
Based on the definition of "material weakness" in the Public Company
Accounting Oversight Board's Auditing Standard No. 2, An Audit of Internal
Control Over Financial Reporting Performed in Conjunction With an Audit of
Financial Statements, restatement of financial statements in prior filings with
the SEC is an indicator of the existence of a "material weakness" in the design
or operation of internal control over financial reporting. During the quarterly
period covered by this report, Registrant conducted a review of its accounting
methods related to the valuation of equity securities and modified its method of
accounting for equity securities in accordance with accounting principles
generally accepted in the United States. Registrant believes that these remedial
steps corrected the material weakness in internal control over financial
reporting described above.
Registrant will continue to evaluate its internal control over financial
reporting on a regular basis and, if problems or deficiencies are identified
during the course of those evaluations, Registrant will consider what revision,
improvement and/or correction is needed in order to ensure that its internal
controls over financial reporting is effective.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
At September 30, 2005, Registrant was not a party to any legal proceedings
that are expected to have a material effect on its financial condition or
results of operation.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference as part of this Report.
Exhibit
Number Description
------- ---------------------------------------------------------------
31.1 Certification of Registrant's principal executive officer
pursuant to Rule 13a-14(a)
31.2 Certification of Registrant's principal financial officer
pursuant to Rule 13a-14(a)
11
Exhibit
Number Description
------- ---------------------------------------------------------------
32 Certification of Registrant's principal executive officer and
principal financial officer pursuant to 18 U. S. C. Section 1350
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
YADKIN VALLEY COMPANY
Date: January 5, 2006 By: /s/ DAVID S. PERRY
-----------------------------
David S. Perry, President
In accordance with Section13 or 15(d) of the Securities and 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/ DAVID S. PERRY President, Treasurer and January 5, 2006
- ------------------------- Director (principal executive
David S. Perry and principal financial officer)
12
EXHIBIT INDEX
Exhibit
Number Description
------- ---------------------------------------------------------------
31.1 Certification of Registrant's principal executive officer
pursuant to Rule 13a-14(a)
31.2 Certification of Registrant's principal financial officer
pursuant to Rule 13a-14(a)
32 Certification of Registrant's principal executive officer and
principal financial officer pursuant to 18 U. S. C. Section 1350
13