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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission file number 0-28388
CNB COPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2662386
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
303 NORTH MAIN STREET, CHEBOYGAN, MI 49721
(Address of principal executive offices, including Zip code)
Registrant's telephone number (231) 627-7111
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $2.50 PER SHARE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicated by check mark if registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act)
Yes [ ] No [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 30, 2004 was $ 57,371,000.
As of March 4, 2005 there were outstanding 1,237,794 shares of the registrant's
common stock, $2.50 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrant's annual report to security holders for
fiscal year ended December 31, 2004 are incorporated by reference in Part I and
Part II of this report, and specified portions of the registrant's proxy
statement for its annual meeting of shareholders to be held May 17, 2005 are
incorporated by reference in Part III of this report.
PART I
FORWARD-LOOKING STATEMENTS
When used in this filing and in future filings involving the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases, "anticipate,"
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimated," "project," or similar
expressions are intended to identify, "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are subject to risks and uncertainties, including but not limited to changes in
economic conditions in the Company's market area, and competition, all or some
of which could cause actual results to differ materially from historical
earnings and those presently anticipated or projected.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as to the date made, and advise
readers that various factors, including regional and national economic
conditions, substantial changes in levels of market interest rates, credit and
other risks of lending and investing activities, and competitive and regulatory
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from those
anticipated or projected
The Company does not undertake, and specifically disclaims any obligation, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statements.
ITEM 1-BUSINESS
CNB Corporation (the Company) was incorporated in June, 1985 as a business
corporation under the Michigan Business Corporation Act, pursuant to the
authorization and direction of the Board of Directors of the Citizens National
Bank of Cheboygan (the Bank).
The Company is a bank holding company registered with the Board of Governors of
the Federal Reserve System (the Federal Reserve Board) under the Bank Holding
Company Act with the Bank as its wholly-owned subsidiary. The Bank was acquired
by the Company effective December 31, 1985. The Company has corporate power to
engage in such activities as permitted to business corporations under the
Michigan Business Corporation Act, subject to the limitations of the Bank
Holding Company Act and regulations of the Federal Reserve Board. In general,
the Bank Holding Company Act and regulations restrict the Company with respect
to its own activities and activities of any subsidiaries to the business of
banking or such other activities which are closely related to the business of
banking.
During 2001, the Company, through its subsidiary, the Bank, formed the CNB
Mortgage Corporation. Residential mortgages were transferred to the new
subsidiary in October, 2001. The change had no impact on our customers who
continue to have their loans serviced locally by our Bank.
The Bank offers a full range of banking services to individuals, partnerships,
corporations, and other entities. Banking services include checking, NOW
accounts, savings, time deposit accounts, money market deposit accounts, safe
deposit facilities and money transfers.
The Bank's lending function provides a full range of loan products. These
include real estate mortgages, secured and unsecured commercial and consumer
loans, check credit loans, lines of credit, home equity loans and construction
financing. The Bank also participates in specialty loan programs through the
Michigan State Housing Development Authority, Small Business Administration,
Federal Home Loan Mortgage Corporation, Farm Service Agency and Mortgage
Guaranty Insurance Corporation. Through correspondent relationships, the Bank
also makes available credit
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cards and student loans. The Bank's loan portfolio is over 57% residential real
estate mortgages on both primary and secondary homes. The borrower base is very
diverse and loan to value ratios are generally 80% or less. The commercial loan
portfolio accounts for approximately 6% of total loans. Agricultural lending is
minimal and secured by real estate. Construction lending is predominately
residential, with only an occasional "spec" home or commercial building.
Unsecured lending is very limited and personal guarantees are required on most
commercial loans.
The Bank makes first and second mortgage loans to its customers for the purchase
of residential and commercial properties. Historically, the Bank has sold its
long term fixed rate residential mortgage loans qualifying for the secondary
market to the Federal Home Loan Mortgage Corporation (FHLMC). The mortgage loan
portfolio serviced by the Bank for the FHLMC totaled approximately $70 million
at December 31, 2004.
Banking services are delivered through five full-service banking offices and
three drive-in branches plus nine automated teller machines in Cheboygan, Emmet
and Presque Isle Counties, Michigan. The business base of the counties is
primarily tourism with light manufacturing. The Bank maintains correspondent
bank relationships with several larger banks, which involve check clearing
operations, transfer of funds, loan participations, and the purchase and sale of
federal funds and other similar services.
Under various agency relationships, the Bank provides trust and discount
brokerage services and mutual fund, annuity and life insurance products to its
customers.
In its primary market, which includes Cheboygan County and parts of Emmet,
Mackinac, Presque Isle and Montmorency Counties, the Bank is one of three
principal banking institutions. One is a member of a multi-bank holding company
with substantially more assets than the Company, while the other is an
independent community bank. There are also two credit unions, one savings and
loan association and a brokerage firm.
As of December 31, 2004, the Bank employed 69 full-time and 16 part-time
employees. This compares to 67 full-time and 17 part-time employees as of
December 31, 2003. Neither the Company nor CNB Mortgage Corporation has any
full-time employees. Their operation and business are carried out by officers
and employees of the Bank who are not compensated by the Company.
Disclosure relating to the Distribution of Assets, Liabilities and
Stockholders'Equity; Interest rates and Interest differential is presented on
pages 38-39 of Registrant's 2004 Annual Report which is incorporated herein by
reference.
3
SECURITIES
The year end fair values and related gross unrealized gains and losses for
securities available for sale, were as follows:
AVAILABLE FOR SALE
Gross Gross
Fair Unrealized Unrealized
Value Gains Losses
(In thousands)
2004
U.S. government
and agencies $ 56,786 $ 20 $ (431)
Mortgage-backed 3,149 8 -
State and municipal 18,345 255 (17)
------------ ----------- ----------
$ 78,280 $ 283 $ (448)
============ =========== ==========
2003
U.S. government and
agencies $ 48,802 $ 363 $ (28)
State and municipal 26,915 638 (8)
------------ ----------- ----------
$ 75,717 $ 1,001 $ (36)
============ =========== ==========
2002
U.S. government and
agencies $ 26,989 $ 687 $ -
State and municipal 30,544 866 (41)
------------ ----------- ----------
$ 57,533 $ 1,553 $ (41)
============ =========== ==========
The year end carrying amount, unrecognized gains and losses, and fair value of
securities held to maturity were as follows:
HELD TO MATURITY
Gross Gross
Carrying Unrecognized Unrecognized Fair
Amount Gains Losses Value
(In thousands)
2004
State and municipal $ 4,621 $ 55 $ (13) $ 4,663
========== ============ =========== ========
2003
State and municipal $ 4,892 $ 117 $ - $ 5,009
========== ============ =========== ========
2002
State and municipal $ 5,615 $ 140 $ - $ 5,755
========== ============ =========== ========
4
Scheduled maturities of the fair value of securities available for sale and the
carrying amount of held to maturity securities at December 31, 2004, were as
follows:
Due in Due from Due from Due
One year One to Five to After ten
Or less Five years Ten years years Total
(In thousands)
U.S. Government and
agencies $ 11,031 $ 45,755 $ - $ - $ 56,786
Mortgage-backed - - 3,149 - 3,149
State and municipal 7,730 9,600 1,725 3,911 22,966
---------- ----------- ------------ ----------- ---------
$ 18,761 $ 55,355 4,874 $ 3,911 $ 82,901
========== =========== ============ =========== =========
Yield 3.01% 2.93% 4.01% 3.54% 3.04%
========== =========== ============ =========== =========
The Company held securities exceeding 10% of shareholders' equity for the
following states (including its political subdivisions) at December 31, 2004:
Book Fair
Value Value
Michigan $ 10,423 $ 10,629
LOANS
The following is a summary of loans at December 31:
2004 2003 2002 2001 2000
(In thousands)
Residential real estate $ 83,364 $ 89,042 $ 92,653 $ 84,588 $ 77,823
Consumer 8,699 9,660 11,270 11,767 12,155
Commercial real estate 43,336 35,258 31,581 26,536 26,571
Commercial 9,220 9,540 10,824 11,912 11,193
----------- ------------- ------------ ----------- ----------
144,619 143,500 146,328 134,803 127,742
Deferred loan origination fees, net (11) (15) (22) (30) (41)
Allowance for loan losses (1,350) (1,575) (1,669) (1,667) (1,652)
----------- ------------- ------------ ----------- ----------
$ 143,258 $ 141,910 $ 144,637 $ 133,106 $ 126,049
=========== ============= ============ =========== ==========
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Maturity and Rate Sensitivity of Selected Loans
The following table presents the remaining maturity of total loans outstanding
excluding residential real estate and consumer loans at December 31, 2004,
according to scheduled repayments of principal. The amounts due after one year
are classified according to the sensitivity of changes in interest rates.
Total
(In thousands)
In one year or less $ 22,198
After one year but within five years
Interest rates are floating or adjustable -
Interest rates are fixed or predetermined 25,910
After five years
Interest rates are floating or adjustable -
Interest rates are fixed or predetermined 4,448
------------
$ 52,556
============
Summary of loan loss experience is as follows:
Additional information relative to the allowance for loan losses is presented in
the following table. This table summarizes loan balances at the end of each
period and daily average balances, changes in the allowance for loan losses
arising from loans charged off and recoveries on loans previously charged off by
loan category, and additions to the allowance for loan losses through provisions
charged to expense.
2004 2003 2002 2001 2000
(Dollars in thousands)
Balance at the beginning of the period $ 1,575 $ 1,669 $ 1,667 $ 1,652 $ 1,583
Less Charge-offs:
Residential real estate 33 8 - - -
Consumer 43 98 49 84 86
Commercial real estate - - - - -
Commercial 166 - 1 3 -
------------ ------------- ------------ ------------ -------------
Total charge-offs 242 106 50 87 86
------------ ------------- ------------ ------------ -------------
Recoveries:
Residential real estate 1 1 - 3 14
Consumer 8 11 52 15 28
Commercial real estate - - - - 2
Commercial 8 - - 1 1
------------ ------------- ------------ ------------ -------------
Total recoveries 17 12 52 19 45
------------ ------------- ------------ ------------ -------------
Net charge-offs 225 94 (2) 68 41
------------ ------------- ------------ ------------ -------------
Provision charged to expense - - - 83 110
------------ ------------- ------------ ------------ -------------
Allowance for loan losses, end of period $ 1,350 $ 1,575 $ 1,669 $ 1,667 $ 1,652
============ ============= ============ ============ =============
6
Total loans outstanding at end of
period $ 144,619 $ 143,500 $ 146,328 $ 134,803 $ 127,742
Average total loans outstanding for
the year $ 143,800 $ 146,330 $ 143,840 $ 128,913 $ 124,732
Ratio of net charge-offs to daily
average loans outstanding 0.16% 0.06% 0.00% 0.05% 0.03%
Ratio of net charge-offs to total
loans outstanding 0.16% 0.07% 0.00% 0.05% 0.03%
The allocation of the allowance for loan losses for the years ended December 31
is:
Residential Commercial
Real Estate Consumer Real Estate Commercial Unallocated Total
(Dollars in thousands)
2004 Allowance amount $ 223 $ 39 $ 118 $ 74 $ 896 $ 1,350
% of Total loans 57.6% 6.0% 30.0% 6.4% 100.0%
2003 Allowance amount $ 258 $ 48 $ 88 $ 49 $1,132 $ 1,575
% of Total loans 62.1% 6.7% 24.6% 6.6% 100.0%
2002 Allowance amount $ 244 $ 32 $ 79 $ 45 $1,269 $ 1,669
% of Total loans 61.8% 7.7% 23.1% 7.4% 100.0%
2001 Allowance amount $ 219 $ 44 $ 65 $ 30 $1,309 $ 1,667
% of Total loans 62.8% 8.7% 19.7% 8.8% 100.0%
2000 Allowance amount $ 218 $ 79 $ 67 $ 64 $1,224 $ 1,652
% of Total loans 60.9% 9.5% 20.8% 8.8% 100.0%
The review of the loan portfolio revealed no undue concentrations of credit,
however, the portfolio continues to be concentrated in residential real estate
mortgages and highly dependent upon the tourist industry for the source of
repayment. Because the reliance on tourism is both primary, (i.e. loans to
motels, hotels, and restaurants, etc.) and secondary (i.e. loans to employees of
tourist related businesses), it is difficult to assess a specific dollar amount
of inherent loss potential. Likewise, the residential real estate market has
been stable or increasing, so inherent loss potential in this concentration is
also difficult to reasonably assess. Therefore, the tourism industry and
residential real estate mortgage concentrations are considered in establishing
the allowance for loan loss.
The following is a summary of nonaccrual, past due and restructured loans as of
December 31:
2004 2003 2002 2001 2000
(In thousands)
Nonaccrual loans $ - $ - $ - $ - $ 181
Loans past due 90 days or more 674 408 114 647 81
Troubled debt restructurings - - - - -
--------- --------- --------- --------- ---------
$ 674 $ 408 $ 114 $ 647 $ 262
========= ========= ========= ========= =========
7
DEPOSITS
The following table presents the remaining maturity of time deposits
individually exceeding $100,000 at December 31, 2004. Dollars are reported in
thousands.
3 Months or less $ 2,505
Over 3 Months to 6 Months 2,958
Over 7 Months through 12 Months 3,174
Over 12 Months 6,114
---------
$ 14,751
=========
Various ratios required by this section and other ratios commonly used in
analyzing bank holding company financial statements are included in page 1 of
Registrant's 2004 Annual Report, which is incorporated herein by reference.
SUPERVISION AND REGULATION
As a bank holding company within the meaning of the Bank Holding Company Act,
the Company is required to file quarterly and annual reports of its operations
and such additional information as the Federal Reserve Board may require and is
subject, along with its subsidiary, to examination by the Federal Reserve Board.
The Federal Reserve Board is the primary regulator of the Company.
The Bank Holding Company Act requires every bank holding company to obtain prior
approval of the Federal Reserve Board before it may merge with or consolidate
into another bank holding company, acquire substantially all the assets of any
bank, or acquire ownership or control of any voting shares of any bank if after
such acquisition it would own or control, directly or indirectly, more than 5%
of the voting shares of such bank holding company or bank. The Bank Holding
Company Act also prohibits a bank holding company, with certain exceptions, from
acquiring direct or indirect ownership or control of more than 5% of the voting
shares of any company which is not a bank and from engaging in any business
other than that of banking, managing and controlling banks or furnishing
services to banks and their subsidiaries. However, holding companies may engage
in, and may own shares of companies engaged in, certain businesses found by the
Federal Reserve Board to be so closely related to banking or the management or
control of banks as to be a proper incident thereto.
Under current regulations of the Federal Reserve Board, a holding company and
its nonbank subsidiaries are permitted, among other activities, to engage,
subject to certain specified limitations, in such banking related business as
consumer finance, equipment leasing, computer service bureau and software
operations, data processing, discount securities brokerage, mortgage banking and
brokerage, sale and leaseback, and other forms of real estate banking. The Bank
Holding Company Act does not place territorial restrictions on the activities of
nonbank subsidiaries of bank holding companies.
In addition, Federal legislation prohibits acquisition of "control" of a bank or
bank holding company without prior notice to certain federal bank regulators.
"Control" in certain cases may include the acquisition of as little as 10% of
the outstanding shares of capital stock.
The Company's cash revenues are derived primarily from dividends paid by the
Bank. Without prior approval, a national bank may not declare a dividend if the
total amount of all dividends declared by the bank in any calendar year exceeds
the total bank's retained net income for the current year and retained net
income for the preceding two years. Under federal law, the Bank cannot pay a
dividend if, after paying the dividend, the Bank will be "undercapitalized."
The Bank is a national banking association and as such is subject to the
regulations of, and supervision and regular examination by, the Office of the
Comptroller of the Currency ("OCC"). Deposit accounts of the bank are insured by
the
8
Federal Deposit Insurance Corporation ("FDIC"). Requirements and restrictions
under the laws of the State of Michigan and Title 12 of the United States Code
include the requirements that banks maintain reserves against deposits,
restrictions on the nature and amount of loans which may be made by a bank, and
the interest that may be charged thereon, restrictions on the payment of
interest on certain deposits, and restrictions relating to investments and other
activities of a bank. The Federal Reserve Board has established guidelines for
risk based capital by bank holding companies. These guidelines establish a risk
adjusted ratio relating capital to risk-weighted assets and off-balance sheet
exposures. These capital guidelines primarily define the components of capital,
categorize assets into different risk classes, and include certain off-balance
sheet items in the calculation of capital requirements.
An analysis of the Company's regulatory capital requirements at December 31,
2004 is presented on page 24 of the Registrant's 2004 Annual Report in Note 14
Regulatory Capital to the Company's consolidated financial statements, which is
incorporated herein by reference.
ITEM 2-PROPERTIES
The Company and the Bank have their primary office at 303 North Main Street,
Cheboygan, Michigan. In addition, the Bank owns and operates the following
facilities: Onaway Office, 20581 W. State Street, Onaway; Mackinaw City Office,
580 S. Nicolet Street, Mackinaw City; Pellston Office, 200 Stimpson, Pellston;
Indian River Office, 3990 Straits Highway, Indian River; South Side drive-in,
991 1/2 South Main Street, Cheboygan; Downtown drive-in, 414 Division Street,
Cheboygan; and East Side drive-in, 816 East State Street, Cheboygan. All
properties are owned by the Bank free of any mortgages or encumbrances.
ITEM 3-LEGAL PROCEEDINGS
Neither the Company nor the Bank is a party to any pending legal proceedings
other than the routine litigation that is incidental to the business of banking.
ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
There have been no matters submitted to a vote of security holders during the
fourth quarter of 2004.
PART II
ITEM 5-MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The common stock of the Company has no public trading market. All trades are
handled on a direct basis between buyer and seller. The Bank acts as the
Company's transfer agent. The principal market for the Company's stock consists
of existing shareholders, family members of existing shareholders and
individuals in the service area.
The information detailing the range of high and low bid information for the
Company's common stock and cash dividends declared for each full quarterly
period within the two most recent fiscal years can be found under the caption
"Financial Highlights" on page 1 of the Company's Annual Report to Shareholders
for the fiscal year ended December 31, 2004, which is hereby incorporated by
reference.
9
The information which indicates the amount of common stock that is subject to
outstanding options or warrants to purchase, or securities convertible into,
common equity of the registrant can be found in Note 8 on page 19 of the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
2004, which is hereby incorporated by reference.
There are approximately 998 shareholders of record of common stock of the
Company as of January 31, 2005.
During 2004, the Company declared regular dividends of $1.60 per share plus a
special dividend of $0.60 per share. In 2003, the Company declared regular
dividends of $1.53 plus a special dividend of $0.57. These per share statistics
have been restated to reflect the 5% stock dividend paid March 12, 2004. The
information detailing the cash dividends declared within the two most recent
fiscal years can be found under the caption "Financial Highlights" on page 1 of
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 2004, which is hereby incorporated by reference. These have resulted in a
dividend payout ratio averaging 73.9% for the past three years.
The Federal Reserve Board's Policy on the Payment of Cash Dividends by Bank
Holding Companies restricts the payment of cash dividends based on the following
criteria: (1) the Company's net income from operations over the past year must
be sufficient to fully fund the dividend and (2) the prospective rate of
earnings retention must be consistent with the Company's capital needs, asset
quality and overall financial condition.
Issuer Purchases of Equity Securities
Period
Total Approximate
Number Dollar value
Of shares Of shares
Total Average Purchased That may
Number of Price As part of publicly Be purchased
Shares Paid per Announced Under the plans
Purchased Share Plans or programs Or programs
October, 2004 200 $50.00 200 $86,905
November, 2004 None
December, 2004 None
Total 200 $50.00 200 $86,905
The Company adopted a Stock Redemption Program on November 14, 2002 with the
provision that it would remain in effect for six months or until $1 million had
been expended on the purchase of common stock, whichever shall occur first. The
Company extended the program in May 2003 until November 2003. The Company
reinstated the program on December 24, 2003 and it will remain in effect until
the $1 million originally allocated for common stock purchases is met. As of
December 31, 2004, the Company has $86,905 remaining to purchase stock.
10
ITEM 6-SELECTED FINANCIAL DATA
The information required by this item is included on Page 1 under the caption
"Financial Highlights" of the Company's Annual Report to Shareholders for the
fiscal year ended December 31, 2004, which is hereby incorporated by reference.
ITEM 7-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is included on pages 30 through 41 of the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
2004, which is hereby incorporated by reference.
ITEM 7A-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is included on pages 35 through 36 of the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
2004, which is hereby incorporated by reference.
ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information is included on pages 2 through 29 of the Company's Annual
Report to Shareholders for the fiscal year ended December 31, 2004, which is
hereby incorporated by reference.
ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A-CONTROLS AND PROCEDURES
As of the end of the period covered by this report (the "Evaluation Date") an
evaluation was carried out under the supervision and with the participation of
the Company's management, including our Chief Executive Officer and Treasurer
who serves as our Chief Financial and Accounting Officer, of the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on
their evaluation, our Chief Executive Officer and Treasurer have concluded that
as of the Evaluation Date, the Company's disclosure controls and procedures are,
to the best of their knowledge, effective to ensure that material information
relating to the Company known to others within the Company required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms.
There has been no change in the Company's internal control over financial
reporting that occurred during the quarter ended December 31, 2004 that
materially affected, or is reasonably likely to materially affect the Company's
internal control over financial reporting.
PART III
ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information required by this item is included under the captions
"Information about Director Nominees," "Committees and Meetings of the Board of
Directors," "Code of Ethics," and "Section 16(a) Beneficial Ownership
11
Reporting Compliance" in the Company's proxy statement for the annual meeting of
shareholders scheduled for May 17, 2005, which is hereby incorporated by
reference.
Information about the executive officers of the Corporation is set forth below.
Name and Age Position
- -------------------------- --------------------------------------------------------
Robert E. Churchill, 64 Chairman of the Corporation and Citizens National Bank
of Cheboygan. Mr. Churchill retired as Chief Executive
Officer of the Corporation and Citizens National Bank in
May, 2004. He had been in that position for more than
15 years
James C. Conboy, Jr., 57 Chief Executive Officer and President of the Corporation
and Citizens National Bank of Cheboygan. Mr. Conboy
joined the Corporation and the Bank during 1998. Mr.
Conboy held the position as President and Chief
Operating Officer for more than 5 years. He has been in
his current position since May, 2004.
Susan A. Eno, 50 Executive Vice President of the Corporation; Executive
Vice President and Cashier of Citizens National Bank of
Cheboygan Ms. Eno has been an officer of the Corporation
since 1996 and an employee of the Bank since 1971. She
has been in her current position for more than 8 years.
Douglas W. Damm, 51 Senior Vice President of the Corporation and Citizens
National Bank of Cheboygan. Mr. Damm has been an officer
of the Corporation since 2003 and an employee of the
Bank since 1987. He has been in his current position for
more than 17 years.
Jeffrey L. Schmidt, 45 Senior Vice President of the Corporation and Citizens
National Bank of Cheboygan. Mr. Schmidt joined the Bank
during 2004. He has been in the banking business for
more than 22 years.
John P. Ward, 68 Secretary of the Corporation. Mr. Ward retired from the
Bank during 1998.
Irene M. English, 45 Treasurer of the Corporation; Vice President and Controller of
Citizens National Bank of Cheboygan. Ms. English has been an
officer of the Corporation since 1998 and an employee of the
Bank since 1985. She has been in her current position for more
than 7 years.
ITEM 11-EXECUTIVE COMPENSATION
The information required by this item is included under the caption
"Compensation of Executive Officers" of the Company's proxy statement for the
annual meeting of shareholders scheduled for May 17, 2005, which is hereby
incorporated by reference.
12
ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is included under the caption "Ownership
of Common Stock" of the Company's proxy statement for the annual meeting of
shareholders scheduled for May 17, 2005, which is hereby incorporated by
reference.
The information required by this item is included under the caption "Security
Authorized for Issuance Under Equity Compensation Plan Information" in the
Company's proxy statement for the annual meeting of shareholders scheduled for
May 17, 2005, is hereby incorporated by reference.
ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included under the caption "Certain
Relationships and Related Transactions" in the Company's proxy statement for the
annual meeting of shareholders scheduled for May 17, 2005, is hereby
incorporated by reference.
ITEM 14-PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is included under the caption "Independent
Auditors" in the Company's proxy statement for the Annual Meeting of
Shareholders scheduled for May 17, 2005, is hereby incorporated by reference.
PART IV
ITEM 15-EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1)Financial Statements. The following financial statements, notes
to financial statements and independent report of CNB Corporation
and its subsidiary are referenced in Item 8 of this report are
hereby incorporated by reference:
Consolidated Balance Sheets-December 31, 2004 and 2003.
Consolidated Statements of Income and Comprehensive Income for the
years ended December 31, 2004, 2003 and 2002.
Consolidated Statement of Changes in Shareholders' Equity for the
years ended December 31, 2004, 2003 and 2002.
Consolidated Statements of Cash Flows for the years ended December
31, 2004, 2003 and 2002.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm dated
February 10, 2005.
(2)Financial Statement Schedules. Not applicable
(3) Exhibits.
(3a)Articles of Incorporation. Previously filed as exhibit to
the registrant's Form 10-KSB filed April 26, 1996.
13
(3b)By-Laws as amended through March 25, 2004. Previously
filed as Exhibit 3b to the Company's Form 10-K for the fiscal
year ended December 31, 2003 filed December 27, 2004, are
hereby incorporated by reference.
(11)Statement regarding computation of per share earnings.
This information is disclosed in Note 10 to the Company's
Financial Statements for the year ended December 31, 2004,
which is filed as Exhibit 13 to the Company's Form 10-K for
the fiscal year ended December 31, 2004, and hereby
incorporated by reference.
(13)Annual report to shareholders for the year ended December
31, 2004. (filed herewith).
(21)Subsidiaries of the Company. (filed herewith).
(23)Consent of Independent Registered Public Accounting Firm.
(filed herewith).
(31.1)Certification of Chief Executive Officer.
(31.2)Certification of Chief Financial Officer.
(32.1)Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b)See Item 15(a)(3) above.
(c)Financial Statement Schedules. Not applicable.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CNB CORPORATION
(Registrant)
Date: March 24, 2005
/s/ James C. Conboy, Jr.
- ---------------------------------------
James C. Conboy, Jr.
President and Chief Executive Officer
Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in capacities indicated on March 24, 2005.
/s/ Steven J. Baker /s/ Vincent J. Hillesheim /s/ Douglas W. Damm
- ----------------------------- ------------------------------ ----------------------------------
Steven J. Baker Vincent J. Hillesheim Douglas W. Damm
Director Director Senior Vice President
/s/ Robert E. Churchill /s/ John L. Ormsbee /s/ Jeffrey L. Schmidt
- ----------------------------- ------------------------------ ----------------------------------
Robert E. Churchill John L. Ormsbee Jeffrey L. Schmidt
Director Director Senior Vice President
Chairman
/s/ James C. Conboy, Jr. /s/ Francis J. VanAntwerp, Jr. /s/ Irene M. English
- ----------------------------- ------------------------------ ----------------------------------
James C. Conboy, Jr. Francis J. VanAntwerp, Jr. Irene M. English
Director Director Treasurer (Principal Financial
President and Chief Executive Officer and
Principal Accounting Officer)
Officer
/s/ Kathleen M. Darrow /s/ John P. Ward
- ----------------------------- ------------------------------
Kathleen M. Darrow John P. Ward
Director Director
Secretary
/s/ Thomas J. Ellenberger /s/ Susan A. Eno
- ----------------------------- ------------------------------
Thomas J. Ellenberger Susan A. Eno
Director Executive Vice President
15
EXHIBIT INDEX
(3a)Articles of Incorporation. Previously filed as an exhibit to the
registrant's Form 10-KSB filed April 26, 1996 and hereby incorporated by
reference.
(3b)By-Laws as amended through March 25, 2004. Previously filed as Exhibit 3b to
the Company's Form 10-K for the fiscal year ended December 31, 2003 filed
December 27, 2004, are hereby incorporated by reference.
(11) Statement regarding computation per share earnings. This information is
disclosed in Note 10 to the Company's Financial Statements for the year ended
December 31, 2004 contained in is annual report to shareholders for the year
ended December 31, 2004. (filed herewith)
(13) Annual report to shareholders for the year ended December 31, 2004. (filed
herewith)
(21) Subsidiaries of the Company. (filed herewith)
(23) Consent of Independent Registered Public Accounting firm. (filed herewith)
(31.1) Certification of Chief Executive Officer. (filed herewith)
(31.2) Certification of Chief Financial Officer. (filed herewith)
(32.1) Certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
(filed herewith)