e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
(Exact name of small business issuer as specified in its charter)
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Michigan
(State or other jurisdiction of incorporation or organization)
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38-3291744
(IRS Employer Identification No.) |
100 North Main Street, PO Box 7, Mount Clemens, MI 48046-0007
(Address of principal executive offices and zip code)
(586) 783-4500
(Issuers telephone number)
Indicate by check mark whether the registrant (1) 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.
o Yes þ No
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 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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date:
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Class
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Outstanding at May 17, 2010 |
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Common Stock
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3,737,181 Shares |
TABLE OF CONTENTS
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
PART I
Item 1. Financial Statements
Consolidated Balance Sheet
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March 31, |
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December 31, |
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2010 |
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2009 |
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(Unaudited) |
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(In thousands) |
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Assets |
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Cash and due from banks |
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$ |
41,765 |
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$ |
33,115 |
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Federal funds sold |
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26,212 |
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1,048 |
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Cash and Cash Equivalents |
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67,977 |
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34,163 |
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Securities available for sale, at fair value |
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49,162 |
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65,903 |
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Securities held to maturity, at amortized cost |
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3,681 |
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3,467 |
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FHLB stock |
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5,877 |
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5,877 |
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Residential mortgage loans held for sale |
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3,801 |
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3,497 |
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Loans |
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Commercial real estate |
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276,857 |
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273,578 |
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Commercial and industrial |
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44,535 |
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48,782 |
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Residential real estate |
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49,792 |
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51,101 |
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Home equity lines of credit |
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21,647 |
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21,889 |
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Consumer loans |
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6,742 |
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6,961 |
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Credit card loans |
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771 |
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856 |
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Total Loans |
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400,344 |
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403,167 |
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Allowance for credit losses |
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(14,508 |
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(12,957 |
) |
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Net Loans |
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385,836 |
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390,210 |
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Net property and equipment |
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8,962 |
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9,106 |
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Accrued interest receivable |
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1,990 |
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1,878 |
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Other real estate |
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8,597 |
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9,300 |
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Goodwill |
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638 |
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638 |
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Intangible assets, net of amortization |
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51 |
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57 |
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Cash surrender value of Bank Owned Life Insurance |
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11,364 |
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11,285 |
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Other assets |
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7,783 |
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8,465 |
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Total Assets |
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$ |
555,719 |
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$ |
543,846 |
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(continued)
1
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Balance Sheet
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March 31, |
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December 31, |
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2010 |
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2009 |
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(Unaudited) |
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(In thousands) |
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Liabilities |
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Deposits |
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Noninterest bearing demand deposits |
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$ |
52,984 |
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$ |
45,716 |
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NOW and money market accounts |
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41,647 |
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41,872 |
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Savings deposits |
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9,138 |
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8,800 |
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Time deposits |
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322,446 |
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304,743 |
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Total Deposits |
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426,215 |
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401,131 |
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Repurchase agreements |
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36,407 |
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41,106 |
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Federal Home Loan Bank advances |
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65,700 |
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65,700 |
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Accrued interest payable |
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514 |
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618 |
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Other liabilities |
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3,263 |
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2,937 |
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Subordinated debentures at fair value option |
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7,865 |
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8,366 |
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Total Liabilities |
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539,964 |
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519,858 |
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Stockholders Equity |
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Preferred stock (1,000,000 $1,000 par value shares authorized
and 7,775 shares and 7,265 shares issued and outstanding
at March 31, 2010 and December 31, 2009, respectively.) |
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7,645 |
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7,146 |
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Common stock (No par value; 9,000,000 shares
authorized, and 3,737,181 outstanding at March 31, 2010
and December 31, 2009) |
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32,242 |
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32,214 |
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Accumulated deficit |
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(24,360 |
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(15,536 |
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Accumulated other comprehensive income |
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228 |
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164 |
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Total Stockholders Equity |
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15,755 |
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23,988 |
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Total Liabilities and Stockholders Equity |
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$ |
555,719 |
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$ |
543,846 |
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2
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Statements of Income
(Unaudited)
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Three Months Ended |
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March 31, |
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2010 |
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2009 |
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(In thousands, except per share data) |
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Interest Income |
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Loans (including fees) |
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$ |
5,869 |
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$ |
6,260 |
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Taxable securities |
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498 |
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938 |
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Tax exempt securities |
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15 |
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114 |
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Federal funds sold |
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22 |
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6 |
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Total Interest Income |
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6,404 |
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7,318 |
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Interest Expense |
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NOW and money market accounts |
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66 |
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84 |
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Savings deposits |
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14 |
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17 |
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Time deposits |
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2,264 |
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2,652 |
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Repurchase agreements and fed funds purchased |
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296 |
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317 |
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Federal Home Loan Bank advances |
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772 |
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1,138 |
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Subordinated debentures |
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311 |
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302 |
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Total interest expense |
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3,723 |
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4,510 |
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Net Interest Income |
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2,681 |
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2,808 |
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Provision for Credit Losses |
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8,200 |
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2,550 |
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Net Interest Income after Provision for Credit Losses |
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(5,519 |
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258 |
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Noninterest Income |
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Fiduciary income |
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66 |
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83 |
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Deposit service charges |
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91 |
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95 |
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Net realized security gain |
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78 |
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128 |
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Change in fair value of assets/liabilities carried at
fair value under SFAS 159 |
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501 |
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232 |
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Mortgage banking income |
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704 |
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471 |
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Other income |
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378 |
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205 |
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Total noninterest income |
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1,818 |
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1,214 |
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Noninterest Expense |
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Salaries, benefits and payroll taxes |
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2,234 |
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1,932 |
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Net occupancy expense |
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458 |
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463 |
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Other operating expense |
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2,295 |
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1,479 |
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Total noninterest expense |
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4,987 |
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3,874 |
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(Loss) Before Taxes |
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(8,688 |
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(2,402 |
) |
Provision for Income Tax (Benefit) Expense |
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(858 |
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Net (loss) |
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$ |
(8,688 |
) |
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$ |
(1,544 |
) |
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Dividends declared on preferred shares |
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136 |
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50 |
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Net (loss) available on common shares |
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$ |
(8,824 |
) |
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$ |
(1,594 |
) |
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Per share data: |
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Basic earnings (loss) |
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$ |
(2.36 |
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$ |
(0.43 |
) |
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Diluted earnings (loss) |
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$ |
(2.36 |
) |
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$ |
(0.43 |
) |
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Cash dividends per common share |
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$ |
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$ |
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3
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Statements of Comprehensive Income
(Unaudited)
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Three Months Ended |
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March 31, |
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2010 |
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2009 |
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(In thousands) |
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Net Loss as Reported |
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($8,688 |
) |
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($1,544 |
) |
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Other Comprehensive Income, Net of Tax |
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Change in unrealized net gain on securities
available for sale |
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64 |
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191 |
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Comprehensive Loss |
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($8,624 |
) |
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($1,353 |
) |
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4
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Statements of Cash Flow
(Unaudited)
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Three Months Ended March 31, |
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2010 |
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2009 |
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(In thousands) |
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Operating Activities |
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Net Loss |
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($8,688 |
) |
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($1,544 |
) |
Adjustments to reconcile net loss to net cash flow from operating activities: |
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Net amortization of security premium |
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(235 |
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33 |
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Net gain on available for sale securities |
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(78 |
) |
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(128 |
) |
Net gain on instruments at fair value |
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(501 |
) |
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(232 |
) |
Provision for credit losses |
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8,200 |
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2,550 |
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Depreciation expense (benefit) |
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(175 |
) |
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163 |
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Deferred income tax benefit |
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(769 |
) |
Fair value of employee stock option expense |
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28 |
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|
20 |
|
Decrease (increase) in accrued interest receivable |
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(112 |
) |
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|
190 |
|
(Increase) decrease in other assets |
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(2,874 |
) |
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|
3,454 |
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(Decrease) in accrued interest payable |
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(104 |
) |
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|
(423 |
) |
Increase (decrease) in other liabilities |
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326 |
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(1,040 |
) |
(Increase) in loans sold held for sale |
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(304 |
) |
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(7,571 |
) |
(Increase) decrease in other real estate |
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703 |
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(606 |
) |
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Net Cash Used in Operating Activities |
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(3,814 |
) |
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(5,903 |
) |
Investing Activities |
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Sales, maturities, calls and prepayments of securities available for sale |
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20,889 |
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|
30,931 |
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Purchases of securities available for sale |
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(3,985 |
) |
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(23,397 |
) |
Maturities, calls, sales and prepayments of trading securities |
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17,463 |
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Transfer and purchase of trading securities |
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(1,737 |
) |
Maturities, calls, and prepayments of held to maturity securities |
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|
33 |
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|
27 |
|
Purchases of held to maturity securities |
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(336 |
) |
Increase in loans |
|
|
(26 |
) |
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|
(16,615 |
) |
Purchases of property and equipment |
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(31 |
) |
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(50 |
) |
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Net Cash Provided by Investing Activities |
|
|
16,880 |
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|
6,286 |
|
Financing Activities |
|
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|
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|
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|
Net increase in demand and savings deposits |
|
|
7,381 |
|
|
|
11,449 |
|
Net (decrease) increase in time deposits |
|
|
17,703 |
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|
|
(1,125 |
) |
Net decrease in short term borrowings |
|
|
(4,699 |
) |
|
|
(2,094 |
) |
FHLB advance repayments |
|
|
|
|
|
|
(5,500 |
) |
Preferred Stock Issuance |
|
|
499 |
|
|
|
500 |
|
Preferred Stock dividend paid |
|
|
(136 |
) |
|
|
(49 |
) |
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|
|
|
Net Cash Provided by Financing Activities |
|
|
20,748 |
|
|
|
3,181 |
|
|
|
|
|
|
|
|
|
|
Increase in Cash and Cash Equivalents |
|
|
33,814 |
|
|
|
3,564 |
|
Cash and Cash Equivalents at the Beginning of the Period |
|
|
34,163 |
|
|
|
16,162 |
|
|
|
|
|
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|
|
Cash and Cash Equivalents at the End of the Period |
|
$ |
67,977 |
|
|
$ |
19,726 |
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Supplemental Disclosure of Cash Flow Information |
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Interest paid |
|
$ |
3,827 |
|
|
$ |
4,933 |
|
Federal Taxes Paid |
|
|
|
|
|
|
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|
Loans transferred to other real estate owned |
|
$ |
524 |
|
|
$ |
606 |
|
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|
5
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
1. The financial statements of Community Central Bank Corporation (the Corporation) include the
consolidation of its wholly-owned subsidiaries: Community Central Bank (the Bank) and Community
Central Mortgage Company, LLC (the Mortgage Company).
The Corporations Consolidated Balance Sheets are presented as of March 31, 2010 and December 31,
2009, and Consolidated Statements of Income and Comprehensive Income for the three month periods
ended March 31, 2010 and 2009, and Consolidated Statements of Cash Flow for the three months ended
March 31, 2010 and 2009. These unaudited financial statements are for interim periods and do not
include all disclosures normally provided with annual financial statements. The interim statements
should be read in conjunction with the financial statements and footnotes contained in the
Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
In the opinion of management, the interim statements referred to above contain all adjustments
(consisting of normal, recurring items) necessary for a fair presentation of the financial
statements. The results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year.
New Accounting Pronouncements:
2. The accounting and reporting policies of the Corporation conform to accounting principles
generally accepted in the United States of America and general practices within the banking
industry. The following describes the critical accounting policies employed in the preparation of
financial statements.
Allowance for Loan Losses: The allowance for loan losses is maintained at a level considered by
management to be adequate to absorb losses inherent in existing loans and loan commitments. The
adequacy of the allowance is based on evaluations that take into consideration such factors as
prior loss experience, changes in the nature and volume of the portfolio, overall portfolio
quality, loan concentrations, specific impaired or problem loans and commitments, current economic
conditions that may affect the borrowers ability to pay and other subjective factors. The
determination of the allowance is also based on regulatory guidance. This guidance includes, but
is not limited to, generally accepted accounting principles and guidance issued from other
regulatory bodies, such as the joint policy statement issued by the Federal Financial Institutions
Examination Council.
Income Taxes: Income tax expense is the sum of the current year income tax due or refundable and
the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the
expected future tax consequences of temporary differences between the carrying amounts and tax
bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if
needed, reduces deferred tax assets to the amount expected to be realized.
We recognize a tax position as a benefit only if it is more likely than not that the tax position
would be sustained in a tax examination, with a tax examination being presumed to occur. The
amount recognized is the largest amount of tax benefit that is greater than 50% likely of being
realized on examination. For tax positions not meeting the more likely than not test, no tax
benefit is recorded. We recognize interest and/or penalties related to income tax matters in
income tax expense.
The realization of deferred tax assets (net of a recorded valuation allowance) is largely dependent
upon future taxable income, future reversals of existing taxable temporary differences and the
ability to carry back losses to available tax years. In assessing the need for a valuation
allowance, we consider all positive and negative evidence, including taxable income in carry back
years, scheduled reversals of deferred tax liabilities, expected future taxable income and tax
planning strategies.
3. On February 13, 2007, Community Central Bank Corporation issued $18.0 million aggregate
liquidation amount of cumulative trust preferred securities through Community Central Capital Trust
II, a statutory trust formed by the Corporation for the purpose of issuing the securities (the
Trust II Securities). The Trust II securities bear a fixed distribution rate of 6.71% per annum
through March 6, 2017, and thereafter will bear a floating distribution rate equal to 90-day LIBOR
plus 1.65%. The Trust II Securities are redeemable at the Corporations option, in whole or in
part, at par beginning March 6, 2017, and if not sooner redeemed mature on March 6, 2037. The
Trust II Securities were sold in a private transaction exempt from registration under the
Securities Act of 1933, as amended.
6
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
4. The Corporation utilizes fair value measurements to record fair value adjustments to certain
assets and liabilities and to determine fair value disclosures. Additionally, from time to time,
the Corporation may be required to record at fair value other assets on a nonrecurring basis, such
as loans held for sale, loans held for investment and certain other assets. These nonrecurring
fair value adjustments typically involve application of lower of cost or market accounting or
write-downs of individual assets.
Fair Value Hierarchy
Under ASC 820, Fair Value Measurements, the Corporation groups assets and liabilities at fair value
in three levels, based on the markets in which the assets and liabilities are traded and the
reliability of the assumptions used to determine fair value. These levels are:
Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted
prices for identical or similar instruments in markets that are not active, and model-based
valuation techniques for which all significant assumptions are observable in the market.
Level 3 Valuation contains unobservable input(s) and is used to the extent observable inputs are
not available, thereby allowing for situations in which there is little, if any, market activity.
Level 3 instruments typically include, in addition to unobservable or Level 3 components,
observable components.
Management has elected the fair value option for the following reasons for each of the eligible
items or group of similar eligible items.
Investment Securities:
In the first quarter of 2009, the Corporation elected to sell substantially all of the investment
securities recorded as trading securities, and to unwind the hedging interest rate swap position
with the counterparty which resulted in realizing a combined net loss of $400,000 in 2009. This was
based on managements determination that the combination of the securities and interest rate swap
would no longer provide a benefit to the Corporation in the current historically low interest rate
environment. The Corporation had held the securities and interest rate swap for an extended amount
of time under ASC 825, Financial Instruments, the Fair Value Option.
Subordinated Debentures:
Management elected the fair value option for its subordinated debenture. Management considers the
subordinated debenture a critical component for future growth and wished to utilize interest rate
swaps at that point in time to hedge the risk of this longer term liability. Management elected
the fair value option accounting treatment for interest rate swaps because it was less complex than
alternative methods and therefore suitable for a community bank with limited resources. Management
has elected the fair value option on the subordinated debenture which was issued on February 13,
2007 for $18.6 million. Additionally, an interest rate swap for a like kind notional value was
secured, in part, to reduce any volatility associated with the recognition of the fair value option
under ASC 825, Financial Instruments, the Fair Value Option. Under the interest rate swap, the
Corporation has agreed to receive a fixed rate of 6.71% and pay Libor plus 170 basis points. The
debenture carries an interest rate fixed for 10 years at 6.71%, and was originally based on a ten
year treasury interest rate swap of 5.06%, plus 165 basis points and was, prior to the settlement
of the interest rate swap, hedging market fluctuations. In the first quarter of 2009, the
Corporation elected to unwind the interest rate swap position with the counterparty which resulted
in realizing $3.3 million, which represented substantially all of the unrealized gains which had
been recorded as noninterest income, under the fair value option through December 31, 2008. This
was based on managements determination that the interest rate swap would no longer provide a
benefit to the Corporation.
Management has the intent to utilize the fair value option on selected financial assets and
liabilities on a go forward basis.
The valuations of the instruments measured under ASC 820, Fair Value Measurements, for 2007 were
measured under a market approach using matrix pricing investment for investment securities and the
income approach using observable data for the liabilities reported under ASC 825, Financial
Instruments, Fair Value Option. The inputs were observable
7
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
for the asset and liability yields on commonly quoted intervals based on similar assets and
liabilities for level 2 instruments. Community Central Bank Corporation does not have a credit
rating through any major credit research credit rating facility. The Trust Preferred Market from
which a basis for pricing on the subordinated debenture is arrived at is reflective of changes in
the commercial banking environment. The determination of fair value of the subordinated debenture
is considered by management to be reflective of the current assessments as to the market for fixed
rate trust preferred and subordinated debentures of similar duration and characteristics. During
several quarterly periods, the trust preferred market reflected only a small base of participants
in the market place. The disarray in the credit markets contributed to the lack of market
transactions in this financial instrument. Under ASC 820, Fair Value Measurements and Disclosures,
management evaluated factors to determine whether there has been a significant decrease in volume
of activity for the liability compared to normal market activity. Based on the factors observable
to management contained in ASC 820, Fair Value Measurements and Disclosures, management concluded
that quoted prices may not be determinative of fair value. Management also evaluated the
circumstances to determine whether the issuance of subordinated debentures and trust preferred
securities was orderly based on the weight of evidence available. Based on the factors contained in
ASC 820, Fair Value Measurements and Disclosures, management concluded the market for bank
subordinated debentures and trust preferred securities was not orderly. Management has used all
observable data available, including the market data for subordinated debentures and trust
preferred securities traded as assets, to obtain additional observable information. The inputs and
valuation techniques used by management to determine fair value included pricing models for like
type financial instruments priced to a yield to maturity of that instrument. Management uses market
surveys for like type instruments in aiding the valuation process. Management also considers market
data for the issuance of subordinated debentures in evaluating the appropriate fair value of the
instrument. Multiple inputs are used in the valuation process including assumptions on credit
spreads, projected yield curves and other modeling techniques used in pricing financial instruments
to determine the fair value after incorporating all known factors and adjustments which may be
significant. A determination was made, based upon the significance of unobservable parameters as of
March 31, 2010 to the overall fair value measurement, to continue to report the subordinated
debentures under level 3 significant unobservable inputs. In addition to the unobservable
components, or level 3 components, observable components that can be validated to external sources
are part of the validation methodology. The net change in fair value associated with all
instruments recorded under ASC 825, Financial Instruments, Fair Value Option, totaled $501,000 for
the first three months of 2010, versus $232,000 for the first three months of 2009. The increase
was primarily related to larger gains recorded in the fair market value of the subordinated
debenture connected with the issuance of trust preferred securities.
The dramatic widening of market credit spreads for this instrument favorably impacted the relative
fair value of this financial liability. Changes in credit spreads are not easily predictable and
may cause adverse changes in the fair value of this instrument and a possible loss of income in the
future.
Securities Available for Sale, at Fair Value:
The fair values of securities available for sale are determined by matrix pricing, which is a
mathematical technique widely used in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying on the securities
relationship to other benchmark quoted securities (level 2 inputs).
8
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The table below contains the fair value measurement at March 31, 2010 using the identified
valuations and the changes in fair value for the three month period ended March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
three months ended | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
|
|
|
|
|
Fair Value Measurement at |
|
|
|
|
|
|
measured at fair value |
|
|
|
|
|
|
|
March 31, 2010 |
|
|
|
|
|
|
pursuant to election of |
|
|
|
|
|
|
|
Significant Other |
|
|
Significant |
|
|
the fair value option |
|
|
|
Fair Value |
|
|
Observable |
|
|
Unobservable |
|
|
Other Gains or Losses in |
|
|
|
Measurements |
|
|
Inputs |
|
|
Inputs |
|
|
noninterest income |
|
Description |
|
3/31/2010 |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
pretax income |
|
|
|
|
|
|
|
(In thousands of dollars) |
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
$ |
49,162 |
|
|
$ |
49,162 |
|
|
$ |
|
|
|
$ |
|
|
Subordinated Debentures |
|
|
7,865 |
|
|
|
|
|
|
|
7,865 |
|
|
|
501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
|
|
|
|
|
Fair Value Measurement at |
|
|
|
|
|
|
measured at fair value |
|
|
|
|
|
|
|
March 31, 2009 |
|
|
|
|
|
|
pursuant to election of |
|
|
|
|
|
|
Significant Other |
|
|
Significant |
|
|
the fair value options |
|
|
|
Fair Value |
|
|
Observable |
|
|
Unobservable |
|
|
Other Gains or Losses in |
|
|
|
Measurements |
|
|
Inputs |
|
|
Inputs |
|
|
noninterest income |
|
Description |
|
3/31/2009 |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
pretax income |
|
|
|
|
|
|
|
(In thousands of dollars) |
|
|
|
|
|
|
|
|
|
Trading Securities |
|
$ |
1,737 |
|
|
$ |
1,737 |
|
|
$ |
|
|
|
$ |
(103 |
) |
Securities available for sale |
|
|
69,184 |
|
|
|
69,184 |
|
|
|
|
|
|
|
|
|
Interest rate swap hedging securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(75 |
) |
Subordinated Debentures |
|
|
12,022 |
|
|
|
|
|
|
|
12,022 |
|
|
|
735 |
|
Interest rate swap hedging
subordinated
debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(325 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and interest expense of the respective financial instruments have been
recorded in the consolidated statement of income based on the category of financial instrument.
9
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Changes in level 3 recurring fair value measurements
The tables below include a roll forward of the balance sheet amounts for the three month period
ended, March 31, 2010 and the twelve month period ended, December 31, 2009 (including the change in
fair value), for financial instruments classified by the Corporation within level 3 of the
valuation hierarchy. When a determination is made to classify a financial instrument within level
3, the determination is based upon the significance of the unobservable parameters to the overall
fair value measurement. However, level 3 financial instruments typically include, in addition to
the unobservable or level 3 components, observable components (that is, components that can be
validated to external sources); accordingly, the gains and losses in the table below include
changes in fair value due in part to observable factors that are part of the valuation methodology.
Also, the Corporation attempts to risk manage the observable components of level 3 financial
instruments using derivative positions that are classified within level 2 of the valuation
hierarchy; as these level 2 risk management instruments are not included below, the gains or losses
in the table do not reflect the effect of the Corporations risk management activities related to
such level 3 instruments.
Fair value measurements using significant unobservable inputs
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value related to |
|
|
|
|
|
|
|
Total realized / |
|
|
Purchases |
|
|
Transfers |
|
|
|
|
|
|
financial |
|
For the quarter ended |
|
Fair Value |
|
|
unrealized |
|
|
issuances |
|
|
in and / or |
|
|
Fair Value |
|
|
instruments held at |
|
March 31, 2010 |
|
January 1, 2010 |
|
|
gains / (losses) |
|
|
settlements, net |
|
|
out of Level 3 |
|
|
March 31, 2010 |
|
|
March 31, 2010 |
|
|
Subordinated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures |
|
$ |
8,366 |
|
|
$ |
501 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
7,865 |
|
|
$ |
501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value related to |
|
|
|
|
|
|
|
Total realized / |
|
|
Purchases |
|
|
Transfers |
|
|
|
|
|
|
financial |
|
For the year ended |
|
Fair Value |
|
|
unrealized |
|
|
issuances |
|
|
in and / or |
|
|
Fair Value |
|
|
instruments held at |
|
March 31, 2009 |
|
January 1, 2009 |
|
|
gains / (losses) |
|
|
settlements, net |
|
|
out of Level 3 |
|
|
March 31, 2009 |
|
|
March 31, 2009 |
|
|
Subordinated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures |
|
$ |
12,757 |
|
|
$ |
735 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
12,022 |
|
|
$ |
735 |
|
Assets Measured at Fair Value on a Nonrecurring Basis
Impaired Loans
The Corporation does not record loans at fair value on a recurring basis. However, from time to
time, a loan is considered impaired and an allowance for loan loss is established. Loans for which
it is probable that payment of interest and principal will not be made in accordance with the
contractual terms of the loan agreement are considered impaired. Once a loan is identified as
individually impaired, management measures impairment in accordance with ASC 310, Accounting by
Creditors for Impairment of a Loan. The fair value of impaired loans is estimated using primarily
collateral value. Those impaired loans not requiring an allowance represent loans for which the
fair value of the expected repayments or collateral exceed the recorded investments in such loans.
The fair value of the collateral is based on an observable market price, current appraised value
and managements estimates of collateral and other market conditions. Due to the lack of market
transactions, volatility in pricing and other factors, some of which may be unobservable, the
Corporation recorded the impaired loans as nonrecurring level 3.
10
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Other Real Estate Owned
Other real estate owned assets are adjusted to fair value upon transfer of the loans to foreclosed
assets. Subsequently, other real estate owned assets are carried at the lower of carrying value or
fair value. Fair value is based upon independent market prices, appraised values of the collateral
or managements estimation of the value of the collateral. The fair value of the collateral is
based on an observable market price, a current appraised value, or managements estimates. Due to
the lack of transactions, volatility in pricing and other factors, some of which may be
unobservable, the Corporation recorded other real estate owned as nonrecurring level 3.
The following table presents assets measured at fair value on a nonrecurring basis at March 31,
2010 and December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
|
Assets |
|
Date |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
Total Losses for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the quarter ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
36,699 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
36,699 |
|
|
$ |
4,968 |
|
Other real estate owned |
|
|
9,300 |
|
|
|
|
|
|
|
|
|
|
|
9,300 |
|
|
|
401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Losses for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the quarter ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
24,266 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
24,266 |
|
|
$ |
1,756 |
|
Other real estate owned |
|
|
3,379 |
|
|
|
|
|
|
|
|
|
|
|
3,379 |
|
|
|
253 |
|
11
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
In accordance with ASC 825, Financial Instruments, the carrying amounts and estimated fair
values of financial instruments at March 31, 2010 and December 31, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
|
|
Amount |
|
|
Fair Value |
|
|
Amount |
|
|
Fair Value |
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
67,977 |
|
|
$ |
67,977 |
|
|
$ |
34,163 |
|
|
$ |
34,163 |
|
Securities available for sale, at fair value |
|
|
49,162 |
|
|
|
49,162 |
|
|
|
76,552 |
|
|
|
76,552 |
|
Securities held to maturity, at amortized cost |
|
|
3,681 |
|
|
|
3,708 |
|
|
|
3,467 |
|
|
|
3,469 |
|
FHLB stock |
|
|
5,877 |
|
|
|
5,877 |
|
|
|
5,877 |
|
|
|
5,877 |
|
Residential mortgages held for sale |
|
|
3,801 |
|
|
|
3,801 |
|
|
|
3,497 |
|
|
|
3,497 |
|
Loans, net of allowance |
|
|
385,837 |
|
|
|
396,889 |
|
|
|
392,210 |
|
|
|
402,500 |
|
Accrued interest receivable |
|
|
1,990 |
|
|
|
1,990 |
|
|
|
1,878 |
|
|
|
1,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and savings deposits |
|
|
103,769 |
|
|
|
103,469 |
|
|
|
96,388 |
|
|
|
96,388 |
|
Time deposits |
|
|
322,446 |
|
|
|
328,837 |
|
|
|
304,743 |
|
|
|
311,102 |
|
Repurchase agreements |
|
|
36,407 |
|
|
|
36,407 |
|
|
|
41,106 |
|
|
|
41,106 |
|
Federal Home Loan Bank advances |
|
|
65,700 |
|
|
|
66,985 |
|
|
|
65,700 |
|
|
|
66,883 |
|
Accrued interest payable |
|
|
514 |
|
|
|
514 |
|
|
|
618 |
|
|
|
618 |
|
Subordinated debentures (a) |
|
|
7,865 |
|
|
|
7,865 |
|
|
|
8,366 |
|
|
|
8,366 |
|
|
|
|
(a) |
|
Carried at fair value ASC 825, Financial Instruments, The Fair Value Option for Financial
Assets and Liabilities, for the entire category. |
Fair values are based on quoted market prices for similar instruments or estimated using discounted
cash flow analysis. The discount rates used are estimated using comparable market rates for
similar types of instruments adjusted to be commensurate with the credit risk, overhead costs and
optionality of such instruments. Considerable judgment is inherently required to interpret market
data to develop the estimates of fair value. Accordingly, the estimates presented do not
necessarily represent amounts that the Corporation could realize in a current market exchange. The
following methods and assumptions were used to estimate the fair value of financial instruments:
Cash and cash equivalents: For these short-term instruments, the carrying amount is a reasonable
estimate of fair value.
Securities, Federal Home Loan Bank stock: The fair value of the security portfolio is based on
matrix pricing where similar securities are used to interpolate fair value of the subject
instruments and as such is considered a level 2 valuation. The carrying value of FHLB stock
approximates fair value based on their redemption provisions.
Loans: For variable rate loans with no significant change in credit risk since loan origination,
the carrying amount is a reasonable estimate of fair value. For all other loans, including fixed
rate loans, the fair value is estimated using a discounted cash flow analysis, using interest rates
currently offered on similar loans to borrowers with similar credit ratings and for the same
remaining maturities. The resulting value is reduced by an estimate of losses inherent in the
portfolio.
Residential mortgages held for sale: The estimated fair value of residential mortgages held for
sale is the carrying amount. The duration of the portfolio is typically within two weeks or less
and a commitment of sale has already occurred when the loans are funded.
12
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Deposits: The estimated fair value of demand deposits, certain money market deposits, and savings
deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity
time deposits is estimated using the rates currently offered for deposits of similar remaining
maturities.
Federal Home Loan Bank advances: The estimated fair value of Federal Home Loan Bank advances is
estimated using rates currently offered for funding sources of similar remaining maturities.
Repurchase agreements: The estimated fair value of short-term borrowings is the carrying amount,
since they mature the next day.
Accrued interest: Accrued interest receivable and payable are short-term in nature; therefore,
their carrying amount approximates fair value.
Subordinated debentures: Subordinated debentures are carried at fair value under ASC 825,
Financial Instruments, The Fair Value Option. (See Note 4 to the Consolidated Financial
Statements)
Commitments: The fair value of commitments is estimated using the fees currently charged to enter
into similar arrangements, taking into account the remaining terms of the agreements and the
present creditworthiness of the counterparties. The majority of commitments to extend credit and
letters of credit would result in loans with a market rate of interest if funded. The fair value
of these commitments is not material.
13
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Item 2. Managements Discussion and Analysis of Financial Conditions and Results of Operation
The following discussion compares the financial condition of the Corporation and its wholly owned
subsidiaries at March 31, 2010 and December 31, 2009 and the results of operations for the three
months ended March 31, 2010 and 2009. This discussion should be read in conjunction with the
financial statements and statistical data presented elsewhere in this report.
SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that 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 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.
EXECUTIVE SUMMARY
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 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 the Corporation earns on 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 the Corporation pays on our interest-bearing liabilities,
which are primarily deposits and borrowings. Management strives to match the repricing
14
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
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.
The results of our 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
the Banks customer base. The Bank has experienced increased delinquency levels and losses in its
loan portfolio, primarily with commercial real estate, residential developer loans within the
commercial real estate loan portfolio, with commercial and industrial loans, and with 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 the Corporation deploys earning assets. The competitive
environment among other financial institutions and financial service providers and the Bank in the
Macomb, Oakland, St. Clair and Wayne counties of Michigan may affect the pricing levels of various
loan and deposit products. The impact of competitive rates on deposit products may increase the
relative cost of funds for the Corporation 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 an $8.2 million provision for loan losses in the first
quarter of 2010. In addition, net charge-offs for the first quarter represented 6.70% 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 5.72% of total loans at March 31, 2010
compared to $22.9 million, or 5.68% at December 31, 2009. The allowance for loan losses at March
31, 2010 was $14.5 million, or 3.62% of total loans compared to $13.0 million, or 3.21% at December
31, 2009. In addition to the nonaccrual loans stated above, as of March 31, 2010, restructured
loans increased to $31.2 million from $20.4 million at December 31, 2009. 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 Management divisions. An ongoing effort to increase our
core deposits has resulted in a reduction in our cost of funds. During the first quarter of 2010,
our deposits increased $25.1 million. Brokered deposits decreased $16.2 million during the first
quarter. Although Federal Home Loan Bank (FHLB) advances remained unchanged during the first
quarter of 2010, we expect to continue to reduce outstanding advances as they mature, replacing
them with lower cost core deposit funding.
Quantitative measures established by regulation require the Corporation and the Bank to maintain
minimum amounts and ratios of Tier I capital and total capital (as defined in the regulations) to
risk-weighted assets. The Corporation and the Bank are also subject to a minimum Tier I leverage
ratio expressed as a percentage of quarterly average assets (as defined). The Corporation is
further subject to leverage ratios consisting of primary capital and total capital as a percentage
of assets at period end. The Corporation and the Bank are subject to regulatory capital
requirements administered by federal banking agencies. Capital adequacy guidelines and prompt
corrective action regulations involve quantitative measures of assets, liabilities, and certain
off-balance sheet items. Capital amounts and classifications are also subject to qualitative
judgments about components, risk weightings, and other factors in which the regulators can lower
classifications in certain cases. Failure to meet various capital requirements can initiate
regulatory action that could have a direct material effect on the financial statements. The prompt
corrective action regulations provide five classifications, including well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized,
although these terms are not used to represent the overall financial condition of the Corporation
or the Bank. As an undercapitalized Bank regulatory approval is required to accept or renew
brokered deposits. In addition, the Bank is subject to significant restrictions on capital
distributions, asset growth, acquisitions, new activities, new branches, and management fees. The
Bank is also required to file a written capital restoration plan with
the FDIC by June 14, 2010.
Management plans to
reduce total assets to help increase the capital ratios and thereby increase capital availability
for potential future provision expense. The total net interest income of the Corporation 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 the Corporation 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.
15
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
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.
Assets
At March 31, 2010, the Corporations total assets were $555.7 million, an increase of $11.9 million
or 2.18%, from December 31, 2009. The largest segment of asset increase for the first quarter
occurred in the cash and cash equivalents, which increased from $34.1 million to $68.0 million. The
available for sale securities portfolio decreased $16.8 million during the first quarter primarily
from mortgage backed security pay downs and sales. The Corporation has increased its short term
cash position in order to increase liquidity given the current economic uncertainties and the
regulatory prohibitions on our accepting or renewing brokered deposits given our undercapitalized
capital status. At March 31, 2010, $56.4 million in brokered time deposits will mature in twelve
months. At March 31, 2010, total net loans decreased $2.8 million.
Changes in the loan portfolio for the first quarter of 2010 were comprised of an increase in the
commercial real estate loan portfolio of $3.3 million, offset by decreases of $6.1 million in all
other categories of loans for the quarter ended March 31, 2010. The primary collateral on these
loans is commercial real estate, although other forms of collateral are also used to secure the
loans. We also typically obtain the personal guarantees of the borrowers. Commercial and
industrial loans at March 31, 2010 totaled $44.5 million, a decrease of $4.2 million or 8.71%, over
the quarter ended December 31, 2009. Commercial and industrial loans as a percentage of total
loans comprised 11.1%, a decrease from 12.1% of total loans at December 31, 2009. The Corporation
has historically had a lower percentage of commercial and industrial type loans compared to
commercial real estate loans as it concentrates its lending in the commercial real estate sector.
The residential mortgage loan portfolio totaled $49.8 million at March 31, 2010, a decrease of $1.3
million or 2.56%, from December 31, 2009. The Corporation continues to sell the residential
mortgage loans it originates as the yields available from these loans are relatively lower in
comparison to the commercial base. The Corporation does retain the servicing, allowing the
Corporation to retain customers and the related deposit base, coupled with our ability to offer the
customer other banking products. Adjustable rate loans represented $29.2 million, or 58.6%, of the
total residential mortgage loan portfolio at March 31, 2010. Residential mortgage loans are made
principally as an accommodation to our business banking customers. The residential ARM loans
reprice typically at 400 basis points over the one year Treasury rate. The home equity lines of
credit (HELOC) totaled $21.6 million, or 5.41% of total loans, at March 31, 2010, a decrease of
$242,000 from December 31, 2009. This portfolio product is tied to The Wall Street Journal prime
interest rate. These loans are secured by real estate and are currently originated with loan to
values (including all prior liens) up to 80% of the appraised value of the real estate. The
Corporation has significantly curtailed lending in this segment of the loan portfolio due to the
dramatic decline in real estate collateral values in southeastern Michigan and nationwide.
Consumer loans (excluding HELOCs and credit card loans) totaled $6.7 million at March 31, 2010, a
decrease of $219,000 from December 31, 2009, as management intentionally sought to reduce the
Corporations exposure in this portfolio. The largest portion of the consumer loan portfolio is
comprised of boat loans. The Corporations geographic proximity to Lake St. Clair and the lending
experience in this area have contributed to this segment of the portfolio. In 2005, the
Corporation offered less competitive interest rates on boat loans to reduce potential credit
exposure in this area. The current downturn in the local economy has adversely affected the
ability of borrowers to repay the outstanding loans. At March 31, 2010, boat loans comprised
approximately $5.5 million, or 81.9%, of the consumer loan portfolio
and 1.37% of total loans compared to $5.6 million, or 80.0%, of the consumer portfolio and 1.39% of
total loans at December 31, 2009.
16
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Mortgage loans held for sale totaled $3.8 million at March 31, 2010 compared to $3.5 million at
December 31, 2009. The mortgage loans were originated by the Banks mortgage subsidiary. Loans
closed generally remain in loans held for sale for less than 30 days. Loans are normally committed
for sale before funding takes place.
Additionally, the Corporation had approximately $162.0 million in outstanding loans at March 31,
2010, to borrowers in the real estate rental and properties management industries. Approximately
62% of all commercial real estate loans are owner occupied.
The major components of the loan portfolio are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Percentage |
|
|
December 31, |
|
|
Percentage |
|
|
Net |
|
|
Net |
|
|
|
2010 |
|
|
of total loans |
|
|
2009 |
|
|
of total loans |
|
|
Change |
|
|
Change % |
|
|
|
(In thousands, except percentages) |
|
Loans held for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate |
|
$ |
3,801 |
|
|
|
|
|
|
$ |
3,497 |
|
|
|
|
|
|
$ |
304 |
|
|
|
8.69 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held in the portfolio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
276,857 |
|
|
|
69.2 |
% |
|
$ |
273,578 |
|
|
|
67.9 |
% |
|
$ |
3,279 |
|
|
|
1.20 |
% |
Commercial and industrial |
|
|
44,535 |
|
|
|
11.1 |
% |
|
|
48,782 |
|
|
|
12.1 |
% |
|
$ |
(4,247 |
) |
|
|
(8.71 |
%) |
Residential real estate |
|
|
49,792 |
|
|
|
12.4 |
% |
|
|
51,101 |
|
|
|
12.7 |
% |
|
$ |
(1,309 |
) |
|
|
(2.56 |
%) |
Home equity lines |
|
|
21,647 |
|
|
|
5.4 |
% |
|
|
21,889 |
|
|
|
5.4 |
% |
|
$ |
(242 |
) |
|
|
(1.11 |
%) |
Consumer loans |
|
|
6,742 |
|
|
|
1.7 |
% |
|
|
6,961 |
|
|
|
1.7 |
% |
|
$ |
(219 |
) |
|
|
(3.15 |
%) |
Credit cards |
|
|
771 |
|
|
|
0.2 |
% |
|
|
856 |
|
|
|
0.2 |
% |
|
$ |
(85 |
) |
|
|
(9.93 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
400,344 |
|
|
|
100.0 |
% |
|
$ |
403,167 |
|
|
|
100.0 |
% |
|
$ |
(2,823 |
) |
|
|
-0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale totaled $49.2 million at March 31, 2010, a decrease of $16.7
million for the first three months of 2010. The Corporation continues to decrease the size of the
investment portfolio in an effort to provide liquidity for upcoming maturities of brokered time
deposits and reduce the total asset size of the Bank for capital considerations. Mortgage-backed
securities (MBS) decreased $9.4 million to $32.5 million at March 31, 2010, as a result of pay
downs and sales. The majority of the MBS portfolio comprises Government National Mortgage
Association (GNMA) securities which carry the full faith and credit of the United States
Government. Collateralized mortgage obligations (CMO) totaled $12.8 million at March 31, 2010, a
decrease of $5.8 million from December 31, 2009. This decrease resulted from paydowns received on
these securities. The majority of this portfolio also comprises GNMA securities. Municipal
securities in portfolio totaled $3.2 million at March 31, 2010, a decrease of $1.3 million from
December 31, 2009. The portfolio of municipal bonds was reduced for federal income tax
considerations through sales, maturities and calls.
At March 31, 2010, our available for sale securities portfolio had unrealized gain of $345,000 or
70 basis points of the total portfolio. The Corporation continues to decrease the size of the
securities portfolio in an effort to increase the Tier 1 leverage ratio of the Bank. The total net
realized gain from the sale of available for sale securities totaled $78,000 for the first quarter
of 2010 and was the result of portfolio restructuring activity.
The Corporation has less than one percent of the total investment portfolio in other than
government agency investments.
17
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table is a summary of our nonperforming loans, restructured loans, other real estate
owned and repossessed property.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Nonaccrual loans: |
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
14,905 |
|
|
$ |
16,020 |
|
Commercial and industrial |
|
|
2,288 |
|
|
|
584 |
|
Residential real estate |
|
|
4,906 |
|
|
|
5,673 |
|
Home equity lines |
|
|
288 |
|
|
|
219 |
|
Consumer loans |
|
|
445 |
|
|
|
378 |
|
Credit cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
22,832 |
|
|
|
22,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing loans delinquent more than 90 days: |
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
|
|
|
$ |
|
|
Commercial and industrial |
|
|
|
|
|
|
|
|
Residential real estate |
|
|
84 |
|
|
|
|
|
Home equity lines |
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
Credit cards |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
Total |
|
|
84 |
|
|
|
7 |
|
|
|
|
|
|
|
|
Total nonperforming loans |
|
$ |
22,916 |
|
|
$ |
22,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled debt restructured loans: |
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
29,603 |
|
|
$ |
20,341 |
|
Commercial and industrial |
|
|
83 |
|
|
|
83 |
|
Residential real estate |
|
|
1,483 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
31,169 |
|
|
|
20,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned: |
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
8,275 |
|
|
$ |
8,881 |
|
Residential real estate |
|
|
322 |
|
|
|
419 |
|
|
|
|
|
|
|
|
Total |
|
|
8,597 |
|
|
|
9,300 |
|
|
|
|
|
|
|
|
|
|
Other repossessed boats |
|
$ |
347 |
|
|
$ |
494 |
|
|
|
|
|
|
|
|
|
|
Total nonperforming loans to total loans |
|
|
5.72 |
% |
|
|
5.68 |
% |
Allowance for loan losses to nonperforming loans |
|
|
63.30 |
% |
|
|
56.62 |
% |
|
|
|
|
|
|
|
|
|
Nonperforming loans, consisting of nonaccruing loans and loans past due 90 days or more and
still accruing interest totaled $22.9 million, or 5.72% of total loans, at March 31, 2010 compared
to $22.9 million, or 5.68% of total loans, at
December 31, 2009. The total amount of new loans which entered into nonaccrual status, primarily
from delinquency, closely approximated the total amount of loans charged off during the first
quarter of 2010. In addition to the nonperforming loans stated above, as of March 31, 2010,
restructured loans increased to $31.2 million from $20.4 million at December 31, 2009. Of those
loans reported as troubled debt restructured loans, $31.2 million had delinquencies of less than 30
days. A total of $2.9 million of troubled debt restructurings are classified as nonaccrual loans
and reported in total nonaccrual loans for March 31, 2010.
18
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table shows an analysis of the allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Year Ended |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Balance at beginning of the period |
|
$ |
12,957 |
|
|
$ |
7,315 |
|
Charge-offs: |
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
5,000 |
|
|
|
7,257 |
|
Commercial and industrial |
|
|
586 |
|
|
|
1,205 |
|
Residential real estate |
|
|
928 |
|
|
|
486 |
|
Home equity lines |
|
|
61 |
|
|
|
538 |
|
Consumer loans |
|
|
195 |
|
|
|
237 |
|
Credit cards |
|
|
39 |
|
|
|
54 |
|
|
|
|
|
|
|
|
Total charge-offs |
|
|
6,809 |
|
|
|
9,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries: |
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
1 |
|
|
|
72 |
|
Commercial and industrial |
|
|
155 |
|
|
|
400 |
|
Residential real estate |
|
|
2 |
|
|
|
23 |
|
Home equity lines |
|
|
|
|
|
|
3 |
|
Consumer loans |
|
|
2 |
|
|
|
71 |
|
Credit cards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries |
|
|
160 |
|
|
|
569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs (recoveries) |
|
|
6,649 |
|
|
|
9,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision charged to earnings |
|
|
8,200 |
|
|
|
14,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period |
|
$ |
14,508 |
|
|
$ |
12,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of total portfolio loans |
|
|
3.62 |
% |
|
|
3.21 |
% |
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs during the
period to average loans during
the period (Annualized) |
|
|
6.70 |
% |
|
|
2.22 |
% |
The allowance for loan losses as a percentage of total loans increased to 3.62% at March 31,
2010, compared to 3.21% at December 31, 2009. The Corporation performs a detailed quarterly review
of the allowance for loan losses. The Corporation evaluates those loans classified as substandard,
under its internal risk rating system, on an individual basis for impairment. The level and
allocation of the allowance is determined primarily based on managements evaluation of collateral
value, less the cost of disposal, for loans reviewed in this category. The remainder of the total
loan portfolio is segmented into homogeneous loan pools with similar risk characteristics. The
primary risk element considered by management regarding each consumer and residential real estate
loan is lack of timely payment. Management has a reporting system that monitors past due loans and
has adopted policies to pursue its creditors rights in order to preserve the Banks position. The
primary risk elements concerning commercial and industrial loans and commercial real estate loans
are the financial condition of the borrower, the sufficiency of collateral, and lack of timely
payment. Management has a policy of requesting and reviewing annual financial statements from its
commercial loan customers and periodically reviews the existence of collateral and its value.
Liabilities
During the quarter ended March 31, 2010, total deposits increased $25.1 million to $426.2 million.
The increase in deposits was attributable to an increase in noninterest bearing demand deposit
accounts of $7.3 million and retail time deposits under $100,000 of $18.7 million. The increase was
offset by declines in time deposits over $100,000 as the Bank actively pursued reductions in
brokered time deposits which are included in the total. Total brokered time deposits decreased
$16.2 million during the first quarter of 2010, decreasing to $110.4 million from $126.6 million,
as the Bank replaced wholesale funding with organic growth in deposits. The Bank continues to
utilize strategies to reduce its level
19
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
of wholesale funding both in brokered time deposits and FHLB advances. The Bank experienced core
deposit growth in most deposit categories with all branches of the Bank posting deposit growth.
Noninterest bearing deposits, primarily business related checking accounts, increased $7.3 million,
or 15.9%, at March 31, 2010 compared to December 31, 2009. The continued growth in the Banks
branch base and a continued focused business development effort has helped increase this area of
the deposit base. The competitive rate environment amongst local financial institutions has made
the Bank decide in some cases not to raise the interest rate on the deposit product at the time,
frequency or level to match or exceed interest rates given by local financial institutions. The
Bank continues to see competitive deposit rates offered by local financial institutions within the
geographic proximity of the Bank, which could have the effect of increasing the cost of funds to a
level higher than management projects. While the Bank will continue its focus on generating local
deposits, it may be required to continue to use to a lesser extent, FHLB advances based on a
nationwide interest rate structure, typically at what is considered to be premium interest rates.
However, the local competition for certificate of deposit products has continued to be strong and
the Bank has found the wholesale funding strategy to often effectively compete with the rates
offered for similar term retail certificate of deposit products of local community and regional
banks. As new or renewed brokered deposits have become unavailable to the Bank, cash equivalents
and FHLB advances will be increasingly important as funding and liquidity options for the Bank.
The major components of deposits are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
of total |
|
|
December 31, |
|
|
of total |
|
|
Net |
|
|
Net |
|
|
|
2010 |
|
|
deposits |
|
|
2010 |
|
|
deposits |
|
|
Change |
|
|
Change % |
|
|
|
(In thousands, except percentages) |
|
Noninterest bearing demand |
|
$ |
52,984 |
|
|
|
12.4 |
% |
|
$ |
45,716 |
|
|
|
11.4 |
% |
|
$ |
7,268 |
|
|
|
15.90 |
% |
NOW accounts |
|
|
19,891 |
|
|
|
4.7 |
% |
|
|
17,059 |
|
|
|
4.3 |
% |
|
|
2,832 |
|
|
|
16.60 |
% |
Money market accounts |
|
|
21,756 |
|
|
|
5.1 |
% |
|
|
24,813 |
|
|
|
6.2 |
% |
|
|
(3,057 |
) |
|
|
(12.32 |
%) |
Savings deposits |
|
|
9,138 |
|
|
|
2.1 |
% |
|
|
8,800 |
|
|
|
2.2 |
% |
|
|
338 |
|
|
|
3.84 |
% |
Time deposits under $100,000 |
|
|
96,484 |
|
|
|
22.6 |
% |
|
|
77,769 |
|
|
|
19.4 |
% |
|
|
18,715 |
|
|
|
24.06 |
% |
Time deposits $100,000 and over |
|
|
225,962 |
|
|
|
53.0 |
% |
|
|
226,974 |
|
|
|
56.6 |
% |
|
|
(1,012 |
) |
|
|
(0.45 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
426,215 |
|
|
|
100.0 |
% |
|
$ |
401,131 |
|
|
|
100.0 |
% |
|
$ |
25,084 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Short term borrowings at March 31, 2010, consisted of short term FHLB advances of $32.0 million and
securities sold with an agreement to repurchase them the following day of $17.4 million. Following
are details of our short term borrowings for the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(Dollars in thousands) |
|
Amount outstanding at end of period |
|
|
|
|
|
|
|
|
Short-term repurchase agreements |
|
$ |
17,407 |
|
|
$ |
22,106 |
|
Short-term FHLB advances |
|
$ |
32,000 |
|
|
$ |
22,000 |
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate on ending balance |
|
|
|
|
|
|
|
|
Short-term repurchase agreements |
|
|
1.46 |
% |
|
|
1.49 |
% |
Short-term FHLB advances |
|
|
4.33 |
% |
|
|
4.56 |
% |
|
|
|
|
|
|
|
|
|
Maximum amount outstanding at any month end
during the year |
|
|
|
|
|
|
|
|
Short-term repurchase agreements |
|
$ |
17,407 |
|
|
$ |
25,771 |
|
Short-term FHLB advances |
|
$ |
32,000 |
|
|
$ |
29,000 |
|
|
|
|
|
|
|
|
|
|
Average amount outstanding during the year |
|
|
|
|
|
|
|
|
Short-term repurchase agreements |
|
$ |
18,589 |
|
|
$ |
20,863 |
|
Short-term FHLB advances |
|
$ |
27,000 |
|
|
$ |
31,000 |
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate |
|
|
|
|
|
|
|
|
Short-term repurchase agreements |
|
|
1.23 |
% |
|
|
1.55 |
% |
Short-term FHLB advances |
|
|
4.33 |
% |
|
|
4.03 |
% |
During the first quarter of 2007, the Corporation borrowed $19 million in a wholesale
structured repurchase agreement. At March 3, 2008 the borrowing changed to a fixed interest rate
of 4.95% until March 2, 2017. The repurchase agreement became callable quarterly after March 2,
2008.
In June 2001, the Corporation started to borrow long-term advances from the FHLB to fund fixed rate
instruments and to attempt to minimize the interest rate risk associated with certain fixed rate
commercial mortgage loans and investment securities. The advances are collateralized by
residential and commercial mortgage loans under a specific collateral agreement totaling
approximately $215.0 million and $217.0 million at March 31, 2010 and 2009, respectively.
Long-term advances comprised advances with maturities from August 2011 to June 2016 with an average
duration of approximately 2.9 years.
FHLB advances outstanding at March 31, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
Average rate |
|
|
|
at end of period |
|
|
at end of period |
|
|
|
(In thousands, except percentages) |
|
Short-term FHLB advances |
|
$ |
32,000 |
|
|
|
4.33 |
% |
Long-term FHLB advances |
|
$ |
33,700 |
|
|
|
5.04 |
% |
|
|
|
|
|
|
|
|
|
$ |
65,700 |
|
|
|
4.70 |
% |
21
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Liquidity and Capital Resources
Liquidity allows the Bank to provide funds to meet loan requests, to accommodate possible outflows
of deposits, and to take advantage of other investment opportunities. Funding of loan requests,
providing for liability outflows and managing interest rate margins requires continuous analysis to
attempt to match the maturities and repricing of specific categories of loans and investments with
specific types of deposits and borrowings. Bank liquidity depends upon the mix of the banking
institutions potential sources and uses of funds. The major sources of liquidity for the Bank
have been deposit growth, federal funds sold, unpledged securities with market values above book,
loans and securities which mature within one year, and sales of residential mortgage loans.
Additional liquidity is provided by a $100 million secured line of credit with the FHLB. Large
deposit balances which might fluctuate in response to interest rate changes are closely monitored.
These deposits consist mainly of jumbo certificates of deposit. We anticipate that we will have
sufficient funds available to meet our future commitments. We have substantially increased our
cash and cash equivalent balances in 2009 and through the first quarter ended March 31, 2010 as our
access to brokered deposits has been curtailed due to our current regulatory capital level at the
Bank. As of March 31, 2010, unused commitments comprised $77.8 million. The Bank has $155.3
million in time deposits coming due within twelve months from March 31, 2010, which includes $56.4
million of brokered deposits.
Following are regulatory capital ratios for the Corporation and the Bank as of the dates indicated,
along with the minimum regulatory capital requirement for each item. Capital requirements for bank
holding companies are set by the Federal Reserve Board. In many cases, bank holding companies are
expected to operate at capital levels higher than the minimum requirement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
Minimum Ratio |
|
Ratio |
|
|
2010 |
|
2009 |
|
for Capital |
|
to be |
|
|
Capital |
|
Ratio |
|
Capital |
|
Ratio |
|
Adequacy Purposes |
|
Well Capitalized |
|
|
(In thousands, except percentages) |
Tier I capital to risk-weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
13,098 |
|
|
|
3.35 |
% |
|
$ |
24,584 |
|
|
|
6.31 |
% |
|
|
4 |
% |
|
|
NA |
|
Bank only |
|
|
22,510 |
|
|
|
5.77 |
% |
|
|
31,133 |
|
|
|
7.99 |
% |
|
|
4 |
% |
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital to risk-weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
26,196 |
|
|
|
6.71 |
% |
|
$ |
44,619 |
|
|
|
11.44 |
% |
|
|
8 |
% |
|
|
NA |
|
Bank only |
|
|
27,507 |
|
|
|
7.05 |
% |
|
|
36,102 |
|
|
|
9.27 |
% |
|
|
8 |
% |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I capital to average assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
13,098 |
|
|
|
2.34 |
% |
|
$ |
24,584 |
|
|
|
4.47 |
% |
|
|
4 |
% |
|
|
NA |
|
Bank only |
|
|
22,510 |
|
|
|
4.02 |
% |
|
|
31,133 |
|
|
|
5.67 |
% |
|
|
4 |
% |
|
|
5 |
% |
The Bank was categorized as undercapitalized at March 31, 2010 and adequately capitalized at
December 31, 2009. Since the Bank was adequately capitalized at December 31, 2009, regulatory
approval is required to accept or renew brokered deposits. We have not requested any such
approvals. Effective January 1, 2010, the interest rate we may pay for deposits is limited to 75
basis points above the national rate for similar products unless we can support to the FDIC that
prevailing rates in our market area exceed the national average.
22
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table shows the changes in stockholders equity for the three months ended March
31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Preferred |
|
|
Common |
|
|
Retained |
|
|
Comprehensive |
|
|
Total |
|
|
|
Stock |
|
|
Stock |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Equity |
|
Beginning balance, January 1, 2010 |
|
$ |
7,146 |
|
|
$ |
32,214 |
|
|
$ |
(15,536 |
) |
|
$ |
164 |
|
|
$ |
23,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of preferred stock |
|
|
499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
499 |
|
Cash dividend on Preferred shares |
|
|
|
|
|
|
|
|
|
|
(136 |
) |
|
|
|
|
|
|
(136 |
) |
SFAS 123R expensing of options |
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
28 |
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
(8,688 |
) |
|
|
|
|
|
|
(8,688 |
) |
Change in unrealized gain/loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, March 31, 2010 |
|
$ |
7,645 |
|
|
$ |
32,242 |
|
|
$ |
(24,360 |
) |
|
$ |
228 |
|
|
$ |
15,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity was $15.8 million as of March 31, 2010, which was a decrease of $8.2
million from December 31, 2009. The decrease in stockholders equity was primarily attributable to
the net loss of $8.7 million recorded in the first quarter of 2010. The net change in the fair
value associated with the Corporations subordinated debenture resulted in a valuation gain, as
recorded in the consolidated statement of income, of $501,000 in the first quarter of 2010, and a
cumulative gain of $10.7 million, from inception in 2007. The valuation of this single instrument
was a significant part of the Corporations equity at March 31, 2010. Partially offsetting the
reduction in equity from the net loss was the successful issuance of Series B preferred stock for
$499,000. Cash dividends paid on the Corporations Series A and B preferred stock decreased equity
by $136,000 in the first quarter of 2010. The expense and corresponding increase in equity from
the compensation expense for stock options awarded was $28,000. The continued low interest rate
environment and the quality of the investment portfolio resulted in an increased market value of
the available for sale investment securities portfolio and the resulting increase in accumulated
other comprehensive income of $64,000 for the first quarter of 2010.
Quantitative measures established by regulation require the Corporation and the Bank to maintain
minimum amounts and ratios of Tier I capital and total capital (as defined in the regulations) to
risk-weighted assets. The Corporation and the Bank are also subject to a minimum Tier I leverage
ratio expressed as a percentage of quarterly average assets (as defined). The Corporation is
further subject to leverage ratios consisting of primary capital and total capital as a percentage
of assets at period end. The Corporation and the Bank are subject to regulatory capital
requirements administered by federal banking agencies. Capital adequacy guidelines and prompt
corrective action regulations involve quantitative measures of assets, liabilities, and certain
off-balance sheet items. Capital amounts and classifications are also subject to qualitative
judgments about components, risk weightings, and other factors in which the regulators can lower
classifications in certain cases. Failure to meet various capital requirements can initiate
regulatory action that could have a direct material effect on the financial statements. The prompt
corrective action regulations provide five classifications, including well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized,
although these terms are not used to represent the overall financial condition of the Corporation
or the Bank. As an undercapitalized Bank regulatory approval is required to accept or renew
brokered deposits. In addition, the Bank is subject to significant restrictions on capital
distributions, asset growth, acquisitions, new activities, new branches, and management fees. The
Bank is also required to file a written capital restoration plan with
the FDIC by June 14, 2010.
Preferred Stock Issuance
In December 2009 and January 2010, we raised a total of $4.7 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
23
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
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.
Net Interest Income
Net interest income before the provision for loan losses for the first quarter of 2010 was $2.7
million, compared to $2.8 million for the first quarter of 2009. Net interest margin decreased
slightly from 2.21% in the first quarter of 2009 to 2.19% in the first quarter of 2010.
Significantly affecting net interest income and net interest margin in the first quarter of 2010
was on average $63.8 million of cash and due from banks and federal funds sold, which we maintained
at a high level, earning a very low rate of interest, due to our inability to accept or renew
brokered deposits.
24
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table shows the dollar amount of changes in net interest income for each major
category of interest earning asset and interest bearing liability, and the amount of change
attributable to changes in average balances (volume) or average rates for the periods shown.
Variances that are jointly attributable to both volume and rate changes have been allocated to the
volume component.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2010 vs. 2009 |
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
|
|
|
|
Due to Changes In |
|
|
|
|
|
|
|
Volume |
|
|
|
|
|
|
Total |
|
|
and Both |
|
|
Rate |
|
|
|
(In thousands) |
|
Earning Assets Interest Income: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
(391 |
) |
|
$ |
(242 |
) |
|
$ |
(149 |
) |
Securities, including trading |
|
|
(539 |
) |
|
|
(224 |
) |
|
|
(315 |
) |
Federal funds sold |
|
|
16 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(914 |
) |
|
|
(450 |
) |
|
|
(464 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits and Borrowed
Funds Interest Expense: |
|
|
|
|
|
|
|
|
|
|
|
|
NOW and money market accounts |
|
|
(18 |
) |
|
|
7 |
|
|
|
(25 |
) |
Savings deposits |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
Time deposits |
|
|
(388 |
) |
|
|
320 |
|
|
|
(708 |
) |
FHLB advances and repurchase agreements |
|
|
(387 |
) |
|
|
(401 |
) |
|
|
14 |
|
Subordinated debentures |
|
|
9 |
|
|
|
(245 |
) |
|
|
254 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(787 |
) |
|
|
(320 |
) |
|
|
(467 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
$ |
(127 |
) |
|
$ |
(130 |
) |
|
$ |
3 |
|
|
|
|
|
|
|
|
|
|
|
The average yield earned on interest earning assets for the first quarter of 2010 was 5.22%
compared to 5.67% for the first quarter of 2009. The average yield earned on the total loan
portfolio, which contains both loans held for sale and investment, for 2009 was 5.87% compared to
6.01% during the first quarter of 2009. The overall decrease in the loan portfolio yield was
attributable to continued restructuring of loans at lower than market rates, coupled with the
effect of the reversal of interest income on nonaccruing loans. The commercial, commercial real
estate and home equity line loans that repriced with prime interest rate changes totaled
approximately $115.0 million at March 31, 2010.
The average rate paid on interest bearing liabilities for the first quarter of 2010 was 3.11%
compared to 3.82% in the first quarter of 2009. The decrease in average rate was due to the
overall decline in the rate paid on interest bearing liabilities, primarily as the result of
continued extremely low market rates. The decrease in the average rate for NOW and money market
accounts for the first quarter of 2010 was primarily attributable to the drop in short term
interest rates, with the average rate moving to 0.63% during the first quarter of 2010 from 0.90%
in the first quarter of 2009. The average rate paid on savings also decreased, moving to 0.62% for
the first quarter of 2010 from 0.72% in the first quarter of 2009. The rate paid on the total time
deposit portfolio decreased to 2.87% for the first quarter of 2010, from 3.91% for the same time
period in 2009 also due to the decrease in short term interest rates. The rate paid on FHLB
advances and repurchase agreements remained relatively unchanged at 4.13% in the first quarter of
2010 from 4.09% in the first quarter of 2009 and had the least rate movement of interest bearing
liabilities as many of FHLB advance instruments have relatively long maturities. The average rate
paid on the subordinated debenture remained unchanged at 6.71%. The yield on the subordinated
debenture is calculated based on the original face amount of the obligation versus the fair value
of the instrument recorded under fair value.
25
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Average Balance Sheet
The following tables show the Corporations consolidated average balances of assets, liabilities,
and stockholders equity, the amount of interest income or interest expense and the average yield
or rate for each major category of interest earning asset and interest bearing liability, and the
net interest margin for the three month periods ended March 31, 2010 and 2009. Average loans are
presented net of unearned income, gross of the allowance for loan losses. Interest on loans
includes loan fees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Interest |
|
|
Rate |
|
|
|
|
|
|
Interest |
|
|
Rate |
|
|
|
Average |
|
|
Income/ |
|
|
Earned/ |
|
|
Average |
|
|
Income/ |
|
|
Earned/ |
|
|
|
Balance |
|
|
Expense |
|
|
Paid |
|
|
Balance |
|
|
Expense |
|
|
Paid |
|
|
|
(In thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
405,686 |
|
|
|
5,869 |
|
|
|
5.87 |
% |
|
$ |
422,274 |
|
|
$ |
6,260 |
|
|
|
6.01 |
% |
Securities |
|
|
65,132 |
|
|
|
513 |
|
|
|
3.15 |
% |
|
|
93,430 |
|
|
|
1,052 |
|
|
|
4.50 |
% |
Federal funds sold |
|
|
26,024 |
|
|
|
22 |
|
|
|
0.34 |
% |
|
|
7,023 |
|
|
|
6 |
|
|
|
0.35 |
% |
Total
Earning Assets / Total Interest Income / Average Yield |
|
|
496,842 |
|
|
|
6,404 |
|
|
|
5.22 |
% |
|
|
522,727 |
|
|
|
7,318 |
|
|
|
5.67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
37,767 |
|
|
|
|
|
|
|
|
|
|
|
11,845 |
|
|
|
|
|
|
|
|
|
All other assets |
|
|
26,250 |
|
|
|
|
|
|
|
|
|
|
|
25,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
560,859 |
|
|
|
|
|
|
|
|
|
|
$ |
560,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities & Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW and money market accounts |
|
$ |
42,211 |
|
|
|
66 |
|
|
|
0.63 |
% |
|
$ |
37,977 |
|
|
|
84 |
|
|
|
0.90 |
% |
Savings deposits |
|
|
9,095 |
|
|
|
14 |
|
|
|
0.62 |
% |
|
|
9,544 |
|
|
|
17 |
|
|
|
0.72 |
% |
Time deposits |
|
|
320,191 |
|
|
|
2,264 |
|
|
|
2.87 |
% |
|
|
275,309 |
|
|
|
2,652 |
|
|
|
3.91 |
% |
FHLB advances and repurchase agreements |
|
|
104,859 |
|
|
|
1,068 |
|
|
|
4.13 |
% |
|
|
144,150 |
|
|
|
1,455 |
|
|
|
4.09 |
% |
ESOP Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0.00 |
% |
Subordinated debentures |
|
|
8,360 |
|
|
|
311 |
|
|
|
15.09 |
% |
|
|
12,317 |
|
|
|
302 |
|
|
|
9.80 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Interest Bearing Liabilities/ Total Interest Expense / Average Interest Rate Spread |
|
|
484,716 |
|
|
|
3,723 |
|
|
|
3.11 |
% |
|
|
479,297 |
|
|
|
4,510 |
|
|
|
3.82 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest bearing deposits |
|
|
49,230 |
|
|
|
|
|
|
|
|
|
|
|
42,641 |
|
|
|
|
|
|
|
|
|
All other liabilities |
|
|
3,288 |
|
|
|
|
|
|
|
|
|
|
|
3,454 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
23,625 |
|
|
|
|
|
|
|
|
|
|
|
34,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Equity |
|
$ |
560,859 |
|
|
|
|
|
|
|
|
|
|
$ |
560,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
|
|
|
|
$ |
2,681 |
|
|
|
|
|
|
|
|
|
|
$ |
2,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
|
|
|
|
2.11 |
% |
|
|
|
|
|
|
|
|
|
|
1.85 |
% |
Net Interest Margin (Net Interest Income / Total Earning Assets) |
|
|
|
|
|
|
|
|
|
|
2.18 |
% |
|
|
|
|
|
|
|
|
|
|
2.17 |
% |
Net Interest Margin
(fully taxable equivalent) |
|
|
|
|
|
|
|
|
|
|
2.19 |
% |
|
|
|
|
|
|
|
|
|
|
2.21 |
% |
26
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Provision for Loan Losses
We recorded an $8.2 million provision for loan losses in the first quarter of 2010, based upon
managements review of the risks inherent in the loan portfolio and the level of our allowance for
loan losses. In addition, net charge-offs for the first quarter of 2010 totaled $6.6 million, or
6.70% 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 5.72% of total loans at March
31, 2010 and remained relatively unchanged compared to $22.9 million, or 5.68% at December 31,
2009. The total amount of new loans which entered into nonaccrual status, primarily from
delinquency, closely approximated the total amount of loans charged off during the first quarter of
2010. The allowance for loan losses at March 31, 2010 was $14.5 million, or 3.62% of total loans,
versus $13.0 million, or 3.21% of total loans at December 31, 2009.
Noninterest Income
Noninterest income was $1.8 million for the first quarter of 2010, increasing $604,000, or 33.2%,
from the first quarter of 2009. The increase was primarily related to gains recorded from the
change in fair market value of assets and liabilities as measured under the fair value for first
quarter 2010 compared to first quarter of 2009, when $501,000 and $232,000 were recorded,
respectively. The gains recorded in both periods have been largely attributable to the fair value
of the subordinated debenture connected with the issuance of trust preferred securities. The
dramatic widening of market credit spreads for subordinated debentures and trust preferred
securities changed the relative fair value of this financial liability dramatically. Changes in
credit spreads are not easily predictable and may cause adverse changes in the fair value of this
instrument and a possible loss of income in the future. Fiduciary income was $66,000 for the first
quarter of 2010, which was a decrease of $17,000 or 20.5%, from the first quarter of 2009 as a
result of market declines in assessable assets held under management. Mortgage banking income
comprised primarily of gains on the sale of residential mortgages was $704,000 for the first
quarter of 2010. The increase of $233,000 for the first quarter of 2010 compared to the first
quarter of 2009 was reflective of the sizeable growth in the secondary market sales of government
FHA and FNMA mortgages, spurred by low mortgage interest rates and government stimulus programs
such as the first time home buyers tax credit. Net realized gains from the sale of securities were
$78,000 for the first quarter of 2010 were attributable to restructuring activities in the
available for sale securities portfolio. The category of other noninterest income totaling $378,000
in the first quarter of 2010 increased $173,000 primarily from lower losses on the disposal of
repossessed assets and other real estate owned compared to the first quarter of 2009.
Noninterest Expense
Noninterest expense was $5.0 million for the first quarter of 2010, an increase of 28.7% or $1.1
million from the first quarter of 2009 primarily as a result of an increase in other operating
expenses. Other operating expense of $2.3 million increased $816,000 million, or 55.2%, during the
first quarter of 2010 compared to 2009. The largest increases in this category occurred in expenses
associated with maintaining the other real estate owned properties and repossessed boat collateral
increasing $635,000 for the respective period. Other areas of noninterest expense which increased
in the first quarter 2010 over 2009 included increases in the FDIC insurance premium and legal
costs related to loan workouts. For the first quarter 2010, the Corporations FDIC insurance
assessment was $301,000, compared to $170,000 for the first quarter 2009. In December of 2009, the
Bank prepaid an FDIC assessment of $4.0 million, which will be amortized over the years 2010
through 2012. In 2010 our prepaid portion of the assessment that will be expensed will total $1.2
million. Salaries, benefits and payroll taxes of $2.2 million increased $302,000, or 15.6%, from
the first quarter 2009. This was primarily attributable to commissions paid at the mortgage company
as a result of higher mortgage origination volumes. No bonuses have been paid or accrued for the
named executive officers for the first quarter of 2010 and all of 2009 and 2008.
Provision for Income Taxes
We recorded no federal income tax benefit for the three months ended March 31, 2010 and recognized
a federal income tax benefit of $858,000 for the three months ended March 31, 2009. A $3.0 million
tax benefit for the first quarter of 2010, primarily associated with the $8.7 million net operating
loss before income taxes, was offset by a corresponding increase in the valuation allowance on the
net deferred tax assets. At March 31, 2010, we concluded we need to maintain a valuation allowance
on our entire net deferred tax asset based on our continued net operating losses and the
challenging environment currently confronting banks that could impact our future results.
27
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Asset/Liability Management
The Asset Liability Management Committee (ALCO), which meets at least quarterly, is responsible
for reviewing our interest rate sensitivity position and establishing policies to monitor and limit
exposure to interest rate risk.
The Corporation currently utilizes two quantitative tools to measure and monitor interest rate
risk: static gap analysis and net interest income simulation modeling. Each of these interest
rate risk measurements has limitations, but management believes when these tools are evaluated
together, they provide a balanced view of the exposure the Corporation has to interest rate risk.
Interest sensitivity gap analysis measures the difference between the assets and liabilities
repricing or maturing within specific time periods. An asset-sensitive position indicates that
there are more rate-sensitive assets than rate-sensitive liabilities repricing or maturing within
specific time periods, which would generally imply a favorable impact on net interest income in
periods of rising interest rates and a negative impact in periods of falling rates. A
liability-sensitive position would generally imply a negative impact on net interest income in
periods of rising rates and a positive impact in periods of falling rates.
Gap analysis has limitations because it cannot measure precisely the effect of interest rate
movements and competitive pressures on the repricing and maturity characteristics of
interest-earning assets and interest-bearing liabilities. In addition, a significant portion of
our adjustable-rate assets have limits on their minimum and maximum yield, whereas most of our
interest-bearing liabilities are not subject to these limitations. As a result, certain assets and
liabilities indicated as repricing within a stated period may in fact reprice at different times
and at different volumes, and certain adjustable-rate assets may reach their yield limits and not
reprice.
28
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table presents an analysis of our interest-sensitivity static gap position at March
31, 2010. All interest-earning assets and interest-bearing liabilities are shown based on the
earlier of their contractual maturity or repricing date adjusted by forecasted repayment and decay
rates. Asset prepayment and liability decay rates are selected after considering the current rate
environment, industry prepayment and decay rates and our historical experience. At March 31, 2010,
we are considered asset sensitive in the time interval of the first three months. We are also
considered to be slightly liability sensitive at the one year accumulated gap position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After Three |
|
|
After One |
|
|
|
|
|
|
|
|
|
Within |
|
|
Months But |
|
|
Year But |
|
|
After |
|
|
|
|
|
|
Three |
|
|
Within |
|
|
Within |
|
|
Five |
|
|
|
|
|
|
Months |
|
|
One Year |
|
|
Five Years |
|
|
Years |
|
|
Total |
|
|
|
(In thousands) |
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess Cash and Fed Funds Sold |
|
$ |
60,977 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
60,977 |
|
Securities, at amortized cost |
|
|
3,498 |
|
|
|
13,847 |
|
|
|
27,535 |
|
|
|
7,963 |
|
|
|
52,843 |
|
FHLB stock |
|
|
|
|
|
|
5,877 |
|
|
|
|
|
|
|
|
|
|
|
5,877 |
|
Loans (including held for sale) |
|
|
114,913 |
|
|
|
69,433 |
|
|
|
189,310 |
|
|
|
30,489 |
|
|
|
404,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
179,388 |
|
|
|
89,157 |
|
|
|
216,845 |
|
|
|
38,452 |
|
|
$ |
523,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW and money market accounts |
|
|
18,598 |
|
|
|
5,519 |
|
|
|
9,348 |
|
|
|
1,202 |
|
|
|
34,667 |
|
Savings deposits |
|
|
548 |
|
|
|
2,210 |
|
|
|
5,779 |
|
|
|
|
|
|
|
8,537 |
|
Jumbo time deposits |
|
|
26,321 |
|
|
|
88,531 |
|
|
|
111,110 |
|
|
|
|
|
|
|
225,962 |
|
Time deposits < $100,000 |
|
|
5,864 |
|
|
|
34,564 |
|
|
|
56,056 |
|
|
|
|
|
|
|
96,484 |
|
Repurchase agreements |
|
|
17,407 |
|
|
|
|
|
|
|
19,000 |
|
|
|
|
|
|
|
36,407 |
|
FHLB |
|
|
4,000 |
|
|
|
28,000 |
|
|
|
7,500 |
|
|
|
26,200 |
|
|
|
65,700 |
|
Subordinated debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,557 |
|
|
|
18,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
72,738 |
|
|
|
158,824 |
|
|
|
208,793 |
|
|
|
45,959 |
|
|
$ |
486,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate sensitivity gap |
|
$ |
106,650 |
|
|
$ |
(69,667 |
) |
|
$ |
8,052 |
|
|
$ |
(7,507 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative rate sensitivity gap |
|
|
|
|
|
$ |
36,983 |
|
|
$ |
45,035 |
|
|
$ |
37,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate sensitivity gap ratio |
|
|
2.47x |
|
|
|
0.55x |
|
|
|
1.01x |
|
|
|
.84x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative rate
sensitivity gap ratio |
|
|
|
|
|
|
1.15x |
|
|
|
1.08x |
|
|
|
1.06x |
|
|
|
|
|
The Bank also evaluates interest rate risk using a simulation model. The use of simulation
models to assess interest rate risk is an accepted industry practice, and the results of the
analysis are useful in assessing the vulnerability of the Banks net interest income to changes in
interest rates. However, the assumptions used in the model are oversimplifications and not
necessarily representative of the actual impact of interest rate changes. The simulation model
assesses the direction and magnitude of variations in net interest income resulting from potential
changes in market interest rates. Key assumptions in the model include prepayment speeds of
various loan and investment assets; cash flows and maturities of interest-sensitive assets and
liabilities, and changes in market conditions impacting loan and deposit volumes and pricing.
These assumptions are inherently uncertain, and subject to fluctuation and revision in a dynamic
environment. Therefore, the model cannot precisely estimate future net interest income or exactly
predict the impact of higher or lower interest rates. Actual results may differ from simulated
results due to, among other factors, the timing, magnitude, and frequency of interest rate changes,
changes in market conditions and managements pricing decisions, and customer reactions to those
decisions.
29
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
On a quarterly basis, the net interest income simulation model is used to quantify the effects of
hypothetical changes in interest rates on the Banks net interest income over a projected
twelve-month period. The model permits management to evaluate the effects of shifts in the
Treasury yield curve, upward and downward, on net interest income expected in a stable interest
rate environment.
As of March 31, 2010, the table below reflects the impact the various instantaneous parallel shifts
in the yield curve would have on net interest income over a twelve month period of time from the
base forecast. Interest rate risk is a potential loss of income and/or potential loss of economic
value of equity. Rate sensitivity is the measure of the effect of changing interest rates on the
Banks net interest income or the net interest spread. The policy of the Bank is to risk no more
than 10% of its net interest income in a changing interest rate scenario of +/- 200 basis points
over a one-year simulation period. Furthermore, no more than 15% of net interest income can be
projected at risk in a scenario of +/- 300 basis points over a one-year simulation period.
|
|
|
|
|
|
|
Percentage Change |
Interest Rate Scenario |
|
In Net Interest Income |
Interest rates up 300 basis points |
|
|
0.4 |
% |
Interest rates up 200 basis points |
|
|
1.2 |
% |
Interest rates up 100 basis points |
|
|
0.9 |
% |
Base Case |
|
|
|
|
Interest rates down 100 basis points |
|
|
-3.4 |
% |
Interest rates down 200 basis points |
|
|
-9.5 |
% |
Interest rates down 300 basis points |
|
|
-20.0 |
% |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Asset/Liability Management discussion under Part I, Item 2 above.
Item 4T. Controls and Procedures
An evaluation of the Corporations disclosure controls and procedures (as defined in Rule 13a-15(e)
of the Securities and Exchange Act of 1934 (Act)) as of March 31, 2010, was carried out under the
supervision and with the participation of the Corporations Chief Executive Officer, Chief
Financial Officer and several other members of the Corporations senior management. The
Corporations Chief Executive Officer and Chief Financial Officer concluded that the Corporations
disclosure controls and procedures as in effect at March 31, 2010 were effective in ensuring that
the information required to be disclosed by the Corporation in the reports it files or submits
under the Act is (i) accumulated and communicated to the Corporations management (including the
Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms.
There have been no changes in our internal control over financial reporting (as defined in Rule
13a-15(f) of the Act) that occurred during the quarter ended March 31, 2010, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
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 disclosures and procedures.
30
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
PART II
Item 1. Legal Proceedings
Not applicable.
Item 1A. Risk Factors
See Item 1A. Risk Factors in our Form 10-K for a discussion of certain risks inherent in our
business. In addition, the following risk factors should also be considered.
We are subject to additional requirements and restrictions on our operations as a result of the
Banks undercapitalized status.
As of March 31, 2010, the Banks capital ratios have fallen below the level required for
adequately capitalized status. As a result, a number of requirements and restrictions become
applicable by statute that could have a material adverse effect on our business and results of
operations and further limit our ability to grow and ultimately could jeopardize our ability to
continue to operate.
As a result of the Banks regulatory capital ratios being below the adequately capitalized
level, certain requirements and restrictions are imposed on the Bank, including the following: (i)
the Bank generally may not make any capital distributions to the Corporation; (ii) the Bank must
submit a capital restoration plan to the FDIC for the FDICs review and approval; (iii) the Bank
may not acquire any interest in any company or other bank, establish or acquire any additional
branch office or engage in any new line of business without prior regulatory approval; and (iv) the
Bank may not increase its assets over the total assets at April 30, 2010. The Bank is also
prohibited from accepting, renewing or rolling over brokered deposits and is restricted in the
effective yield it can offer on deposits. Therefore, should the Bank fail to submit an acceptable
capital restoration plan and comply with its terms, or suffer a continued deterioration in its
financial condition, the Bank may be subject to being placed into a federal conservatorship or
receivership by the FDIC, with the FDIC appointed as conservator or receiver. If these events
occur, the Corporation probably would suffer a complete loss of the value of its ownership interest
in the Bank.
We have deferred payment of interest on our subordinated debentures in connection with the issuance
of our trust preferred securities and suspended dividend payments on our Series A and Series B
preferred stock.
On May 14, 2010, the Corporation issued a press release announcing that, in order to preserve
capital, it had deferred interest payments on its $18 million of junior subordinated notes related
to its trust preferred securities and suspended dividends on its Series A and Series B preferred
stock. These actions could adversely impact the ability of the Corporation to continue to raise
capital. Without additional capital, the financial viability of the Bank and the Corporation could
be in jeopardy.
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.
Not applicable.
Item 5. Other Information.
None
31
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Item 6. Exhibits.
See Exhibit Index attached.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on May 17, 2010.
|
|
|
|
|
|
COMMUNITY CENTRAL BANK CORPORATION
|
|
|
By: |
/S/ DAVID A. WIDLAK
|
|
|
|
David A. Widlak; |
|
|
|
President and CEO
(Principal Executive Officer) |
|
|
|
|
|
|
By: |
/S/ RAY T. COLONIUS
|
|
|
|
Ray T. Colonius; |
|
|
|
Treasurer
(Principal Financial and Accounting Officer) |
|
32
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
EXHIBIT INDEX
|
|
|
EXHIBIT |
|
|
NUMBER |
|
EXHIBIT DESCRIPTION |
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-K filed 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) |
|
|
|
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 filed with the SEC 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 filed with the SEC 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 filed with the SEC 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 with the SEC on March 25,
2005 (SEC File No. 000-33373). |
|
|
|
10.7
|
|
Form of Non-qualified Stock Option Agreement is incorporated by reference to
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 filed with the SEC on Form 10-KSB for
the year ended December 31, 2004 (SEC File No. 000-33373). |
33
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
|
|
|
EXHIBIT |
|
|
NUMBER |
|
EXHIBIT DESCRIPTION |
11
|
|
Computation of Per Share Earnings |
|
|
|
31.1
|
|
Rule 13a 14(a) Certification (Chief Executive Officer) |
|
|
|
31.2
|
|
Rule 13a 14(a) Certification (Chief Financial Officer) |
|
|
|
32
|
|
Rule 1350 Certifications |
34