10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
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ACT OF 1934 |
For the fiscal year ended December 31, 2008
Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
(Exact name of registrant as specified in its charter)
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Michigan
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38-3291744 |
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.) |
100 N. Main Street, Mount Clemens, Michigan 48043-5605
(Address of principal executive offices and zip code)
(586) 783-4500
(Registrants telephone number, including area code)
Securities registered under Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered |
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Common Stock, no par value
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Nasdaq Global Market |
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark whether the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). o Yes þ No
The aggregate market value of voting and non-voting common equity of the registrant held by
nonaffiliates was approximately $10.1 million as of June 30, 2008 based on the price at which the
common stock was last sold $3.86 on that date.
As of March 31, 2009, 3,734,781 shares of Common Stock of the issuer were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I and II Portions of Stockholder Report of the issuer for the year ended December 31, 2008.
Part III Portions of the Proxy Statement of the Registrant for its May 19, 2009 Annual Meeting.
TABLE OF CONTENTS
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements throughout 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.
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
PART I
Item 1. Business
Community Central Bank Corporation is the holding company for Community Central Bank (the
Bank) in Mount Clemens, Michigan. The Bank opened for business in October 1996 and serves
businesses and consumers across Macomb, Oakland, St. Clair and Wayne counties with a full range of
lending, deposit, trust, wealth management, and Internet banking services. The Bank operates four
full service facilities, in Mount Clemens, Rochester Hills, Grosse Pointe Farms and Grosse Pointe
Woods, Michigan. Community Central Mortgage Company, LLC, a subsidiary of the Bank, operates
locations servicing the Detroit metropolitan area and northwest Indiana. River Place Trust and
Community Central Wealth Management are divisions of Community Central Bank. Community Central
Insurance Agency, LLC is a wholly owned subsidiary of Community Central Bank.
The Corporation is subject to regulation by the Board of Governors of the Federal Reserve
System. The Bank is subject to extensive regulation by the Michigan Office of Financial and
Insurance Regulation (OFIR) and by the Federal Deposit Insurance Corporation (FDIC). The
Banks deposits are insured up to the applicable limits by the FDIC. (See -Regulation and
Supervision below.) The Corporations common shares trade on The NASDAQ Global Market under the
symbol CCBD.
Our results of operations depend largely on net interest income. Net interest income is the
difference in the interest income we earn on interest-earning assets, which comprise primarily
commercial and residential real estate loans, and to a lesser extent commercial business and
consumers loans, and the interest we pay on interest-bearing liabilities, which are primarily
deposits and borrowings. Management strives to match the repricing characteristics of the
interest-earning assets and interest-bearing liabilities to protect net interest income from
changes in market interest rates and changes in the shape of the yield curve.
Our results of operations may also be affected by local and general economic conditions. The
largest geographic segment of our customer base is in Macomb County, Michigan. The economic base
of the County continues to diversify from the automotive service sector although the impact of the
restructuring of the American automobile companies has a direct impact on southeastern Michigan. A
slowdown in the local and statewide economy has produced increased financial strain on segments of
our customer base. We have experienced increased delinquency levels and losses in our loan
portfolio, primarily with residential developer loans, residential real estate loans and home
equity and consumer loans. Further downturns in the local economy may affect the demand for
commercial loans and related small to medium business related products. This could have a
significant impact on how we deploy earning assets. The competitive environment among the Bank,
other financial institutions and financial service providers in the Macomb, Oakland, Wayne and St.
Clair counties of Michigan may affect the pricing levels of various deposit products. The impact
of competitive rates on deposit products may increase our cost of funds and thus negatively impact
net interest income. See Managements Discussion and Analysis and Results of Operations
contained in our Annual Stockholder Report included as Exhibit 13 to this 10-K.
The Corporation continues to see competitive deposit rates offered from local financial
institutions within the geographic proximity of the Bank which could have the effect of increasing
the costs of funds to a level higher than management projects. The Corporation continues to
utilize wholesale forms of funding, funding earning assets through the FHLB and brokered
certificates of deposit to balance both interest rate risk and the overall cost of funds. Brokered
and internet certificates of deposit are based on a nationwide interest rate structure, typically
at what is considered to be a premium interest rate. The local competition for certificates of
deposit products has intensified and the Bank has found this type of wholesale funding to often
effectively compete with the rates offered for similar term retail certificates of deposit products
of local community and regional banks.
Effect of Government Monetary Policies. The earnings of the Corporation are affected by
domestic economic conditions and the monetary and fiscal policies of the United States Government,
its agencies, and the Federal Reserve Board. The Federal Reserve Boards monetary policies have
had, and will likely continue to have, an important impact on the operating results of commercial
banks through its power to implement national monetary policy. Monetary policy is used to, among
other things, attempt to curb inflation or combat a recession. The policies of the Federal Reserve
Board have a major effect upon the levels of bank loans, investments and deposits through its open
market operations in United States Government securities, and through its regulation of, among
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
other things, the discount rate on borrowings of member banks and the reserve requirements against
member bank deposits. It is not possible to predict the nature and impact of future changes in
monetary and fiscal policies.
Regulation and Supervision. Financial institutions and their holding companies are
extensively regulated under federal and state law. Consequently, the growth and earnings
performance of the Corporation and the Bank can be affected not only by management decisions and
general economic conditions, but also by the statutes administered by, and the regulations and
policies of, various governmental regulatory authorities. Those authorities include, but are not
limited to, the Board of Governors of the Federal Reserve System, the FDIC, OFIR, the Securities
and Exchange Commission, the Internal Revenue Service, and federal and state taxing authorities.
The effect of such statutes, regulations and policies can be significant, and cannot be predicted
with a high degree of certainty. There can be no assurance that future legislation or government
policy will not adversely affect the banking industry or the operations of the Corporation or the
Bank. Federal economic and monetary policy may affect the Banks ability to attract deposits, make
loans and achieve satisfactory interest spreads.
Federal and state laws and regulations generally applicable to financial institutions and
their holding companies regulate, among other things, the scope of business, investments, reserves
against deposits, capital levels relative to operations, lending activities and practices, the
nature and amount of collateral for loans, the establishment of branches, mergers, consolidations
and dividends. The system of supervision and regulation applicable to the Corporation and the Bank
establishes a comprehensive framework for their respective operations and is intended primarily for
the protection of the FDICs deposit insurance funds, the depositors of the Bank, and the public,
rather than shareholders of the Bank or the Corporation.
Federal law and regulations establish supervisory standards applicable to the lending
activities of the Bank including internal controls, credit underwriting, loan documentation, and
loan-to-value ratios for loans secured by real property. The Bank is in compliance with these
requirements.
The Corporation is subject to the periodic reporting requirements of the Securities Exchange
Act of 1934, as amended, and files reports and proxy statements pursuant to such Act with the
Securities and Exchange Commission.
Employees. As of December 31, 2008, the Corporation and its subsidiaries employed 89
full-time equivalent employees.
Competition. All phases of the business of the Bank are highly competitive. The Bank
competes with numerous financial institutions, including other commercial banks, in the Macomb
County and metropolitan Detroit area. The Bank, along with other commercial banks, competes with
respect to its lending activities, and competes in attracting demand deposits with savings banks,
savings and loan associations, insurance companies, small loan companies, credit unions and with
the issuers of commercial paper and other securities, such as various mutual funds. Many of these
institutions are substantially larger and have greater financial resources than the Bank.
The competitive factors among financial institutions can be classified into two categories;
competitive rates and competitive services. Interest rates are widely advertised and thus
competitive, especially in the area of time deposits. From a service standpoint, financial
institutions compete against each other in types and quality of services. The Bank is generally
competitive with other financial institutions in its area with respect to interest rates paid on
time and savings deposits, fees charged on deposit accounts, and interest rates charged on loans.
With respect to services, the Bank offers a customer service oriented atmosphere which management
believes is better suited to its customers needs than that which is offered by other institutions
in the local market.
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
Executive Officers. The following is a list of the executive officers of the Corporation and
the Bank, together with their ages and their positions at December 31, 2008. Executive officers of
the Corporation are elected annually by the Board of Directors to serve for the ensuing years and
until their successors are elected and qualified.
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Name and Position |
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David A. Widlak
President and CEO of Community Central |
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2003 |
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Bank Corporation
President and CEO Community Central Bank |
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2007 |
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Ray T. Colonius
EVP & Chief Financial Officer of |
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1999 |
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Community Central Bank Corporation and
Community Central Bank |
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Sam A. Locricchio
Executive. Vice President & Sr. Loan Officer of
Community Central Bank |
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2003 |
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Item 1A. Risk Factors
An investment in our stock involves a number of risks. Before making an investment decision,
you should carefully consider all of the risks described in this document. If any of the risks
discussed in this document occur, our business, financial condition, liquidity and results of
operations could be materially and adversely affected. Additional risks and uncertainties not
presently known to us also may adversely affect our business, financial condition, liquidity and
results of operations.
Recent negative developments in the financial industry and credit markets may continue to adversely
impact our financial condition and results of operations.
Negative developments beginning in the latter half of 2007 in the residential mortgage market
and the securitization markets for such loans, together with other factors, have resulted in
uncertainty in the financial markets in general and a related general economic downturn, which have
continued in 2008. Many lending institutions, including us, have experienced declines in the
performance of their loans, including loans secured by residential properties. Moreover,
competition among depository institutions for deposits and quality loans has increased
significantly. In addition, the values of real estate collateral supporting many loans have
declined and may continue to decline. Bank and bank holding company stock prices have been
negatively affected, as has the ability of banks and bank holding companies to raise capital or
borrow in the debt markets compared to recent years. These conditions may have a material adverse
effect on us and others in the financial institutions industry. In addition, as a result of the
foregoing factors, there is a potential for new federal or state laws and regulations regarding
lending and funding practices and liquidity standards, and bank regulatory agencies are expected to
be very aggressive in responding to concerns and trends identified in examinations. Continued
negative developments in the financial institutions industry and the impact of new legislation in
response to those developments could restrict our business operations, including our ability to
originate loans, and adversely impact our results of operations and financial condition.
Recent legislative and regulatory initiatives to address difficult market and economic conditions
may not stabilize the U.S. banking system.
The recently enacted Emergency Economic Stabilization Act of 2008 (the EESA) authorizes the
U.S. Treasury Department (the Treasury) to purchase from financial institutions and their holding
companies up to $700 billion in mortgage loans, mortgage-related securities and certain other
financial instruments, including debt and equity securities issued by financial institutions and
their holding companies, under a troubled asset relief program (TARP). The purpose of TARP is to
restore confidence and stability to the U.S. banking system and to
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
encourage financial institutions
to increase their lending to customers and to each other. The Treasury has allocated $250 billion
towards the TARP Capital Purchase Program (CPP). Under the CPP, the Treasury has purchased
preferred equity securities from participating institutions. The EESA also increased federal
deposit insurance on most deposit accounts from $100,000 to $250,000. This increase is in place
until the end of 2009.
The EESA followed, and has been followed by, numerous actions by the Board of Governors of the
Federal Reserve System, the U.S. Congress, Treasury, the FDIC, the SEC and others to address the
current liquidity and credit crisis that has followed the sub-prime meltdown that commenced in
2007. These measures include homeowner relief that encourages loan restructuring and modification;
the establishment of significant liquidity and credit facilities for financial institutions and
investment banks; the lowering of the federal funds rate; emergency action against short selling
practices; a temporary guaranty program for money market funds; the establishment of a commercial
paper funding facility to provide back-stop liquidity to commercial paper issuers; and coordinated
international efforts to address illiquidity and other weaknesses in the banking sector. In
addition, the Treasury recently announced its Financial Stability Plan to attack the current credit
crisis, and President Obama has signed into law the American Recovery and Reinvestment Act. The
purpose of these legislative and regulatory actions is to stabilize the U.S. banking system,
improve the flow of credit and foster an economic recovery. The regulatory and legislative
initiatives described above may not have their desired effects. If the volatility in the markets
continues and economic conditions fail to improve or worsen, our business, financial condition and
results of operations could be materially and adversely affected.
Current levels of market volatility are unprecedented and may adversely affect us.
The capital and credit markets have been experiencing volatility and disruption for more than
a year. In recent months, the volatility and disruption has reached unprecedented levels. In some
cases, the markets have produced downward pressure on stock prices and credit availability for
certain issuers without regard to those issuers underlying financial strength. If current levels
of market disruption and volatility continue or worsen, we may experience an adverse effect, which
may be material, on our business, financial condition and results of operations.
Continued deterioration of the economy and real estate market in Michigan could hurt our business.
At of December 31, 2008, approximately 88.5% of the book value of our loan portfolio consisted
of loans secured by various types of real estate. Substantially all of our real property
collateral is located in Michigan. A decline in real estate values has reduced the value of the
real estate collateral securing our loans and increased the risk that we would incur losses if
borrowers defaulted on their loans. Continued declines in real estate sales and prices coupled
with a further economic slowdown or deeper recession and an associated increase in unemployment
could result in higher than expected loan delinquencies or problem assets, a decline in demand for
our products and services, or lack of growth or a decrease in deposits, which may cause us to incur
losses, adversely affect our capital and hurt our business. Such declines may have a greater
effect on our earnings and capital than on the earnings and capital of financial institutions whose
loan portfolios are more diversified.
Our business is subject to various lending risks depending on the nature of the borrowers
business, its cash flow and our collateral.
Our commercial real estate loans involve higher principal amounts than other loans, and
repayment of these loans may be dependent on factors outside our control or the control of
our borrowers. Commercial real estate lending typically involves higher loan principal
amounts, and the repayment of these loans generally is dependent, in large part, on
sufficient income from the properties securing the loans to cover operating expenses and
debt service. Because payments on loans secured by commercial real estate often depend upon
the successful operating and management of the properties, repayment of such loans may be
affected by factors outside the borrowers control, such as adverse conditions in the real
estate market or the economy or changes in government regulation. If the cash flow from the
project is reduced, the borrowers ability to repay the loan and the value of the security
for the loan may be impaired. At December 31, 2008, commercial real estate loans, excluding
construction and development loans, totaled approximately 64.4% of our total loan portfolio.
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
Repayment of our commercial and industrial loans is often dependent on cash flow of the
borrower, which may be unpredictable, and collateral securing these loans may fluctuate in
value. Our commercial and industrial loans are primarily made based on the cash flow of the
borrower and secondarily on the underlying collateral provided by the borrower. Most often,
this collateral is accounts receivable, inventory, equipment, or real estate. In the case
of loans secured by accounts receivable, the availability of funds for the repayment of
these loans may be substantially dependent on the ability of the borrower to collect amounts
due from its customers. Other collateral securing loans may depreciate over time, may be
difficult to appraise and may fluctuate in value based on the success of the business.
Adverse changes in local economic conditions impacting our business borrowers can be
expected to have a negative effect on our results of operations and capital. At December
31, 2008, commercial and industrial loans totaled approximately 9.5% of our total loan
portfolio.
Our construction and land development loans are based upon estimates of costs to
construct and value associated with the completed project. These estimates may be
inaccurate. Because of the uncertainties inherent in estimating construction costs, as well
as the market value of the completed project, it is relatively difficult to evaluate
accurately the total funds required to complete a project and the related loan-to-value
ratio. As a result, construction loans often involve the disbursement of substantial funds
with repayment dependent, in part, upon the success of the ultimate project and the ability
of the borrower to sell or lease the property, rather than the ability of the borrower or
guarantor to repay principal and interest. Delays in completing the project may arise from
labor problems, material shortages and other unpredictable contingencies. If the estimate
of the construction cost is inaccurate, we may be required to advance additional funds to
complete construction. If our appraisal of the value of the completed project proves to be
overstated, we may have inadequate security for the repayment of the loan upon completion of
the project. At December 31, 2008, construction and development loans totaled approximately
5.6% of our total loan portfolio; however, at that date these loans represented 13.9% of our
non-performing assets.
Our consumer loans generally have a higher risk of default than our other loans.
Consumer loans entail greater risk than our other loans, particularly in the case of
consumer loans that are unsecured or secured by rapidly depreciating assets. In such cases,
any repossessed collateral for a defaulted consumer loan may not provide an adequate source
of repayment of the outstanding loan balance as a result of damage, loss or depreciation.
The remaining deficiency often does not warrant further substantial collection efforts
against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan
collections are dependent on the borrowers continuing financial stability, and thus, are
more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy,
all of which increase when the economy is weak. Furthermore, the application of various
Federal and state laws, including Federal and state bankruptcy and insolvency laws, may
limit the amount that can be recovered on such loans. At December 31, 2008, consumer loans,
including credit card loans, totaled approximately 2.0% of our total loan portfolio.
We may elect, or be required, to make further increases in our provisions for loan losses and to
charge off additional loans in the future, which could adversely affect our results of operations.
For the year ended December 31, 2008, we recorded a provision for loan losses of $9.5 million,
compared to $3.6 million for the year ended December 31, 2007, which has adversely affected our
results of operations for 2008. We also recorded net loan charge-offs of $8.6 million for the year
ended December 31, 2008, compared to $1.0 million for the year ended December 31, 2007. We are
experiencing increasing loan delinquencies and credit losses. Generally, our non- performing loans
and assets reflect operating difficulties of individual borrowers resulting from weakness in the
economy. In addition, slowing sales in certain housing markets have been a contributing factor to
the increase in non-performing loans as well as the increase in delinquencies. We have modified
$8.2 million of loans, predominantly commercial and commercial real estate loans, which we
identified as possibly becoming nonperforming. At December 31, 2008, our total non-performing
assets, excluding these modified loans, had increased to $21.5 million compared to $18.5 million at
December 31, 2007. If current trends in the housing and real estate markets continue, coupled with
the downsizing of the U.S. auto industry which is significant to the southeastern Michigan region,
we expect that we will continue to experience increased delinquencies and credit losses. Moreover,
if a recession continues, we expect that it would further negatively impact economic conditions and
we could experience significantly higher delinquencies and credit losses. An
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
increase in our
credit losses or our provision for loan losses would adversely affect our financial condition and
results of operations, perhaps materially.
If our allowance for loan losses is not sufficient to cover actual loan losses, or if we are
required to increase our provision for loan losses, our results of operations and financial
condition could be materially adversely affected.
We make various assumptions and judgments about the collectibility of our loan portfolio,
including the creditworthiness of our borrowers and the value of the real estate and other assets
serving as collateral for the repayment of many of our loans. In addition, future rate resets on
adjustable rate loans could drive increases in delinquencies and ultimately losses on these loans
beyond that which has been provided for in the allowance for loan losses. In determining the
amount of the allowance for loan losses, we review our loans and the loss and delinquency
experience, and evaluate economic conditions. If our assumptions are incorrect, the allowance for
loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in the
need for additions to our allowance through an increase in the provision for loan losses. Material
additions to the allowance or increases in our provision for loan losses could have a material
adverse effect on our financial condition and results of operations.
In addition, bank regulators periodically review our allowance for loan losses and may require
us to increase our provision for loan losses or recognize further loan charge-offs. Any increase
in our allowance for loan losses or loan charge-offs as required by these regulatory authorities
may have a material adverse effect on our financial condition and results of operations.
Furthermore, we may elect to increase our provision for loan losses in light of our assessment of
economic conditions and other factors from time to time. For example, as described under the risk
factor - We may elect, or be required, to make further increases in our provisions for loan
losses and to charge off additional loans in the future, which could adversely affect our results
of operations above, we increased our provision for loan losses during 2008, which adversely
affected our results of operations. We may elect, or be required, to make further increases in our
quarterly provision for loan losses in the future, particularly if economic conditions continue to
deteriorate, which may have a material adverse effect on our financial condition and results of
operations.
Changes in economic conditions or interest rates may negatively affect our earnings, capital and
liquidity.
The results of operations for financial institutions, including the Bank, may be materially
and adversely affected by changes in prevailing local and national economic conditions, including
declines in real estate market values, rapid increases or decreases in interest rates and changes
in the monetary and fiscal policies of the federal government. Our profitability is heavily
influenced by the spread between the interest rates we earn on investments and loans and the
interest rates we pay on deposits and other interest-bearing liabilities. Substantially all our
loans are to businesses and individuals in Southeastern Michigan and any decline in the economy of
this area could adversely affect us. Like most banking institutions, our net interest spread and
margin will be affected by general economic conditions and other factors that influence market
interest rates and our ability to respond to changes in these rates. At any given time, our assets
and liabilities may be such that they are affected differently by a given change in interest rates.
Our deposit insurance premiums are expected to increase substantially, which will adversely affect
our profits.
Our deposit insurance expense for the year ended December 31, 2008 was $410,000 compared to
$283,000 for the same period in 2007. Deposit insurance premiums are expected to continue to
increase in 2009 due to recent strains on the FDIC deposit insurance fund resulting from the cost
of large bank failures and increase in the number of troubled banks.
The FDIC assesses deposit insurance premiums on all FDIC-insured institutions quarterly based
on annualized rates for four risk categories. Each institution is assigned to one of four risk
categories based on its capital, supervisory ratings and other factors. Well capitalized
institutions that are financially sound with only a few minor weaknesses are assigned to Risk
Category I. Risk Categories II, III and IV present progressively greater risks to the DIF. Under
FDICs risk-based assessment rules, effective April 1, 2009, the initial base assessment rates
prior to adjustments range from 12 to 16 basis points for Risk Category I, and are 22 basis points
for Risk Category II, 32 basis points for Risk Category III, and 45 basis points for Risk Category
IV. Initial base assessment rates are subject to adjustments based on an institutions unsecured
debt, secured liabilities and brokered deposits, such that
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
the total base assessment rates after
adjustments range from 7 to 24 basis points for Risk Category I, 17 to 43 basis points for Risk
Category II, 27 to 58 basis points for Risk Category III, and 40 to 77.5 basis points for Risk
Category IV.
The rule also includes authority for the FDIC to increase or decrease total base assessment
rates in the future by as much as three basis points without a formal rulemaking proceeding.
In addition to the regular quarterly assessments, due to losses and projected losses
attributed to failed institutions, the FDIC has adopted a rule, effective April 1, 2009, imposing
on every insured institution a special assessment equal to 20 basis points of its assessment base
as of June 30, 2009, to be collected on September 30, 2009. There is a proposal under discussion,
under which the FDICs line of credit with the U.S. Treasury would be increased and the FDIC would
reduce the special assessment to 10 basis points. There can be no assurance whether the proposal
will become effective. The special assessment rule also authorizes the FDIC to impose additional
special assessments if the reserve ratio of the DIF is estimated to fall to a level that the FDICs
board believes would adversely affect public confidence or that is close to zero or negative. Any
additional special assessment would be in amount up to 10 basis points on the assessment base for
the quarter in which it is imposed and would be collected at the end of the following quarter.
Our funding sources may prove insufficient to fund our balance sheet activities, replace deposits
at maturity and support our future growth.
Historically we relied on wholesale borrowings to help fund our lending activities. We borrow
on a collateralized basis from the Federal Home Loan Bank of Indianapolis, or the FHLB. At
December 31, 2008, we had outstanding approximately $108.2 million of FHLB advances, $276.5 million
in certificates of deposit (which included $166.4 million of brokered certificates of deposit, $6.0
million in municipal deposits, and $1.1 million in Internet deposits) and an additional $62.5
million in unused liquidity. Unused liquidity comprised Fed Funds sold, usable cash at
corrpespondent banks, unpledged available for sale and trading securities and available advances at
the FHLB. Our liquidity would be negatively affected if we no longer had access to these funds.
Actions by the FHLB, or limitations on our available collateral, or adverse regulatory action
against us may reduce or eliminate our borrowing capacity or may limit our ability to continue to
attract deposits at competitive rates. Such events could have a material adverse impact on our
results of operations and financial condition.
Future regulatory actions may adversely impact our ability to raise funds through deposits.
In particular, there is currently no restriction on our ability to acquire deposits through deposit
brokers or on the rates we may offer on deposits to attract customers. If our capital position
were to deteriorate, or other circumstances were to occur, such that we become classified as an
adequately capitalized institution (or in any lower regulatory capital category), we could be
prohibited from acquiring funds through deposit brokers and from paying rates on deposits that are
significantly higher than the prevailing rates of interest on deposits offered by insured
depository institutions in our normal market area.
Our ability to borrow could also be impaired by factors that are not specific to us, such as a
disruption in the financial markets or negative views and expectations about the prospects for the
financial services industry in light of the recent turmoil faced by banking organizations and the
continued deterioration in credit markets.
Additionally, adverse operating results or changes in industry conditions could lead to
difficulty or an inability to access these additional funding sources. Our financial flexibility
will be severely constrained if we are unable to maintain our access to funding or if adequate
financing is not available to accommodate future growth at acceptable interest rates. Finally, if
we are required to rely more heavily on more expensive funding sources to support future growth,
our revenues may not increase proportionately to cover our costs. In this case, our operating
margins and profitability would be adversely affected.
We may elect or be compelled to seek additional capital in the future, but that capital may not be
available when it is needed.
We are required by federal and state regulatory authorities to maintain adequate levels of
capital to support our operations. In addition, we may elect to raise additional capital to
support our business or to finance acquisitions, if any, or we may otherwise elect or to raise
additional capital. In that regard, a number of financial
9
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
institutions have recently raised
considerable amounts of capital as a result of deterioration in their results of operations and
financial condition arising from the turmoil in the mortgage loan market, deteriorating economic
conditions, declines in real estate values and other factors. Should we be required by regulatory
authorities to raise additional capital, we may seek to do so through the issuance of, among other
things, our common stock or preferred stock.
Our ability to raise additional capital, if needed, will depend on conditions in the capital
markets, economic conditions and a number of other factors, many of which are outside our control,
and on our financial performance. Additional capital, if needed, may not be available to us, or,
if available, may not be available on acceptable terms. If additional capital is unavailable, when
needed, or is not available on reasonable terms, our growth and future prospects could be adversely
affected.
We rely heavily on our management and other key personnel, and the loss of any of them may
adversely effect our operations.
We continue to be dependent upon the services of our executive officers and other senior
managers and commercial lenders. The loss of services of any of these individuals could have a
material adverse impact on our operations because other officers may not have the experience and
expertise to readily replace these individuals. Additionally, our future success and growth will
depend upon our ability to recruit and retain highly skilled employees with strong community
relationships and specialized knowledge in the financial services industry. The level of
competition in our industry for people with these skills is intense, and our inability to
successfully recruit qualified people and retain them could have a material adverse effect on our
business, financial condition and results of operations. We have key man life insurance in the
form of Bank Owned Life Insurance on selected executive officers, but this insurance is only
applicable on the death of one or more of these individuals.
Our future success in dependent on our ability to compete effectively in the highly competitive
banking industry.
We face substantial competition in all phases of our operations from a variety of different
competitors. Our future growth and success will depend on our ability to compete effectively in
this highly competitive environment. We compete for deposits, loans and other financial services
with numerous Michigan-based and out-of-state banks, thrifts, credit unions, investment banks and
other financial institutions as well as other entities which provide financial services. Some of
the financial institutions and financial services organizations with which we compete are not
subject to the same degree of regulation as we are. Most of our competitors have been in business
for many years, have established customer bases, are larger, and have substantially higher lending
limits than we do. The financial services industry is also likely to become more competitive as
further technological advances enable more companies to provide financial services. These
technological advances may diminish the importance of depository institutions and other financial
intermediaries in the transfer of funds between parties.
We are subject to extensive regulation which could adversely affect our business.
Our operations are subject to extensive regulation by federal, state and local governmental
authorities and are subject to various laws and judicial and administrative decisions imposing
requirements and restrictions on part or all of our operations. These regulations are primarily
intended to protect customers, not our creditors or stockholders. Because our business is highly
regulated, the laws, rules and regulations applicable to it are subject to regular modification and
change. Regulatory authorities have extensive discretion in their supervisory and enforcement
activities, including the imposition of restrictions on our operations, the classification of our
assets and determination of the level of our allowance for loan losses. Any change in this
regulation and oversight, whether in the form of regulatory policy, regulations, legislation or
supervisory action, may have a material impact on our operations or otherwise materially and
adversely affect our business, financial condition, prospects or profitability.
We continually encounter technological changes, and we may have fewer resources than our
competitors to continue to invest in technological improvements.
The financial services industry is undergoing rapid technological changes, with frequent
introductions of new technology-driven products and services. The effective use of technology
increases efficiency and enables financial institutions to better serve customers and to reduce
costs. Our future success will depend, in part, upon our ability to address the needs of our
clients by using technology to provide products and services that will satisfy
10
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
client demands for
convenience, as well as to create additional efficiencies in our operations. Many national vendors
provide turn-key services to community banks, such as internet banking and remote deposit capture,
which allow smaller banks to compete with competitors that have substantially greater resources to
invest in technological improvements. We, however, may not be able to effectively implement new
technology-driven products and services or be successful in marketing these products and services
to our customers.
Our articles of incorporation and by-laws and Michigan laws contain certain provisions that could
make a takeover more difficult.
Our articles of incorporation and by-laws, and the laws of Michigan, include provisions which
are designed to provide our board of directors with time to consider whether a hostile takeover
offer is in the best interest of the Corporation and our stockholders. These provisions, however,
could discourage potential acquisition proposals and could delay or prevent a change in control.
The provisions also could diminish the opportunities for a holder of our common stock to
participate in tender offers, including tender offers at a price above the then-current price for
our common stock. These provisions could also prevent transactions in which our stockholders might
otherwise receive a premium for their shares over then current market prices, and may limit the
ability of our stockholders to approve transactions that they may deem to be in their best
interests.
The Michigan Business Corporation Act contains provisions intended to protect stockholders and
prohibit or discourage certain types of hostile takeover activities. In addition to these
provisions and the provisions of our articles of incorporation and by-laws, Federal law requires
the Federal Reserve Boards approval prior to acquisition of control of a bank holding company.
All of these provisions may have the effect of delaying or preventing a change in control at the
Company level without action by our stockholders, and therefore, could adversely affect the price
of our common stock.
Our ability to pay dividends is limited by law and contract.
We are a holding company and substantially all of our assets are held by Community Central
Bank, our wholly owned subsidiary. Our ability to make dividend payments to our stockholders
depends primarily on available cash resources at the Company level and dividends from the Bank.
Dividend payments or extensions of credit from the Bank are subject to regulatory limitations,
generally based on capital levels and current and retained earnings, imposed by regulatory agencies
with authority over the Bank. The ability of the Bank to pay dividends is also subject to its
profitability, financial condition, capital expenditures and other cash flow requirements. We are
also prohibited from paying dividends on our common stock if the required payments on our
subordinated debentures have not been made. The Bank may not be able to pay dividends to us in the
future. In November 2008, we announced a temporary suspension of the Companys quarterly cash
dividend payable to stockholders. This action was taken to preserve capital in order to leverage
it into financing for local businesses. Our Board of Directors also adopted a voluntary resolution
at the urging of the Federal Reserve Board, our primary federal regulator, requiring the filing of
prior notice with and non-objection by the Federal Reserve Board with respect to the payment of any
dividends on our common stock or preferred stock, including the Preferred Stock. No assurances can
be given that any dividends will be paid in the future or, if paid, the amount or frequency of any
dividends.
There is a limited trading market for our common stock.
Our common stock is traded on the NASDAQ Global Market under the symbol CCBD. The
development and maintenance of an active public trading market depends upon the existence of
willing buyers and sellers, the presence of which is beyond our control. While we are a
publicly-traded company, the volume of trading activity in our stock is still relatively limited.
Even if a more active market develops, there can be no assurance that such a market will continue,
or that our stockholders will be able to sell their shares at or above the offering price.
The price of our common stock has been, and will likely continue to be, subject to
fluctuations based on, among other things, economic and market conditions for bank holding
companies and the stock market in general, as well as changes in investor perceptions of the
Company. The issuance of new shares of our common stock or securities convertible into common
stock also may affect the market for our common stock.
11
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The Corporation owns two facilities, its main branch office facility and its corporate and
bank headquarters, located in the downtown business district of Mount Clemens, Michigan. The main
branch office location contains a full service branch and houses our IT operations. The corporate
headquarters houses our executive officers and administrative office staff, as well as commercial
lending, trust, wealth management and the mortgage company operations. The Corporation leases
three operational full service branch locations in Rochester Hills, Grosse Pointe Farms, and Grosse
Pointe Woods, Michigan. The Rochester Hills branch lease has 5 years remaining on its initial
term, with a 10 year renewal option. The Grosse Pointe Farms branch location which opened in June
2006 has a 8 years remaining on the lease with a 10 year renewal option. The lease for the new
Grosse Pointe Woods location which opened in June of 2008 is for a 10 year term with a 10 year
renewal option. The mortgage company, a subsidiary of the Corporation and the Bank, has a loan
production office located in Mount Clemens, to serve the Detroit metropolitan areas. Additionally,
the mortgage company operates an office in Merrillville and Avon, Indiana, with a short-term
leases.
Item 3. Legal Proceedings
From time to time, the Corporation and the Bank may be involved in various legal proceedings
that are incidental to their business. In the opinion of management, neither the Corporation nor
the Bank is a party to any current legal proceedings that are material to the financial condition
of the Corporation or the Bank, either individually or in the aggregate.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The information shown under the caption Stockholder Information on page 62 of the
Stockholder Report filed as Exhibit 13 to this Form 10-K is incorporated herein by reference. See
Part III, Item 12 of the Form 10-K for information regarding securities authorized for issuance
under our equity compensation plans.
Item 6. Selected Financial Data
The information presented under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 41 and 61 of the Stockholder report filed as Exhibit
13 to this Form 10-K is incorporated herein by reference.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The information presented under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 41 to 61 of the Stockholder Report filed as Exhibit
13 to this Form 10-K is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
The information presented under the caption Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 41 to 61 of the Stockholder report filed as Exhibit
13 to this Form 10-K is incorporated herein by reference.
12
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
Item 8. Financial Statements and Supplementary Data
The information presented under the captions Consolidated Balance Sheet, Consolidated
Statement of Income, Consolidated Statement of Comprehensive Income, Consolidated Statement of
Changes in Stockholders Equity, Consolidated Statement of Cash Flow, and Notes to Consolidated
Financial Statements, on pages 1 through 40 of the Stockholder Report filed as Exhibit 13 to this
Form 10-K, as well as the Report of Independent Registered Public Accounting Firm of Plante &
Moran, PLLC, dated March 30, 2009, included in the Stockholder Report, are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There are no changes in or disagreements with accountants on accounting and financial
disclosure.
Item 9A(T). Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Corporations
disclosure controls and procedures (as defined in Section 13a-15(e) of the Securities Exchange Act
of 1934 (the Exchange Act)) as of December 31, 2008, was carried out under the supervision and
with the participation of the Corporations Chief Executive Officer, Principal Financial Officer
and several other members of the Corporations senior management. The Corporations Chief
Executive Officer and Principal Financial Officer concluded that the Corporations disclosure
controls and procedures as currently in effect are effective in ensuring that the information
required to be disclosed by the Corporation in the reports it files or submits under the Exchange
Act is (i) accumulated and communicated to the Corporations management (including the Chief
Executive Officer and Principal Financial Officer) in a timely manner, and (ii) recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms.
The Corporation intends to continually review and evaluate the design and effectiveness of its
disclosure controls and procedures and to improve its controls and procedures over time and to
correct any deficiencies that it may discover in the future. The goal is to ensure that senior
management has timely access to all material non-financial information concerning the Corporations
business. While the Corporation believes the present design of its disclosure controls and
procedures is effective to achieve its goal, future events affecting its business may cause the
Corporation to modify its disclosure controls and procedures.
(b) Managements Report on Internal Control Over Financial Reporting: Management of
Community Central Bank Corporation and its subsidiary (the Corporation) is responsible for
establishing and maintaining an effective system of internal control over financial reporting. The
Corporations system of internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
There are inherent liabilities in the effectiveness of any system of internal control over
financial reporting, including the possibility of human error and circumvention or overriding of
controls. Accordingly, even an effective system of internal control over financial reporting can
provide only reasonable assurance with respect to financial statement preparation. Projections of
any evaluation of effectiveness to future periods are subject to the risks that controls may become
inadequate because of changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Management assessed the Corporations systems of internal control over financial reporting as
of December 31, 2007. This assessment was based on criteria for effective internal control over
financial reporting described in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment, management
believes that, as of December 31, 2008, the Corporation maintained effective internal control over
financial reporting based on those criteria.
This annual report does not include an attestation report of the Corporations registered
public accounting firm regarding internal control over financial reporting. Managements report
was not subject to attestation by the Corporations registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the Corporation to provide
only managements report in this annual report.
13
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
(c) Changes in Internal Control Over Financial Reporting: There have been no changes in
our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that
occurred during the quarter ended December 31, 2008, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors. The information presented under the caption Election of Directors Information
about Directors and Nominees as Directors in the Proxy Statement of the Corporation for its Annual
Meeting of Stockholders to be held on May 19, 2009, (the Proxy Statement), a copy of which has
been filed with the Securities and Exchange Commission, is incorporated herein by reference.
Executive Officers. Information concerning Executive Officers of the Corporation is presented
under the caption Executive Officers in Part I of this Form 10-K and is incorporated herein by
reference.
Audit Committee Financial Expert. Information concerning the Corporations audit committee
financial expert is presented under the caption Board Meetings, Board Committees and Corporate
Governance Matters Independent Directors in the Proxy Statement and is incorporated herein by
reference.
Compliance with Section 16(a). Based solely on our review of copies of reports filed pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended or written representations from
persons required filing such reports, we believe that all filings required to be made were timely
made in accordance with the requirements of the Securities Exchange Act of 1934.
Code of Ethics. We have adopted a written Code of Business Conduct and Ethics that applies to
our principal executive officer, principal financial officer, principal accounting officer, and
persons performing similar functions, and to all of our other employees and our directors. A copy
of the Corporations Code of Business Conduct and Ethics was filed with the SEC as Exhibit 14 to
the Corporations Annual Report on Form 10-KSB for the year ended December 31, 2003 and is posted
on the shareholder relations section of our web site at www.communitycentralbank.com.
Item 11. Executive Compensation.
The information presented under the captions Executive Compensation, and Director
Compensation in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information presented under the caption Stock Ownership of Certain Beneficial Owners and
Management in the Proxy Statement is incorporated herein by reference.
14
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
The following table provides information as of December 31, 2008 with respect to shares of
Corporations common stock that may be issued under our existing equity compensation plans and
arrangements, which include the Corporations 1996 Employee Stock Option Plan, 1999 Stock Option
Plan for Directors, 2000 Employee Stock Option Plan and 2002 Incentive Plan, as amended. Each of
these plans has been approved by the Corporations stockholders and filed with the SEC. All
amounts in the table have been adjusted to reflect the effects of stock dividends paid by the
Corporation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
|
remaining available for |
|
|
Number of securities to |
|
|
|
|
|
future issuance under |
|
|
be issued upon |
|
Weighted-average |
|
equity compensation |
|
|
exercise |
|
exercise price of |
|
plans. (excluding |
|
|
of outstanding Option, |
|
outstanding options, |
|
securities reflected in |
|
|
warrants and rights. |
|
warrants and rights. |
|
column (a)). |
Plan Category |
|
(a) |
|
(b) |
|
(c) |
Equity Compensation
plans approved by
security holders |
|
|
303,475 |
|
|
$ |
7.91 |
|
|
|
66,479 |
|
Equity compensation
plans not approved
by security holders |
|
None |
|
|
None |
|
|
None |
Total |
|
|
303,475 |
|
|
$ |
7.91 |
|
|
|
66,479 |
|
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information presented under the captions Board Meetings, Board Committees and Corporate
Governance Matters and Certain Transactions in the Proxy Statement is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services.
The information presented under the caption Selection and Relationship with Independent
Auditor in the Proxy Statement is incorporated herein by reference.
Part IV
Item 15. Exhibits, Financial Statement Schedules
|
(a)(1) |
|
Financial Statements. The following financial statements and reports of Independent
Registered Public Accounting Firm of Community Central Bank Corporation are filed as
part of this report: |
|
|
|
|
Reports of Independent Registered Public Accounting Firm dated March 30, 2009 |
|
|
|
|
Consolidated Balance Sheet December 31, 2008 and 2007 |
|
|
|
|
Consolidated Statement of Income for each of the three years in the period ended
December 31, 2008 |
|
|
|
|
Consolidated Statement of Comprehensive Income for each of the three years in
the period ended December 31, 2008 |
|
|
|
|
Consolidated Statements of Changes in Stockholders Equity for each of the three
years in the period ended December 31, 2008 |
|
|
|
|
Consolidated Statement of Cash Flow for each of the three years in the period
ended December 31, 2008 |
|
|
|
|
Notes to Consolidated Financial Statements, the financial statements, the notes
to financial statements, and the report of independent registered public
accounting firm listed above are incorporated by reference in Item 8 of this
report. |
|
|
(a)(2) |
|
Financial Statement Schedules |
|
|
|
|
Not applicable. |
15
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
|
(a)(3) See Exhibits below |
(b) Exhibits
The exhibits to this report on Form 10-K are listed below.
|
3.1 |
|
Articles of Incorporation are incorporated by reference to Exhibit 3.1 of the
Corporations Registration Statement on Form SB-2 (SEC File No. 333-04113). |
|
|
3.2 |
|
Bylaws, as amended, of the Corporation are incorporated by reference to Exhibit
3 of the Corporations Current Report on Form 8-Kfiled on September 19, 2007 (SEC File
No. 000-33373). |
|
|
4.1 |
|
Specimen stock certificate of Community Central Bank Corporation is
incorporated by reference to Exhibit 4.2 of the Corporations Registration Statement on
Form SB-2 (SEC File No. 333-04113). |
|
|
4.2 |
|
Certificate of Designation of Community Central Bank Corporation filed on
December 30, 2008 with the State of Michigan designating the preferences, limitations,
voting powers and relative rights of the Series A Preferred Stock, is incorporated by
reference to Exhibit 4.1 of the Corporations Current Report on Form 8-K filed on
January 6, 2009. (SEC File No. 000-33373) |
|
|
10.1 |
|
1996 Employee Stock Option Plan is incorporated by reference to Exhibit 10.1 of
the Corporations Registration Statement on Form SB-2 (SEC File No. 333-04113). |
|
|
10.2 |
|
2000 Employee Stock Option Plan is incorporated by reference to Exhibit 10.6 of
the Corporations Annual Report on Form 10-KSB for the year ended December 31, 2000
(SEC File No. 000-33373). |
|
|
10.3 |
|
2002 Incentive Plan is incorporated by reference to Exhibit 10.7 of the
Corporations Annual Report on Form 10-KSB for the year ended December 31, 2001 (SEC
File No. 000-33373). |
|
|
10.4 |
|
Community Central Bank Supplemental Executive Retirement Plan, as amended, and
Individual Participant Agreements are incorporated by reference to Exhibit 10.6 of the
Corporations Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File
No. 000-33373). |
|
|
10.5 |
|
Community Central Bank Death Benefit Plan, as amended, is incorporated by
reference to Exhibit 10.7 of the Corporations Annual Report on Form 10-K for the year
ended December 31, 2006 (SEC File No. 000-33373). |
|
|
10.6 |
|
Form of Incentive Stock Option Agreement incorporated by reference to Exhibit
99.1 of the Corporations Current Report on Form 8-K filed on March 25, 2005. (SEC
File No. 000-33373) |
|
|
10.7 |
|
Form of Non-qualified Stock Option Agreement incorporated by reference to
Exhibit 99.1 of the Corporations Current Report on Form 8-K filed on January 17, 2006.
(SEC File No. 000-33373) |
|
|
10.8 |
|
Summary of Current Director Fee Arrangements is incorporated by reference to
Exhibit 10.10 of the Corporations Annual Report on Form 10-KSB for the year ended
December 31, 2004. (SEC File No. 000-33373) |
|
|
11 |
|
Computation of Per Share Earnings |
|
|
13 |
|
2008 Stockholder Report (Except for the portions of the 2008 Stockholder Report
that are expressly incorporated by reference in this Annual Report on Form 10-K, the
2008 Stockholder Report of the Corporation shall not be deemed filed as a part hereof.) |
|
|
14 |
|
Code of Business Conduct and Ethics is incorporated by reference to Exhibit 14
of the Corporations Form 10-KSB for the year ended December 31, 2003 (SEC File No.
000-33373). |
|
|
21 |
|
List of subsidiaries of the Corporation |
|
|
23 |
|
Consent of Independent Registered Public Accounting Firm |
|
|
31.1 |
|
Rule 13a 14(a) Certification (Chief Executive Officer) |
|
|
31.2 |
|
Rule 13a 14(a) Certification (Chief Financial Officer) |
|
|
32 |
|
Rule 1350 Certifications |
16
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
COMMUNITY CENTRAL BANK CORPORATION |
|
|
|
|
|
|
|
/S/ DAVID A. WIDLAK
David A. Widlak; President and
Chief Executive Officer
(Duly authorized officer)
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities indicated
on March 31, 2009:
|
|
|
|
|
/S/ GEBRAN S. ANTON
Gebran S. Anton; Director
|
|
/S/ JAMES T. MESTDAGH
James T. Mestdagh; Director
|
|
|
|
|
|
|
|
/S/ SALVATORE COTTONE
Salvatore Cottone; Director
|
|
/S/ DEAN S. PETITPREN
Dean S. Petitpren; Chairman Director
|
|
|
|
|
|
|
|
/S/ CELESTINA GILES
Celestina Giles; Director
|
|
/S/ JOHN W. STROH, III
John W. Stroh, III; Director
|
|
|
|
|
|
|
|
/S/ JOSEPH F. JEANNETTE
Joseph F. Jeannette; Director
|
|
/S/ DAVID A. WIDLAK
David A. Widlak; President and Chief
|
|
|
|
|
Executive Officer and Director
(principal executive officer) |
|
/S/ RAY T. COLONIUS
Ray T. Colonius, EVP & CFO
(principal financial
and accounting officer)
|
|
|
|
17
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-K (continued)
EXHIBIT INDEX
|
|
|
EXHIBIT NUMBER |
|
EXHIBIT DESCRIPTION |
|
|
|
11
|
|
Computation of Per Share Earnings |
|
|
|
13
|
|
2008 Stockholder Report. Except for the portions of the 2008 Stockholder
Report that are expressly incorporated by reference in this Annual Report on Form 10-K,
the 2008 Stockholder Report of the Corporation shall not be deemed filed as a part
hereof. |
|
|
|
21
|
|
List of subsidiaries of the Corporation |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
31.1
|
|
Rule 13a 14(a) Certification (Chief Executive Officer) |
|
|
|
31.2
|
|
Rule 13a 14(a) Certification (Chief Financial Officer) |
|
|
|
32
|
|
Rule 1350 Certification |
18