UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
 | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
(Exact name of small business issuer as specified in its charter)
Michigan (State or other jurisdiction of incorporation or organization) | | 38-3291744 (IRS Employer Identification No.) |
100 North Main Street, PO Box 7, Mount Clemens, MI 48046-0007
(Address of principal executive offices and zip code)
(586) 783-4500
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
Class Common Stock, $5 stated value | | Outstanding at August 13, 2002 2,670,778 Shares |
Transitional Small Business Disclosure Format: Yes
No 
NEXT PAGEPART I
Item 1. Financial Statements
The financial statements of Community Central Bank Corporation (the "Corporation") include the consolidation of its direct and indirect subsidiaries: Community Central Bank (the "Bank"); Community Central Capital Trust I (the "Trust"); and Community Central Mortgage Company, LLC (the "Mortgage Company"). The Trust, a business trust subsidiary of the Corporation was established in June 2002 for the purpose of issuing floating rate cumulative preferred securities ("Trust Preferred Securities").
Following are the Corporation's Consolidated Balance Sheet as of June 30, 2002 and December 31, 2001, and Consolidated Statements of Income, Comprehensive Income, and Cash Flow for the quarter and six month periods ended June 30, 2002 and June 30, 2001. These unaudited financial statements are for interim periods, and do not include all disclosures normally provided with annual financial statements. The interim statements should be read in conjunction with the financial statements and footnotes contained in the Corporation's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001.
In the opinion of management, the interim statements referred to above contain all adjustments (consisting of normal, recurring items) necessary for a fair presentation of the financial statements. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
2NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Consolidated Balance Sheet
| June 30, 2002 (unaudited) | | December 31, 2001
| |
| (In thousands) |
Assets | | | | |
Cash and due from banks | $6,629 | | $6,892 | |
Federal funds sold | 24,200
| | 21,200
| |
Cash and Cash Equivalents | 30,829
| | 28,092
| |
Securities available for sale, at fair value | 46,891 | | 44,328 | |
Investment securities, at amortized cost | 872 | | 1,207 | |
FHLB stock | 875 | | 875 | |
Residential mortgage loans held for sale | 7,536 | | 5,010 | |
Loans | | | | |
Residential mortgage loans | 23,076 | | 21,200 | |
Commercial loans | 141,677 | | 128,174 | |
Installment loans | 5,851
| | 4,837
| |
Total Loans | 170,604 | | 154,211 | |
Allowance for credit losses | (2,982
| ) | (2,930
| ) |
Net Loans | 167,622
| | 151,281
| |
Net property and equipment | 1,872 | | 1,777 | |
Other real estate owned | 320 | | ---- | |
Accrued interest receivable | 1,166 | | 1,248 | |
Other assets | 2,045
| | 1,218
| |
Total Assets | $260,028
| | $235,036
| |
(continued)
3NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued
Consolidated Balance Sheet
| June 30, 2002 (unaudited) | | December 31, 2001
| |
| (In thousands) |
Liabilities | | | | |
Deposits | | | | |
Noninterest bearing demand deposits | $33,047 | | $27,188 | |
NOW and money market accounts | 25,641 | | 19,185 | |
Savings deposits | 7,826 | | 7,572 | |
Time deposits | 135,488
| | 138,369
| |
Total deposits | 202,002
| | 192,314
| |
Repurchase agreements | 7,087 | | 6,739 | |
Federal Home Loan Bank advances | 17,400 | | 13,400 | |
Accrued interest payable | 427 | | 438 | |
Other liabilities | 418 | | 304 | |
Capitalized lease obligation | 972 | | 993 | |
ESOP note payable | 346 | | 371 | |
Guaranteed preferred beneficial interests in the Corporation's subordinated debentures | 10,000
| | ----
| |
Total Liabilities | 238,652
| | 214,559
| |
Stockholders' Equity | | | | |
Common stock -- $5.00 stated value; 9,000,000 shares authorized; 2,670,778 shares issued and outstanding at 6-30-2002, and 2,661,922 at 12-31-2001 | 13,354 | | 13,309 | |
Additional paid-in capital | 5,032 | | 5,009 | |
Accumulated surplus | 3,078 | | 2,368 | |
Unearned employee benefit | (346 | ) | (371 | ) |
Accumulated other comprehensive income | 258
| | 162
| |
Total Stockholders' Equity | 21,376
| | 20,477
| |
Total Liabilities and Stockholders' Equity | $260,028
| | $235,036
| |
4NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Consolidated Statement of Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, |
| 2002
| 2001
| 2002
| 2001
|
| (In thousands, except per share data) |
Interest Income | | | | |
Loans (including fees) | $2,976 | $3,120 | $5,850 | $6,576 |
Securities | 576 | 458 | 1,137 | 815 |
Federal funds sold | 61
| 328
| 162
| 735
|
Total Interest Income | 3,613
| 3,906
| 7,149
| 8,126
|
Interest Expense | | | | |
Deposits | 1,234 | 2,009 | 2,534 | 4,341 |
Short term borrowings | 32 | 49 | 74 | 85 |
Advances from FHLB | 202 | 6 | 389 | 6 |
Capitalized lease obligation | 33 | 35 | 66 | 68 |
ESOP loan interest expense | 4 | 7 | 8 | 16 |
Interest expense of guaranteed preferred beneficial interest in Corporation's subordinated debentures
| 6
| ----
| 6
| ----
|
Total Interest Expense | 1,511
| 2,106
| 3,077
| 4,516
|
Net Interest Income | 2,102 | 1,800 | 4,072 | 3,610 |
Provision for credit losses | 165
| 75
| 315
| 175
|
Net Interest Income after Provision | 1,937
| 1,725
| 3,757
| 3,435
|
Noninterest Income | | | | |
Deposit service charges | 52 | 66 | 106 | 135 |
Net realized security gain | 4 | 54 | 34 | 95 |
Mortgage banking income | 983 | ---- | 1,451 | ---- |
Other income | 43
| 80
| 112
| 143
|
Total Noninterest Income | 1,082
| 200
| 1,703
| 373
|
Noninterest Expense | | | | |
Salaries, benefits, and payroll taxes | 1,370 | 610 | 2,317 | 1,195 |
Premises and fixed asset expense | 270 | 200 | 503 | 389 |
Other operating expense | 764
| 529
| 1,406
| 1,036
|
Total Noninterest Expense | 2,404
| 1,339
| 4,226
| 2,620
|
Income Before Taxes | 615 | 586 | 1,234 | 1,188 |
Provision for income taxes | 196
| 196
| 390
| 399
|
Net Income | $419
| $390
| $844
| $789
|
(continued)
5NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Consolidated Statement of Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, |
| 2002
| 2001
| 2002
| 2001
|
Per share data: | | | | |
Basic earnings | $0.16 | $0.15 | $0.32 | $0.30 |
Diluted earnings | $0.16
| $0.15
| $0.32
| $0.30
|
Cash Dividends | $0.05
| $ ----
| $0.05
| $ ----
|
6NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Consolidated Statement of Comprehensive Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, |
| 2002
| 2001
| 2002
| 2001
|
| (In thousands) |
Net Income as Reported | $419 | $390 | $844 | $789 |
Other Comprehensive Income, Net of Tax Change in unrealized gain on securities available for sale |
230
|
12
|
96
|
123
|
Comprehensive Income | $649
| $402
| $940
| $912
|
7NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Consolidated Statement of Cash Flow
(Unaudited)
| Six Months Ended June 30, |
| 2002
| | 2001
| |
| (In thousands) |
Operating Activities | | | | |
Net income | $844 | | $789 | |
Adjustments to reconcile net income to net cash flow from operating activities: | | | | |
Net accretion of security discount | 152 | | 16 | |
Net gain on sales and call of securities | (34 | ) | (95 | ) |
Provision for credit losses | 315 | | 175 | |
Depreciation expense | 190 | | 138 | |
Deferred income tax | (202 | ) | (21 | ) |
ESOP compensation expense | 25 | | 25 | |
Decrease in accrued interest receivable | 82 | | 128 | |
(Increase) Decrease in other assets | (995 | ) | 47 | |
Decrease in accrued interest payable | (11 | ) | (321 | ) |
Increase (Decrease) in other liabilities | 114 | | (11 | ) |
Increase in loans held for sale | (2,526
| ) | ----
| |
Net Cash (Used in) Provided by Operating Activities | (2,046 | ) | 870 | |
Investing Activities | | | | |
Maturities, calls, sales and prepayments of securities available for sale | 26,438 | | 12,690 | |
Purchase of securities available for sale | (28,973 | ) | (32,690 | ) |
Maturities, calls, and prepayments of investment securities | 335 | | 285 | |
(Increase) Decrease in loans | (16,656 | ) | 2,599 | |
Purchases of property and equipment | (285
| ) | (50
| ) |
Net Cash (Used in) Investing Activities | (19,141 | ) | (17,166 | ) |
Financing Activities | | | | |
Increase in demand and savings deposits | 12,569 | | 5,081 | |
Decrease in time deposits | (2,881 | ) | (2,743 | ) |
Increase in short term borrowings | 348 | | 5,399 | |
Guaranteed preferred beneficial interest in Corporation's subordinated debentures | 10,000 | | ---- | |
Increase in FHLB advances | 4,000 | | ---- | |
Repayment of capitalized lease obligation | (87 | ) | (76 | ) |
Payment of ESOP debt | (25
| ) | (25
| ) |
Net Cash Provided by Financing Activities | 23,924
| | 7,636
| |
Increase (Decrease) in Cash and Cash Equivalents | 2,737 | | (8,660 | ) |
Cash and Cash Equivalents at the Beginning of the Year | 28,092
| | 33,012
| |
Cash and Cash Equivalents at the End of the Period | $30,829
| | $24,352
| |
Supplemental Disclosure of Cash Flow Information: | | | | |
Interest Paid | $3,088 | | $4,837 | |
Federal Taxes Paid | $589
| | $415
| |
8NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion compares the financial condition of the Corporation and its wholly owned subsidiaries, Community Central Bank at June 30, 2002 and December 31, 2001 and the results of operations for the quarter and six months ended June 30, 2002 and 2001. This discussion should be read in conjunction with the financial statements and statistical data presented elsewhere in this report. This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation and the Bank. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Actual results and outcomes may materially differ from what may be expressed or forecasted in the forward-looking statements. The Corporation undertakes no obligation to update, amend, or clarify forward looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.
Future Factors include changes in interest rate and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation; changes in tax laws; changes in 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; and other factors, including risk factors, referred to from time to time in filings made by the Corporation 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.
9NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Assets
The Corporation's total assets have increased by $25.0 million, to $260.0 million at June 30, 2002, compared with $235.0 million at December 31, 2001.
The following table shows the amortized cost and estimated fair value of the Corporation's security portfolio as of the dates indicated. On the balance sheet, investment securities (i.e., those which the Corporation has the ability and intent to hold to maturity) are stated at cost, adjusted for amortization of premium or accretion of discount. Securities available for sale are shown on the balance sheet at estimated fair value.
| June 30, 2002
| December 31, 2001
|
| Amortized Cost
| Fair Value
| Amortized Cost
| Fair Value
|
| (In thousands) |
Securities Available for Sale | | | | |
U.S. Government agency debentures | $12,706 | $12,870 | $22,089 | $22,171 |
Mortgage backed securities | 3,105 | 3,156 | 2,440 | 2,471 |
Fed Agency / Collateralized mortgage obligations | 22,735 | 22,836 | 13,874 | 14,033 |
Municipal bonds | 7,952
| 8,029
| 5,678
| 5,653
|
Total Securities Available for Sale | 46,498
| 46,891
| 44,081
| 44,328
|
Investment Securities | | | | |
Mortgage backed securities | 872
| 898
| 1,207
| 1,233
|
Total Investment Securities | 872
| 898
| 1,207
| 1,233
|
Total Securities | $47,370
| $47,789
| $45,288
| $45,561
|
10NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Mortgage loans held for sale totaled $7,536,000 at June 30, 2002. The mortgage loans were generated by the Mortgage Company, which started operations July 9, 2001. Loans closed generally remain in loans held for sale for less than 30 days in duration. Loans are normally committed for sale before funding takes place. Commercial loans increased $13.5 million for the six months ended June 30, 2002, while residential mortgage loans increased by $1.9 million for the same period, reflecting increased refinancing activity. Total loans increased by $16.4 million in aggregate during the six-month period ended June 30, 2002.
The Corporation makes loans to customers primarily in Macomb County, Michigan. Although the Corporation has a diversified loan portfolio, a substantial portion of the local economy has traditionally been dependent on the automotive industry. Additionally, the Corporation had approximately $36.6 million in outstanding loans at June 30, 2002, to commercial borrowers in the real estate rental and property management industries.
A summary of nonperforming assets is as follows:
| June 30, 2002
| | December 31, 2001
| |
| (In thousands) |
Impaired loans: | | | | |
Nonaccrual | $427
| | $2,572
| |
Total impaired loans | $427 | | $2,572 | |
Other real estate | 320
| | ----
| |
Total nonperforming assets | $747
| | $2,572
| |
Impaired loans as a percentage of total loans |
0.25
| % |
1.67
| % |
Total nonperforming assets as a percentage of total assets |
0.29
| % |
1.09
| % |
A summary of total loans past due 90-days and still accruing interest is as follows:
| June 30, 2002
| | December 31, 2001
| |
| (In thousands) |
Commercial | $ ---- | | $ ---- | |
Residential real estate | 439 | | ---- | |
Installment | 26
| | 10
| |
Total loans past due 90 days or more And still accruing interest | $465
| | $10
| |
11NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Nonperforming loans, as a percentage of total loans was 0.25%, decreasing from December 31, 2001 at 1.67%, and also below June 30, 2001 at 0.61%. Total nonperforming assets, which includes other real estate owned, comprised 0.29% of total assets, again down from December 31, 2001 and June 30, 2001 percentages of 1.09% and 0.43%, respectively. The most sizeable decrease in the second quarter of 2002 occurred as a result of the payoff of one large non-performing commercial credit for $2.2 million.
The following table shows an analysis of the allowance for credit losses:
| Six Months Ended June 30, |
| 2002
| | 2001
| |
| (In thousands) |
Allowance for credit losses at beginning of period | $2,930 | | $2,654 | |
Provision charged to expense | 315 | | 175 | |
Loans charged off | (314 | ) | (213 | ) |
Loans recovered | 51
| | 52
| |
Allowance for credit losses at end of period | $2,982
| | $2,668
| |
Allowance for credit losses as a percentage of portfolio loans at period end | 1.75 | % | 1.74 | % |
The allowance for credit losses as a percentage of total loans, was 1.75% at June 30, 2002, versus 1.90% and 1.74% December 31, 2001 and June 30, 2001, respectively. In each accounting period, management evaluates the problems and potential losses in the loan portfolio. Consideration is also given to off-balance sheet items that may involve credit risk, such as commitments to extend credit and financial guarantees. Management's evaluation of the allowance is further based on consideration of actual loss experience, the present and prospective financial condition of borrowers, adequacy of collateral, industry concentrations within the portfolio, and general economic conditions. Management believes that the present allowance is adequate, based on the broad range of considerations listed above.
The primary risk element considered by management regarding each installment and residential real estate loan is lack of timely payment. Management has a reporting system that monitors past due loans and has adopted policies to pursue its creditor's rights in order to preserve the Bank's position. The primary risk elements concerning commercial loans are the financial condition of the borrower, the sufficiency of collateral, and lack of timely payment. Management has a policy of requesting and reviewing financial statements from its commercial loan customers, and periodically reviews existence of collateral and its value.
Although management believes that the allowance for credit losses is adequate to absorb losses as they arise, there can be no assurance that the Bank will not sustain losses in any given period that could be substantial in relation to the size of the allowance for credit losses.
12NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Liabilities
During the six months ended June 30, 2002, total deposits increased by $9.7 million, to $202.0 million. The increase in deposits was attributable to increases in demand and interest bearing core deposit accounts. The Corporation has been utilizing Federal Home Loan Bank ("FHLB") advances to better match against interest rate risk.
Short term borrowings at June 30, 2002 consist of securities sold with an agreement to repurchase them the following day. Following are details of short term borrowings for the dates indicated:
| June 30, 2002
| | December 31, 2001
| |
| (in thousands, except percentages) |
Amount outstanding at end of period | $7,087 | | $6,739 | |
Weighted average interest rate on ending balance | 1.75 | % | 1.75 | % |
Maximum amount outstanding at any month end during the period | $7,217 | | $9,160 | |
FHLB Advances
In June 2001, the Corporation started to borrow long-term advances from the FHLB to fund fixed rate instruments and to minimize the interest rate risk associated with certain fixed rate commercial mortgage loans and investment securities. These advances are secured under a blanket security agreement by first mortgage loans and the pledging of certain securities.
FHLB advances outstanding at June 30, 2002 were as follows:
| June 30, 2002
|
| (in thousands, except percentages) |
| Ending Balance
| | Average rate at end of period
| |
Short-term FHLB advances | $4,000 | | 4.42 | % |
Long-term FHLB advances | 13,400
| | 4.74
| % |
| $17,400 | | 4.67 | % |
Long-term advances comprised ten advances with maturities ranging from August 2003 to August 2011.
13NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Capital and Dividends
Following are selected capital ratios for the Corporation as of the dates indicated, along with the minimum regulatory requirement for each item. Capital requirements for bank holding companies are set by the Federal Reserve Board. In many cases, bank holding companies are expected to operate at capital levels higher than the minimum requirement.
| June 30, 2002
| December 31, 2001
| Minimum Requirement
|
Tier I capital to risk-weighted assets | 15.20% | 12.14% | 4% |
Total capital to risk-weighted assets | 18.05% | 13.40% | 8% |
Primary capital to assets | 12.86% | 9.89% | 5.5% |
Total capital to assets | 12.86% | 9.89% | 6% |
Tier I capital to quarterly average assets (leverage) | 11.66% | 8.97% | 4% |
On April 15, 2002, the Board of Directors of the Corporation declared the Corporation's first cash dividend, with the dividend payment set at $0.05 per common share, payable July 1, 2002, to shareholders of record June 3, 2002.
During the second quarter of 1999, the Corporation established an employee stock ownership plan ("ESOP"). The ESOP subsequently borrowed $500,000 from an unrelated bank to finance the purchase of the Corporation's stock. The ESOP loan has been recorded as if it was long term debt of the Corporation, with a corresponding reduction in equity. Repayment of the loan will be made solely from contributions by the Corporation, which has guaranteed the loan.
Community Central Capital Trust I, a business trust subsidiary of the Corporation sold 10,000 Cumulative Preferred Securities ("trust preferred securities") at $1,000.00 per trust preferred security in June 2002. The proceeds from the sale of the trust preferred securities were used by the trust to purchase an equivalent amount of subordinated debentures from the Corporation. The trust preferred securities carry a variable rate of interest at the three month libor plus 365 basis points, have a stated maturity of 30 years, and, in effect, are guaranteed by the Corporation. The securities are redeemable at par after 5 years. Distributions on the trust preferred securities are payable quarterly on March 30, June 30, September 30 and December 30. The first distribution is to be paid on September 30, 2002. Under certain circumstances, distributions may be deferred for up to 20 calendar quarters. However, during any such deferrals, interest accrues on any unpaid distributions at the rate of the three month libor plus 365 basis points. The trust preferred securities are carried on the Corporation's consolidated balance sheet as a liability and the interest expense is recorded on the Corporation's consolidated statement of income.
The Trust Preferred Securities qualify for up to 25% of Tier I Capital. Any amount in excess of this limit may be included in Tier 2 Capital.
14NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
The following table shows the changes in stockholders' equity for the six months ended June 30, 2002:
| Common Stock
| Additional Paid-In Capital
| Retained Earnings
| Unearned Employee Benefits
| Accumulated Other Comprehensive Income
| Total Equity
|
Beginning balance, January 1 | $13,309 | $5,009 | $2,368 | $(371) | $162 | $20,477 |
Cash dividend | ---- | ---- | (134) | ---- | ---- | (134) |
Stock option exercise/award | 45 | 23 | ---- | ---- | ---- | 68 |
Net income | ---- | ---- | 844 | ---- | ---- | 844 |
Release of ESOP shares | ---- | ---- | ---- | 25 | ---- | 25 |
Other comprehensive income | ----
| ----
| ----
| ----
| 96
| 96
|
Balance June 30, 2002 | $13,354
| $5,032
| $3,078
| $(346)
| $258
| $21,376
|
Net Interest Income
For the six months ended June 30, 2002, net interest income increased by 12.8%, or $462,000 over the six months ended June 30, 2001. This was primarily due to the reduction in the cost of average interest bearing liabilities from 5.15% to 3.24%, for the same respective period, which resulted primarily from the maturity and repricing of higher interst rate certificate of deposits since June 30, 2001. Additionally, net interest income increased due to a higher average volume of investable earning assets as compared to a year ago. The net interest margin increased for the second quarter to 3.60%, compared with 3.43% for the second quarter of 2001.
15NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
The following table shows the dollar amount of changes in net interest income for each major category of interest earning asset and interest bearing liability, and the amount of change attributable to changes in average balances (volume) or average rates for the periods shown. Variances that are jointly attributable to both volume and rate changes have been allocated to the volume component.
| Three Months Ended June 30, 2002 vs. 2001
| Six Months Ended June 30, 2002 vs. 2001
|
| | | Increase (Decrease) Due to Changes In
| Increase (Decrease) Due to Changes In
|
| Total
| | Volume and Both
| | Rate
| | Total
| | Volume and Both
| | Rate
| |
| (in thousands) |
Earning Assets - Interest Income | | | | | | | | | | | | |
Federal funds sold | $(267 | ) | $(64 | ) | $(203 | ) | ($573 | ) | ($89 | ) | $(484 | ) |
Securities | 118 | | 185 | | (67 | ) | 322 | | 483 | | (161 | ) |
Loans | (144
| ) | 419
| | (563
| ) | (726
| ) | 550
| | (1,276
| ) |
Total | 293
| | 540
| | (833
| ) | (977
| ) | 944
| | (1,921
| ) |
Deposits and Borrowed Funds - Interest Expense | | | | | | | | | | | | |
NOW and money market accounts | 16 | | 17 | | (1 | ) | (16 | ) | 27 | | (43 | ) |
Savings deposits | (14 | ) | 1 | | (15 | ) | (64 | ) | (5 | ) | (59 | ) |
Time deposits | (777 | ) | (98 | ) | (679 | ) | (1,727 | ) | (154 | ) | (1,573 | ) |
FHLB and repo sweeps | 180 | | 173 | | 7 | | 372 | | 369 | | 3 | |
Lease and ESOP | (6 | ) | (4 | ) | (2 | ) | (10 | ) | (4 | ) | (6 | ) |
Guaranteed preferred beneficial interest in Corporation's subordinated debentures | 6
|
| 6
|
| ----
|
| 6
|
| 6
|
| ----
|
|
Total | (595
| ) | 95
| | (690
| ) | (1,439
| ) | 239
| | (1,678
| ) |
Net Interest Income | $302
| | $445
| | $(143
| ) | $462
| | $705
| | ($243
| ) |
16NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Average Balance Sheet
The following table shows the Corporation's consolidated average balances of assets, liabilities, and stockholders' equity; the amount of interest income or interest expense and the average yield or rate for each major category of interest earning asset and interest bearing liability, and the net interest margin, for the three and six month periods ended June 30, 2002 and 2001. Average loans are presented net of unearned income, gross of the allowance for credit losses. Interest on loans includes loan fees. Average securities are based on amortized cost.
| Three Months Ended June 30,
|
| 2002
| 2001
|
| Average Balance
| Interest Income/ Expense
| Average Rate Earned/ Paid
| | Average Balance
| Interest Income/ Expense
| Average Rate Earned/ Paid
| |
| (in thousands) |
Assets | | | | | | | | |
Federal funds sold | $14,376 | $61 | 1.70 | % | $29,537 | $328 | 4.44 | % |
Securities | 45,316 | 576 | 5.08 | | 30,786 | 458 | 5.95 | |
Loans | 174,204
| 2,976
| 6.83
| | 149,702
| 3,120
| 8.34
| |
Total Earning Assets/ Total Interest Income | 233,896
| 3,613
| 6.18
| % | 210,025
| 3,906
| 7.44
| % |
Cash and due from banks | 6,196 | | | | 5,410 | | | |
All other assets | 1,392
| | | | 1,506
| | | |
Total Assets | $241,484
| | | | $216,941
| | | |
Liabilities and Equity | | | | | | | | |
NOW and money market accounts | $23,581 | 74 | 1.26 | % | $18,251 | 58 | 1.27 | % |
Savings deposits | 7,428 | 17 | 0.92 | | 6,892 | 31 | 1.80 | |
Time deposits | 131,496 | 1,143 | 3.48 | | 142,737 | 1,920 | 5.38 | |
FHLB and repo sweeps | 24,434 | 235 | 3.85 | | 6,493 | 55 | 3.39 | |
Capitalized lease obligation and ESOP payable | 1,320 | 36 | 10.91 | | 1,400 | 42 | 12.00 | |
Guaranteed preferred beneficial interest in Corporation's subordinated debentures | 440
| 6
| 5.45
| | ----
| ----
| ----
| |
Total Interest Bearing Liabilities/ Total Interest Expense | 188,699
| 1,511
| 3.20
| % | 175,773
| 2,106
| 4.79
| % |
Noninterest bearing demand deposits | 30,910 | | | | 20,726 | | | |
All other liabilities | 728 | | | | 1,000 | | | |
Stockholders' equity | 21,147
| | | | 19,442
| | | |
Total Liabilities and Equity | $241,484
| | | | $216,941
| | | |
Net Interest Income | | $2,102
| | | | $1,800
| | |
Net Interest Margin (Net Interest Income/Total Earning Assets) | | | 3.60
| % | | | 3.43
| % |
17NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
| Six Months Ended June 30,
|
| 2002
| 2001
|
| Average Balance
| Interest Income/ Expense
| Average Rate Earned/ Paid
| | Average Balance
| Interest Income/ Expense
| Average Rate Earned/ Paid
| |
| (in thousands) |
Assets | | | | | | | | |
Federal funds sold | $19,006 | $162 | 1.70 | % | $29,439 | $735 | 4.99 | % |
Securities | 46,697 | 1,137 | 4.87 | | 26,856 | 815 | 6.07 | |
Loans | 168,052
| 5,850
| 6.96
| | 152,261
| 6,576
| 8.64
| |
Total Earning Assets/ Total Interest Income | 233,755
| 7,149
| 6.12
| % | 208,556
| 8,126
| 7.79
| % |
Cash and due from banks | 6,369 | | | | 5,238 | | | |
All other assets | 1,209
| | | | 1,493
| | | |
Total Assets | $241,333
| | | | $215,287
| | | |
Liabilities and Equity | | | | | | | | |
NOW and money market accounts | $21,847 | 129 | 1.18 | % | $17,250 | 145 | 1.68 | % |
Savings deposits | 7,367 | 37 | 1.00 | | 8,342 | 101 | 2.42 | |
Time deposits | 134,544 | 2,368 | 3.52 | | 143,285 | 4,095 | 5.72 | |
FHLB and repo sweeps | 24,850 | 463 | 3.73 | | 5,039 | 591 | 3.61 | |
Capitalized lease obligation and ESOP payable | 1,331 | 74 | 11.12 | | 1,407 | 84 | 11.94 | |
Guaranteed preferred beneficial interest in Corporation's subordinated debentures | 220
| 6
| 5.45
| | ----
| ----
| ----
| |
Total Interest Bearing Liabilities/ Total Interest Expense | 190,159
| 3,077
| 3.24
| % | 175,323
| 4,516
| 5.15
| % |
Noninterest bearing demand deposits | 29,548 | | | | 19,691 | | | |
All other liabilities | 641 | | | | 1,033 | | | |
Stockholders' equity | 20,985
| | | | 19,240
| | | |
Total Liabilities and Equity | $241,333
| | | | $215,287
| | | |
Net Interest Income | | $4,072
| | | | $3,610
| | |
Net Interest Margin (Net Interest Income/Total Earning Assets) | | | 3.48
| % | | | 3.46
| % |
18NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Noninterest Income
Noninterest income increased by $1.3 million, or 356.6%, for the first six months of 2002 versus the first six months of 2001. Mortgage banking income of $1.4 million provided the largest sector of growth in noninterest income. The largest components of noninterest income are mortgage banking income and service charge fee income. The mortgage banking income consisted of origination fee income received by the Mortgage Company upon the sale of residential mortgages.
Community Central Mortgage Company, LLC
The Mortgage Company commenced operations on July 9, 2001. The Bank contributed its residential real estate portfolio and home equity lines of credit to the Mortgage Company. The Mortgage Company originates mortgage loans primarily for sale to the secondary market. The Mortgage Company has the Bank service the mortgages that it does not sell in the secondary market. The ownership structure of the Mortgage Company consists of two members, Community Central Bank and Community Central Bank Corporation, owning 99% and 1% of the Mortgage Company, respectively.
Community Central Capital Trust I
The Trust, a business trust subsidiary of the Corporation, was established in June 2002 for the purpose of issuing 10,000 floating rate (3 mo. libor plus 365 basis points) Cumulative Preferred Securities ("trust preferred securities") at $1,000.00 per trust preferred security. The net proceeds from the issuance of the trust preferred securities June 2002 were used by the Trust to purchase an equivalent amount of subordinated debentures of the Corporation. The Corporation, in turn, used a majority of the proceeds from the issuance of the subordinated debentures for a capital contribution to the Bank. The only significant asset of the Trust is the subordinated debenture of the Corporation and the only significant liability of the Trust is the trust preferred securities. The trust preferred securities are carried on the Corporation's consolidated balance sheet as a liability and the interest expense is recorded on the Corporation's consolidated statement of income.
Net security gains of $34,000 for the first six months of 2002 were comprised of $45,000 in gross gains and $11,000 in security losses on securities classified as "available for sale." Gains and losses were the result of portfolio restructuring and maximization of investments overall returns with those instruments of relatively short durations.
Noninterest Expense
Noninterest expense increased over the first half of 2001 by 61.3%, to $4.2 million in 2002. This was primarily the result of growth of the Corporation, and reflective of six months of operations from the Mortgage Company in 2002, with no expenses in the first six months of 2001, as the Mortgage Company's operations commenced in July 2001. Growth in noninterest expense was offset by growth in fee income. One segment of salary and benefit growth corresponds to the Mortgage Company and represents the commissions paid to its mortgage loan originators. The offsetting origination income is shown under mortgage banking income. Noninterest expense associated with the Mortgage Company comprised $1.4 million for the first six months of 2002. Total consolidated noninterest expense without the mortgage subsidiary, increased $245,000, or 9.4% over the first six months of 2001.
19NEXT PAGE COMMUNITY CENTRAL BANK CORPORATION
FORM 10-QSB (continued)
Recent Accounting Pronouncements
In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133) was issued. SFAS 133 requires all derivative instruments to be recorded on the balance sheet at estimated fair value. Changes in the fair value of derivative instruments are to be recorded each period either in current earnings or other comprehensive income, depending on whether a derivative is designated part of a hedge transaction. SFAS 133 was adopted by the Corporation in 2000, and did not have a material effect on the consolidated financial position or results of operations. In November 2000, the FASB issued Statement No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (FASB No. 140). This statement revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures. The impact of FASB No. 140 as of December 31, 2000 was not material to the consolidated financial statements.
Liquidity
The liquidity of a bank allows it to provide funds to meet loan requests, to accommodate possible outflows in deposits, and to take advantage of other investment opportunities. Funding of loan requests, providing for liability outflows, and managing interest rate margins require continuous analysis to match the maturities of specific categories of loans and investments with specific types of deposits and borrowings. Bank liquidity depends upon the mix of the banking institution's potential sources and uses of funds. The major sources of liquidity for the Bank have been deposit growth, federal funds sold, loans and securities which mature within one year, and sales of residential mortgage loans. Additional liquidity is provided by a $5.0 million unsecured federal funds borrowing facility, and a $30.0 million secured line of credit with the FHLB. Large deposit balances which might fluctuate in response to interest rate changes are closely monitored. These deposits consist mainly of jumbo time certificates of deposit. We anticipate that we will have sufficient funds available to meet our future commitments. As of June 30, 2002 unused commitments comprised $54.8 million.
Asset/Liability Management
The Corporation's Asset Liability Management Committee ("ALCO"), which meets at least quarterly, is responsible for reviewing the interest rate sensitivity position of the Corporation and establishing policies to monitor and limit exposure to interest rate risk.
The Corporation currently utilizes two quantitative tools to measure and monitor interest rate risk: static gap analysis and net interest income simulation modeling. Each of these interest rate risk measurements has limitations, but management believes when these tools are evaluated together, they provide a balanced view of the exposure the Corporation has to interest rate risk.
20NEXT PAGEThe following table shows the maturity and repricing distribution of the Corporation's interest earning assets and interest bearing liabilities as of June 30, 2002. This table displays the interest rate sensitivity gap (interest rate sensitive assets less interest rate sensitive liabilities), cumulative interest rate sensitivity gap, the interest rate sensitivity gap ratio (interest rate sensitive assets divided by interest rate sensitive liabilities), and the cumulative interest rate sensitivity gap ratio. Loans are presented net of unearned income, gross of allowance, while securities are shown at amortized cost. Assumptions incorporated into the time table include estimates of partial redemptions on Now, Money Market and savings accounts. Prepayment of loans and securities are also included at current levels as of June 30, 2002. Additionally, many variable rate loans have interest rate floors which are incorporated in this table.
| Within Three Months
| After Three Months But Within One Year
| After One Year But Within Five Years
| After Five Years
| Total
|
| (Dollars In thousands) |
Interest earning assets: | | | | | |
Federal funds sold | $24,200 | $ ---- | $ ---- | $ ---- | $24,200 |
Securities | 8,372 | 7,546 | 21,639 | 9,813 | 47,370 |
FHLB stock | ---- | ---- | ---- | 875 | 875 |
Portfolio loans and held for resale | 59,177
| 28,257
| 79,069
| 11,637
| 178,140
|
Total | 91,749
| 35,803
| 100,708
| 22,325
| $250,585
|
Interest bearing liabilities: | | | | | |
NOW and money market accounts | 2,991 | 9,020 | 13,630 | ---- | $25,641 |
Savings deposits | 626 | 1,957 | 5,243 | ---- | 7,826 |
Jumbo time deposits | 45,241 | 20,745 | 17,142 | ---- | 83,128 |
Time deposits < $100,000 | 18,747 | 5,953 | 26,945 | 715 | 52,360 |
Repurchase agreements | 7,087 | ---- | ---- | ---- | 7,087 |
FHLB and repo sweeps | 1,000 | 3,000 | 7,000 | 6,400 | 17,400 |
Capitalized lease obligation and ESOP payable | 356 | 34 | 274 | 654 | 1,318 |
Guaranteed preferred beneficial interest in Corporation's subordinated debentures | 10,000
| ----
| ----
| ----
| 10,000
|
Total | 86,048
| 40,709
| 70,234
| 7,769
| $204,760
|
Interest rate sensitivity gap | $5,701 | ($4,906) | $30,474 | $14,556 | |
Cumulative interest rate sensitivity gap | | $795 | $31,269 | $45,825 | |
Interest rate sensitivity gap ratio | 1.07 | 0.88 | 1.43 | 2.87 | |
Cumulative interest rate sensitivity gap ratio | | 1.01 | 1.16 | 1.22 | |
21NEXT PAGEThe table above indicates the time periods in which interest earning assets and interest bearing liabilities will mature or may be repriced, generally according to their contractual terms. However, this table does not necessarily indicate the impact that general interest rate movements would have on the Corporation's net interest margin, because the repricing of certain assets and liabilities is discretionary, and is subject to competitive and other pressures. As a result, various assets and liabilities indicated as repricing within the same period may, in fact, reprice at different times and at different rate levels.
At June 30, 2002, the Corporation is considered somewhat "asset sensitive" in the time interval of the first three months, according to the preceding table. In a downward rate environment, the Corporation might not be able to decrease prices on interest bearing liabilities as quickly as decreases on rates on interest bearing assets. The Corporation is considered to be evenly matched at the one year accumulated gap position.
On a quarterly basis, the net interest income simulation model is used to quantify the effects of hypothetical changes in interest rates on the Corporation's net interest income over a projected twelve-month period. The model permits management to evaluate the effects of shifts in the Treasury Yield curve, upward and downward, on net interest income expected in a stable interest rate environment.
As of March 31, 2002, the most recent and available analysis, the simulation model projects net interest income would increase by 2.8% of the base net interest income, assuming an instantaneous parallel shift upward in the yield curve by 200 basis points. Conversely, if the yield curve were to decrease by 200 basis points, the model projects net interest income would decrease by 1.6%.
22NEXT PAGEPART II
Item 1. Legal Proceedings
As a depository of funds, the Bank is occasionally named as a defendant in lawsuits (such as garnishment proceedings) involving claims to the ownership of funds in particular accounts. Such litigation is incidental to the Bank's business. Management is not aware of any threatened or pending litigation in which the Corporation or the Bank is likely to experience loss or exposure which would materially affect the Corporation's capital resources, results of operations, or liquidity.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
On April 16, 2002, Community Central Bank Corporation held its Annual Meeting of Stockholders ("Meeting"). The following matters were voted on at the Meeting.
Election of the following persons as directors of the Corporation for terms to expire in 2005:
Nominee | Votes For | Non Votes | Votes Withheld | Total |
Gebran S. Anton | 2,200,233 | 319,765 | 141,924 | 2,661,922 |
Joseph F. Jeannette | 2,204,440 | 319,765 | 137,717 | 2,661,922 |
Michael D. Schwartz | 2,237,918 | 319,765 | 104,239 | 2,661,922 |
The following are the names of the directors (and remaining term) whose term in office continued after the Meeting: Joseph Catenacci (2003); Salvatore Cottone (2004); Celestina Giles (2003); Bobby L. Hill (2004); Dean S. Petitpren (2004); Ronald R. Reed (2004); Anthony R. Tersigni (2003); David A. Widlak (2003).
| Votes For | Votes Against | Abstentions | Non Vote | Total |
Approval of the 2002 Incentive Plan | 2,031,518 | 250,971 | 59,668 | 319,765 | 2,661,922 |
Item 5. Other Information.
Cash Dividend - On July 16, 2002, the Corporation's Board of Directors declared the Corporation's second quarterly cash dividend of $0.05 per common share, payable October 1, 2002, to shareholders of record September 2, 2002.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: See Exhibit Index attached.
(b) Reports on Form 8-K: None
23NEXT PAGESIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 13, 2002.
| COMMUNITY CENTRAL BANK CORPORATION
By: S/ DAVID A. WIDLAK David A. Widlak; Chairman of the Board and CEO (Principal Executive Officer)
By: S/ RAY T. COLONIUS Ray T. Colonius; Treasurer (Principal Financial and Accounting Officer)
|
24NEXT PAGECERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of Community Central Bank Corporation (the "Corporation") that the Quarterly Report of the Corporation on Form 10-QSB for the quarterly period ended June 30, 2002 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Corporation as of the dates and for the periods presented in the financial statements included in such report.
Dated: August 13, 2002
Dated: August 13, 2002 | By: S/ DAVID A. WIDLAK David A. Widlak; Chairman of the Board and CEO (Principal Executive Officer)
By: S/ RAY T. COLONIUS Ray T. Colonius; Treasurer (Principal Financial and Accounting Officer)
|
25NEXT PAGEEXHIBIT INDEX
EXHIBIT NUMBER
| EXHIBIT DESCRIPTION
|
3.1 | Articles of Incorporation are incorporated by reference to exhibit 3.1 of the Corporation's Registration Statement on Form SB-2 (Commission File Number 333-04113) which became effective on September 23, 1996
|
3.2 | Bylaws of the Corporation are incorporated by reference to exhibit 3.2 of the Corporation's Registration Statement on Form SB-2 (Commission File Number 333-04113) which became effective on September 23, 1996
|
11 | Computation of Per Share Earnings |
26NEXT PAGE