e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|
|
|
þ |
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Michigan
|
|
38-3291744 |
|
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.) |
100 N. Main Street, Mount Clemens, Michigan 48043-5605
(Address of principal executive offices and zip code)
(586) 783-4500
(Registrants telephone number, including area code)
Securities registered under Section 12(b) of the Act:
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered |
|
|
|
Common Stock, no par value
|
|
Nasdaq Capital Markets |
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark whether the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer o
|
|
Accelerated filer o
|
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). o Yes þ No
The aggregate market value of voting and non-voting common equity of the registrant held by
nonaffiliates was approximately $4.2 million as of June 30, 2009 based on the price at which the
common stock was last sold.
As of March 30, 2010, 3,737,181 shares of Common Stock of the issuer were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I and II Portions of Stockholder Report of the issuer for the year ended December 31, 2009.
Part III Portions of the Proxy Statement of the Registrant for its May 18, 2010 Annual Meeting.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements throughout this document, as well as in other
public filings we make with the SEC, that are subject to risks and uncertainties. These
forward-looking statements are based on managements beliefs, assumptions, current expectations,
estimates and projections about the financial services industry, the economy, and about the
Corporation and the Bank. Words such as anticipates, believes, estimates, expects, forecasts,
intends, is likely, plans, projects, variations of such words and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements are intended to be
covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are not guarantees of future performance and involve certain risks, uncertainties
and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree
of occurrence. Actual results and outcomes may materially differ from what may be expressed or
forecasted in the forward-looking statements. The Corporation undertakes no obligation to update,
amend, or clarify forward looking statements, whether as a result of new information, future events
(whether anticipated or unanticipated), or otherwise.
Future factors that could cause actual results to differ materially from the results anticipated or
projected include, but are not limited to, the following: the credit risks of lending activities,
including changes in the level and trend of loan delinquencies and write-offs; changes in general
economic conditions, either nationally or in our market areas; changes in the levels of general
interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations
in the demand for loans, the number of unsold homes and other properties and fluctuations in real
estate values in our market areas; results of examinations of us by the Federal Deposit Insurance
Corporation, Michigan Office of Financial and Insurance Services or other regulatory authorities,
including the possibility that any such regulatory authority may, among other things, require us to
increase our reserve for loan losses or to write-down assets; our ability to control operating
costs and expenses; our ability to successfully integrate any assets, liabilities, customers,
systems, and management personnel we have acquired or may in the future acquire into our operations
and our ability to realize related revenue synergies and cost savings within expected time frames
and any goodwill charges related thereto; our ability to manage loan delinquency rates; our ability
to sell other real estate owned without suffering unanticipated losses; our ability to retain key
members of our senior management team; costs and effects of litigation, including settlements and
judgments; increased competitive pressures among financial services companies; changes in consumer
spending, borrowing and savings habits; legislative or regulatory changes that adversely affect our
business; adverse changes in the securities markets; inability of key third-party providers to
perform their obligations to us; changes in accounting policies and practices, as may be adopted by
the financial institution regulatory agencies or the Financial Accounting Standards Board; other
economic, competitive, governmental, regulatory, and technological factors affecting our
operations, pricing, products and services and other risks detailed in the Corporations reports
filed with the Securities and Exchange Commission.
2
PART I
Item 1. Business
Community Central Bank Corporation is the holding company for Community Central Bank (the
Bank) in Mount Clemens, Michigan. The Bank opened for business in October 1996 and serves
businesses and consumers across Macomb, Oakland, St. Clair and Wayne counties with a full range of
lending, deposit, trust, wealth management and Internet banking services. The Bank operates four
full service facilities, in Mount Clemens, Rochester Hills, Grosse Pointe Farms and Grosse Pointe
Woods, Michigan. Community Central Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and central and northwest Indiana. River Place
Trust and Community Central Wealth Management are divisions of Community Central Bank. Community
Central Insurance Agency, LLC is a wholly owned subsidiary of Community Central Bank.
The Corporation is subject to regulation by the Board of Governors of the Federal Reserve
System. The Bank is subject to extensive regulation by the Michigan Office of Financial and
Insurance Regulation (OFIR) and by the Federal Deposit Insurance Corporation (FDIC). The
Banks deposits are insured up to the applicable limits by the FDIC. (See -Regulation and
Supervision below.) The Corporations common shares trade on The NASDAQ Capital Market under the
symbol CCBD.
Our results of operations depend largely on net interest income. Net interest income is the
difference in interest income we earn on our interest-earning assets, which comprise primarily
commercial and residential real estate loans and, to a lesser extent, commercial business and
consumer loans, and the interest we pay on our interest-bearing liabilities, which are primarily
deposits and borrowings. Management strives to match the repricing characteristics of the
interest-earning assets and interest-bearing liabilities to protect net interest income from
changes in market interest rates and changes in the shape of the yield curve.
Our results of operations may also be affected by local and general economic conditions. The
largest geographic segment of our customer base is in Macomb County, Michigan. The economic base
of the County continues to diversify from the automotive service sector although the impact of the
restructuring of the American automobile companies has a direct impact on southeastern Michigan. A
slowdown in the local and statewide economy has produced increased financial strain on segments of
our customer base. We have experienced increased delinquency levels and losses in our loan
portfolio, primarily with commercial real estate, residential developer loans within the commercial
real estate loan portfolio, commercial and industrial loans, and residential real estate loans.
Further downturns in the local economy may affect the demand for, and performance of, commercial
loans and related small to medium sized business related products. This could have a significant
impact on how we deploy earning assets. The competitive environment among the Bank, other
financial institutions and financial service providers in the Macomb, Oakland, Wayne and St. Clair
counties of Michigan may affect the pricing levels of various deposit products. The impact of
competitive rates on deposit products may increase our relative cost of funds and thus negatively
impact net interest income.
The weakness in the economy continues to affect parts of our loan portfolio requiring a higher
provision for loan losses. We recorded a $14.9 million provision for loan losses in 2009. In
addition, net charge-offs for 2009 represented 2.22% of total average loans on an annualized basis.
Total nonaccruing loans and loans past due 90 days or more and still accruing interest totaled
$22.9 million, or 5.68% of total loans at December 31, 2009 compared to $17.6 million, or 4.32% at
December 31, 2008. The allowance for loan losses at December 31, 2009 was $13.0 million, or 3.21%
of total loans compared to $7.3 million, or 1.80% at December 31, 2008. In addition to the
nonaccrual loans stated above, as of December 31, 2009, restructured loans increased to $20.4
million from $8.2 million at December 31, 2008. Although our nonperforming loan level and other
real estate owned levels continue to pressure our earnings, we continue to proactively deal with
these issues. Unless and until we can substantially reduce our levels of nonperforming loans and
other real estate owned, however, we do not expect to return to profitability.
We continue to focus on strategies to preserve and increase capital, and emphasize segments of
operations that are capital efficient, such as our mortgage banking operations, our branch deposit
operations as well as our Trust and Wealth divisions. An ongoing effort to increase our core
deposits has resulted in a reduction in our cost of funds. During 2009, our deposits increased
$43.8 million. Brokered deposits decreased $39.8 million. We also
3
decreased Federal Home Loan Bank (FHLB) advances $42.5 million during 2009, replacing them with lower cost
core deposit funding.
We are planning on reducing the brokered time deposits and FHLB advances for the foreseeable
future, though these funding sources will continue to be important to the Bank. See Risk Factors
- Our funding sources may prove insufficient which may impair our ability to fund operations and
jeopardize our financial condition. We plan to reduce total assets to help increase the capital
ratios and thereby increase capital availability for potential future provision expense.
Our total net interest income will be somewhat negatively affected by the planned decrease in
earning assets. The decrease in earning assets should not have a negative effect on net interest
margin as the reduction in wholesale funds is a relatively high cost of funds producing relatively
compressed interest rate spreads at levels smaller than the current net interest margin.
In December 2009 and January 2010, we raised a total of $4.2 million in capital through the
sale of Series B cumulative convertible perpetual preferred stock. The Series B preferred stock
can be converted into common stock of the Corporation at any time by the holders, or by the
Corporation under certain circumstances, at an initial conversion price of $8.00 per share of
common stock, subject to adjustment and certain limitations, as described below. A warrant to
purchase shares of the Corporations common stock is attached to each share of Series B preferred
stock. Each warrant represents the right of the holder to purchase 20 shares of the Corporations
common stock at a purchase price of $5.00 per common share and is exercisable for ten years.
Dividends on the Series B preferred stock are payable quarterly in arrears at a rate of 5.00% per
annum, if and when declared by the Corporations Board of Directors. Dividends on the Series B
preferred shares are cumulative. On or after August 1, 2010, the Series B preferred stock will be
subject to mandatory conversion into common stock under certain circumstances, including the
Corporations stock price trading at or above $10.00 per share, subject to adjustment.
In December 2008 and February 2009, the Corporation raised a total of $3.55 million in capital
through the sale of Series A noncumulative convertible perpetual preferred stock. The Series A
preferred stock can be converted into common stock of the Corporation at any time by the holders,
or by the Corporation under certain circumstances, at an initial conversion price of $10.00 per
share of common stock, subject to adjustment and certain limitations as described below. Dividends
on the Series A preferred stock are payable quarterly in arrears at a rate of 12.00% per annum, if
and when declared by the Corporations Board of Directors and are not cumulative. The Series A
preferred stock is subject to mandatory conversion into common stock under certain circumstances,
including the Corporations stock price trading at or above $11.00 per share, subject to
adjustment.
See Managements Discussion and Analysis and Results of Operations and our Consolidated
Financial Statement and Notes thereto contained in our Annual Stockholder Report included as
Exhibit 13 to this 10-K for additional information relating to our business.
Effect of Government Monetary Policies. The earnings of the Corporation are affected by
domestic economic conditions and the monetary and fiscal policies of the United States Government,
its agencies, and the Federal Reserve Board. The Federal Reserve Boards monetary policies have
had, and will likely continue to have, an important impact on the operating results of commercial
banks through its power to implement national monetary policy. Monetary policy is used to, among
other things, attempt to curb inflation or combat a recession. The policies of the Federal Reserve
Board have a major effect upon the levels of bank loans, investments and deposits through its open
market operations in United States Government securities, and through its regulation of, among
other things, the discount rate on borrowings of member banks and the reserve requirements against
member bank deposits. It is not possible to predict the nature and impact of future changes in
monetary and fiscal policies.
Regulation and Supervision. Financial institutions and their holding companies are
extensively regulated under federal and state law. Consequently, the growth and earnings
performance of the Corporation and the Bank can be affected not only by management decisions and
general economic conditions, but also by the statutes administered by, and the regulations and
policies of, various governmental regulatory authorities. Those authorities include, but are not
limited to, the Board of Governors of the Federal Reserve System, the FDIC, OFIR, the Securities
and Exchange Commission, the Internal Revenue Service, and federal and state taxing authorities.
The effect of such statutes, regulations and policies can be significant, and cannot be predicted
with a high degree of certainty. There can be no assurance that future legislation or government
policy will not adversely affect the
4
banking industry or the operations of the Corporation or the Bank. Federal economic and
monetary policy may affect the Banks ability to attract deposits, make loans and achieve
satisfactory interest spreads.
Federal and state laws and regulations generally applicable to financial institutions and
their holding companies regulate, among other things, the scope of business, investments, reserves
against deposits, capital levels relative to operations, lending activities and practices, the
nature and amount of collateral for loans, the establishment of branches, mergers, consolidations
and dividends. The system of supervision and regulation applicable to the Corporation and the Bank
establishes a comprehensive framework for their respective operations and is intended primarily for
the protection of the FDICs deposit insurance funds, the depositors of the Bank, and the public,
rather than shareholders of the Bank or the Corporation.
Federal law and regulations establish supervisory standards applicable to the lending
activities of the Bank including internal controls, credit underwriting, loan documentation, and
loan-to-value ratios for loans secured by real property. The Bank is in compliance with these
requirements.
The Corporation is subject to the periodic reporting requirements of the Securities Exchange
Act of 1934, as amended, and files reports and proxy statements pursuant to such Act with the
Securities and Exchange Commission.
Employees. As of December 31, 2009, the Corporation and its subsidiaries employed 89
full-time equivalent employees. Our employees are not represented by any collective bargaining
group. Management considers its employee relations to be good.
Competition. All phases of the business of the Bank are highly competitive. The Bank
competes with numerous financial institutions, including other commercial banks, in the Macomb
County and metropolitan Detroit area. The Bank, along with other commercial banks, competes with
respect to its lending activities, and competes in attracting demand deposits with savings banks,
savings and loan associations, insurance companies, small loan companies, credit unions and with
the issuers of commercial paper and other securities, such as various mutual funds. Many of these
institutions are substantially larger and have greater financial resources than the Bank.
The competitive factors among financial institutions can be classified into two categories;
competitive rates and competitive services. Interest rates are widely advertised and thus
competitive, especially in the area of time deposits. From a service standpoint, financial
institutions compete against each other in types and quality of services. The Bank is generally
competitive with other financial institutions in its area with respect to interest rates paid on
time and savings deposits, fees charged on deposit accounts, and interest rates charged on loans.
With respect to services, the Bank offers a customer service oriented atmosphere which management
believes is better suited to its customers needs than that which is offered by other institutions
in the local market.
5
Executive Officers. The following is a list of the executive officers of the Corporation and
the Bank, together with their ages and their positions at December 31, 2009. Executive officers of
the Corporation are elected annually by the Board of Directors to serve for the ensuing year and
until their successors are elected and qualified.
|
|
|
|
|
|
|
|
|
Name and Position |
|
Position Held Since |
|
|
Age |
|
David A. Widlak
President and CEO of Community Central |
|
|
2003 |
|
|
|
61 |
|
Bank Corporation
President and CEO Community Central Bank |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray T. Colonius
EVP & Chief Financial Officer of |
|
|
1999 |
|
|
|
52 |
|
Community Central Bank Corporation and
Community Central Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sam A. Locricchio
EVP & Sr. Loan Officer of
Community Central Bank |
|
|
2003 |
|
|
|
60 |
|
Item 1A. Risk Factors
An investment in our stock involves a number of risks. Before making an investment decision,
you should carefully consider all of the risks described in this document. If any of the risks
discussed in this document occur, our business, financial condition, liquidity and results of
operations could be materially and adversely affected. Additional risks and uncertainties not
presently known to us also may adversely affect our business, financial condition, liquidity and
results of operations.
The United States economy remains weak and unemployment levels are high. A prolonged economic
downturn, especially one affecting our geographic market area, will adversely affect our business
and financial results.
The United States experienced a severe economic recession in 2008 and 2009. While economic
growth has resumed recently, the rate of growth has been slow and unemployment remains at very high
levels and is not expected to improve in the near future. Loan portfolio quality has deteriorated
at many financial institutions, including ours, reflecting, in part, the weak U.S. economy and
high unemployment. In addition, the values of real estate collateral supporting many commercial
loans and home mortgages have declined and may continue to decline. The continuing real estate
downturn also has resulted in reduced demand for the construction of new housing and increased
delinquencies in construction, residential and commercial mortgage loans for many lenders. Bank and
bank holding company stock prices have declined substantially, and it is significantly more
difficult for banks and bank holding companies to raise capital or borrow in the debt markets.
The Federal Deposit Insurance Corporation Quarterly Banking Profile has reported that
nonperforming assets as a percentage of assets for Federal Deposit Insurance Corporation-insured
financial institutions rose to 3.32% as of December 31, 2009, compared to 0.95% as of December 31,
2007. For the year ended December 31, 2009, the Federal Deposit Insurance Corporation Quarterly
Banking Profile has reported that annualized return on average assets was 0.09% for Federal Deposit
Insurance Corporation-insured financial institutions compared to 0.81% for the year ended December
31, 2007. The NASDAQ Bank Index declined 38% between December 31, 2007 and December 31, 2009. At
December 31, 2009, our nonperforming loans as a percentage of total loans was 5.68% and our return
on average assets was (2.63)% for the year ended December 31, 2009.
Continued negative developments in the financial services industry and the domestic and
international credit markets may significantly affect the markets in which we do business, the
market for and value of our loans and investments, and our ongoing operations, costs and
profitability.
6
Current levels of market volatility are unprecedented and may adversely affect us.
The capital and credit markets have been experiencing volatility and disruption for nearly two
years, reaching unprecedented levels. In some cases, the markets have produced downward pressure
on stock prices and credit availability for certain issuers without regard to those issuers
underlying financial strength. If current levels of market disruption and volatility continue or
worsen, we may experience an adverse effect, which may be material, on our business, financial
condition and results of operations.
Continued deterioration of the economy and real estate market in Michigan could hurt our business.
At of December 31, 2009, approximately 86% of the book value of our loan portfolio consisted
of loans secured by various types of real estate. Substantially all of our real property
collateral is located in Michigan. A decline in real estate values has reduced the value of the
real estate collateral securing our loans and increased the risk that we would incur losses if
borrowers defaulted on their loans. Continued declines in real estate sales and prices coupled
with a further economic slowdown or deeper recession and an associated increase in unemployment
could result in higher than expected loan delinquencies or problem assets, a decline in demand for
our products and services, or lack of growth or a decrease in deposits, which may cause us to incur
losses, adversely affect our capital and hurt our business. Such declines may have a greater
effect on our earnings and capital than on the earnings and capital of financial institutions whose
loan portfolios are more diversified.
Our business is subject to various lending risks depending on the nature of the borrowers
business, its cash flow and our collateral.
Our commercial real estate loans involve higher principal amounts than other loans, and
repayment of these loans may be dependent on factors outside our control or the control of
our borrowers. Commercial real estate lending typically involves higher loan principal
amounts, and the repayment of these loans generally is dependent, in large part, on
sufficient income from the properties securing the loans to cover operating expenses and
debt service. Because payments on loans secured by commercial real estate often depend upon
the successful operation and management of the properties, repayment of such loans may be
affected by factors outside the borrowers control, such as adverse conditions in the real
estate market or the economy or changes in government regulation. If the cash flow from the
project is reduced, the borrowers ability to repay the loan and the value of the security
for the loan may be impaired. At December 31, 2009, commercial real estate loans, excluding
construction and development loans, totaled approximately 65.1% of our total loan portfolio.
Repayment of our commercial and industrial loans is often dependent on cash flow of the
borrower, which may be unpredictable, and collateral securing these loans may fluctuate in
value. Our commercial and industrial loans are primarily made based on the cash flow of the
borrower and secondarily on the underlying collateral provided by the borrower. Most often,
this collateral is accounts receivable, inventory, equipment, or real estate. In the case
of loans secured by accounts receivable, the availability of funds for the repayment of
these loans may be substantially dependent on the ability of the borrower to collect amounts
due from its customers. Other collateral securing loans may depreciate over time, may be
difficult to appraise and may fluctuate in value based on the success of the business.
Adverse changes in local economic conditions impacting our business borrowers can be
expected to have a negative effect on our results of operations and capital. At December
31, 2009, commercial and industrial loans totaled approximately 12.1% of our total loan
portfolio.
Our construction and land development loans are based upon estimates of costs to
construct and value associated with the completed project. These estimates may be
inaccurate. Because of the uncertainties inherent in estimating construction costs, as well
as the market value of the completed project, it is relatively difficult to evaluate
accurately the total funds required to complete a project and the related loan-to-value
ratio. As a result, construction loans often involve the disbursement of substantial funds
with repayment dependent, in part, upon the success of the ultimate project and the ability
of the borrower to sell or lease the property, rather than the ability of the borrower or
guarantor to repay principal and interest.
7
Delays in completing the project may arise from labor problems, material shortages and
other unpredictable contingencies. If the estimate of the construction cost is inaccurate,
we may be required to advance additional funds to complete construction. If our appraisal
of the value of the completed project proves to be overstated, we may have inadequate
security for the repayment of the loan upon completion of the project. At December 31,
2009, construction and development loans totaled approximately 2.8% of our total loan
portfolio.
We may elect, or be required, to make further increases in our provisions for loan losses and to
charge off additional loans in the future, which could adversely affect our results of operations.
For the year ended December 31, 2009, we recorded a provision for loan losses of $14.9
million, compared to $9.5 million for the year ended December 31, 2008, which has adversely
affected our results of operations for 2009. We also recorded net loan charge-offs of $9.2 million
for the year ended December 31, 2009, compared to $8.6 million for the year ended December 31,
2008. We are experiencing increasing loan delinquencies and credit losses. Generally, our non-
performing loans and assets reflect operating difficulties of individual borrowers resulting from
weakness in the economy. In addition, slowing sales in certain housing markets have been a
contributing factor to the increase in non-performing loans as well as the increase in
delinquencies. We have modified $20.4 million of loans, predominantly commercial and commercial
real estate loans, which we identified as possibly becoming nonperforming. At December 31, 2009,
our total non-performing loans, excluding these modified loans, had increased to $22.9 million
compared to $17.6 million at December 31, 2008. If current trends in the housing and real estate
markets continue, coupled with the downsizing of the U.S. auto industry which is significant to the
southeastern Michigan region, we expect that we will continue to experience increased delinquencies
and credit losses. Moreover, if the slow economy in Michigan continues, we expect that it would
further negatively impact economic conditions and we could experience continuing high delinquencies
and credit losses. Current levels of, or an increase in our credit losses or our provision for
loan losses would materially adversely affect our financial condition and results of operations.
Unless and until we can substantially reduce our levels of nonperforming loans and other real
estate owned, we do not expect to return to profitability.
If our allowance for loan losses is not sufficient to cover actual loan losses, or if we are
required to increase our provision for loan losses, our results of operations and financial
condition could be materially adversely affected.
We make various assumptions and judgments about the collectibility of our loan portfolio,
including the creditworthiness of our borrowers and the value of the real estate and other assets
serving as collateral for the repayment of many of our loans. In addition, future rate resets on
adjustable rate loans could drive increases in delinquencies and ultimately losses on these loans
beyond that which has been provided for in the allowance for loan losses. In determining the
amount of the allowance for loan losses, we review our loans and the loss and delinquency
experience, and evaluate economic conditions. If our assumptions are incorrect, the allowance for
loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in the
need for additions to our allowance through an increase in the provision for loan losses. Material
additions to the allowance or increases in our provision for loan losses could have a material
adverse effect on our financial condition and results of operations.
In addition, bank regulators periodically review our allowance for loan losses and may require
us to increase our provision for loan losses or recognize further loan charge-offs. Any increase
in our allowance for loan losses or loan charge-offs as required by these regulatory authorities
may have a material adverse effect on our financial condition and results of operations.
Furthermore, we may elect to increase our provision for loan losses in light of our assessment of
economic conditions and other factors from time to time. For example, as described under the risk
factor We may elect, or be required, to make further increases in our provisions for loan
losses and to charge off additional loans in the future, which could adversely affect our results
of operations above, we increased our provision for loan losses during 2009, which adversely
affected our results of operations. We may elect, or be required, to make further increases in our
quarterly provision for loan losses in the future, particularly if economic conditions continue to
deteriorate, which may have a material adverse effect on our financial condition and results of
operations.
8
Changes in economic conditions or interest rates may negatively affect our earnings, capital and
liquidity.
The results of operations for financial institutions, including the Bank, may be materially
and adversely affected by changes in prevailing local and national economic conditions, including
declines in real estate market values, rapid increases or decreases in interest rates and changes in the monetary and fiscal
policies of the federal government. Our profitability is heavily influenced by the spread between
the interest rates we earn on investments and loans and the interest rates we pay on deposits and
other interest-bearing liabilities. Substantially all our loans are to businesses and individuals
in Southeastern Michigan and the decline in the economy of this area continues to adversely affect
us. Like most banking institutions, our net interest spread and margin will be affected by general
economic conditions and other factors that influence market interest rates and our ability to
respond to changes in these rates. At any given time, our assets and liabilities may be such that
they are affected differently by a given change in interest rates.
Higher Federal Deposit Insurance Corporation insurance premiums and special assessments will
adversely affect our earnings.
In 2009, the Federal Deposit Insurance Corporation levied a five basis point special
assessment on each insured depository institutions assets minus Tier 1 capital as of June 30,
2009. We recorded an expense of $250,000 during the quarter ended June 30, 2009, to reflect the
special assessment. In addition, the Federal Deposit Insurance Corporation generally increased the
base assessment rates effective April 1, 2009 and, therefore, our Federal Deposit Insurance
Corporation insurance premium expense has increased compared to prior periods.
The Federal Deposit Insurance Corporation also required all insured institutions to prepay
their estimated assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012.
This pre-payment was paid on December 30, 2009. The assessment rate for the fourth quarter of 2009
and for 2010 was based on each institutions total base assessment rate for the third quarter of
2009, modified to assume that the assessment rate in effect on September 30, 2009 had been in
effect for the entire third quarter, and the assessment rate for 2011 and 2012 was calculated as
the modified third quarter assessment rate plus an additional three basis points. In addition,
every institutions base assessment rate for each period was calculated using its third quarter
assessment base, adjusted quarterly for an estimated 5% annual growth rate in the assessment base
through the end of 2012. We recorded the pre-payment as a prepaid expense, which will be amortized
to expense over three years. Our prepayment amount was $4.3 million. Future increases in our
assessment rate or special assessments would decrease our earnings.
Our funding sources may prove insufficient which may impair our ability to fund operations and
jeopardize our financial condition..
Liquidity is essential to our business. Historically we relied on wholesale borrowings to
help fund our lending activities. We borrow on a collateralized basis from the Federal Home Loan
Bank of Indianapolis, or the FHLB. At December 31, 2009, we had outstanding approximately $65.7
million of FHLB advances, $304.7 million in certificates of deposit (which included $126.6 million
of brokered certificates of deposit, $8.5 million in municipal deposits, and an additional $30.0
million in unused liquidity. Unused liquidity comprised Fed Funds sold, usable cash at
correspondent banks, unpledged available for sale and trading securities and available advances at
the FHLB. Our liquidity would be negatively affected if we no longer had access to these funds.
Actions by the FHLB, or limitations on our available collateral, or adverse regulatory action
against us may reduce or eliminate our borrowing capacity or may limit our ability to continue to
attract deposits at competitive rates. Such events could have a material adverse impact on our
results of operations and financial condition.
Regulatory actions may adversely impact our ability to raise funds through deposits. As an
adequately capitalized institution (or in any lower regulatory capital category), we are
prohibited from acquiring funds through deposit brokers without a waiver from the Federal Deposit
Insurance Corporation and from paying rates on deposits that are significantly higher than the
prevailing rates of interest on deposits offered by insured depository institutions. We have not
applied for any waivers and cannot predict, if or when we apply for these waivers, whether or when
a waiver might be granted to allow us to renew existing or accept new brokered deposits.
Our ability to borrow could also be impaired by factors that are not specific to us, such as a
disruption in the financial markets or negative views and expectations about the prospects for the
financial services industry in light of the recent turmoil faced by banking organizations and the
continued deterioration in credit markets.
9
Additionally, adverse operating results or changes in industry conditions could lead to
difficulty or an inability to access these additional funding sources. Our financial flexibility
will be severely constrained if we are unable to maintain our access to funding or if adequate
financing is not available at acceptable interest rates. Finally, if we are required to rely more
heavily on more expensive funding sources, our revenues may not increase proportionately to cover
our costs. In this case, our operating margins and potential future profitability would be
adversely affected.
We may elect or be compelled to seek additional capital in the future, but that capital may not be
available when it is needed.
We are required by federal and state regulatory authorities to maintain adequate levels of
capital to support our operations. In addition, we may elect to raise additional capital to
support our business or to finance acquisitions, if any, or we may otherwise elect to raise
additional capital. In that regard, a number of financial institutions, including us, have
recently raised considerable amounts of capital as a result of deterioration in their results of
operations and financial condition arising from the turmoil in the mortgage loan market,
deteriorating economic conditions, declines in real estate values and other factors. Should we be
required by regulatory authorities or otherwise determine to raise additional capital, we may seek
to do so through the issuance of, among other things, our common stock or preferred stock.
Our ability to raise additional capital, if needed, will depend on conditions in the capital
markets, economic conditions and a number of other factors, many of which are outside our control,
and on our financial performance. Additional capital, if needed, may not be available to us, or,
if available, may not be available on acceptable terms. If additional capital is unavailable, when
needed, or is not available on reasonable terms, our future prospects could be adversely affected.
Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations
may adversely affect our operations and our income.
We are subject to extensive regulation, supervision and examination by the Board of Governors
of the Federal Reserve System, the Michigan Office of Financial and Insurance Regulation and the
Federal Deposit Insurance Corporation. These regulatory authorities have extensive discretion in
connection with their supervisory and enforcement activities, including the ability to impose
restrictions on a holding companys and a banks operations, reclassify assets, determine the
adequacy of a banks allowance for loan losses and determine the level of deposit insurance
premiums assessed. Because our business is highly regulated, the laws and applicable regulations
are subject to frequent change. Any change in these regulations and oversight, whether in the form
of regulatory policy, new regulations or legislation or additional deposit insurance premiums could
have a material impact on our operations.
In response to the financial crisis of 2008 and early 2009, Congress has taken actions that
are intended to strengthen confidence and encourage liquidity in financial institutions, and the
Federal Deposit Insurance Corporation has taken actions to increase insurance coverage on deposit
accounts. In addition, there have been proposals made by members of Congress and others that would
reduce the amount delinquent borrowers are otherwise contractually obligated to pay under their
mortgage loans and limit an institutions ability to foreclose on mortgage collateral.
The potential exists for additional federal or state laws and regulations, or changes in
policy, affecting lending and funding practices and liquidity standards. Moreover, bank regulatory
agencies have been active in responding to concerns and trends identified in examinations, and have
issued many formal enforcement orders requiring capital ratios in excess of regulatory
requirements. Bank regulatory agencies, such as the ones mentioned above, govern the activities in
which we may engage, primarily for the protection of depositors, and not for the protection or
benefit of potential investors. In addition, new laws and regulations may increase our costs of
regulatory compliance and of doing business, and otherwise affect our operations. New laws and
regulations may significantly affect the markets in which we do business, the markets for and value
of our loans and investments, the fees we can charge, and our ongoing operations, costs and
profitability. Further, legislative proposals limiting our rights as a creditor could result in
credit losses or increased expense in pursuing our remedies as a creditor.
10
We rely heavily on our management and other key personnel, and the loss of any of them may
adversely effect our operations.
We continue to be dependent upon the services of our executive officers and other senior
managers and commercial lenders. The loss of services of any of these individuals could have a
material adverse impact on our operations because other officers may not have the experience and
expertise to readily replace these individuals. Additionally, our future success and growth will
depend upon our ability to recruit and retain highly skilled employees with strong community
relationships and specialized knowledge in the financial services industry. The level of
competition in our industry for people with these skills is intense, and our inability to
successfully recruit qualified people and retain them could have a material adverse effect on our
business, financial condition and results of operations. We have key man life insurance in the
form of Bank Owned Life Insurance on selected executive officers, but this insurance is only
applicable on the death of one or more of these individuals.
Our future success is dependent on our ability to compete effectively in the highly competitive
banking industry.
We face substantial competition in all phases of our operations from a variety of different
competitors. Our future growth and success will depend on our ability to compete effectively in
this highly competitive environment. We compete for deposits, loans and other financial services
with numerous Michigan-based and out-of-state banks, thrifts, credit unions, investment banks and
other financial institutions as well as other entities which provide financial services. Some of
the financial institutions and financial services organizations with which we compete are not
subject to the same degree of regulation as we are. Most of our competitors have been in business
for many years, have established customer bases, are larger, and have substantially higher lending
limits than we do. The financial services industry is also likely to become more competitive as
further technological advances enable more companies to provide financial services. These
technological advances may diminish the importance of depository institutions and other financial
intermediaries in the transfer of funds between parties.
We continually encounter technological changes, and we may have fewer resources than our
competitors to continue to invest in technological improvements.
The financial services industry is undergoing rapid technological changes, with frequent
introductions of new technology-driven products and services. The effective use of technology
increases efficiency and enables financial institutions to better serve customers and to reduce
costs. Our future success will depend, in part, upon our ability to address the needs of our
clients by using technology to provide products and services that will satisfy client demands for
convenience, as well as to create additional efficiencies in our operations. Many national vendors
provide turn-key services to community banks, such as internet banking and remote deposit capture,
which allow smaller banks to compete with competitors that have substantially greater resources to
invest in technological improvements. We, however, may not be able to effectively implement new
technology-driven products and services or be successful in marketing these products and services
to our customers.
Our articles of incorporation and by-laws and Michigan laws contain certain provisions that could
make a takeover more difficult.
Our articles of incorporation and by-laws, and the laws of Michigan, include provisions which
are designed to provide our board of directors with time to consider whether a hostile takeover
offer is in the best interest of the Corporation and our stockholders. These provisions, however,
could discourage potential acquisition proposals and could delay or prevent a change in control.
The provisions also could diminish the opportunities for a holder of our common stock to
participate in tender offers, including tender offers at a price above the then-current price for
our common stock. These provisions could also prevent transactions in which our stockholders might
otherwise receive a premium for their shares over then current market prices, and may limit the
ability of our stockholders to approve transactions that they may deem to be in their best
interests. The Michigan Business Corporation Act contains provisions intended to protect
stockholders and prohibit or discourage certain types of hostile takeover activities. In addition
to these provisions and the provisions of our articles of incorporation and by-laws, Federal law
requires the Federal Reserve Boards approval prior to acquisition of control of a bank holding
company. All of these provisions may have the effect of delaying or preventing a change in control
at the Company level without action by our stockholders, and therefore, could adversely affect the
price of our common stock.
11
Our ability to pay dividends is limited by law and contract.
We are a holding company and substantially all of our assets are held by Community Central
Bank, our wholly owned subsidiary. Our ability to make dividend payments to our stockholders
depends primarily on available cash resources at the Company level and dividends from the Bank. We
are also prohibited from paying dividends on our common stock if the required payments on our
subordinated debentures have not been made. Dividend payments or extensions of credit from the
Bank are subject to regulatory limitations, generally based on capital levels and current and
retained earnings, imposed by regulatory agencies with authority over the Bank. The ability of the
Bank to pay dividends is also subject to its profitability, financial condition, capital
expenditures and other cash flow requirements. The Bank may not be able to pay dividends to us in
the future. In November 2008, we announced a temporary suspension of the Companys quarterly cash
dividend payable to common stockholders. This action was taken to preserve capital in order to
leverage it into financing for local businesses. Our Board of Directors also adopted a voluntary
resolution at the urging of the Federal Reserve Board, our primary federal regulator, requiring the
filing of prior notice with and non-objection by the Federal Reserve Board with respect to the
payment of any dividends on our common stock or preferred stock, including the recently issued
Series A and Series B preferred stock. No assurances can be given that any dividends will be paid
in the future or, if paid, the amount or frequency of any dividends.
There is a limited trading market for our common stock.
Our common stock is traded on the NASDAQ Capital Market under the symbol CCBD. The
development and maintenance of an active public trading market depends upon the existence of
willing buyers and sellers, the presence of which is beyond our control. While we are a
publicly-traded company, the volume of trading activity in our stock is still relatively limited.
The price of our common stock has been, and will likely continue to be, subject to
fluctuations based on, among other things, economic and market conditions for bank holding
companies and the stock market in general, as well as changes in investor perceptions of the
Company. The issuance of new shares of our common stock or securities convertible into common
stock also may affect the market for our common stock.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The Corporation owns two facilities, its main branch office facility and its corporate and
bank headquarters, located in the downtown business district of Mount Clemens, Michigan. The main
branch office location contains a full service branch and houses our IT operations. The corporate
headquarters houses our executive officers and administrative office staff, as well as commercial
lending, trust, wealth management and the mortgage company operations. The Corporation leases
three operational full service branch locations in Rochester Hills, Grosse Pointe Farms, and Grosse
Pointe Woods, Michigan. The Rochester Hills branch lease has 5 years remaining on its initial
term, with a 10 year renewal option. The Grosse Pointe Farms branch location which opened in June
2006 has a 8 years remaining on the lease with a 10 year renewal option. The lease for the new
Grosse Pointe Woods location which opened in June of 2008 is for a 10 year term with a 10 year
renewal option. The mortgage company, a subsidiary of the Corporation and the Bank, has a loan
production office located in Mount Clemens, to serve the Detroit metropolitan areas. Additionally,
the mortgage company operates an office in Merrillville and Avon, Indiana, with a short-term
leases.
Item 3. Legal Proceedings
From time to time, the Corporation and the Bank may be involved in various legal proceedings
that are incidental to their business. In the opinion of management, neither the Corporation nor
the Bank is a party to any current legal proceedings that are material to the financial condition
of the Corporation or the Bank, either individually or in the aggregate.
Item 4. (Removed and Reserved)
12
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
The information shown under the caption Stockholder Information on page 60 of the
Stockholder Report filed as Exhibit 13 to this Annual Report on Form 10-K (Form 10-K) is
incorporated herein by reference. See Part III, Item 12 of the Form 10-K for information regarding
securities authorized for issuance under our equity compensation plans.
Item 6. Selected Financial Data
The information presented under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 42 and 59 of the Stockholder report filed as Exhibit
13 to this Form 10-K is incorporated herein by reference.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The information presented under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 42 to 59 of the Stockholder Report filed as Exhibit
13 to this Form 10-K is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
The information presented under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 42 to 59 of the Stockholder report filed as Exhibit
13 to this Form 10-K is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The information presented under the captions Consolidated Balance Sheet, Consolidated
Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of
Changes in Stockholders Equity, Consolidated Statement of Cash Flow, and Notes to Consolidated
Financial Statements, on pages 1 through 41 of the Stockholder Report filed as Exhibit 13 to this
Form 10-K, as well as the Report of Independent Registered Public Accounting Firm of Plante &
Moran, PLLC, dated March 30, 2010, included in the Stockholder Report, are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There are no changes in or disagreements with accountants on accounting and financial
disclosure.
Item 9A(T). Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the
Corporations disclosure controls and procedures (as defined in Section 13a-15(e) of the Securities
Exchange Act of 1934 (the Exchange Act)) as of December 31, 2009, was carried out under the
supervision and with the participation of the Corporations Chief Executive Officer, Principal
Financial Officer and several other members of the Corporations senior management. The
Corporations Chief Executive Officer and Principal Financial Officer concluded that the
Corporations disclosure controls and procedures as currently in effect are effective in ensuring
that the information required to be disclosed by the Corporation in the reports it files or submits
under the Exchange Act is (i) accumulated and communicated to the Corporations management
(including the Chief Executive Officer and Principal Financial Officer) in a timely manner, and
(ii) recorded, processed, summarized and reported within the time periods specified in the SECs
rules and forms.
13
The Corporation intends to continually review and evaluate the design and effectiveness of its
disclosure controls and procedures and to improve its controls and procedures over time and to
correct any deficiencies that it may discover in the future. The goal is to ensure that senior
management has timely access to all material non-financial information concerning the Corporations
business. While the Corporation believes the present design of its disclosure controls and
procedures is effective to achieve its goal, future events affecting its business may cause the
Corporation to modify its disclosure controls and procedures.
(b) Managements Report on Internal Control Over Financial Reporting: Management of
Community Central Bank Corporation and its subsidiary (the Corporation) is responsible for
establishing and maintaining an effective system of internal control over financial reporting. The
Corporations system of internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
There are inherent liabilities in the effectiveness of any system of internal control over
financial reporting, including the possibility of human error and circumvention or overriding of
controls. Accordingly, even an effective system of internal control over financial reporting can
provide only reasonable assurance with respect to financial statement preparation. Projections of
any evaluation of effectiveness to future periods are subject to the risks that controls may become
inadequate because of changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Management assessed the Corporations systems of internal control over financial reporting as
of December 31, 2009. This assessment was based on criteria for effective internal control over
financial reporting described in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment, management
believes that, as of December 31, 2009, the Corporation maintained effective internal control over
financial reporting based on those criteria.
This annual report does not include an attestation report of the Corporations registered
public accounting firm regarding internal control over financial reporting. Managements report
was not subject to attestation by the Corporations registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the Corporation to provide
only managements report in this annual report.
(c) Changes in Internal Control Over Financial Reporting: There have been no changes
in our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that
occurred during the quarter ended December 31, 2009, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors. The information presented under the caption Election of Directors Information
about Directors and Nominees as Directors in the Proxy Statement of the Corporation for its Annual
Meeting of Stockholders to be held on May 18, 2010, (the Proxy Statement), a copy of which will
be filed with the Securities and Exchange Commission not later than 120 day after the fiscal year
end covered by this Form 10-K, is incorporated herein by reference.
Executive Officers. Information concerning Executive Officers of the Corporation is presented
under the caption Executive Officers in Part I of this Form 10-K and is incorporated herein by
reference.
Audit Committee and Audit Committee Financial Expert. Information concerning the
Corporations audit committee and audit committee financial expert is presented under the
caption Board Meetings, Board Committees and Corporate Governance Matters in the Proxy Statement
and is incorporated herein by reference.
14
Compliance with Section 16(a). Based solely on our review of copies of reports filed pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended or written representations from
persons required filing such reports, we believe that all filings required to be made were timely
made in accordance with the requirements of the Securities Exchange Act of 1934.
Code of Ethics. We have adopted a written Code of Business Conduct and Ethics that applies to
our principal executive officer, principal financial officer, principal accounting officer, and
persons performing similar functions, and to all of our other employees and our directors. A copy
of the Corporations Code of Business Conduct and Ethics was filed with the SEC as Exhibit 14 to
the Corporations Annual Report on Form 10-KSB for the year ended December 31, 2003 and is posted
on the shareholder relations section of our web site at www.communitycentralbank.com.
Item 11. Executive Compensation.
The information presented under the captions Executive Compensation, and Director
Compensation in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information presented under the caption Stock Ownership of Certain Beneficial Owners and
Management in the Proxy Statement is incorporated herein by reference.
The following table provides information as of December 31, 2009 with respect to shares of
Corporations common stock that may be issued under our existing equity compensation plans and
arrangements, which include the Corporations 1996 Employee Stock Option Plan, 1999 Stock Option
Plan for Directors, 2000 Employee Stock Option Plan and 2002 Incentive Plan, as amended. Each of
these plans has been approved by the Corporations stockholders and filed with the SEC. All
amounts in the table have been adjusted to reflect the effects of stock dividends paid by the
Corporation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
|
remaining available |
|
|
|
|
|
|
|
|
|
|
for future |
|
|
|
|
|
|
Weighted-average |
|
issuance under equity |
|
|
Number of securities to be |
|
exercise |
|
compensation plans. |
|
|
issued upon exercise of |
|
price of outstanding |
|
(excluding |
|
|
outstanding Option, |
|
options, warrants and |
|
securities reflected |
|
|
warrants and rights. |
|
rights. |
|
in column (a)). |
Plan Category |
|
(a) |
|
(b) |
|
(c) |
Equity Compensation plans approved by security holders |
|
|
351,487 |
|
|
$ |
6.99 |
|
|
|
18,467 |
(1) |
Equity compensation plans not approved by security holders |
|
None |
|
|
None |
|
|
None |
|
Total |
|
|
351,487 |
|
|
$ |
6.99 |
|
|
|
18,467 |
|
|
|
|
(1) |
|
All of these shares are available for future issuance as stock awards, as well as option
or stock appreciation right awards, under the 2002 Incentive Plan. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information presented under the captions Board Meetings, Board Committees and Corporate
Governance Matters and Certain Relationships and Related Transactions in the Proxy Statement is
incorporated herein by reference.
15
Item 14. Principal Accounting Fees and Services.
The information presented under the caption Selection of and Relationship with Independent
Auditor in the Proxy Statement is incorporated herein by reference.
Part IV
Item 15. Exhibits, Financial Statement Schedules
|
|
|
|
|
(a)(1)
|
|
Financial Statements. The following financial statements and reports of Independent
Registered Public Accounting Firm of Community Central Bank Corporation are filed as
part of this report: |
|
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm dated March 30, 2010 |
|
|
|
|
|
|
|
Consolidated Balance Sheet December 31, 2009 and 2008 |
|
|
|
|
|
|
|
Consolidated Statement of Income for each of the three years in the period ended
December 31, 2009 |
|
|
|
|
|
|
|
Consolidated Statement of Comprehensive Income for each of the three years in
the period ended December 31, 2009 |
|
|
|
|
|
|
|
Consolidated Statements of Changes in Stockholders Equity for each of the three
years in the period ended December 31, 2009 |
|
|
|
|
|
|
|
Consolidated Statement of Cash Flow for each of the three years in the period
ended December 31, 2009 |
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements, the financial statements, the notes
to financial statements, and the report of independent registered public
accounting firm listed above are incorporated by reference in Item 8 of this
report. |
|
|
|
|
|
(a)(2)
|
|
Financial Statement Schedules |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
(a)(3)
|
|
See Exhibits below |
(b) Exhibits
The exhibits to this report on Form 10-K are listed below.
|
|
|
|
|
3.1
|
|
Articles of Incorporation are incorporated by reference to Exhibit 3.1 of the
Corporations Registration Statement on Form SB-2 (SEC File No. 333-04113). |
|
|
|
|
|
3.2
|
|
Bylaws, as amended, of the Corporation are incorporated by reference to Exhibit
3 of the Corporations Current Report on Form 8-Kfiled on September 19, 2007 (SEC File
No. 000-33373). |
|
|
|
|
|
4.1
|
|
Specimen stock certificate of Community Central Bank Corporation is
incorporated by reference to Exhibit 4.2 of the Corporations Registration
Statement on Form SB-2 (SEC File No. 333-04113). |
|
|
|
|
|
4.2
|
|
Certificate of Designation of Community Central Bank Corporation filed
on December 30, 2008 with the State of Michigan designating the preferences,
limitations, voting powers and relative rights of the Series A Preferred Stock,
is incorporated by reference to Exhibit 4.1 of the Corporations Current Report
on Form 8-K filed on January 6, 2009 (SEC File No. 000-33373). |
|
|
|
|
|
4.3
|
|
Certificate of Designation of Community Central Bank Corporation filed
on October 2, 2009 with the State of Michigan designating the preferences,
limitations, voting powers and relative rights of the Series B Preferred Stock,
is incorporated by reference to Exhibit 4.1 of the Corporations Current Report
on Form 8-K filed on October 5, 2009 (SEC File No. 000-33373). |
16
|
|
|
|
|
4.4
|
|
Form of Warrant Agreement issued in connection with the sale of the
Corporation Series B Preferred Stock, is incorporated by reference to
Exhibit 4.4 of the Corporations Quarterly Report on Form 10-Q for the quarter
ended September 30, 2009 (SEC File No. 000-33373). |
|
|
|
|
|
4.5
|
|
Certificate of Designation of Community Central Bank Corporation filed
on January 15, 2010 with the State of Michigan designating the preferences,
limitations, voting powers and relative rights of the Series C Preferred Stock,
is incorporated by reference to Exhibit 4.1 of the Corporations Current Report
on Form 8-K filed on October 5, 2009 (SEC File No. 000-33373). |
|
|
|
|
|
10.1
|
|
1996 Employee Stock Option Plan is incorporated by reference to Exhibit 10.1 of
the Corporations Registration Statement on Form SB-2 (SEC File No. 333-04113). |
|
|
|
|
|
10.2
|
|
2000 Employee Stock Option Plan is incorporated by reference to Exhibit 10.6 of
the Corporations Annual Report on Form 10-KSB for the year ended December 31, 2000
(SEC File No. 000-33373). |
|
|
|
|
|
10.3
|
|
2002 Incentive Plan is incorporated by reference to Exhibit 10.7 of the
Corporations Annual Report on Form 10-KSB for the year ended December 31, 2001 (SEC
File No. 000-33373). |
|
|
|
|
|
10.4
|
|
Community Central Bank Supplemental Executive Retirement Plan, as amended, and
Individual Participant Agreements are incorporated by reference to Exhibit 10.6 of the
Corporations Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File
No. 000-33373). |
|
|
|
|
|
10.5
|
|
Community Central Bank Death Benefit Plan, as amended, is incorporated by
reference to Exhibit 10.7 of the Corporations Annual Report on Form 10-K for the year
ended December 31, 2006 (SEC File No. 000-33373). |
|
|
|
|
|
10.6
|
|
Form of Incentive Stock Option Agreement incorporated by reference to Exhibit
99.1 of the Corporations Current Report on Form 8-K filed on March 25, 2005. (SEC
File No. 000-33373) |
|
|
|
|
|
10.7
|
|
Form of Non-qualified Stock Option Agreement incorporated by reference to
Exhibit 99.1 of the Corporations Current Report on Form 8-K filed on January 17, 2006.
(SEC File No. 000-33373) |
|
|
|
|
|
10.8
|
|
Summary of Current Director Fee Arrangements is incorporated by reference to
Exhibit 10.10 of the Corporations Annual Report on Form 10-KSB for the year ended
December 31, 2004. (SEC File No. 000-33373) |
|
|
|
|
|
11
|
|
Computation of Per Share Earnings |
|
|
|
|
|
13
|
|
2009 Stockholder Report (Except for the portions of the 2009 Stockholder Report
that are expressly incorporated by reference in this Annual Report on Form 10-K, the
2009 Stockholder Report of the Corporation shall not be deemed filed as a part hereof.) |
|
|
|
|
|
14
|
|
Code of Business Conduct and Ethics is incorporated by reference to Exhibit 14
of the Corporations Form 10-KSB for the year ended December 31, 2003 (SEC File No.
000-33373). |
|
|
|
|
|
21
|
|
List of subsidiaries of the Corporation |
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
|
|
31.1
|
|
Rule 13a 14(a) Certification (Chief Executive Officer) |
|
|
|
|
|
31.2
|
|
Rule 13a 14(a) Certification (Chief Financial Officer) |
|
|
|
|
|
32
|
|
Rule 1350 Certifications |
17
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on March 30, 2010:
|
|
|
|
|
|
COMMUNITY CENTRAL BANK CORPORATION |
|
|
|
/S/ DAVID A. WIDLAK |
|
David A. Widlak; President and
Chief Executive Officer
(Duly authorized officer)
|
|
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 indicated
on March 30, 2010:
|
|
|
|
/S/ GEBRAN S. ANTON
|
|
/S/ JAMES T. MESTDAGH |
|
|
|
|
|
Gebran S. Anton; Director
|
|
James T. Mestdagh; Director |
|
|
|
|
|
/S/ SALVATORE COTTONE
|
|
/S/ DEAN S. PETITPREN |
|
|
|
|
|
Salvatore Cottone; Director
|
|
Dean S. Petitpren; Chairman Director |
|
|
|
|
|
/S/ CELESTINA GILES
|
|
/S/ JOHN W. STROH, III |
|
|
|
|
|
Celestina Giles; Director
|
|
John W. Stroh, III; Director |
|
|
|
|
|
/S/ JOSEPH F. JEANNETTE
|
|
/S/ DAVID E. WEBER |
|
|
|
|
|
Joseph F. Jeannette; Director
|
|
David E. Weber; Director |
|
|
|
|
|
/S/ RAY T. COLONIUS
|
|
/S/ DAVID A. WIDLAK |
|
|
|
|
|
Ray T. Colonius, EVP & CFO
(principal financial and accounting officer)
|
|
David A. Widlak; President and CEO and Director
(principal executive officer) |
|
18
EXHIBIT INDEX
|
|
|
EXHIBIT NUMBER |
|
EXHIBIT DESCRIPTION |
11
|
|
Computation of Per Share Earnings |
|
|
|
13
|
|
2009 Stockholder Report. Except for the portions of the 2009 Stockholder
Report that are expressly incorporated by reference in this Annual Report on Form 10-K,
the 2009 Stockholder Report of the Corporation shall not be deemed filed as a part
hereof. |
|
|
|
21
|
|
List of subsidiaries of the Corporation |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
31.1
|
|
Rule 13a 14(a) Certification (Chief Executive Officer) |
|
|
|
31.2
|
|
Rule 13a 14(a) Certification (Chief Financial Officer) |
|
|
|
32
|
|
Rule 1350 Certification |
19