Attached files
file | filename |
---|---|
EX-21 - EX-21 - COMMUNITY SHORES BANK CORP | k49054exv21.htm |
EX-23 - EX-23 - COMMUNITY SHORES BANK CORP | k49054exv23.htm |
EX-32.2 - EX-32.2 - COMMUNITY SHORES BANK CORP | k49054exv32w2.htm |
EX-32.1 - EX-32.1 - COMMUNITY SHORES BANK CORP | k49054exv32w1.htm |
EX-31.1 - EX-31.1 - COMMUNITY SHORES BANK CORP | k49054exv31w1.htm |
EX-31.2 - EX-31.2 - COMMUNITY SHORES BANK CORP | k49054exv31w2.htm |
EX-10.15 - EX-10.15 - COMMUNITY SHORES BANK CORP | k49054exv10w15.htm |
10-K - FORM 10-K - COMMUNITY SHORES BANK CORP | k49054e10vk.htm |
Exhibit 13
COMMUNITY SHORES
BANK
CORPORATION
BANK
CORPORATION
2009 ANNUAL REPORT
DECEMBER 31, 2009
Selected Financial Information
At or For the Year-Ended December 31, | 2009 | 2008 | 2007 | |||||||||
| | | | ||||||||||||
(dollars in thousands, except per share data) |
||||||||||||
Results of Operations: |
||||||||||||
Net interest income |
$ | 6,786 | $ | 6,890 | $ | 7,974 | ||||||
Provision for loan losses |
2,608 | 1,944 | 1,932 | |||||||||
Non-interest income |
1,971 | 2,122 | 1,691 | |||||||||
Non-interest expense |
10,993 | 8,727 | 9,033 | |||||||||
Loss before income tax |
(4,843 | ) | (1,659 | ) | (1,300 | ) | ||||||
Income tax expense (benefit) |
119 | (632 | ) | (528 | ) | |||||||
Net loss |
(4,962 | ) | (1,027 | ) | (772 | ) | ||||||
Financial Condition: |
||||||||||||
Total assets |
231,430 | 255,612 | 273,458 | |||||||||
Total loans |
183,248 | 205,153 | 230,219 | |||||||||
Allowance for loan losses |
3,782 | 4,351 | 3,603 | |||||||||
Securities |
27,491 | 25,380 | 19,822 | |||||||||
Deposits |
198,577 | 219,566 | 237,950 | |||||||||
Federal funds purchased and repurchase agreements |
7,000 | 5,814 | 4,401 | |||||||||
Notes payable and other borrowings |
15,500 | 14,700 | 14,706 | |||||||||
Shareholders equity |
9,740 | 14,946 | 15,614 | |||||||||
Performance Ratios: |
||||||||||||
Return on average assets |
(1.97 | %) | (0.38 | %) | (0.30 | %) | ||||||
Return on average shareholders equity |
(36.34 | ) | (6.55 | ) | (4.71 | ) | ||||||
Net interest margin (tax equivalent) |
3.01 | 2.76 | 3.34 | |||||||||
Efficiency ratio |
125.53 | 96.84 | 93.46 | |||||||||
Per Share Data: |
||||||||||||
Earnings per share basic |
$ | (3.38 | ) | $ | (0.70 | ) | $ | (0.53 | ) | |||
Earnings per share diluted |
(3.38 | ) | (0.70 | ) | (0.53 | ) | ||||||
Book value per share |
6.63 | 10.18 | 10.63 | |||||||||
Capital Ratios of Bank: |
||||||||||||
Tier 1 risk-based capital |
9.15 | % | 9.70 | % | 9.04 | % | ||||||
Total risk-based capital |
10.41 | 10.96 | 10.29 | |||||||||
2
To our Shareholders
The year of the Great Recession was difficult for our Nation, our State, our local
communities, and for your local community bank. In spite of losses sustained in unprecedented
economic conditions, we remain well capitalized and committed to fulfilling a strategically
important role in the financial health of the markets we serve. We continue to focus on
professionally, conscientiously and prudently delivering quality financial services based upon
fundamental, community banking values and principles. These civic minded concepts are the basis
upon which our business model was founded, and they will sustain us as we work toward achieving our
primary objective: returning your Company to profitability.
A Look Back
We knew entering 2009 that it would be a challenging year. The financial crisis, which began
in 2007 and intensified significantly toward the latter half of 2008, showed no signs of abating.
While unable to anticipate the depth of the ensuing downturn, management and your board of
directors recognized that there would likely be an increased level of credit losses. To counteract
this, we continued to implement our strategy of preserving capital through active balance sheet
management. As a result, average earning assets were reduced by 10 percent.
Concurrently, we worked to improve net interest margin, realizing an increase of 25 basis
points over 2008. This was reflective of an upward movement in market rates on credit extended, as
well as a pronounced decrease of 85 basis points in the average rate paid on interest bearing
deposits. Continuing a series of cost cutting measures, we extended our salary and wage freeze and
eliminated the matching contribution on our employee 401(k) plan. Health insurance expenses were
held at 2008 levels through a change in plan options and benefits. In the second quarter, the
Board of Directors eliminated their retainer and meeting fees. These actions resulted in an
additional savings of $423 thousand over 2008.
Asset Valuations
As with most Michigan banks, we experienced elevated levels of past due and troubled credits
throughout 2009. Our Muskegon markets unemployment rate climbed from 10% in July of 2008 to 16.9%
a year later. Fortunately, in tandem with some economic improvement, we appear to have turned the
corner and are now trending downward having declined to an estimated 16.2% at year-end.
Unfortunately, the negative consequences have already been realized on many fronts.
One such consequence was the impact on our local real estate market. We anticipated that this
sector would continue to be stressed, budgeting for higher loan loss provision expenditures as well
as increased legal and collection costs. What we were unable to accurately gage was the severity
of the downward spiral in real property values. While national and local media drew attention to
the problems experienced by homeowners, whose mortgages began to exceed the value of their homes,
little was communicated about the impact on commercial real estate or residential development.
Community Shores Banks total construction and land development loans, as a percentage of
total loans, has historically been lower than that of our peer group; however, the depth and
duration of this poor economic cycle made almost any extension of credit to this sector high risk
and problematic. As conditions continued to deteriorate throughout 2009, the rapidity and severity
of mark to market adjustments became unprecedented. Collateral margins, already depressed, quickly
eroded. As economic recovery begins to take hold in Michigan, there could be subsequent gains on
sale. Were a dreaded double dip in economic conditions to occur, values could, yet again, be
forced downward; although many would argue that real property should maintain some form of
intrinsic value.
3
Opportunities
At this juncture, you too may be attempting to assess the prospects of economic recovery for
Michigan while reflecting upon last years seminal events. Certainly, while recent indicators
paint a picture of slow but ongoing national recovery, the Michigan outlook is tempered by its
historical reliance on the automotive sector and an extremely high unemployment rate. Yet, while
the challenges are surely significant, simple stabilization in the States economy, at or near its
current level, would allow for some guarded optimism about prospects for 2010.
Recent news stories about wrongful foreclosures, highlight the potential for logistical,
oversight and management problems at large, non-community based banks. Regional bank competitors
have decreased activity in our local markets. Many of their credit administration functions,
working with borrowers experiencing financial difficulty, or having had a change in financial
condition, are dealt with out of state or out of the immediate market area by personnel that do not
personally know the customer, the business, our cities, townships and villages.
In contrast, we continue to have local lenders and professional staff, people who know not
only the customer, but their character and history, work extensively with our financially troubled
businesses and individuals. This better enables us to find solutions that work for everyone: the
bank, the customer and ultimately our community. We believe that our commitment to these values
and business practices, those of a locally controlled community bank, provide us with significant
market share potential entering a period of recovery.
The last few years have been painful and we value and thank you for your support. We have
experienced market and economic events the equivalents of which have not been seen since the Great
Depression. Despite the formidable hurdles presented, we have managed through the challenges;
gaining invaluable knowledge in the process. We firmly believe that the way we differentiate
ourselves, under these adverse conditions, clearly sets us apart. It positions us to emerge from
this economic cycle with opportunity and strong prospects for the future.
Sincerely,
Heather D. Brolick
President and CEO
President and CEO
4
COMMUNITY SHORES BANK CORPORATION
Muskegon, Michigan
Muskegon, Michigan
2009 ANNUAL REPORT
CONTENTS
MANAGEMENTS DISCUSSION AND ANALYSIS |
6 | |||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
26 | |||
CONSOLIDATED FINANCIAL STATEMENTS |
||||
CONSOLIDATED BALANCE SHEETS |
27 | |||
CONSOLIDATED STATEMENTS OF INCOME |
28 | |||
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY |
29 | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS |
30 | |||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
31 | |||
SHAREHOLDER INFORMATION |
55 | |||
DIRECTORS AND OFFICERS |
57 |
5
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
INTRODUCTION
Community Shores Bank Corporation (the Company) is a Michigan corporation and is the holding
company for Community Shores Bank (the Bank) and Community Shores Mortgage Company (the Mortgage
Company), a wholly-owned subsidiary of the Bank. On September 27, 2002, the Company created
Community Shores Financial Services (CS Financial Services). In December 2004, a business trust
subsidiary was formed called Community Shores Capital Trust I (the Trust).
The Bank commenced operations on January 18, 1999. The Bank is a Michigan chartered bank with
depository accounts insured by the Federal Deposit Insurance Corporation. The Bank provides a full
range of commercial and consumer banking services in Muskegon County and Northern Ottawa County,
Michigan. The Bank currently has four locations from which to serve the communities of Muskegon and
Grand Haven.
The Mortgage Company, a wholly-owned subsidiary of the Bank, was formed on March 1, 2002 by
transferring a majority of the Banks commercial and residential real estate loans in exchange for
100% of the equity capital of the Mortgage Company. On the day that the Mortgage Company commenced
operations it began originating residential mortgage loans with the intent to sell them to a third
party for a profit. The Bank services all of the portfolio loans held by the Mortgage Company
pursuant to a servicing agreement. Management chose to form the Mortgage Company to provide better
customer service and to increase the profitability of the mortgage function as well as the
consolidated Company.
The Company filed an election to become a financial holding company pursuant to Title I of the
Gramm-Leach-Bliley Act and on September 27, 2002 received regulatory approval. At that time the
Company formed CS Financial Services. Currently the only source of revenue that CS Financial
Services receives is referral fee income from a local insurance agency, Lakeshore Employee
Benefits, formerly Lead Financial. Lakeshore Employee Benefits offers amongst other things
employer-sponsored benefit plans. CS Financial Services has the opportunity to earn a referral fee
for each sale of employer-sponsored benefits that is transacted by Lakeshore Employee Benefits as a
result of a referral made by CS Financial Services. On April 16, 2009, the Company withdrew its
election to be a financial holding company. The election was acknowledged by the Federal Reserve
Bank of Chicago. The passive income derived from CS Financial Services affiliation with Lakeshore
Employee Benefits is unaffected by this change.
In December of 2004, the Company formed Community Shores Capital Trust I, a Delaware business
trust. The Trust is administered by a Delaware trust company, and two individual administrative
trustees who are employees and officers of the Company. The Trust was established for the purpose
of issuing and selling its preferred securities and common securities and used the proceeds from
the sales of those securities to acquire subordinated debentures issued by the Company. A majority
of the net proceeds received by the Company was used to pay down the outstanding balance on the
Companys line of credit. The remaining proceeds were used to contribute capital to the Bank as
well as support the general operating expenses of the Company, including the debt service on the
Companys subordinated debentures.
6
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
The Companys balance sheet declined by $24.2 million in 2009 compared to a decrease of $17.8
million in 2008. In both 2008 and 2009 the Company had consolidated losses stemming from
deterioration in credit quality and the need for large loan loss provisions, devaluation of
foreclosed real estate and escalating credit administration expenses. In spite of the recorded
losses, the Bank remained well
capitalized according to regulatory capital standards in both 2008 and 2009. The Banks total risk
based capital ratio was 10.96% on December 31, 2008 and 10.41% on December 31, 2009. During both
years, the Bank selectively reduced its risk weighted assets to offset the effect of declining tier
1 capital (basically shareholders equity) allowing the ratio to remain above the 10% minimum
required to be well capitalized. Additionally there is limited Bank asset growth projected for
2010. Growth is expected to remain dependent on the Bank achieving a level of profits needed to
support the capital requirements of a well capitalized financial institution. No contributions of
capital are budgeted to occur from the Company. The Company currently has limited resources with
which to support the capital needs of the Bank. The Companys main liquidity resource is its cash
account balance of approximately $1.0 million, however a majority of this is expected to be used to
support its own operational expenses. Because of the uncertainty of the duration of the economic
downturn and the related impact on credit quality and earnings, the Company is considering issuing
subordinated debt. The proceeds would be used as a capital contingency plan for the Bank to help it
maintain a total risk based capital ratio in excess of 10%.
As of December 31, 2009, the Bank had 60 full-time employees and 22 part time employees, a decrease
of 4 full-time positions since December 31, 2008. Management does not anticipate increasing staff
in 2010.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The purpose of this section of the Annual Report is to provide a narrative discussion about the
Companys financial condition and results of operations during 2009. The Managements Discussion
and Analysis of Financial Condition and Results of Operations as well as disclosures found
elsewhere in the Annual Report are based upon the Companys consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United
States of America. The preparation of these financial statements requires the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. One material estimate that is particularly susceptible to significant change in the near
term relates to the determination of the allowance for loan losses. Actual results could differ
from the estimate.
Allowance for loan losses. The allowance for loan losses is maintained at a level believed adequate
by management to absorb probable incurred losses inherent in the consolidated loan portfolio.
Managements evaluation of the adequacy of the allowance is an estimate based on reviews of
individual loans and loan groupings, assessments of the impact of current and anticipated economic
conditions on the portfolio and historical loss experience. See the Financial Condition section of
Managements Discussion and Analysis and Notes 1 and 3 to the Companys consolidated financial
statements for additional information.
7
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Management believes the accounting estimate related to the allowance for loan losses is a critical
accounting estimate because (1) the estimate is highly susceptible to change from period to period
because of assumptions concerning the changes in the types and volumes of the portfolios and
anticipated economic conditions and (2) the impact of recognizing an impairment or loan loss could
have a material effect on the Companys assets reported on the balance sheet as well as its net
income. Management has discussed the development of this critical accounting estimate with the
Board of Directors, and the Audit Committee.
Income Taxes. Income taxes are accounted for under the asset and liability method, which requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements. Under this method, deferred tax assets
and liabilities are determined based on the differences between the financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The effect of a change in tax rates on deferred tax assets
and liabilities is recognized in income in the period that includes the enactment date.
The Company adopted guidance issued by the FASB with respect to accounting for uncertainty in
income taxes as of January 1, 2007. A tax position is recognized as a benefit only if it is more
likely than not that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount recognized is the largest amount of tax benefit
that is greater than 50% likely of being realized on examination. For tax positions not meeting the
more likely than not test, no tax benefit is recorded. The adoption had no effect on the
Companys consolidated financial statements.
Net deferred tax assets are recorded to the extent it is believed that they will more likely than
not be realized. In making such a determination, all available positive and negative evidence is
considered, including scheduled reversals of deferred tax liabilities, projected future taxable
income, tax planning strategies and recent financial operations. In the event it is determined
that deferred income tax assets are in excess of their realizable amount, an adjustment to the
valuation allowance would be made which would increase the provision for income taxes.
In determining the possible realization of deferred tax assets, future taxable income from
operations exclusive of reversing temporary differences and tax planning strategies that, if
necessary, would be implemented to accelerate taxable income into periods in which net operating
losses might otherwise expire is considered.
Interest and penalties related to unrecognized tax benefits are recognized within the federal
income tax expense (benefit) line in the accompanying consolidated statements of income. Accrued
interest and penalties are included within the related tax liability line in the consolidated
balance sheets.
Foreclosed Assets. Foreclosed assets are acquired through or instead of loan foreclosure and are
initially recorded at fair value less estimated selling costs when acquired, establishing a new
cost basis. During the time that foreclosed assets are waiting to be sold, there will be occasions
that the Bank will need to reevaluate the individual market values of each asset. If there is
evidence that the fair value has declined since the last evaluation, the Bank will incur an
impairment charge in order to properly reflect the estimated fair value of the asset at the end of
the reporting period. On a quarterly basis, the Banks Credit
8
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Department analyzes foreclosed asset values to
determine the level at which they should be held on our books.
FORWARD-LOOKING STATEMENTS
This discussion and analysis of financial condition and results of operations, and other sections
of the Annual Report contain forward-looking statements that are based on managements beliefs,
assumptions, current expectations, estimates and projections about the financial services industry,
the economy, and about the Company, the Bank, the Mortgage Company and CS Financial Services.
Words such as anticipates, believes, estimates, expects, forecasts, intends, is
likely, plans, projects, variations of such words and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements are intended to be
covered by the safe-harbor provisions of
the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions (Future Factors) that
are difficult to predict with regard to timing, extent, likelihood and degree of occurrence.
Therefore, actual results and outcomes may materially differ from what may be expressed or
forecasted in such forward-looking statements. The Company undertakes no obligation to update,
amend, or clarify forward-looking statements, whether as a result of new information, future events
(whether anticipated or unanticipated), or otherwise.
Future Factors include, among others, changes in interest rates and interest rate relationships;
demand for products and services; the degree of competition by traditional and non-traditional
competitors; changes in banking regulation; changes in tax laws; changes in prices, levies, and
assessments; the impact of technological advances; governmental and regulatory policy changes; the
outcomes of contingencies; trends in customer behavior as well as their ability to repay loans;
changes in the national and local economy; devaluation of real property; the ability of the Company
to borrow money or raise additional capital to maintain or increase its or the Banks capital
position or to support future growth; and other factors, including risk factors, referred to from
time to time in filings made by the Company with the Securities and Exchange Commission. These are
representative of the Future Factors that could cause a difference between an ultimate actual
outcome and a preceding forward-looking statement.
2009 OVERVIEW
The Companys total assets declined by 9.5% to $231.4 million at December 31, 2009 and there was a
net loss recorded of $4,962,000. For 2009, diluted losses per share of the Company were $3.38.
Calculated loan loss provision escalated due to an increase in impaired and non-performing loans.
Conversely, the Companys overall net interest margin increased 25 basis points because of a
reduction in the Companys cost of funds. Mortgage related non-interest income was comparable in
spite of the slumping real estate market. The Bank realized gains from selling investments in the
first half of the year. Operating expenses rose dramatically because of increased burdens
associated with troubled credit relationships and declining values on foreclosed asset holdings.
There were two significant income tax transactions. The first one occurred in the second quarter.
The Company created a full valuation allowance on its deferred tax assets.
9
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
The second transaction was the recording of a current period Federal tax benefit as a result of the extension of the loss
carryback period for Federal income taxes.
FINANCIAL CONDITION
Total assets decreased by $24.2 million to $231.4 million at December 31, 2009 from $255.6 million
at December 31, 2008. The reduction in assets was mainly attributable to a $23.2 million decrease
in loans (held for sale and portfolio).
Cash and cash equivalents decreased by $2.9 million to $2.8 million at December 31, 2009 from $5.7
million at December 31, 2008. The decrease was a result of lower balances on deposit at the Federal
Reserve Bank of Chicago (FRB) and at the Banks main correspondent account on the last business
day of 2009 compared to the last business day of 2008. Over the last couple of years, the core
principals of cash management have been greatly affected by the current rate environment and the
need to preserve capital. Prior to 2008, the FRB did not pay interest on excess balances on
deposit. In 2008, the FRB began
paying interest at a rate that most often exceeded the average federal funds sold rate.
Additionally, balances held at the FRB are given a preferential risk rating when computing risk
based capital ratios. Throughout the second half of 2008 and most of 2009, excess cash was held in
the Banks FRB account.
Securities increased by $2.1 million during 2009. The activity included purchases of $13.3 million,
maturities and calls of $5.7 million and sales of $5.4 million. The net gain associated with the
sales was $269,000. During the first half of the year, the Company implemented a strategy to
realize market value gains within its securities portfolio to supplement earnings and capital. At
year-end 2009 there were securities with a market value of $26.1 million pledged to secure public
fund customers, the Federal Reserve Discount Window (Discount Window), Federal Home Loan Bank
(FHLB) advances, customer repurchase agreements, and treasury tax and loan balances. This was an
increase of $0.8 million over 2008. The Bank strives to have roughly 10% of its investment
portfolio unpledged. On December 31, 2009, 5.5% of investments were unencumbered. On December 31,
2008, less than 1% was unencumbered. In order to provide opportunity for additional pledging, to
secure access to future liquidity and to maximize the return on the Banks deposits, securities are
being strategically purchased. It is likely that the Bank will make additional security purchases
in 2010.
The fair value of investments has received much scrutiny over the past two years. The plight of the
bond market in general and the weakened position of several government sponsored entities have
affected market values. The market values of the Banks investment portfolio have been analyzed. At
year end 2009, there was only one security with an unrealized loss. The security is not deemed to
have other-than- temporary impairment. At December 31, 2009, the unrealized losses totaled
approximately $3,000 on securities with an amortized cost of $241,000. To reduce exposure to loss
(both realized and unrealized) the investment policy has prudent diversification principles; one of
them being issuer concentration. There were no holdings of securities of any one issuer, other than
the U.S. Government and federal agencies, in an amount greater than 10% of the Banks shareholders
equity.
10
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Loans, including held for sale and portfolio loans, decreased 11% since year-end 2008. This is the
same percentage that loans decreased in 2008. Loans held for sale were $1.1 million at December 31,
2009; down from $2.4 million at December 31, 2008. Loans held for sale reflect residential
mortgages and Small Business Administration (SBA) loans that have been originated and are in the
process of being sold to an investor. Portfolio loan balances were $183.2 million at December 31,
2009 down from $205.2 million at December 31, 2008.
Decreases to the commercial and commercial real estate portfolios comprised 76% of the total
decline but there were decreases to nearly every category of loans. Residential real estate was the
only loan classification that increased. Increases to the residential loan portfolio were $2.4
million from December 31, 2008 to year-end 2009. Although the reduction in total loans outstanding
was significant, the commercial oriented concentration of the portfolio did not change. At December
31, 2009, the concentration of commercial and commercial real estate loans was 77% of the Banks
total loan portfolio, the same as year-end 2008. The economic condition of the country in general
and Michigan specifically has called for an enhanced Company-wide credit risk management program.
Simply put credit risk is the risk of borrower nonpayment typically on loans although it can be
applicable to the investment portfolio as well. In both cases, avoiding portfolio concentrations in
any one type of credit or in a specific industry helps to decrease risk; however, the risk of
nonpayment for any reason exists with respect to all loans and
investments. The Bank recognizes that credit losses will be experienced and will vary with, among
other things, general economic conditions; the creditworthiness of the borrower over the term of
the debt; and in the case of a collateralized loan, the quality of the collateral.
There is a very detailed process that has been developed by the Bank to estimate credit risk. The
balance in the allowance for loan losses is based on managements estimation of probable incurred
credit losses. The estimation is the result of loan portfolio analysis completed utilizing a
detailed methodology prescribed in the Banks credit policy. The loan portfolio is reviewed and
analyzed on a regular basis for the purpose of estimating probable incurred credit losses. The
analysis of the allowance for loan losses is comprised of two portions: general credit allocations
and specific credit allocations. General credit allocations are made to various categories of loans
based on loan ratings, delinquency trends, historical loss experience as well as current economic
conditions. The specific credit allocation includes a detailed review of a borrower and its entire
relationship resulting in an allocation being made to the allowance for that particular borrower.
A loan becomes specifically identified when, based on current information and events related to
that particular borrower, it is probable that the Company will be unable to collect the scheduled
payments of principal and interest according to the contractual terms of the loan agreement.
The allowance for loan losses is adjusted accordingly to maintain an adequate level based on the
conclusion of the general and specific analysis. There are occasions when a specifically identified
loan requires no allocated allowance for loan losses. To have no allocated allowance for loan loss,
a specifically identified loan must be well secured and have a collateral analysis that supports a
loan loss reserve allocation of zero.
11
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
At December 31, 2009, the allowance for loan losses totaled $3.8 million. The ratio of allowance to
gross loans outstanding decreased to a level of 2.06% at December 31, 2009 compared to 2.12% at
year-end 2008. At December 31, 2009, the allowance contained $1,727,000 in specific allocations for
impaired loans whereas at December 31, 2008 there was $2,465,000 specifically allocated. During
2009, the Bank chose in many cases to charge off a portion of several loans that had specific
allocations; leaving the remaining loan balance requiring no reserves. As a result, impaired loans
requiring no allocations increased by $2.3 million and year over year charge offs increased
significantly. In 2009, there were charge offs made of $1.9 million (58% of total charge offs)
related to loans that held specific reserves at year end 2008.
The total of all allocations included in the allowance by loan class at December 31, 2009 and 2008
was as follows:
2009 | 2008 | |||||||||||||||
Percent of | Percent of | |||||||||||||||
Loans in | Loans in | |||||||||||||||
Category to | Category to | |||||||||||||||
Balance at End of Period | Amount | Total Loans | Amount | Total Loans | ||||||||||||
Commercial |
$ | 1,529,470 | 38.1 | % | $ | 2,640,269 | 37.4 | % | ||||||||
Real estate commercial |
1,828,022 | 38.5 | 1,237,913 | 39.6 | ||||||||||||
Real estate residential |
91,532 | 10.2 | 104,033 | 7.9 | ||||||||||||
Real estate construction |
17,461 | 0.8 | 49,667 | 1.9 | ||||||||||||
Consumer |
315,647 | 12.4 | 319,021 | 13.2 | ||||||||||||
Total |
$ | 3,782,132 | 100.0 | % | $ | 4,350,903 | 100.0 | % | ||||||||
The methodology used to determine the adequacy of the allowance for loan losses is consistent with
the prior year. However, in light of the current deterioration in credit quality, the Bank
continues to enhance the process employed to calculate its historical loss migration as well as its
process to evaluate collateral in the case of a specifically identified credit. Management will
continue to monitor the allocation and make necessary adjustments based on portfolio concentration
levels, actual loss experience, the financial condition of the borrowers and the economy.
Another factor considered in the assessment of the adequacy of the allowance is the quality of the
loan portfolio from a past due standpoint. Due to a variety of causes, the Bank observed a year
over year increase in overall past due and non-accrual loans of $1,000,000 with a majority of the
increase occurring in the non-accrual category.
12
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
December 31, | December 31, | Increase | |||||||||||
Loans Past due: | 2009 | 2008 | (Decrease) | ||||||||||
30-59 days |
$ | 1,317,000 | $ | 3,182,000 | $ | (1,865,000 | ) | ||||||
60-89 days |
882,000 | 1,257,000 | (375,000 | ) | |||||||||
90 days and greater |
982,000 | 80,000 | 902,000 | ||||||||||
Non-accrual notes |
8,118,000 | 5,780,000 | 2,338,000 |
Loans past due 30-59 days decreased $1.9 million since year end 2008. Bank staff is working
diligently with customers to keep the level of past due payments down. This level of communication
often assists lenders in proactively identifying troubled credits early which helps to minimize the
magnitude of loss in some cases. In addition to our lenders, the Bank has two full-time employees
dedicated to overseeing past due customer relationships. As a result of this diligence, the average
number of days past due of the loans in the 30-59 day category was 41 compared to 43 days in 2008.
Additionally, it is important to note that 38% of the aggregate total of loans past due 30-59 days
at 2009 year-end had paid current by January 31, 2010.
The 60-89 day category decreased $375,000 since year-end 2008. The average number of days past due
of the loans in the 60-89 day category was 71 compared to 76 days in 2008. A majority of the past
due balances in this category were retail loans; only 38% of the total balance past due was
commercial. Nonetheless, most of the collateral associated with these past due notes is real
estate.
Notes 90 days and greater past due increased $902,000 since year-end 2008. One loan comprising 75%
of the total past due at December 31, 2009, was brought current by January 31, 2010. The underlying
collateral of this note is two mobile home parks. The Bank has been working with the borrower since
the fall to come up with a plan for temporary payment relief to help improve the business
operating cash flow and allow loan payments to be timelier. The Bank successfully negotiated a
temporary debt restructure in January. In exchange for the new one year agreement, the borrower
pledged more collateral. Based on conservative collateral analysis, this loan required no reserve
coverage at the end of 2009. The new borrowing terms are for a period of twelve months. This loan
will be closely monitored during this time.
Non-accrual notes increased $2.3 million year over year. Approximately 27% of the total in this
category are land development loans. The weak real estate market in Michigan has had a profound
effect on this industry. A good portion of the other non-accrual notes are secured by developed
real estate. The Bank is in various stages of foreclosure on properties that secure some of the
notes. At December 31, 2009, there were specific allocations of $1.2 million in the allowance for
any estimated collateral deficiency on the total non-accrual loan balance. It is anticipated that
the foreclosed assets category of the Banks balance sheet will increase as the foreclosure period
ends on these loans and the collateral is marketed for sale by the Bank.
In addition to the specifically identified impaired loans quantified in Note 3, the Bank also has
other potentially problem loans of approximately $9.8 million which are currently performing but
management
13
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
has classified them in categories that
will subject them to a higher level of scrutiny. These
particular classifications relate to specific concerns for each individual borrower and do not
relate to concentration risk for a particular industry. The classification of these loans,
however, does not necessarily imply that management expects losses but that the nature of the
borrowers projects in the current economic environment deserve closer monitoring.
In addition to the rise in past due and non-accrual loans from 2008 to 2009, the ratio of net
charge-offs to average loans rose to 1.64% in 2009 from .54% in 2008. Net charge-offs increased
$1,980,000. The principal balances of these charge-offs aggregated $3.2 million, which is up from
$1.3 million charged-off in 2008. During 2009, 72 loans were charged-off compared to 58 loans in
2008.
With the rise in non-performing loans, a solid credit process is essential. Management has an
experienced officer leading the Banks credit area. All lenders are focused on working with current
customers to improve the quality of the Banks loan portfolio.
Bi-weekly meetings occur among loan
personnel to discuss identified weak credits. In addition to frequent internal loan review
sessions, the Bank expanded the third party credit review engagement. In addition to more coverage,
the review is now split into two sessions to assist in capturing the effects of the rapidly
changing credit environment.
Foreclosed assets increased $557,000 from December 31, 2008 to December 31, 2009. There are 34
properties that are currently being held by the Bank compared to 23 at year-end 2008. The largest
addition totals nearly $1.5 million. The property consists of undeveloped land located in Muskegon
County. The value of the property at December 31, 2009 was based on a current appraisal by an
independent third party appraiser. During 2009, eight properties were sold. The proceeds from the
sales aggregated to $392,000. There were losses of $74,000 on these transactions. On a quarterly
basis, the Banks Credit Department analyzes other real estate property values to determine the
level at which they should be held on our books. These valuation adjustments amounted to $1.9
million in 2009. With the unstable real estate market, the increased holdings, and the increased
duration these assets are likely to stay on the balance sheet, additional valuation adjustments are
possible if real estate values continue to decline.
Other assets declined by $686,000 from year end 2008 to year end 2009. Deferred tax assets are
included in the other asset category. Accounting guidance requires that companies assess whether a
valuation allowance should be established against their deferred tax assets based on the
consideration of all available evidence using a more likely than not standard. In accordance with
the accounting guidance, the Company reviewed the components of its deferred tax asset and on June
30, 2009 determined that a full valuation allowance should be established. The decision was based
on the profitability trend of the Bank since 2007 and the uncertainty of the duration of the
current economic environment. The valuation allowance reduced other assets by $986,000.
Deposit balances were $198.6 million at December 31, 2009, down from $219.6 million at December 31,
2008. Increases in non-interest-bearing demand deposit accounts were more than offset by decreases
in the balances of interest-bearing accounts.
14
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Non-interest-bearing balances were $24.9 million at December 31, 2009; a year over year increase of
$5.7 million or 30.0% and the number of non-interest-bearing demand accounts rose by 6% in the same
time period. Bank-wide incentive programs have targeted growing these types of deposits. Another
possible reason for the growth is changes to the Federal Deposit Insurance Corporations (FDIC)
insurance programs. During the fourth quarter of 2008, the FDIC temporarily increased its deposit
insurance coverage from $100,000 to $250,000. The temporary increase was scheduled to end on
December 31, 2009. In the fourth quarter of 2009, it was extended until December 31, 2013.
Additionally, for those banks that opted in, there is a FDIC program developed which provided
unlimited insurance coverage on non-interest demand deposit accounts and interest-bearing demand
accounts that earn .50% or less. The program is called the Temporary Liquidity Guarantee Program
(TLGP). The Bank opted to participate in the program on December 5, 2008 to provide its customers
with as many alternatives as possible to protect their deposits. This program has a sunset date of
June 30, 2010. Based on the widespread opinions in the banking community, it does not appear to be
likely that the TLGP will be extended. If the TLGP is extended, it is likely that there will be a
decrease in non-interest-bearing balances in the second half of 2010. Customers with balances in
excess of the $250,000 FDIC insurance limit may withdraw funds in order to maximize their insurance
coverage.
Interest-bearing demand accounts, consisting of both checking and money market, increased 33.9%
during the year. The combined balances were $47.0 million at December 31, 2009 and $35.1 million at
year-end 2008. Ninety-five percent of the $11.9 million of
recorded growth was in the interest bearing checking category. Most interest bearing checking accounts had offering rates below the
TLGP qualifying level during 2009. The unlimited insurance coverage is believed to be largely
responsible for the dramatic increase between year end 2008 and year end 2009. Similar to the
expectation for non-interest-checking balances, it is also assumed
that interest-bearing-checking
balances will experience a decrease in the second half of 2010 when the TLGP ends.
Savings accounts were down $2.3 million between the two year-end periods of 2009 and 2008. The
balance at December 31, 2009 was $8.6 million. In addition to there being fewer customers in the
Premium Sweep Savings product between year end 2008 and 2009, existing customers had lower balances
at the like period ends.
Time deposits fell by $36.4 million. The decrease was comprised of local time deposits decreasing
by $9.8 million and brokered deposits decreasing by $26.6 million. Brokered deposits are time
deposits received from depositors located outside of our market area and are placed with the Bank
by a deposit broker. Many factors and circumstances are considered when the Bank chooses to solicit
brokered time deposits including short term liquidity projections and overall cost relative to
local deposits. At December 31, 2009, approximately 26% of the Banks total deposits reported were
brokered compared to 36% a year earlier. The Bank used a significant portion of the proceeds from
declining loan balances to decrease its concentration of brokered deposits.
Non-deposit funding sources at December 31, 2009 and 2008 for the Bank included repurchase
agreements and FHLB advances. Another source available is borrowings
from the Discount Window.
15
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Typically fluctuations in the Banks daily liquidity position drive borrowings from the Discount
Window. The Bank has roughly $17.5 million of borrowing capacity at the Discount Window to support
unforeseen short-term liquidity fluctuations. To secure Discount Window borrowings, the Bank has
pledged securities with a market value of $6.9 million and eligible home equity loans totaling
$10.6 million.
Repurchase agreement balances were $7.0 million at December 31, 2009, an increase of $1.2 million
since the same period end in 2008. A repurchase agreement is treated like a short-term borrowing of
the Bank. To secure the short-term borrowing (repurchase agreement), balances held by customers are
typically collateralized by high quality government securities held within the Banks security
portfolio. The balance increase was due to one customer having over $1.5 million more in his
account while other customers reduced their carrying balances between the two year-end periods.
As of the end of 2009, the Bank had the same three advances totaling $6.0 million from the FHLB
outstanding as was reflected at December 31, 2008. The balance consists of three separate notes,
which are all putable advances. All three instruments currently have rates ranging from 5.10% to
5.99% and are eligible to convert to a floating rate index at the option of the FHLB (put option).
The option is contractually available to the FHLB once each quarter. If the option is exercised,
the advance will convert to a floating rate based on a spread to LIBOR. In the event that the FHLB
exercises its option and the note is converted, the Bank has the opportunity to repay the advance
at that time with no prepayment fee. The applicable LIBOR rates are monitored every quarter by
management to assess the likelihood of the FHLB converting any of the three notes. All three
advances mature in 2010. Given the current rate environment and managements outlook for the next
fiscal year it is unlikely that the advances will be called prior to their maturities. See Note 8
to the Companys Consolidated Financial Statements for further information on the individual
maturity dates and outstanding principal. The Bank has no plans to renew the debt.
Subordinated debentures outstanding at December 31, 2008 and 2009 remained at $4.5 million. On
December 17, 2004, the Trust, a business trust subsidiary of the Company, using the proceeds from
the sale of 4,500 Cumulative Preferred Securities (trust preferred securities) at $1,000 per
security, purchased an equivalent amount ($4.5 million) of subordinated debentures from the
Company. Similar to the rate on the trust preferred securities, the subordinated debentures carry a
floating rate of 2.05% over the 3-month LIBOR and was initially set at 4.55125%. The stated
maturity is December 30, 2034. Interest payments on the subordinated debentures are payable
quarterly on March 30th, June 30th, September 30th and December
30th. The most recent payment was made on December 30, 2009. The current rate of
interest is 2.30063%. Under applicable Federal Reserve Board guidelines, the trust preferred
securities constitute a restricted core capital element. The guidelines provide that the aggregate
amount of restricted core elements that may be included in tier 1 capital must not exceed 25% of
the sum of all core capital elements, including restricted core capital elements, net of goodwill
less any associated deferred tax liability. Any remaining amount is treated as tier 2 capital for
risk-based capital purposes. At December 31, 2009, $3.615 million of the $4.5 million qualified for
tier 1 capital at the Company and $885,000
qualified as tier 2. At December 31, 2008, all but $39,000 of the $4.5 million qualified for tier 1
capital at the Company.
16
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
The Company had a $5.0 million revolving line of credit with Fifth Third Bank (Fifth Third)
secured by the common stock of the Bank. The total balance outstanding at December 31, 2008 was
$4,200,000. On May 5, 2009, the Company made a draw of $800,000 advancing the line fully. The
revolving line of credit and its $5.0 million outstanding principal balance was converted to a term
loan on December 18, 2009. The debt is still secured by the common stock of the Bank however, the
rate did increase. The outstanding principal bears interest at a rate of 275 basis points above
Fifth Thirds prime rate; 175 basis points more than before. The current interest rate on the
outstanding principal balance is 6.00% compared to 4.25% prior to refinancing. The maturity date
of the term loan is January 3, 2011. The loan is not amortizing. Interest is payable quarterly in
arrears on the last business day of March, June, September, and December. The term loan may be
prepaid in whole or in part without any prepayment fee. The term loan includes covenants requiring
maintenance of certain capital positions, availability of cash, levels of non-performing loans and
assets beginning in March 2010, and return on asset ratios beginning in June 2010. The Company was
in compliance with all required financial covenants at December 31, 2009 and expects to meet the
required quarterly covenants until the loan matures in early 2011.
In 2009, Shareholders equity decreased by a net amount of $5.2 million. The Companys 2009
consolidated loss was $4,962,000. Additionally there was a decrease in accumulated comprehensive
income of $244,000 from a decline in the market value of the investment portfolio.
RESULTS OF OPERATIONS
The Company recorded a net loss for 2009 of $4,962,000 which was $3,935,000 more than the net loss
of $1,027,000 recorded a year earlier. The difference represents a 383% decrease in earnings. On a
per share basis there was a decline of $2.68, as the Companys diluted earnings per share decreased
from $(0.70) in 2008 to $(3.38) in 2009. The Company had a retained deficit of $3.7 million at
December 31, 2009 compared to retained earnings of $1.2 million at December 31, 2008. The losses
in both years translated into poor operating ratios. The table below illustrates three key
performance measures for the years ended December 31, 2009 and 2008:
2009 | 2008 | |||||||
Return on average assets |
(1.97 | )% | (0.38 | )% | ||||
Return on average shareholders equity |
(36.34 | ) | (6.55 | ) | ||||
Average equity to average assets |
5.42 | 5.83 |
There were similar contributing factors to the losses in both years deteriorating credit quality,
declining property values and increased credit administration expenses. To offset some of these
less controllable economic events, the Company continued its cost cutting measures and focused
largely on improving the Banks deposit mix which helped increase the net interest margin. This is
contrary to net interest margin compression in 2008.
17
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
For 2009, net interest income was $6.8 million compared to $6.9 million for 2008. The change
represents a 2% decrease compared to 2008s results. Interest income generated during the year was
derived from the loan portfolio, the securities portfolio and interest-bearing correspondent
accounts. The loan portfolio makes up roughly 84% of the Companys earning assets and its income
provided 81% of the Companys annual revenue in 2009, thus making its composition critically
important from an interest rate risk standpoint. The Company attempts to mitigate interest rate
risk in its loan portfolio in many ways. Two of the methods used are to balance the rate
sensitivity of the portfolio and to avoid extension risk. At December 31, 2009, there were 74% of
the loan balances carrying a fixed rate and 26% a floating rate. Since December 31, 2008, the
proportion of fixed rate loans in the portfolio increased nine percent. Some of the shift is a
factor of the types of loans that paid off during the year, mostly commercial and commercial real
estate; however there has been a shift in customer preference since 2007 when interest rates were
dramatically declining. Future interest rate movements are not foreseen in the short term however,
it is widely believed that eventually rates will begin to increase. Too many fixed rate loans in a
rising rate environment can be detrimental to earnings. A more equitable balance between fixed and
floating rate loans is useful for protecting net interest income during upward or downward
movements in rates. Management strives to optimize the repricing mix in an effort to protect the
earnings of the Company but the duration of this low rate environment has had a notable impact on
these internal goals.
Avoidance of extension risk is the other important means to mitigate interest rate risk. In periods
of low interest rates it is generally not advantageous for a financial institution to book
long-term, fixed rate notes like 15 or 30 year residential mortgage loans. Since the Bank enhanced
its mortgage line of business in 2007 the intention has been to sell 75-90% of all long-term
residential mortgages originated. For the last two years residential loan sales have been closer to
71% of the total originated. With the instability in the housing market from a valuation and credit
risk standpoint it has been difficult to maintain a large variety of third party vendors that are
willing to purchase the loans. As such, more loans will be retained in the Banks portfolio. The
growth in 2010 is not expected to markedly change the maturity distribution of the Banks total
loan portfolio. At December 31, 2009, the maturity distribution of the Banks loan portfolio was
relatively balanced between short-term (less than one year) and long-term (greater than one year)
maturities.
18
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
The contractual loan maturities and rate sensitivity of the loan portfolio at December 31, 2009
have been included below:
Within | Three to | One to | After | |||||||||||||||||
Three | Twelve | Five | Five | |||||||||||||||||
Months | Months | Years | Years | Total | ||||||||||||||||
Commercial, financial and other |
$ | 15,165,997 | $ | 31,069,698 | $ | 21,712,439 | $ | 1,914,296 | $ | 69,862,430 | ||||||||||
Real estate commercial |
9,806,545 | 17,393,445 | 41,532,832 | 1,771,577 | 70,504,399 | |||||||||||||||
Real
estate construction |
415,058 | 586,969 | 111,371 | 404,980 | 1,518,378 | |||||||||||||||
Real estate
mortgages |
125,155 | 419,832 | 2,583,197 | 15,497,390 | 18,625,574 | |||||||||||||||
Consumer |
1,566,399 | 2,681,852 | 13,925,785 | 3,966,426 | 22,140,462 | |||||||||||||||
Credit cards |
67,006 | 208,321 | 321,257 | 0 | 596,584 | |||||||||||||||
$ | 27,146,160 | $ | 52,360,117 | $ | 80,186,881 | $ | 23,554,669 | $ | 183,247,827 | |||||||||||
Loans at fixed rates |
$ | 13,707,202 | $ | 25,149,155 | $ | 73,795,207 | $ | 23,158,052 | $ | 135,809,616 | ||||||||||
Loans at variable rates |
13,438,958 | 27,210,962 | 6,391,674 | 396,617 | 47,438,211 | |||||||||||||||
$ | 27,146,160 | $ | 52,360,117 | $ | 80,186,881 | $ | 23,554,669 | $ | 183,247,827 | |||||||||||
For 2009, average earning assets decreased by 10% or $24.7 million. A portion of the decrease was
in interest-bearing balances at other financial institutions where the average balance decreased
$4.8 million and the average rate earned in 2009 was 0.38%; a decrease of 117 basis points compared
to 2008. The Banks on balance sheet liquidity decreased during the year as the Bank absorbed over
$26.6 million in brokered time deposit maturities utilizing its excess deposits at correspondents
as well as the proceeds from loan payoffs. Given the fact that most interest-bearing accounts at
other financial institutions currently earn around 0.25% or less, it was prudent to deplete cash
(on balance sheet liquidity) in order to rid the balance sheet of high costing deposits.
For a variety of reasons the Bank increased its investment portfolio during 2009. The average of
this earning asset group increased $7.6 million over 2008. The increased holdings added $69,000 to
interest income; conversely the average rate earned on the investment portfolio declined 110 basis
points. Higher yielding bonds were sold in the first half of the year and the associated gains were
taken into income. The bonds purchased to replace those sold were priced at current market rates
which are much lower.
Average loans outstanding decreased $27.5 million during 2009. In addition to fewer loans on the
books, the average rate earned on the loan portfolio declined 38 basis points. A portion of the
difference can be attributed to a 33 basis point difference in the internal prime lending rate
between the years. Fewer loans outstanding and a lower prime lending rate between 2008 and 2009
produced $2.6 million less interest income. Also included in the loan interest outcome is the
reversal of $231,000 of interest income for loans that were either charged-off or put on
non-accrual status in the year. The interest reversal had a 12 basis point effect on the average
rate earned on loans. Currently, the Banks internal prime lending rate is 5%; 175 basis points
higher than the Wall Street Journal prime rate. Management believes that it is not prudent to
reduce the internal prime lending rate given the escalated credit risk in the marketplace and the
high cost of funds in the Banks local market.
19
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Interest-bearing liabilities are made up of deposits, Discount Window borrowings, repurchase
agreements, FHLB advances, notes payable and subordinated debentures. These average
interest-bearing liabilities decreased 8% or $17.9 million during 2009. The average rate paid on
funding costs decreased 87 basis points year over year. The largest
category of interest-bearing
liabilities is deposits. The Bank reduced its blended rate paid on deposits by 85 basis points year
over year. A majority of the progress achieved was on time deposits, the largest deposit category
and typically the most expensive. In 2009, $75 million in time deposits with an average rate of
3.98% matured and were either not renewed or repriced to current market rates which were over 200
basis points lower. There are similar repricing opportunities for 2010. Over the next twelve
months, $65 million in time deposits (33% of total deposits) will reprice to current market rates
which are currently over 150 basis points lower.
Some of the factors affecting both net interest spread and net interest margin were mentioned
above, including the mix of interest-earning assets and the interest rate sensitivity of the
various categories. To illustrate the Companys condition, the following table sets forth certain
information relating to the Companys consolidated average interest-earning assets and
interest-bearing liabilities and reflects the average yield on assets and average cost of
liabilities for the period indicated. Such yields and costs are derived by dividing income or
expenses by the average daily balance of assets or liabilities, respectively, for the periods
presented:
20
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Years Ended December 31: | ||||||||||||||||||||||||
2009 | 2008 | |||||||||||||||||||||||
Average | Average | Average | Average | |||||||||||||||||||||
Balance | Interest | Yield/Rate | Balance | Interest | Yield/Rate | |||||||||||||||||||
Assets |
||||||||||||||||||||||||
Federal
funds sold and interest-bearing deposits with banks |
$ | 8,883,563 | $ | 34,022 | 0.38 | % | $ | 13,646,704 | $ | 211,377 | 1.55 | % | ||||||||||||
Securities 1, 2 |
28,101,164 | 1,095,665 | 3.90 | 20,537,446 | 1,026,260 | 5.00 | ||||||||||||||||||
Loans3 |
193,354,546 | 12,297,691 | 6.36 | 220,856,974 | 14,884,209 | 6.74 | ||||||||||||||||||
230,339,273 | 13,427,378 | 5.83 | 255,041,124 | 16,121,846 | 6.32 | |||||||||||||||||||
Other assets |
21,829,189 | 13,791,580 | ||||||||||||||||||||||
$ | 252,168,462 | $ | 268,832,704 | |||||||||||||||||||||
Liabilities and Shareholders Equity |
||||||||||||||||||||||||
Interest-bearing deposits |
$ | 193,243,953 | $ | 5,749,296 | 2.98 | $ | 214,546,984 | $ | 8,208,550 | 3.83 | ||||||||||||||
Federal funds purchased and
repurchase agreements |
7,640,761 | 59,065 | 0.77 | 4,788,721 | 67,762 | 1.42 | ||||||||||||||||||
Subordinated debentures,
notes payable and FHLB advances |
15,228,219 | 690,454 | 4.53 | 14,700,512 | 803,613 | 5.47 | ||||||||||||||||||
216,112,933 | 6,498,815 | 3.01 | 234,036,217 | 9,079,925 | 3.88 | |||||||||||||||||||
Noninterest-bearing deposits |
21,694,511 | 18,365,460 | ||||||||||||||||||||||
Other liabilities |
703,732 | 747,765 | ||||||||||||||||||||||
Shareholders Equity |
13,657,286 | 15,683,262 | ||||||||||||||||||||||
$ | 252,168,462 | $ | 268,832,704 | |||||||||||||||||||||
Net interest income (tax equivalent basis) |
6,928,563 | 7,041,921 | ||||||||||||||||||||||
Net interest spread on earning assets (tax equivalent basis) |
2.82 | % | 2.44 | % | ||||||||||||||||||||
Net interest margin on earning assets (tax equivalent basis) |
3.01 | 2.76 | ||||||||||||||||||||||
Average
interest-bearning assets to average interest-bearing
liabilities |
106.58 | 108.98 | ||||||||||||||||||||||
Tax equivalent adjustment |
142,727 | 151,684 | ||||||||||||||||||||||
Net interest income |
$ | 6,785,836 | $ | 6,890,237 | ||||||||||||||||||||
As displayed in the preceding table, in 2009 the Companys net interest spread (tax
equivalent) improved by 38 basis points, from 2.44% in 2008 to 2.82% in 2009, and the Companys net
interest margin (tax equivalent) on earning assets increased by 25 basis points. The margin was
3.01% for the twelve months ended December 31, 2009 and 2.76% for the twelve months ended December
31, 2008.
1 | Includes Federal Home Loan Bank Stock. | |
2 | Adjusted to a fully tax equivalent basis. | |
3 | Includes loans held for sale and non-accrual loans. |
21
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
As a further demonstration of the effect of rates and volume on this outcome, below is a table
displaying the change in interest income and interest expense on interest-earning assets and
interest-bearing liabilities segregated between change due to volume and change due to rate:
Year-ended December 31, | ||||||||||||
2009 over 2008 | ||||||||||||
Total | Volume | Rate | ||||||||||
Increase (decrease) in interest income |
||||||||||||
Federal funds sold and interest-
bearing deposits with banks |
$ | (177,355 | ) | $ | (56,184 | ) | $ | (121,171 | ) | |||
Securities1 |
69,405 | 325,944 | (256,539 | ) | ||||||||
Loans |
(2,586,518 | ) | (1,781,649 | ) | (804,869 | ) | ||||||
Net change in interest income |
(2,694,468 | ) | (1,511,889 | ) | (1,182,579 | ) | ||||||
Increase (decrease) in interest expense |
||||||||||||
Interest-bearing deposits |
(2,459,254 | ) | (954,963 | ) | (1,504,291 | ) | ||||||
Federal funds purchased, repurchase
agreements and FRB discount window |
(8,697 | ) | 29,964 | (38,661 | ) | |||||||
Subordinated debentures, notes
payable and FHLB advances |
(113,159 | ) | 27,992 | (141,151 | ) | |||||||
Net change in interest expense |
(2,581,110 | ) | (897,007 | ) | (1,684,103 | ) | ||||||
Net change in net interest income |
$ | (113,358 | ) | $ | (614,882 | ) | $ | 501,524 | ||||
The Banks internal prime lending rate is not likely to decline from the current level of 5% in
2010 and as mentioned above there is a lot of repricing opportunities in the time deposit portfolio
over the next twelve months. As such, net interest margin improvement is anticipated in 2010.
The provision for loan losses was $2.6 million for 2009 and $1.9 million for 2008. In both years
the expense was significantly impacted by credit quality and deteriorating collateral values on
impaired loans. Loan quality downgrades or impairments on commercial and commercial real estate
loans often occur for reasons such as past due payments or poor financials. Management continues to
review the allowance with the intent of maintaining it at an appropriate level. The provision may
be increased or decreased in the future as management continues to monitor the loan portfolio,
actual loan loss experience and economic conditions. At December 31, 2009, management believes that
the allowance level was adequate and justifiable based on the factors discussed earlier (see
Financial Condition).
Non-interest income recorded in 2009 was $2.0 million, which reflects a $151,000 decrease since
2008. Service charge income on deposit accounts decreased 11% in the twelve months of 2009
compared to the same period in 2008. The $110,000 decrease in this category was mostly from fewer
overdraft fees between the two years. Overdraft fees decreased $88,000 in 2009.
1 | Adjusted to a fully tax equivalent basis. |
22
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Recorded gains on loan sales were $344,000 in 2009 compared to $369,000 in 2008. The Bank actively
sells both residential mortgages and the guaranteed portion of its SBA loans. In 2008, SBA loan
sales contributed gains of $52,000; there were no gains from SBA loan sales in 2009. SBA loan
originations have declined because of the higher credit risk associated with these loans.
Residential mortgage gains were up slightly year over year. The Bank remains optimistic about
continued gain on sale income because of the repricing opportunities for homeowners when rates
occasionally decrease.
Net gains on securities sales were $269,000 in 2009 compared to none in 2008. In the first half of
2009, the Company implemented a strategy to realize market value gains within its securities
portfolio to supplement earnings and capital. During that time, seven securities were sold. In
December of 2009, one municipal security was sold for a small loss.
There were eight foreclosed properties sold in 2009 compared to three in 2008. There was a net loss
of $74,000 on the sale of foreclosed property in 2009 compared to a net gain of $142,000 in 2008.
Currently the Bank is holding 34 foreclosed properties. Management is focused on liquidating as
many properties as possible in 2010. In spite of the properties being marked to fair market value
each quarter, it is likely that there will be more losses on future sale transactions.
Other non-interest income decreased by $85,000 between 2008 and 2009; 2008s total included
$118,000 received by the Bank for a court settlement on foreclosed property written off in 2006.
For the year, non-interest expenses increased $2.3 million for the twelve month period ended
December 31, 2009 compared to the similar period in 2008. Total non-interest expenses were $11.0
million for 2009 and $8.7 million in 2008. Market value decreases on foreclosed property and higher
FDIC and credit administration expenses were the main factors for the increase.
Salaries and benefit expenses totaled $4.3 million for 2009 and $4.6 million for 2008; a reduction
of $377,000. Since year-end 2008, full time equivalent employees have declined by four. In addition
to the expense reduction from fewer employees, the Bank chose to stop the 401(k) match beginning
June 1, 2009. The Bank continues to look for cost saving opportunities within the health and life
insurance plans annually at contract renewal. At this time, management has no plans to increase
staff or salaries or resume matching on the 401(k) plan in 2010.
Occupancy expenses totaled $636,000 for 2009 which was a decrease of $15,000 compared to 2008
expenses which were $651,000. Janitorial expenses declined $12,000. The Bank restructured its
cleaning service contracts at the beginning of 2009. In the first half of 2009, management appealed
the taxable values on its branch properties. Because of the widespread decline in real estate
valuations, the Bank successfully negotiated a reduction in the taxable values on three of its four
properties. Unfortunately, due to the billing cycles of the municipalities, there was little
benefit derived in 2009. The total realized savings in 2010 is estimated to be $13,000.
23
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
Furniture and equipment expenses were $668,000 in 2009; down $22,000 compared to 2008. Depreciation
expense on capital assets declined by nearly $30,000 between 2008 and 2009. As the Banks equipment
ages, the assets become fully depreciated and no longer require a monthly expense. The benefit of
lower depreciation was somewhat offset by higher maintenance contract expenses.
Advertising expenses were $76,000 in 2009 compared to $113,000 in 2008. The $37,000 decrease
between the years is mostly due to the fact that the Bank was intentionally trying to reduce its
expenses to help offset increases in credit administration expenses.
Foreclosed asset impairment charges were $1.9 million in 2009 compared to $83,000 in 2008. During
the time that foreclosed real properties are waiting to be sold, there will be occasions that the
Bank will need to reevaluate the individual market values of each property. If there is evidence
that the fair value has declined since the last evaluation, the Bank will incur an impairment
charge in order to properly reflect the fair value of the asset at the end of the reporting period.
Since the balance of foreclosed property has grown to 34 properties from 23 in 2008, it is likely
that there will be future foreclosed real property impairment charges in 2010 but the expectation
is that they will not be as significant as 2009 however that belief is predicated on the assumption
that the economy in Michigan will not continue to decline at the pace that it did in 2008 and 2009
and will begin stabilizing in 2010.
Other expenses were $2.5 million in 2009 compared to $1.6 million in 2008. The $878,000 increase
between the years was primarily related to two expense categories: FDIC insurance premiums and
credit administration expenses. FDIC premiums increased 166% to $635,000 in 2009 from $239,000 in
2008. Included in the 2009 total is a special assessment of $114,000. Prior to 2006, more than 90%
of banks did not pay for deposit insurance. Beginning in 2007, the FDIC dramatically changed its
premium assessments, particularly for deNovo banks that had never paid into the Deposit Insurance
Fund (DIF). The DIF is used to reimburse customers for insured deposits when a bank fails. Recent
bank failures have reduced the DIF causing the FDIC to increase premiums and take emergency action
by imposing a special assessment. The Bank estimates that its premiums for 2010 will be similar to
the total expense in 2009.
Credit administration expenses rose $594,000 in 2009. They aggregated $324,000 in 2008 and climbed
to $918,000 in 2009. A large portion of the expense is property tax due on foreclosed real
property. Often when the Bank receives legal title to the property, the taxes are seriously behind.
The Bank is required to get the taxes caught up to a certain point to preserve its legal position
as the temporary property holder. The growth in property tax obligations is directly proportional
to the increase in the number of foreclosed properties on the books. Another part of credit
administration expense is legal expenses associated with the collection process on troubled
credits. Expenses of this nature may continue to rise until the economy stabilizes.
The Company had a consolidated federal tax expense of $119,000 in 2009 in spite of having pre-tax
losses of $5.0 million. For 2008, the Company had a consolidated federal tax benefit of $632,000 on
losses of $1.7 million. Two significant federal tax transactions occurred in 2009. The first
transaction occurred in the second quarter of 2009 when the Company established a full valuation
allowance for its
24
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
deferred tax assets. The effect of this was a federal tax expense of $986,000. Future profits of
the Company will not be subject to Federal taxes until there is a trend of profitability. The
second transaction occurred in the fourth quarter of 2009. The Federal government enacted a
temporary change to the Internal Revenue Service Tax Code allowing companies a longer period in
which to carry back current period losses. Taking advantage of this opportunity the Company was
able to realize a current period benefit of $867,000. As of December 31, 2009, the Company has
fully utilized all of its loss carryback ability.
LIQUIDITY AND INTEREST RATE SENSITIVITY
The Companys Asset Liability Committee (ALCO), which includes Senior Management, the Banks
Controller, and Assistant Controller, monitors and manages liquidity and interest rate risk. ALCO
reports to the Board of Directors and operates within Board approved policy limits. Liquidity
management involves the ability to meet the cash flow requirements of the Companys customers.
These customers may be either borrowers with credit needs or depositors wanting to withdraw funds.
In addition to normal loan funding and deposit flow, the Bank needs to maintain liquidity to meet
the demands of certain unfunded loan commitments and standby letters of credit. At December 31,
2009, the Bank had a total of $28.1 million in unfunded loan commitments and $1.0 million in
unfunded standby letters of credit. Of the total unfunded loan commitments, nearly all were
commitments available as lines of credit to be drawn at any time as customers cash needs vary. The
Bank monitors fluctuations in loan balances and commitment levels, and includes such data in a
liquidity snapshot that is distributed monthly to members of ALCO.
Many correspondent banks have actively reduced their credit exposure to other banks by either
reducing or cancelling unsecured federal funds lines of credit. At year-end 2009, the Bank had no
established over night federal funds purchase lines through correspondent banks; a reduction of
$10.5 million since year-end 2008. The Banks main source of liquidity in times of unexpected
customer activity is the Federal Reserve Discount Window Primary Credit borrowing program. The
borrowing capacity at the Discount Window was $17.5 million at December 31, 2009. The program
requires a pledge of securities or loans as collateral for borrowings.
The Bank has $6.9 million of its municipal securities and $10.6 million qualifying home equity
loans pledged to support future borrowings. Discount Window borrowings are typically at a rate
above the Federal Open Market Committees target rate for federal funds. Currently money can be
borrowed from the Discount Window at 0.75%. Although this is the Banks primary, immediate source
of liquidity it is not widely utilized. There were only 32 days in 2009 that the Bank borrowed over
night from the Discount Window. The daily average of the borrowings for all of 2009 was $151,000.
A second way to create liquidity is from the sale of unencumbered investments. This method
typically takes a few days. The Bank needs to find a buyer for the offerings and then the
transaction needs a day to settle. In most cases a security sale can occur in 2-3 days but
sometimes it will take longer. The downside
25
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
of security sales is the potential realization in earnings of market value and book value
differences. At December 31, 2009, the Bank had unpledged securities totaling $1.4 million. The
Bank strives to keep 10-20% of its investment portfolio unencumbered. As of February 28, 2010,
there were $3.9 million that were unpledged and available for sale.
A third way to increase liquidity is to solicit time deposits utilizing either an internet
subscription service or by using established deposit brokers. The internet subscription service
allows the Bank to post rates for various terms within a network of financial institutions. The
Bank competes within the network for the deposits of many credit unions. Deposits gathered this way
are generally between $50,000 and $99,000 each; up to a maximum of $250,000. These deposits are not
considered brokered.
Out-of-area time deposits purchased from an established broker are typically called brokered
certificates of deposit. Deposit brokers are contracted to arrange large block settlements through
the Depository Trust Company according to rate, term and desired need provided by the Bank. The
blocks are typically over $1 million. The broker is paid a fee for the transaction. The
concentration of brokered deposits to total Bank deposits was 26% at December 31, 2009, down from
36% at December 31, 2008. Brokered deposits decreased by $26.6 million in 2009. The Bank has an
internal policy that limits the concentration of brokered deposits to total deposits. The maximum
concentration level is 50% under the internal policy.
Depending on the economy and the rate environment, internet and brokered deposits can have a cost
structure that is different from the local market. Throughout most of 2009, brokered deposits were
offered at rates below local market rates. ALCO strives to maximize earnings and will make
decisions about targeted deposit gathering using these external sources based on many factors
including comparative rate data. Certain regulatory ratings can prohibit the use of brokered
deposits. When this occurs the Bank can apply for a waiver from the FDIC but there is no guarantee
that one would be granted. The Bank is not subject to these restrictions. Additionally it is the
mission of the Bank to focus first on local deposit gathering prior to seeking funding from outside
sources but for liquidity purposes, internet deposits are considered a viable resource.
Finally, the various borrowing programs of the FHLB of Indianapolis provide an additional source of
liquidity. The Bank has been a member since purchasing stock late in 1999 and has secured the
Banks Board approval to borrow up to $20.0 million. Currently the Bank has FHLB advances of $6.0
million outstanding. All FHLB borrowings require the Bank to pledge collateral consisting of either
real estate loans or high quality government securities. Additional advances are limited to the
amount of collateral available to pledge. At December 31, 2009, there were qualified residential
real estate loans of $7.4 million pledged and high quality government securities of $1.0 million.
The three outstanding advances are scheduled to mature at various times in 2010. The Bank has no
plans to borrow from the FHLB to refinance any of the three maturing advances. This will leave all
of the borrowing capacity provided by the pledged collateral fully available as a liquidity
resource. If management wanted to increase the borrowing capacity at the FHLB it could consider
pledging qualifying loans within the Banks commercial real estate portfolio. At December 31, 2009
the balance of the commercial real estate
26
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
portfolio was $70.5 million. FHLB guidelines related to pledging these types of loans is very
strict thus the Bank has not chosen to actively pursue this possibility.
Another important responsibility of the ALCO is to monitor interest rate risk. Interest rate risk
is the exposure to adverse changes in net interest income due to changes in interest rates. The
Company employs a variety of measurement techniques to identify and manage this risk. A
sophisticated simulation model is used to analyze net interest income sensitivity. The model
incorporates both actual cash flows and contractual repricing behavior as well as economic and
market based assumptions provided by Senior Management. ALCO strives to maintain a balance between
interest-earning assets and interest-bearing liabilities. Overnight investments, on which rates
change daily, and loans tied to the prime rate, differ considerably from long-term investment
securities and fixed rate loans. Time deposits over $100,000 and money market accounts are more
interest rate sensitive than regular savings accounts. Comparison of the repricing intervals of
interest-earning assets to interest-bearing liabilities is a measure of interest sensitivity gap.
Details of the Companys repricing gap at December 31, 2009 were:
Interest Rate Sensitivity Period | ||||||||||||||||||||
Within | Three to | One to | After | |||||||||||||||||
Three | Twelve | Five | Five | |||||||||||||||||
Months | Months | Years | Years | Total | ||||||||||||||||
Earning assets |
||||||||||||||||||||
Interest-bearing deposits
in other financial institutions |
$ | 662,700 | $ | 0 | $ | 0 | $ | 0 | $ | 662,700 | ||||||||||
Securities (includes FHLB stock) |
4,032,027 | 4,822,483 | 15,056,739 | 3,984,298 | 27,895,547 | |||||||||||||||
Loans |
77,828,704 | 17,967,385 | 69,780,389 | 18,742,041 | 184,318,519 | |||||||||||||||
82,523,431 | 22,789,868 | 84,837,128 | 22,726,339 | 212,876,766 | ||||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||
Savings and checking |
55,619,593 | 0 | 0 | 0 | 55,619,593 | |||||||||||||||
Time deposits <$100,000 |
9,675,350 | 12,496,725 | 12,923,407 | 0 | 35,095,482 | |||||||||||||||
Time deposits >$100,000 |
5,459,347 | 37,719,434 | 39,798,128 | 0 | 82,976,909 | |||||||||||||||
Repurchase agreements and
Federal funds purchased |
7,000,327 | 0 | 0 | 0 | 7,000,327 | |||||||||||||||
Notes payable and other
borrowings |
15,500,000 | 0 | 0 | 0 | 15,500,000 | |||||||||||||||
93,254,617 | 50,216,159 | 52,721,535 | 0 | 196,192,311 | ||||||||||||||||
Net asset (liability) repricing gap |
$ | (10,731,186 | ) | $ | (27,426,291 | ) | $ | 32,115,593 | $ | 22,726,339 | $ | 16,684,455 | ||||||||
Cumulative net asset (liability)
repricing gap |
$ | (10,731,186 | ) | $ | ( 38,157,477 | ) | $ | (6,041,884 | ) | $ | 16,684,455 | |||||||||
The interest rate sensitivity table simply illustrates what the Company is contractually able to
change in certain time frames. Currently the Company has a negative twelve-month repricing gap
which indicates that the Company is liability sensitive in the next twelve-month period. This
position implies that
decreases to the national federal funds rate would have more of an impact on interest expense than
on interest income during this period if there were a parallel shift in rates. For instance, if the
Companys internal prime rate went down by 25 basis points and every interest-earning asset and
interest-bearing
27
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
liability on the Companys December 31, 2009 balance sheet, repricing in the next
twelve months, adjusted simultaneously by the same 25 basis points, more liabilities would be
affected than assets. The short term repricing opportunities of time deposit liabilities will be
helpful to the net interest margin and net interest income. In 2010, over $65 million in time
deposits are scheduled to reprice to rates that are currently 150 basis points lower. Since
management intends to keep the Banks internal prime lending rate at a level of 5% or more in 2010
regardless of any changes to the national prime rate, the reduction in the cost of funding will
help improve the net interest margin. Balancing the repricing and maturity gaps and managing
interest rate sensitivity is a continual challenge that has been magnified by this economy.
CAPITAL RESOURCES
The Company and the Bank are subject to regulatory capital requirements administered by the 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. In general, capital amounts and classifications are subject to
qualitative judgments by regulators about components, risk weighting, and other factors, and 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.
At December 31, 2009, the Companys total risk-based capital ratio was 8.23%, or adequately
capitalized according to the regulatory risk-based capital guidelines. On the other hand, the Bank
seeks to maintain a total risk-based capital ratio of above 10%. At this level, the Bank will be
allowed to continue its use of brokered deposits and not receive a surcharge on its FDIC insurance
premiums. The Banks management carefully monitors this ratio and intends to obtain capital for
infusion into the Bank as necessary to maintain the 10% level. The total risk-based capital ratio
of the Bank at December 31, 2009 was 10.41%.
During 2009, the Company did not contribute capital into the Bank. A reduction of the Banks risk
weighted assets throughout the year more than offset the Banks recorded net loss for the year. The
immediate resource available to the Company at this time for capital contributions to the Bank is
the Companys cash balance of approximately $1.0 million. Needless to say, this cash is also the
main liquidity resource for paying the Companys expenses leaving little excess for potential Bank
contributions. It should be noted however, there are no capital contributions projected for the
Bank in 2010. It is anticipated that similar to 2009, the Banks growth will be maintained at a
level that is supported by its own earnings.
Limited cash at the Company concerns the Board because it is difficult to assess how much longer
the economic downturn will endure and what impact it will have on the credit quality of the Banks
loans and future earnings. As a result, pursuing capital is a priority of the Board; however the
present economic environment does not lend itself to an abundance of capital raising options.
After reviewing the limited number of capital options, the Capital Committee of the Bank has
determined that subordinated debt may be the most viable vehicle. If subordinated debt were issued,
a majority of the proceeds would be reserved
for capital contributions to the Bank to help it maintain a total risk based capital ratio in
excess of 10%,
28
COMMUNITY SHORES BANK CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS
MANAGEMENTS DISCUSSION AND ANALYSIS
the minimum required to be well capitalized from a regulatory standpoint. Depending
on the structure of the deal, the subordinated debt may be considered tier 2 capital of the Company
which would improve its total risk based capital ratio.
RECENT ACCOUNTING DEVELOPMENTS
Effect of Newly Issued But Not Yet Effective Accounting Standards:
Management has reviewed the issued but not yet effective accounting standards and has concluded
that none are material to the Companys financial statements.
29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Community Shores Bank Corporation
Muskegon, Michigan
Community Shores Bank Corporation
Muskegon, Michigan
We have audited the accompanying consolidated balance sheets of Community Shores Bank Corporation
as of December 31, 2009 and 2008 and the related consolidated statements of income, changes in
shareholders equity, and cash flows for the years then ended. These 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 financial statements are free of material misstatement. The
Corporation 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
Corporations internal control over financial reporting. Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 financial position of Community Shores Bank Corporation as of December 31,
2009 and 2008, and the results of its operations and its cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles.
![]() |
||
Crowe Horwath LLP |
Grand Rapids, Michigan
March 26, 2010
March 26, 2010
30
COMMUNITY SHORES BANK CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2009 and 2008
December 31, 2009 and 2008
2009 | 2008 | |||||||
ASSETS |
||||||||
Cash and due from financial institutions |
$ | 2,161,388 | $ | 3,192,789 | ||||
Interest-bearing deposits in other financial institutions |
662,700 | 2,479,012 | ||||||
Cash and cash equivalents |
2,824,088 | 5,671,801 | ||||||
Securities |
||||||||
Available for sale (at fair value) |
21,650,026 | 18,769,970 | ||||||
Held to maturity (fair value of $5,945,437 at December 31, 2009
and $6,706,991 at December 31, 2008) |
5,841,421 | 6,609,620 | ||||||
Total securities |
27,491,447 | 25,379,590 | ||||||
Loans held for sale |
1,070,692 | 2,354,956 | ||||||
Loans |
183,247,827 | 205,153,203 | ||||||
Less: Allowance for loan losses |
3,782,132 | 4,350,903 | ||||||
Net loans |
179,465,695 | 200,802,300 | ||||||
Federal Home Loan Bank stock |
404,100 | 404,100 | ||||||
Premises and equipment, net |
11,293,169 | 11,869,741 | ||||||
Accrued interest receivable |
885,103 | 1,004,552 | ||||||
Foreclosed assets |
6,440,916 | 5,884,093 | ||||||
Other assets |
1,554,849 | 2,240,831 | ||||||
Total assets |
$ | 231,430,059 | $ | 255,611,964 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Deposits |
||||||||
Noninterest-bearing |
$ | 24,884,625 | $ | 19,135,831 | ||||
Interest-bearing |
173,691,984 | 200,429,709 | ||||||
Total deposits |
198,576,609 | 219,565,540 | ||||||
Federal funds purchased and repurchase agreements |
7,000,327 | 5,813,605 | ||||||
Federal Home Loan Bank advances |
6,000,000 | 6,000,000 | ||||||
Notes payable |
5,000,000 | 4,200,000 | ||||||
Subordinated debentures |
4,500,000 | 4,500,000 | ||||||
Accrued expenses and other liabilities |
613,132 | 586,365 | ||||||
Total liabilities |
221,690,068 | 240,665,510 | ||||||
Shareholders equity |
||||||||
Preferred stock, no par value 1,000,000
shares authorized, none issued |
0 | 0 | ||||||
Common stock, no par value; 9,000,000 shares authorized
1,468,800 issued and outstanding |
13,296,691 | 13,296,691 | ||||||
Retained (deficit) earnings |
(3,734,295 | ) | 1,228,084 | |||||
Accumulated other comprehensive income |
177,595 | 421,679 | ||||||
Total shareholders equity |
9,739,991 | 14,946,454 | ||||||
Total liabilities and shareholders equity |
$ | 231,430,059 | $ | 255,611,964 | ||||
See accompanying notes to consolidated financial statements.
31
COMMUNITY SHORES BANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2009 and 2008
Years ended December 31, 2009 and 2008
2009 | 2008 | |||||||
Interest and dividend income |
||||||||
Loans, including fees |
$ | 12,297,691 | $ | 14,884,209 | ||||
Securities, taxable |
694,619 | 602,794 | ||||||
Securities, tax exempt |
258,319 | 271,782 | ||||||
Federal funds sold, FHLB dividends and other income |
34,022 | 211,377 | ||||||
Total interest and dividend income |
13,284,651 | 15,970,162 | ||||||
Interest expense |
||||||||
Deposits |
5,749,296 | 8,208,550 | ||||||
Repurchase agreements, federal funds purchased,
and other debt |
59,065 | 67,762 | ||||||
Federal Home Loan Bank advances and notes payable |
690,454 | 803,613 | ||||||
Total interest expense |
6,498,815 | 9,079,925 | ||||||
Net Interest Income |
6,785,836 | 6,890,237 | ||||||
Provision for loan losses |
2,607,643 | 1,943,976 | ||||||
Net Interest Income After Provision for Loan Losses |
4,178,193 | 4,946,261 | ||||||
Non-interest income |
||||||||
Service charges on deposit accounts |
905,983 | 1,016,151 | ||||||
Mortgage loan referral fees |
17,114 | 0 | ||||||
Gain on sale of loans |
344,459 | 369,082 | ||||||
Gain on sale of securities |
268,635 | 0 | ||||||
Gain (loss) on the sale of foreclosed assets |
(73,833 | ) | 142,324 | |||||
Other |
509,086 | 594,412 | ||||||
Total non-interest income |
1,971,444 | 2,121,969 | ||||||
Non-interest expense |
||||||||
Salaries and employee benefits |
4,260,752 | 4,637,339 | ||||||
Occupancy |
635,502 | 650,982 | ||||||
Furniture and equipment |
667,985 | 689,695 | ||||||
Advertising |
76,448 | 113,417 | ||||||
Data processing |
493,495 | 478,923 | ||||||
Professional services |
497,357 | 495,309 | ||||||
Foreclosed asset impairment |
1,905,622 | 83,271 | ||||||
FDIC Insurance |
634,639 | 239,413 | ||||||
Other |
1,821,390 | 1,338,943 | ||||||
Total non-interest expense |
10,993,190 | 8,727,292 | ||||||
Loss Before Federal Income Taxes |
(4,843,553 | ) | (1,659,062 | ) | ||||
Federal income tax expense (benefit) |
118,826 | (631,603 | ) | |||||
Net Loss |
$ | (4,962,379 | ) | $ | (1,027,459 | ) | ||
Weighted average shares outstanding |
1,468,800 | 1,468,800 | ||||||
Diluted average shares outstanding |
1,468,800 | 1,468,800 | ||||||
Basic loss per share |
$ | (3.38 | ) | $ | (0.70 | ) | ||
Diluted loss per share |
$ | (3.38 | ) | $ | (0.70 | ) | ||
See accompanying notes to consolidated financial statements.
32
COMMUNITY SHORES BANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
December 31, 2009 and 2008
December 31, 2009 and 2008
Accumulated | ||||||||||||||||||||
Other | Total | |||||||||||||||||||
Common | Retained | Comprehensive | Shareholders | |||||||||||||||||
Shares | Stock | Earnings | Income (Loss) | Equity | ||||||||||||||||
Balance at January 1, 2008 |
1,468,800 | $ | 13,296,691 | $ | 2,255,543 | $ | 62,091 | $ | 15,614,325 | |||||||||||
Comprehensive income (loss): |
||||||||||||||||||||
Net loss |
(1,027,459 | ) | (1,027,459 | ) | ||||||||||||||||
Unrealized gain on securities
available for sale, net |
359,588 | 359,588 | ||||||||||||||||||
Total comprehensive income (loss) |
(667,871 | ) | ||||||||||||||||||
Balance at December 31, 2008 |
1,468,800 | 13,296,691 | 1,228,084 | 421,679 | 14,946,454 | |||||||||||||||
Comprehensive income (loss): |
||||||||||||||||||||
Net loss |
(4,962,379 | ) | (4,962,379 | ) | ||||||||||||||||
Unrealized gain (loss) on securities available for
sale, net |
(244,084 | ) | (244,084 | ) | ||||||||||||||||
Total comprehensive income (loss) |
(5,206,463 | ) | ||||||||||||||||||
Balance at December 31, 2009 |
1,468,800 | $ | 13,296,691 | $ | (3,734,295 | ) | $ | 177,595 | $ | 9,739,991 | ||||||||||
See accompanying notes to consolidated financial statements.
33
COMMUNITY SHORES BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2009 and 2008
Years ended December 31, 2009 and 2008
2009 | 2008 | |||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (4,962,379 | ) | $ | (1,027,459 | ) | ||
Adjustments to reconcile net income to net cash
from operating activities: |
||||||||
Provision for loan losses |
2,607,643 | 1,943,976 | ||||||
Depreciation and amortization |
675,738 | 705,097 | ||||||
Net amortization of securities |
113,687 | 11,314 | ||||||
Net realized gain on sale of securities |
(268,635 | ) | 0 | |||||
Net realized gain on sale of loans |
(344,459 | ) | (369,082 | ) | ||||
Net realized (gain) loss on the sale of foreclosed assets |
73,833 | (142,324 | ) | |||||
Foreclosed asset impairment |
1,905,622 | 83,271 | ||||||
Originations of loans for sale |
(26,944,078 | ) | (27,490,753 | ) | ||||
Proceeds from loan sales |
28,572,801 | 27,790,845 | ||||||
Deferred federal income tax expense |
985,959 | (268,094 | ) | |||||
Net change in: |
||||||||
Accrued interest receivable and other assets |
(180,528 | ) | 234,305 | |||||
Accrued interest payable and other liabilities |
26,767 | (200,274 | ) | |||||
Net cash from operating activities |
2,261,971 | 1,270,822 | ||||||
Cash flows from investing activities |
||||||||
Activity in available for sale securities: |
||||||||
Sales |
5,430,311 | 0 | ||||||
Maturities, prepayments and calls |
5,195,090 | 1,727,395 | ||||||
Purchases |
(13,331,394 | ) | (6,751,289 | ) | ||||
Activity in held to maturity securities: |
||||||||
Maturities, prepayments and calls |
505,000 | 0 | ||||||
Loan originations and payments, net |
15,800,273 | 18,108,213 | ||||||
Additions to premises and equipment, net |
(99,166 | ) | (86,245 | ) | ||||
Proceeds from the sale of foreclosed assets |
392,411 | 503,943 | ||||||
Net cash from investing activities |
13,892,525 | 13,502,017 | ||||||
Cash flows from financing activities |
||||||||
Net change in deposits |
(20,988,931 | ) | (18,384,905 | ) | ||||
Net change in federal funds purchased and
repurchase agreements |
1,186,722 | 1,412,994 | ||||||
Other borrowing activity: |
||||||||
Draws on notes payable |
800,000 | 0 | ||||||
Paydowns on notes payable |
0 | (6,043 | ) | |||||
Net cash from financing activities |
(19,002,209 | ) | (16,977,954 | ) | ||||
Net change in cash and cash equivalents |
(2,847,713 | ) | (2,205,115 | ) | ||||
Beginning cash and cash equivalents |
5,671,801 | 7,876,916 | ||||||
Ending cash and cash equivalents |
$ | 2,824,088 | $ | 5,671,801 | ||||
See accompanying notes to consolidated financial statements.
34
COMMUNITY SHORES BANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years ended December 31, 2009 and 2008
Years ended December 31, 2009 and 2008
2009 | 2008 | |||||||
Supplemental cash flow information: |
||||||||
Cash paid during the period for interest |
$ | 6,660,671 | $ | 9,127,880 | ||||
Transfers from loans to foreclosed assets |
2,928,689 | 5,761,983 | ||||||
Transfers from securities held to maturity to available for sale |
250,000 | 0 |
See accompanying notes to consolidated financial statements.
35
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of
Community Shores Bank Corporation (the Company) and its wholly-owned subsidiaries, Community
Shores Financial Services (CS Financial Services), and Community Shores Bank (the Bank), and
the Banks wholly-owned subsidiary, Community Shores Mortgage Company (the Mortgage Company),
after elimination of significant intercompany transactions and accounts.
NATURE OF OPERATIONS: The Company was incorporated on July 23, 1998 under Michigan law and
is a financial holding company owning all of the common stock of the Bank. The Bank is a Michigan
banking corporation with depository accounts insured by the Federal Deposit Insurance Corporation
(the FDIC). The Bank provides a range of commercial and consumer banking services in West
Michigan, primarily in Muskegon County, which includes the cities of Muskegon and North Muskegon,
and Northern Ottawa County, which includes the city of Grand Haven. Those services reflect the
Banks strategy of serving small to medium-sized businesses, and individual customers in its market
area. Services for businesses include traditional business accounts and both commercial and
commercial real estate loans. At year-end 2009, the loan portfolio was 38% commercial and 38%
commercial real estate. There were 5% of total commercial real estate loans classified as land
development. There are no significant concentrations of loans to any one industry or customer;
however, the borrowers ability to repay their loans is affected by the real estate market and
general market conditions in the Banks market area. Management focuses the Banks retail banking
strategy on providing traditional banking products and services, including consumer and residential
loans, automated teller machines, computer banking, telephone banking and automated bill-paying
services to individuals and businesses in the Banks market area. The Bank began operations on
January 18, 1999.
The Mortgage Company, a wholly-owned subsidiary of the Bank, was formed on March 1, 2002 by
transferring a majority of the Banks commercial and residential real estate loans in exchange for
100% of the equity capital of the Mortgage Company. On the day that the Mortgage Company commenced
operations it began originating residential mortgage loans with the intent to sell them to a third
party for a profit. The Bank services all of the portfolio loans held by the Mortgage Company
pursuant to a servicing agreement.
The Company filed an election to become a financial holding company pursuant to Title I of the
Gramm-Leach-Bliley Act and on September 27, 2002 received regulatory approval. At that time the
Company formed CS Financial Services. Currently the only source of revenue that CS Financial
Services receives is referral fee income from a local insurance agency, Lakeshore Employee
Benefits. Lakeshore Employee Benefits offers, among other things, employer-sponsored benefit plans.
CS Financial Services has the opportunity to earn a referral fee for each sale of
employer-sponsored benefits that is transacted by Lakeshore Employee Benefits as a result of a
referral made by CS Financial Services. On April 16, 2009, the Company withdrew its election to be
a financial holding company. The election was acknowledged by
36
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
the Federal Reserve Bank of Chicago. The passive income derived from CS Financial Services
affiliation with Lakeshore Employee Benefits is unaffected by this change.
Community Shores Capital Trust I, (the Trust) was formed in December 2004. The Company owns all
of the common securities of this special purpose trust. The Trust is not consolidated and exists
solely to issue capital securities.
USE OF ESTIMATES: To prepare financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates and assumptions
based on available information. These estimates and assumptions affect the amounts reported in the
financial statements and the disclosures provided, and future results could differ. The primary
estimates incorporated into the Companys consolidated financial statements, which are susceptible
to change in the near term, include the allowance for loan losses; the fair value of financial
instruments, the carrying value of foreclosed assets and a valuation allowance on deferred tax
assets.
CASH FLOW REPORTING: Cash and cash equivalents includes cash, demand deposits with other
financial institutions, short-term investments (securities with daily put provisions) and federal
funds sold. Cash flows are reported net for customer loan and deposit transactions,
interest-bearing time deposits with other financial institutions and short-term borrowings with
maturities of 90 days or less.
SECURITIES: Securities are classified as held to maturity and carried at amortized cost
when management has the positive intent and ability to hold them to maturity. Securities are
classified as available for sale when they might be sold before maturity. Securities available for
sale are carried at fair value, with unrealized holding gains and losses reported in other
comprehensive income. Interest income includes amortization of purchase premium or discount.
Premiums and discounts on securities are amortized on the level yield method without anticipating
prepayments, except for mortgage-backed securities where prepayments are expected. Gains and losses
on sales are based on the amortized cost of the security sold.
Management evaluates securities for other-than-temporary impairment (OTTI) at least on a
quarterly basis, and more frequently when the economic conditions warrant such evaluation. Declines
in the fair value of securities below their cost that are other-than-temporary are reflected in
realized losses. In estimating other-than-temporary losses, management considers: the length of
time and extent that fair value has been less than cost, the financial condition and near term
prospects of the issuer, and whether the Company has the intent to sell or is likely to be required
to sell the security before its anticipated recovery.
37
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
LOANS: Loans that management has the intent and ability to hold for the foreseeable future
or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan
fees and costs and an allowance for loan losses. Loans held for sale consist of both residential
mortgage loans as well as Small Business Administration (SBA) guaranteed loans. Loans held for
sale are reported at the lower of cost or market, on an aggregated basis. Residential mortgage
loans are sold to outside investors servicing released, however the Bank retains servicing on SBA
loans which are sold. There were loans totaling $1,070,692 held for sale at December 31, 2009
compared to $2,354,956 at December 31, 2008.
Interest income is accrued on the unpaid principal using the interest method assigned to the loan
product and includes amortization of net deferred loan fees and costs over the loan term. Interest
income is not reported when full loan repayment is in doubt, typically when the loan is impaired or
payments are past due over 90 days (180 days for residential mortgages). Consumer and credit card
loans are typically put on non-accrual status or charged-off no later than 120 days past due.
Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance
homogeneous loans that are collectively evaluated for impairment and individually classified
impaired loans. A loan is moved to non-accrual status in accordance with the Companys policy,
typically after 90 days of non-payment.
All interest accrued but not received for loans placed on non-accrual is reversed against interest
income at the time the loan is assigned non-accrual status. Interest received on such loans is
accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.
Loans are returned to accrual status when all the principal and interest amounts contractually due
are brought current and future payments are reasonably assured. In certain circumstances the Bank
determines it necessary to alter the contractual terms of the original loan for a period of time.
This process is called a troubled debt restructure.
ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation allowance for
probable incurred credit losses, increased by the provision for loan losses and from recoveries of
previously charged-off loans and decreased by charge-offs.
The allowance for loan loss analysis is performed monthly. Managements methodology consists of
specific and general components and utilizes a numeric grading system for commercial and commercial
real estate loans. Grades are assigned to each commercial and commercial real estate loan by
assessing information about the specific borrowers situation and the estimated collateral values.
The general component of the allowance for loan losses pertains to loans that have not been deemed
impaired and is based on historical loss experience adjusted for current factors. The current
factor adjustment is intended to incorporate qualitative elements such as economic environment that
may cause estimated credit losses to differ from the Banks historical loan loss experience. To
allocate allowance the loan portfolio is broken down into groups, first by loan type and next by
loan grade in the case of
38
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
commercial and commercial real estate loan portfolios. Each group has its own historical loss and
current factors assigned to it.
The specific component relates to loans that are individually classified as impaired or a troubled
debt restructure. A loan is considered impaired when, based on current information and events, it
is probable that the Company will be unable to collect the scheduled payments of principal and
interest according to the contractual terms of the loan agreement. Troubled debt restructures are
impaired loans that have been temporarily given renegotiated terms. Loans determined to be impaired
or that are classified as troubled debt restructure are segregated from the remainder of the
portfolio and are subjected to a specific review in an effort to determine whether or not a
specific reserve is necessary and if so, the appropriate amount of that reserve. The review uses
the present value of estimated future cash flows or the fair value of collateral if repayment is
expected solely from the collateral.
Allocations of the allowance may be made for specific loans and groups, but the entire allowance is
available for any loan that, in managements judgment, should be charged-off. Loan losses are
charged against the allowance when management believes the uncollectibility of a loan balance is
confirmed.
SERVICING RIGHTS: Servicing rights are recognized separately when they are acquired through
the sales of loans where servicing is retained by the institution. At this time SBA guaranteed
loans are the only loans that are sold where servicing is retained. When loans are sold, servicing
rights are initially recorded at fair value with the income statement effect recorded in gains on
sales of loans. Under the fair value measurement method used by the Company, earnings are adjusted
for the change in fair value in the period in which the change occurs, and the amount is included
with other non-interest income on the income statement. The Company uses a third party valuation at
each quarter end to adjust servicing assets to their fair value as of the end of the reporting
period. The fair value of servicing rights is subject to fluctuation as a result of changes in the
underlying assumptions used by the third party to conduct its valuation. Servicing rights were
$46,602 at December 31, 2009 and $42,365 at December 31, 2008.
Servicing fee income is recorded for fees earned for servicing loans and is reported on the income
statement as other non-interest income. The fees are based on a contractual percentage of the
outstanding principal of the guaranteed portion. Servicing fees totaled $51,411 for the year ended
December 31, 2009 and $59,763 for the year ended December 31, 2008.
TRANSFERS OF FINANCIAL ASSETS: Transfers of financial assets are accounted for as sales,
when control over the assets has been relinquished. Control over transferred assets is deemed to be
surrendered when the assets have been isolated from the Company, the transferee obtains the right
(free of conditions that constrain it from taking advantage of that right) to pledge or exchange
the transferred assets, and the Company does not maintain effective control over the transferred
assets through an agreement to repurchase them before their maturity.
39
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FORECLOSED ASSETS: Assets acquired through or instead of loan foreclosure are initially
recorded at fair value less estimated selling cost when acquired, establishing a new cost basis. If
fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense.
Operating costs after acquisition are expensed.
PREMISES AND EQUIPMENT: Land is carried at cost. Premises and equipment are stated at
cost less accumulated depreciation. Buildings and related components are depreciated using the
straight-line method with useful lives ranging from 5 to 40 years. Furniture, fixtures and
equipment are depreciated using the straight-line method with useful lives ranging from 3 to 7
years.
FEDERAL HOME LOAN BANK (FHLB) STOCK: The Bank is a member of the FHLB system. Members are
required to own a certain amount of stock based on the level of borrowings and other factors. FHLB
stock is carried at cost, classified as a restricted security, and periodically evaluated for
impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as
income.
LONG-TERM ASSETS: Premises and equipment and other long-term assets are reviewed for
impairment when events indicate their carrying amount may not be recoverable from future
undiscounted cash flows. If impaired, the assets are recorded at fair value.
REPURCHASE AGREEMENTS: Substantially all repurchase agreement liabilities represent
amounts advanced by various customers. These balances are not deposits and are not covered by
federal deposit insurance. Securities are pledged to cover these liabilities.
STOCK COMPENSATION: Compensation cost is recognized for stock options and restricted stock
awards issued to employees, based on the fair value of these awards at the date of grant. A
Black-Scholes model is utilized to estimate the fair value of stock options, while the market price
of the Companys common stock at the date of grant is used for restricted stock awards.
Compensation cost is recognized over the required service period, generally defined as the vesting
period. For awards with graded vesting, compensation cost is recognized on a straight-line basis
over the requisite service period for the entire award.
INCOME TAXES: Income tax expense is the total of the current year income tax due or
refundable and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax amounts for the temporary differences between carrying
amounts and tax bases of assets and liabilities, computed using enacted tax rates. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to
be realized.
40
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
A tax position is recognized as a benefit only if it is more likely than not that the tax
position would be sustained in a tax examination, with a tax examination being presumed to occur.
The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being
realized on examination. For tax positions not meeting the more likely than not test, no tax
benefit is recorded. The Company is only subject to examinations of federal taxing authorities for
years after 2005. The Company and its subsidiaries are subject to U.S. federal income tax. The
Company does not expect the total amount of unrecognized tax benefits to significantly increase in
the next twelve months. The Company recognizes interest and/or penalties related to income tax
matters in income tax expense. The Company did not have any amounts accrued for interest and
penalties at either December 31, 2008 or December 31, 2009.
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS: Financial instruments include off-balance sheet
credit instruments, such as commitments to make loans and standby letters of credit, issued to meet
customer financing needs. The face amount for these items represents the exposure to loss, before
considering customer collateral or ability to repay. Such financial instruments are recorded when
they are funded. Standby letters of credit are considered guarantees in accordance with guidance
issued by FASB and are recorded at fair value.
EARNINGS PER COMMON SHARE: Basic earnings per common share is net income (loss) divided by
the weighted average number of common shares outstanding during the period. Diluted earnings per
common share includes the dilutive effect of additional potential common shares issuable under
stock options. In 2009, stock options for 47,300 shares of common stock were not considered in
computing diluted earnings per share because they were anti-dilutive. In 2008, there were 53,300
shares not considered for the same reason.
COMPREHENSIVE INCOME (LOSS): Comprehensive income consists of net income (loss) and other
comprehensive income (loss). Other comprehensive income includes unrealized gains and losses on
securities available for sale, which are also recognized as separate components of equity.
LOSS CONTINGENCIES: Loss contingencies, including claims and legal actions arising in the
ordinary course of business are recorded as liabilities when the likelihood of loss is probable and
an amount or range of loss can be reasonably estimated. Currently, management does not believe
there now are such matters that will have a material effect on the financial statements.
RESTRICTIONS ON CASH: The Bank was required to have $1,132,000 of cash on hand, or on
deposit, with the Federal Reserve Bank to meet regulatory reserve and clearing requirements at
year-end 2009. The requirement at year-end 2008 was $716,000.
41
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
DIVIDEND RESTRICTIONS: Holders of the Companys common stock are entitled to receive
dividends that the Board of Directors may declare from time to time. The Company may only pay
dividends out of funds that are legally available for that purpose. The Companys ability to pay dividends to its
shareholders depends primarily on the Banks ability to pay dividends to the Company. Dividend
payments and extensions of credit to the Company from the Bank are subject to legal and regulatory
limitations, generally based on capital levels and current and retained earnings. The ability of
the Bank to pay dividends is also subject to its profitability, financial condition, capital
expenditures and other cash flow requirements. In addition, under the terms of the subordinated
debentures, the Company would be precluded from paying dividends on its common stock if an event of
default has occurred and is continuing under the subordinated debentures, or if the Company
exercised its right to defer payments of interest on the subordinated debentures, until the
deferral ended. Additionally, the Companys dividends are limited to $500,000 annually by its Fifth
Third Bank debt covenant if the resource of the cash was from loan proceeds.
FAIR VALUE OF FINANCIAL INSTRUMENTS: Fair value of financial instruments is estimated using
relevant market information and other assumptions, as more fully disclosed in a separate note.
Fair value estimates involve uncertainties and matters of significant judgment regarding interest
rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could significantly affect the
estimates.
ADOPTION OF NEW ACCOUNTING STANDARDS:
In April 2009, the FASB amended existing guidance for determining whether impairment is
other-than-temporary for debt securities. The guidance requires an entity to assess whether it
intends to sell, or it is more likely than not that it will be required to sell, a security in an
unrealized loss position before recovery of its amortized cost basis. If either of these criteria
is met, the entire difference between amortized cost and fair value is recognized as impairment
through earnings. For securities that do not meet the aforementioned criteria, the amount of
impairment is split into two components as follows: 1) OTTI related to other factors, which is
recognized in other comprehensive income and 2) OTTI related to credit loss, which must be
recognized in the income statement. The credit loss is defined as the difference between the
present value of the cash flows expected to be collected and the amortized cost basis.
Additionally, disclosures about other-than-temporary impairments for debt and equity securities
were expanded. This guidance was effective for interim and annual reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption
of this guidance on June 30, 2009 had no effect on the Companys results of operations or financial
position.
Additionally in April 2009, the FASB issued guidance that emphasizes that the objective of a fair
value measurement does not change even when market activity for the asset or liability has
decreased significantly. Fair value is the price that would be received for an asset sold or paid
to transfer a liability
42
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
in an orderly transaction (that is, not a forced liquidation or distressed sale) between market
participants at the measurement date under current market conditions. When observable transactions
or quoted prices are not considered orderly, then little, if any, weight should be assigned to the
indication of the asset or liabilitys fair value. Adjustments to those transactions or prices
should be applied to determine the appropriate fair value. The guidance, which was applied
prospectively, was effective for interim and annual reporting periods ending after June 15, 2009
with early adoption for periods ending after March 15, 2009. The adoption of this guidance on June
30, 2009 had no effect on the Companys results of operations or financial position.
In June 2009, the FASB replaced The Hierarchy of Generally Accepted Accounting Principles,
with the FASB Accounting Standards Codification TM (The Codification) as the source of
authoritative accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive
releases of the Securities and Exchange Commission under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. The Codification was effective for
financial statements issued for periods ending after September 15, 2009.
In August 2009, the FASB amended existing guidance for the fair value measurement of liabilities by
clarifying 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 a valuation
technique that uses the
quoted price of the identical liability when traded as an asset, quoted prices for similar
liabilities or similar liabilities when traded as assets, or that is consistent with existing fair
value guidance. The
amendments in this guidance also clarify that both a quoted price in an active market for the
identical liability at the measurement date and the quoted price for the identical liability when
traded as an asset in an active market when no adjustments to the quoted price of the asset are
required are Level 1 fair value measurements. The guidance was effective for the first reporting
period beginning after issuance. The
adoption of this guidance on September 30, 2009 had no effect on the Companys results of
operations or financial position.
EFFECT OF NEWLY ISSUED BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS:
Management has reviewed the issued but not yet effective accounting standards and has concluded
that none are material to the Companys financial statements.
OPERATING SEGMENTS: While Management monitors the revenue streams of the various products
and services, the identifiable segments are not material and operations are managed and financial
performance is evaluated on a Company-wide basis. Accordingly, all of the financial service
operations are considered to be aggregated in one reportable segment, banking.
43
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
RECLASSIFICATION: Some items in the prior year financial statements were reclassified to
conform to the current presentation.
NOTE 2
SECURITIES
The fair value of available for sale securities and the related gross unrealized gains and losses
recognized in accumulated other comprehensive income (loss) were as follows:
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Available for Sale |
||||||||||||||||
2009 |
||||||||||||||||
U.S. Government and
federal agency |
$ | 14,357,370 | $ | 138,037 | $ | 0 | $ | 14,495,407 | ||||||||
Municipals |
1,144,121 | 33,165 | 0 | 1,177,286 | ||||||||||||
Mortgage-backed-
residential |
5,753,711 | 226,766 | (3,144 | ) | 5,977,333 | |||||||||||
$ | 21,255,202 | $ | 397,968 | $ | (3,144 | ) | $ | 21,650,026 | ||||||||
Available for Sale |
||||||||||||||||
2008 |
||||||||||||||||
U.S. Government and
federal agency |
$ | 6,609,324 | $ | 297,146 | $ | 0 | $ | 6,906,470 | ||||||||
Municipals |
869,663 | 20,879 | 0 | 890,542 | ||||||||||||
Mortgage-backed-
residential |
10,652,075 | 326,285 | (5,402 | ) | 10,972,958 | |||||||||||
$ | 18,131,062 | $ | 644,310 | $ | (5,402 | ) | $ | 18,769,970 | ||||||||
Proceeds from sales of available for sale securities in 2009 totaled $5,430,311 resulting in a
realized gain of $273,010 and unrealized losses of $4,375. There were no sales of available for
sale securities in 2008.
The carrying amount, unrecognized gains and losses and fair value of securities held to maturity
were as follows:
Gross | Gross | |||||||||||||||
Amortized | Unrecognized | Unrecognized | Fair | |||||||||||||
Held to Maturity | Cost | Gains | Losses | Value | ||||||||||||
2009 |
||||||||||||||||
Municipals |
$ | 5,841,421 | $ | 104,016 | $ | 0 | $ | 5,945,437 | ||||||||
2008 |
||||||||||||||||
Municipals |
$ | 6,609,620 | $ | 105,373 | $ | (8,002 | ) | $ | 6,706,991 | |||||||
44
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2
SECURITIES (Continued)
The fair value of debt securities and carrying amount, if different, at year-end 2009 and year-end
2008 by contractual maturity were as follows. Securities not due at a single maturity date,
primarily mortgage-backed securities, are shown separately:
Available for Sale | Held to Maturity | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
2009 | Cost | Value | Cost | Value | ||||||||||||
Due in one year or less |
$ | 1,005,004 | $ | 1,011,077 | $ | 0 | $ | 0 | ||||||||
Due from one to five years |
13,957,329 | 14,116,787 | 1,391,503 | 1,449,340 | ||||||||||||
Due in more than five
years |
539,158 | 544,829 | 4,449,918 | 4,496,097 | ||||||||||||
Due in more than ten years |
0 | 0 | 0 | 0 | ||||||||||||
Mortgage-backed |
5,753,711 | 5,977,333 | 0 | 0 | ||||||||||||
$ | 21,255,202 | $ | 21,650,026 | $ | 5,841,421 | $ | 5,945,437 | |||||||||
Available for Sale | Held to Maturity | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
2008 | Cost | Value | Cost | Value | ||||||||||||
| | | | | | |||||||||||||||
Due in one year or less |
$ | 1,219,897 | $ | 1,228,737 | $ | 0 | $ | 0 | ||||||||
Due from one to five years |
4,567,348 | 4,783,379 | 1,776,150 | 1,811,015 | ||||||||||||
Due in more than five
years |
1,691,742 | 1,784,896 | 3,976,161 | 4,026,453 | ||||||||||||
Due in more than ten years |
0 | 0 | 857,309 | 869,523 | ||||||||||||
Mortgage-backed |
10,652,075 | 10,972,958 | 0 | 0 | ||||||||||||
$ | 18,131,062 | $ | 18,769,970 | $ | 6,609,620 | $ | 6,706,991 | |||||||||
45
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 SECURITIES (Continued)
Securities with unrealized losses not recognized in income at year-end 2009 and 2008, aggregated by
investment category and length of time that individual securities have been in a continuous
unrealized loss position are as follows:
2009 | Less Than 12 Months | 12 Months or More | Total | |||||||||||||||||||||
Description of | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | ||||||||||||||||||
Securities | Value | Loss | Value | Loss | Value | Loss | ||||||||||||||||||
Mortgage-backed
residential |
$ | 237,655 | $ | (3,144 | ) | $ | 0 | $ | 0 | $ | 237,655 | $ | (3,144 | ) | ||||||||||
Total temporarily
impaired |
$ | 237,655 | $ | (3,144 | ) | $ | 0 | $ | 0 | $ | 237,655 | $ | (3,144 | ) | ||||||||||
2008 | Less Than 12 Months | 12 Months or More | Total | |||||||||||||||||||||
Description of | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | ||||||||||||||||||
Securities | Value | Loss | Value | Loss | Value | Loss | ||||||||||||||||||
Municipals |
$ | 701,998 | $ | (8,002 | ) | $ | 0 | $ | 0 | $ | 701,998 | $ | (8,002 | ) | ||||||||||
Mortgage-backed residential |
604,457 | (5,402 | ) | 0 | 0 | 604,457 | (5,402 | ) | ||||||||||||||||
Total temporarily
impaired |
$ | 1,306,455 | $ | (13,404 | ) | $ | 0 | $ | 0 | $ | 1,306,455 | $ | (13,404 | ) | ||||||||||
Other-Than-Temporary-Impairment
Management evaluates securities for OTTI at least on a quarterly basis, and more frequently when
economic or market conditions warrant such an evaluation. The investment securities portfolio is
evaluated for OTTI following guidance issued by FASB.
In determining OTTI under the FASB model, management considers many factors, including: (1) the
length of time and the extent to which the fair value has been less than cost, (2) the financial
condition and near-term prospects of the issuer, (3) whether the market decline was affected by
macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or
more likely than not will be required to sell the debt security before its anticipated recovery.
The assessment of whether an other-than-temporary decline exists involves a high degree of
subjectivity and judgment and is based on the information available to management at a point in
time.
When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity
intends to sell the security or it is more likely than not it will be required to sell the security
before recovery of its amortized cost basis, less any current-period credit loss. If an entity
intends to sell or it is more likely than
46
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2
SECURITIES (Continued)
not it will be required to sell the security before recovery of its amortized cost basis, less any
current-period credit loss, the OTTI will be recognized in earnings equal to the entire difference
between the investments amortized cost basis and its fair value at the balance sheet date. If an
entity does not intend
to sell the security and it is not more likely than not that the entity will be required to sell
the security before recovery of its amortized cost basis less any current-period loss, the OTTI
will be separated into the amount representing the credit loss and the amount related to all other
factors. The amount of the total OTTI related to the credit loss is determined based on the present
value of cash flows expected to be collected and is recognized in earnings. The amount of the total
OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes.
The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized
cost basis of the investment.
At year-end 2009 and 2008, approximately 100% of the mortgage-backed securities held by the Company
were issued by U.S. government-sponsored entities and agencies, primarily Fannie Mae and Freddie
Mac, institutions which the government has affirmed its commitment to support. At December 31,
2009, one mortgage-backed security had unrealized loss with aggregate depreciation of 1.32% from
the Companys amortized cost basis. The security is issued by a government agency. During the first
half of the year the Company implemented a strategy to realize market value gains within its
securities portfolio to supplement earnings and capital. Going forward it is not the Companys
intent to continue this practice. It is likely that these debt securities will be retained given
the fact that they are pledged to various public funds. The reported decline in value is not
material, is deemed to be market driven and the depreciation in value is not considered to be
other-than-temporary.
At year-end 2009 and 2008, there were no holdings of securities of any one issuer, other than U.S.
Government and federal agencies, in an amount greater than 10% of shareholders equity.
Securities pledged at year-end 2009 had a carrying amount of $26,086,672 and were pledged to secure
public fund customers, the Federal Reserve Discount Window, customer repurchase agreements, FHLB
advances, and treasury tax and loan balances. Pledged securities at year-end 2008 had a carrying
amount of $25,270,227.
47
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 LOANS
Loans at year-end were as follows:
2009 | 2008 | |||||||
Commercial |
$ | 69,926,958 | $ | 76,710,342 | ||||
Real Estate: |
||||||||
Commercial |
70,504,399 | 81,257,794 | ||||||
Residential |
18,625,574 | 16,275,219 | ||||||
Construction |
1,518,378 | 3,850,176 | ||||||
Consumer |
22,140,462 | 26,549,298 | ||||||
Credit Cards |
596,584 | 596,953 | ||||||
183,312,355 | 205,239,782 | |||||||
Less: Allowance for loan losses |
(3,782,132 | ) | (4,350,903 | ) | ||||
Net deferred loan fees |
(64,528 | ) | (86,579 | ) | ||||
Loans, net |
$ | 179,465,695 | $ | 200,802,300 | ||||
Activity in the allowance for loan losses for the year was as follows:
2009 | 2008 | |||||||
Beginning balance |
$ | 4,350,903 | $ | 3,602,948 | ||||
Charge-offs |
(3,228,567 | ) | (1,260,851 | ) | ||||
Recoveries |
52,153 | 64,830 | ||||||
Provision for loan losses |
2,607,643 | 1,943,976 | ||||||
Ending balance |
$ | 3,782,132 | $ | 4,350,903 | ||||
Impaired loans were as follows:
2009 | 2008 | |||||||
Year-end loans with no allocated allowance for loan losses |
$ | 5,025,520 | $ | 2,684,532 | ||||
Year-end loans with allocated allowance for loan losses |
9,148,730 | 9,092,437 | ||||||
Total |
$ | 14,174,250 | $ | 11,776,969 | ||||
Amount of the allowance for loan losses specifically allocated |
$ | 1,726,570 | $ | 2,465,185 |
2009 | 2008 | |||||||
Average of impaired loans during the year |
$ | 11,754,330 | $ | 14,725,828 | ||||
Interest income recognized during impairment |
389,548 | 640,102 | ||||||
Cash-basis interest income recognized |
339,636 | 576,091 |
Non-performing loans were as follows:
2009 | 2008 | |||||||
Loans past due over 90 days still on accrual |
$ | 981,704 | $ | 79,828 | ||||
Non-accrual loans |
8,117,994 | 5,779,835 |
48
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3
LOANS (Continued)
Non-performing loans and impaired loans are defined differently. Some loans may be included in
both categories, whereas other loans may only be included in one category. Non-accrual loans and
loans past due 90 days still on accrual include both smaller balance homogeneous loans that are
collectively evaluated for impairment and individually classified impaired loans. The Company has
allocated $360,443 of specific reserves to customers whose loan terms have been modified in
troubled debt restructurings as of December 31, 2009. The Company has also committed $1,185,958 to
customers whose loans are classified as a trouble debt restructuring.
NOTE 4
FORECLOSED ASSETS
Foreclosed asset activity: |
2009 | 2008 | |||||||
Beginning of year |
$ | 5,884,093 | $ | 567,000 | ||||
Additions |
2,928,689 | 5,761,983 | ||||||
Proceeds from sales |
(392,411 | ) | (361,619 | ) | ||||
Losses from sales |
(73,833 | ) | 0 | |||||
Direct write-downs |
(1,905,622 | ) | (83,271 | ) | ||||
End of year |
$ | 6,440,916 | $ | 5,884,093 | ||||
Expenses related to foreclosed assets include:
2009 | 2008 | |||||||
Operating expenses, net of rental income |
$ | 565,905 | $ | 150,953 |
NOTE 5 PREMISES AND EQUIPMENT
Year-end premises and equipment were as follows:
2009 | 2008 | |||||||
Land & land improvements |
$ | 5,447,328 | $ | 5,447,328 | ||||
Buildings & building improvements |
5,959,371 | 5,959,371 | ||||||
Furniture, fixtures and equipment |
3,648,675 | 3,587,487 | ||||||
Construction in process |
61,432 | 23,454 | ||||||
15,116,806 | 15,017,640 | |||||||
Less: accumulated depreciation |
3,823,637 | 3,147,899 | ||||||
$ | 11,293,169 | $ | 11,869,741 | |||||
Depreciation expense was $675,738 for 2009 and $705,097 for 2008.
49
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 DEPOSITS
Deposits at year-end are summarized as follows:
2009 | 2008 | |||||||
Non-interest-bearing DDA |
$ | 24,884,625 | $ | 19,135,831 | ||||
Interest-bearing DDA |
27,677,774 | 16,327,722 | ||||||
Money market |
19,330,781 | 18,784,620 | ||||||
Savings |
8,611,038 | 10,891,294 | ||||||
Certificate of deposit |
118,072,391 | 154,426,073 | ||||||
$ | 198,576,609 | $ | 219,565,540 | |||||
Time deposits of $100,000 or more were $82,976,909 at year-end 2009 and $114,041,752 at year-end
2008.
Scheduled maturities of time deposits, as of year-end 2009, were as follows:
2010 |
$ | 65,329,412 | ||
2011 |
47,690,141 | |||
2012 |
4,718,095 | |||
2013 |
234,569 | |||
2014 |
100,174 | |||
$ | 118,072,391 | |||
Brokered time deposits were $52,683,579 at year-end 2009 and $79,251,421 at year-end 2008.
NOTE 7 SHORT-TERM BORROWINGS
Short-term borrowings are generally comprised of repurchase agreements, federal funds purchased and
Discount Window borrowings. Repurchase agreements are advances by customers that are not covered
by federal deposit insurance. This obligation of the Bank is secured by bank-owned securities held
by a third-party safekeeping agent. Federal funds purchased are unsecured overnight borrowings from
various correspondent banks. Discount Window borrowings are collateralized by securities and home
equity loans. The Bank can borrow from the Discount Window under the primary credit program for up
to 90 days at a rate of 25 basis points over the Federal Open Market Committees target federal
funds rate which is currently 0.50%.
The balances at year-end are shown below:
Repurchase | Federal Funds | Discount | ||||||||||
Agreements | Purchased | Window | ||||||||||
Outstanding at December 31, 2009 |
$ | 7,000,327 | $ | 0 | $ | 0 | ||||||
Average interest rate at year-end |
0.66 | % | 0 | % | 0 | % | ||||||
Average balance during year |
7,489,802 | 0 | 150,959 | |||||||||
Average interest rate during year |
0.78 | 0 | 0.50 | |||||||||
Maximum month end balance during year |
10,393,960 | 0 | 2,120,000 |
50
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 SHORT-TERM BORROWINGS (Continued)
Repurchase | Federal Funds | Discount | ||||||||||
Agreements | Purchased | Window | ||||||||||
Outstanding at December 31, 2008 |
$ | 5,813,605 | $ | 0 | $ | 0 | ||||||
Average interest rate at year-end |
0.50 | % | 0 | % | 0 | % | ||||||
Average balance during year |
4,604,290 | 55,497 | 128,937 | |||||||||
Average interest rate during year |
1.38 | 2.14 | 2.22 | |||||||||
Maximum month end balance during year |
5,856,382 | 0 | 0 |
The Bank had securities of $9.4 million pledged to repurchase agreements at December 31, 2009 and
$6.9 million pledged at December 31, 2008.
Collateral pledged to the Discount Window at December 31, 2009 consisted of $6.9 million in
securities and $10.6 million in home equity loans. At December 31, 2008, collateral consisted of
$7.4 million in securities and $14.1 million in home equity loans.
NOTE 8 FEDERAL HOME LOAN BANK ADVANCES
Year-end advances from the FHLB are as follows:
Current | ||||||||||||
Maturity Date | Interest Rate | 2009 | 2008 | |||||||||
March 24, 2010 |
5.99 | % | $ | 1,500,000 | $ | 1,500,000 | ||||||
November 3, 2010 |
5.95 | 2,000,000 | 2,000,000 | |||||||||
December 13, 2010 |
5.10 | 2,500,000 | 2,500,000 | |||||||||
$ | 6,000,000 | $ | 6,000,000 | |||||||||
After November 2003, all three advances were eligible to convert to a floating rate index at the
option of the FHLB. As of December 31, 2009, the FHLB had not exercised its option in any of the
cases. If the FHLB exercises its conversion option, the advances may be repaid without penalty.
The Bank had both loans and securities with a fair market value of $7,547,828 pledged to the FHLB
to support current borrowings at year-end 2009. At year-end 2008, the Bank had total loans pledged
of $9,144,452. There were no securities pledged at year-end 2008.
NOTE 9 SUBORDINATED DEBENTURES
Community Shores Capital Trust I, a business trust formed by the Company, sold 4,500 Cumulative
Preferred Securities (trust preferred securities) at $1,000 per security in a December 2004
offering. The proceeds from the sale of the trust preferred securities were used by the Trust to
purchase an
51
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 SUBORDINATED DEBENTURES (Continued)
equivalent amount of subordinated debentures from the Company. The trust preferred securities and
subordinated debentures carry a floating rate of 2.05% over the 3-month LIBOR and was 2.30063% at
year-end 2009 and 3.52% at year-end 2008. The stated maturity is December 30, 2034. The securities
are
redeemable at par after five years and are, in effect, guaranteed by the Company. Interest on the
subordinated debentures are payable quarterly on March 30th, June 30th,
September 30th and December 30th. Under certain circumstances, interest
payments may be deferred up to 20 calendar quarters. However, during any such deferrals, interest
accrues on any unpaid distributions. The Company is not
considered the primary beneficiary of the Trust (variable interest entity), therefore the Trust is
not consolidated in the Companys financial statements, but rather the subordinated debentures are
shown as a liability, and the interest expense is recorded on the Companys consolidated statement
of income.
NOTE 10 NOTES PAYABLE
The Company had a $5.0 million revolving line of credit with Fifth Third Bank (Fifth Third)
secured by the common stock of the Bank. The total balance outstanding at December 31, 2008 was
$4,200,000. On May 5, 2009, the Company made a draw of $800,000 advancing the line fully. The
revolving line of credit and its $5.0 million outstanding principal balance was converted to a term
loan on December 18, 2009. The debt is still secured by the common stock of the Bank however, the
rate did increase. The outstanding principal bears interest at a rate of 275 basis points above
Fifth Thirds prime rate; 175 basis points more than before. The current interest rate on the
outstanding principal balance is 6.00% compared to 4.25% prior to refinancing. The maturity date
of the term loan is January 3, 2011. The loan is not amortizing. Interest is payable quarterly in
arrears on the last business day of March, June, September, and December. The term loan may be
prepaid in whole or in part without any prepayment fee.
The new term note includes covenants such as: the Company may not use the loan proceeds to pay
dividends in excess of $500,000 annually; the Company must have cash available to service quarterly
interest; the Bank must be well capitalized and the Company must be adequately capitalized; capped
ratios of non-performing loans to total loans and non-performing assets to total assets becoming
applicable on March 31, 2010; and a consolidated return on asset ratio becoming applicable for the
quarter ended June 30, 2010. The Company was in compliance with all applicable financial covenants
at December 31, 2009 and expects to meet the required quarterly covenants until the loan matures in
early 2011. If any of the above mentioned covenants are broken it is considered an Event of Default
and at the option of Fifth Third, all or any part of the unpaid principal and interest balance may
become immediately due.
52
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 BENEFIT PLANS
The Companys 401(k) benefit plan allows employee contributions up to the dollar limit set by law
which was $16,500 in 2009 and $15,500 in 2008. The Company had a Safe Harbor 401(k) Plan in both
2009 and 2008. The matching formula for both plan years was 100% of the first 3% of compensation
contributed and 50% of the next 3%. Effective June 1, 2009, the Company suspended the match. The
match was in place for the entire year in 2008. The match expense for 2009 was $55,361 and $144,339
for 2008.
NOTE
12 INCOME TAXES
The consolidated provision for federal income tax expense (benefit) was as follows:
2009 | 2008 | |||||||
Current payable (receivable) |
$ | (867,133 | ) | $ | (363,509 | ) | ||
Deferred liability (benefit) |
0 | (268,094 | ) | |||||
Valuation allowance establishment |
985,959 | 0 | ||||||
$ | 118,826 | $ | (631,603 | ) | ||||
The net deferred tax asset recorded includes the following amounts of deferred tax assets and
liabilities as of December 31, 2009 and 2008:
2009 | 2008 | |||||||
Deferred tax asset |
||||||||
Allowance for loan losses |
$ | 982,970 | $ | 1,285,753 | ||||
Non-accrual loans |
34,715 | 46,702 | ||||||
Deferred loan costs, net |
11,828 | 19,611 | ||||||
AMT credit carryforward |
0 | 49,625 | ||||||
Foreclosed assets |
707,400 | 79,170 | ||||||
Other |
20,137 | 16,392 | ||||||
Net operating loss carryforward |
580,253 | 0 | ||||||
2,337,303 | 1,497,253 | |||||||
Deferred tax liabilities |
||||||||
Depreciation |
(237,661 | ) | (231,353 | ) | ||||
Accretion on securities |
(565 | ) | (6,195 | ) | ||||
Unrealized gain on securities available for sale |
(217,229 | ) | (217,229 | ) | ||||
Prepaid expenses |
(35,494 | ) | (42,980 | ) | ||||
Other |
(13,526 | ) | (13,526 | ) | ||||
(504,475 | ) | (511,283 | ) | |||||
$ | 1,832,828 | $ | 985,970 | |||||
Valuation allowance |
(1,832,828 | ) | 0 | |||||
Net deferred tax asset |
$ | 0 | $ | 985,970 | ||||
Accounting guidance related to income taxes requires that companies assess whether a valuation
allowance should be established against their deferred tax assets based on the consideration of all
available evidence using a more likely than not standard. In making such judgments, we consider
both positive and negative
53
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
12 INCOME TAXES (Continued)
evidence and analyze changes in near-term market conditions as well as other factors which may
impact future operating results. Significant weight is given to evidence that can be objectively
verified. The continuing recent losses resulting from the distressed operating environment in
Michigan have significantly restricted our ability under the accounting rules to rely on
projections of future taxable income to support the recovery of our deferred tax assets.
Consequently, we determined it necessary to establish a valuation allowance against our entire net
deferred tax asset. The valuation allowance against our deferred tax assets may be reversed to
income in future periods to the extent that the related deferred income tax assets are realized or
the valuation allowance is otherwise no longer required. We will continue to monitor our deferred
tax assets quarterly for changes affecting their realizability.
A reconciliation of the difference between federal income tax expense (benefit) and the amount
computed by applying the statutory rate of 34% in 2009 and 2008 is as follows:
2009 | 2008 | |||||||
Tax at statutory rate |
$ | (1,646,808 | ) | $ | (564,081 | ) | ||
Tax-exempt interest income |
(75,698 | ) | (76,077 | ) | ||||
Other |
8,504 | 8,555 | ||||||
Valuation allowance |
1,832,828 | 0 | ||||||
Federal income tax expense (benefit) |
$ | 118,826 | $ | (631,603 | ) | |||
There were no unrecognized tax benefits at December 31, 2009, and the Company does not expect the
total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve
months.
The Company is no longer subject to examination by the Internal Revenue Service for years before
2006.
The Company recognizes interest and/or penalties related to income tax matters in income tax
expense. The Company does not have any amounts accrued for interest and penalties at December 31,
2009 and is not aware of any claims for such amounts by federal income tax authorities.
During 2009, the Company generated a net operating loss carryover of $1,706,626 to be utilized to
offset future taxable income that expires in 2029.
54
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
13 RELATED PARTY TRANSACTIONS
Loans and commitments to principal officers, directors and their affiliates in 2009 were as
follows:
Beginning balance |
$ | 6,450,299 | ||
New loans and line advances |
4,617,865 | |||
Repayments |
(6,639,271 | ) | ||
Ending balance |
$ | 4,428,893 | ||
Deposits from principal officers, directors and their affiliates were $2,924,518 at year-end 2009
and $3,562,869 at year-end 2008.
NOTE 14 STOCK OPTIONS
The Company has three share-based compensation plans as described below. Total compensation cost
that has been charged against income for those plans was $0 for both 2008 and 2009. Consequently,
there was no income tax benefit recorded for either 2008 or 2009.
Stock Option Plans
Options to buy stock were granted to officers under the 1998 Employee Stock Option Plan, which
provided for issue of options for up to 150,000 shares of stock of the Company. Exercise price is
not less than the market price at date of grant. The maximum option term is ten years, and
presently outstanding options vested over three years.
Options to buy stock were granted to nonemployee directors of the Company under the Director Stock
Option Plans of 2003 and 2005. Both plans provided for the issuance of options for up to 20,000
shares of stock of the Company. The exercise price for options issued under these plans was not
less than the market price per share as of the date of grant. The maximum option term is ten years
for both plans. Outstanding options under the plans were exercisable in full as of the date the
options were granted.
55
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
14 STOCK OPTIONS (Continued)
A summary of the activity in the plans for 2009 is as follows:
Weighted | ||||||||||||||||
Number of | Weighted | Average | ||||||||||||||
Shares | Average | Remaining | Aggregate | |||||||||||||
Subject to | Exercise | Contractual | Intrinsic | |||||||||||||
Options | Price | Term | Value* | |||||||||||||
Outstanding at beginning of year |
53,300 | $ | 11.25 | |||||||||||||
Granted |
0 | 0 | ||||||||||||||
Exercised |
0 | 0 | ||||||||||||||
Forfeited or expired |
(6,000 | ) | 13.10 | |||||||||||||
Outstanding at end of year |
47,300 | $ | 11.01 | 3.5 | $ | 0 | ||||||||||
Exercisable at end of year |
47,300 | $ | 11.01 | 3.5 | $ | 0 | ||||||||||
* | The stock price at December 31, 2009 did not exceed the weighted average option exercise price. |
All outstanding options are fully vested, therefore there is no unrecognized compensation cost
related to options.
As of December 31, 2009, there were 2,000 shares available for grant in the Director Stock Option
Plan of 2005 and 53,000 shares available to grant in the Employee Stock Option Plan of 2005.
NOTE 15 CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS
Banks are subject to regulatory capital requirements administered by federal banking agencies.
Since the Company is a one bank holding company with consolidated assets less than $500 million,
regulatory minimum capital ratios are applied only to the Bank. 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 by regulators. Failure to meet
capital requirements can initiate regulatory action. Management believes that as of December 31,
2009, the Company and Bank meet all capital adequacy requirements under the prompt corrective
action guidelines however the Bank did not have a total leverage capital ratio (tier 1 capital
divided by the quarterly average assets) of 8% or more at year-end 2009, a ratio that it had
volunteered to comply. On March 23, 2010, the FDIC was notified of this situation but to date there
has been no communicated intention that regulatory action will result.
Prompt corrective action regulations provide five classifications: well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized,
although these terms are not used to represent overall financial condition. If a bank is not well
capitalized, regulatory approval is required to accept brokered deposits. Subject to limited
exceptions, a bank may not make a capital distribution if, after making the distribution, it would
be undercapitalized. If a bank is undercapitalized, it
56
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS (Continued)
is subject to being closely monitored by its principal federal regulator, its asset growth and
expansion are restricted, and plans for capital restoration are required. In addition, further
specific types of restrictions may be imposed on the bank at the discretion of the federal
regulator. At December 31, 2009 and 2008, the Bank was designated as well capitalized under the
regulatory framework for prompt corrective action.
There are no conditions or events since December 31, 2009 that management believes have changed the
Banks category.
Actual and required capital amounts and ratios for 2009 and 2008 are presented below:
Minimum Required to | ||||||||||||||||||||||||
Be Well Capitalized | ||||||||||||||||||||||||
Minimum Required | Under Prompt | |||||||||||||||||||||||
for Capital | Corrective Action | |||||||||||||||||||||||
Actual | Adequacy Purposes | Provisions | ||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
2009 |
||||||||||||||||||||||||
Total Capital to risk-weighted
assets of the Bank |
$ | 21,035,207 | 10.41 | % | $ | 16,167,491 | 8.00 | % | $ | 20,209,363 | 10.00 | % | ||||||||||||
Tier 1 (Core) Capital to risk-weighted assets
of the Bank |
18,493,531 | 9.15 | 8,083,745 | 4.00 | 12,125,618 | 6.00 | ||||||||||||||||||
Tier 1 (Core) Capital to
average assets
of the Bank |
18,493,531 | 7.79 | 9,500,313 | 4.00 | 11,875,391 | 5.00 | ||||||||||||||||||
2008 |
||||||||||||||||||||||||
Total Capital to risk-weighted
assets of the Bank |
$ | 24,445,615 | 10.96 | % | $ | 17,840,749 | 8.00 | % | $ | 22,300,936 | 10.00 | % | ||||||||||||
Tier 1 (Core) Capital to risk-weighted assets
of the Bank |
21,638,698 | 9.70 | 8,920,375 | 4.00 | 13,380,562 | 6.00 | ||||||||||||||||||
Tier 1 (Core) Capital to
average assets
of the Bank |
21,638,698 | 8.30 | 10,423,367 | 4.00 | 13,029,208 | 5.00 |
57
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS (Continued)
In addition to the limitations on tier 1 capital, Federal Reserve guidelines limit the amount of
allowance for loan losses that can be included in tier 2 capital. In general only 1.25% of net
risk-weighted assets are allowed to be included. At December 31, 2009, only $2,541,676 was counted
as tier 2 capital and $1,240,456 was disallowed. At December 31, 2008, $2,806,917 was counted as
tier 2 capital and $1,543,986 was disallowed.
The Bank received no contributions of capital from the Company in 2009.
Federal and state banking laws and regulations place certain restrictions on the amount of
dividends the Bank can transfer to the Company and on the capital levels that must be maintained.
As a result of losses in both 2008 and 2009, currently there are no dividends that can be
distributed without prior regulatory approval. At this time the Companys ability to pay dividends
is dependent on the Bank.
NOTE
16 OFF-BALANCE SHEET ACTIVITIES
Some financial instruments, such as loan commitments, credit lines, letters of credit, and
overdraft protection, are issued to meet customer financing needs. These are agreements to provide
credit or to support the credit of others, as long as conditions established in the contract are
met, and usually have
expiration dates. Commitments may expire without being used. Risk to credit loss exists up to the
face amount of these instruments, although material losses are not anticipated. The same credit
policies are used to make such commitments as are used for loans, including obtaining collateral at
exercise of the commitment.
The contractual amount of financial instruments with off-balance sheet risk was as follows at
year-end:
2009 | 2008 | |||||||||||||||
Fixed | Variable | Fixed | Variable | |||||||||||||
Rate | Rate | Rate | Rate | |||||||||||||
Unused lines of credit |
$ | 790,487 | $ | 26,415,850 | $ | 872,120 | $ | 28,350,347 | ||||||||
Unused standby letters of credit |
0 | 1,050,000 | 0 | 1,399,958 | ||||||||||||
Commitments to make loans |
866,340 | 0 | 80,758 | 0 |
Commitments to make loans are generally made for periods of 60 days or less. At year-end 2009, the
fixed rate loan commitments had interest rates ranging from 4.00% to 8.50% and maturities ranging
from 2 months to 30 years.
58
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Following are condensed parent company only financial statements:
CONDENSED BALANCE SHEETS
December 31,
December 31,
2009 | 2008 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 1,037,316 | $ | 542,681 | ||||
Investment in subsidiaries |
18,711,438 | 23,235,847 | ||||||
Other assets |
8,841 | 13,891 | ||||||
Total assets |
$ | 19,757,595 | $ | 23,792,419 | ||||
LIABILITIES AND EQUITY |
||||||||
Accrued expenses and other liabilities |
$ | 517,604 | $ | 145,965 | ||||
Notes payable |
5,000,000 | 4,200,000 | ||||||
Subordinated debentures |
4,500,000 | 4,500,000 | ||||||
Shareholders equity |
9,739,991 | 14,946,454 | ||||||
Total liabilities and shareholders equity |
$ | 19,757,595 | $ | 23,792,419 | ||||
CONDENSED STATEMENTS OF INCOME
Years Ended December 31,
Years Ended December 31,
2009 | 2008 | |||||||
Other income |
$ | 5,958 | $ | 10,933 | ||||
Interest expense |
(349,431 | ) | (461,657 | ) | ||||
Other expense |
(338,590 | ) | (350,907 | ) | ||||
Loss before income tax benefit and undistributed
Subsidiary income |
(682,063 | ) | (801,631 | ) | ||||
Equity in undistributed subsidiary income (loss) |
(4,280,316 | ) | (498,382 | ) | ||||
Federal income tax benefit |
0 | (272,554 | ) | |||||
Net loss |
$ | (4,962,379 | ) | $ | (1,027,459 | ) | ||
59
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31,
Years Ended December 31,
2009 | 2008 | |||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (4,962,379 | ) | $ | (1,027,459 | ) | ||
Equity in undistributed subsidiary income (loss) |
4,280,316 | 498,382 | ||||||
Adjustments: |
||||||||
Depreciation and amortization |
0 | 1,042 | ||||||
Net change in: |
||||||||
Other assets |
5,050 | 293,333 | ||||||
Other liabilities |
371,639 | 54,301 | ||||||
Net cash from operating activities |
(305,374 | ) | (180,401 | ) | ||||
Cash flows from investing activities |
||||||||
Capital investment into subsidiaries |
9 | 26 | ||||||
Net cash from investing activities |
9 | 26 | ||||||
Cash flows from financing activities |
||||||||
Draws on notes payable and line of credit |
800,000 | 0 | ||||||
Paydown on notes payable |
0 | (6,043 | ) | |||||
Net cash from financing activities |
800,000 | (6,043 | ) | |||||
Net change in cash and cash equivalents |
494,635 | (186,418 | ) | |||||
Beginning cash and cash equivalents |
542,681 | 729,099 | ||||||
Ending cash and cash equivalents |
$ | 1,037,316 | $ | 542,681 | ||||
60
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
18 OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) components and related tax effects were as follows:
2009 | 2008 | |||||||
Unrealized holding gains (losses) on available for sale securities |
$ | (512,719 | ) | $ | 544,830 | |||
Less reclassification adjustments for (gains) and losses later
recognized in income |
(268,635 | ) | 0 | |||||
Net unrealized gain (loss) |
(244,084 | ) | 544,830 | |||||
Tax effect |
0 | 185,242 | ||||||
Other comprehensive income (loss) |
$ | (244,084 | ) | $ | 359,588 | |||
NOTE 19 FAIR VALUE MEASUREMENTS
Fair value is the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date. A fair value
hierarchy requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. There are three levels of inputs that may be used to
measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the
entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entitys own assumptions about
the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate fair value:
Securities: The fair values of securities are obtained from a third party who utilizes quoted
prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing (Level 2
inputs), which is a mathematical technique used widely in the industry to value debt securities
without relying exclusively on
61
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 FAIR VALUE MEASUREMENTS (Continued)
quoted prices for the specific securities but rather by relying on the securities relationship to
other benchmark quoted securities.
Servicing Rights: The fair value of SBA servicing rights is obtained from a third party using
assumptions provided by the Company. The individual servicing rights are valued individually taking
into consideration the original term to maturity, the current age of the loan and the remaining
term to maturity. Their valuation methodology utilized for the servicing rights begins with
generating future cash flows for each servicing asset, based on its unique characteristics and
market-based assumptions for prepayment speeds. The present value of the future cash flows are then
calculated utilizing the vendors market-based discount rate assumptions.
Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for
loan losses is generally based on recent real estate appraisals and broker market opinions. These
appraisals may utilize a single valuation approach or a combination of approaches including
comparable sales and the income approach. Adjustments are routinely made in the appraisal process
by the appraisers to adjust for differences between the comparable sales and income data available.
Such adjustments are typically significant and result in a level 3 classification of the inputs for
determining fair value.
Foreclosed Assets: Nonrecurring adjustments to certain commercial and residential real estate
properties classified as foreclosed assets are measured at the lower of carrying amount or fair
value, less costs to sell. Fair values are generally based on third party appraisals of the
property and broker market opinions, resulting in a Level 3 classification. In cases where the
carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.
Loans Held For Sale: Loans held for sale are carried at the lower of cost or fair value, as
determined by outstanding commitments from third party investors.
62
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 FAIR VALUE MEASUREMENTS (Continued)
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurements at December 31, | ||||||||||||||||
Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
December 31, | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
2009: |
||||||||||||||||
Available for sale
securities: |
||||||||||||||||
US Government and
federal agency |
$ | 14,495,407 | $ | 500,000 | $ | 13,995,407 | $ | 0 | ||||||||
Municipals |
1,177,286 | 0 | 1,177,286 | 0 | ||||||||||||
Mortgage-backed
- residential |
5,977,333 | 0 | 5,977,333 | 0 | ||||||||||||
Servicing assets |
45,602 | 0 | 45,602 | 0 | ||||||||||||
2008: |
||||||||||||||||
Available for sale
securities: |
||||||||||||||||
US Government and
federal agency |
$ | 6,906,470 | $ | 533,000 | $6,373,470 | $ | 0 | |||||||||
Municipals |
890,542 | 0 | 890,542 | 0 | ||||||||||||
Mortgage-backed
- residential |
10,972,958 | 0 | 10,972,958 | 0 | ||||||||||||
Servicing assets |
42,365 | 0 | 42,365 | 0 |
Assets and liabilities measured at fair value on a non-recurring basis are summarized below:
Fair Value Measurements at December 31, | ||||||||||||||||
Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | ||||||||||||||
December 31, | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
2009: |
||||||||||||||||
Impaired loans |
$ | 7,422,160 | $ | 0 | $ | 0 | $ | 7,422,160 | ||||||||
Foreclosed assets |
6,210,650 | 0 | 0 | 6,210,650 | ||||||||||||
2008: |
||||||||||||||||
Impaired loans |
$ | 6,627,252 | $ | 0 | $ | 0 | $ | 6,627,252 | ||||||||
Foreclosed assets |
5,862,092 | 0 | 0 | 5,862,092 |
63
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 FAIR VALUE MEASUREMENTS (Continued)
The following represents impairment charges recognized during the period:
Impaired loans, which are collateral dependent loans, are measured for impairment using the fair
value of the collateral and had a carrying amount of $9,148,730, with an allocated allowance of
$1,726,570 at December 31, 2009, resulting in an additional provision for loan losses of $1,369,407
for the year ending December 31, 2009. At December 31, 2008, impaired loans had a carrying amount
of $9,092,437, with a valuation allowance of $2,465,185, resulting in an additional provision for
loan losses of $1,522,685 for the year ending December 31, 2008.
Foreclosed assets which are measured at the lower of carrying amount or fair value less costs to
sell, had a carrying amount of $6,210,650 at December 31, 2009 and $5,862,092 at December 31, 2008.
During the year ending December 31, 2009, thirty properties included in this total were written
down by $1,905,622. During the year ending December 31, 2008, four properties were written down by
$83,271. There were also nineteen properties totaling $2,928,689 (at fair value) added to
foreclosed assets during the year ending December 31, 2009, while during the year ending December
31, 2008, there were twenty-four properties totaling $5,761,983 added.
Carrying amount and estimated fair values of financial instruments were as follows at year-end:
2009 | 2008 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
(in thousands) | ||||||||||||||||
Financial assets |
||||||||||||||||
Cash and cash equivalents |
$ | 2,824 | $ | 2,824 | $ | 5,672 | $ | 5,672 | ||||||||
Securities available for sale |
21,650 | 21,650 | 18,770 | 18,770 | ||||||||||||
Securities held to maturity |
5,841 | 5,945 | 6,610 | 6,707 | ||||||||||||
Loans held for sale |
1,071 | 1,078 | 2,355 | 2,380 | ||||||||||||
Loans, net |
179,466 | 176,157 | 200,802 | 200,617 | ||||||||||||
FHLB stock |
404 | N/A | 404 | N/A | ||||||||||||
Accrued interest receivable |
885 | 885 | 1,005 | 1,005 | ||||||||||||
Financial liabilities |
||||||||||||||||
Deposits |
198,577 | 202,151 | 219,566 | 223,275 | ||||||||||||
Federal funds purchased and
repurchase agreements |
7,000 | 7,000 | 5,814 | 5,814 | ||||||||||||
FHLB advances |
6,000 | 6,020 | 6,000 | 5,999 | ||||||||||||
Subordinated debentures |
4,500 | 3,758 | 4,500 | 4,362 | ||||||||||||
Notes payable |
5,000 | 5,000 | 4,200 | 4,200 | ||||||||||||
Accrued interest payable |
164 | 164 | 326 | 326 |
64
COMMUNITY SHORES BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19 FAIR VALUE MEASUREMENTS (Continued)
The methods and assumptions used to estimate fair value are described as follows:
Carrying amount is the estimated fair value for cash and cash equivalents, short-term borrowings,
accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans
or deposits that reprice frequently and fully. Security fair values are based on the information
previously presented. For fixed rate loans or deposits and for variable rate loans or deposits with
infrequent repricing or repricing limits, fair value is based on discounted cash flows using
current market rates applied to the estimated life and credit risk including consideration for
widening credit spreads. Fair values for impaired loans are estimated using discounted cash flow
analysis or underlying collateral values. Fair value of loans held for sale is based on market
quotes. Fair value of debt is based on current rates for similar financing. It was not practical
to determine the fair value of FHLB stock due to restrictions placed on its transferability.
Estimated fair value for other financial instruments and off-balance sheet loan commitments are
considered to approximate carrying value.
65
SHAREHOLDER INFORMATION
SEC Form 10-K
Copies of the Companys annual report on Form 10-K, as filed with the Securities and Exchange
Commission, are available to shareholders without charge, upon written request. Please mail your
request to Tracey A. Welsh, Senior Vice President and Chief Financial Officer, at Community Shores
Bank Corporation, 1030 W. Norton Avenue, Muskegon, Michigan 49441.
Stock Information
Community Shores Bank Corporation common stock is
traded on the Nasdaq Capital Market under the
ticker symbol CSHB. At March 19, 2010, there were
approximately 180 record holders of the
Companys common stock. The Company has paid no dividends since its formation in 1998.
The following table shows the high and low sales prices for the common stock of the Company by
quarter during 2009 and 2008 as reported by the Nasdaq Capital Market.
Sales Prices
High | Low | |||||||
Calendar Year 2009 |
||||||||
First Quarter |
$ | 2.95 | $ | 1.27 | ||||
Second Quarter |
3.50 | 1.75 | ||||||
Third Quarter |
2.44 | 1.16 | ||||||
Fourth Quarter |
1.90 | 0.50 | ||||||
Calendar Year 2008 |
||||||||
First Quarter |
$ | 9.56 | $ | 5.04 | ||||
Second Quarter |
7.04 | 4.50 | ||||||
Third Quarter |
5.97 | 3.01 | ||||||
Fourth Quarter |
4.00 | 1.49 |
Market Makers
At January 14, 2010 the following firms were registered with Nasdaq as market makers in common
stock of the Company:
UBS Securities LLC 677 Washington Boulevard Stamford, Connecticut 06901 Knight Equity Markets, L.P. 545 Washington Boulevard, 30th Floor Jersey City, New Jersey 07310 |
Stifel, Nicolaus & Co., Inc. 100 Light Street Baltimore, Maryland 21202 McAdams Wright Ragen 925 Fourth Avenue Seattle, Washington 98104 |
Howe Barnes Investments, Inc. 222 S Riverside Plz, 7th Floor Chicago, Illinois 60606 Monroe Securities, Inc. 47 State Street Rochester, New York 14614 |
66
Stock Registrar and Transfer Agent
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
1-800-368-5948, via e-mail at
info@rtco.com or online at their
website, www.rtco.com
10 Commerce Drive
Cranford, New Jersey 07016-3572
1-800-368-5948, via e-mail at
info@rtco.com or online at their
website, www.rtco.com
Legal Counsel
Dickinson Wright PLLC
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226
and
200 Ottawa Avenue, N.W., Suite 1000
Grand Rapids, Michigan 49503
www.dickinsonwright.com
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226
and
200 Ottawa Avenue, N.W., Suite 1000
Grand Rapids, Michigan 49503
www.dickinsonwright.com
Independent Auditors
Crowe Horwath LLP
55 Campau Avenue N.W., Suite 300
Grand Rapids, Michigan 49503
55 Campau Avenue N.W., Suite 300
Grand Rapids, Michigan 49503
Additional Information
News media representatives and those seeking additional information about the Company should
contact Heather D. Brolick, President and Chief Executive Officer of the Company, at (231)
780-1800, or by writing her at 1030 W. Norton Avenue, Muskegon, Michigan 49441.
Annual Meeting
This years Annual Meeting will be held at 2:00 p.m., on Thursday, May 13, 2010, at the Muskegon
Country Club, 2801 Lakeshore Drive, Muskegon, Michigan.
67
OFFICERS AND DIRECTORS
Community Shores Bank Corporation Board of Directors
Gary F. Bogner
|
Real Estate Developer | |
(Chairman, non-officer) |
||
Heather D. Brolick
|
President and Chief Executive Officer | |
Robert L. Chandonnet
|
Owner and President, The Nugent Sand Company, Inc. | |
(Vice Chairman, non-officer) |
||
Bruce J. Essex
|
Chairman, Port City Die Cast | |
Steven P. Moreland
|
President and Chief Executive Officer, Automatic Spring Products Corporation | |
Bruce C. Rice
|
President, ESCO Company (chemical manufacturer) | |
Jonathan L. Smith
|
Manager, Gull Consulting, LLC | |
Roger W. Spoelman
|
President and Chief Executive Officer, Mercy Health Partners (regional hospital) | |
Executive Officers |
||
Heather D. Brolick
|
President and Chief Executive Officer | |
John M. Clark
|
Senior Vice President and Secretary | |
Tracey A. Welsh
|
Senior Vice President, Chief Financial Officer and Treasurer |
68
OFFICERS AND DIRECTORS
Community Shores Bank Board of Directors
Gary F. Bogner
|
Real Estate Developer | |
(Chairman, non-officer) |
||
Heather D. Brolick
|
President and Chief Executive Officer | |
Robert L. Chandonnet
|
Owner and President, The Nugent Sand Company, Inc. | |
(Vice Chairman, non-officer) |
||
Bruce J. Essex
|
Chairman, Port City Die Cast | |
Steven P. Moreland
|
President and Chief Executive Officer, Automatic Spring Products Corporation | |
Bruce C. Rice
|
President, ESCO Company (chemical manufacturer) | |
Jonathan L. Smith
|
Manager, Gull Consulting, LLC | |
Roger W. Spoelman
|
President and Chief Executive Officer, Mercy Health Partners (regional hospital) | |
Management Team |
||
Ralph R. Berggren
|
Senior Vice President | |
Heather D. Brolick
|
President and Chief Executive Officer | |
John M. Clark
|
Senior Vice President/Commercial Loan Department Head and Secretary | |
Amy L. Schultz
|
Senior Vice President and Technology/Operations Manager | |
Lori E. Versalle
|
Senior Vice President and Branch Administrator | |
Tracey A. Welsh
|
Senior Vice President, Chief Financial Officer and Treasurer |
69
OFFICERS AND DIRECTORS
Officers of the Bank
Joel M. Andersen
|
Credit Manager | |
Faith A. Biros
|
Deposit Processing Manager | |
Monica J. Bixeman
|
Retail Banking Officer | |
Sherri S. Campbell
|
Vice President / Deposit Operations Manager | |
Kelly M. Christian
|
Assistant Vice President / Controller | |
Jennifer L. Egeler
|
Assistant Controller | |
Thomas A. Ellis
|
Senior Vice President / Mortgage Loan Officer | |
Sharon L. Gary
|
Human Resources Manager | |
Martin B. Hillila
|
Vice President / Commercial Lending Officer | |
Jon M. Huizenga
|
Assistant Vice President / Mortgage Loan Officer | |
Robert J. Jacobs
|
Senior Vice President / Business Development Officer | |
Susan M. Kane
|
Vice President / Mortgage Loan Operations Manager | |
Alan W. Kowalski
|
Assistant Vice President / Loan Adjustment-Collections Manager | |
Kimberli A. LaVallee
|
Assistant Vice President / Grand Haven Branch Manager | |
Ronald Maciejewski
|
Vice President / Commercial Lending Officer | |
Patricia A. McKenney
|
Assistant Vice President / Loan Operations Manager | |
Renee L. Nyblade
|
Vice President / Mortgage Loan Officer | |
Sharon Prus
|
Assistant Vice President / North Muskegon Branch Manager | |
Benjamin D. Robbins
|
Vice President / Commercial Lending Officer | |
Jamie J. Sheffer
|
Harvey Office Branch Manager | |
Clinton A. Todd
|
Vice President / Retail Lending | |
Laurie J. White
|
Vice President / Retail Deposit Sales Manager |
70