Attached files
file | filename |
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10-K - FORM 10-K - COMMUNITY CENTRAL BANK CORP | k49061e10vk.htm |
EX-23 - EX-23 - COMMUNITY CENTRAL BANK CORP | k49061exv23.htm |
EX-32 - EX-32 - COMMUNITY CENTRAL BANK CORP | k49061exv32.htm |
EX-11 - EX-11 - COMMUNITY CENTRAL BANK CORP | k49061exv11.htm |
EX-21 - EX-21 - COMMUNITY CENTRAL BANK CORP | k49061exv21.htm |
EX-31.1 - EX-31.1 - COMMUNITY CENTRAL BANK CORP | k49061exv31w1.htm |
EX-31.2 - EX-31.2 - COMMUNITY CENTRAL BANK CORP | k49061exv31w2.htm |
Exhibit 13
COMMUNITY CENTRAL BANK
CORPORATION
CORPORATION
Report of Independent Registered Public
Accounting Firm
Accounting Firm
and
Stockholder Report
December 31, 2009
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Community Central Bank Corporation
Mount Clemens, Michigan
Community Central Bank Corporation
Mount Clemens, Michigan
We have audited the accompanying consolidated balance sheet of Community Central Bank
Corporation as of December 31, 2009 and 2008, and the related consolidated statements
of income, comprehensive income, changes in stockholders equity, and cash flows for
the years ended December 31, 2009, 2008 and 2007. These consolidated financial
statements are the responsibility of the Corporations management. Our
responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Community
Central Bank Corporation as of December 31, 2009 and 2008, and the results of its
operations for the years ended December 31, 2009, 2008 and 2007, in conformity with
accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the consolidated
basic financial statements taken as a whole. The information contained in Notes 3, 4
and 5, pertaining to 2006 and 2005 is presented for the purposes of additional
analysis and is not a required part of the consolidated basic financial statements.
Such information has been subjected to the auditing procedures applied in the audit
of the consolidated basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the consolidated basic financial statements
taken as a whole.
Auburn Hills, Michigan
March 30, 2010
March 30, 2010
Community Central Bank Corporation
Consolidated Balance Sheet
Consolidated Balance Sheet
December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands) | (In thousands) | |||||||
Assets |
||||||||
Cash and Cash Equivalents |
||||||||
Cash and due from banks (Note 2) |
$ | 33,115 | $ | 9,162 | ||||
Federal funds sold |
1,048 | 7,000 | ||||||
Total Cash and Cash Equivalents |
34,163 | 16,162 | ||||||
Trading securities at fair value option (Note 3) |
| 17,463 | ||||||
Securities available for sale, at fair value (Note 3) |
65,903 | 76,552 | ||||||
Securities held to maturity, at amortized cost (Note 3) |
3,467 | 1,515 | ||||||
FHLB stock |
5,877 | 5,877 | ||||||
Residential mortgage loans held for sale |
3,497 | 3,302 | ||||||
Loans (Note 4) |
||||||||
Commercial real estate |
273,578 | 284,811 | ||||||
Commercial and industrial |
48,782 | 38,714 | ||||||
Residential real estate |
51,101 | 54,409 | ||||||
Home equity lines of credit |
21,889 | 21,230 | ||||||
Consumer loans |
6,961 | 7,107 | ||||||
Credit card loans |
856 | 846 | ||||||
Total Loans |
403,167 | 407,117 | ||||||
Allowance for Credit Losses (Note 5) |
(12,957 | ) | (7,315 | ) | ||||
Net Loans |
390,210 | 399,802 | ||||||
Net property and equipment (Note 6) |
9,106 | 9,361 | ||||||
Accrued interest receivable |
1,878 | 2,479 | ||||||
Other real estate |
9,300 | 2,913 | ||||||
Goodwill (Note 1) |
638 | 638 | ||||||
Intangible assets, net of amortization (Note 1) |
57 | 80 | ||||||
Cash surrender value of Bank Owned Life Insurance (Note 13) |
11,285 | 10,975 | ||||||
Other assets (Note 16) |
8,465 | 9,831 | ||||||
Total Assets |
$ | 543,846 | $ | 556,950 | ||||
The accompanying notes are an integral part of the financial statements.
1
Community Central Bank Corporation
Consolidated Balance Sheet
Consolidated Balance Sheet
December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands, except share data) | ||||||||
Liabilities |
||||||||
Deposits |
||||||||
Noninterest bearing demand deposits |
$ | 45,716 | $ | 34,169 | ||||
NOW and money market accounts |
41,872 | 38,154 | ||||||
Savings deposits |
8,800 | 8,585 | ||||||
Time deposits (Note 7) |
304,743 | 276,468 | ||||||
Total Deposits |
401,131 | 357,376 | ||||||
Repurchase agreements (Note 8) |
41,106 | 39,394 | ||||||
Federal Home Loan Bank advances (Note 9) |
65,700 | 108,200 | ||||||
Accrued interest payable |
618 | 1,050 | ||||||
Other liabilities (Note 13) |
2,937 | 3,779 | ||||||
Subordinated debentures (at fair value option) (Note 11) |
8,366 | 12,757 | ||||||
Total Liabilities |
519,858 | 522,556 | ||||||
Stockholders Equity (Note 12) |
||||||||
Preferred stock (1,000,000 shares authorized and 7,265 shares
and 3,050 shares issued and outstanding at December 31, 2009
and December 31, 2008, respectively) |
7,146 | 3,050 | ||||||
Common stock (No par value; 9,000,000 shares
authorized, and 3,737,181 and 3,734,781 issued and
outstanding at December 31, 2009 and December 31, 2008,
respectively) |
32,214 | 32,125 | ||||||
Retained deficit |
(15,536 | ) | (516 | ) | ||||
Accumulated other comprehensive gain (loss) |
164 | (265 | ) | |||||
Total Stockholders Equity |
23,988 | 34,394 | ||||||
Total Liabilities and Stockholders Equity |
$ | 543,846 | $ | 556,950 | ||||
The accompanying notes are an integral part of the financial statements.
2
Community Central Bank Corporation
Consolidated Statement of Operations
Consolidated Statement of Operations
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands, except per share data) | ||||||||||||
Interest Income |
||||||||||||
Loans (including fees) |
$ | 25,570 | $ | 25,640 | $ | 27,904 | ||||||
Taxable securities |
2,871 | 3,743 | 3,018 | |||||||||
Tax exempt securities |
326 | 653 | 1,402 | |||||||||
Federal funds sold |
30 | 386 | 601 | |||||||||
Total Interest Income |
28,797 | 30,422 | 32,925 | |||||||||
Interest Expense |
||||||||||||
NOW and money market accounts |
263 | 745 | 2,335 | |||||||||
Savings deposits |
57 | 226 | 308 | |||||||||
Time deposits |
9,753 | 11,141 | 11,495 | |||||||||
Repurchase agreements and fed funds purchased |
1,278 | 1,144 | 912 | |||||||||
Federal Home Loan Bank advances |
4,205 | 4,884 | 4,059 | |||||||||
ESOP loan interest expense |
| 1 | 6 | |||||||||
Subordinated debentures |
1,235 | 906 | 1,620 | |||||||||
Total Interest Expense |
16,791 | 19,047 | 20,735 | |||||||||
Net Interest Income |
12,006 | 11,375 | 12,190 | |||||||||
Provision for Credit Losses (Note 5) |
14,850 | 9,502 | 3,600 | |||||||||
Net Interest Income (Loss) after Provision for Credit Losses |
(2,844 | ) | 1,873 | 8,590 | ||||||||
Noninterest Income |
||||||||||||
Fiduciary income |
319 | 370 | 437 | |||||||||
Deposit service charges |
411 | 488 | 419 | |||||||||
Net realized security (loss) gain (Note 3) |
726 | 214 | (74 | ) | ||||||||
Change in fair value of assets/liabilities carried at
fair value (Note 21) |
3,859 | 7,541 | 1,392 | |||||||||
Mortgage banking income |
3,311 | 1,562 | 2,365 | |||||||||
Other income |
944 | 1,276 | 1,153 | |||||||||
Total Noninterest Income |
9,570 | 11,451 | 5,692 | |||||||||
Noninterest Expense |
||||||||||||
Salaries, benefits and payroll taxes (Note 13) |
8,613 | 7,572 | 7,898 | |||||||||
Net occupancy expense (Note 14) |
1,716 | 1,822 | 1,806 | |||||||||
Other operating expense (Note 15) |
9,828 | 7,324 | 4,149 | |||||||||
Total Noninterest Expense |
20,157 | 16,718 | 13,853 | |||||||||
Income (Loss) Before Taxes |
(13,431 | ) | (3,394 | ) | 429 | |||||||
Provision for Income Tax (Benefit) Expense (Note 16) |
1,207 | (1,432 | ) | (295 | ) | |||||||
Net Income (Loss) |
$ | (14,638 | ) | $ | (1,962 | ) | $ | 724 | ||||
Dividends declared on preferrred shares |
(382 | ) | | | ||||||||
Net Income (Loss) available on common shares |
$ | (15,020 | ) | $ | (1,962 | ) | $ | 724 | ||||
The accompanying notes are an integral part of the financial statements.
3
Community Central Bank Corporation
Consolidated Statement of Operations
(continued)
Consolidated Statement of Operations
(continued)
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands, except per share data) | ||||||||||||
Per share data:* |
||||||||||||
Basic earnings |
$ | (4.02 | ) | $ | (0.53 | ) | $ | 0.19 | ||||
Diluted earnings |
$ | (4.02 | ) | $ | (0.53 | ) | $ | 0.19 | ||||
Cash dividend per common share |
$ | | $ | 0.10 | $ | 0.24 |
* | Per share data has been retroactively adjusted to reflect the issuance of stock dividends. |
The accompanying notes are an integral part of the financial statements.
4
Community Central Bank Corporation
Consolidated Statement of Comprehensive Income
Consolidated Statement of Comprehensive Income
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Net Income (Loss) as Reported |
($14,638 | ) | ($1,962 | ) | $ | 724 | ||||||
Other Comprehensive Income (Loss)
|
||||||||||||
Change in unrealized net gain (loss) on securities
available for sale, net of tax of $221 in 2009, $175 in 2008,
and $(70) in 2007 |
$ | 429 | $ | 339 | ($136 | ) | ||||||
Comprehensive Income (Loss) |
($14,209 | ) | ($1,623 | ) | $ | 588 | ||||||
The accompanying notes are an integral part of the financial statements.
5
Community Central Bank Corporation
Consolidated Statement of Changes in Stockholders Equity
Consolidated Statement of Changes in Stockholders Equity
Accumulated | ||||||||||||||||||||||||
Retained | Unearned | Other | ||||||||||||||||||||||
Preferred | Common | Earnings | Employee | Comprehensive | Total | |||||||||||||||||||
Stock | Stock | (Deficit) | Benefits | Income (Loss) | Equity | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance January 1, 2007 |
$ | | $ | 33,220 | $ | 4,303 | $ | (95 | ) | $ | (763 | ) | $ | 36,665 | ||||||||||
Cumulative effect of adoption
of the fair value option |
| | (420 | ) | | | (420 | ) | ||||||||||||||||
Cash dividend |
| | (931 | ) | | | (931 | ) | ||||||||||||||||
Stock awards |
| 21 | | | | 21 | ||||||||||||||||||
Stock options exercised |
| 320 | | | | 320 | ||||||||||||||||||
Share based compensation |
| 31 | | | | 31 | ||||||||||||||||||
Stock dividend (Note 12) |
| 1,879 | (1,879 | ) | | | | |||||||||||||||||
Net income for 2007 |
| | 724 | | | 724 | ||||||||||||||||||
Release of ESOP shares |
| | | 59 | | 59 | ||||||||||||||||||
Repurchase of common stock |
| (3,400 | ) | | | | (3,400 | ) | ||||||||||||||||
Other comprehensive income |
| | | | 159 | 159 | ||||||||||||||||||
Balance December 31, 2007 |
$ | | $ | 32,071 | $ | 1,797 | $ | (36 | ) | $ | (604 | ) | $ | 33,228 | ||||||||||
Issuance of Preferred Stock |
3,050 | | | | | 3,050 | ||||||||||||||||||
Cash dividend |
| | (351 | ) | | | (351 | ) | ||||||||||||||||
Stock awards |
| 17 | | | | 17 | ||||||||||||||||||
Share based compensation |
| 57 | | | | 57 | ||||||||||||||||||
Stock dividend (Note 12) |
| | | | | | ||||||||||||||||||
Net loss for 2008 |
| | (1,962 | ) | | | (1,962 | ) | ||||||||||||||||
Release of ESOP shares |
| (13 | ) | | 36 | | 23 | |||||||||||||||||
Repurchase of common stock |
| (7 | ) | | | | (7 | ) | ||||||||||||||||
Other comprehensive income |
| | | | 339 | 339 | ||||||||||||||||||
Balance December 31, 2008 |
$ | 3,050 | $ | 32,125 | $ | (516 | ) | $ | | $ | (265 | ) | $ | 34,394 | ||||||||||
Issuance of Preferred Stock |
4,096 | | | | | 4,096 | ||||||||||||||||||
Cash dividend |
| | (382 | ) | | | (382 | ) | ||||||||||||||||
Stock awards |
| 5 | | | | 5 | ||||||||||||||||||
Share based compensation |
| 84 | | | | 84 | ||||||||||||||||||
Net loss for 2009 |
| | (14,638 | ) | | | (14,638 | ) | ||||||||||||||||
Other comprehensive income |
| | | | 429 | 429 | ||||||||||||||||||
Balance December 31, 2009 |
$ | 7,146 | $ | 32,214 | $ | (15,536 | ) | $ | | $ | 164 | $ | 23,988 | |||||||||||
The accompanying notes are an integral part of the financial statements.
6
Community Central Bank Corporation
Consolidated Statement of Cash Flow
Consolidated Statement of Cash Flow
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands, except per share data) | ||||||||||||
Operating Activities |
||||||||||||
Net income (loss) |
$ | (14,638 | ) | $ | (1,962 | ) | $ | 724 | ||||
Adjustments to reconcile net income to net cash flow
from operating activities: |
||||||||||||
Net amortization of security premium |
577 | 67 | 207 | |||||||||
Net (gain) loss on available for sale securities |
(726 | ) | (214 | ) | 74 | |||||||
Net gain on instruments at fair value |
(3,859 | ) | (7,541 | ) | (1,392 | ) | ||||||
Provision for credit losses |
14,850 | 9,502 | 3,600 | |||||||||
Depreciation expense |
640 | 667 | 705 | |||||||||
Deferred income tax (benefit) |
(2,934 | ) | (943 | ) | (561 | ) | ||||||
ESOP compensation expense |
| 36 | 59 | |||||||||
Fair value of employee stock option expense |
84 | 57 | 31 | |||||||||
Stock awards |
5 | 17 | 21 | |||||||||
Decrease in accrued interest receivable |
601 | 56 | 64 | |||||||||
Decrease (increase) in other assets |
3,991 | 9,541 | (2,040 | ) | ||||||||
(Decrease) increase in accrued interest payable |
(432 | ) | 32 | (239 | ) | |||||||
(Decrease) increase in other liabilities |
(1,123 | ) | 1,142 | 1,008 | ||||||||
Loans originated held for sale |
(136,175 | ) | (70,967 | ) | (109,956 | ) | ||||||
Loans sold held for sale |
135,980 | 72,513 | 108,548 | |||||||||
(Increase) in other real estate |
(6,837 | ) | (2,059 | ) | (746 | ) | ||||||
Impairment of goodwill |
| 743 | | |||||||||
Net Cash (Used in) Provided By Operating Activities |
(9,996 | ) | 10,687 | 107 | ||||||||
Investing Activities |
||||||||||||
Sales, maturities, calls and prepayments of securities available for sale |
96,643 | 70,241 | 55,952 | |||||||||
Purchases of securities available for sale |
(84,723 | ) | (84,380 | ) | (41,999 | ) | ||||||
Maturities, calls, sales and prepayments of trading securities |
17,463 | 2,646 | 13,606 | |||||||||
Transfer and purchase of trading securities |
| | (33,402 | ) | ||||||||
Maturities, calls, and prepayments of held to maturity securities |
132 | 124 | 36 | |||||||||
Purchases of held to maturity securities |
(2,556 | ) | (1,265 | ) | (987 | ) | ||||||
Increase in loans |
(5,258 | ) | (31,572 | ) | (23,641 | ) | ||||||
Purchases of property and equipment |
(385 | ) | (1,324 | ) | (184 | ) | ||||||
Proceeds from sale of property and equipment |
| | 60 | |||||||||
Net Cash Provided by (Used in) Investing Activities |
21,316 | (45,530 | ) | (30,559 | ) | |||||||
Financing Activities |
||||||||||||
Net (decrease) increase in demand and savings deposits |
15,480 | (13,532 | ) | (8,799 | ) | |||||||
Net (decrease) increase in time deposits |
28,275 | 42,273 | (18,422 | ) | ||||||||
Net increase in short term borrowings |
1,712 | 6,735 | 16,971 | |||||||||
Issuance of subordinate debentures |
| | 18,557 | |||||||||
Redemption of subordinate debentures |
| | (10,310 | ) | ||||||||
FHLB advances |
| 48,500 | 43,000 | |||||||||
FHLB advance repayments |
(42,500 | ) | (44,810 | ) | (22,018 | ) | ||||||
Payment of ESOP debt |
| (36 | ) | (59 | ) | |||||||
Stock options exercised |
| | 320 | |||||||||
Preferred stock issuance |
4,096 | 3,050 | | |||||||||
Cash dividends paid |
(382 | ) | (351 | ) | (931 | ) | ||||||
Repurchase of stock |
| (7 | ) | (3,400 | ) | |||||||
Net Cash Provided by Financing Activities |
6,681 | 41,822 | 14,909 | |||||||||
Increase (decrease) in Cash and Cash Equivalents |
18,001 | 6,979 | (15,543 | ) | ||||||||
Cash and Cash Equivalents at the Beginning of the Period |
16,162 | 9,183 | 24,726 | |||||||||
Cash and Cash Equivalents at the End of the Period |
$ | 34,163 | $ | 16,162 | $ | 9,183 | ||||||
Supplemental Disclosure of Cash Flow Information |
||||||||||||
Interest paid |
$ | 17,223 | $ | 19,015 | $ | 20,974 | ||||||
Federal Taxes Paid |
| | 300 | |||||||||
Supplemental noncash disclosure: |
||||||||||||
Loans transferred to other real estate owned |
9,883 | 5,777 | 878 |
7
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(1) Summary of Significant Accounting Policies
The accounting and reporting policies of Community Central Bank Corporation (the
Corporation) conform to accounting principles generally accepted in the United
States of America. Management is required to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates and assumptions. Material estimates
that are particularly susceptible to significant change in the near term relate to
the determination of the allowance for loan losses, the valuation of certain
financial instruments, investment securities, foreclosed real estate and deferred tax
assets.
Principles of Consolidation: The consolidated financial statements include the
accounts of the Corporation and its wholly-owned subsidiaries, Community Central Bank
(the Bank) and Community Central Mortgage Company, LLC (the Mortgage Company).
All significant intercompany transactions are eliminated in consolidation. The
ownership structure of the Mortgage Company consists of one member, Community Central
Bank owning 100% of the Mortgage Company.
Nature of Operations: Community Central Bank Corporation is the bank holding company
for Community Central Bank in Mount Clemens, Michigan. The Bank opened for business
in October 1996 and serves businesses and consumers across Macomb, Oakland, St. Clair
and Wayne counties with a full range of lending, deposit, trust, wealth management
and Internet banking services. The Bank operates four full service facilities in
Mount Clemens, Rochester Hills, Grosse Pointe Farms and Grosse Pointe Woods,
Michigan. Community Central Mortgage Company, LLC, a subsidiary of the Bank,
operates locations servicing the Detroit metropolitan area and northwest Indiana.
River Place Trust and Community Central Wealth Management are divisions of Community
Central Bank. Community Central Insurance Agency, LLC is a wholly owned subsidiary
of Community Central Bank.
Trading Securities: For certain investments in securities that would otherwise have
been accounted for as available for sale, the Company has elected to apply fair value
accounting. Those securities are carried at fair value, with changes in fair value
of such investments recorded in earnings. At December 31, 2009, the Corporation did
not have securities classified in this category.
Fair Value Option for Financial Assets and Financial Liabilities: Under ASC 825,
Financial Instruments, an entity is permitted to immediately elect the fair value
option for existing eligible items. While not required to adopt the new standard
until 2008, the Corporation elected to adopt it in the first quarter of 2007. As a
result of the Corporations adoptions, certain financial instruments were valued at
fair value using the fair value option. The Corporation adopted ASC 820, Fair Value
Measurements and Disclosures. See Note 1 New Accounting Pronouncements.
The Corporation utilizes fair value measurements to record fair value adjustments to
certain assets and liabilities and to determine fair value disclosures.
Additionally, from time to time, the Corporation may be required to record at fair
value other assets on a nonrecurring basis, such as loans held for sale, loans held
for investment and certain other assets. These nonrecurring fair value adjustments
typically involve application of lower of cost or market accounting or write-downs of
individual assets.
Fair Value Hierarchy
Under ASC 820, Fair Value Measurements, the Corporation groups assets and
liabilities at fair value in three levels, based on the markets in which the assets
and liabilities are traded and the reliability of the assumptions used to determine
fair value. These levels are:
Level 1 | Valuation is based upon quoted prices for identical instruments traded in active markets. | ||
Level 2 | Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. |
8
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Level 3 | Valuation contains unobservable input(s) and is used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity. Level 3 instruments typically include, in addition to unobservable or Level 3 components, observable components. |
Securities: On the balance sheet, securities held to maturity are stated at cost,
adjusted for amortization of premium and accretion of discount. Securities
classified as available for sale are those that may be sold in the future to meet
investment objectives of quality, liquidity and yield, and to avoid significant
market deterioration. Securities available for sale are reported at estimated fair
value. Unrealized gain or loss on securities available for sale is recorded (net of
tax) as a component of other comprehensive income in the equity section of the
balance sheet. Gain or loss on sales or calls of securities is computed based on the
amortized cost of the specific security.
Federal Home Loan Bank Stock: Federal Home Loan Bank Stock (FHLB Stock) is
considered a restricted investment security and is carried at cost. Purchases and
sales of FHLB stock are made directly with the FHLB at par value.
Loans: Loans are generally reported at the principal amount outstanding.
Non-refundable loan origination fees and certain direct loan origination costs are
deferred and included in interest income over the term of the related loan as a yield
adjustment. Interest on loans is accrued and credited to income based upon the
principal amount outstanding. The accrual of interest on loans is discontinued when,
in the opinion of management, there is an indication that the borrower may be unable
to meet payments as they become due. Upon such discontinuance, all unpaid interest
accrued is reversed. Interest accruals are generally resumed when all delinquent
principal and/or interest has been brought current or the loan becomes both well
secured and in the process of collection.
Loans Held for Sale: Loans held for sale consist of fixed rate residential mortgage
loans with maturities of 15 to 30 years. Such loans are recorded at the lower of
aggregate cost or estimated fair value.
Allowance for Credit Losses: The allowance for credit losses is maintained at a
level considered by management to be adequate to absorb probable 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, and current
economic conditions that may affect the borrowers ability to pay.
Foreclosed Assets: Assets acquired through, or in lieu of, loan foreclosure are held
for sale and are initially recorded at fair value as of the date of the foreclosure,
establishing a new cost basis. Subsequent to foreclosure, valuations are
periodically performed by management and the assets are carried at the lower of
carrying amount or fair value less cost to sell. Revenue and expenses from
operations and changes in the valuation allowance are included in net expenses from
foreclosed assets.
Property and Equipment: Property and equipment are stated at cost, less accumulated
depreciation and amortization. Depreciation, generally computed using a declining
balance method, is charged to operations over the estimated useful lives of the
assets. Leasehold improvements are amortized over the terms of their respective
leases or the estimated useful lives of the improvements, whichever is shorter.
Goodwill: Goodwill results from business acquisitions and represents the excess of
the purchase price over the fair value of the acquired tangible assets and
liabilities and identifiable intangible asset. Goodwill is assessed annually for
impairment and any such impairment will be recognized in the period identified.
During the 2008 annual review, the Corporation determined that the goodwill that
resulted from our acquisition of North Oakland Community Bank in Rochester Hills was
impaired. The impairment charge of $743,000 was recorded in 2008.
As of December 31, 2009, the remaining goodwill of $638,000, associated with the
acquisition of River Place Financial Corporation, was determined to have no
impairment. This was based on goodwill impairment testing conducted in the third
quarter of 2009. We conduct a goodwill impairment test on our reporting units at
least annually or more frequently if any adverse triggering events occur. Based on
the results of our analysis, there were no impairment charges related to the trust
reporting unit goodwill recognized in 2009, 2008 or 2007. The fair value of our
reporting units is determined by using discounted cash flow and market comparability
9
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
methodologies. Assets and liabilities of acquired entities are recorded at estimated
fair value as of the acquisition date and are subject to refinement as information
relative to the fair values at the date of acquisition becomes available.
Intangible Assets: Intangible assets of $57,000 as of December 31, 2009 consist of
an intangible generated from the acquisition of River Place Financial. The
intangible is associated with customer relationships, which will be amortized using
the straight-line method over their estimated useful lives. Amortization expense of
$23,000 was recognized in 2009. Under the straight-line method, the intangible asset
is expected to be fully amortized by 2012.
Stock Option Plan: The Company recognizes compensation expense for stock options and
stock awards over the related service period, based on the grant date fair value of
the award.
Earnings Per Share: Basic earnings per share are based on the weighted average
number of shares outstanding during the period. For earnings per share,
committed-to-be-released and allocated shares of the ESOP are considered
outstanding. Diluted earnings per share are adjusted for the dilutive effects of
stock options, where applicable. All share amounts have been retroactively adjusted
to reflect the issuance of stock dividends.
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands of shares) | ||||||||||||
Weighted average shares reconcilation is as follows: |
||||||||||||
Basic |
3,736 | 3,731 | 3,833 | |||||||||
Effect of stock options |
| | 42 | |||||||||
Diluted |
3,736 | 3,731 | 3,875 | |||||||||
Comprehensive Income: Accounting principles generally require that recognized
revenue, expense, gain and loss be included in net income. Certain changes in assets
and liabilities, such as unrealized gain or loss on securities available for sale,
are reported as a separate component of equity. Such items, along with net income,
are components of comprehensive income. Accumulated other comprehensive income at
December 31, 2009, 2008 and 2007 consisted solely of unrealized gains and losses on
available for sale securities, net of tax.
New Accounting Pronouncements: In April 2009, the FASB issued a new standard now
codified in ASC 820, Fair Value Measurements and Disclosures (formerly Staff Position
(FSP) No. 157-4, Determining Fair Value When the Volume and Level of Activity for the
Asset and Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly). This standard emphasizes that even if there has been a significant
decrease in the volume and level of activity, the objective of a fair value
measurement remains the same. Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction (that is, not a
forced liquidation or distressed sale) between market participants. The standard
provides a number of factors to consider when evaluating whether there has been a
significant decrease in the volume and level of activity for an asset or liability in
relation to normal market activity. In addition, when transactions or quoted prices
are not considered orderly, adjustments to those prices based on the weight of
available information may be needed to determine the appropriate fair value. The
standard also requires increased disclosures. This standard is effective for interim
and annual reporting periods ending after June 15, 2009, and shall be applied
prospectively. Early adoption is permitted for periods ending after March 15, 2009.
Adoption of this standard in June of 2009 did not have a material effect on the
Companys results of operations or financial position.
In April 2009, the FASB issued a new standard now codified in ASC 825, Financial
Instruments (formerly Staff Position (FSP) No. 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments). This statement amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim reporting periods
of publicly traded companies that were previously only required in annual financial
statements. This statement is effective for interim reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.
Adoption of this statement at June 30, 2009 did not have an impact on the results of
operations or financial position as it only required disclosures included in the
footnotes.
10
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
In May 2009, the FASB issued a new standard now codified in ASC 855, Subsequent
Events (formerly SFAS No. 165, Subsequent Events), which establishes general
standards of accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued or are available to be issued.
Although there is new terminology, the standard is based on the same principles as
those that currently exist in the auditing
standards. The standard also includes a required disclosure of the date through
which the entity has evaluated subsequent events and whether the evaluation date is
the date of issuance or the date the financial statements were available to be
issued. The standard is effective for interim or annual periods ending after June
15, 2009. The Company has complied with the disclosure requirements. In accordance
with this statement, we have evaluated subsequent events through the date of this
filing. We do not believe there are any material subsequent events which would
require further disclosure.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162. The FASB Accounting Standards Codification
(Codification) will become the source of authoritative U.S. Generally Accepted
Accounting Principles (GAAP) recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of this Statement, the Codification will supersede all then-existing
non-SEC accounting and reporting standards. All other non-grandfathered non-SEC
accounting literature not included in the Codification will become non-authoritative.
This Statement is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company complied with the requirements
of the Statement beginning in the third quarter of 2009.
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05 (ASU
2009-05), which provides amendments to ASC Top 820, Fair Value Measurements and
Disclosures, for the fair value measurement of liabilities. ASU 2009-05 provides
clarification that in circumstances in which a quoted price in an active market for
the identical liability is not available, a reporting entity is required to measure
fair value using one or more of the following techniques: a valuation technique that
uses the quoted price of the identical liability when traded as an asset or a quoted
price for a similar liability when traded as an asset, or another valuation method
that is consistent with the principles of ASC Topic 820, Fair Value Measurements and
Disclosures. ASU 2009-05 also provides clarification that when estimating the fair
value of a liability, a reporting entity is not required to include a separate input
or adjustments to other inputs relating to the existence of a restriction that
prevents the transfer of the liability. The effective date is the first reporting
period beginning after issuance. Accordingly, the Corporation did adopt the
provisions of ASU 2009-05 in the fourth quarter of 2009. The adoption of the
provisions of ASU 2009-05 did not have a material effect on the Corporations
financial condition and results of operations.
(2) Cash and Due from Banks
The Bank is required to maintain cash on hand or noninterest bearing deposits with
the Federal Reserve Bank, based on a percentage of the Banks deposits. The
requirement is met using a combination of vault cash and deposits made through a
direct relationship with the Federal Reserve Bank of Chicago. As of December 31,
2009, $146,000 in reserves was required.
11
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
(3) Securities
The following table shows the amortized cost and estimated fair value of the
Corporations security portfolios as of the dates indicated:
December 31, 2009 | ||||||||||||||||
Amortized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
(In thousands) | ||||||||||||||||
Securities Available for Sale |
||||||||||||||||
United States government agencies |
$ | | $ | | $ | | $ | | ||||||||
U.S. agency mortgage backed securities |
41,847 | 237 | (168 | ) | 41,916 | |||||||||||
U.S. agency collateralized mortgage obligations |
18,541 | 321 | (23 | ) | 18,839 | |||||||||||
Municipal securities |
4,515 | 24 | (105 | ) | 4,434 | |||||||||||
Mutual fund and Trust preferred securities |
750 | | (36 | ) | 714 | |||||||||||
Total Securities Available for Sale |
65,653 | 582 | (332 | ) | 65,903 | |||||||||||
Held to Maturity Securities |
||||||||||||||||
Municipal securities |
560 | 4 | (15 | ) | 549 | |||||||||||
Trust preferred securities |
250 | | | 250 | ||||||||||||
U.S. agency mortgage backed securities |
2,657 | 21 | (8 | ) | 2,670 | |||||||||||
Total Held to Maturity Securities |
3,467 | 25 | (23 | ) | 3,469 | |||||||||||
Total Securities |
$ | 69,120 | $ | 607 | $ | (355 | ) | $ | 69,372 | |||||||
The following table shows those securities the Corporation has elected to report at
fair value. Under the fair value option, the securities are reported as trading
securities even though management did not acquire the securities principally for the
purpose of selling them in the near term. The change in the fair value of these
securities is recorded in current earnings. See Note 21 for additional information.
December 31, 2009 | December 31, 2008 | |||||||
Fair Value | Fair Value | |||||||
Trading Securities |
||||||||
United States government agencies |
$ | | $ | 11,594 | ||||
U.S. agency collaterized mortgage obligations |
| 5,869 | ||||||
Total Trading Securities Held at Fair Value |
$ | | $ | 17,463 | ||||
12
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
December 31, 2008 | ||||||||||||||||
Amortized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
(In thousands) | ||||||||||||||||
Securities Available for Sale |
||||||||||||||||
United States government agencies |
$ | 12,029 | $ | 15 | $ | (28 | ) | $ | 12,016 | |||||||
U.S. agency mortgage backed securities |
26,460 | 311 | (70 | ) | 26,701 | |||||||||||
U.S. agency collateralized mortgage obligations |
25,682 | 191 | (237 | ) | 25,636 | |||||||||||
Municipal securities |
12,032 | 11 | (484 | ) | 11,559 | |||||||||||
Mutual fund and trust preferred securities |
750 | | (110 | ) | 640 | |||||||||||
Total Securities Available for Sale |
76,953 | 528 | (929 | ) | 76,552 | |||||||||||
Held to Maturity Securities |
||||||||||||||||
Municipal securities |
610 | | (18 | ) | 592 | |||||||||||
Trust preferred securities |
| | | | ||||||||||||
U.S. agency mortgage backed securities |
905 | | (3 | ) | 902 | |||||||||||
Total Held to Maturity Securities |
1,515 | | (21 | ) | 1,494 | |||||||||||
Total Securities |
$ | 78,468 | $ | 528 | $ | (950 | ) | $ | 78,046 | |||||||
For the years ended December 31, 2009, 2008 and 2007, proceeds from sales of
securities available for sale amounted to $81.5 million, $54.0 million and $9.4
million, respectively. Gross realized gains amounted to $991,000, $434,000, and
$23,000, respectively. Gross realized losses amounted to $265,000, $220,000 and
$97,000, respectively.
The following table shows information pertaining to securities with gross unrealized
losses at December 31, 2009 and 2008, aggregated by investment category and length of
time that the individual security has been in continuous loss position. Unrealized
losses on securities have not been recognized into income because the issuers bonds
are of high credit quality. We have the intent and ability to hold the securities for
the foreseeable future and the decline in fair value is primarily due to increased
market interest rates.
December 31, 2009 | ||||||||||||||||
Less than 12 Months | Over 12 Months | |||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Fair | Unrealized | Fair | |||||||||||||
Losses | Value | Losses | Value | |||||||||||||
(In thousands) | ||||||||||||||||
Securities Available for Sale |
||||||||||||||||
United States government agencies |
$ | | $ | | $ | | $ | | ||||||||
U.S. agency mortgage backed securities |
(166 | ) | 19,707 | (2 | ) | 76 | ||||||||||
U.S. agency collateralized mortgage obligations |
(15 | ) | 3,265 | (8 | ) | 662 | ||||||||||
Municipal securities |
(20 | ) | 1,026 | (85 | ) | 2,115 | ||||||||||
Mutual fund and other |
(5 | ) | 495 | (31 | ) | 219 | ||||||||||
Total Securities Available for Sale |
$ | (206 | ) | $ | 24,493 | $ | (126 | ) | $ | 3,072 | ||||||
As of December 31, 2009, the unrealized loss on held to maturity securities was
$23,000. All held to maturity securities have been in an unrealized loss position
for under twelve months.
13
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
December 31, 2008 | ||||||||||||||||
Less than 12 Months | Over 12 Months | |||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Fair | Unrealized | Fair | |||||||||||||
Losses | Value | Losses | Value | |||||||||||||
(In thousands) | ||||||||||||||||
Securities Available for Sale |
||||||||||||||||
United States government agencies |
$ | (28 | ) | $ | 10,002 | $ | | $ | | |||||||
U.S. agency mortgage backed securities |
(64 | ) | 3,602 | (6 | ) | 237 | ||||||||||
U.S. agency collateralized mortgage obligations |
(234 | ) | 10,407 | (3 | ) | 59 | ||||||||||
Municipal securities |
(484 | ) | 9,890 | | | |||||||||||
Mutual fund |
(110 | ) | 640 | | | |||||||||||
Total Securities Available for Sale |
$ | (920 | ) | $ | 34,541 | $ | (9 | ) | $ | 296 | ||||||
As of December 31, 2008, the unrealized loss on held to maturity securities was
$21,000. All held to maturity securities have been in an unrealized loss position
for over twelve months.
14
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
The following table shows the maturity distribution of the investment portfolio
as of December 31, 2009, 2008 and 2007, with weighted average yields to maturity.
This table does not include trading securities carried at fair value.
2009 | 2008 | 2007 | ||||||||||||||||||||||||||||||||||
Amortized | Fair | Yield | Amortized | Fair | Yield | Amortized | Fair | Yield | ||||||||||||||||||||||||||||
Cost | Value | (%) | Cost | Value | (%) | Cost | Value | (%) | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||
U.S. Government debentures |
||||||||||||||||||||||||||||||||||||
One year or less |
$ | | $ | | 0.00 | % | $ | 12,029 | $ | 12,016 | 5.80 | % | $ | 2,102 | $ | 2,123 | 5.40 | % | ||||||||||||||||||
Over 1 year through five years |
| | | | | | 2,606 | 2,643 | 4.88 | % | ||||||||||||||||||||||||||
Over 5 years through 10 years |
| | | | | | 961 | 988 | 5.32 | % | ||||||||||||||||||||||||||
Over ten years |
| | | | | | | | | |||||||||||||||||||||||||||
| | 0.00 | % | 12,029 | 12,016 | 5.80 | % | 5,669 | 5,754 | 5.15 | % | |||||||||||||||||||||||||
State and political subdivisions * |
||||||||||||||||||||||||||||||||||||
One year or less |
30 | 30 | 4.32 | % | 30 | 30 | 5.85 | % | 697 | 696 | 4.60 | % | ||||||||||||||||||||||||
Over 1 year through five years |
762 | 755 | 3.93 | % | 633 | 636 | 5.82 | % | 2,964 | 2,952 | 4.54 | % | ||||||||||||||||||||||||
Over 5 years through 10 years |
730 | 727 | 4.17 | % | 3,523 | 3,493 | 6.07 | % | 4,323 | 4,292 | 5.79 | % | ||||||||||||||||||||||||
Over ten years |
3,553 | 3,471 | 4.46 | % | 8,456 | 7,992 | 6.12 | % | 21,743 | 20,955 | 6.26 | % | ||||||||||||||||||||||||
5,075 | 4,983 | 4.33 | % | 12,642 | 12,151 | 6.09 | % | 29,727 | 28,895 | 5.98 | % | |||||||||||||||||||||||||
U.S. government mortgage-backed
and collateralized mortgage
obligations |
63,045 | 63,425 | 3.56 | % | 52,797 | 52,989 | 4.76 | % | 32,555 | 32,393 | 5.12 | % | ||||||||||||||||||||||||
Mutual fund (CRA qualified) |
500 | 495 | 3.67 | % | 500 | 490 | 5.50 | % | 500 | 491 | 4.20 | % | ||||||||||||||||||||||||
Trust preferred securities |
500 | 469 | 6.38 | % | 500 | 400 | 6.25 | % | 250 | 250 | 8.50 | % | ||||||||||||||||||||||||
Total securities |
$ | 69,120 | $ | 69,372 | 3.58 | % | $ | 78,468 | $ | 78,046 | 5.15 | % | $ | 68,701 | $ | 67,783 | 5.50 | % | ||||||||||||||||||
Memo: |
||||||||||||||||||||||||||||||||||||
Securities with variable interest rates
included above. This includes U.S. government mortgage-backed
and collateralized mortgage
obligations, with all others fixed. |
4,002 | 4,057 | 10,437 | 10,219 | 8,687 | 8,671 |
* | weighted yield on state and political subdivisions is calculated on a taxable equivalent basis and is based on yield to maturity of the instruments. |
The preceding table shows securities generally by contractual maturity. Actual
maturities may differ from contractual maturities because issuers (or underlying
borrowers) may have the right to call or prepay obligations.
Investment securities of $56.2 million were pledged at December 31, 2009 to secure
short-term repurchase agreements, wholesale repurchase agreements and to partially
secure FHLB advances.
(4) Loans
Certain directors and executive officers of the Corporation and their associates are
loan customers of the Bank. Such loans were made in the ordinary course of business
and do not involve more than a normal risk of collectability. The outstanding loan
balance for these persons amounted to $10,514,000 and $6,740,000 at December 31, 2009
and 2008, respectively. The total unused commitments related to these loans were
$5,225,000 and $4,049,000 at December 31, 2009 and 2008, respectively. During 2009,
new loans and advances to directors and executive officers of the Corporation and
their associates totaled $6,454,000, while repayments totaled $2,680,000.
15
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
The Bank grants loans to customers who reside primarily in Macomb, St. Clair,
Oakland, and Wayne Counties. Although the Bank has a diversified loan portfolio, a
substantial portion of the local economy has traditionally been dependent upon the
automotive industry. Additionally, the Bank had approximately $168.4 million in
outstanding loans at December 31, 2009, to commercial borrowers in the real estate
rental and property management industry. Approximately 65% of all commercial real
estate loans are owner occupied.
LOAN PORTFOLIO
The following table sets forth the composition of our loan portfolios as of the dates
indicated. The loan amounts in the table reflect amounts before deductions for loans
in process, deferred loan fees and discounts and allowance for credit losses.
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Commercial real estate (1) |
$ | 273,578 | $ | 284,811 | $ | 264,685 | $ | 236,399 | $ | 201,348 | ||||||||||
Commercial and industrial |
48,782 | 38,714 | 33,039 | 28,393 | 26,753 | |||||||||||||||
Residential real estate |
51,101 | 54,409 | 60,799 | 72,517 | 74,601 | |||||||||||||||
Home equity lines |
21,889 | 21,230 | 20,906 | 17,614 | 18,545 | |||||||||||||||
Consumer loans |
6,961 | 7,107 | 9,754 | 11,666 | 13,054 | |||||||||||||||
Credit cards |
856 | 846 | 729 | 693 | 650 | |||||||||||||||
Total loans |
$ | 403,167 | $ | 407,117 | $ | 389,912 | $ | 367,282 | $ | 334,951 | ||||||||||
(1) | Included in the category of commercial real estate in the above table are real estate construction loans totaling $11.2 million, $22.9 million, $47.8 million, $42.4 million and $18.2 million for the years ended 2009, 2008, 2007, 2006 and 2005, respectively. |
Commercial and multi-family real estate loans make up the largest component of
our loan portfolio. Loans secured by commercial and multi-family real estate
properties are generally larger and involve a greater degree of risk than one- to
four-family residential mortgage loans. Commercial and multi-family real estate
loans typically involve large balances to single borrowers or groups of related
borrowers. Because payments on loans secured by commercial and multi-family real
estate properties are often dependent on the successful operation or management of
the properties, repayment of such loans may be subject to adverse conditions in the
real estate market or the economy. If the cash flow from the project is reduced (for
example, if leases are not obtained or renewed), the borrowers ability to repay the
loan may be impaired. We attempt to minimize the risks associated with these
transactions by generally limiting our commercial real estate lending to well-known
customers or new customers whose businesses have an established profitable history.
In many cases, risk is further reduced by limiting the amount of credit to any one
borrower to an amount less than our legal lending limit.
Our commercial and industrial business lending activities have encompassed loans with
a variety of purposes and security, including loans to finance inventory and
equipment. Commercial and industrial business loans generally involve different
risks than residential and commercial mortgage loans. Commercial and industrial
business loans are of higher risk and typically are made on the basis of the
borrowers ability to make repayment from the cash flow of the borrowers business.
As a result, the availability of funds for the repayment of commercial business loans
may be substantially dependent on the success of the business itself, rather than on
the value of the real estate that typically secures residential and commercial
mortgage loans.
The following tables illustrate the maturity of selected loan portfolios at December
31, 2009. Loans which have adjustable or renegotiable interest rates are shown as
maturing in the period during which the contract is due. The tables do not reflect
the effects of interest rate adjustments and possible repayments.
16
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Commercial and industrial loans due during the years ending December 31,
(In thousands) | ||||
2010 |
$ | 37,064 | ||
2011 to 2014 |
8,660 | |||
2015 and thereafter |
3,058 | |||
Total loans |
$ | 48,782 | ||
The total amount of commercial and industrial loans due after December 31, 2010
which have fixed interest rates is $6.1 million, while there are $5.6 million in
loans due after such date which have floating or adjustable interest rates. Some of
these loans may have floor interest rate levels which are reported as fixed interest
rate loans.
Real estate construction loans due during the years ending December 31,
(In thousands) | ||||
2010 |
$ | 10,865 | ||
2011 to 2014 |
299 | |||
2015 and thereafter |
| |||
Total loans |
$ | 11,164 | ||
The total amount of construction loans due after December 31, 2010 which have
fixed interest rates is $299,000. There are no loans due after such dates which have
floating or adjustable interest rates.
17
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
(5) Allowance for Credit Losses
A summary of the activity in the allowance for credit losses for the years ended
December 31 is as follows:
December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Balance at beginning of the period |
$ | 7,315 | $ | 6,403 | $ | 3,815 | $ | 3,580 | $ | 3,377 | ||||||||||
Charge-offs: |
||||||||||||||||||||
Commercial real estate |
7,257 | 6,895 | 338 | | 181 | |||||||||||||||
Commercial and industrial |
1,205 | 270 | 110 | 248 | 57 | |||||||||||||||
Residential real estate |
486 | 426 | 106 | 21 | 103 | |||||||||||||||
Home equity lines |
538 | 577 | 131 | 21 | | |||||||||||||||
Consumer loans |
237 | 669 | 382 | 40 | 171 | |||||||||||||||
Credit cards |
54 | 33 | 33 | 13 | 12 | |||||||||||||||
Total charge-offs |
9,777 | 8,870 | 1,100 | 343 | 524 | |||||||||||||||
Recoveries: |
||||||||||||||||||||
Commercial real estate |
72 | 52 | | | 1 | |||||||||||||||
Commercial and industrial |
400 | 218 | 12 | 14 | 606 | |||||||||||||||
Residential real estate |
23 | | | 8 | | |||||||||||||||
Home equity lines |
3 | 1 | | | | |||||||||||||||
Consumer loans |
71 | 7 | 69 | 5 | 18 | |||||||||||||||
Credit cards |
| 2 | 7 | 1 | 2 | |||||||||||||||
Total recoveries |
569 | 280 | 88 | 28 | 627 | |||||||||||||||
Net charge-offs |
9,208 | 8,590 | 1,012 | 315 | (103 | ) | ||||||||||||||
Provision charged to earnings |
14,850 | 9,502 | 3,600 | 550 | 100 | |||||||||||||||
Balance at the end of the period |
$ | 12,957 | $ | 7,315 | $ | 6,403 | $ | 3,815 | $ | 3,580 | ||||||||||
As a percentage of total portfolio loans |
3.21 | % | 1.80 | % | 1.64 | % | 1.04 | % | 1.07 | % | ||||||||||
Ratio of net charge-offs (net recoveries)
during the period to average
loans during the period |
2.22 | % | 2.17 | % | 0.27 | % | 0.09 | % | (0.03 | %) |
The loan portfolio has been reviewed and analyzed for the purpose of estimating
probable credit losses inherent in the loan portfolio. The Corporation performs a
detailed quarterly review of the allowance for credit losses. The Corporation
evaluates for impairment those loans classified as substandard, under its internal
risk rating system, on an individual basis. The level and allocation of the allowance
is determined primarily on managements evaluation of collateral value, less the cost
of disposal, for loans reviewed in this category. The remainder of the total loan
portfolio is segmented into homogeneous loan pools with similar risk characteristics
for evaluation. The Corporation uses factors such as historical portfolio losses,
national and local economic trends and levels of delinquency to determine the
appropriate level and allocation of the allowance for loans in this grouping. The
Corporations policy dictates that specifically identified credit losses be
recognized immediately by a charge to the allowance for credit losses. The allowance
for credit losses contains allocations for specific loans or loan types; the entire
allowance is available for charge-off of any loan based on managements discretion.
Management believes that the present allowance is adequate, based on the broad range
of considerations listed above.
The Corporation considers a loan impaired when it is probable that not all of the
interest and principal will be collected in accordance with the contractual terms of
the loan agreement. Consistent with this definition, all nonaccrual and reduced-rate loans (with the exception of residential mortgage loans
and consumer loans) are considered impaired.
18
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Analysis of Allowance for Credit Losses
The following table contains reserve allocations for types of loans for the years presented.
Commercial | Commercial | Residential | Home Equity | Consumer | Credit | |||||||||||||||||||||||||||
Real Estate | and Industrial | Real Estate | Lines | Loans | Cards | Unallocated | Total | |||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Balances: |
||||||||||||||||||||||||||||||||
December 31, 2009 |
$ | 8,537 | $ | 1,195 | $ | 1,736 | $ | 682 | $ | 616 | $ | 66 | $ | 125 | $ | 12,957 | ||||||||||||||||
% of loans in category |
67.87 | % | 12.09 | % | 12.67 | % | 5.43 | % | 1.73 | % | 0.21 | % | 100.00 | % | ||||||||||||||||||
December 31, 2008 |
$ | 4,221 | $ | 936 | $ | 869 | $ | 669 | $ | 502 | $ | 85 | $ | 33 | $ | 7,315 | ||||||||||||||||
% of loans in category |
70.00 | % | 9.50 | % | 13.40 | % | 5.20 | % | 1.70 | % | 0.20 | % | 100.00 | % | ||||||||||||||||||
December 31, 2007 |
$ | 4,360 | $ | 302 | $ | 824 | $ | 396 | $ | 314 | $ | 50 | $ | 157 | $ | 6,403 | ||||||||||||||||
% of loans in category |
67.80 | % | 8.50 | % | 15.60 | % | 5.40 | % | 2.50 | % | 0.20 | % | 100.00 | % | ||||||||||||||||||
December 31, 2006 |
$ | 1,741 | $ | 499 | $ | 931 | $ | 436 | $ | 155 | $ | 26 | $ | 27 | $ | 3,815 | ||||||||||||||||
% of loans in category |
64.40 | % | 7.70 | % | 19.70 | % | 4.80 | % | 3.20 | % | 0.20 | % | 100.00 | % | ||||||||||||||||||
December 31, 2005 |
$ | 1,526 | $ | 594 | $ | 993 | $ | 138 | $ | 154 | $ | 24 | $ | 151 | $ | 3,580 | ||||||||||||||||
% of loans in category |
60.10 | % | 8.00 | % | 22.30 | % | 5.50 | % | 3.90 | % | 0.20 | % | 100.00 | % |
LEGAL LENDING LIMIT
Pursuant to state regulations, the Bank is limited in the amount that it may lend to
a single borrower or group of borrowers. As of December 31, 2009, the legal lending
limit was approximately $6.7 million or 15% of capital and surplus of the Bank;
however, that limit can be increased to approximately $11.1 million or 25% of capital
and surplus, with two-thirds approval by the Board of Directors.
19
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Nonperforming Assets
The table below sets forth the amounts and categories of nonperforming assets in our
loan portfolio. See Loans and Allowance for Credit Losses under Notes 4 and 5 of
Notes to Consolidated Financial Statements.
December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Nonaccrual loans: |
||||||||||||||||||||
Commercial real estate |
$ | 16,020 | $ | 12,579 | $ | 14,379 | $ | 2,711 | $ | 1,637 | ||||||||||
Commercial and industrial |
584 | 96 | 146 | 646 | 985 | |||||||||||||||
Residential real estate |
5,673 | 3,578 | 2,053 | | 67 | |||||||||||||||
Home equity lines |
219 | 760 | 354 | | | |||||||||||||||
Consumer loans |
378 | 571 | 30 | | | |||||||||||||||
Credit cards |
| | | | | |||||||||||||||
Total |
22,874 | 17,584 | 16,962 | 3,357 | 2,689 | |||||||||||||||
Accruing loans delinquent more
than 90 days: |
||||||||||||||||||||
Commercial real estate |
| | | | | |||||||||||||||
Commercial and industrial |
| | | | | |||||||||||||||
Residential real estate |
| | 654 | 876 | 621 | |||||||||||||||
Home equity lines |
| | 44 | 336 | | |||||||||||||||
Consumer loans |
| | | 160 | 1 | |||||||||||||||
Credit cards |
7 | 44 | 25 | 1 | 1 | |||||||||||||||
Total |
7 | 44 | 723 | 1,373 | 623 | |||||||||||||||
Total nonperforming loans |
$ | 22,881 | $ | 17,628 | $ | 17,685 | $ | 4,730 | $ | 3,312 | ||||||||||
Troubled debt restructured loans: |
||||||||||||||||||||
Commercial real estate |
20,341 | 6,078 | | | | |||||||||||||||
Commercial and industrial |
83 | 1,589 | | | | |||||||||||||||
Residential real estate |
| 495 | 253 | | | |||||||||||||||
Total |
20,424 | 8,162 | 253 | | | |||||||||||||||
Other real estate owned: |
||||||||||||||||||||
Commercial real estate |
8,881 | 2,493 | 319 | | | |||||||||||||||
Residential real estate |
419 | 420 | 535 | 108 | 112 | |||||||||||||||
Total |
9,300 | 2,913 | 854 | 108 | 112 | |||||||||||||||
Other repossessed assets: |
||||||||||||||||||||
Boats |
494 | 976 | | | | |||||||||||||||
Total nonperforming loans as a
percentage of total loans |
5.68 | % | 4.33 | % | 4.54 | % | 1.29 | % | 0.99 | % | ||||||||||
Allowance for loan losses to
nonperforming loans |
56.62 | % | 41.50 | % | 21.57 | % | 75.69 | % | 101.96 | % |
At December 31, 2009, restructured loans within the meaning of Accounting by
Debtors and Creditors for Troubled Debt Restructurings, codified in ASC 470,
increased to $20.4 million from $8.2 million at December 31, 2008. A total of $3.6
million and $2.2 million of troubled debt restructurings are classified as nonaccrual
loans and reported in total nonaccrual loans for December 31, 2009 and 2008,
respectively. Of those loans reported as troubled debt restructured loans, $20.4
million or 99% were contractually current.
20
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
The Corporation did not recognize any interest income in 2009, 2008 and 2007 on
those loans classified as nonaccruing for the period ended December 31, 2009, 2008
and 2007. The amount of interest that would have been recognized on those loans
classified as nonaccruing, if the loans were in accrual status during that same time
period, was $1,676,000, $1,750,000 and $332,000 during the periods of 2009, 2008 and
2007, respectively.
Nonperforming loans without a related allowance for credit losses totaled $4.8
million and $7.3 million for the periods ended December 31, 2009 and 2008,
respectively. Nonperforming loans with a related allowance for credit losses totaled
$18.0 million and $18.4 million for the periods ended December 31, 2009 and 2008,
respectively. At December 31, 2009, of the loans without a related specific
allowance, $1.1 million of the $7.4 million had partial charge offs of the loan
balance to the estimated net realizable value. The related allowance for
nonperforming loans for the period ended December 31, 2009 and 2008 was $5.5 million
and $3.0 million, respectively. Total nonperforming loans averaged $27.7 million in
2009, $20.3 million in 2008 and $16.7 million in 2007.
(6) Property and Equipment
A summary of property and equipment as of December 31 is as follows:
2009 | 2008 | |||||||
(In thousands) | ||||||||
Land |
$ | 1,340 | $ | 1,340 | ||||
Buildings and improvements |
5,984 | 5,941 | ||||||
Building construction in process |
| 182 | ||||||
Leasehold improvements |
1,653 | 1,650 | ||||||
Furniture and equipment |
5,183 | 4,709 | ||||||
Vehicles |
32 | 42 | ||||||
14,192 | 13,864 | |||||||
Less: accumulated depreciation and amortization |
5,086 | 4,503 | ||||||
Net property and equipment |
$ | 9,106 | $ | 9,361 | ||||
(7) Time Deposits
As of December 31, 2009, scheduled maturities of all time deposits are as follows:
Year Ending December 31, | (In thousands) | |||
2010 |
$ | 185,075 | ||
2011 |
56,835 | |||
2012 |
51,169 | |||
2013 |
360 | |||
2014 |
11,304 | |||
Subsequent years |
| |||
Total Time Deposits |
$ | 304,743 | ||
The following table depicts the maturity distribution of certificates of deposit with
balances of $100,000 or more at December 31, 2009.
(In thousands) | ||||
Three months or less |
$ | 51,651 | ||
Over three months to twelve months |
94,395 | |||
Over one year to three years |
76,758 | |||
Over three years |
4,170 | |||
Total time deposits of $100,000 or more |
$ | 226,974 | ||
21
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
(8) Short-term Borrowings
During the first quarter of 2007, the Corporation borrowed $19.0 million in a
wholesale structured repurchase agreement with an interest rate tied to the three
month Libor rate. On March 3, 2008, the borrowing changed to a fixed interest rate of
4.95% until March 2, 2017.
Short-term borrowings at December 31, 2009, consisted of short-term FHLB advances of
$22.0 million and short-term securities sold with an agreement to repurchase of $22.1
million. Repurchase agreements generally mature within one day. Following are
details of short-term borrowings for the dates or periods indicated:
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(Dollars in thousands) | ||||||||||||
Amount outstanding at end of year: |
||||||||||||
Short-term repurchase agreements |
$ | 22,106 | $ | 20,394 | $ | 13,659 | ||||||
Short-term FHLB advances |
$ | 22,000 | $ | 25,500 | $ | 23,795 | ||||||
Weighted average interest rate on ending balance: |
||||||||||||
Short-term repurchase agreements |
1.49 | % | 1.62 | % | 3.00 | % | ||||||
Short-term FHLB advances |
4.56 | % | 3.50 | % | 4.14 | % | ||||||
Maximum amount outstanding at any month end
during the year: |
||||||||||||
Short-term repurchase agreements |
$ | 25,771 | $ | 20,394 | $ | 14,932 | ||||||
Short-term FHLB advances |
$ | 29,000 | $ | 25,500 | $ | 23,795 | ||||||
Average amount outstanding during the year: |
||||||||||||
Short-term repurchase agreements |
$ | 20,863 | $ | 13,589 | $ | 13,330 | ||||||
Short-term FHLB advances |
$ | 31,000 | $ | 17,484 | $ | 19,831 | ||||||
Weighted average interest rate: |
||||||||||||
Short-term repurchase agreements |
1.55 | % | 1.97 | % | 3.10 | % | ||||||
Short-term FHLB advances |
4.03 | % | 4.05 | % | 4.16 | % |
(9) FHLB Advances
In June 2001, the Corporation started to borrow long-term advances from the FHLB to
fund fixed rate instruments and to attempt to minimize the interest rate risk
associated with certain fixed rate commercial mortgage loans and investment
securities. The advances are collateralized by residential and commercial mortgage
loans under a
specific collateral agreement totaling approximately $200.8 million and $235.0
million at December 31, 2009 and 2008, respectively. The advances are also secured
by specific investment securities with an amortized cost of $5.4 million and $25.6
million and fair market values of $5.5 million and $25.6 million at December 31, 2009
and 2008, respectively. All advances at December 31, 2009 had prepayment penalties.
All advances have final maturities without callable provisions.
FHLB advances outstanding were as follows:
December 31, 2009 | December 31, 2008 | |||||||||||||||
Ending | Average rate | Ending | Average rate | |||||||||||||
Balance | at end of period | Balance | at end of period | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Short-term FHLB advances |
$ | 22,000 | 4.56 | % | $ | 25,500 | 3.50 | % | ||||||||
Long-term FHLB advances |
43,700 | 4.77 | % | 82,700 | 4.43 | % | ||||||||||
$ | 65,700 | 4.70 | % | $ | 108,200 | 4.21 | % | |||||||||
22
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Long-term advances were comprised of 17 advances with maturities ranging from January 2011
to June 2016.
The principal maturities of long-term advances outstanding at December 31, 2009, are as
follows:
Year Ending December 31, | (In thousands) | |||
2010 |
$ | 22,000 | ||
2011 |
10,500 | |||
2012 |
7,000 | |||
2013 |
| |||
2014 |
| |||
Subsequent years |
26,200 | |||
Total |
$ | 65,700 | ||
(10) ESOP Note Payable
In 1999, the Banks employee stock ownership plan (ESOP) entered into a 10 year
variable rate loan with an outside financial institution. In the fourth quarter of
2008, the loan was paid in full. The Corporation had guaranteed the loan with the
ESOP stock pledged as collateral. In addition, the Bank issued a letter of credit
supporting the loan.
(11) Subordinated Debentures
On February 13, 2007, Community Central Capital Trust II (Trust II), a statutory
trust formed by the Corporation for the purpose of issuing trust preferred
securities, issued $18,000,000 aggregate liquidation amount of cumulative trust
preferred securities. The Trust II securities bear a fixed distribution rate of 6.71%
per annum through March 6, 2017, and thereafter will bear a floating distribution
rate equal to 90-day Libor plus 1.65%. The Trust II securities are redeemable at the
Corporations option, in whole or in part, at par beginning March 6, 2017, and if not
sooner redeemed, mature on March 6, 2037. The Trust II securities were sold in a
private transaction exempt from registration under the Securities Act of 1933, as
amended. The gross proceeds of the offering were used to purchase junior
subordinated debentures from the Corporation totaling $18,557,000, which bears the
same terms and repayment provisions as the trust preferred securities. Additionally,
an interest rate swap for a like kind notional value was secured, designed to convert
the fixed rate on the debenture to a variable rate. In the first quarter of 2009,
the Corporation elected to unwind and terminate the interest rate swap position based
on managements determination that the interest rate swap would no longer provide a
benefit to the Corporation. Management elected the fair value option for the
subordinated debenture (see Note 21).
On June 29, 2007, the Corporation redeemed $10.0 million of the subordinated
debentures issued to Community Central Capital Trust II.
The trust preferred securities may constitute up to 25% of Tier I capital. Any
amount in excess of this limit may be included as Tier 2 capital. At December 31,
2009, $6.5 million of the trust preferred issuance was included in the Corporations
Tier 1 capital, with the remaining $11.5 million included in Tier 2 capital.
(12) Stockholders Equity
The Corporation and the Bank are subject to various regulatory capital requirements
administered by Federal banking agencies. Failure to meet these requirements can
initiate certain mandatory (and possible additional
discretionary) actions by regulators. These actions, if undertaken, could have a
material effect on the Corporations financial position. Under capital adequacy
guidelines, the Corporation and the Bank must meet specific capital requirements that
involve quantitative measures of assets, liabilities, and certain off-balance sheet
items. Capital amounts are also subject to qualitative judgments by the regulators
about individual components, risk-weightings and other factors.
Quantitative measures established by regulation require the Corporation and the Bank
to maintain minimum amounts and ratios of Tier I capital and total capital (as
defined in the regulations) to risk-weighted assets. The
23
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Corporation and the Bank
are also subject to a minimum Tier I leverage ratio expressed as a percentage of
quarterly average assets (as defined). The Corporation is further subject to
leverage ratios consisting of primary capital and total capital as a percentage of
assets at period end. Management believes, as of December 31, 2009, that the
Corporation and the Bank meet all capital adequacy requirements to which they are
subject and the Bank is considered well capitalized. The Corporation and the Bank
are subject to regulatory capital requirements administered by federal banking
agencies. Capital adequacy guidelines and prompt corrective action regulations
involve quantitative measures of assets, liabilities, and certain off-balance sheet
items. Capital amounts and classifications are also subject to qualitative judgments
about components, risk weightings, and other factors in which the regulators can
lower classifications in certain cases. Failure to meet various capital requirements
can initiate regulatory action that could have a direct material effect on the
financial statements. The prompt corrective action regulations provide five
classifications, including well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically undercapitalized,
although these terms are not used to represent the overall financial condition. If
the Bank is only adequately capitalized, regulatory approval is required to accept
brokered deposits; and if the Bank is undercapitalized, capital distributions are
limited, as is asset growth and expansion, and plans for capital restoration are
required.
Preferred Stock Issuance
In December 2009 and January 2010, we raised a total of $4.2 million in capital
through the sale of Series B cumulative convertible perpetual preferred stock. The
Series B preferred stock can be converted into common stock of the Corporation at any
time by the holders, or by the Corporation under certain circumstances, at an initial
conversion price of $8.00 per share of common stock, subject to adjustment and
certain limitations, as described below. A warrant to purchase shares of the
Corporations common stock is attached to each share of Series B preferred stock.
Each warrant represents the right of the holder to purchase 20 shares of the
Corporations common stock at a purchase price of $5.00 per common share and is
exercisable for ten years. Dividends on the Series B preferred stock are payable
quarterly in arrears at a rate of 5.00% per annum, if and when declared by the
Corporations Board of Directors. Dividends on the Series B preferred shares are
cumulative. On or after August 1, 2010, the Series B preferred stock will be subject
to mandatory conversion into common stock under certain circumstances, including the
Corporations stock price trading at or above $10.00 per share, subject to
adjustment.
In December 2008 and February 2009, the Corporation raised a total of $3.55 million
in capital through the sale of Series A noncumulative convertible perpetual preferred
stock. The Series A preferred stock can be converted into common stock of the
Corporation at any time by the holders, or by the Corporation under certain
circumstances, at an initial conversion price of $10.00 per share of common stock,
subject to adjustment and certain limitations as described below. Dividends on the
Series A preferred stock are payable quarterly in arrears at a rate of 12.00% per
annum, if and when declared by the Corporations Board of Directors and are not
cumulative. The Series A preferred stock is subject to mandatory conversion into
common stock under certain circumstances, including the Corporations stock price
trading at or above $11.00 per share, subject to adjustment.
24
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
The following table shows the Corporations and the Banks actual capital
amounts and ratios as of December 31, as well as certain minimum requirements:
2009 | 2008 | Minimum Ratio for Capital Adequacy |
Ratio to be | |||||||||||||||||||||
Capital | Ratio | Capital | Ratio | Purposes | Well Capitalized | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Tier I capital to risk-weighted assets |
||||||||||||||||||||||||
Consolidated |
$ | 24,584 | 6.31 | % | $ | 45,054 | 10.41 | % | 4 | % | NA | |||||||||||||
Bank only |
31,133 | 7.99 | % | 39,928 | 9.28 | % | 4 | % | 6 | % | ||||||||||||||
Total capital to risk-weighted assets |
||||||||||||||||||||||||
Consolidated |
$ | 44,619 | 11.44 | % | $ | 57,199 | 13.22 | % | 8 | % | NA | |||||||||||||
Bank only |
36,102 | 9.27 | % | 45,338 | 10.54 | % | 8 | % | 10 | % | ||||||||||||||
Tier I capital to average assets |
||||||||||||||||||||||||
Consolidated |
$ | 24,584 | 4.47 | % | $ | 45,054 | 8.21 | % | 4 | % | NA | |||||||||||||
Bank only |
31,133 | 5.67 | % | 39,928 | 7.30 | % | 4 | % | 5 | % |
The Bank was categorized as adequately capitalized at December 31, 2009 and well
capitalized at December 31, 2008. Since the Bank was adequately capitalized at
December 31, 2009, regulatory approval is required to accept brokered deposits.
Effective January 1, 2010, the interest rate paid for deposits by institutions that
are less than well capitalized will be limited to 75 basis points above the national
rate for similar products unless the institution can support to the FDIC that
prevailing rates in its market area exceed the national average.
(13) Benefit Plans
Defined Contribution Plan - The Corporation has a 401(k) defined contribution savings
plan for employees. Employer contributions are discretionary and are determined
annually by the Board of Directors. Employer contributions of $167,000, $181,000
and $162,000 were paid or accrued for the periods ended December 31, 2009, 2008 and
2007.
Employee Stock Ownership Plan - During the second quarter of 1999, the Bank
established an ESOP for the benefit of eligible employees. As of December 31, 2009,
the ESOP had a total of 71,947 shares of the Corporations common stock, all of which
were classified as committed-to-be released. Under the ESOP, the shares of stock
committed-to-be released into all participants accounts are directly proportional to
the ratio of the principal reductions to the total original principal amount. During
the fourth quarter of 2008, the ESOP fully repaid the loan that originally funded the
purchase of common stock held in the ESOP. Dividends paid by the Corporation on
unearned shares of common stock held by the ESOP may be used to repay the loan or
used to purchase the Corporations common stock at the discretion of the plan
administrator. As of December 31, 2009, all shares in the ESOP were committed-to-be
released, with no remaining unearned.
The ESOP borrowed $500,000 from a bank to purchase shares of the Corporations stock
(see Note 10). This loan was fully repaid during the fourth quarter of 2008.
25
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Information regarding the ESOP transactions for the years ended December 31 is
as follows:
2009 | 2008 | 2007 | ||||||||||
Amounts paid by the ESOP for: | (In thousands) | |||||||||||
Debt repayment * |
$ | | $ | 36 | $ | 59 | ||||||
Interest |
$ | | $ | 1 | $ | 6 | ||||||
Other |
$ | | $ | 5 | $ | 4 | ||||||
Amounts received from the Corporation as: |
||||||||||||
Contributions to the ESOP |
$ | | $ | 42 | $ | 69 |
* | Includes debt repayment in 2008 and 2007 from cash contained in the ESOP from accumulated dividends. |
Supplemental Executive Retirement Plan Effective April 30, 2003, the Corporation
began sponsoring a non-qualifying defined benefit plan to provide supplemental
retirement benefits for certain key executives. The plan, which started in April
2003, benefiting five current and one former executive officers. Two of the
participants have a minimum annual benefit upon retirement of $75,000 and a maximum
benefit of 50% of the average of the three highest years of compensation for fifteen
years. The remaining officers have an annual benefit payable upon retirement of
$50,000 for fifteen years. The following table sets forth the plan activity and
other information as of and for the year ended December 31, 2009 and 2008.
2009 | 2008 | |||||||
(In thousands) | ||||||||
Plan assets at fair value |
$ | | $ | | ||||
Benefit obligation |
2,512 | 2,072 | ||||||
Overfunded (underfunded) status |
$ | (2,512 | ) | $ | (2,072 | ) | ||
Pension liability |
$ | (2,512 | ) | $ | (2,072 | ) | ||
Net pension costs |
$ | 540 | $ | 396 | ||||
Actuarial comparisons: |
||||||||
Weighted average discount rate |
6.15 | % | 7.00 | % | ||||
Increase in future compensation levels |
3.00 | % | 3.00 | % |
To fund the supplemental retirement benefit obligation, the Corporation has purchased
insurance policies on the lives of the participants with the Corporation as the owner
and beneficiary of the policies. At December 31, 2009, the cash surrender value of
all bank owned life insurance policies on the participants amounted to $11.3 million.
Stock Option Plans The Corporation currently has three active stock plans. Under
the 1996 and 2000 Employee Stock Option Plans (Employee Plans), options for 58,564
and 66,000 shares of common stock, respectively, were available for awards to key
employees. No options are presently available for grant under the 1996 and 2000
Employee Stock Option Plans, although options to purchase 52,839 shares of
Corporation common stock were outstanding and unexercised as of December 31, 2009.
Under the 2002 Incentive Plan, as amended, up to 46,305 shares were available for
grant to directors and 341,195 shares were available for grant to employees. In
December 2009, 50,000 stock options were granted under the 2002 Incentive Plan to
employees with terms of 10 years. Also in 2009, as part of the annual stock award
provision of the 2002 Incentive Plan, 300 shares of common stock were awarded to each
Director for a total of 2,400 shares. At December 31, 2009, 18,467 shares were
available for award to employees and 22,500 shares were available for award to
directors. Under the 2002 Incentive plan, 2009 was the last year in which director
awards could be made. The shares awarded were recorded as director and employee
compensation expense, respectively. The stock awards immediately vest and
26
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
are valued
and expensed based on the closing price of the common stock on the day of issuance.
Under all plans, the exercise price of each option equals at least the market price
of the Corporations common stock at the date of grant.
The Corporation recognizes compensation expense for stock options awarded over the
vesting period based on the fair value of the options granted, which is determined
using the Black Scholes option pricing model. The volatility assumption used in the
Black Scholes formula is based on the volatility of Community Central Bank
Corporation common stock, which is traded on the NASDAQ Capital Market. The weighted
average assumptions used in the Black Scholes model are noted in the table at the
bottom of the page. The Corporation uses historic data to estimate option exercise
and employee termination within the valuation model. The risk-free rate for periods
within the contractual life of the option is based on the U.S. Treasury yield curve
in effect at the time of the grant. The Corporation has estimated the fair value of
the options issued in December 2009 at $1.34 per share. The options become
exercisable on January 2, 2010 for 33% of the shares covered under the agreement and
for an additional 33% of the shares annually thereafter. Compensation expense
connected with these options will be recognized at an annual rate of $29,000 from
December 2009 through January 2012 for a total of $60,000, net of expected
forfeitures. The forfeiture rate is assumed to be 10.00% of the total compensation
expense. The Corporation will recognize compensation expense evenly over the
requisite service period in future years through 2012. Options issued in 2008 and
2007 had an estimated fair value of $1.18 and $2.43 per share, respectively. The
Corporation recognized $57,000 in compensation expense for those options vesting
after the date of adoption of ASC 718 Stock Compensation under the modified
prospective method and there is no remaining compensation expense associated with
this group of options in future years since they are fully vested. No tax expense
was recognized as the options were incentive stock options. At December 31, 2009,
the Corporation had $173,000 in unrecognized compensation expense that will be
expensed over the remaining vesting period of the respective stock options.
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Stock-based employee compensation expense,
net of related tax effects, included in reported net income |
84 | 57 | 31 |
The fair value of each option grant is estimated on the date of the grant using the
Black Scholes option-pricing model with the following weighted average assumptions:
2009 | 2008 | 2007 | ||||||||||
Dividend yield or expected dividends |
| | 3.24 | % | ||||||||
Risk free interest rate |
3.84 | % | 2.50 | % | 4.20 | % | ||||||
Expected life |
10 years | 10 years | 10 years | |||||||||
Expected volatility |
88.08 | % | 50.27 | % | 34.50 | % |
27
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Following is a summary of the stock option activity for the periods indicated
and the stock options outstanding at the end of such periods:
Year Ended December 31, | ||||||||||||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Number of | Average | Number of | Average | Number of | Average | |||||||||||||||||||
Shares | Exercise Price | Shares | Exercise Price | Shares | Exercise Price | |||||||||||||||||||
Outstanding, beginning
of period |
303,475 | $ | 7.91 | 286,993 | $ | 9.10 | 330,272 | $ | 8.93 | |||||||||||||||
Granted |
50,000 | 1.55 | 49,750 | 1.89 | 47,500 | 7.59 | ||||||||||||||||||
Exercised |
| | | | (56,638 | ) | 5.57 | |||||||||||||||||
Forfeited |
(1,988 | ) | 10.66 | (33,268 | ) | 9.21 | (34,141 | ) | 11.19 | |||||||||||||||
Outstanding, end of year |
351,487 | (a) | $ | 6.99 | 303,475 | $ | 7.91 | 286,993 | $ | 9.10 | ||||||||||||||
The following table shows summary information about stock options outstanding at
December 31, 2009:
Stock Options Outstanding | Stock Options Exercisable | |||||||||||||||||||
Weighted Average | Weighted | Weighted | ||||||||||||||||||
Range of | Number | Remaining | Average Exercise | Number of | Average Exercise | |||||||||||||||
Exercise Prices | of Shares | Contractual Life | Price | Shares | Price | |||||||||||||||
$4.30 |
4,534 | .1 years | $ | 4.30 | 4,534 | $ | 4.30 | |||||||||||||
4.52 |
5,331 | .8 years | 4.52 | 5,331 | 4.52 | |||||||||||||||
4.98 |
8,794 | 1.3 years | 4.98 | 8,794 | 4.98 | |||||||||||||||
4.71 |
15,516 | 1.4 years | 4.71 | 15,516 | 4.71 | |||||||||||||||
6.99 7.34 |
27,439 | 2.4 years | 6.96 | 27,439 | 6.96 | |||||||||||||||
8.28 |
6,078 | 3.5 years | 8.28 | 6,078 | 8.28 | |||||||||||||||
9.82 10.31 |
21,882 | 3.9 years | 9.84 | 21,882 | 9.82 | |||||||||||||||
11.15 |
37,982 | 4.9 years | 11.15 | 37,982 | 11.15 | |||||||||||||||
13.15 |
3,583 | 5.6 years | 13.15 | 3,583 | 13.15 | |||||||||||||||
11.98 13.15 |
41,348 | 7.9 years | 11.98 | 41,348 | 11.98 | |||||||||||||||
10.76 |
32,000 | 7.0 years | 10.76 | 12,800 | 10.76 | |||||||||||||||
7.59 |
47,500 | 7.9 years | 7.59 | 19,000 | 7.59 | |||||||||||||||
1.89 |
49,500 | 9.0 years | 1.89 | 16,583 | 1.89 | |||||||||||||||
1.55 |
50,000 | 10.0 years | 1.55 | | | |||||||||||||||
351,487 | $ | 6.99 | 220,870 | $ | 8.58 | |||||||||||||||
All share number and exercise price data have been adjusted to reflect the issuance
of stock dividends.
(a) | The aggregate intrinsic value of the options outstanding and exercisable as of December 31, 2009, based on the share price of $1.40 for CCBC common stock at December 31, 2009, was $0. No stock options were exercised in 2009. The total intrinsic value of options exercised during the years ended December 31, 2008 and 2007 was $0 and $152,000, respectively. |
28
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
(14) Leases
Operating expense includes rentals on leased facilities and certain equipment in the
amount of $258,000, $329,000 and $339,000 for 2009, 2008 and 2007, respectively.
Following is a schedule of future minimum rental payments required under operating
leases that have remaining lease terms in excess of one year as of December 31, 2009:
Year ending December 31, | (In thousands) | |||
2010 |
$ | 256 | ||
2011 |
212 | |||
2012 |
210 | |||
2013 |
211 | |||
2014 |
174 | |||
Subsequent years |
255 | |||
Total minimum rental payments |
$ | 1,318 | ||
(15) Other Operating Expense
The following is a summary of significant components of other operating expense for
the periods indicated:
2009 | 2008 | 2007 | ||||||||||
Year Ended December 31, | (In thousands) | |||||||||||
Advertising, business development and
public relations |
$ | 426 | $ | 536 | $ | 528 | ||||||
Data processing |
773 | 728 | 625 | |||||||||
Professional and regulatory fees |
577 | 600 | 417 | |||||||||
Legal fees |
743 | 465 | 288 | |||||||||
Director fees |
262 | 281 | 283 | |||||||||
Printing and supplies |
187 | 206 | 172 | |||||||||
Telephone |
157 | 174 | 177 | |||||||||
Other real estate owned |
3,403 | 2,056 | 68 | |||||||||
Loan closing |
39 | 105 | 113 | |||||||||
Impairment loss |
| 743 | | |||||||||
Other insurance |
114 | 117 | 127 | |||||||||
Deposit insurance |
1,367 | 410 | 283 | |||||||||
Michigan business tax |
64 | 12 | 128 | |||||||||
Repossessed asset expense |
486 | 31 | | |||||||||
Other |
1,230 | 860 | 940 | |||||||||
Total other operating expense |
$ | 9,828 | $ | 7,324 | $ | 4,149 | ||||||
(16) Taxes on Income
The Corporation and the Bank file a consolidated federal income tax return. Deferred
income taxes are provided for the temporary differences between the financial
reporting basis and the tax basis of the Corporations assets and liabilities. The
income tax expense for the years ended December 31 consists of the following:
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Current tax (benefit) expense |
$ | (1,770 | ) | $ | (489 | ) | $ | 266 | ||||
Deferred tax (benefit) expense |
(2,934 | ) | (943 | ) | (561 | ) | ||||||
Change in valuation allowance |
5,911 | | | |||||||||
Total income tax (benefit) expense |
$ | 1,207 | $ | (1,432 | ) | $ | (295 | ) | ||||
29
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
At December 31, 2009, the conclusion was drawn that a valuation allowance was needed based
primarily on our net operating loss for 2008 and 2009 and the challenging environment currently
confronting banks that could impact future operating results. As a result, we recorded a $5.9
million valuation allowance on deferred tax assets at December 31, 2009 that was charged to
federal income tax expense. The valuation allowance may be reversed to income in future periods
to the extent that the related deferred tax assets are realized or the valuation allowance is
no longer required. The temporary differences and carry forwards which comprise deferred tax
assets and liabilities at December 31 are as follows:
2009 | 2008 | |||||||
(In thousands) | ||||||||
Deferred tax assets |
||||||||
Provision for loan losses |
$ | 4,310 | $ | 2,321 | ||||
Depreciation |
85 | 91 | ||||||
SERP Expense |
854 | 705 | ||||||
Net operating loss |
3,377 | 1,990 | ||||||
Intangible asset amortization |
72 | 74 | ||||||
Other real estate owned |
738 | 540 | ||||||
AMT carryforward |
| 73 | ||||||
Other |
481 | 408 | ||||||
9,917 | 6,202 | |||||||
Valuation allowance for deferred tax assets |
(5,911 | ) | | |||||
Total net deferred tax assets |
$ | 4,006 | $ | 6,202 | ||||
Deferred tax liabilities |
||||||||
Financial instruments at fair value option |
(3,465 | ) | (2,820 | ) | ||||
Original issue discount |
(18 | ) | (63 | ) | ||||
Accretion |
(6 | ) | (27 | ) | ||||
FHLB dividends |
(104 | ) | (104 | ) | ||||
Net deferred loan fees |
(40 | ) | (32 | ) | ||||
Goodwill amortization |
(65 | ) | (51 | ) | ||||
Other |
(308 | ) | (127 | ) | ||||
Gross deferred liablilites |
(4,006 | ) | (3,224 | ) | ||||
Net deferred tax asset |
$ | | $ | 2,978 | ||||
The Corporation has net operating loss carry forwards of approximately $9,932,000 that are
available to reduce future taxable income through the years ending December 31, 2029.
The Corporations effective tax rates differ from the statutory federal tax rates.
The following is a summary of such differences:
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Provision (benefit) at statutory federal income tax rate |
$ | (4,567 | ) | $ | (1,135 | ) | $ | 146 | ||||
Nondeductible expenditures |
64 | 45 | 62 | |||||||||
Tax exempt municipal interest |
(96 | ) | (186 | ) | (384 | ) | ||||||
Increase in cash surrender value of bank owned
life insurance |
(105 | ) | (156 | ) | (119 | ) | ||||||
Valuation adjustment |
5,911 | | | |||||||||
Provision (benefit) at effective federal income tax rate |
$ | 1,207 | $ | (1,432 | ) | $ | (295 | ) | ||||
30
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
(17) Estimated Fair Value of Financial Instruments
Fair values are based on quoted market prices for similar instruments or estimated
using discounted cash flow analysis. The discount rates used are estimated using
comparable market rates for similar types of instruments adjusted to be commensurate
with the credit risk, overhead costs and optionality of such instruments.
Considerable judgment is inherently required to interpret market data to develop the
estimates of fair value. Accordingly, the estimates presented below do not
necessarily represent amounts that the Corporation could realize in a current market
exchange. The following methods and assumptions were used to estimate the fair value
of financial instruments:
Cash and cash equivalents: For these short-term instruments, the carrying amount is
a reasonable estimate of fair value.
Securities, Federal Home Loan Bank stock: The fair value of the security portfolio
is based on matrix pricing where similar securities are used to interpolate fair
value of the subject instruments and as such is considered a level 2 valuation. The
carrying value of FHLB stock approximates fair value based on their redemption
provisions.
Loans: For variable rate loans with no significant change in credit risk since loan
origination, the carrying amount is a reasonable estimate of fair value. For all
other loans, including fixed rate loans, the fair value is estimated using a
discounted cash flow analysis, using interest rates currently offered on similar
loans to borrowers with similar credit ratings and for the same remaining maturities.
The resulting value is reduced by an estimate of losses inherent in the portfolio.
Residential mortgages held for sale: The estimated fair value of residential
mortgages held for sale is the carrying amount. The duration of the portfolio is
typically within two weeks or less and a commitment of sale has already occurred when
the loans are funded.
Deposits: The estimated fair value of demand deposits, certain money market
deposits, and savings deposits is the amount payable on demand at the reporting date.
The fair value of fixed maturity time deposits is estimated using the rates
currently offered for deposits of similar remaining maturities.
Federal Home Loan Bank advances: The estimated fair value of Federal Home Loan Bank
advances is estimated using rates currently offered for funding sources of similar
remaining maturities.
Repurchase agreements: The estimated fair value of short-term borrowings is the
carrying amount, since they mature the next day.
Accrued interest: Accrued interest receivable and payable are short-term in nature;
therefore, their carrying amount approximates fair value.
Subordinated debentures: Subordinated debentures are based on current rates for
similar financing.
Commitments: The fair value of commitments is estimated using the fees currently
charged to enter into similar arrangements, taking into account the remaining terms
of the agreements and the present creditworthiness of the counterparties. The
majority of commitments to extend credit and letters of credit would result in loans
with a market rate of interest if funded. The fair value of these commitments is not
material.
31
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
The recorded carrying amounts and estimated fair values of the Corporations
financial instruments at December 31, 2009 and 2008 are as follows:
2009 | 2008 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Financial Assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 34,163 | $ | 34,163 | $ | 16,162 | $ | 16,162 | ||||||||
Trading securities (a) |
| | 17,463 | 17,463 | ||||||||||||
Securities available for sale |
65,903 | 65,903 | 78,067 | 78,046 | ||||||||||||
Securities held to maturity |
3,467 | 3,469 | 1,515 | 1,494 | ||||||||||||
FHLB stock |
5,877 | 5,877 | 5,877 | 5,877 | ||||||||||||
Residential mortgages held for sale |
3,497 | 3,497 | 3,302 | 3,302 | ||||||||||||
Loans, net of allowance |
392,210 | 402,500 | 399,802 | 416,903 | ||||||||||||
Accrued interest receivable |
1,878 | 1,878 | 2,479 | 2,479 | ||||||||||||
Interest rate swap |
| | 3,538 | 3,538 | ||||||||||||
Financial Liabilities: |
||||||||||||||||
Demand and savings deposits |
96,388 | 96,388 | 80,908 | 80,908 | ||||||||||||
Time deposits |
304,743 | 311,102 | 276,468 | 286,145 | ||||||||||||
Repurchase agreements |
41,106 | 41,106 | 39,394 | 39,394 | ||||||||||||
FHLB advances |
65,700 | 66,883 | 108,200 | 111,738 | ||||||||||||
Accrued interest payable |
618 | 618 | 1,050 | 1,050 | ||||||||||||
Subordinated debentures (a) |
8,366 | 8,366 | 12,757 | 12,757 |
(a) | Carried under the fair value option under ASC 825, Financial Instruments, the Fair Value Option |
(18) Off-Balance Sheet Risk
The Corporation is party to financial instruments with off-balance sheet risk in the
normal course of business, to meet financing needs of its customers and to reduce its
own exposure to fluctuations in interest rates. These financial instruments include
commitments to extend credit and financial guarantees. These instruments involve, to
varying degrees, elements of credit and interest rate risk that are not recognized on
the balance sheet.
Commitments to extend credit are agreements to lend to a customer as long as there
are no violations of any conditions established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may require
payment of a fee. Fees from issuing these commitments to extend credit are
recognized over the period to maturity. Since a portion of the commitments is
expected to expire without being drawn upon,
the total commitments do not necessarily represent future cash requirements. The
Corporation evaluates each customers creditworthiness on a case by case basis. The
amount of collateral obtained upon extension of credit is based on managements
credit evaluation of customers. The Corporation also has legally binding commitments
to extend credit in the form of loans that have been approved but not yet closed.
These funds are normally disbursed unless the customer fails to comply with closing
requirements.
Standby letters of credit are issued in connection with agreements between customers
and a third party. If the customer fails to comply with the agreement, the
counterparty may enforce the standby letter of credit as a remedy. Credit risk
arises from the possibility that the customer may not be able to repay the
Corporation after the letter of credit is enforced.
32
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
A summary of commitments not recorded on the balance sheet at December 31 is as
follows:
2009 | 2008 | |||||||
(In thousands) | ||||||||
Unused home equity lines of credit |
$ | 8,390 | $ | 9,819 | ||||
Unused credit card lines |
2,386 | 1,890 | ||||||
Unused portion of construction lines of credit |
4,906 | 7,756 | ||||||
Unused portion of all other credit lines |
50,916 | 49,652 | ||||||
Standby letters of credit |
650 | 1,015 | ||||||
Total outstanding commitments |
$ | 67,248 | $ | 70,132 | ||||
(19) Restrictions on Dividends, Loans and Advances
Banking regulations place certain restrictions on dividends paid and loans or
advances made by the Bank to the Corporation. The Corporation and the Bank are
subject to regulatory capital requirements administered by federal banking agencies.
Under the State of Michigan Banking Code, the Bank is also restricted from paying
dividends to the Corporation until its deficit retained earnings has been restored.
The Bank has a retained earnings deficit of approximately $9.7 million at December
31, 2009.
(20) Parent-only Financial Statements
The following condensed financial information presents the financial condition of
Community Central Bank Corporation, the Parent Holding Company, (the Parent) only,
along with the results of its operations and its cash flow. The Parent has recorded
its investment in the Bank and Community Central Capital Trust II at cost, plus the
undistributed surplus of the Bank since it was formed. The Parent recognizes
undistributed income of the Bank as noninterest income, and undistributed losses as
noninterest expense. The Parent-only financial information should be read in
conjunction with the Corporations consolidated financial statements.
33
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Parent-only Balance Sheet
December 31, | ||||||||
2009 | 2008 | |||||||
(In thousands) | ||||||||
Assets |
||||||||
Cash |
$ | 813 | $ | 3,523 | ||||
Accrued interest receivable |
| 32 | ||||||
Investment in subsidiary |
34,941 | 41,773 | ||||||
Investment in unconsolidated subsidiary |
557 | 557 | ||||||
Other assets |
| 3,595 | ||||||
Total Assets |
$ | 36,311 | $ | 49,480 | ||||
Liabilities and Stockholders Equity |
||||||||
Due to subsidiary/Other liabilities |
$ | 959 | $ | 738 | ||||
Net deferred tax liability |
2,998 | 1,591 | ||||||
Subordinated debentures |
8,366 | 12,757 | ||||||
Total Liabilities |
12,323 | 15,086 | ||||||
Preferred stock |
7,146 | 3,050 | ||||||
Common stock |
32,214 | 32,125 | ||||||
Retained deficit |
(15,536 | ) | (516 | ) | ||||
Accumulated other comprehensive income |
164 | (265 | ) | |||||
Total Stockholders Equity |
23,988 | 34,394 | ||||||
Total Liabilities and Stockholders Equity |
$ | 36,311 | $ | 49,480 | ||||
34
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Parent-only Statement of Operations
December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Operating Income |
||||||||||||
Interest income |
$ | 34 | $ | 84 | $ | 391 | ||||||
Other income |
| 10 | | |||||||||
Dividend from subsidiary |
| 250 | 1,400 | |||||||||
Total Interest and Dividend Income |
34 | 344 | 1,791 | |||||||||
Interest Expense |
||||||||||||
Subordinated debentures |
1,235 | 905 | 929 | |||||||||
Net interest (loss) income |
(1,201 | ) | (561 | ) | 862 | |||||||
Change in fair value of assets/liabilities |
4,066 | 7,710 | | |||||||||
Other expense |
790 | 721 | 932 | |||||||||
Total Operating Expense |
790 | 721 | 932 | |||||||||
Income (Loss) Before Taxes and Undistributed
Income of Subsidiary |
2,075 | 6,428 | (70 | ) | ||||||||
Income tax expense (benefit) |
803 | 2,123 | (597 | ) | ||||||||
Income Before Share in Undistributed
Income (loss) of Subsidiary |
1,272 | 4,305 | 527 | |||||||||
Share of undistributed (loss) income of subsidiary |
(15,910 | ) | (6,267 | ) | 1,884 | |||||||
Net Income (Loss) |
$ | (14,638 | ) | $ | (1,962 | ) | $ | 2,411 | ||||
Dividends declared on preferred shares |
(382 | ) | | | ||||||||
Net Income (Loss) available on common shares |
$ | (15,020 | ) | $ | (1,962 | ) | $ | 2,411 | ||||
35
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Parent-only Statement of Cash Flow
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
Operating Activities |
||||||||||||
Net income (loss) |
$ | (14,638 | ) | $ | (1,962 | ) | $ | 724 | ||||
Adjustments to reconcile net income to
net cash flow from operating activities |
||||||||||||
Net gain on instruments at fair value |
(4,066 | ) | (7,710 | ) | (1,811 | ) | ||||||
Undistributed income of subsidiary |
15,910 | 6,267 | 475 | |||||||||
Decrease (increase) in other assets |
3,627 | (779 | ) | (456 | ) | |||||||
Increase (decrease) in other liabilities |
221 | 58 | 125 | |||||||||
Other operating adjustments |
1,167 | 2,926 | 612 | |||||||||
Net Cash (Used in) Provided by Operating Activities |
2,221 | (1,200 | ) | (331 | ) | |||||||
Investing Activities |
||||||||||||
Capital contribution to subsidiaries |
(8,650 | ) | (3,750 | ) | (133 | ) | ||||||
Net Cash Used in Investing Activities |
(8,650 | ) | (3,750 | ) | (133 | ) | ||||||
Financing Activities |
||||||||||||
Stock options exercised/awards |
5 | 17 | 341 | |||||||||
Issuance of preferred shares |
4,096 | 3,050 | | |||||||||
Issuance and redemption of subordinated debentures |
| | 8,247 | |||||||||
Cash dividend paid |
(382 | ) | (351 | ) | (932 | ) | ||||||
Repurchase of stock |
| (7 | ) | (3,400 | ) | |||||||
Net Cash Provided by Financing Activities |
3,719 | 2,709 | 4,256 | |||||||||
(Decrease) Increase in Cash |
(2,710 | ) | (2,241 | ) | 3,792 | |||||||
Cash at the Beginning of the Period |
3,523 | 5,764 | 1,972 | |||||||||
Cash at the End of the Period |
$ | 813 | $ | 3,523 | $ | 5,764 | ||||||
(21) Fair Value Option for Financial Assets and Financial Liabilities
The Corporation utilizes fair value measurements to record fair value adjustments to
certain assets and liabilities and to determine fair value disclosures.
Additionally, from time to time, the Corporation may be required to record at fair
value other assets on a nonrecurring basis, such as loans held for sale, loans held
for investment and certain other assets. These nonrecurring fair value adjustments
typically involve application of lower of cost or market accounting or write-downs of
individual assets.
Fair Value Hierarchy
Under ASC 820, Fair Value Measurements, the Corporation groups assets and liabilities
at fair value in three levels, based on the markets in which the assets and
liabilities are traded and the reliability of the assumptions used to determine fair
value. These levels are:
Level 1 | Valuation is based upon quoted prices for identical instruments traded in active markets. | ||
Level 2 | Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | ||
Level 3 | Valuation contains unobservable input(s) and is used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity. Level 3 instruments typically include, in addition to unobservable or Level 3 components, observable components. |
36
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Management has elected the fair value option for the following reasons for each of
the eligible items or group of similar eligible items.
Investment Securities:
In the first quarter of 2009, the Corporation elected to sell substantially all of
the investment securities recorded as trading securities, and to unwind the hedging
interest rate swap position with the counterparty which resulted in realizing a
combined net loss of $400,000 in 2009. This was based on managements determination
that the combination of the securities and interest rate swap would no longer provide
a benefit to the Corporation in the current historically low interest rate
environment. The Corporation had held the securities and interest rate swap for an
extended amount of time under ASC 825, Financial Instruments, the Fair Value Option.
Subordinated Debentures:
Management elected the fair value option for its subordinated debenture. Management
considers the subordinated debenture a critical component for future growth and
wished to utilize interest rate swaps at that point in time to hedge the risk of this
longer term liability. Management elected the fair value option accounting treatment
for interest rate swaps because it was less complex than alternative methods and
therefore suitable for a community bank with limited resources. Management has
elected the fair value option on the subordinated debenture which was issued on
February 13, 2007 for $18.6 million. Additionally, an interest rate swap for a like
kind notional value was secured, in part, to reduce any volatility associated with
the recognition of the fair value option under ASC 825, Financial Instruments, the
Fair Value Option. Under the interest rate swap, the Corporation has agreed to
receive a fixed rate of 6.71% and pay Libor plus 170 basis points. The debenture
carries an interest rate fixed for 10 years at 6.71%, and was originally based on a
ten year treasury interest rate swap of 5.06%, plus 165 basis points and was prior to
the settlement of the interest rate swap hedging market fluctuations. In the first
quarter of 2009, the Corporation elected to unwind the interest rate swap position
with the counterparty which resulted in realizing $3.3 million, which represented
substantially all of the unrealized gains which had been recorded as noninterest
income, under the fair value option through December 31, 2008. This was based on
managements determination that the interest rate swap would no longer provide a
benefit to the Corporation.
Management has the intent to utilize the fair value option on selected financial
assets and liabilities on a go forward basis.
The valuations of the instruments measured under ASC 820, Fair Value Measurements,
for 2007 were measured under a market approach using matrix pricing investment for
investment securities and the income approach using observable data for the
liabilities reported under ASC 825, Financial Instruments, Fair Value Option. The
inputs were observable for the asset and liability yields on commonly quoted
intervals based on similar assets and liabilities for level 2 instruments. Community
Central Bank Corporation does not have a credit rating through any major credit
research credit rating facility. The Trust Preferred Market from which a basis for
pricing on the subordinated debenture is arrived at is reflective of changes in the
commercial banking environment. The determination of fair value of the subordinated
debenture is considered by management to be reflective of the current assessments as
to the market for fixed rate trust preferred and subordinated debentures of similar
duration and characteristics. During several quarterly periods, the trust preferred
market reflected only a small base of participants in the market place. The disarray
in the credit markets contributed to the lack of market transactions in this
financial instrument. Under ASC 820, Fair Value Measurements and Disclosures,
management evaluated factors to determine whether there has been a significant
decrease in volume of activity for the liability compared to normal market activity.
Based on the factors observable to management contained in ASC 820, Fair Value
Measurements and Disclosures, management concluded that quoted prices may not be
determinative of fair value. Management also evaluated the circumstances to determine
whether the issuance of subordinated debentures and trust preferred securities was
orderly based on the weight of evidence available. Based on the factors contained in
ASC 820, Fair Value Measurements and Disclosures, management concluded the market for
bank subordinated debentures and trust preferred securities was not orderly.
Management has used all observable data available, including the market data for
subordinated debentures and trust preferred securities traded as assets, to obtain
additional observable information. The inputs and valuation techniques used by
management to determine fair value included pricing models for like type financial
instruments priced to a yield to maturity of that instrument. Management uses market
surveys for like type instruments in aiding the valuation process. Management also
37
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
considers market data for the issuance of subordinated debentures in evaluating
the appropriate fair value of the instrument. Multiple inputs are used in the
valuation process including assumptions on credit spreads, projected yield curves and
other modeling techniques used in pricing financial instruments to determine the fair
value after incorporating all known factors and adjustments which may be significant.
A determination was made, based upon the significance of unobservable parameters as
of December 31, 2009 to the overall fair value measurement, to continue to report the
subordinated debentures under level 3 significant unobservable inputs. In addition
to the unobservable components, or level 3 components, observable components that can
be validated to external sources are part of the validation methodology. The net
change in fair value associated with all instruments recorded under ASC 825,
Financial Instruments, Fair Value Option, totaled $3.9 million for 2009, versus $7.5
million for 2008. The decrease was primarily related to smaller gains recorded in the
fair market value of the subordinated debenture connected with the issuance of trust
preferred securities.
The dramatic widening of market credit spreads for this instrument favorably impacted
the relative fair value of this financial liability. Changes in credit spreads are
not easily predictable and may cause adverse changes in the fair value of this
instrument and a possible loss of income in the future.
Securities Available for Sale, at Fair Value:
The fair values of securities available for sale are determined by matrix pricing,
which is a mathematical technique widely used in the industry to value debt
securities without relying exclusively on quoted prices for the specific securities
but rather by relying on the securities relationship to other benchmark quoted
securities (level 2 inputs).
The table below contains the fair value measurement at December 31, 2009 using the
identified valuations and the changes in fair value for the twelve month period ended
December 31, 2009.
Changes in fair | ||||||||||||||||
value for twelve | ||||||||||||||||
months ended | ||||||||||||||||
December 31, 2009 | ||||||||||||||||
measured at fair | ||||||||||||||||
Fair Value Measurement at | value pursuant to | |||||||||||||||
December 31, 2009 | election of the fair value option | |||||||||||||||
Significant Other | Significant | Other Gains or Losses in | ||||||||||||||
Fair Value | Observable | Unobservable | noninterest income | |||||||||||||
Measurements | Inputs | Inputs | pretax income | |||||||||||||
Description | 12/31/2009 | (Level 2) | (Level 3) | |||||||||||||
(In thousands of dollars) | ||||||||||||||||
Trading Securities |
$ | | $ | | $ | | $ | (132 | ) | |||||||
Securities available for sale |
65,903 | 65,903 | | | ||||||||||||
Interest rate swap hedging securities |
| | | (75 | ) | |||||||||||
Subordinated Debentures |
8,366 | | 8,366 | 4,391 | ||||||||||||
Interest rate swap hedging
subordinated debentures |
| | | (325 | ) | |||||||||||
$ | 3,859 | |||||||||||||||
38
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Changes in fair | ||||||||||||||||
value for twelve | ||||||||||||||||
months ended | ||||||||||||||||
December 31, 2008 | ||||||||||||||||
measured at fair | ||||||||||||||||
Fair Value Measurement at | value pursuant to | |||||||||||||||
December 31, 2008 | election of the fair value options | |||||||||||||||
Significant Other | Significant | Other Gains or Losses in | ||||||||||||||
Fair Value | Observable | Unobservable | noninterest income | |||||||||||||
Measurements | Inputs | Inputs | pretax income | |||||||||||||
Description | 12/31/2008 | (Level 2) | (Level 3) | |||||||||||||
(In thousands of dollars) | ||||||||||||||||
Trading Securities |
$ | 17,463 | $ | 17,463 | $ | | $ | 262 | ||||||||
Securities available for sale |
76,552 | 76,552 | | | ||||||||||||
Interest rate swap hedging securities |
(958 | ) | (958 | ) | | (417 | ) | |||||||||
Federal Home Loan Bank Advances |
| | | (14 | ) | |||||||||||
Subordinated Debentures |
12,757 | | 12,757 | 4,840 | ||||||||||||
Interest rate swap hedging
subordinated debentures |
3,538 | 3,538 | | 2,870 | ||||||||||||
$ | 7,541 | |||||||||||||||
Interest income and interest expense of the respective financial instruments
have been recorded in the consolidated statement of income based on the category of
financial instrument.
Changes in level 3 recurring fair value measurements
The tables below include a roll forward of the balance sheet amounts for the twelve
month period ended, December 31, 2009 and 2008 (including the change in fair value),
for financial instruments classified by the Corporation within level 3 of the
valuation hierarchy. When a determination is made to classify a financial instrument
within level 3, the determination is based upon the significance of the unobservable
parameters to the overall fair value measurement. However, level 3 financial
instruments typically include, in addition to the unobservable or level 3 components,
observable components (that is, components that can be validated to external
sources); accordingly, the gains and losses in the table below include changes in
fair value due in part to observable factors that are part of the valuation
methodology. Also, the Corporation attempts to risk manage the observable components
of level 3 financial instruments using derivative positions that are classified
within level 2 of the valuation hierarchy; as these level 2 risk management
instruments are not included below, the gains or losses in the table do not reflect
the effect of the Corporations risk management activities related to such level 3
instruments.
39
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Fair value measurements using significant unobservable inputs | ||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Changes in unrealized | ||||||||||||||||||||||||
gains / (losses) | ||||||||||||||||||||||||
Total realized / | Purchases | Transfers | related to financial | |||||||||||||||||||||
For the year ended | Fair Value | unrealized | issuances | in and / or | Fair Value | instruments held at | ||||||||||||||||||
December 31, 2009 | January 1, 2009 | gains / (losses) | settlements, net | out of Level 3 | December 31, 2009 | December 31, 2009 | ||||||||||||||||||
Subordinated
Debentures |
$ | 12,757 | $ | 4,391 | $ | | $ | | $ | 8,366 | $ | 4,391 |
Changes in unrealized | ||||||||||||||||||||||||
gains / (losses) | ||||||||||||||||||||||||
Total realized / | Purchases | Transfers | related to financial | |||||||||||||||||||||
For the year ended | Fair Value | unrealized | issuances | in and / or | Fair Value | instruments held at | ||||||||||||||||||
December 31, 2008 | January 1, 2008 | gains / (losses) | settlements, net | out of Level 3 | December 31, 2008 | December 31, 2008 | ||||||||||||||||||
Subordinated
Debentures |
$ | 17,597 | $ | 4,840 | $ | | $ | | $ | 12,757 | $ | 4,840 |
Assets Measured at Fair Value on a Nonrecurring Basis
Impaired Loans
The Corporation does not record loans at fair value on a recurring basis. However,
from time to time, a loan is considered impaired and an allowance for loan loss is
established. Loans for which it is probable that payment of interest and principal
will not be made in accordance with the contractual terms of the loan agreement are
considered impaired. Once a loan is identified as individually impaired, management
measures impairment in accordance with ASC 310, Accounting by Creditors for
Impairment of a Loan. The fair value of impaired loans is estimated using primarily
collateral value. Those impaired loans not requiring an allowance represent loans
for which the fair value of the expected repayments or collateral exceed the recorded
investments in such loans. The fair value of the collateral is based on an
observable market price, current appraised value and managements estimates of
collateral and other market conditions. Due to the lack of market transactions,
volatility in pricing and other factors, some of which may be unobservable, the
Corporation recorded the impaired loans as nonrecurring level 3.
Other Real Estate Owned
Other real estate owned assets are adjusted to fair value upon transfer of the loans
to foreclosed assets. Subsequently, other real estate owned assets are carried at
the lower of carrying value or fair value. Fair value is based upon independent
market prices, appraised values of the collateral or managements estimation of the
value of the collateral. The fair value of the collateral is based on an observable
market price, a current appraised value, or managements estimates. Due to the lack
of transactions, volatility in pricing and other factors, some of which may be
unobservable, the Corporation recorded other real estate owned as nonrecurring level
3.
40
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
The following table presents assets measured at fair value on a nonrecurring basis at
December 31, 2009.
Quoted Prices in | ||||||||||||||||||||
Active Markets | Significant Other | Significant | ||||||||||||||||||
for Identical | Observable | Unobservable | Total Losses for | |||||||||||||||||
Balance at | Assets | Inputs | Inputs | the year ended | ||||||||||||||||
Assets | December 31, 2009 | (Level 1) | (Level 2) | (Level 3) | December 31, 2009 | |||||||||||||||
(In thousands) | ||||||||||||||||||||
December 31, 2009 Impaired loans |
$ | 11,722 | $ | | $ | | $ | 11,722 | $ | 5,481 | ||||||||||
Other real estate owned |
9,300 | | | 9,300 | 1,271 |
Total Losses for | ||||||||||||||||||||
the year ended | ||||||||||||||||||||
December 31, 2008 | ||||||||||||||||||||
December 31, 2008 Impaired loans |
$ | 17,936 | $ | | $ | | $ | 17,936 | $ | 4,509 | ||||||||||
Other real estate owned |
2,913 | | | 2,913 | 1,075 |
41
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements throughout this document, as well as
in other public filings we make with the SEC, that are subject to risks and
uncertainties. These forward-looking statements are based on managements beliefs,
assumptions, current expectations, estimates and projections about the financial
services industry, the economy, and about the Corporation and the Bank. Words such
as anticipates, believes, estimates, expects, forecasts, intends, is likely, plans,
projects, variations of such words and similar expressions are intended to identify
such forward-looking statements. These forward-looking statements are intended to be
covered by the safe-harbor provisions of the Private Securities Litigation Reform Act
of 1995. These statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to predict with
regard to timing, extent, likelihood and degree of occurrence. Actual results and
outcomes may materially differ from what may be expressed or forecasted in the
forward-looking statements. The Corporation undertakes no obligation to update,
amend, or clarify forward looking statements, whether as a result of new information,
future events (whether anticipated or unanticipated), or otherwise.
Future factors that could cause actual results to differ materially from the results
anticipated or projected include, but are not limited to, the following: the credit
risks of lending activities, including changes in the level and trend of loan
delinquencies and write-offs; changes in general economic conditions, either
nationally or in our market areas; changes in the levels of general interest rates,
deposit interest rates, our net interest margin and funding sources; fluctuations in
the demand for loans, the number of unsold homes and other properties and
fluctuations in real estate values in our market areas; results of examinations of us
by the Federal Deposit Insurance Corporation, Michigan Office of Financial and
Insurance Services or other regulatory authorities, including the possibility that
any such regulatory authority may, among other things, require us to increase our
reserve for loan losses or to write-down assets; our ability to control operating
costs and expenses; our ability to successfully integrate any assets, liabilities,
customers, systems, and management personnel we have acquired or may in the future
acquire into our operations and our ability to realize related revenue synergies and
cost savings within expected time frames and any goodwill charges related thereto;
our ability to manage loan delinquency rates; our ability to sell other real estate
owned without suffering unanticipated losses; our ability to retain key members of
our senior management team; costs and effects of litigation, including settlements
and judgments; increased competitive pressures among financial services companies;
changes in consumer spending, borrowing and savings habits; legislative or regulatory
changes that adversely affect our business; adverse changes in the securities
markets; inability of key third-party providers to perform their obligations to us;
changes in accounting policies and practices, as may be adopted by the financial
institution regulatory agencies or the Financial Accounting Standards Board; other
economic, competitive, governmental, regulatory, and technological factors affecting
our operations, pricing, products and services and other risks detailed in the
Corporations reports filed with the Securities and Exchange Commission.
42
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE SUMMARY
Community Central Bank Corporation is the holding company for Community Central Bank
(the Bank) in Mount Clemens, Michigan. The Bank opened for business in October
1996 and serves businesses and consumers across Macomb, Oakland, St. Clair and Wayne
counties with a full range of lending, deposit, trust, wealth management and Internet
banking services. The Bank operates four full service facilities in Mount Clemens,
Rochester Hills, Grosse Pointe Farms and Grosse Pointe Woods, Michigan. Community
Central Mortgage Company, LLC, a subsidiary of the Bank, operates locations servicing
the Detroit metropolitan area and central and northwest Indiana. River Place Trust
and Community Central Wealth Management are divisions of Community Central Bank.
Community Central Insurance Agency, LLC is a wholly owned subsidiary of Community
Central Bank. The Corporations common shares trade on The NASDAQ Capital Market
under the symbol CCBD.
Our results of operations depend largely on net interest income. Net interest income
is the difference in interest income the Corporation earns on interest-earning
assets, which comprise primarily commercial and residential real estate loans and, to
a lesser extent, commercial business and consumer loans, and the interest the
Corporation pays on our interest-bearing liabilities, which are primarily deposits
and borrowings. Management strives to match the repricing characteristics of the
interest earning assets and interest bearing liabilities to protect net interest
income from changes in market interest rates and changes in the shape of the yield
curve.
The results of our operations may also be affected by local and general economic
conditions. The largest geographic segment of our customer base is in Macomb County,
Michigan. The economic base of the County continues to diversify from the automotive
service sector, although the impact of the restructuring of the American automobile
companies has a direct impact on southeastern Michigan. A slowdown in the local and
statewide economy has produced increased financial strain on segments of the Banks
customer base. The Bank has experienced increased delinquency levels and losses in
its loan portfolio, primarily with commercial real estate, residential developer
loans within the commercial real estate loan portfolio, with commercial and
industrial loans, and with residential real estate loans. Further downturns in the
local economy may affect the demand for, and performance of, commercial loans and
related small to medium sized business related products. This could have a
significant impact on how the Corporation deploys earning assets. The competitive
environment among other financial institutions and financial service providers and
the Bank in the Macomb, Oakland, St. Clair and Wayne counties of Michigan may affect
the pricing levels of various loan and deposit products. The impact of competitive
rates on deposit products may increase the relative cost of funds for the Corporation
and thus negatively impact net interest income.
The weakness in the economy continues to affect parts of our loan portfolio requiring
a higher provision for loan losses. We recorded a $14.9 million provision for loan
losses in 2009. In addition, net charge-offs for 2009 represented 2.22% of total
average loans on an annualized basis. Total nonaccruing loans and loans past due 90
days or more and still accruing interest totaled $22.9 million, or 5.68% of total
loans at December 31, 2009 compared to $17.6 million, or 4.32% at December 31, 2008.
The allowance for loan losses at December 31, 2009 was $13.0 million, or 3.21% of
total loans compared to $7.3 million, or 1.80% at December 31, 2008. In addition to
the nonaccrual loans stated above, as of December 31, 2009, restructured loans
increased to $20.4 million from $8.2 million at December 31, 2008. Although our
nonperforming loan level and other real estate owned levels continue to pressure our
earnings, we continue to proactively deal with these issues. Unless and until we can
substantially reduce our levels of nonperforming loans and other real estate owned,
however, we do not expect to return to profitability.
We continue to focus on strategies to preserve and increase capital, and emphasize
segments of operations that are capital efficient, such as our mortgage banking
operations, our branch deposit operations as well as our Trust and Wealth divisions.
An ongoing effort to increase our core deposits has resulted in a reduction in our
cost of funds. During 2009, our deposits increased $43.8 million. Brokered deposits
decreased $39.8 million. We also decreased Federal Home Loan Bank (FHLB) advances
$42.5 million during 2009, replacing them with lower cost core deposit funding.
Management is planning on reducing the brokered time deposits and FHLB advances for
the foreseeable future, though these funding sources will continue to be important to
the Bank. Management plans to reduce total assets to help increase the capital ratios
and thereby increase capital availability for potential future provision expense.
43
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
The total net interest income of the Corporation will be somewhat negatively affected
by the planned decrease in earning assets. The decrease in earning assets should not
have a negative effect on net interest margin as the
reduction in wholesale funds is a relatively high cost of funds producing relatively
compressed interest rate spreads at levels smaller than the current net interest
margin.
In December 2009 the Corporation raised a total of $4.2 million in capital through
the sale of Series B cumulative convertible perpetual preferred stock. The Series B
preferred stock can be converted into common stock of the Corporation at any time by
the holders, or by the Corporation under certain circumstances, at an initial
conversion price of $8.00 per share of common stock, subject to adjustment and
certain limitations, as described below. A warrant to purchase shares of the
Corporations common stock is attached to each share of Series B preferred stock.
Each warrant represents the right of the holder to purchase 20 shares of the
Corporations common stock at a purchase price of $5.00 per common share and is
exercisable for ten years. Dividends on the Series B preferred stock are payable
quarterly in arrears at a rate of 5.00% per annum, if and when declared by the
Corporations Board of Directors. Dividends on the Series B preferred shares are
cumulative. On or after August 1, 2010, the Series B preferred stock will be subject
to mandatory conversion into common stock under certain circumstances, including the
Corporations stock price trading at or above $10.00 per share, subject to
adjustment.
In December 2008 and February 2009, the Corporation raised a total of $3.55 million
in capital through the sale of Series A noncumulative convertible perpetual preferred
stock. The Series A preferred stock can be converted into common stock of the
Corporation at any time by the holders, or by the Corporation under certain
circumstances, at an initial conversion price of $10.00 per share of common stock,
subject to adjustment and certain limitations as described below. Dividends on the
Series A preferred stock are payable quarterly in arrears at a rate of 12.00% per
annum, if and when declared by the Corporations Board of Directors and are not
cumulative. The Series A preferred stock is subject to mandatory conversion into
common stock under certain circumstances, including the Corporations stock price
trading at or above $11.00 per share, subject to adjustment.
Selected Financial Information
The following tables set forth the Selected Consolidated Financial Statements
for the period reported.
Selected Financial Condition Data
For the Year Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Total assets |
$ | 543,846 | $ | 556,950 | $ | 520,305 | $ | 505,028 | $ | 462,012 | ||||||||||
Trading securities at fair value option |
| 17,463 | 20,115 | | | |||||||||||||||
Securities available for sale |
65,903 | 76,552 | 66,809 | 80,916 | 84,177 | |||||||||||||||
Securities held to maturity |
3,467 | 1,515 | 977 | 1,017 | 1,094 | |||||||||||||||
Gross loans |
403,167 | 407,117 | 389,912 | 367,282 | 334,951 | |||||||||||||||
Allowance for credit losses |
12,957 | 7,315 | 6,403 | 3,815 | 3,580 | |||||||||||||||
Total deposits |
401,131 | 357,376 | 328,635 | 355,856 | 314,373 | |||||||||||||||
FHLB advances |
65,700 | 108,200 | 104,495 | 83,528 | 86,545 | |||||||||||||||
Repurchase agreements |
41,106 | 39,394 | 32,659 | 15,688 | 13,184 | |||||||||||||||
Subordinated debentures |
8,366 | 12,757 | 17,597 | 10,310 | 10,310 | |||||||||||||||
Total stockholders equity |
23,988 | 34,394 | 33,228 | 36,665 | 35,532 |
44
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
Summary of Operations
For the Year Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||
Interest income |
$ | 28,797 | $ | 30,422 | $ | 32,925 | $ | 31,475 | $ | 24,230 | ||||||||||
Interest expense |
16,791 | 19,047 | 20,735 | 18,892 | 11,555 | |||||||||||||||
Net interest income |
12,006 | 11,375 | 12,190 | 12,583 | 12,675 | |||||||||||||||
Provision for credit losses |
14,850 | 9,502 | 3,600 | 550 | 100 | |||||||||||||||
Non-interest income |
9,570 | 11,451 | 5,692 | 4,935 | 4,809 | |||||||||||||||
Non-interest expense |
20,157 | 16,718 | 13,853 | 14,509 | 13,132 | |||||||||||||||
Income (loss) before taxes |
(13,431 | ) | (3,394 | ) | 429 | 2,459 | 4,252 | |||||||||||||
Provision for income tax
(benefit) expense |
1,207 | (1,432 | ) | (295 | ) | 363 | 1,179 | |||||||||||||
Net income (loss) |
$ | (14,638 | ) | $ | (1,962 | ) | $ | 724 | $ | 2,096 | $ | 3,073 | ||||||||
Dividends declared on preferred shares |
(382 | ) | | | | | ||||||||||||||
Net income (loss) available to common shares |
$ | (15,020 | ) | $ | (1,962 | ) | $ | 724 | $ | 2,096 | $ | 3,073 | ||||||||
Per share data:* |
||||||||||||||||||||
Basic earnings |
$ | (4.02 | ) | $ | (0.53 | ) | $ | 0.19 | $ | 0.52 | $ | 0.80 | ||||||||
Diluted earnings |
$ | (4.02 | ) | $ | (0.53 | ) | $ | 0.19 | $ | 0.51 | $ | 0.78 | ||||||||
Dividend declared |
$ | | $ | 0.10 | $ | 0.24 | $ | 0.24 | $ | 0.21 |
* | Per share data has been retroactively adjusted to reflect the issuance of stock dividends. |
Selected Financial Ratios
For the Year Ended December 31, | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Nonperforming loans as a
percentage of total loans |
5.68 | % | 4.33 | % | 4.40 | % | 1.29 | % | 0.99 | % | ||||||||||
Allowance for credit losses as a
percentage of total loans |
3.21 | % | 1.80 | % | 1.64 | % | 1.04 | % | 1.07 | % | ||||||||||
Allowance for credit losses as a
percentage of nonperforming loans |
56.62 | % | 41.50 | % | 21.57 | % | 75.69 | % | 101.96 | % | ||||||||||
Return on average assets |
(2.63 | %) | (0.36 | %) | 0.14 | % | 0.42 | % | 0.72 | % | ||||||||||
Return on average equity |
(43.95 | %) | (5.85 | %) | 2.06 | % | 5.82 | % | 9.43 | % | ||||||||||
Net interest margin |
2.35 | % | 2.30 | % | 2.68 | % | 2.83 | % | 3.23 | % | ||||||||||
Dividend payout ratio |
0.00 | % | (17.89 | %) | 128.59 | % | 43.80 | % | 24.15 | % | ||||||||||
Average equity to average assets |
6.01 | % | 6.18 | % | 6.86 | % | 7.25 | % | 7.61 | % |
Application of Critical Accounting Policies
Allowance for Credit Losses: The Corporation performs a detailed quarterly review of
the allowance for credit losses. The Corporation evaluates those loans classified as
substandard, under its internal risk rating system, on an individual basis for
impairment. The level and allocation of the allowance is determined primarily on
managements evaluation of collateral value, less the cost of disposal, for loans
reviewed in this category. The remainder of the total loan portfolio is segmented
into homogeneous loan pools with similar risk characteristics for evaluation. The
Corporation uses factors such as, historical portfolio losses, national and local
economic trends and levels of delinquency to determine the appropriate level and
allocation of the allowance for loans in this
45
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
grouping. The Corporations policy
dictates that specifically identified credit losses be recognized immediately by a
charge to the allowance for credit losses.
Inherent risks and uncertainties related to determination of adequacy of the
allowance for credit losses require management to depend on estimates, appraisals and
evaluations of loans to prepare the analysis. Changes in economic conditions and the
financial prospects of borrowers may result in changes to the estimates, appraisals
and evaluations used. In addition, if circumstances and losses differ substantially
from managements assumptions and estimates, the allowance for credit losses may not
be sufficient to absorb all future losses and net income could be significantly
impacted.
Assets
At December 31, 2009, the Corporations total assets were $543.8 million, a decrease
of $13.1 million or 2.35%, from December 31, 2008. The largest segment of asset
decline for the year ended December 31, 2009 occurred in the trading securities and
the available for sale investment portfolio which decreased in total $28.1 million.
Partially offsetting the decrease in investments was an increase in cash and cash
equivalents of $18.0 million. Trading securities decreased $17.5 million in 2009
primarily from the call and sale of agency securities. Securities available for sale
of $65.9 million decreased $10.6 million from the maturity, call and sale of
instruments. The Corporation has increased its short term cash position in order to
increase its liquidity given the current economic uncertainties and to reduce its
regulatory capital requirements.
Commercial real estate loans decreased $11.3 million in 2009, or 3.94%, from 2008.
The decrease in the commercial real estate portfolio was entirely related to a
decrease in construction and land development loans which decreased $11.7 million
during 2009. The Corporation actively pursued strategies to reduce the exposure in
construction and land development loans in 2009 through foreclosure of real estate
and loan charge offs. The primary collateral on these loans is commercial real
estate, although other forms of collateral are also used to secure the loans. We
also typically obtain the personal guarantees of the borrowers. Commercial and
industrial loans at December 31, 2009 totaled $48.8 million, an increase of $10.1
million or 26.01%, over the year ended December 31, 2008. Commercial and industrial
loans as a percentage of total loans comprised 12.10% at December 31, 2009, an
increase from 9.51% of total loans at December 31, 2008. The growth in commercial
and industrial loans included those loans secured with non-real estate collateral
such as receivables and deposit accounts held with the Bank. The Corporation has
historically had a lower percentage of commercial and industrial type loans compared
to commercial real estate loans as it concentrates its lending in the commercial real
estate sector. We expect the commercial real estate and the commercial and
industrial loan portfolios to shrink given the Corporations and Banks capital
levels and the continuing economic difficulties in our market area.
The residential mortgage loan portfolio totaled $51.1 million at December 31, 2009, a
decrease of $3.3 million or 6.08%, from 2008. The Corporation continues to sell the
residential mortgage loans it originates as the yields available from these loans is
relatively lower in comparison to the commercial base. The Corporation does retain
the servicing, allowing the Corporation to retain customers and the related deposit
base, coupled with other banking products. Adjustable rate loans represented $30.8
million, or 60.2%, of the total residential mortgage loan portfolio at December 31,
2009. Residential mortgage loans are made principally as an accommodation to our
business banking customers. The residential ARM loans reprice typically at 400 basis
points over the one year Treasury rate. The home equity lines of credit (HELOC)
totaled $21.9 million, or 5.42% of total loans, at December 31, 2009, an increase of
$659,000 from 2008. This portfolio product is tied to The Wall Street Journal prime
interest rate. These loans are secured by real estate and are currently originated
with loan to values (including all prior liens) up to 80% of the appraised value of
the real estate. The Corporation has significantly curtailed lending in this segment
of the loan portfolio due to the dramatic decline in real estate collateral values in
southeastern Michigan and nationwide.
Consumer loans (excluding HELOCs and credit card loans) totaled $7.0 million at
December 31, 2009, a decrease of $146,000 from December 31, 2008, as management
intentionally sought to reduce the Corporations exposure in this portfolio. The
largest portion of the consumer loan portfolio is comprised of boat loans. The
Corporations geographic proximity to Lake St. Clair and the lending experience in
this area have contributed to this segment of the portfolio. In 2005, the
Corporation offered less competitive interest rates on boat loans to reduce potential
credit exposure in this area. The current downturn in the local economy has
adversely affected the ability of borrowers to repay the outstanding loans. At
December 31, 2009, boat loans comprised approximately $5.6
46
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
million, or 80.0%, of the
consumer loan portfolio and 1.39% of total loans compared to $6.0 million, or 84.0%,
of the consumer portfolio and 1.50% of total loans at December 31, 2008.
Mortgage loans held for sale totaled $3.5 million at December 31, 2009 compared to
$3.3 million at December 31, 2008. The mortgage loans were originated by the Banks
mortgage subsidiary. While the total amount of mortgages held for sale increased
slightly from December 31, 2008 to December 31, 2009, the total volume of residential
mortgages sold increased to $136.2 million during 2009 from $71.0 million during
2008. 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 investment security portfolio totaled $69.4 million at December 31, 2009,
compared to $95.5 million at December 31, 2008, and was comprised of securities held
as available for sale, held to maturity and held as trading.
Total securities available for sale decreased $10.6 million from December 31, 2008 to
$65.9 million at December 31, 2009, primarily from the sale and maturity of $12.0
million of U.S. Agency debt, $7.1 million in bank qualified municipal bonds, and $6.8
million of U.S. Agency collateralized mortgage obligations. The decreases in the
investment portfolio were offset by increases of $15.2 million in U.S. Agency
mortgage backed securities. The majority of the available for sale investment
portfolio, or $56.2 million, was comprised of Ginnie Mae (GNMA) mortgage backed
instruments. These securities are guaranteed by the full faith and credit of the U.S.
government. Additionally, these investments carry a zero risk weighting relative to
the risk based capital ratio of the Corporation and Bank. At December 31, 2009, the
available for sale portfolio had net unrealized gains of $250,000, or approximately
0.38%, of the aggregate portfolio. As of December 31, 2009, the available for sale
portfolio comprised $60.8 million in U.S. Agency mortgage backed securities,
including collateralized mortgage obligations and $4.4 million in bank qualified tax
exempt municipal bonds. The remaining portion of the available for sale portfolio
represents approximately 1 percent of the outstanding balances. U.S. Agency mortgage
backed securities are primarily pledged against repurchase agreements and advances
from the Federal Home Loan Bank of Indianapolis. The Corporation had less than half
of one percent of the portfolio invested in corporate instruments at December 31,
2009. Unrealized losses have not been recognized into income, except for those
securities classified as trading, because the issuers bonds are of high credit
quality. The Corporation has the intent and ability to hold the securities classified
under available for sale for the foreseeable future and declines in the fair value
are primarily due to increased market interest rates. A substantial part of the
portfolio restructuring was related to achieving capital efficiency with instruments
with very low capital requirements.
In the first quarter of 2009, the Corporation elected to sell substantially all of
the investment securities recorded as trading and to unwind the hedging interest rate
swap position with the counterparty which resulted in realizing a combined net loss
of $400,000 in 2009. This was based on managements determination that the
combination of the securities and interest rate swap would no longer provide a
benefit to the Corporation in the current historically low interest rate environment.
The Corporation had held the securities and interest rate swap for an extended amount
of time under ASC 825, Financial Instruments, the Fair Value Option.
The downturn in local economic conditions has led to an increase in delinquency and
foreclosure activity in our market area, as it has nationwide. Nonaccrual loans in
the category of commercial real estate totaled $16.0 million at December 31, 2009,
and increased $3.4 million from December 31, 2008. The increase in nonaccruing
commercial real estate loans was due in part to the continued weakness in the
southeastern Michigan economy. Commercial and industrial nonaccrual loans totaled
$584,000 at December 31, 2009, and increased moderately from $96,000 at December 31,
2008. Nonaccrual residential real estate loans totaled $5.7 million at December 31,
2009, which was an increase of $2.1 million compared to December 31, 2008.
Nonaccruing home equity lines of credit totaled $219,000 at December 31, 2009
compared to $760,000 at December 31, 2008. The total nonaccruing consumer loans of
$378,000 decreased from the $571,000 recorded at December 31, 2008, and is primarily
attributable to a reduction in delinquent boat loans in the portfolio. Loans
classified as troubled restructured debt involve forgiving a portion of interest or
principal, making loans at materially less than market rates or terms or conditions
not normally given to customers totaled $20.4 million. The Corporation continues to
carefully monitor the performance of all of its loans. The allowance for loan losses
compared to total loans at December 31, 2009 was 3.21% and the allowance for loan
losses compared to nonperforming loans at that date was 56.62%.
47
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
Discussion and Analysis of Financial Condition and Results of Operations
For additional information on our nonperforming assets, see nonperforming assets
under Note 5 of the Notes to Consolidated Financial Statements.
All loans are to be reported as being in nonaccrual status if: (a) they are
maintained on a cash basis because of deterioration in the financial position of the
borrower, (b) payment in full of interest or principal is not expected, or (c)
principal or interest has been in default for a period of 90 days or more. If it can
be documented that the loan obligation is both well secured and in the process of
collection, the loan may stay on accrual status. Any exceptions to automatic
nonaccrual status at 90 days must be approved in writing by the Senior Loan Officer
and the Chief Financial Officer. A nonaccrual asset may be restored to an accrual
status when none of its principal or interest is due and unpaid or when it otherwise
becomes well secured and in the process of collection. A debt is well-secured if
it is secured (1) by collateral in the form of liens on or pledges of real or
personal property, including securities, that have a realizable value sufficient to
discharge the debt (including accrued interest) in full, or (2) by the guaranty of a
financially responsible party. A debt is in the process of collection if
collection of the debt is proceeding in due course either through legal action,
including judgment enforcement procedures, or, in appropriate circumstances, through
collection efforts not involving legal action which are reasonably expected to result
in repayment of the debt or in its restoration to a current status in the near
future, generally within the next 90 days.
The allowance for credit losses as a percentage of total loans was 3.21% at December
31, 2009 versus 1.80% at December 31, 2008. The large increase in the reserve
percentage was primarily attributable to an increase in impaired loans with
collateral deficiency. The increase in the allowance for credit losses was
attributable to both an increase in collateral dependent impaired loans and the
magnitude of the decrease in fair value of the collateral. Management measures the
level of impairment based on the underlying estimated fair value of the collateral
for those loans measured for specific reserves in the allowance for credit losses.
Management evaluates the condition of the loan portfolio on a quarterly basis to
determine the adequacy of the allowance for credit losses. Managements 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.
Net loan charge-offs to average loans for the year ended December 31, 2009 totaled
2.22%, compared to 2.17% for the year ended December 31, 2008. Total loan
charge-offs for 2009 were $9.8 million, compared to $8.9 million in loan charge-offs
in 2008. Total recoveries in 2009 were $569,000 compared to total recoveries of
$280,000 in 2008. The largest level of charge-offs occurred in the commercial real
estate loan area which totaled $7.3 million. This total contained $1.2 million in
builder developer loans. The commercial and industrial, commercial real estate and
residential mortgage portfolios experienced higher levels of net loan charge-offs
compared to 2008. The Home Equity Lines of Credit (HELOC) portfolio and the consumer
loan portfolio, which is comprised primarily of boat loans, experienced lower levels
of loan charge offs compared to 2008.
The Corporation performs a detailed quarterly review of the allowance for credit
losses. The Corporation evaluates those loans classified as substandard, under its
internal risk rating system, for impairment on an individual basis and a specific
allowance is established if the loan is determined to be impaired. At December 31,
2009, the specific allowance for the commercial real estate portfolio was $8.5
million, which represented a $4.3 million increase from December 31, 2008. The
specific reserve level for the commercial and industrial portfolio of $1.2 million
represented a $259,000 increase from 2008. The residential real estate loans specific
allowance was $1.7 million, or an increase of $867,000 or double the 2008 level of
$869,000. This increase reflects the continued high level of residential mortgage
loans in nonaccrual status with substantial decreases in the value of the real
estate. The specific allowance for the HELOC portfolio and consumer and credit card
loans was $682,000 and $616,000, respectively. The HELOC portfolio specific allowance
remained almost unchanged, partially reflecting improved levels of nonperforming
loans in this category. The consumer loan specific allowance increased $114,000 from
2008 to $616,000, reflecting the historically high loss rate in this portfolio of
primarily boat loans. The changes in reserve allocations between the types of loans
were the result of changes in impairment as defined under accounting standards.
48
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
The level of allocation of the allowance is determined primarily by managements
evaluation of collateral value, less the cost of disposal, for the loans reviewed in
this category. The remainder of the loan portfolio is segmented into loan pools with
similar risk characteristics for evaluation for probable loan losses.
The primary risk element considered by management regarding each consumer and
residential real estate loan is lack of timely payment. Management has a reporting
system that monitors past due loans and has adopted policies
to pursue its creditors rights in order to preserve the Banks position. The
primary risk elements concerning commercial and industrial loans and commercial real
estate loans are the financial condition of the borrower, the sufficiency of
collateral and lack of timely payment. Management has a policy of requesting and
reviewing annual financial statements from its commercial loan customers and
periodically reviews the existence of collateral and its value.
At December 31, 2009, loans totaling $23.8 million comprising primarily commercial
real estate loans, were not included in the non-performing asset table contained in
Note 5 of the Notes to Consolidated Financial Statements where the known information
about possible credit problems of borrowers caused management to have serious doubts
as to the ability of the borrowers to fully comply with present loan repayment terms
and which may result in disclosure of such loans in the future.
Although management believes that the allowance for credit losses is adequate to
absorb losses as they arise, there can be no assurance that the Bank will not sustain
losses in any given period that could be substantial in relation to the size of the
allowance for credit losses. It must be understood that inherent risks and
uncertainties related to the operation of a financial institution require management
to depend on estimates, appraisals and evaluations of loans and collateral to prepare
the Corporations financial statements. Changes in economic conditions and the
financial prospects of borrowers may result in changes to the estimates, appraisals
and evaluations used. In addition, if circumstances and losses differ substantially
from managements assumptions and estimates, the allowance for loan losses may not be
sufficient to absorb all future losses and net income could be significantly
impacted.
Liabilities
During the year ended December 31, 2009, total deposits increased $43.8 million to
$401.1 million. The increase in deposits was attributable to an increase in
noninterest bearing demand deposit accounts of $11.5 million and retail time deposits
under $100,000 of $34.1 million. The increase was offset by declines in time deposits
over $100,000 as the Corporation actively pursued reduction in brokered time deposits
which are included in the total. Total brokered time deposits decreased $39.8 million
in 2009, decreasing to $126.6 million from $166.4 million, as the Corporation
replaced wholesale funding with organic growth in deposits. The Corporation continues
to utilize strategies to reduce its level of wholesale funding both in brokered time
deposits and FHLB advances. The Bank experienced core deposit growth in most
deposit categories with all branches of the Bank posting deposit growth. Noninterest
bearing deposits, primarily business related checking accounts, increased $11.5
million, or 33.79%, at December 31, 2009 compared to December 31, 2008. The
continued growth in the Banks branch base and a continued focused business
development effort has helped increase this area of the deposit base. The competitive
rate environment amongst local financial institutions has made the Corporation decide
in some cases not to raise the interest rate on the deposit product at the time,
frequency or level to match or exceed interest rates given by local financial
institutions. The Corporation continues to see competitive deposit rates offered by
local financial institutions within the geographic proximity of the Bank, which could
have the effect of increasing the cost of funds to a level higher than management
projects. While the Bank will continue its focus on generating local deposits, it
may be required to continue to use to a lesser extent, FHLB advances and brokered
time deposits based on a nationwide interest rate structure, typically at what is
considered to be premium interest rates. However, the local competition for
certificate of deposit products has continued to be strong and the Bank has found the
wholesale funding strategy to often effectively compete with the rates offered for
similar term retail certificate of deposit products of local community and regional
banks. If brokered deposits become unavailable to the Bank, cash equivalents and
FHLB advances will be increasingly important as funding and liquidity options for the
Bank.
49
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
The following table shows the balance of specific deposit categories and the
percentage of each category compared to total deposits:
December 31, 2009 | December 31, 2008 | |||||||||||||||
Balance | Percentage | Balance | Percentage | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Noninterest bearing demand |
$ | 45,716 | 11.40 | % | $ | 34,169 | 9.56 | % | ||||||||
NOW accounts-interest bearing checking |
17,059 | 4.25 | % | 13,670 | 3.83 | % | ||||||||||
Money Market |
24,813 | 6.19 | % | 24,484 | 6.85 | % | ||||||||||
Savings |
8,800 | 2.19 | % | 8,585 | 2.40 | % | ||||||||||
Time deposits under $100,000 |
77,769 | 19.39 | % | 43,685 | 12.22 | % | ||||||||||
Time deposits $100,000 and over |
226,974 | 56.58 | % | 232,783 | 65.14 | % | ||||||||||
Total deposits |
$ | 401,131 | 100.00 | % | $ | 357,376 | 100.00 | % | ||||||||
Short-term borrowings increased $1.7 million to $22.1 million at December 31,
2009 from December 31, 2008, due primarily to an increase in repurchase agreements
which are based on the seasonal need for funds to the commercial and municipal
customers who utilize the repurchase agreement product and may vary in total size
dependent upon those customers needs. At December 31, 2009, short-term FHLB
advances totaled $22.0 million and short-term repurchase agreements totaled $22.1
million. The weighted average interest rate paid on short-term borrowings at
December 31, 2009 was 3.02%.
In June 2001, the Corporation started to borrow long-term advances from the FHLB to
fund fixed rate investments, as part of its efforts to manage 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. At December 31, 2009 FHLB
advances were comprised of $22.0 million in short-term advances with a weighted
average interest rate of 4.56% and long-term advances of $43.7 million with a
weighted average interest rate of 4.77%. The aggregate weighted average interest
rate of all FHLB advances was 4.70% with a weighted average remaining maturity of 3.0
years as of December 31, 2009. Long-term advances comprised 17 advances maturing
from January 2011 to June 2016.
Stockholders Equity
Stockholders equity was $24.0 million as of December 31, 2009, which was a decrease
of $10.4 million from December 31, 2008. The decrease in stockholders equity was
primarily attributable to the net loss of $14.6 million recorded in 2009. The loss
was magnified by the establishment of a valuation allowance for $5.9 million based on
our determination that we may not be able to utilize in full our deferred tax asset
for income tax purposes. The net change in the fair value associated with the
Corporations subordinated debenture resulted in a valuation gain, as recorded in
the consolidated statement of income, of $4.4 million in 2009, and a cumulative gain
of $10.2 million, from inception in 2007. The valuation of this single instrument was
a significant part of the Corporations equity at December 31, 2009. Partially
offsetting the reduction in equity from the net loss was the successful issuance of
Series B preferred stock for $4.1 million. Cash dividends paid on the Corporations
Series A and B preferred stock decreased equity by $382,000 in 2009. The expense and
corresponding increase in equity from the compensation expense for stock options
awarded was $84,000. The continued low interest rate environment and the quality of
the investment portfolio resulted in an increased market value of the available for
sale investment security portfolio and the resulting increase in accumulated other
comprehensive income of $429,000 for 2009.
Net Interest Income
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.
50
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
Year Ended | Year Ended | |||||||||||||||||||||||
December 31, 2009 vs. 2008 | December 31, 2008 vs. 2007 | |||||||||||||||||||||||
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 |
$ | (70 | ) | $ | 1,469 | $ | (1,539 | ) | $ | (2,264 | ) | $ | 1,486 | $ | (3,750 | ) | ||||||||
Securities |
(1,199 | ) | (668 | ) | (531 | ) | (24 | ) | 72 | (96 | ) | |||||||||||||
Federal funds sold |
(356 | ) | 2 | (358 | ) | (215 | ) | 93 | (308 | ) | ||||||||||||||
Total |
(1,625 | ) | 803 | (2,428 | ) | (2,503 | ) | 1,651 | (4,154 | ) | ||||||||||||||
Deposits and Borrowed Funds Interest Expense |
||||||||||||||||||||||||
NOW and money market accounts |
(482 | ) | (67 | ) | (415 | ) | (1,590 | ) | (249 | ) | (1,341 | ) | ||||||||||||
Savings deposits |
(169 | ) | (29 | ) | (140 | ) | (82 | ) | 25 | (107 | ) | |||||||||||||
Time deposits |
(1,388 | ) | 984 | (2,372 | ) | (354 | ) | 1,009 | (1,363 | ) | ||||||||||||||
FHLB advances and repurchase agreements |
(545 | ) | (331 | ) | (214 | ) | 1,057 | 1,127 | (70 | ) | ||||||||||||||
Capitalized lease obligation
and ESOP loan |
(1 | ) | (1 | ) | | (5 | ) | (3 | ) | (2 | ) | |||||||||||||
Subordinated debentures |
329 | 201 | 128 | (714 | ) | (113 | ) | (601 | ) | |||||||||||||||
Total |
(2,256 | ) | 757 | (3,013 | ) | (1,688 | ) | 1,796 | (3,484 | ) | ||||||||||||||
Net Interest Income |
$ | 631 | $ | 46 | $ | 585 | $ | (815 | ) | $ | (145 | ) | $ | (670 | ) | |||||||||
Net interest income was $12.0 million for the year ended December 31, 2009, an
increase of $631,000, or 5.55%, compared to the year ended December 31, 2008. Net
interest margin, as measured on a tax equivalent basis, was 2.35% for 2009 compared
with 2.30% in 2008. The increase in net interest margin was primarily the result of
a higher level of noninterest bearing deposits. The reversal of interest and forgone
interest totaled approximately $2.6 million and affected the net interest margin
negatively by 45 basis points or approximately 16% of the decrease in net interest
margin.
Interest income decreased $1.6 million, or 5.34%, to $28.8 million for the year ended
December 31, 2009, compared to $30.4 million for the year ended December 31, 2008.
The decrease in interest income was attributable primarily to a decrease in market
interest rates, with the largest decrease attributable to the continued decline in
loan yields, as fixed rate loans continued to reprice due to the historic drop in
short-term interest rates instituted by the Federal Reserve Bank in 2008. Also
affecting the decline in interest income from total loans was the higher overall
level of nonperforming assets during 2009 compared to 2008, since loans classified as
nonaccrual do not accrue interest income. Additionally loans classified as Troubled
Debt Restructurings often carry a reduced interest rate compared to market rates to
provide payment relief to the borrower and affect the overall loan portfolio yield.
The decrease in interest income from securities for the same time period was caused
by decreases in short-term interest rates, deleveraging of the investment portfolio
and the restructuring of the investment portfolio to reduce duration. The
substantial decrease in the overnight federal funds rate to nearly zero had a
negative effect on interest income. The total yield of federal funds sold overnight
was only 17 basis points.
Interest expense decreased $2.3 million, or 11.84%, to $16.8 million for the year
ended December 31, 2009, compared to $19.0 million for the year ended December 31,
2008. The decrease in interest expense from 2009 compared to 2008 was due to the
large and historic drop in market interest rates during 2009, with every category of
interest-bearing liabilities posting a decline in interest expense.
Interest income decreased $2.5 million, or 7.60%, from $30.4 million for the year
ended December 31, 2008, compared to $32.9 million for the year ended December 31,
2007. The decrease in interest income was attributable primarily to a decrease in
market interest rates, with the largest decrease attributable to the decline in
51
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
loan yields due to the historic drop in short-term interest rates instituted by
the Federal Reserve Bank in 2008. Also affecting the decline in interest income from
total loans was the higher overall level of nonperforming assets during 2008 compared
to 2007, since loans classified as nonaccrual do not accrue interest income. The
slight decrease in interest income from securities for the same time period was
caused by decreases in short-term interest rates and resulting reinvestment of the
security portfolio runoff at lower market rates. Partially offsetting this decrease
was an overall average increase in the security portfolio volume from 2007 to 2008.
Interest expense decreased $1.7 million, or 8.14%, to $19.0 million for the year
ended December 31, 2008, compared to $20.7 million for the year ended December 31,
2007. The decrease in interest expense from 2008 compared to 2007 was due to the
large and historic drop in market interest rates during 2008, with every category of
interest-bearing liabilities posting a decline in interest expense, except for the
category of FHLB borrowings which had increased solely due to volume levels.
The average yield on earning assets for 2009 was 5.55% compared to 5.97% in 2008.
The average yield on the total loan portfolio, which contains both loans held for
sale and investment for 2009 was 6.06% compared to 6.45% in 2008. At the end of 2009,
the Community Central Bank prime rate stood at 5.0%. The Corporations prime interest
rate for primarily commercial loan customers did not move in tandem with the federal
funds rate movement during every rate decrease. The overnight federal funds rate
started 2008 at 4.25% moving to almost zero at the end of 2008 and remaining zero
throughout 2009. The commercial, commercial real estate and HELOC portfolios that
reprice with prime interest rate changes totaled approximately $106 million and were
the primary driver for the decrease in total loan yield during 2009. The
Corporations security portfolio had an average non-tax adjusted yield of 4.02%
during 2009. The yield was 55 basis points lower than the average yield recorded in
2008. At December 31, 2009, $4.0 million of the total $69.1 million investment
portfolio was variable rate.
The average rate paid on interest-bearing liabilities in 2009 was 3.58% compared to
4.07% in 2008. The decrease in the average rate was due to the decrease in overall
market interest rates. The decrease in the average yield for NOW and money market
accounts for 2009 were primarily attributable to the indexed money market account,
with an average yield of 0.69% in 2009 versus 1.56% in 2008. The average yield paid
on savings also decreased, moving to 0.63% in 2009, from 1.64% in 2008. The average
yield on time deposits decreased due to the decrease in market rates and the
repricing characteristics of this deposit category. The yield on the total time
deposit portfolio decreased to 3.53% in 2009 from 4.49% in 2008. The yield on FHLB
advances and repurchase agreements decreased to 4.08% in 2009 from 4.23% in 2008 due
to the repricing of variable advances and the decrease in the interest rate paid on
retail repurchase agreements. This was partially offset by an
increase in the reset rate of the wholesale structured repurchase agreements totaling $19.0 million.
The average rate paid on the subordinated debenture increased in 2009 to 6.66% from
5.83%, reflecting the effects of the interest rate swap which reduced the overall
cost of funds on this instrument in 2008 and was unwound in 2009.
The average yield on earning assets for 2008 was 5.97% compared to 6.84% in 2007.
The average yield on the total loan portfolio, which contains both loans held for
sale and investment for 2008, was 6.45% compared to 7.45% in 2007. At the end of
2008, the Community Central Bank prime rate stood at 5.0%. The Corporations prime
interest rate for primarily commercial loan customers did not move in tandem with the
federal funds rate movement during every rate decrease. The overnight federal funds
rate started 2008 at 4.25% moving to almost zero at the end of 2008. The commercial,
commercial real estate and HELOC portfolios that reprice with prime interest rate
changes totaled approximately $133.0 million and were the primary driver for the
decrease in total loan yield during 2008. The Corporations security portfolio had
an average non-tax adjusted yield of 4.57% during 2008. The yield was slightly lower
than the average yield recorded. At December 31, 2008, $10.4 million of the total
investment portfolio was variable rate.
The average rate paid on interest-bearing liabilities in 2008 was 4.07% compared to
4.72% in 2007. The decrease in the average rate was due to the decrease in overall
market interest rates. The decrease in the average rate for NOW and money market
accounts for 2008 were primarily attributable to the indexed money market account,
with an average rate of 1.56% in 2008 versus 3.66% in 2007. The average rate paid on
savings also decreased, moving to 1.64% in 2008, from 2.50% in 2007. The average
rate on time deposits decreased due to the decrease in market rates and the repricing
characteristics of this deposit category. The rate on the total time deposit
portfolio decreased to 4.49% in 2008 from 5.09% in 2007. The rate on FHLB advances
and repurchase agreements decreased to 4.23% in 2008 from 4.29% in 2007 due to the
repricing of variable advances and the decrease in the interest rate paid on retail
repurchase agreements. This was partially offset by an increase in the reset rate of
the
52
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
wholesale structured repurchase agreements totaling $19.0 million. The average
rate paid on the subordinated debenture decreased in 2008 to 5.83% from 7.76%,
reflecting the effects of the interest rate swap which reduced
the overall cost of funds on this instrument. The interest rate swap lowered the cost
of funds as short-term interest rates continued to decrease in 2008.
The following table shows the Corporations consolidated average balances of assets,
liabilities, and equity. The table also details the amount of interest income or
interest expense and the average yield or rate for each category of interest-earning
asset or interest-bearing liability, and the net interest margin for the periods
indicated. The average balance of securities represents amortized cost. Nonaccruing
loans are included in the average loans outstanding with no yield associated with
them.
2009 | 2008 | 2007 | ||||||||||||||||||||||||||||||||||
Average | Average | Average | ||||||||||||||||||||||||||||||||||
Interest | Rate | Interest | Rate | Interest | Rate | |||||||||||||||||||||||||||||||
Average | Income/ | Earned/ | Average | Income/ | Earned/ | Average | Income/ | Earned/ | ||||||||||||||||||||||||||||
Balance | Expense | Paid | Balance | Expense | Paid | Balance | Expense | Paid | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||||||
Loans |
$ | 421,747 | $ | 25,570 | 6.06 | % | $ | 397,600 | $ | 25,640 | 6.45 | % | $ | 374,502 | $ | 27,904 | 7.45 | % | ||||||||||||||||||
Securities |
79,570 | 3,197 | 4.02 | % | 96,226 | 4,396 | 4.57 | % | 94,669 | 4,420 | 4.67 | % | ||||||||||||||||||||||||
Federal funds sold |
17,219 | 30 | 0.17 | % | 16,597 | 386 | 2.44 | % | 12,003 | 601 | 5.01 | % | ||||||||||||||||||||||||
Total Earning Assets /
Total Interest Income /
Average Yield |
518,536 | 28,797 | 5.55 | % | 510,423 | 30,422 | 5.97 | % | 481,174 | 32,925 | 6.84 | % | ||||||||||||||||||||||||
Cash and due from banks |
9,663 | 7,822 | 7,173 | |||||||||||||||||||||||||||||||||
All other assets |
26,293 | 24,986 | 23,523 | |||||||||||||||||||||||||||||||||
Total Assets |
$ | 554,492 | $ | 543,231 | $ | 511,870 | ||||||||||||||||||||||||||||||
Liabilities & Stockholders Equity |
||||||||||||||||||||||||||||||||||||
NOW and money market accounts |
$ | 38,007 | 263 | 0.69 | % | $ | 47,852 | 745 | 1.56 | % | $ | 63,773 | 2,335 | 3.66 | % | |||||||||||||||||||||
Savings deposits |
9,092 | 57 | 0.63 | % | 13,804 | 226 | 1.64 | % | 12,321 | 308 | 2.50 | % | ||||||||||||||||||||||||
Time deposits |
275,904 | 9,753 | 3.53 | % | 248,314 | 11,141 | 4.49 | % | 225,934 | 11,495 | 5.09 | % | ||||||||||||||||||||||||
FHLB advances and repurchase
agreements |
134,394 | 5,483 | 4.08 | % | 142,512 | 6,028 | 4.23 | % | 115,962 | 4,971 | 4.29 | % | ||||||||||||||||||||||||
ESOP Loan |
| | 0.00 | % | 15 | 1 | 5.33 | % | 67 | 6 | 8.96 | % | ||||||||||||||||||||||||
Subordinated debentures |
11,266 | 1,235 | 6.66 | % | 15,528 | 906 | 5.83 | % | 20,880 | 1,620 | 7.76 | % | ||||||||||||||||||||||||
Total Interest Bearing Liabilities/
Total Interest Expense / Average
Interest Rate Spread |
468,663 | 16,791 | 3.58 | % | 468,025 | 19,047 | 4.07 | % | 438,937 | 20,735 | 4.72 | % | ||||||||||||||||||||||||
Noninterest bearing deposits |
49,051 | 37,470 | 34,594 | |||||||||||||||||||||||||||||||||
All other liabilities |
3,477 | 4,176 | 3,234 | |||||||||||||||||||||||||||||||||
Stockholders equity |
33,301 | 33,560 | 35,105 | |||||||||||||||||||||||||||||||||
Total Liabilities & Equity |
$ | 554,492 | $ | 543,231 | $ | 511,870 | ||||||||||||||||||||||||||||||
Net Interest Income |
$ | 12,006 | $ | 11,375 | $ | 12,190 | ||||||||||||||||||||||||||||||
Net Interest Rate Spread |
1.97 | % | 1.90 | % | 2.12 | % | ||||||||||||||||||||||||||||||
Net Interest Margin (Net Interest Income /
Total Earning Assets) |
2.32 | % | 2.23 | % | 2.53 | % | ||||||||||||||||||||||||||||||
Taxable equivalent |
2.35 | % | 2.30 | % | 2.68 | % |
53
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
Provision for Credit Losses
The provision for credit losses for the year ended December 31, 2009 was $14.9
million, an increase of $5.4 million from 2008. The increase in the provision was
due primarily to impairment in commercial real estate loans. Builder developer loans
which affected the provision in 2008 had a much lower impact in 2009. The provision
for credit losses for the year ended December 31, 2008 was $9.5 million, an increase
of $5.9 million from 2007. This large increase was primarily due to provision expense
related to builder developer loans in 2008. See Managements Discussion and Analysis
of Financial Condition and Results of Operations-Assets for a more detailed
discussion.
Noninterest Income
Noninterest income was $9.6 million for 2009, decreasing $1.9 million, or 16.43%,
from 2008. The decrease was primarily related to gains recorded from the change in
fair market value of assets and liabilities as measured under the fair value for 2009
compared to 2008, when $3.9 million and $7.5 million were recorded, respectively. The
gains recorded in 2009 have been largely attributable to the fair value of the
subordinated debenture connected with the issuance of trust preferred securities. The
dramatic widening of market credit spreads for subordinated debentures and trust
preferred securities changed the relative fair value of this financial liability
dramatically. Changes in credit spreads are not easily predictable and may cause
adverse changes in the fair value of this instrument and a possible loss of income in
the future. Fiduciary income was $319,000 for 2009, which was a decrease of $51,000
or 13.78%, from 2008 as a result of market declines in assessable assets held under
management. Mortgage banking income comprised primarily of gains on the sale of
residential mortgages was $3.3 million for 2009. The increase of $1.7 million, or
112.0%, from 2008 was reflective of the sizeable growth in the secondary market sales
of government FHA and FNMA mortgages, spurred by low mortgage interest rates in 2009
and government stimulus programs such as the first time home buyers tax credit. Net
realized gains from the sale of securities were $726,000 for 2009 and were
attributable to restructuring activities in the available for sale securities
portfolio. The category of other noninterest income totaling $944,000 in 2009
decreased $332,000, primarily from losses on the disposal of repossessed assets and
other real estate owned.
Noninterest income was $11.5 million for 2008, an increase of $5.8 million, or
101.2%, from 2007. The increase was primarily related to a net change in the fair
value of financial assets and liabilities measured at fair value, which totaled $7.5
million on a pretax basis and $5.0 million after tax. The Corporation issued an $18.0
million subordinated debenture in February 2007, and this instrument was chosen for
fair value accounting treatment as part of the early adoption of the new accounting
standard, which led to the increase in income. The dramatic widening of market
credit spreads experienced during 2008 increased the relative fair value of this
financial liability dramatically. The Corporation hedged itself from changes in
interest rates with an interest rate swap which was also accounted for at fair value.
The hedge does not cover changes in credit spreads, which typically occur over much
longer periods of time than we are currently experiencing. The interest rate swap had
a net favorable change in fair value during 2008 of $2.9 million dollars and an
overall fair value of a positive $3.5 million at December 31, 2008. In the first
quarter of 2009, the Corporation elected to unwind the interest rate swap position
with the counterparty which resulted in realizing a $3.3 million gain representing
substantially all of the unrealized gains that had been recorded as noninterest
income through December 31, 2008. Management continues to closely monitor changes in
credit spreads which are not easily predictable and may cause adverse changes in the
fair value of this instrument and a possible loss of income in the future.
Fiduciary income of $370,000 decreased $67,000, or 15.33%, during 2008 compared to
2007 from overall declines in the assessable fee based market values of trust assets.
The decline in market values of trust assets followed the general trends in the
overall equity market experienced in 2008. The Corporation had $75 million in assets
under management in its trust division at December 31, 2009. Deposit service charge
income of $488,000 during 2008 increased $69,000, or 16.47%, from 2007 primarily from
increased service charge fees and a broadened branch base. Income from gains on the
sale of residential mortgages of $1.6 million decreased $803,000 from 2007, or 34.0%,
and was reflective of the decline in home sales experienced in the Midwest region.
Other income of $1.3 million increased $123,000, or 10.67%, from 2007, due to an
increase in several areas of noninterest income, including the net change from the
increase in the cash surrender value of bank owned life insurance of $110,000. Net
realized gains from the sale of securities were $214,000 for 2008 and were
attributable to restructuring activities in the available for sale security
portfolio.
54
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
Noninterest Expense
Noninterest expense was $20.2 million for 2009, an increase of 20.57% or $3.4 million
from 2008 as a result of an increase in other operating expenses. Other operating
expense of $9.8 million increased $2.5 million, or 34.19%, during 2009. The largest
increases in this category occurred in expenses of $3.4 million and $486,000,
respectively, associated with maintaining the other real estate owned properties and
repossessed boat collateral. Other areas of noninterest expense which increased in
2009 over 2008 included increases in the FDIC insurance premium and legal costs
related to loan workouts. For 2009, the Corporations FDIC insurance assessment was
$1.4 million, compared to $410,000 for 2008. In December of 2009, the Bank prepaid an
FDIC assessment of $4.0 million, which will be amortized over the years 2010 through
2012. In 2010 our prepaid portion of the assessment that will be expensed will total
$1.2 million. Legal expense in 2009 from nonperforming loan workouts was
approximately $743,000 which represents an increase of $278,000 or 60%, compared to
the related legal expense on loan workouts for 2008 of $465,000. Salaries, benefits
and payroll taxes of $8.6 million increased $1.0 million, or 13.75%, from 2008. This
was attributable to origination commissions paid at the mortgage company for secondary
residential mortgage sales and the result of higher mortgage origination volumes from
2008. Total salary and benefit expense without the mortgage company was $6.1 million
for 2009 compared to $6.2 million for 2008, or a 1.87% reduction in total expense. No
bonuses have been paid or accrued for the named executive officers for 2009 and 2008.
Noninterest expense was $16.7 million for 2008, an increase of 20.68% or $2.9 million
from 2007 as a result of an increase in other operating expenses. Other operating
expense of $7.3 million increased $3.2 million, or 76.52%, during 2008. The largest
increases in this category occurred in expenses of $2.1 million associated with
maintaining the other real estate owned properties and an impairment loss of $743,000
relating to the write-down of the goodwill associated with our North Oakland Community
Bank acquisition in 2003. Other areas of noninterest expense which increased in 2008
over 2007 included increases in the FDIC insurance premium and legal costs related to
loan workouts. For 2008, the Corporations FDIC insurance assessment was $410,000,
compared to $283,000 for 2007. Legal expense in 2008 from nonperforming loan
workouts was approximately $414,000 which represents an increase of $176,000 or
73.95%, compared to the related legal expense on loan workouts for 2007 of $238,000.
Salaries, benefits and payroll taxes of $7.6 million declined $326,000, or 4.13%, from
2007. This was attributable to reductions in staffing levels within the mortgage
company subsidiary, coupled with an overall reduction in mortgage company origination
commissions as the result of lower mortgage origination volumes. No bonuses have been
paid or accrued for the named executive officers for 2008 and 2007.
Income Taxes
At December 31, 2009, we determined we needed a valuation allowance based primarily
on our net operating loss for 2008 and 2009 and the challenging environment currently
confronting banks that could impact future operating results. As a result, we
recorded a $5.9 million valuation allowance on deferred tax assets at December 31,
2009 that was charged to federal income tax expense. The valuation allowance may be
reversed to income in future periods to the extent that the related deferred tax
assets are realized or the valuation allowance is no longer required. We had federal
income tax expense of $1.2 million for 2009 compared to a federal income tax benefit
of $1.4 million in 2008. The change in tax expense was primarily attributable to the
aforementioned charge to federal income tax expense to establish a valuation
allowance. Permanent differences in taxable income arise from tax exempt income
related to investments in qualified tax exempt securities and in BOLI. The increase
in cash surrender value of BOLI is exempt from federal income tax. The level of
qualified tax exempt securities was greatly reduced in 2009 as it was in 2008, as the
Corporation no longer had the need for tax exempt income.
We had a federal income tax benefit of $1.4 million for 2008 compared to a federal
income tax benefit of $295,000 in 2007. The change in tax benefit was primarily
attributable to a pretax loss recorded in 2008 from credit losses primarily in the
form of a large loan loss provision in 2008 over 2007. Permanent differences in
taxable income arising from tax exempt income related to investments in qualified tax
exempt securities and in BOLI also reduced the overall tax accrual in 2008. The
increase in cash surrender value of BOLI is exempt from federal income tax. The level
of qualified tax exempt securities was greatly reduced in 2008 as the Corporations
need for tax exempt income diminished.
55
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources; Asset/Liability Management
Liquidity allows the Bank to provide funds to meet loan requests, to accommodate
possible outflows of deposits, and to take advantage of other investment
opportunities. Funding of loan requests, providing for liability outflows and
managing interest rate margins requires continuous analysis to attempt to match the
maturities and repricing of specific categories of loans and investments with
specific types of deposits and borrowings. Bank liquidity depends upon the mix of
the banking institutions potential sources and uses of funds. The major sources of
liquidity for the Bank have been deposit growth, federal funds sold, unpledged
securities with market values above book, loans and securities which mature within
one year, and sales of residential mortgage loans. Additional liquidity is provided
by a $150.0 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 certificates of deposit. We anticipate that
we will have sufficient funds available to meet our future commitments. We have
substantially increased our cash and cash equivalent balances in 2009 in the event
our access to brokered deposits is curtailed in the future. As of December 31, 2009,
unused commitments comprised $67.3 million. The Bank has $185.1 million in time
deposits coming due within twelve months from December 31, 2009, which includes $90.6
million of brokered deposits. The Bank will continue to, when possible, reduce the
use of brokered certificates and other wholesale funding sources when replacing
maturing deposits and other borrowings.
The Corporation and the Bank are subject to regulatory capital requirements
administered by federal banking agencies. Capital adequacy guidelines and prompt
corrective action regulations involve quantitative measures of assets, liabilities,
and certain off-balance sheet items calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments about
components, risk weightings, and other factors in which the regulators can lower
classifications in certain cases. Failure to meet various capital requirements can
initiate regulatory action that could have a direct impact on the ability of the Bank
to meet its funding requirements. The prompt corrective action regulations provide
five classifications, including well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically undercapitalized.
Because the Bank was only adequately capitalized at December 31, 2009, regulatory
approval is required to accept new, or renew existing brokered deposits. No
assurances can be given that such approvals will be obtained. At December 31, 2009,
municipal time deposits totaled $8.5 million. Municipal time deposits typically have
maturities less than three months.
The largest uses and sources of cash and cash equivalents for the Corporation for the
year ended December 31, 2009, as noted in the Consolidated Statement of Cash Flow,
were centered primarily on cash provided from investing activities and the net cash
provided by financing activities. The cash provided from investing activities was
largely due to a decrease in investment securities in total of $27.0 million, with
the remaining use of funds attributable to a slight increase in loans. Cash provided
from financing activities, which included net increases from demand, savings and time
deposits of $43.8 million and increases in short-term borrowings, consisting of
retail repurchase sweep agreements, consisted of $1.7 million. The issuance of
preferred stock provided $4.1 million from financing activities. Partially offsetting
the increases in net cash provided from deposits was repayment of FHLB advances of
$42.5 million. The net cash used in operating activities was $10.0 million. Total
cash and cash equivalents at the end of December 31, 2009 was $34.2 million, an
increase of $18.0 million from December 31, 2008.
Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements: As of December 31, 2009, we have not participated in
any material unconsolidated entities or financial partnerships, such as entities
often referred to as structured finance or special entities. The Corporation does
have significant commitments to fund loans in the ordinary course of business. These
commitments and resulting off-balance sheet risk are further discussed in Note 18 of
the Corporations Consolidated Financial Statements.
56
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations:
Payments Due by Period | ||||||||||||||||||||
Less than | 1-3 | 3-5 | More than | |||||||||||||||||
Total | 1 Year | Years | Years | 5 Years | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Long term debt at face value (1) |
$ | 18,557 | $ | | $ | | $ | | $ | 18,557 | ||||||||||
Capital lease obligations |
| | | | | |||||||||||||||
Operating leases (2) |
1,318 | 256 | 222 | 385 | 255 | |||||||||||||||
Other contractual obligations (3) |
2,160 | 480 | 960 | 720 | |
(1) | $18.6 million of subordinated debentures (see Note 11 to the Consolidated Financial Statements) | |
(2) | See Note 14 to the Consolidated Financial Statements | |
(3) | Remaining contract with core processing provider for IT services |
Quantitative and Qualitative Disclosure about Market Risk
The Corporations Asset Liability Committee (ALCO) meets periodically. Some of the
major areas of focus of the ALCO incorporate the following overview functions:
review the interest rate risk sensitivity of the Bank to measure the impact of
changing interest rates on the Banks net interest income, review the liquidity
position through various measurements, review current and projected economic
conditions and the corresponding impact on the Bank, ensure that capital and adequacy
of the allowance for loan losses are maintained at proper levels to sustain growth,
monitor the investment portfolio, recommend policies and strategies to the Board that
incorporate a better balance of our interest rate risk, liquidity, balance sheet mix
and yield management, and review the current balance sheet mix and proactively
determine the future product mix.
The Corporation currently utilizes two quantitative tools to measure and monitor
interest rate risk: static gap analysis and net interest income simulation modeling.
Each of these interest rate risk measurements has limitations, but management
believes when these tools are evaluated together, they provide a balanced view of the
exposure the Corporation has to interest rate risk.
Interest sensitivity gap analysis measures the difference between the assets and
liabilities repricing or maturing within specific time periods. An asset-sensitive
position indicates that there are more rate-sensitive assets than rate-sensitive
liabilities repricing or maturing within specific time periods, which would generally
imply a favorable impact on net interest income in periods of rising interest rates
and a negative impact in periods of falling rates. A liability-sensitive position
would generally imply a negative impact on net interest income in periods of rising
rates and a positive impact in periods of falling rates.
Gap analysis has limitations because it cannot measure precisely the effect of
interest rate movements and competitive pressures on the repricing and maturity
characteristics of interest-earning assets and interest-bearing liabilities. In
addition, a significant portion of our adjustable rate assets have limits on their
minimum and maximum yield, whereas most of our interest-bearing liabilities are not
subject to these limitations. As a result, certain assets and liabilities indicated
as repricing within a stated period may in fact reprice at different times and at
different volumes, and certain adjustable rate assets may reach their yield limits
and not reprice.
57
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
The following table presents an analysis of our interest-sensitivity gap position at
December 31, 2009. All interest-earning assets and interest-bearing liabilities are
shown based on the earlier of their contractual maturity or repricing date adjusted
by forecasted prepayment and decay rates, our historical experience, and the
repricing and prepayment characteristics of portfolios acquired through acquisition.
After Three | After One | |||||||||||||||||||
Within | Months But | Year But | After | |||||||||||||||||
Three | Within | Within | Five | |||||||||||||||||
Months | One Year | Five Years | Years | Total | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Interest-earning assets |
||||||||||||||||||||
Excess cash and federal funds sold |
$ | 26,163 | $ | | $ | | $ | | $ | 26,163 | ||||||||||
Securities, at amortized cost |
4,220 | 19,105 | 41,558 | 4,237 | 69,120 | |||||||||||||||
FHLB stock |
| 5,877 | | | 5,877 | |||||||||||||||
Loans (including held for sale) |
105,962 | 69,782 | 194,889 | 36,031 | 406,664 | |||||||||||||||
Total |
136,345 | 94,764 | 236,447 | 40,268 | $ | 507,824 | ||||||||||||||
Interest bearing liabilities |
||||||||||||||||||||
NOW and money market accounts |
20,874 | 6,917 | 12,841 | 1,240 | 41,872 | |||||||||||||||
Savings deposits |
528 | 2,288 | 5,984 | | 8,800 | |||||||||||||||
Jumbo time deposits |
51,651 | 94,395 | 80,928 | | 226,974 | |||||||||||||||
Time deposits < $100,000 |
7,598 | 31,439 | 38,731 | | 77,768 | |||||||||||||||
Repurchase agreements |
22,106 | | 19,000 | | 41,106 | |||||||||||||||
FHLB |
| 22,000 | 18,500 | 25,200 | 65,700 | |||||||||||||||
Subordinated debentures |
| | | 18,557 | 18,557 | |||||||||||||||
Total |
102,757 | 157,039 | 175,984 | 44,997 | $ | 480,777 | ||||||||||||||
Rate sensitivity gap |
$ | 33,588 | $ | (62,275 | ) | $ | 60,463 | $ | (4,729 | ) | ||||||||||
Cumulative rate sensitivity gap |
$ | (28,687 | ) | $ | 31,776 | $ | 27,047 | |||||||||||||
Rate sensitivity gap ratio |
1.33x | 0.60x | 1.34x | .89x | ||||||||||||||||
Cumulative rate sensitivity gap ratio |
0.89x | 1.07x | 1.06x |
The Bank also evaluates interest rate risk using a simulation model. The use of
simulation models to assess interest rate risk is an accepted industry practice, and
the results of the analysis are useful in assessing the vulnerability of the Banks
net interest income to changes in interest rates. However, the assumptions used in
the model are oversimplifications and not necessarily representative of the actual
impact of interest rate changes. The simulation model assesses the direction and
magnitude of variations in net interest income resulting from potential changes in
market interest rates. Key assumptions in the model include prepayment speeds of
various loan and investment assets; cash flows and maturities of interest-sensitive
assets and liabilities; and changes in market conditions impacting loan and deposit
volumes and pricing. These assumptions are inherently uncertain, and subject to
fluctuation and revision in a dynamic environment. Therefore, the model cannot
precisely estimate future net interest income or exactly predict the impact of higher
or lower interest rates. Actual results may differ from simulated results due to,
among other factors, the timing, magnitude and frequency of interest rate changes,
changes in market conditions and managements pricing decisions and customer
reactions to those decisions.
On a quarterly basis, the net interest income simulation model is used to quantify
the effects of hypothetical changes in interest rates on the Banks net interest
income over a projected twelve-month period. The model permits management to
evaluate the effects of shifts in the Treasury yield curve, upward and downward, on
net interest income expected in a stable interest rate environment.
58
Community Central Bank Corporation
Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations
As of December 31, 2009, the table below reflects the impact the various
instantaneous parallel shifts in the yield curve would have on net interest income
over a twelve month period of time from the base forecast. Interest rate risk is a
potential loss of income and/or potential loss of economic value of equity. Rate
sensitivity is the measure of the effect of changing interest rates on the Banks net
interest income or the net interest spread. The policy of the Bank shall be to risk
no more than 10% of its net interest income in a changing interest rate scenario of
+/- 200 basis points over a one-year simulation period. Furthermore, no more than
15% of net interest income can be projected at risk in a scenario of +/- 300 basis
points over a one-year simulation period.
Percentage Change | ||||
Interest Rate Scenario | In Net Interest Income | |||
Interest rates up 300 basis points |
(15.69 | %) | ||
Interest rates up 200 basis points |
(9.59 | %) | ||
Interest rates up 100 basis points |
(4.45 | %) | ||
Base Case |
| |||
Interest rates down 100 basis points |
2.97 | % | ||
Interest rates down 200 basis points |
4.08 | % | ||
Interest rates down 300 basis points |
(0.58 | %) |
59
Community Central Bank Corporation
Stockholder Information
Stockholder Information
SEC Form 10-K
Copies of the Corporations annual report on Form 10-K, as filed with the Securities
and Exchange Commission are available to stockholders without charge, upon written
request. Please mail your request to Ray T. Colonius; Corporate Treasurer, Community
Central Bank Corporation, 120 North Main Street, Mount Clemens, MI 48043.
Stock Information
The common stock of Community Central Bank Corporation trades on The NASDAQ Capital
Market under the ticker symbol CCBD. At December 31, 2009, there were 3,737,181
shares of Community Central Bank Corporation common stock issued and outstanding and
approximately 500 shareholders of record.
The following table presents the quarterly range of high and low sales prices of
Community Central Bank Corporation common stock for 2009 and 2008, as well as the
dividends declared during the stated periods. The price information set forth in the
table was reported by The NASDAQ Global Market and the NASDAQ Capital Market. Our
cash dividend payout policy is continually reviewed by management and the Board of
Directors. Dividend payment decisions are made after considering a variety of
factors, including earnings, financial condition, market considerations and
regulatory restrictions. The Corporation relies significantly upon dividends
originating from the Bank to accumulate cash for payment of dividends to our
stockholders. Restrictions on dividend payments from the Bank are described in Note
19 of the Notes to Consolidated Statements included in this Annual Report.
2009 | ||||||||||||
Cash | ||||||||||||
Dividends | ||||||||||||
Quarter | High | Low | Declared | |||||||||
Fourth |
$ | 2.15 | $ | 1.35 | $ | | ||||||
Third |
1.92 | 1.02 | | |||||||||
Second |
2.70 | 1.15 | | |||||||||
First |
2.50 | 1.09 | |
2008 | ||||||||||||
Cash | ||||||||||||
Dividends | ||||||||||||
Quarter | High | Low | Declared | |||||||||
Fourth |
$ | 4.50 | $ | 1.38 | $ | | ||||||
Third |
4.50 | 2.50 | 0.02 | |||||||||
Second |
7.18 | 2.74 | 0.02 | |||||||||
First |
7.94 | 4.56 | 0.06 |
60
Community Central Bank Corporation
Stockholder Information
Stockholder Information
Primary Market Makers
Hill, Thompson, Magid & Co., Inc.
15 Exchange Place
Jersey City, NJ 07302-3912
15 Exchange Place
Jersey City, NJ 07302-3912
Knight Securities, L.P.
545 Washington Blvd.
Jersey City, NJ 07310
545 Washington Blvd.
Jersey City, NJ 07310
RBC Capital Markets, L.P.
655 Metro Place South
Metro Center V Suite 580
Dublin, OH 43017
655 Metro Place South
Metro Center V Suite 580
Dublin, OH 43017
Howe Barnes Hoefer and Arnett Investment, Inc.
222 South Riverside Plaza, 7th Floor
Chicago, IL 60606
222 South Riverside Plaza, 7th Floor
Chicago, IL 60606
UBS Capital Markets, L.P.
677 Washington Blvd.
Stamford, CT 06902
677 Washington Blvd.
Stamford, CT 06902
Stock Registrar and Transfer Agent
Computershare Trust Company, N.A.
PO Box 43010
Providence, RI 02940-3010
Shareholder Inquiries 1-800-426-5523
www.computershare.com
PO Box 43010
Providence, RI 02940-3010
Shareholder Inquiries 1-800-426-5523
www.computershare.com
Independent Auditor
Plante & Moran, P.L.L.C.
2601 Cambridge Ct., Suite 500
Auburn Hills, MI 48326
2601 Cambridge Ct., Suite 500
Auburn Hills, MI 48326
Legal Counsel
Silver, Freedman & Taff, L.L.P.
3299 K Street, NW, Suite 100
Washington D.C. 20007
3299 K Street, NW, Suite 100
Washington D.C. 20007
Information
News media representatives and those seeking additional information about the
Corporation should contact Ray T. Colonius, Corporate Treasurer, at (586) 783-4500,
or by writing him at 120 North Main Street, Mount Clemens, MI 48043.
Annual Meeting
This years annual meeting of stockholders will be held at 9:00 a.m., on Tuesday, May
18, 2010, at the Concorde Inn Banquet & Convention Center, 44315 Gratiot Avenue,
Clinton Township, MI 48036.
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002CS-1A680