UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2004
Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Michigan 38-3291744
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(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
100 North Main Street, PO Box 7, Mount Clemens, MI 48046-0007
-------------------------------------------------------------
(Address of principal executive offices and zip code)
(586) 783-4500
---------------------------
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at August 13, 2004
----- ------------------------------
Common Stock, $5 stated value 2,862,182 Shares
Check whether the issuer (1) 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 [X] No [ ]
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
1
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
PART I
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
June 30,
2004 December 31,
(Unaudited) 2003
----------- ------------
(In thousands)
Assets
Cash and due from banks $ 8,229 $ 5,127
Federal funds sold 27,800 1,100
----------- ------------
Cash and Cash Equivalents 36,029 6,227
----------- ------------
Securities available for sale, at fair value 55,629 57,135
Securities held to maturity, at amortized cost 957 895
FHLB stock 3,176 3,103
Residential mortgage loans held for sale 4,008 7,241
Loans
Residential mortgage loans 81,495 71,263
Commercial loans 205,054 189,099
Installment loans 12,713 10,466
----------- ------------
Total Loans 299,262 270,828
Allowance for credit losses (3,263) (3,573)
----------- ------------
Net Loans 295,999 267,255
----------- ------------
Net property and equipment 4,877 3,977
Accrued interest receivable 1,394 1,305
Other real estate owned 681 363
Goodwill 743 743
Core deposit intangible, net of amortization 187 248
Cash surrender value of Bank owned life insurance 7,403 7,222
Other assets 3,032 2,162
----------- ------------
Total Assets $ 414,115 $ 357,876
=========== ============
(continued)
2
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
CONSOLIDATED BALANCE SHEETS
June 30,
2004 December 31,
(Unaudited) 2003
--------- ------------
(In thousands, except share data)
Liabilities
Deposits
Noninterest bearing demand deposits $ 35,836 $ 33,814
NOW and money market accounts 43,368 41,484
Savings deposits 14,256 6,389
Time deposits 216,796 173,669
--------- ---------
Total deposits 310,256 255,356
--------- ---------
Repurchase agreements 8,276 12,836
Federal Home Loan Bank advances 60,374 54,374
Accrued interest payable 625 511
Other liabilities 406 752
ESOP note payable 230 271
Subordinated debentures 10,310 10,000
--------- ---------
Total Liabilities 390,477 334,100
--------- ---------
Stockholders' Equity
Common stock -- $5 stated value; 9,000,000 shares
authorized; 2,862,182 shares issued and
outstanding at 6-30-2004 and 2,721,875 at
12-31-2003 14,311 13,609
Additional paid-in capital 6,408 5,308
Retained earnings 3,845 5,225
Unearned employee benefit (230) (271)
Accumulated other comprehensive income (696) (95)
--------- ---------
Total Stockholders' Equity 23,638 23,776
--------- ---------
Total Liabilities and Stockholders' Equity $ 414,115 $ 357,876
========= =========
3
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
------- ------- ------- -------
(In thousands, except per share data)
Interest Income
Loans (including fees) $ 4,361 $ 3,520 $ 8,508 $ 6,814
Securities 519 486 1,018 1,026
Federal funds sold 19 27 41 46
------- ------- ------- -------
Total Interest Income 4,899 4,033 9,567 7,886
------- ------- ------- -------
Interest Expense
Deposits 1,369 1,171 2,670 2,330
Short term borrowings 21 23 45 53
Advances from FHLB 442 464 892 909
ESOP loan interest expense 2 4 5 7
Interest expense of subordinated debentures 129 129 256 257
------- ------- ------- -------
Total Interest Expense 1,963 1,791 3,868 3,556
------- ------- ------- -------
Net Interest Income 2,936 2,242 5,699 4,330
Provision for credit losses 1,475 25 1,600 75
------- ------- ------- -------
Net Interest Income after Provision 1,461 2,217 4,099 4,255
------- ------- ------- -------
Noninterest Income
Deposit service charges 70 56 138 107
Net realized security gain (loss) (17) 253 120 407
Mortgage banking income 1,476 2,330 2,730 3,608
Other income 201 83 341 116
------- ------- ------- -------
Total Noninterest Income 1,730 2,722 3,329 4,238
------- ------- ------- -------
Noninterest Expense
Salaries, benefits, and payroll taxes 1,952 2,681 3,811 4,542
Premises and fixed asset expense 377 302 738 590
Other operating expense 807 1,191 2,075 1,929
------- ------- ------- -------
Total Noninterest Expense 3,136 4,174 6,624 7,061
------- ------- ------- -------
Income Before Taxes 55 765 804 1,432
Provision for income taxes (51) 238 150 431
------- ------- ------- -------
Net Income $ 106 $ 527 $ 654 $ 1,001
======= ======= ======= =======
(continued)
4
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Per share data:
Basic earnings $ 0.04 $ 0.20 $ 0.23 $ 0.38
Diluted earnings $ 0.04 $ 0.20 $ 0.23 $ 0.37
======== ======== ======== ========
Cash Dividends $ 0.05 $ 0.05 $ 0.10 $ 0.10
======== ======== ======== ========
Notes
- Weighted average shares outstanding have been adjusted to reflect the
5% stock dividend in June of 2004.
5
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
------- ------- ------- -------
(In thousands)
Net Income as Reported $ 106 $ 527 $ 654 $ 1,001
Other Comprehensive Income, Net of Tax
Change in unrealized gain on securities
Available for sale (818) 113 (601) (49)
------- ------- ------- -------
Comprehensive Income ($ 712) $ 640 $ 53 $ 952
======= ======= ======= =======
6
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
Six Months Ended June 30,
2004 2003
-------- ---------
(In thousands)
Operating Activities
Net income $ 654 $ 1,001
Adjustments to reconcile net income to net cash flow
from operating activities:
Net premium of security discount 201 423
Net gain on sales and call of securities (120) (407)
Provision for credit losses 1,600 75
Depreciation expense 233 192
Deferred income tax expense (206) (78)
ESOP compensation expense 41 25
(Decrease) increase in accrued interest receivable (89) 122
(Decrease) in other assets (483) (6,594)
Increase (decrease) in accrued interest payable 114 (45)
(Decrease) increase in other liabilities (345) 21
Decrease (increase) in loans held for sale 3,233 (5,443)
-------- --------
Net Cash Provided by (Used in) Operating Activities 4,833 (10,708)
Investing Activities
Maturities, calls, sales and prepayments of securities available for sale 41,541 61,802
Purchase of securities available for sale (41,024) (53,435)
Maturities, calls, and prepayments of investment securities 62 312
Purchases of investment securities (199) (445)
(Increase) in loans (30,344) (20,212)
Purchases of property and equipment (1,133) (1,824)
-------- --------
Net Cash Used in Investing Activities (31,097) (13,802)
Financing Activities
Net increase in demand and savings deposits 11,773 9,416
Net increase in time deposits 43,126 17,901
Net decrease in short term borrowings (4,560) (581)
Increase in FHLB advances 6,000 8,900
Repayment of capitalized lease obligation -- (951)
Payment of ESOP debt (41) (26)
Stock option exercise/stock awards 52 530
Cash dividends paid (284) (270)
Repurchase of common stock -- (196)
-------- --------
Net Cash Provided by Financing Activities 56,066 34,723
-------- --------
Increase in Cash and Cash Equivalents 29,802 10,213
Cash and Cash Equivalents at the Beginning of the Year 6,227 9,405
-------- --------
Cash and Cash Equivalents at the End of the Period $ 36,029 $ 19,618
======== ========
Supplemental Disclosure of Cash Flow Information:
Interest Paid $ 3,754 $ 3,660
Federal Taxes Paid $ 375 $ 455
======== ========
7
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
COMMUNITY CENTRAL BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The financial statements of Community Central Bank Corporation (the
"Corporation") include the consolidation of its direct and indirect
subsidiaries: Community Central Bank (the "Bank"); and Community Central
Mortgage Company, LLC (the "Mortgage Company").
The Corporation's Consolidated Balance Sheets are presented as of June 30,
2004 and December 31, 2003, and Consolidated Statements of Income and
Comprehensive Income for the three and six month periods ended June 30,
2004 and 2003, and Consolidated Statements of Cash Flow for the six months
ended June 30, 2004 and 2003. 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
Corporation's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003.
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.
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, which are employed in the preparation of
financial statements.
Allowance for Credit Losses: The allowance for credit 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 and anticipated
economic conditions that may affect the borrower's 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.
3. Community Central Capital Trust I, a business trust subsidiary of the
Corporation sold 10,000 shares of cumulative preferred securities ("trust
preferred securities") at $1,000.00 per trust preferred security in June
2002. The proceeds from the sale of the trust preferred securities were
used by the trust to purchase an equivalent amount of subordinated
debentures from the Corporation. The trust preferred securities carry a
variable rate of interest at the three month libor plus 365 basis points,
have a stated maturity of 30 years, and, in effect, are guaranteed by the
Corporation. The securities are redeemable at par after 5 years.
Distributions on the trust preferred securities are payable quarterly on
March 30, June 30, September 30 and December 30. The first distribution
was paid on September 30, 2002 and distributions have been made quarterly
ever since. Under certain circumstances, distributions may be deferred for
up to 20 calendar quarters. However, during any such deferrals, interest
accrues on any unpaid distributions at the rate of the three month libor
plus 365 basis points. The trust preferred securities are carried on the
Corporation's consolidated balance sheet as a liability and the interest
expense is recorded on the Corporation's consolidated statement of income.
The trust preferred securities qualify for up to 25% of tier I capital.
Any amount in excess of this limit may be included in tier 2 capital.
Prior to 2004, the trust was consolidated in the Corporation's financial
statements, with the trust preferred securities issued by the trust
reported in liabilities as "Guaranteed Preferred Beneficial Interest in
the Corporation's Subordinated Debentures" and the subordinated debentures
eliminated in consolidation. Under new accounting guidance, FASB
Interpretation No. 46, as revised in December 2003, the trust is no longer
consolidated with the Corporation, accordingly, the Corporation does not
report the securities issued by the trust as liabilities, and instead
reports as liabilities the subordinated debentures issued by the
Corporation and held by the trust, as these are no longer eliminated in
consolidation. Amounts previously reported as "Guaranteed preferred
beneficial interest in Corporation's subordinated debentures" in
liabilities
8
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
have been recaptioned "subordinated debentures" and continue to be
presented in liabilities on the balance sheet. The effect of no longer
consolidating the trust does not significantly change the amounts reported
as the Corporation's assets, liabilities, equity, or interest expense.
4. The Corporation did not issue incentive options during the six months
ended June 30, 2004, or 2003. If the Corporation had used the fair value
method of accounting, using the Black Scholes option pricing model and
recognizing compensation cost for the plan based on the fair market value
of the grant date, net income and earnings per share on a pro forma basis
would have been as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
------- ------- ------- ---------
(in thousands, except per share data)
Net income, as reported $ 106 $ 527 $ 654 $ 1,001
Deduct: Total stock-based employee and director
compensation expense under fair value based
methods of awards, net of related tax effects (22) (27) (40) (55)
------- ------- ------- ---------
Pro forma net income $ 84 $ 500 $ 614 $ 946
======= ======= ======= =========
Earnings per share
Basic - as reported $ 0.04 $ 0.20 $ 0.23 $ 0.38
Basic - pro forma $ 0.03 $ 0.19 $ 0.22 $ 0.36
Diluted - as reported $ 0.04 $ 0.20 $ 0.23 $ 0.37
Diluted - pro forma $ 0.03 $ 0.19 $ 0.21 $ 0.35
The fair value of each option grant is estimated on the date of grant using the
Black Scholes option pricing model with the following weighted average
assumptions. The assumptions listed below were used in 2004 and 2003, with no
practical changes during each respective period.
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
------- ------- ------- -------
Dividend yield or expected dividends 1.49% 2.03% 1.49% 2.03%
Risk free interest rate 4.00% 4.00% 4.00% 4.00%
Expected life 7 - 10 yrs. 10 yrs. 7 - 10 yrs. 10 yrs.
Expected volatility 9.60% 21.92% 9.60% 21.92%
9
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion compares the financial condition of the Corporation and
its wholly owned subsidiaries at June 30, 2004 and December 31, 2003 and the
results of operations for the three and six months ended June 30, 2004 and 2003.
This discussion should be read in conjunction with the financial statements and
statistical data presented elsewhere in this report. This report contains
forward-looking statements that are based on management's 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 ("Future
Factors") 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 include changes in interest rate and interest rate relationships;
demand for products and services; the degree of competition by traditional and
non-traditional competitors; changes in banking regulation; changes in tax laws;
changes in accounting standards; changes in prices, levies, and assessments; the
impact of technological advances; governmental and regulatory policy changes;
the outcomes of contingencies; trends in customer behavior as well as their
ability to repay loans; changes in the national and local economy; our ability
to successfully integrate acquisitions into our existing operations, and the
availability of new acquisition's that build shareholder value; and other
factors, including risk factors, referred to from time to time in filings made
by the Corporation with the Securities and Exchange Commission.
10
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
ASSETS
The Corporation's total assets increased by $56.2 million, to $414.1 million at
June 30, 2004, compared to $357.9 million at December 31, 2003. The largest
segment of asset growth occurred in the loan portfolio which increased $28.4
million from December 31, 2003. Loans increased during the first six months of
2004 in all categories. Residential loans, which include home equity lines of
credit, increased $10.2 million primarily from portfolio loans generated by the
Mortgage Company. Commercial loans, commercial real estate loans and commercial
and industrial business loans, increased $13.1 and $2.8 million, or 8.8% and
7.2%, respectively. Loan growth occurred from an expanded pipeline and emphasis
on closing approved loans. Installment loans increased $2.2 million primarily
from the generation of boat loans.
The total security portfolio at June 30, 2004 was $56.6 million, which was
comprised of $55.6 million in available for sale securities and $1.0 million in
held to maturity securities. The security portfolio consisted of government
agency and bank qualified tax-exempt municipal securities. The total security
portion decreased $1.4 million from December 31, 2003. The net change occurred
because of maturities, security calls, and sales from restructuring programs.
During the first six months ended June 30, 2004, the tax-exempt municipal
securities increased $5.0 million and the mortgage backed securities decreased
$5.6 million. Federal Agency debentures, which are partially pledged against
repurchase agreements, remained relatively unchanged, decreasing $802,000 for
the respective period. At June 30, 2004, the available for sale portfolio had
net unrealized losses of $1.1 million, compared to a $144,000 unrealized loss at
December 31, 2003. The decrease in overall market value was due to the increase
in market interest rates. On the balance sheet, securities are classified as
held to maturity, when the Corporation has the ability and intent to hold to
maturity. Held to maturity securities are recorded at cost, adjusted for
amortization of premium or accretion of discount. Securities available for sale
are shown on the balance sheet at estimated fair market value.
Mortgage loans held for sale totaled $4.0 million at June 30, 2004 compared to
$7.2 million at December 31, 2003. The mortgage loans were originated by the
Bank's mortgage subsidiary, which started operations July 9, 2001. Loans closed
generally remain in loans held for sale for less than 30 days in duration. Loans
are normally committed for sale before funding takes place.
The Corporation makes loans to customers primarily in Macomb County, Michigan.
Although the Corporation has a diversified loan portfolio, a substantial portion
of the local economy has traditionally been dependent on the automotive
industry. Accordingly, a downturn in the automotive industry could adversely
affect a borrower's ability to repay its loan. Additionally, the Corporation had
approximately $58.1 million in outstanding loans at June 30, 2004, to borrowers
in the real estate rental and property management industries, representing
approximately 36% of the total commercial real estate loan portfolio.
11
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
A summary of nonperforming assets is as follows:
June 30, December 31,
2004 2003
-------- ------------
(In thousands)
Impaired loans:
Nonaccrual
Commercial $2,494 $ 365
Residential real estate -- --
Installment -- --
------ ------
Total nonaccrual loans 2,494 365
Loans past due 90 days and still accruing interest:
Commercial -- --
Residential real estate 130 116
Installment 8 3
------ ------
Total loans past due 90 days and
still accruing interest 138 119
------ ------
Other real estate owned (net) 681 363
------ ------
Total nonperforming assets $3,313 $ 847
====== ======
Total nonperforming loans as a
percentage of total loans 0.88% 0.18%
====== ======
Total nonperforming assets as a percentage
of total assets 0.80% 0.24%
====== ======
At June 30, 2004, nonperforming loans totaled $2.6 million compared to $484,000
at December 31, 2003, an increase of $2.1 million. The largest increase in
nonperforming loans, $1.0 million, was due to a $2.0 million relationship that
the bank became aware of the borrowers severe financial difficulties in the
second quarter of 2004. One million of this relationship was charged-off in the
second quarter of 2004. The remaining balance of the relationship, $1.0 million
was primarily secured by commercial real estate. Subsequent to June 30, 2004,
$917,000 of the remaining balance was paid off. The Bank is pursuing the
borrower on fraud and other claims. The remaining increase in nonperforming
loans was largely attributable to a loan acquired at a discount from the
purchase and assumption of North Oakland Community Bank. This loan had a net
book value of $801,000 as of June 30, 2004, and is secured by residential real
estate properties. Management believes the collateral is sufficient to fully
collect the net book balance. The remaining increase is attributable to normal
activity within the loan portfolio.
In the second quarter of 2004, $1.9 million in commercial and industrial were
charged-off. The aggregate of the charged off loans comprised substantially of
three lending relationships, with the largest for $1 million mentioned above.
The other two loan charge offs of substance totaled $778,000 and had
deteriorated from the purchase and assumption of North Oakland Community Bank.
Of the total loans charged off in the second quarter, specific allowances of
$503,000 had been assigned to these credits in previous quarters as a part of
the overall allowance for credit losses.
12
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
The following table shows an analysis of the allowance for credit losses:
June 30, December 31,
2004 2003
-------- ------------
(Dollars in thousands)
Allowance for credit losses at
beginning of period $3,573 $3,377
Provision charged to expense 1,600 275
Loans charged off (1,922) (123)
Loans recovered 12 44
------ ------
Allowance for credit losses at end of period $3,263 $3,573
====== ======
Allowance for credit losses as a percentage
of total loans 1.09% 1.32%
The allowance for credit losses as a percentage of total loans was 1.09% at June
30, 2004, versus 1.32% at December 31, 2003. In each accounting period,
management evaluates the problems and potential losses in the loan portfolio.
Consideration is also given to off-balance sheet items that may involve credit
risk, such as commitments to extend credit and financial guarantees.
Management's evaluation of the allowance is further based on consideration of
actual loss experience, the present and prospective financial condition of
borrowers, adequacy of collateral, industry concentrations within the portfolio,
and general economic conditions. Management believes that the present allowance
is adequate, based on the broad range of considerations listed above.
The primary risk element considered by management regarding each installment 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 creditor's rights in order to preserve the Bank's position. The primary risk
elements concerning commercial 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 financial statements from its
commercial loan customers, and periodically reviews the condition and value of
the collateral securing the loans.
Although management believes that the allowance for credit losses is adequate to
absorb losses as they arise, there can be no assurance that the Corporation will
not sustain losses in any given period that could be substantial in relation to
the size of the allowance for credit losses.
13
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
LIABILITIES
During the six months ended June 30, 2004, total deposits increased $54.9
million to $310.3 million. The increase in deposits was attributable to
increases in certificates of deposit and savings accounts of $43.1 million and
$7.9 million, respectively. Growth was also supplemented by small increases in
demand, money market and NOW accounts of $3.9 million. The growth in
certificates of deposit was aided by increases of $17.2 million in local
municipal deposits and $28.0 million of brokered deposits and internet based
certificates of deposit. At June 30, 2004 the Corporation had $77.9 million in
local municipal deposits, $44.2 million in brokered certificates of deposit and
$30.4 million in internet certificates of deposit. See "Liquidity and Capital
Resources" below. The Corporation has been utilizing Federal Home Loan Bank
("FHLB") advances to better match against interest rate risk as described below.
Short term borrowings at June 30, 2004 consisted of short term FHLB advances of
$24.0 million and securities sold with an agreement to repurchase them the
following day of $8.3 million. Following are details of our short term
borrowings for the dates indicated:
June 30, December 31,
2004 2003
-------- ------------
(Dollars in thousands)
Amount outstanding at end of period $32,276 $31,836
Weighted average interest rate on ending balance 1.49% 1.39%
Maximum amount outstanding at any month end
during the period $32,276 $38,106
In June 2001, the Corporation started to borrow long-term advances from the FHLB
to fund fixed rate instruments and to minimize the interest rate risk associated
with certain fixed rate commercial mortgage loans and investment securities.
These advances are secured under a blanket security agreement by first mortgage
loans and the pledging of certain securities.
FHLB advances outstanding at June 30, 2004 were as follows:
Ending Average rate
Balance at end of period
------- ----------------
(Dollars in thousands)
Short-term FHLB advances $24,000 1.75%
Long-term FHLB advances 36,374 3.99%
------- ----
$60,374 3.10%
Long-term advances were comprised twenty-two advances with maturities ranging
from September 2005 to December 2012.
14
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
LIQUIDITY AND CAPITAL RESOURCES
The liquidity of a bank allows it to provide funds to meet loan requests, to
accommodate possible outflows in deposits, and to take advantage of other
investment opportunities. Funding of loan requests, providing for liability
outflows, and managing interest rate margins require continuous analysis to
match the maturities of specific categories of loans and investments with
specific types of deposits and borrowings. Bank liquidity depends upon the mix
of the banking institution's potential sources and uses of funds. The major
sources of liquidity for the Bank have been deposit growth, federal funds sold,
loans and securities which mature within one year, and sales of residential
mortgage loans. Additional liquidity is provided by $22.5 million in available
unsecured federal funds borrowing facilities, and a $75.0 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 time certificates of deposit. We anticipate that we will have
sufficient funds available to meet our future commitments. As of June 30, 2004,
unused commitments comprised $74.8 million. The Bank has $156.3 million in time
deposits coming due within the next twelve months from June 30, 2004. At June
30, 2004, the Bank had $44.2 million in brokered certificates of deposit, of
which $26.8 million is due within one year or less. Additionally, at June 30,
2004, municipal time deposits and internet time deposits were $77.9 million and
$30.4 million, respectively. Municipal time deposits typically have maturities
less than three months. $14.1 million of internet certificates of deposit mature
in one year or less. On May 18, 2004, the Corporation's Board of Directors
declared the Corporation's tenth consecutive quarterly cash dividend of $0.05
per common share, payable July 1, 2004, to shareholders of record June 1, 2004.
Following are selected 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.
June 30, December 31, Minimum Ratio
2004 2003 for Capital
---------------------- ---------------------- Adequacy Ratio to be
Capital Ratio Capital Ratio Purposes "Well Capitalized"
------- ----- ------- ----- ------------- ------------------
Total capital to risk-weighted assets
Consolidated $36,660 12.13% $36,266 13.39% 8% 10%
Bank only 34,389 11.41% 32,808 12.14% 8% 10%
Tier I capital to risk-weighted assets
Consolidated $31,196 10.32% $30,505 11.27% 4% 6%
Bank only 31,126 10.32% 29,427 10.89% 4% 6%
Tier I capital to average assets
Consolidated $31,196 8.03% $30,505 8.56% 4% NA
Bank only 31,126 8.02% 29,427 8.27% 4% 5%
15
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
The following table shows the changes in stockholders' equity for the six months
ended June 30, 2004:
Additional Unearned Accumulated Other
Common Paid-In Retained Employee Comprehensive Total
Stock Capital Earnings Benefits Income/(Loss) Equity
------- ----------- -------- -------- --------------- -------
Beginning balance, January 1 $13,609 $5,308 $5,225 ($271) ($ 95) $23,776
Cash dividend -- -- (284) -- -- (284)
Stock option exercise/stock awards 22 30 -- -- -- 52
Stock dividend 680 1,070 (1,750) -- -- -------
Net income -- -- 654 -- -- 654
Release of ESOP shares -- -- -- 41 -- 41
Change in unrealized gain/loss -- -- -- -- (601) (601)
------- ------ ------ ----- ----- -------
Balance June 30, 2004 $14,311 $6,408 $3,845 ($230) ($696) $23,638
======= ====== ====== ===== ===== =======
NET INTEREST INCOME
For the quarter ended June 30, 2004, net interest income increased by 31.0%, or
$694,000, over the second quarter of 2003. This increase was primarily
attributable to an expanded interest earning asset base, which was aided by an
increased net interest margin. The net interest margin was positively impacted
by the growth in the loan portfolio versus a stable cost of liability funding.
During most of 2002 and 2003, the margin was negatively affected by refinancing
and the removal of interest rate floors on loans from competitive pressures. The
Corporation continues to utilize advances from the Federal Home Loan Bank to
control interest rate risk when funding longer term fixed rate loans and
investments. The net interest margin increased for the second quarter 2004 to
3.18% compared with 2.96% for the second quarter of 2003. The net interest
margin for the second quarter 2004 on a fully taxable equivalent basis was 3.25%
compared to the second quarter of 2003 at 3.03%.
Net interest income for six months ended June 30, 2004 increased by 31.6%, or
$1.4 million, over the first six months of 2003. Again, this increase was
attributable to an expanded interest earning asset base and an increased net
interest margin. The net interest margin, measured on a fully taxable equivalent
basis, for the six months ended June 30, 2004 was 3.22%, compared with 3.0% for
the six months ended June 30, 2003. Net interest margin for the six months ended
June 30, 2004 was favorably impacted by the same reasons as mentioned above for
the second quarter of 2004.
16
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (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 Six Months Ended
June 30, 2004 vs. 2003 June 30, 2004 vs. 2003
------------------------------------- ----------------------------------
Increase (Decrease) Increase (Decrease)
Due to Changes In Due to Changes In
---------------------- ----------------------
Volume Volume
Total and Both Rate Total and Both Rate
------- -------- ------- ------- -------- -------
(in thousands)
Earning Assets - Interest Income
Loans $ 841 $ 991 ($ 150) $ 1,694 $ 2,029 ($ 335)
Securities 33 (29) 62 (8) (96) 88
Federal funds sold (8) -- (8) (5) 3 (8)
------- ------- ------- ------- ------- -------
Total 866 962 (96) 1,681 1,936 (255)
------- ------- ------- ------- ------- -------
Deposits and Borrowed Funds - Interest Expense
NOW and money market accounts (5) 12 (17) (17) 36 (53)
Savings deposits 35 23 12 50 32 18
Time deposits 168 348 (180) 307 667 (360)
FHLB and repo sweeps (24) 40 (64) (25) 126 (151)
ESOP (2) -- (2) (2) (1) (1)
Subordinated debentures -- 4 (4) (1) 8 (9)
------- ------- ------- ------- ------- -------
Total 172 427 (255) 312 868 (556)
------- ------- ------- ------- ------- -------
Net Interest Income $ 694 $ 535 $ 159 $ 1,369 $ 1,068 $ 301
======= ======= ======= ======= ======= =======
17
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
AVERAGE BALANCE SHEET
The following tables show the Corporation's 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 and six month periods ended June 30, 2004 and 2003.
Average loans are presented net of unearned income, gross of the allowance for
credit losses. Interest on loans includes loan fees. Average securities are
based on amortized cost.
Three Months Ended June 30,
-------------------------------------------------------------------------
2004 2003
--------- ---------
Average Average
Interest Rate Interest Rate
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid Balance Expense Paid
-------- ---------- -------- -------- --------- --------
(In thousands)
Assets
Loans $305,680 $ 4,361 5.71% $236,226 $ 3,520 5.96%
Securities 54,421 519 3.81 57,418 486 3.39
Federal funds sold 8,945 19 0.85 8,967 27 1.20
-------- ---------- -------- -------- --------- --------
Total Earning Assets/
Total Interest Income 369,046 4,899 5.31 302,611 4,033 5.33
-------- ---------- -------- -------- --------- --------
Cash and due from banks 7,566 5,956
All other assets 12,978 7,602
-------- --------
Total Assets $389,590 $316,169
======== ========
Liabilities and Equity
NOW and money market accounts $ 43,340 108 1.00 $ 38,555 113 1.17
Savings deposits 11,905 44 1.48 5,637 9 0.64
Time deposits 199,433 1,217 2.44 142,367 1,049 2.95
FHLB and repurchase agreements 64,950 463 2.85 59,396 487 3.28
ESOP 247 2 3.24 304 4 5.26
Subordinated debentures 10,310 129 5.00 10,000 129 5.16
-------- ---------- -------- -------- --------- --------
Total Interest Bearing Liabilities/
Total Interest Expense 330,185 1,963 2.38 256,259 1,791 2.80
-------- ---------- -------- -------- --------- --------
Noninterest bearing demand deposits 34,320 36,185
All other liabilities 754 900
Stockholders' equity 24,331 22,825
-------- --------
Total Liabilities and Stockholder's Equity $389,590 $316,169
======== ========
Net Interest Income $ 2,936 $ 2,242
========== =========
Interest Rate Spread 2.93% 2.53%
======== ========
Net Interest Margin (Net Interest
Income/Total Earning Assets) 3.18% 2.96%
======== ========
Net Interest Margin
(fully taxable equivalent) 3.25% 3.03%
======== ========
18
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Six Months Ended June 30,
---------------------------------------------------------------------------
2004 2003
--------- -------
Average Average
Interest Rate Interest Rate
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid Balance Expense Paid
-------- --------- -------- --------- ------- --------
(In thousands)
Assets
Loans $298,715 $ 8,508 5.70% $227,460 $6,814 5.99%
Securities 54,236 1,018 3.75 59,349 1,026 3.46
Federal funds sold 8,217 41 1.00 7,649 46 1.20
-------- -------- -------- -------- ------ ------
Total Earning Assets/
Total Interest Income 361,168 9,567 5.30 294,458 7,886 5.36
-------- -------- -------- -------- ------ ------
Cash and due from banks 7,161 5,746
All other assets 12,722 5,502
-------- --------
Total Assets $381,051 $305,706
======= ========
Liabilities and Equity
NOW and money market accounts $ 42,934 215 1.00 $ 35,647 232 1.30
Savings deposits 10,405 69 1.33 5,625 19 0.68
Time deposits 191,846 2,386 2.49 138,256 2,079 3.01
FHLB and repurchase agreements 66,757 937 2.81 57,786 962 3.33
ESOP 256 5 3.91 320 7 4.38
Subordinated debentures 10,310 256 4.97 10,000 257 5.14
-------- -------- -------- -------- ------ ------
Total Interest Bearing Liabilities/
Total Interest Expense 322,508 3,868 2.40 247,634 3,556 2.87
-------- -------- -------- -------- ------ ------
Noninterest bearing demand deposits 33,422 34,738
All other liabilities 914 913
Stockholders' equity 24,207 22,421
-------- --------
Total Liabilities and Stockholder's Equity $381,051 $305,706
======== ========
Net Interest Income $ 5,699 $4,430
======== ======
Interest Rate Spread 2.90% 2.49%
======== ======
Net Interest Margin (Net Interest
Income/Total Earning Assets) 3.16% 2.94%
======== ======
Net Interest Margin
(fully taxable equivalent) 3.22% 3.01%
======== ======
19
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
PROVISION FOR CREDIT LOSSES
The provision for credit losses for the three months ended June 30, 2004 was
$1.5 million, an increase of $1,450,000 from the three months ended June 30,
2003. The larger provision was made in part, to adequately cover the charge offs
of $1.9 million detailed on page 12. Of the loans charged off $503,000 had been
assigned a specific allowance.
The provision for credit losses for the six months ended June 30, 2004 was $1.6
million, an increase of $1.5 million from the comparable period of 2003. The
larger provision for the first six months was attributable to events in the
second quarter mentioned above.
NONINTEREST INCOME
Noninterest income decreased by $992,000, or 36.4%, for the second quarter of
2004 versus the second quarter of 2003. The largest component of noninterest
income is mortgage banking income. Mortgage banking income decreased $854,000,
or 36.7%, to $1.5 million for the quarter ended June 30, 2004 compared to the
same period in 2003. The decrease in mortgage originations and the corresponding
level of gains on the sales of mortgages has been affected by the nationwide
decrease in mortgage refinancing. Service charge income during the second
quarter of 2004 was $70,000, an increase of $14,000 or a 25.0% increase over the
second quarter of 2003. The increase in service charge income was due to the
addition of the Rochester branch in the fourth quarter of 2003, coupled with
selected increases in the fees assessed to customers on checking and other
applicable deposit accounts. Net security (losses) of $17,000 was the result of
security restructuring activity.
Noninterest income for the six months ended June 30, 2004 decreased $909,000, or
21.4% compared to the first six months of 2003. The decrease was due primarily
to decreases in mortgage banking income of $878,000, or 24.3% for these same
reasons detailed above.
NONINTEREST EXPENSE
Noninterest expense in the second quarter of 2004 was $3.1 million, a decrease
of $1.0 million from the second quarter of 2003, or 24.9%. Salaries, benefits,
and payroll taxes for the second quarter of 2004 were $2.0 million, which was a
decrease of $729,000 compared to the second quarter of 2003. Salaries, benefits
and payroll taxes related to the Mortgage Company decreased $894,000 when
comparing the second quarter of 2004 compared to 2003. The decrease in expense
was directly related to the decrease in mortgage banking income noted above in
noninterest income. This decrease was the largest factor attributable to the
overall decrease in noninterest expense. Salaries and benefits from the
operations of the Rochester Branch, coupled with general merit increases for the
overall organization comprised the remainder of the net change in overall
salaries and benefit expense. Total premises and fixed asset expense of $377,000
for the second quarter of 2004, increased $75,000, or 24.8% due to the Rochester
Hill branch operations representing $45,000, or 60% of the relative increase,
with the remainder of increase in overall premises expense attributable to
property taxes and other premises related to cost of operations. Other operating
expenses of $807,000 for the second quarter of 2004, decreased $384,000, or
32.2% from decreases in costs attributable to areas such as data processing,
advertising, business development and promotional items.
Noninterest expense for the six months ended June 30, 2004 decreased $447,000,
or 6.3%. This was due to decreases in salaries, benefits and payroll taxes of
$731,000, or 16.1%. The decreases in salaries, benefits and payroll taxes were
primarily due to the Mortgage Company operations and an offset to the
corresponding decrease in mortgage banking income. Premises and fixed asset
expense and other operating expense increased for the comparable six month
period $148,000 and $146,000, respectively. This was due primarily to the
Rochester Hills branch operations.
20
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
ASSET/LIABILITY MANAGEMENT
The Corporation's Asset Liability Management Committee ("ALCO"), which meets at
least quarterly, is responsible for reviewing the interest rate sensitivity
position of the Corporation 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.
Static 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.
Static 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 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.
21
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
The following table presents an analysis of our interest-sensitivity static gap
position at June 30, 2004. All interest-earning assets and interest-bearing
liabilities are shown based on the earlier of their contractual maturity or
repricing dated 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 June 30, 2004, the Corporation is considered asset sensitive in
the time interval of the first three months. The Corporation is 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 One Within Five
Months Year Five Years Years Total
------- ----------- ---------- ------- --------
(in thousands)
Interest earning assets:
Federal funds sold $27,800 $ -- $ -- $ -- $27,800
Securities 13,090 1,959 21,381 21,210 57,640
FHLB stock -- -- -- 3,176 3,176
Portfolio loans and
held for resale 146,516 22,160 95,579 39,015 303,270
------- -------- --------- ------- --------
Total 187,406 24,119 116,960 63,401 $391,886
------- -------- --------- ------- ========
Interest bearing liabilities:
NOW and money market
accounts 6,020 17,927 19,421 -- $ 43,368
Savings deposits 1,140 3,564 9,552 -- 14,256
Jumbo time deposits 83,135 49,520 21,101 2,248 156,004
Time deposits < $100,000 19,389 10,641 30,762 -- 60,792
Repurchase agreements 8,276 -- -- -- 8,276
FHLB and repo sweeps 17,000 7,000 25,874 10,500 60,374
ESOP payable 230 -- -- -- 230
Subordinated debentures 10,310 -- -- -- 10,310
------- -------- --------- ------- --------
Total 145,500 88,652 106,710 12,748 $353,610
------- -------- --------- ------- ========
Interest rate sensitivity gap $41,906 ($ 64,533) $ 10,250 $50,653
Cumulative interest rate
sensitivity gap ($ 22,627) ($ 12,377) $38,276
Interest rate sensitivity gap
ratio 1.29 0.27 1.10 4.97
Cumulative interest rate
sensitivity gap ratio 0.90 0.96 1.11
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
Bank's 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 the timing, magnitude,
and frequency of interest rate changes, changes in market conditions,
management's pricing decisions, and customer reactions to those decisions, among
other factors.
On a quarterly basis, the net interest income simulation model is used to
quantify the effects of hypothetical changes in interest rates on the Bank's net
interest income over a projected twelve-month period. The model permits
22
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
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, 2004, the most recent and available analysis, the simulation
model projects net interest income would remain relatively unchanged decreasing
one-half of one percent, or 0.5% of the base net interest income, assuming an
instanteous parallel shift upward in the yield curve by 200 basis points.
Conversely, if the yield curve were to decrease by 200 basis points, the model
projects net interest income would increase by 1.9%.
ITEM 3. CONTROLS AND PROCEDURES
An evaluation of the Corporation's disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934 ("Act")) as
of June 30, 2004, was carried out under the supervision and with the
participation of the Corporation's Chief Executive Officer, Chief Financial
Officer and several other members of the Corporation's senior management. The
Corporation's Chief Executive Officer and Chief Financial Officer concluded that
the Corporation's disclosure controls and procedures as currently in effect are
effective in ensuring that the information required to be disclosed by the
Corporation in the report it files or submits under the Act is (i) accumulated
and communicated to the Corporation's 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
SEC's 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
June 30, 2004, 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 Corporation's
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.
23
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
PART II
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On April 20, 2004, Community Central Bank Corporation held its Annual Meeting of
Stockholders ("Meeting"). The following matters were voted on at the Meeting.
Election of the following persons as directors of the Corporation for terms to
expire in 2007:
NOMINEE VOTES FOR VOTES WITHHELD TOTAL
------- --------- -------------- ---------
Salvatore Cottone 2,404,314 58,658 2,462,972
Bobby L. Hill 2,404,314 58,658 2,462,972
Dean S. Petitpren 2,409,792 53,180 2,462,972
Ronald R. Reed 2,408,714 54,258 2,462,972
The following are the names of the directors (and remaining term) whose term in
office continued after the Meeting: Gebran S. Anton (2005); David E. Bonior
(2006); Joseph Catenacci (2006); Celestina Giles (2006); Joseph F. Jeannette
(2005); Michael D. Schwartz (2005) and David A. Widlak (2006).
Amendment to the 2002 Incentive Plan to Add 100,000 Shares to Existing Plan:
AMENDMENT VOTES FOR AGAINST ABSTAIN NON-VOTE TOTAL
Amendment to the 2002 Incentive
Plan to Add 100,000 Shares
To Existing Plan 1,441,636 95,049 12,364 913,923 2,462,972
ITEM 5. OTHER INFORMATION.
Stock Dividend - On April 20, 2004, the Corporation's Board of Directors
declared a 5% stock dividend, payable June 1, 2004, to shareholders of record
May 3, 2004.
Cash Dividend - On May 18, 2004, the Corporation's Board of Directors declared
the Corporation's ninth quarterly cash dividend of $0.05 per common share,
payable July 1, 2004, to shareholders of record June 1, 2004.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: See Exhibit Index attached.
(b) Reports on Form 8-K during the quarter ended June 30, 2004: None
24
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
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 August 13, 2004.
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)
25
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
3.1 Articles of Incorporation are incorporated by reference to
exhibit 3.1 of the Corporation's Registration Statement on
Form SB-2 (Commission File Number 333-04113) which became
effective on September 23, 1996
3.2 Bylaws of the Corporation, as amended and currently in effect.
4.1 Specimen of Stock Certificate of Community Central Bank
Corporation is incorporated by reference to Exhibit 4.2 of the
Corporation's Registration Statement on Form SB-2 (Commission
File No. 333-4113) which became effective on September 23,
1996
10.1 1996 Employee Stock Option Plan is incorporated by reference
to exhibit 10.1 of the Corporation's Registration Statement on
Form SB-2 (Commission File No. 333-04113) which became
effective September 23, 1996
10.2 1996 Stock Option Plan for Nonemployee Directors is
incorporated by reference to exhibit 10.2 of the Corporation's
Registration Statement on Form SB-2 (Commission File No.
333-04113) which became effective September 23, 1996
10.3 1999 Stock Option Plan for Directors in incorporated by
reference to exhibit 10.5 of the Corporation's Annual Report
filed with the SEC on Form 10-KSB for the year ended December
31, 1999 (Commission File No. 000-33373)
10.4 2000 Employee Stock Option Plan is incorporated by reference
to exhibit 10.6 of the Corporation's Annual Report filed with
the SEC on Form 10-KSB for the year ended December 31, 2000
(Commission File No. 000-33373)
10.5 2002 Incentive Plan is incorporated by reference to exhibit
10.7 of the Corporation's Annual Report filed with the SEC on
Form 10-KSB for the year ended December 31, 2001 (Commission
File No. 000-33373)
10.6 Community Central Bank Supplemental Executive Retirement Plan
is incorporated by reference to exhibit 10.6 of the
Corporation's Form 10-QSB filed with the SEC for the quarter
ended June 20, 3003 (Commission File No. 000-3373)
10.7 Community Central Bank Death Benefit Plan is incorporated by
reference to exhibit 10.7 of the Corporation's Form 10-QSB
filed with the SEC for the quarter ended June 20, 3003
(Commission File No. 000-3373)
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
26
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
EXHIBIT 3.2
BY-LAWS OF THE CORPORAITON, AS AMENDED
AND CURRENTLY IN EFFECT
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office shall be in the City of
Mount Clemens, State of Michigan.
SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Michigan as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. TIMES AND PLACES OF MEETINGS. All meetings of the shareholders
shall be held at such times and places, within or without the State of Michigan,
as may be fixed from time to time by the Board of Directors. If no designation
of the place of a meeting is made, such meeting shall be held at the principal
office of the corporation in Mount Clemens, Michigan.
SECTION 2. ANNUAL MEETINGS. Annual meetings of the shareholders shall be
held each year at such time on such business day as may be designated by the
Board of Directors, or if no such designation is made, at 10 a.m. on the third
Tuesday in April, or if that day is a legal holiday, then on the next succeeding
business day at such place and hour as shall be fixed by the Board of Directors.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by resolution of a majority of the Board of Directors or by the Chairman
of the Board and shall be held on a date fixed by the Board of Directors or the
Chairman of the Board.
SECTION 4. NOTICE OF MEETINGS. Written notice of each meeting of
shareholders, stating the time, place and purposes thereof, shall be given to
each shareholder entitled to vote at the meeting not less than ten (10) nor more
than sixty (60) days before the date fixed for the meeting. Notice of a meeting
need not be given to any shareholder who signs a waiver of notice before or
after the meeting. Attendance of a shareholder at a meeting shall constitute
both (a) a waiver of notice or defective notice except when the shareholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to holding the meeting or transacting any business because the meeting
has not been lawfully called or convened, and (b) a waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, except when the shareholder
objects to considering the matter when it is presented.
SECTION 5. SHAREHOLDER LIST. The officer or agent who has charge of the
stock ledger of the corporation shall prepare and make a complete list of the
shareholders entitled to vote at each meeting, arranged by class or series of
shares in alphabetical order, showing the address of and the number of shares
registered in the name of each shareholder. The list shall be produced and kept
at the time and place of the meeting and may be inspected at any time during the
meeting by any shareholder who is present at the meeting.
SECTION 6. QUORUM. Unless a greater or lesser quorum is provided in the
Articles of Incorporation or bylaws, shares entitled to cast a majority of the
votes at a meeting constitute a quorum at the meeting. Except when the holders
of a class or series of shares are entitled to vote separately on an item of
business, shares of all classes and series entitled to vote shall be combined as
a single class and series for the purpose of determining a quorum. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, shares of that class or series entitled to cast a majority of
the votes of that class or series at a meeting constitute a quorum of that class
or series at the meeting unless a greater or lesser quorum is provided in the
Articles of Incorporation or bylaws. If there is no quorum, the officer of the
corporation presiding as chairman of the meeting shall have the
27
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present, when any business may be
transacted which might have been transacted at the meeting as first convened had
there been a quorum. However, if the adjournment is for more than thirty (30)
days, or if after the adjournment the Board fixes a new record date for the
adjourned meeting, notice of the time, place and purposes of such meeting shall
be given to each shareholder of record on the new record date. Once a quorum is
determined to be present, the shareholders present in person or by proxy at such
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a meeting is
adjourned solely for the purpose of receiving the results of voting by
shareholders, such meeting need not be reconvened. If not reconvened, such
meeting shall stand adjourned pending submission of the results of voting to the
Secretary of the corporation, whereupon such meeting shall stand adjourned until
the next regular or special meeting of shareholders.
SECTION 7. VOTE REQUIRED. When a quorum is present at a meeting, any
action to be taken by a vote of the shareholders, other than the election of
directors, shall be authorized by a majority of the votes cast by the holders of
shares entitled to vote on the action, unless a greater vote is required by the
Articles of Incorporation or express provision of statute. Except as otherwise
provided by the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast at an election.
SECTION 8. VOTING RIGHTS. Except as otherwise provided by the Articles of
Incorporation or the resolution or resolutions of the Board of Directors
creating any class of stock, each shareholder shall at every meeting of the
shareholders he entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such shareholder. Each proxy to vote
shall be in writing and signed by the shareholder or his or her duly authorized
representative, and no proxy shall be voted after three years from its date,
unless the proxy provides for a longer period.
SECTION 9. CONDUCT OF MEETINGS. Meetings of shareholders generally shall
follow accepted rules of parliamentary procedure, subject to the following:
(a) The chairman of the meeting shall have absolute authority over
matters of procedure, and there shall be no appeal from the ruling of the
chairman. If, in his or her absolute discretion, the chairman deems it
advisable to dispense with the rules of parliamentary procedure as to any
meeting of shareholders or part thereof, he or she shall so state and
shall clearly state the rules under which the meeting or appropriate part
thereof shall be conducted.
(b) If disorder should arise which, in the absolute discretion of
the chairman, prevents the continuation of the legitimate business of the
meeting, the chairman may quit the chair and announce the adjournment of
the meeting, and upon his or her so doing, the meeting is immediately
adjourned without the necessity of any vote or further action of the
shareholders.
(c) The chairman may require any person who is not a bona fide
shareholder of record on the record date, or a validly appointed proxy of
such a shareholder, to leave the meeting.
(d) The chairman may introduce nominations, resolutions or motions
submitted by the Board of Directors for consideration by the shareholders
without a motion or second. Except as the chairman shall direct, a
resolution or motion not submitted by the Board of Directors shall be
considered for a vote only if proposed by a shareholder of record on the
record date or a validly appointed proxy of such a shareholder, and
seconded by such a shareholder or proxy other than the individual who
proposed the resolution or motion.
(e) Except as the chairman shall direct, no matter may be presented
to the meeting which has not been submitted in writing to the Secretary
for inclusion in the agenda at least 10 days before the date of the
meeting.
(f) When all shareholders present at a meeting in person or by proxy
have been offered an opportunity to vote on any matter properly before a
meeting, the chairman may at his or her discretion declare the polls to be
closed, and no further votes may be cast or changed after such
declaration. If no
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
such declaration is made by the chairman, the polls shall remain open and
shareholders may cast additional votes or change votes until the
inspectors of election have delivered their final report to the chairman.
(g) When the chairman has declared the polls to be closed on all
matters then before a meeting, the chairman may declare the meeting to be
adjourned pending determination of the results by the inspectors of
election. In such event, the meeting shall be considered adjourned for all
purposes, and the business of the meeting shall be finally concluded upon
delivery of the final report of the inspectors of election to the chairman
at or after the meeting.
(h) When the chairman determines that no further matters may
properly come before a meeting, he or she may declare the meeting to be
adjourned, without motion, second, or vote of the shareholders.
(i) When the chairman has declared a meeting to be adjourned, unless
the chairman has declared the meeting to be adjourned until a later date,
no further business may properly he considered at the meeting even though
shareholders or holders of proxies representing a quorum may remain at the
site of the meeting.
SECTION 10. INSPECTORS OF ELECTION. The Board of Directors or, if they
shall not have so acted, the Chairman of the Board, may appoint at or prior to
any meeting of shareholders one or more persons (who may be directors or
employees of the corporation) to serve as inspectors of election. The inspectors
so appointed shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes or ballots, hear and
determine challenges and questions arising in connection with the right to vote,
count and tabulate votes or ballots, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders.
SECTION 11. VOTING. When any vote is taken by written ballot at any
meeting of shareholders, an unrevoked proxy submitted in accordance with its
terms shall be accepted in lieu of, and shall be deemed to constitute, a written
ballot marked as specified in such proxy.
ARTICLE III
RECORD DATE
SECTION 1. FIXING OF RECORD DATE BY BOARD. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or to express consent to or dissent
from any corporate action in writing without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interests arising out of
any change, conversion or exchange of capital stock, or for the purpose of any
other action, the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareholders. Such date shall not be more
than sixty (60) days nor less than ten (10) days before the date of any such
meeting, nor more than sixty (60) days prior to the effectuation of any other
action proposed to be taken. Only shareholders of record on a record date so
fixed shall be entitled to notice of, and to vote at, such meeting or to receive
payment of any dividend or the distribution or allotment of any rights or
evidences of interests arising out of any change, conversion or exchange of
capital stock.
SECTION 2. PROVISION FOR RECORD DATE IN THE ABSENCE OF BOARD ACTION. If a
record date is not fixed by the Board of Directors: (a) the record date for
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the day next preceding the day on
which notice is given, or, if no notice is given, the day next preceding the day
on which the meeting is held; (b) the record date for determining shareholders
entitled to express consent to corporate action in writing, without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed; and (c) the record date for
determining shareholders for any other purpose shall be the close of business on
the day on which the resolution of the Board relating thereto is adopted.
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
SECTION 3. ADJOURNMENTS. When a determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders has been made as
provided in this Article, the determination applies to any adjournment of the
meeting unless the Board fixes a new record date for the adjourned meeting.
ARTICLE IV
DIRECTORS
SECTION 1. NUMBER AND QUALIFICATION OF DIRECTORS. Each Director shall be
at least twenty-one (21) years of age. A director need not be a citizen of the
United States or a resident of the State of Michigan. The number of directors
shall be fixed by resolution of the Board of Directors as provided in the
Articles of Incorporation.
SECTION 2. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors shall be filled in the
manner provided in the Articles of Incorporation.
SECTION 3. POWERS. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these bylaws directed or required to be
exercised or done by the shareholders.
SECTION 4. FEES AND EXPENSES. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed compensation for attending
committee meetings.
SECTION 5. RESIGNATION AND REMOVAL. Any director may resign at any time
and such resignation shall take effect upon receipt of written notice thereof by
the corporation, or at such subsequent time as set forth in the notice of
resignation. Directors may be removed only as provided by statute or the
Articles of Incorporation.
SECTION 6. RETIREMENT. The mandatory retirement age of any Director shall
be 75 years of age. The retirement date will be the close of business on the
date of the annual meeting of shareholders of the corporation after the director
reaches his 75th birthday.
ARTICLE V
MEETINGS OF DIRECTORS
SECTION 1. PLACE OF MEETINGS. The Board of Directors of the corporation
may hold meetings, both regular and special, either within or without the State
of Michigan.
SECTION 2. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held with or without notice at such time and at such place as shall from
time to time be determined by the Board.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman of the Board or the President on two (2) days notice to each
director, either personally, by mail, by telegram, by facsimile transmission, or
by telephone; special meetings shall be called by the Chairman of the Board or
the President in like manner and on like notice on the written request of two
(2) directors.
SECTION 4. PURPOSE NEED NOT BE STATED. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of such meeting.
SECTION 5. QUORUM. At all meetings of the Board of Directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at any meeting at
which there is a quorum shall be the acts of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum is not present at any meeting of the
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.
SECTION 6. ACTION WITHOUT A MEETING. Unless otherwise restricted by the
Articles of Incorporation or these bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if, before or after the action, all members of
the Board or of such committee, as the case may be, consent thereto in writing
and such written consent is filed with the minutes or proceedings of the Board
or committee.
SECTION 7. MEETING BY TELEPHONE OR SIMILAR EQUIPMENT. Members of the Board
of Directors or any committee designated by the Board of Directors may
participate in a meeting of the Board or such committee by means of conference
telephone or similar communications equipment by means through which all persons
participating in the meeting can communicate with each other. Participation in a
meeting pursuant to this Section shall constitute presence in person at the
meeting.
SECTION 8. WAIVER OF NOTICE. Attendance of a director at or participation
in a meeting of the Board of Directors or any committee constitutes a waiver of
notice of the meeting, except where a director attends a meeting for the express
purpose of objecting, at the beginning of the meeting or upon his or her
arrival, to the meeting or the transaction of any business because the meeting
has not lawfully been called or convened, and the person does not thereafter
vote for or assent to any action taken at the meeting. Notice of any meeting of
the Board or a committee need not be given to any person entitled thereto who
waives such notice in writing, either before or after the meeting.
ARTICLE VI
COMMITTEES OF DIRECTORS
SECTION 1. COMMITTEES. The Board of Directors may from time to time
appoint committees, whose membership shall consist of such members of the Board
of Directors as it may deem advisable, to serve at the pleasure of the Board.
Such committee shall have the authority delegated to them by the Board of
Directors. The Board of Directors may also appoint directors to serve as
alternates for members of each committee in the absence or disability of regular
members. The Board of Directors may fill any vacancies in any committee as they
occur.
SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee, if there is one,
shall have and may exercise the full powers and authority of the Board of
Directors in the management of the business affairs and property of the
corporation during the intervals between meetings of the Board of Directors. The
Executive Committee shall also have the power and authority to declare
distributions and dividends and to authorize the issuance of stock.
SECTION 3. MEETINGS. Each committee provided for above shall meet as often
as its business may require and may fix a day and time for regular meetings,
notice of which shall not he required. Whenever the day fixed for a meeting
shall fall on a holiday, the meeting shall be held on the following business day
or on such other day as the chairman of the committee may determine. Special
meetings of committees may be called by any member, and notice thereof may be
given to the members by telephone, telegram, letter or facsimile transmission. A
majority of the members of a committee shall constitute a quorum for the
transaction of the business of the committee. A record of the proceedings of
each committee shall be kept and presented to the Board of Directors.
SECTION 4. SUBSTITUTES. In the absence or disqualification of a member of
a committee, the members thereof present at a meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of such absent or
disqualified member.
ARTICLE VII
OFFICERS
SECTION 1. APPOINTMENT OF OFFICERS. The Board of Directors at its first
meeting after the annual meeting of shareholders, or as soon as practicable
after the election of directors in each year, shall appoint from its
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
number a Chairman of the Board and a President. The Board of Directors shall
also appoint a Secretary and a Treasurer, all of whom shall be officers of the
corporation. The Board of Directors may also appoint and expressly designate
such other individuals as it may deem proper to be officers of the corporation,
with such titles as the Board of Directors may deem appropriate. If the offices
of Chairman of the Board and President are held by a single person, that officer
shall be the Chief Executive Officer of the corporation; if not, the Board of
Directors shall designate either the Chairman of the Board or the President to
be the Chief Executive Officer of the corporation. The dismissal of an officer,
the appointment of an officer to fill the office of one who has been dismissed
or has ceased for any reason to be an officer, the appointment of any additional
officers and the change of an officer to a different or additional office may be
made by the Board of Directors at any later meeting. Any two or more offices may
be filled by the same person.
SECTION 2. AUTHORITY OF OFFICERS. The Chief Executive Officer, the
President (if not also the Chief Executive Officer), the Secretary, the
Treasurer, and such other persons as the Board of Directors shall have appointed
and expressly designated as officers shall be the only officers of the
corporation. Only the officers of the corporation shall have discretionary
authority to determine the fundamental policies of the corporation.
SECTION 3. TERM OF SERVICE. Each officer shall serve at the pleasure of
the Board. The Board of Directors may remove any officer from his or her office
for cause or without cause. Any officer may resign his or her office or position
at any time, such resignation to take effect upon receipt of written notice
thereof by the corporation unless otherwise specified in the resignation.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the shareholders and all meetings of the Board of Directors
unless the Chairman shall designate another individual as the presiding officer.
SECTION 5. PRESIDENT. The President shall, subject to the direction of the
Board of Directors, see that all orders and resolutions of the Board are carried
into effect, and shall perform all other duties necessary or appropriate to his
or her office, subject, however, to his or her right and the right of the
directors to delegate any specific powers to any other officer or officers of
the corporation. In case of the absence or inability to act of the Chairman of
the Board, the President shall exercise all of the duties and responsibilities
of the Chairman until the Board shall otherwise direct.
SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, in
addition to his or her duties as Chairman of the Board or President, as the case
may be, shall have final authority, subject to the control of the Board of
Directors, over the general policy and business of the corporation. The Chief
Executive Officer shall have the power, subject to the control of the Board of
Directors, to appoint, suspend or discharge and to prescribe the duties and to
fix the compensation of such agents and employees of the corporation, other than
the officers appointed by the Board, as he or she may deem necessary.
SECTION 7. VICE CHAIRMEN OF THE BOARD. Each Vice-Chairman of the Board
shall have such powers and perform such duties as may be assigned to him or her
from time to time by the Board of Directors. In case of the absence or inability
to act of the Chairman of the Board and the President, the duties of his or her
office shall, unless otherwise specified by these bylaws, be performed by the
Vice-Chairmen of the Board in the order of their seniority or such other
priority as may be established by the Board, unless and until the Board shall
otherwise direct, and, when so acting, the duly authorized Vice-Chairman of the
Board shall have all the powers of, and shall be subject to the restrictions
upon, the Chairman of the Board.
SECTION 8. VICE PRESIDENTS. Each Executive Vice President, Senior Vice
President, Vice President, Assistant Vice President and such other vice
presidents as may be designated by the Board of Directors shall have such powers
and perform such duties as may be assigned to him or her from time to time by
the Board of Directors or the Chief Executive Officer. In case of the absence or
inability to act of the President, the duties of the President shall, unless
otherwise specified by these Bylaws, be performed by the Executive Vice
Presidents, the Senior Vice Presidents, the Vice Presidents, the Assistant Vice
Presidents and then such other vice presidents as may be designated by the Board
in the order of their seniority or such other priority as may be established by
the Board, unless and until the Board shall otherwise direct, and, when so
acting, the duly authorized Executive Vice President, Senior Vice President,
Vice President or Assistant Vice President shall have all the powers of, and
shall be subject
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
to the restrictions upon, the President. Executive Vice Presidents, Senior Vice
Presidents, Vice Presidents and Assistant Vice Presidents have the authority to
sign or execute contracts and other documents which shall be binding on the
corporation and to fulfill the terms thereof, but such Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents and Assistant Vice
Presidents shall not have the discretionary policymaking authority conferred
upon the officers by these bylaws unless expressly designated as an officer by
the Board of Directors.
SECTION 9. SECRETARY. The Secretary shall tend all sessions of the Board
of Directors and all meetings of the shareholders and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose. The
Secretary shall perform like duties for committees when required. He or she
shall give, or cause to be given, notice of all meetings of the shareholders and
meetings of the Board of Directors as required by these bylaws. He or she shall
keep in safe custody the seal of the corporation and shall see that it is
affixed to all documents the execution of which, on behalf of the corporation
under its seal, is necessary or appropriate, and when so affixed may attest the
same. He or she shall perform such other duties as may be prescribed by the
Board of Directors.
SECTION 10. TREASURER. The Treasurer shall have custody of the corporate
funds and securities, except as otherwise provided by the Board, shall cause to
be kept full and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors. He or she shall disburse the funds
of the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the directors, at the
regular meetings of the Board or whenever they may require it, an account of all
his or her transactions as Treasurer and of the financial condition of the
corporation.
SECTION 11. ABSENCE. In the case of the absence or inability to act of any
officer or for any other reason that the Board may deem sufficient, the Board of
Directors or the Chief Executive Officer may delegate for the time being the
powers or duties of such officer to any other director or officer.
ARTICLE VIII
INDEMNIFICATION
SECTION 1. INDEMNIFICATION OTHER THAN IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director or officer of the corporation, or, while serving as such a
director or officer, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall be indemnified by the corporation against
expenses (including attorneys fees), judgments, penalties, fees and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of non contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders, or with respect to
any criminal action or proceeding, that he or she had reasonable cause to
believe that his or her conduct was unlawful. Persons who are not directors or
officers of the corporation may be similarly indemnified in respect of such
service to the extent authorized at any time by the Board of Directors, except
as otherwise provided by statute or the Articles of Incorporation.
SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director or officer of the corporation, or, while serving
as such a director or officer, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, shall be indemnified by the
corporation against expenses (including attorneys fees) and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
action or suit if he or she acted in good faith and in a manner he or she
reasonably
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
believed to be in or not opposed to the best interests of the corporation or its
shareholders. Indemnification shall not be made for any claim, issue or matter
in which such person has been found liable to the corporation except to the
extent authorized in Section 6 of this Article. Persons who are not directors or
officers of the corporation may be similarly indemnified in respect of such
service to the extent authorized at any time by the Board of Directors, except
as otherwise provided by statute or the Articles of Incorporation.
SECTION 3. EXPENSES. To the extent that a director or officer, or other
person whose indemnification is authorized by the Board of Directors, has been
successful on the merits or otherwise, including the dismissal of an action
without prejudice, in the defense of any action, suit or proceeding referred to
in Section 1 or 2 of this Article, or in the defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by him or her in connection
therewith and any action, suit or proceeding brought to enforce the mandatory
indemnification provided in this Section.
SECTION 4. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
Section 1 or 2 of this Article (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the person has met the
applicable standard of conduct set forth in this Article and upon an evaluation
of the reasonableness of expenses and amounts paid in settlement. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who are not parties or threatened to be made
parties to such action, suit or proceeding, or if such a quorum cannot be
obtained, by a majority vote of a committee duly designated by the Board
consisting solely of two or more directors not at the time parties or threatened
to be made parties to such action, suit or proceeding; (b) by independent legal
counsel (who may be the regular counsel of the corporation) in a written
opinion, which counsel shall be selected as provided in (a) above, provided that
if a committee cannot be designated as provided in (a) above, then the Board
shall select such independent counsel; (c) by all Independent Directors (as that
term is defined in the Michigan Business Corporation Act) who are not parties or
threatened to be made parties to such action, suit or proceeding; or (d) by the
shareholders, but shares held by directors, officers, employees or agents who
are parties or threatened to be made parties to such action, suit or proceeding
may not be voted. In designating a committee under (a) above, or in the
selection of independent legal counsel in the event a committee cannot be
designated pursuant to (b) above, all directors may participate. The corporation
may indemnify a person for a portion of expenses (including reasonable attorneys
fees), judgments, penalties, fees and amounts paid in settlement for which the
person is entitled to indemnification under Section 1 or 2 of this Article, even
though the person is not entitled to indemnification for the total amount of
such expenses, judgments, penalties, fees and amounts paid in settlement.
SECTION 5. ADVANCING OF EXPENSES. Expenses incurred by any person who is
or was serving as a director or officer of the corporation or a subsidiary in
defending a civil or criminal action, suit or proceeding described in Section 1
or 2 of this Article shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding if (a) the person furnishes the
corporation a written affirmation of his or her good faith belief that he or she
has met the applicable standard of conduct set forth in Section 1 or 2 of this
Article; (b) the person furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay the advance if it is
ultimately determined that he or she did not meet the applicable standard of
conduct; and (c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under the Michigan
Business Corporation Act. Persons who are or were not serving as a director or
officer of the corporation or a subsidiary may receive similar advances of
expenses to the extent authorized at any time by the Board of Directors, except
as otherwise provided by statute or the Articles of Incorporation.
Determinations under this Section shall be made in the manner specified in
Section 4 of this Article. Notwithstanding the foregoing, in no event shall any
advance be made in instances where the Board or independent legal counsel
reasonably determines that such person deliberately breached his or her duty to
the corporation or its shareholders.
SECTION 6. RIGHT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON
APPLICATION. A director, officer or other person who is a party or threatened to
be made a party to an action, suit or proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court may order indemnification
if it determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he or
she met the applicable standard of conduct set forth in Section 1 or 2 of this
Article or was adjudged liable as described in Section 2 of this Article,
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
provided, however, that if he or she was adjudged liable, his or her
indemnification shall be limited to reasonable expenses incurred.
SECTION 7. INDEMNIFICATION UNDER BYLAWS NOT EXCLUSIVE. The indemnification
or advancement of expenses provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Articles of Incorporation, any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person. The total
amount of expenses advanced or indemnified from all sources shall not exceed the
amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses. All rights to indemnification under this Article shall
be deemed to be provided by a contract between the corporation and the director,
officer, employee or agent who serves in such capacity at any time while these
bylaws and other relevant provisions of the general corporation law and other
applicable law, if any, are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.
SECTION 8. INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article.
SECTION 9. MERGERS. For the purposes of this Article, references to the
"corporation" include all constituent corporations absorbed in a consolidation
or merger, as well as the resulting or surviving corporation, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as if he
or she had served the resulting or surviving corporation in the same capacity.
SECTION 10. SAVINGS CLAUSE. If this Article or any portion thereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director, officer or other person
whose indemnification is authorized by the board of directors as to expenses
(including attorneys fees), judgments, fees and amounts paid in settlement with
respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including a grand jury proceeding and an action
by the corporation, to the full extent permitted by any applicable portion of
this Article that shall not have been invalidated or by any other applicable
law.
ARTICLE IX
SUBSIDIARIES
SECTION 1. SUBSIDIARIES. The Board of Directors or any officer designated
by the Board of Directors may vote the shares of stock owned by the corporation
in any subsidiary, whether wholly or partly owned by the corporation, in such
manner as the Board of Directors or such officer deems in the best interests of
the corporation, including, without limitation, for the election of directors of
any subsidiary corporation, or for any amendments to the charter or bylaws of
any such subsidiary corporation, or for the liquidation, merger or sale of
assets of any such subsidiary corporation. The Board of Directors or any officer
designated by the Board of Directors may cause to be elected to the Board of
Directors of any such subsidiary corporation such persons as they shall
designate, any of whom may, but need not be, directors, executive officers, or
other employees or agents of the corporation.
SECTION 2. SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS. The officers of any
subsidiary corporation shall not, by virtue of holding such title and position,
be deemed to be executive officers of the corporation, nor shall any such
officer of a subsidiary corporation, unless he or she is also a director or
executive officer of the corporation, be entitled to have access to any files,
records or other information relating or pertaining to the corporation, its
business and finances, or to attend or receive the minutes of any meetings of
the Board of Directors
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
or any committee of the corporation, except as and to the extent expressly
authorized and permitted by the Board of Directors.
ARTICLE X
CERTIFICATES OF STOCK
SECTION 1. FORM. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the Chairman of the Board, a Vice Chairman of the Board, the President, an
Executive Vice President, a Senior Vice President, or a Vice President and the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares owned by him or her in the
corporation. The certificate may but need not be, sealed with the seal of the
corporation, or a facsimile thereof.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is signed (a) by a
transfer agent or an assistant transfer agent, or (b) by a transfer clerk acting
on behalf of the corporation and a registrar, the signatures of the Chairman of
the Board, Vice Chairman of the Board, President, Executive Vice President,
Senior Vice President, Vice President, Treasurer, Assistant Treasurer, Secretary
or Assistant Secretary may be facsimiles. In case any officer(s) who has signed,
or whose facsimile signature(s) has been used on, any certificate shall cease to
be such officer(s) before such certificate has been delivered by the
corporation, such certificate may nevertheless be issued and delivered as though
the person(s) who signed such certificate or whose facsimile signature(s)
appears thereon continued to be such officer(s).
SECTION 3. LOST CERTIFICATES. The officers may direct a new certificate to
be issued in place of any certificate theretofore issued by the corporation
alleged to have been lost, stolen or destroyed upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the officers may, in their discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such sum as
they may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
SECTION 4. REGISTERED OWNER. The corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares;
the corporation shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Michigan.
ARTICLE XI
GENERAL PROVISIONS
SECTION 1. CHECKS. Any signature on any check, demand or note may be
signed by the facsimile signature of any person authorized by the Board of
Directors to sign under this Section 1 of Article XI. If any officer who has
signed or whose facsimile signature has been used shall cease to be such
officer, such document may nevertheless be signed by means of such facsimile
signature and delivered as though the person who signed such document or whose
facsimile signature has been used thereon had not ceased to be such officer.
SECTION 2. FISCAL YEAR. The fiscal year of the corporation shall be the
calendar year unless a different fiscal year is fixed by resolution of the Board
of Directors.
SECTION 3. SEAL. The corporate seal shall have inscribed thereon the name
of the corporation and the words "Corporate Seal Michigan." The seal may be used
by causing it or a facsimile thereof to be impressed, affixed, reproduced or
otherwise.
SECTION 4. VOTING SECURITIES. The Chief Executive Officer, the President,
or any officer designated by the Board of Directors shall have full power and
authority on behalf of the corporation to attend and to act and to vote, or to
execute in the name or on behalf of the corporation a proxy authorizing an agent
or attorney-in-fact for
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
the corporation to attend and to act and to vote, at any meetings of security
holders of corporations in which the corporation may hold securities, and at
such meetings he or she and his or her duly authorized agent or attorney-in-fact
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities and which, as the owner thereof, the corporation
might have possessed and exercised if present.
SECTION 5. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting pursuant to
law. Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Articles of Incorporation.
SECTION 6. RESERVES. Before payment of any dividends, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interests
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
ARTICLE XII
AMENDMENTS
These bylaws may be amended, altered, changed, added to or repealed by the
shareholders at any regular or special meeting of the shareholders if notice of
such action be contained in the notice of such meeting, or by the Board of
Directors at any regular or special meeting of the Board of Directors.
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COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---------- ---------- ---------- ----------
(in thousands, except per share data)
BASIC
Net Income $ 106 $ 527 $ 654 $ 1,001
/ Weighted Average Shares 2,828 2,788 2,825 2,777
---------- ---------- ---------- ----------
Basic Earnings Per Share $ 0.04 $ 0.19 $ 0.23 $ 0.36
========== ========== ========== ==========
DILUTED
Net Income $ 106 $ 527 $ 654 $ 1,001
/ Weighted Average Shares 2,898 2,833 2,894 2,822
---------- ---------- ---------- ----------
Diluted Earnings Per Share $ 0.04 $ 0.19 $ 0.23 $ 0.35
========== ========== ========== ==========
Notes:
- Weighted average shares outstanding have been adjusted to reflect the 5%
stock dividend in June of 2004.
38
10-QSB EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-31.1 Certification of Chief Executive Officer pursuant of Section 302
EX-31.2 Certification of Chief Financial Officer pursuant of Section 302
EX-32 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002