UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| | |
þ | | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period endedJune 30, 2009
Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
(Exact name of small business issuer as specified in its charter)
| | |
Michigan | | 38-3291744 |
| | |
(State or other jurisdiction of incorporation | | (IRS Employer Identification No.) |
or organization) | | |
100 North Main Street, PO Box 7, Mount Clemens, MI 48046-0007
(Address of principal executive offices and zip code)
(586) 783-4500
(Issuer’s telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
Large accelerated filero | | Accelerated filero | | Non-accelerated filero (Do not check if a smaller reporting company) | | Smaller reporting companyþ |
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| | |
Class | | Outstanding at August 13, 2009 |
Common Stock | | 3,737,181 Shares |
TABLE OF CONTENTS
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
PART I
Item 1. Financial Statements
Consolidated Balance Sheet
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (Unaudited) | | | | | |
| | (In thousands) | |
Assets | | | | | | | | |
| | | | | | | | |
Cash and due from banks | | $ | 33,986 | | | $ | 9,162 | |
Federal funds sold | | | 994 | | | | 7,000 | |
| | | | | | |
Cash and Cash Equivalents | | | 34,980 | | | | 16,162 | |
| | | | | | | | |
Trading securities at fair value option | | | — | | | | 17,463 | |
Securities available for sale, at fair value | | | 63,503 | | | | 76,552 | |
Securities held to maturity, at amortized cost | | | 3,744 | | | | 1,515 | |
FHLB stock | | | 5,877 | | | | 5,877 | |
Residential mortgage loans held for sale | | | 9,509 | | | | 3,302 | |
| | | | | | | | |
Loans | | | | | | | | |
Commercial real estate | | | 280,066 | | | | 284,811 | |
Commercial and industrial | | | 50,446 | | | | 38,714 | |
Residential real estate | | | 51,036 | | | | 54,409 | |
Home equity lines of credit | | | 22,483 | | | | 21,230 | |
Consumer loans | | | 7,291 | | | | 7,107 | |
Credit card loans | | | 733 | | | | 846 | |
| | | | | | |
Total Loans | | | 412,055 | | | | 407,117 | |
| | | | | | | | |
Allowance for credit losses | | | (9,809 | ) | | | (7,315 | ) |
| | | | | | |
Net Loans | | | 402,246 | | | | 399,802 | |
| | | | | | | | |
Net property and equipment | | | 9,093 | | | | 9,361 | |
Accrued interest receivable | | | 2,025 | | | | 2,479 | |
Other real estate | | | 4,896 | | | | 2,913 | |
Goodwill | | | 638 | | | | 638 | |
Intangible assets, net of amortization | | | 69 | | | | 80 | |
Cash surrender value of Bank Owned Life Insurance | | | 11,123 | | | | 10,975 | |
Other assets | | | 7,646 | | | | 9,831 | |
| | | | | | | | |
| | | | | | |
Total Assets | | $ | 555,349 | | | $ | 556,950 | |
| | | | | | |
(continued)
2
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Balance Sheet
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (Unaudited) | | | | | |
| | (In thousands) | |
Liabilities | | | | | | | | |
| | | | | | | | |
Deposits | | | | | | | | |
Noninterest bearing demand deposits | | $ | 50,189 | | | $ | 34,169 | |
NOW and money market accounts | | | 35,774 | | | | 38,154 | |
Savings deposits | | | 8,781 | | | | 8,585 | |
Time deposits | | | 274,809 | | | | 276,468 | |
| | | | | | |
Total Deposits | | | 369,553 | | | | 357,376 | |
| | | | | | | | |
Repurchase agreements | | | 40,420 | | | | 39,394 | |
Federal Home Loan Bank advances ($5.0 million at fair value option at 12-31-2008) | | | 97,700 | | | | 108,200 | |
Accrued interest payable | | | 685 | | | | 1,050 | |
Other liabilities | | | 3,344 | | | | 3,779 | |
Subordinated debentures at fair value option | | | 11,155 | | | | 12,757 | |
| | | | | | |
Total Liabilities | | | 522,857 | | | | 522,556 | |
| | | | | | | | |
Stockholders’ Equity | | | | | | | | |
Preferred stock (7,000 shares authorized and 3,550 and 3,050 issued and outstanding at June 30, 2009 and December 31, 2008 respectively) | | | 3,550 | | | | 3,050 | |
Common stock (No par value; 9,000,000 shares, authorized, and 3,737,181 and 3,734,781 issued and outstanding at June 30, 2009 and December 31, 2008, respectively) | | | 32,165 | | | | 32,125 | |
Retained deficit | | | (3,017 | ) | | | (516 | ) |
Accumulated other comprehensive loss | | | (206 | ) | | | (265 | ) |
| | | | | | |
Total Stockholders’ Equity | | | 32,492 | | | | 34,394 | |
| | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 555,349 | | | $ | 556,950 | |
| | | | | | |
3
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Statements of Income
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | | | (In thousands, except per share data) | | | | | |
Interest Income | | | | | | | | | | | | | | | | |
Loans (including fees) | | $ | 6,653 | | | $ | 6,373 | | | $ | 12,913 | | | $ | 12,864 | |
Taxable securities | | | 721 | | | | 942 | | | | 1,659 | | | | 1,768 | |
Tax exempt securities | | | 84 | | | | 147 | | | | 198 | | | | 376 | |
Federal funds sold | | | 7 | | | | 54 | | | | 13 | | | | 309 | |
| | | | | | | | | | | | |
Total Interest Income | | | 7,465 | | | | 7,516 | | | | 14,783 | | | | 15,317 | |
| | | | | | | | | | | | | | | | |
Interest Expense | | | | | | | | | | | | | | | | |
NOW and money market accounts | | | 66 | | | | 168 | | | | 151 | | | | 462 | |
Savings deposits | | | 13 | | | | 63 | | | | 30 | | | | 113 | |
Time deposits | | | 2,524 | | | | 2,734 | | | | 5,175 | | | | 5,770 | |
Repurchase agreements and fed funds purchased | | | 315 | | | | 289 | | | | 632 | | | | 520 | |
Federal Home Loan Bank advances | | | 1,133 | | | | 1,248 | | | | 2,271 | | | | 2,474 | |
ESOP loan interest expense | | | — | | | | 1 | | | | — | | | | 1 | |
Subordinated debentures | | | 311 | | | | 216 | | | | 613 | | | | 507 | |
| | | | | | | | | | | | |
Total interest expense | | | 4,362 | | | | 4,719 | | | | 8,872 | | | | 9,847 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Net Interest Income | | | 3,103 | | | | 2,797 | | | | 5,911 | | | | 5,470 | |
Provision for Credit Losses | | | 2,700 | | | | 884 | | | | 5,250 | | | | 2,984 | |
|
| | | | | | | | | | | | |
Net Interest Income after Provision for Credit Losses | | | 403 | | | | 1,913 | | | | 661 | | | | 2,486 | |
| | | | | | | | | | | | | | | | |
Noninterest Income | | | | | | | | | | | | | | | | |
Fiduciary income | | | 82 | | | | 98 | | | | 165 | | | | 206 | |
Deposit service charges | | | 95 | | | | 142 | | | | 190 | | | | 274 | |
Net realized security gain | | | 228 | | | | 49 | | | | 356 | | | | 110 | |
Change in fair value of assets/liabilities carried at fair value under SFAS 159 | | | 838 | | | | 872 | | | | 1,070 | | | | 3,011 | |
Mortgage banking income | | | 1,290 | | | | 430 | | | | 1,761 | | | | 880 | |
Other income | | | 259 | | | | 568 | | | | 464 | | | | 878 | |
| | | | | | | | | | | | |
Total noninterest income | | | 2,792 | | | | 2,159 | | | | 4,006 | | | | 5,359 | |
| | | | | | | | | | | | | | | | |
Noninterest Expense | | | | | | | | | | | | | | | | |
Salaries, benefits and payroll taxes | | | 2,249 | | | | 1,835 | | | | 4,181 | | | | 3,667 | |
Net occupancy expense | | | 417 | | | | 452 | | | | 880 | | | | 913 | |
Other operating expense | | | 1,790 | | | | 1,471 | | | | 3,269 | | | | 2,735 | |
| | | | | | | | | | | | |
Total noninterest expense | | | 4,456 | | | | 3,758 | | | | 8,330 | | | | 7,315 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Income (Loss) Before Taxes | | | (1,261 | ) | | | 314 | | | | (3,663 | ) | | | 530 | |
Provision for Income Tax (Benefit) Expense | | | (459 | ) | | | 39 | | | | (1,317 | ) | | | 15 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Net income (loss) | | $ | (802 | ) | | $ | 275 | | | $ | (2,346 | ) | | $ | 515 | |
| | | | | | | | | | | | |
Dividends declared on preferred shares | | | 106 | | | | — | | | | 156 | | | | — | |
| | | | | | | | | | | | |
Net income (loss) available on common shares | | $ | (908 | ) | | $ | 275 | | | $ | (2,502 | ) | | $ | 515 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Per share data: | | | | | | | | | | | | | | | | |
Basic earnings (loss) | | $ | (0.24 | ) | | $ | 0.07 | | | $ | (0.67 | ) | | $ | 0.14 | |
| | | | | | | | | | | | | | | | |
Diluted earnings (loss) | | $ | (0.24 | ) | | $ | 0.07 | | | $ | (0.67 | ) | | $ | 0.14 | |
| | | | | | | | | | | | | | | | |
Cash dividends | | $ | — | | | $ | 0.02 | | | $ | — | | | $ | 0.08 | |
4
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Statements of Comprehensive Income
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | (In thousands) | | | (In thousands) | |
Net Income (Loss) as Reported | | $ | (802 | ) | | $ | 275 | | | $ | (2,346 | ) | | $ | 515 | |
| | | | | | | | | | | | | | | | |
Other Comprehensive Income, Net of Tax | | | | | | | | | | | | | | | | |
Change in unrealized net gain on securities available for sale | | | (132 | ) | | | (868 | ) | | | 59 | | | | (320 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Comprehensive Income (Loss) | | $ | (934 | ) | | $ | (593 | ) | | $ | (2,287 | ) | | $ | 195 | |
| | | | | | | | | | | | |
5
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Consolidated Statements of Cash Flow
(Unaudited)
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2009 | | | 2008 | |
| | (In thousands) | |
Operating Activities | | | | | | | | |
| | | | | | | | |
Net income (loss) | | $ | (2,346 | ) | | $ | 515 | |
Adjustments to reconcile net income to net cash flow from operating activities: | | | | | | | | |
Net amortization of security premium | | | 166 | | | | 51 | |
Net gain on available for sale securities | | | (356 | ) | | | (110 | ) |
Net gain on instruments at fair value | | | (1,070 | ) | | | (3,011 | ) |
Provision for credit losses | | | 5,250 | | | | 2,984 | |
Depreciation expense | | | 323 | | | | 336 | |
Deferred income tax (benefit) expense | | | (1,317 | ) | | | 15 | |
ESOP compensation expense | | | — | | | | 25 | |
SFAS 123R option expense | | | 40 | | | | 28 | |
Decrease in accrued interest receivable | | | 454 | | | | 278 | |
(Increase) decrease in other assets | | | 2,596 | | | | (1,488 | ) |
Decrease in accrued interest payable | | | (365 | ) | | | (39 | ) |
Increase (decrease) in other liabilities | | | (435 | ) | | | 389 | |
(Increase) decrease in loans sold held for sale | | | (6,208 | ) | | | 2,918 | |
Increase in other real estate | | | (1,983 | ) | | | (1,171 | ) |
| | | | | | |
Net Cash (Used in) Provided By Operating Activities | | | (5,251 | ) | | | 1,720 | |
Investing Activities | | | | | | | | |
Sales, maturities, calls and prepayments of securities available for sale | | | 69,638 | | | | 47,607 | |
Purchases of securities available for sale | | | (56,386 | ) | | | (52,612 | ) |
Maturities, calls, sales and prepayments of trading securities | | | 24,700 | | | | — | |
Transfer and purchase of trading securities | | | (7,237 | ) | | | — | |
Maturities, calls, and prepayments of held to maturity securities | | | 143 | | | | 2,602 | |
Purchases of held to maturity securities | | | (2,088 | ) | | | (1,265 | ) |
Increase in loans | | | (7,693 | ) | | | (6,671 | ) |
Purchases of property and equipment | | | (55 | ) | | | (842 | ) |
| | | | | | |
Net Cash Provided by (Used in) Investing Activities | | | 21,022 | | | | (11,181 | ) |
Financing Activities | | | | | | | | |
Net increase in demand and savings deposits | | | 13,836 | | | | 9,980 | |
Net decrease in time deposits | | | (1,659 | ) | | | (8,499 | ) |
Net increase in short term borrowings | | | 1,026 | | | | 270 | |
FHLB advance repayments | | | (10,500 | ) | | | 13,000 | |
Payment of ESOP debt | | | — | | | | (25 | ) |
Stock options exercise / award | | | — | | | | 14 | |
Preferred Stock Issuance | | | 500 | | | | — | |
Preferred Stock dividend paid | | | (156 | ) | | | — | |
Cash dividends paid | | | — | | | | (284 | ) |
Repurchase of stock | | | — | | | | (7 | ) |
| | | | | | |
Net Cash Provided by Financing Activities | | | 3,047 | | | | 14,449 | |
| | | | | | | | |
Increase in Cash and Cash Equivalents | | | 18,818 | | | | 4,988 | |
Cash and Cash Equivalents at the Beginning of the Period | | | 16,162 | | | | 9,183 | |
| | | | | | |
Cash and Cash Equivalents at the End of the Period | | $ | 34,980 | | | $ | 14,171 | |
| | | | | | |
| | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | |
Interest paid | | $ | 9,237 | | | $ | 9,886 | |
Loans transferred to other real estate owned | | $ | 2,650 | | | $ | 1,242 | |
| | | | | | |
6
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(unaudited)
1. | | The financial statements of Community Central Bank Corporation (the “Corporation”) include the consolidation of its wholly-owned subsidiaries: Community Central Bank (the “Bank”) and Community Central Mortgage Company, LLC (the “Mortgage Company”). |
| | The Corporation’s Consolidated Balance Sheets are presented as of June 30, 2009 and December 31, 2008, and Consolidated Statements of Income and Comprehensive Income for the six month periods ended June 30, 2009 and 2008, and Consolidated Statements of Cash Flow for the six months ended June 30, 2009 and 2008. 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-K for the fiscal year ended December 31, 2008. |
| | 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. |
| | New Accounting Pronouncements: |
| | In April 2009, the FASB issued Staff Position (FSP) No. 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (this is, not a forced liquidation or distressed sale) between market participants. The FSP provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. The FSP also requires increased disclosures. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. Adoption of this FSP did not have a material effect on the Company’s results of operations or financial position. |
| | In April 2009, the FASB issued Staff Position (FSP) No. 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107,Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies that were previously only required in annual financial statements. This FSP is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Adoption of this FSP at June 30, 2009 did not have an impact on the results of operations or financial position as it only required disclosures included in the footnotes. |
| | In May 2009, the FASB issued SFAS No. 165,Subsequent Events. SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard also includes a required disclosure of the date through which the entity has evaluated subsequent events and whether the evaluation date is the date of issuance or the date the financial statements were available to be issued. The standard is effective for interim or annual periods ending after June 15, 2009. The Company has complied with the disclosure requirements. In accordance SFAS 165, we have evaluated subsequent events through the date of this filing. We do not believe there are any material subsequent events which would require further disclosure. |
| | In June, 2009, the FASB issued SFAS No. 168,The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162.The FASB Accounting Standards Codification(Codification) will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC |
7
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
| | accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company will comply with the requirements of the Statement beginning in the third quarter of 2009. |
2. | | The accounting and reporting policies of the Corporation conform to accounting principles generally accepted in the United States of America and general practices within the banking industry. The following describes the critical accounting policies employed in the preparation of financial statements. |
| | Allowance for Loan Losses: The allowance for loan losses is maintained at a level considered by management to be adequate to absorb losses inherent in existing loans and loan commitments. The adequacy of the allowance is based on evaluations that take into consideration such factors as prior loss experience, changes in the nature and volume of the portfolio, overall portfolio quality, loan concentrations, specific impaired or problem loans and commitments, current economic conditions that may affect the borrower’s ability to pay and other subjective factors. The determination of the allowance is also based on regulatory guidance. This guidance includes, but is not limited to, generally accepted accounting principles and guidance issued from other regulatory bodies, such as the joint policy statement issued by the Federal Financial Institutions Examination Council. |
3. | | On February 13, 2007, Community Central Bank Corporation issued $18.0 million aggregate liquidation amount of cumulative trust preferred securities through Community Central Capital Trust II, a statutory trust formed by the Corporation for the purpose of issuing the securities (the “Trust II Securities”). The Trust II securities bear a fixed distribution rate of 6.71% per annum through March 6, 2017, and thereafter will bear a floating distribution rate equal to 90-day LIBOR plus 1.65%. The Trust II Securities are redeemable at the Corporation’s option, in whole or in part, at par beginning March 6, 2017, and if not sooner redeemed mature on March 6, 2037. The Trust II Securities were sold in a private transaction exempt from registration under the Securities Act of 1933, as amended. |
4. | | In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 123R “Share-Based Payment” (“SFAS 123R”), a revision to Statement No. 123, “Accounting for Stock-Based Compensation.” This standard requires the Corporation to measure the cost of employee services received in exchange for equity awards, including stock options, based on the grant date fair calculated value of the awards. The Corporation adopted the provisions of SFAS 123R as of January 1, 2006. The standard provides for a modified prospective application. Under this method, the Corporation began recognizing compensation cost for equity based compensation for all new or modified grants after the date of adoption. In addition, the Corporation is recognizing the unvested portion of the grant date fair value of awards issued prior to adoption based on the fair value previously calculated for disclosure purposes. Prior periods have not been restated. |
8
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The Corporation did not issue options during the second quarter of 2009 or 2008. The total amount of options outstanding at June 30, 2009 was 303,475 shares at a weighted average exercise price of $7.91 per share. During the second quarter of 2009, no options were exercised. During the second quarter of 2009, the Corporation recognized compensation expense for stock options awarded over the vesting period based on the fair value of the options granted. The fair value of each option grant is estimated on the date of grant using the Black Scholes option pricing model. The expense recorded for the second quarter of 2009 and 2008 are disclosed for comparison below.
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| | June 30, | | June 30, |
| | 2009 | | 2008 | | 2009 | | 2008 |
| | (In thousands) | | (In thousands) |
Stock-based employee compensation expense, net of related tax effects, included in reported net income | | $ | 21 | | | $ | 14 | | | $ | 40 | | | $ | 28 | |
5.Fair Value
In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). The statement permitted an entity to immediately elect the fair value option for existing eligible items. While not required to adopt the new standard until 2008, the Corporation elected to adopt it in the first quarter of 2007. The Corporation was also required to simultaneously adopt all the requirements under SFAS 157, Fair Value Measurements. As a result of the Corporation’s adoptions, certain financial instruments were valued at fair value using the fair value option. The Corporation adopted the FASB issued Staff Position (FSP) No. 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and Identified Transactions That Are Not Orderly. See Note 1. New Accounting Pronouncements.
The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Additionally, from time to time, the Corporation may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.
Fair Value Hierarchy
Under SFAS 157, the Corporation groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 Valuation contains unobservable input(s) and is used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity. Level 3 instruments typically include, in addition to unobservable or Level 3 components, observable components.
Management has elected the fair value option for the following reasons for each of the eligible items or group of similar eligible items.
9
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Investment Securities:
In the first quarter of 2009, the Corporation elected to sell substantially all of the investment securities recorded under SFAS 159 and to unwind the hedging interest rate swap position with the counterparty which resulted in realizing a combined net loss of $225,000 in the first six months of 2009. This was based on management’s determination that the combination of the securities and interest rate swap would no longer provide a benefit to the Corporation in the current historically low interest rate environment. The Corporation had held the securities and interest rate swap for an extended amount of time under SFAS 159.
Subordinated Debentures:
Management elected the fair value option for its subordinated debenture. Management considers the subordinated debentures a critical component for future growth and wished to utilize interest rate swaps at that point in time to hedge the risk of this longer term liability. Management elected SFAS 159 accounting treatment for interest rate swaps because it was less complex than alternative methods and therefore suitable for a community bank with limited resources. Management has elected the fair value option on the subordinated debenture which was issued on February 13, 2007 for $18.6 million. Additionally, an interest rate swap for a like kind notional value was secured, in part, to reduce any volatility associated with the recognition of the fair value option under SFAS 159. Under the interest rate swap the Corporation has agreed to receive a fixed rate of 6.71% and pay Libor plus 170 basis points. The debenture carries an interest rate fixed for 10 years at 6.71%, and was originally based on a ten year treasury interest rate swap of 5.06%, plus 165 basis points and was prior to the settlement of the interest rate swap hedging market fluctuations. In the first quarter of 2009, the Corporation elected to unwind the interest rate swap position with the counterparty which resulted in realizing $3.3 million, which represented substantially all of the unrealized gains which had been recorded as noninterest income, under SFAS 159 through December 31, 2008. This was based on management’s determination that the interest rate swap would no longer provide a benefit to the Corporation.
Management has the intent to utilize the fair value option on selected financial assets and liabilities on a go forward basis.
The valuations of the instruments measured under SFAS 157, “Fair Value Measurement,” for 2007 were measured under a market approach using matrix pricing investment for investment securities and the income approach using observable data for the liabilities reported under SFAS 159, “Fair Value Option.” The inputs were observable for the asset and liability yields on commonly quoted intervals based on similar assets and liabilities for level 2 instruments. Community Central Bank Corporation does not have a credit rating through any major credit research credit rating facilities. The Trust Preferred Market from which a basis for pricing on the subordinated debenture is arrived at is reflective of changes in the commercial banking environment. The determination of fair value of the subordinated debenture is considered by management to be reflective of the current assessments as to the market for fixed rate trust preferred and subordinated debentures of similar duration and characteristics. During several quarterly periods, the Trust Preferred Market reflected only a small base of participants in the market place. The disarray in the credit markets contributed to the lack of market transactions in this financial instrument. Under Financial Accounting Standards Board Staff Position FAS 157-4 (FSP FAS 157-4), “Determining Fair Value When the Volume of Level of Activity for the Asset or Liability Have Significantly Decreased and Indentifying Transactions That Are Not Orderly,” management evaluated factors to determine whether there has been a significant decrease in volume of activity for the liability compared to normal market activity. Based on the factors observable to management contained in the FSP FAS 157-4, management concluded that quoted prices may not be determinative of fair value. Management also evaluated the circumstances to determine whether the issuance of subordinated debentures and trust preferred securities was orderly based on the weight of evidence available. Based on the factors contained in FSP FAS 157-4, management concluded the market for bank subordinated debentures and trust preferred securities was not orderly. Management has used all observable data available, including the market data for subordinated debentures and trust preferred securities traded as assets, to obtain additional observable information. The inputs and valuation techniques used by management to determine fair value included pricing models for like type financial instruments priced to a yield to maturity of that instrument. Management uses market surveys for like type instruments in aiding the valuation process. Management also considers market data for the issuance of subordinated debentures in evaluating the appropriate fair value of the instrument. Multiple inputs are used in the valuation process including assumptions on credit spreads, projected yield curves and other modeling techniques used in pricing financial instruments to determine the fair value after incorporating all known factors and adjustments which may be significant. A determination was made, based upon the significance of unobservable parameters as of June 30, 2009 to the overall fair value measurement, to continue to report the subordinated debentures under level 3 significant unobservable inputs. In addition
10
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
to the unobservable components, or level 3 components, observable components that can be validated to external sources are part of the validation methodology. The net change in fair value associated with all instruments recorded under SFAS 159 totaled $1.1 million for the first six months of 2009, versus $3.0 million for the first six months of 2008. The decrease was primarily related to smaller gains recorded in fair market value of the subordinated debenture connected with the issuance of trust preferred securities. The dramatic widening of market credit spreads for this instrument favorably impacted the relative fair value of this financial liability. Changes in credit spreads are not easily predictable and may cause adverse changes in the fair value of this instrument and a possible loss of income in the future.
Securities Available for Sale, at Fair Value:
The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
11
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table presents the financial instruments carried at fair value as of June 30, 2009, and December 31, 2008, by major product category and by the SFAS 157 valuation hierarchy. The tables below also contains the changes in fair value for the six months ended June 30, 2009, and the twelve months ended December 31, 2008, for items measured at fair value pursuant to election of the fair value option.
| | | | | | | | | | | | | | | | |
| | | | | | Fair Value Measurement at | | | | | | | Changes in fair value for six months | |
| | | | | | June 30, 2009 | | | | | | | ended June 30, 2009 measured at fair | |
| | | | | | Significant Other | | | Significant | | | value pursuant to election of the fair | |
| | Fair Value | | | Observable | | | Unobservable | | | value option | |
| | Measurements | | | Inputs | | | Inputs | | | Other Gains or Losses in pretax | |
Description | | 6/30/2009 | | | (Level 2) | | | (Level 3) | | | income | |
| | (In thousands) | | | | |
Assets | | | | | | | | | | | | | | | | |
Trading securities (a) | | $ | — | | | $ | — | | | $ | — | | | $ | (150 | ) |
Securities available for sale | | | 63,503 | | | | 63,503 | | | | — | | | | — | |
Interest rate swap hedging securities (a) | | | — | | | | — | | | | — | | | | (75 | ) |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Subordinated debentures | | | 11,155 | | | | — | | | | 11,155 | | | | 1,620 | |
Interest rate swap hedging subordinated debentures (b) | | | — | | | | — | | | | — | | | | (325 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 1,070 | |
| | | | | | | | | | | | | | | |
| | |
(a) | | In the first quarter of 2009, the Corporation elected to sell substantially all of the investment securities recorded under SFAS 159 and to unwind the interest rate swap position with the counterparty. |
|
(b) | | In the first quarter of 2009, the Corporation elected to unwind the interest rate swap position with the counterparty. |
| | | | | | | | | | | | | | | | |
| | | | | | Fair Value Measurement at | | | | | | | Changes in fair value for twelve | |
| | | | | | December 31, 2008 | | | | | | | months ended December 31, 2008 | |
| | | | | | Significant Other | | | Significant | | | measured at fair value pursuant to | |
| | Fair Value | | | Observable | | | Unobservable | | | election of the fair value option | |
| | Measurements | | | Inputs | | | Inputs | | | Other Gains or Losses in pretax | |
Description | | 12/31/08 | | | (Level 2) | | | (Level 3) | | | income | |
| | (In thousands) | | | | |
Assets | | | | | | | | | | | | | | | | |
Trading securities | | $ | 17,463 | | | $ | 17,463 | | | $ | — | | | $ | 262 | |
Securities available for sale | | | 76,552 | | | | 76,552 | | | | — | | | | — | |
Interest rate swap hedging securities | | | (958 | ) | | | (958 | ) | | | — | | | | (417 | ) |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Federal Home Loan Bank Advances | | | — | | | | — | | | | — | | | | (14 | ) |
Subordinated debentures | | | 12,757 | | | | — | | | | 12,757 | | | | 4,840 | |
Interest rate swap hedging subordinated debentures | | | 3,538 | | | | 3,538 | | | | — | | | | 2,870 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 7,541 | |
| | | | | | | | | | | | | | | |
Interest income and interest expense of the respective financial instruments have been recorded in the consolidated statement of income based on the category of financial instrument.
12
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Changes in level 3 recurring fair value measurements
The table below includes a rollforward of the balance sheet amounts for the six months ended June 30, 2009 (including the change in fair value), for financial instruments classified by the Corporation within level 3 of the valuation hierarchy. When a determination is made to classify a financial instrument within level 3, the determination is based upon the significance of the unobservable parameters to the overall fair value measurement. However, level 3 financial instruments typically include, in addition to the unobservable or level 3 components, observable components (that is, components that can be validated to external sources); accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.
Fair value measurements using significant unobservable inputs
(In millions)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Changes in unrealized gains |
| | | | | | | | | | | | | | | | | | | | | | and (losses) related to |
| | | | | | Total realized / | | Purchases, | | Transfers | | | | | | financial instruments for the |
For the three months | | Fair Value | | unrealized | | issuances | | in and / or | | Fair Value | | three months ended held at |
ended June 30, 2009 | | April 1, 2009 | | gains / losses | | settlements, net | | out of Level 3 | | June 30, 2009 | | June 30, 2009 |
|
| | | | | | | | | | (In thousands) | | | | | | | | | | | | |
Subordinated Debentures | | $ | 12,022 | | | $ | 867 | | | $ | — | | | $ | — | | | $ | 11,155 | | | $ | 867 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Changes in unrealized gains |
| | | | | | | | | | | | | | | | | | | | | | and (losses) related to |
| | | | | | Total realized / | | Purchases, | | Transfers | | | | | | financial instruments for the |
For the six months | | Fair Value | | unrealized | | issuances | | in and / or | | Fair Value | | six months ended held at |
ended June 30, 2009 | | January 1, 2009 | | gains / losses | | settlements, net | | out of Level 3 | | June 30, 2009 | | June 30, 2009 |
|
| | | | | | | | | | (In thousands) | | | | | | | | | | | | |
Subordinated Debentures | | $ | 12,757 | | | $ | 1,602 | | | $ | — | | | $ | — | | | $ | 11,155 | | | $ | 1,602 | |
13
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Assets Measured at Fair Value on a Nonrecurring Basis
Residential Mortgages Held for Sale
Residential mortgages held for sale are reported at the lower of cost or fair value. The fair value of the residential mortgages held for sale is based on binding quotes from investors.
Impaired Loans
The Corporation does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with SFAS 114, “Accounting by Creditors for Impairment of a Loan.” The fair value of impaired loans is estimated primarily using collateral value. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. The fair value of the collateral is based on an observable market price, current appraised value and management’s estimates of collateral and other market conditions. Due to the lack of market transactions, volatility in pricing and other factors, some of which may be unobservable, the Corporation recorded the impaired loans as nonrecurring level 3.
Other Real Estate Owned
Other real estate owned assets are adjusted to fair value, less costs of sale, upon transfer of the loans to foreclosed assets. Subsequently, other real estate owned assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. The fair value of the collateral is based on an observable market price, a current appraised value, or management’s estimates. Due to the lack of transactions, volatility in pricing and other factors, some of which may be unobservable, the Corporation recorded other real estate owned as nonrecurring level 3.
The following table presents assets measured at fair value on a nonrecurring basis at June 30, 2009 and December 31, 2008.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Quoted Prices in | | | | | | |
| | | | | | Active Markets for | | Significant Other | | Significant | | |
| | | | Identical Assets | | Observable Inputs | | Unobservable Inputs | | |
Assets | | Fair Value | | (Level 1) | | (Level 2) | | (Level 3) | | |
|
| | | | | | (In thousands) | Total Losses for the |
| | | | | | | | | | Six months ended |
| | | | | | | | | | June 30, 2009 |
June 30, 2009 | | | | | | | | | | | | | | | | | | | | |
Residential mortgages held for sale | | $ | 9,509 | | | $ | — | | | $ | — | | | $ | 9,509 | | | $ | — | |
Impaired loans accounted for under FAS 114 | | $ | 30,283 | | | $ | — | | | $ | — | | | $ | 30,283 | | | $ | 3,282 | |
Other real estate owned | | $ | 4,896 | | | $ | — | | | $ | — | | | $ | 4,896 | | | $ | 436 | |
| |
| | | | | | | Total Losses for the |
| | | | | | | | | | Year ended |
| | | | | | | | | | December 31, 2008 |
December 31, 2008 | | | | | | | | | | | | | | | | | | | | |
Impaired loans accounted for under FAS 114 | | $ | 17,936 | | | $ | — | | | $ | — | | | $ | 17,936 | | | $ | 4,509 | |
Other real estate owned | | $ | 2,913 | | | $ | — | | | $ | — | | | $ | 2,913 | | | $ | 1,075 | |
14
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
In accordance with FSP FAS 107-1, the carrying amounts and estimated fair values of financial instruments, at June 30, 2009 and December 31, 2008 are as follows:
| | | | | | | | | | | | | | | | |
| | June 30, 2009 | | December 31, 2008 |
| | Carrying | | Estimated | | Carrying | | Estimated |
| | Amount | | Fair Value | | Amount | | Fair Value |
| | (In thousands) |
Financial Assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 34,980 | | | $ | 34,980 | | | $ | 16,162 | | | $ | 16,162 | |
Trading securities (a) | | | — | | | | — | | | | 17,463 | | | | 17,463 | |
Securities | | | 67,247 | | | | 67,134 | | | | 78,067 | | | | 78,046 | |
FHLB stock | | | 5,877 | | | | 5,877 | | | | 5,877 | | | | 5,877 | |
Residential mortgages held for sale | | | 9,509 | | | | 9,509 | | | | 3,302 | | | | 3,302 | |
Loans, net of allowance | | | 402,246 | | | | 414,226 | | | | 399,802 | | | | 416,903 | |
Accrued interest receivable | | | 2,025 | | | | 2,025 | | | | 2,479 | | | | 2,479 | |
Interest Rate Swap | | | — | | | | — | | | | 3,538 | | | | 3,538 | |
| | | | | | | | | | | | | | | | |
Financial Liabilities | | | | | | | | | | | | | | | | |
Demand and savings deposits | | | 94,744 | | | | 94,744 | | | | 80,908 | | | | 80,908 | |
Time deposits | | | 274,809 | | | | 280,986 | | | | 276,468 | | | | 286,145 | |
Repurchase agreements | | | 40,420 | | | | 40,426 | | | | 39,394 | | | | 39,394 | |
Federal Home Loan Bank advances | | | 97,700 | | | | 98,535 | | | | 108,200 | | | | 111,738 | |
Accrued interest payable | | | 685 | | | | 685 | | | | 1,050 | | | | 1,050 | |
Subordinated debentures (a) | | | 11,155 | | | | 11,155 | | | | 12,757 | | | | 12,757 | |
Interest Rate Swap | | | — | | | | — | | | | 958 | | | | 958 | |
| | |
(a) | | Carried at fair value under SFAS 159, “The Fair Value Option for Financial Assets and Liabilities,” for the entire category. |
Fair values are based on quoted market prices for similar instruments or estimated using discounted cash flow analysis. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs and optionality of such instruments. Considerable judgment is inherently required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented below do not necessarily represent amounts that the Corporation could realize in a current market exchange. The following methods and assumptions were used to estimate the fair value of financial instruments:
Cash and cash equivalents:For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Securities, Federal Home Loan Bank stock:The fair value of the security portfolio is based on matrix pricing where similar securities are used to interpolate fair value of the subject instruments and as such is considered a level 2 valuation. The carrying value of FHLB stock approximates fair value based on their redemption provisions.
Loans:For variable rate loans with no significant change in credit risk since loan origination, the carrying amount is a reasonable estimate of fair value. For all other loans, including fixed rate loans, the fair value is estimated using a discounted cash flow analysis, using interest rates currently offered on similar loans to borrowers with similar credit ratings and for the same remaining maturities. The resulting value is reduced by an estimate of losses inherent in the portfolio.
Residential mortgages held for sale:The estimated fair value of residential mortgages held for sale is the carrying amount. The duration of the portfolio is typically within two weeks or less and a commitment of sale has already occurred when the loans are funded.
15
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Deposits:The estimated fair value of demand deposits, certain money market deposits, and savings deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity time deposits is estimated using the rates currently offered for deposits of similar remaining maturities.
Federal Home Loan Bank advances:The estimated fair value of Federal Home Loan Bank advances is estimated using rates currently offered for funding sources of similar remaining maturities.
Repurchase agreements:The estimated fair value of short-term borrowings is the carrying amount, since they mature the next day.
Accrued interest:Accrued interest receivable and payable are short-term in nature; therefore, their carrying amount approximates fair value.
Subordinated debentures:Subordinated debentures are carried at fair value under SFAS 159.
Commitments:The fair value of commitments is estimated using the fees currently charged to enter into similar arrangements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The majority of commitments to extend credit and letters of credit would result in loans with a market rate of interest if funded. The fair value of these commitments is not material.
| | |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion compares the financial condition of the Corporation and its wholly owned subsidiaries at June 30, 2009 and December 31, 2008 and the results of operations for the three months and six months ended June 30, 2009 and 2008. This discussion should be read in conjunction with the financial statements and statistical data presented elsewhere in this report.
SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS
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 that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Actual results and outcomes may materially differ from what may be expressed or forecasted in the forward-looking statements. The Corporation undertakes no obligation to update, amend, or clarify forward looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.
Future factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Federal Deposit Insurance Corporation, Michigan Office of Financial and Insurance Services or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses or to write-down assets; our ability to control operating costs and expenses; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes that adversely affect our business; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and
16
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and other risks detailed in the Corporation’s reports filed with the Securities and Exchange Commission.
EXECUTIVE SUMMARY
Community Central Bank Corporation is the holding company for Community Central Bank (the “Bank”) in Mount Clemens, Michigan. The Bank opened for business in October 1996 and serves businesses and consumers across Macomb, Oakland, St. Clair and Wayne counties with a full range of lending, deposit, trust, wealth management and Internet banking services. The Bank operates four full service facilities in Mount Clemens, Rochester Hills, Grosse Pointe Farms and Grosse Pointe Woods, Michigan. Community Central Mortgage Company, LLC, a subsidiary of the Bank, operates locations servicing the Detroit metropolitan area and central and northwest Indiana. River Place Trust and Community Central Wealth Management are divisions of Community Central Bank. Community Central Insurance Agency, LLC is a wholly owned subsidiary of Community Central Bank. The Corporation’s common shares trade on The NASDAQ Global Market under the symbol “CCBD.”
Our results of operations depend largely on net interest income. Net interest income is the difference in interest income the Corporation earns on interest-earning assets, which comprise primarily commercial and residential real estate loans and, to a lesser extent, commercial business and consumer loans, and the interest the Corporation pays on our interest-bearing liabilities, which are primarily deposits and borrowings. Management strives to match the repricing characteristics of the interest earning assets and interest bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve.
The results of our operations may also be affected by local and general economic conditions. The largest geographic segment of our customer base is in Macomb County, Michigan. The economic base of the County continues to diversify from the automotive service sector, although the impact of the restructuring of the American automobile companies has a direct impact on southeastern Michigan. A slowdown in the local and statewide economy has produced increased financial strain on segments of the Bank’s customer base. The Bank has experienced increased delinquency levels and losses in its loan portfolio, primarily with residential developer loans, residential real estate loans and home equity and consumer loans. Further downturns in the local economy may affect the demand for, and performance of, commercial loans and related small to medium business related products. This could have a significant impact on how the Corporation deploys earning assets. The competitive environment among other financial institutions and financial service providers and the Bank in the Macomb, Oakland, Wayne and St. Clair counties of Michigan may affect the pricing levels of various deposit products. The impact of competitive rates on deposit products may increase the relative cost of funds for the Corporation and thus negatively impact net interest income.
The weakness in the economy continues to affect parts of our loan portfolio requiring a higher provision for loan losses. Although our nonperforming loan level continues to pressure our earnings, we continue to proactively deal with loan issues. We continue to focus on strategies to preserve and increase capital, and emphasize segments of operations that are capital efficient, such as our mortgage banking operations, our branch deposit operations as well as our Trust and Wealth divisions. An ongoing effort to increase our core deposits has translated to a reduction in our cost of funds. During the first six months of 2009, our deposits increased $12.2 million, with organic deposits increasing $32.4 million, as wholesale deposits decreased $20.2 million. We also decreased Federal Home Loan Bank advances $10.5 million during the first six months, replacing them with lower cost core deposit funding. We recorded a $2.7 million provision for loan losses in the second quarter of 2009 and $5.3 million for the first six months of 2009. The provision is based upon management’s review of the risks inherent in the loan portfolio and the level of our allowance for loan losses. In addition, net charge-offs for the first six months of 2009 totaled $2.8 million, or 1.31% of total average loans on an annualized basis. Total nonaccruing loans and loans past due 90 days or more and still accruing interest totaled $32.4 million, or 7.85% of total loans at June 30, 2009 compared to $17.6 million, or 4.32% at December 31, 2008. The allowance for loan losses at June 30, 2009 was $9.8 million, or 2.38%, versus $7.3 million, or 1.80% at December 31, 2008. In addition to the nonaccrual loans stated above, as of June 30, 2009, restructured loans, within the meaning of SFAS No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructurings,” increased to $10.2 million from $8.2 million at December 31, 2008. Management is planning on reducing the brokered time deposits and Federal Home Loan Bank advances for the
17
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
foreseeable future. Management plans to reduce total assets to help increase the capital ratios and thereby increase capital availability for potential future provision expense. The sale of loan participations at par totaling approximately $10.0 million during the second quarter of 2009 was part of management’s plan to de-leverage the balance sheet. The total net interest income of the
Corporation will be somewhat negatively affected by the planned decrease in earning assets. The decrease in earning assets should not have a negative effect on net interest margin as the reduction in wholesale funds is a relatively high cost of funds producing relatively compressed interest rate spreads at levels smaller than the current interest margin.
The Corporation continues to see competitive deposit rates offered from local financial institutions within the geographic proximity of the Bank which could have the effect of increasing the costs of funds to a level higher than management projects. The Corporation continues to utilize wholesale forms of funding earning assets through the FHLB and brokered certificates of deposit to balance both interest rate risk and the overall cost of funds. Brokered and internet certificates of deposit are based on a nationwide interest rate structure, typically at what is considered to be a premium interest rate. The local competition for certificates of deposit products has intensified and the Bank has found this type of wholesale funding to often effectively compete with the rates offered for similar term retail certificates of deposit products of local community and regional banks.
In December 2008 and the first quarter of 2009, the Corporation completed an issuance of $3.6 million in new capital through a private preferred offering, with $3.1 million issued in December 2008 and $500,000 issued in the first quarter, 2009.
Assets
At June 30, 2009, the Corporation’s assets totaled $555.3 million, a decrease of $1.6 million or 0.3% from December 31, 2008. Total cash and cash equivalents at June 30, 2009 were $35.0 million or an increase of $18.8 million from December 31, 2008. Management is planning on using the excess liquidity to pay down upcoming maturies of brokered time deposits and Federal Home Loan Bank advances. This will have the effect of reducing the total assets of the Bank and Corporation. Management plans to reduce total assets to help increase the capital ratios and thereby increase capital availability for potential future provision expense. The increase in cash and cash equivalents was attributable to a reduction in total loan from the sale of loan participations at par totaling approximately $10.0 million during the second quarter of 2009. The total net interest income of the Corporation will be somewhat negatively affected by the planned decrease in earning assets. The decrease in earning assets should not have a negative effect on net interest margin as the reduction in wholesale funds is a relatively high cost of funds producing relatively compressed interest rate spreads at levels smaller than the current interest margin.
Loan growth of $4.9 million for the first six months of 2009 was primarily comprised of commercial and industrial loans which increased $11.7 million. Partially offsetting this growth was a decrease in the commercial real estate portfolio of $4.7 million and the residential mortgage portfolio of $3.4 million. During the second quarter of 2009, the Corporation sold loan participations, at par, of approximately $10.0 of commercial real estate loans. At June 30, 2009, commercial and commercial real estate loans comprised 68.0% of the total loan portfolio, which is consistent with our current and historical small business focus. The growth in the commercial loan portfolio for the first quarter of 2009 was due, in part, to the dislocation of credit worthy businesses from regional banks in our market area as these banks continued to tighten their available credit. Lending activities during the second quarter of 2009 was limited to servicing existing customers only as the Corporation is pursuing strategies to reducing earning assets that require higher levels of capital. At June 30, 2009, $37.4 million or 73.9% of the total residential portfolio was comprised of adjustable rate mortgages. Residential mortgage loans which the Corporation holds in portfolio comprise primarily banking relationships. The HELOC portfolio totaled $22.5 million at June 30, 2009, an increase of $1.3 million or 5.9% from December 31, 2008. The majority of the increase in the HELOC portfolio related to a small group of new HELOC loans made to high net worth customers. New underwriting guidelines for those HELOC loans carried in the portfolio of the Bank limit loan to values, including prior liens, to 85% of appraised value of the real estate and were adopted during the first quarter of 2008. This represents a decrease from the prior loan to value levels of 95%. Our consumer loan portfolio, comprised primarily of boat loans, totaled $7.3 million at June 30, 2009, a small increase of $164,000 from December 31, 2008. The small increase in this portfolio was isolated to a loan to a creditworthy high net worth individual, as generally the Corporation is seeking to decrease its exposure in retail based loans as it has experienced an increase in delinquencies and repossessions. The credit card portfolio totaled $733,000 at June 30, 2009, a decrease of $113,000 from December 31, 2008. The Corporation continues to book credit card loans as a customer accommodation but is not actively marketing this product.
18
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Additionally, the Corporation had approximately $167.2 million in outstanding loans at June 30, 2009, to borrowers in the real estate rental and properties management industries. Approximately 67.3% of all commercial real estate loans are owner occupied.
The major components of the loan portfolio are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, | | | Percentage | | | December 31, | | | Percentage | | | Net | | | Net | |
| | 2009 | | | of total loans | | | 2008 | | | of total loans | | | Change | | | Change % | |
| | | | | | (In thousands, except percentages) | | | | | |
Loans held for sale: | | | | | | | | | | | | | | | | | | | | | | | | |
Residential real estate | | $ | 9,509 | | | | | | | $ | 3,302 | | | | | | | $ | 6,207 | | | | 188.0 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loans held in the portfolio: | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial real estate | | $ | 280,066 | | | | 68.0 | % | | $ | 284,811 | | | | 70.0 | % | | $ | (4,745 | ) | | | (1.7 | %) |
Commercial and industrial | | | 50,446 | | | | 12.2 | % | | | 38,714 | | | | 9.5 | % | | | 11,732 | | | | 30.3 | % |
Residential real estate | | | 51,036 | | | | 12.4 | % | | | 54,409 | | | | 13.4 | % | | | (3,373 | ) | | | (6.2 | %) |
Home equity lines | | | 22,483 | | | | 5.5 | % | | | 21,230 | | | | 5.2 | % | | | 1,253 | | | | 5.9 | % |
Consumer loans | | | 7,291 | | | | 1.8 | % | | | 7,107 | | | | 1.7 | % | | | 184 | | | | 2.6 | % |
Credit cards | | | 733 | | | | 0.1 | % | | | 846 | | | | 0.2 | % | | | (113 | ) | | | (13.4 | %) |
| | | | | | | | | | | | | | | | | | |
Total loans | | $ | 412,055 | | | | 100.0 | % | | $ | 407,117 | | | | 100.0 | % | | $ | 4,938 | | | | 1.2 | % |
| | | | | | | | | | | | | | | | | | |
Securities available for sale totaled $63.5 million at June 30, 2009, a decrease of $13.0 million for the first six months of 2009. The largest changes in the portfolio occurred in the U.S. Agency notes which decreased $12.0 million to zero at June 30, 2009, as a result of calls and sales. Mortgage-backed securities increased $3.0 million to $29.7 million at June 30, 2009, as a result of purchases of Government National Mortgage Association (“GNMA”) securities which carry the full faith and credit of the United States Government. Collateralized mortgage obligations (“CMO”) totaled $26.2 million at June 30, 2009, remaining relatively unchanged from a total of $25.7 million at December 31, 2008. Municipal securities in portfolio totaled $7.1 million at June 30, 2009, a decrease of $4.9 million from December 31, 2008. The portfolio of municipal bonds was reduced for federal income tax considerations through sales, maturities and calls.
At June 30, 2009, our available for sale securities portfolio had net unrealized losses of $311,000 or 49 basis points of the total portfolio. The Corporation continues to invest in U.S. Government Agency securities, primarily mortgage-backed instruments issued by GNMA, to limit credit risk. The total net realized gain from the sale of available for sale securities totaled $356,000 for the first six months of 2009 and was the result of portfolio restructuring activity.
The Corporation has less than one percent of the total investment portfolio in non-agency investments.
At June 30, 2009 the Corporation had no securities designated as trading. In the first quarter of 2009, the Corporation elected to sell substantially all of the investment securities recorded under SFAS 159 and to unwind the interest rate swap position with the counterparty. This was based on management’s determination that the combination of the securities and interest rate swap no longer provided a benefit to the Corporation in the current historically low interest rate environment. The Corporation had held the securities and interest rate swap for an extended amount of time under SFAS 159.
19
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table is a summary of our nonperforming loans, restructured loans within the meaning of SFAS No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructurings,” other real estate owned and repossessed property.
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (In thousands) | |
Nonaccrual loans: | | | | | | | | |
Commercial real estate | | $ | 25,478 | | | $ | 12,579 | |
Commercial and industrial | | | 863 | | | | 96 | |
Residential real estate | | | 4,705 | | | | 3,578 | |
Home equity lines | | | 891 | | | | 760 | |
Consumer loans | | | 414 | | | | 571 | |
Credit cards | | | — | | | | — | |
| | | | | | |
Total | | | 32,351 | | | | 17,584 | |
| | | | | | |
| | | | | | | | |
Accruing loans delinquent more than 90 days: | | | | | | | | |
Commercial real estate | | $ | — | | | $ | — | |
Commercial and industrial | | | — | | | | — | |
Residential real estate | | | — | | | | — | |
Home equity lines | | | — | | | | — | |
Consumer loans | | | — | | | | — | |
Credit cards | | | 4 | | | | 44 | |
| | | | | | |
Total | | | 4 | | | | 44 | |
| | | | | | |
| | | | | | | | |
Total nonperforming loans | | $ | 32,355 | | | $ | 17,628 | |
| | | | | | |
| | | | | | | | |
Troubled debt restructured loans: | | | | | | | | |
Commercial real estate | | $ | 8,695 | | | $ | 6,078 | |
Commercial and industrial | | | 145 | | | | 1,589 | |
Residential reat estate | | | 1,323 | | | | 495 | |
| | | | | | |
Total | | | 10,163 | | | | 8,162 | |
| | | | | | |
| | | | | | | | |
Other real estate owned: | | | | | | | | |
Commercial real estate | | | 4,266 | | | | 2,493 | |
Residential real estate | | | 630 | | | | 420 | |
| | | | | | |
Total | | | 4,896 | | | | 2,913 | |
| | | | | | | | |
Other repossessed assets — boats | | | 541 | | | | 976 | |
| | | | | | | | |
Total nonperforming loans to total loans | | | 7.85 | % | | | 4.33 | % |
| | | | | | | | |
Allowance for loan losses to nonperforming loans | | | 30.32 | % | | | 5.33 | % |
Of those loans reported as troubled debt restructured loans, $9.7 million or 95% were contractually current. Troubled Debt Restructured loans which were past due 30 to 89 days totaled $495,000 million. The majority of the increase in nonperforming loans for the first quarter of 2009 related to commercial real estate loans which included an industrial building and an apartment complex.
20
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table shows an analysis of the allowance for loan losses:
| | | | | | | | |
| | Six Months Ended | | | Year Ended | |
| | June 30, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (In thousands) | |
Balance at beginning of the period | | $ | 7,315 | | | $ | 6,403 | |
Charge-offs: | | | | | | | | |
Commercial real estate | | | 1,552 | | | | 6,895 | |
Commercial and industrial | | | 939 | | | | 270 | |
Residential real estate | | | 265 | | | | 426 | |
Home equity lines | | | — | | | | 577 | |
Consumer loans | | | 68 | | | | 669 | |
Credit cards | | | 11 | | | | 33 | |
| | | | | | |
Total charge-offs | | | 2,835 | | | | 8,870 | |
| | | | | | |
| | | | | | | | |
Recoveries: | | | | | | | | |
Commercial real estate | | | 5 | | | | 52 | |
Commercial and industrial | | | 16 | | | | 218 | |
Residential real estate | | | 23 | | | | — | |
Home equity lines | | | 2 | | | | 1 | |
Consumer loans | | | 33 | | | | 7 | |
Credit cards | | | — | | | | 2 | |
| | | | | | |
Total recoveries | | | 79 | | | | 280 | |
| | | | | | |
| | | | | | | | |
Net charge-offs (recoveries) | | | 2,756 | | | | 8,590 | |
| | | | | | | | |
Provision charged to earnings | | | 5,250 | | | | 9,502 | |
| | | | | | | | |
| | | | | | |
Balance at the end of the period | | $ | 9,809 | | | $ | 7,315 | |
| | | | | | |
| | | | | | | | |
As a percentage of total portfolio loans | | | 2.38 | % | | | 1.80 | % |
|
Ratio of net charge-offs during the period to average loans during the period | | | 1.39 | % | | | 2.17 | % |
The Corporation performs a detailed quarterly review of the allowance for loan losses. The Corporation evaluates those loans classified as substandard, under its internal risk rating system, on an individual basis for impairment under SFAS 114. The level and allocation of the allowance is determined primarily based on management’s evaluation of collateral value, less the cost of disposal, for loans reviewed in this category. The remainder of the total loan portfolio is segmented into homogeneous loan pools with similar risk characteristics for evaluation under SFAS 5. The primary risk element considered by management regarding each consumer and residential real estate loan is lack of timely payment. Management has a reporting system that monitors past due loans and has adopted policies to pursue its creditor’s rights in order to preserve the Bank’s position. The primary risk elements concerning commercial and industrial loans and commercial real estate loans are the financial condition of the borrower, the sufficiency of collateral and lack of timely payment. Management has a policy of requesting and reviewing annual financial statements from its commercial loan customers and periodically reviews the existence of collateral and its value.
In the 2008 Annual Report on Form 10-K for the year ended December 31, 2008, the Corporation disclosed a potential loan loss related to one borrower relationship totaling $2.8 million. This loan relationship was largely unsecured and had potential for loss up to the unsecured portion of $2.4 million. This relationship has since been restructured with additional cash escrows. The majority of this loan remains unsecured as before. The specific allowance assigned to this credit under SFAS 114 was $600,000 at June 30, 2009.
21
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Liabilities
Total deposits of $369.6 million at June 30, 2009 increased $12.2 million, or 3.4%, for the first six months of 2009. Increases in deposits for the quarter were entirely related to organic growth, as brokered time deposits decreased $19.1 million during this period of time. Noninterest bearing demand accounts totaled $50.2 million at June 30, 2009, an increase of $16.0 million during the first six months, due to the expanded branch base and selected lending activities whereby the Bank required significantly higher levels of deposits in the new relationship. At June 30, 2009, NOW and savings accounts remained relatively unchanged from December 31, 2008. Money market savings accounts totaled $21.4 million at June 30, 2009, which was a decrease of $3.1 million. The decrease is attributable to the movement of funds into higher rate alternatives such as time deposits in the extremely low rate environment. Time deposits below $100,000 increased $7.8 million for the first six months of 2009 as a result of the new branch location in Grosse Pointe Woods and our continued emphasis on deposit growth through targeted calling programs and increased community involvement. Time deposits $100,000 and over decreased $9.5 million from a planned decrease in brokered time deposits of $19.1 million. This category of deposits, when measured without the brokered time deposits, increased $9.6 million, from the same factors as the time deposits under $100,000. The Corporation continues to see competitive deposit rates offered by local financial institutions within the geographic proximity of the Bank, which has had the effect of increasing the cost of funds. The Corporation continues to focus on the growth in transactional based deposit accounts which have a much lower interest rate than time deposit products and wholesale forms of funding. The Corporation continues to utilize wholesale forms of funding through the Federal Home Loan Bank and brokered CDs, but expects to reduce this form of funding moving forward as it focuses on organic deposit growth and reduces the total asset size of the Bank.
The major components of deposits are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Percentage | | | | | | | Percentage | | | | | | | |
| | June 30, | | | of total | | | December 31, | | | of total | | | Net | | | Net | |
| | 2009 | | | deposits | | | 2008 | | | deposits | | | Change | | | Change % | |
| | (In thousands, except percentages) | |
Noninterest bearing demand | | $ | 50,189 | | | | 13.6 | % | | $ | 34,169 | | | | 9.6 | % | | $ | 16,020 | | | | 46.9 | % |
NOW accounts | | | 14,344 | | | | 3.9 | % | | | 13,670 | | | | 3.8 | % | | | 674 | | | | 4.9 | % |
Money market accounts | | | 21,430 | | | | 5.8 | % | | | 24,484 | | | | 6.9 | % | | | (3,054 | ) | | | (12.5 | %) |
Savings deposits | | | 8,781 | | | | 2.4 | % | | | 8,585 | | | | 2.4 | % | | | 196 | | | | 2.3 | % |
Time deposits under $100,000 | | | 51,527 | | | | 13.9 | % | | | 43,685 | | | | 12.2 | % | | | 7,842 | | | | 18.0 | % |
Time deposits $100,000 and over | | | 223,282 | | | | 60.4 | % | | | 232,783 | | | | 65.1 | % | | | (9,501 | ) | | | (4.1 | %) |
| | | | | | | | | | | | | | | | | | |
Total deposits | | $ | 369,553 | | | | 100.0 | % | | $ | 357,376 | | | | 100.0 | % | | $ | 12,177 | | | | 3.4 | % |
| | | | | | | | | | | | | | | | | | |
22
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Short term borrowings at June 30, 2009, consisted of short-term FHLB advances of $36.0 million and securities sold with an agreement to repurchase them the following day of $21.4 million. Following are details of our short-term borrowings for the dates indicated:
| | | | | | | | |
| | June 30, | | December 31, |
| | 2009 | | 2008 |
| | (Dollars in thousands) |
Amount outstanding at end of period | | | | | | | | |
Short-term repurchase agreements | | $ | 21,420 | | | $ | 20,394 | |
Short-term FHLB advances | | $ | 36,000 | | | $ | 25,500 | |
| | | | | | | | |
Weighted average interest rate on ending balance | | | | | | | | |
Short-term repurchase agreements | | | 1.76 | % | | | 1.62 | % |
Short-term FHLB advances | | | 3.91 | % | | | 3.50 | % |
| | | | | | | | |
Maximum amount outstanding at any month end during the year | | | | | | | | |
Short-term repurchase agreements | | $ | 21,420 | | | $ | 20,394 | |
Short-term FHLB advances | | $ | 37,000 | | | $ | 25,500 | |
| | | | | | | | |
Average amount outstanding during the year | | | | | | | | |
Short-term repurchase agreements | | $ | 19,136 | | | $ | 13,589 | |
Short-term FHLB advances | | $ | 36,500 | | | $ | 17,484 | |
| | | | | | | | |
Weighted average interest rate | | | | | | | | |
Short-term repurchase agreements | | | 0.83 | % | | | 1.97 | % |
Short-term FHLB advances | | | 3.91 | % | | | 4.05 | % |
During the first quarter of 2007, the Corporation borrowed $19 million in a wholesale structured repurchase agreement. The interest rate on this borrowing was tied to the three month Libor rate less 250 basis points and adjusted quarterly until March 3, 2008, when the borrowing changed to a fixed interest rate of 4.95% until March 2, 2017. The repurchase agreement became callable quarterly after March 2, 2008.
In June 2001, the Corporation started to borrow long-term advances from the FHLB to fund fixed rate instruments and to attempt to minimize the interest rate risk associated with certain fixed rate commercial mortgage loans and investment securities. The advances are collateralized by residential and commercial mortgage loans under a specific collateral agreement totaling approximately $211.1 million and $240.1 million at June 30, 2009 and December 31, 2008, respectively. Long-term advances comprised advances with maturities from July 2010 to June 2016 with an average duration of approximately 3.8 years.
FHLB advances outstanding at June 30, 2009 were as follows:
| | | | | | | | |
| | Fair Value | | | Average rate |
| | at end of period | | | at end of period |
| | (In thousands, except percentages) |
Short-term FHLB advances | | $ | 36,000 | | | | 3.91 | % |
Long-term FHLB advances | | $ | 61,700 | | | | 4.71 | % |
| | | | | | | | |
| | | | | | | | |
| | $ | 97,700 | | | | 4.41 | % |
23
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Liquidity and Capital Resources
The liquidity of a bank allows it to provide funds to meet loan requests, to accommodate possible outflows of deposits, and to take advantage of other investment opportunities. Funding of loan requests providing for liability outflows and managing interest rate margins requires continuous analysis to attempt to match the maturities and repricing of specific categories of loans and investments with specific types of deposits and borrowings. Bank liquidity depends upon the mix of the banking 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 $15.0 million in available credit with the FHLB, unpledged securities and cash and cash equivalents. 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, 2009, unused commitments comprised $78.5 million. The Bank has $181.5 million in time deposits coming due within the next twelve months from June 30, 2009, which includes brokered, internet and municipal time deposits. At June 30, 2009, the Bank had $147.3 million in brokered certificates of deposit, of which $109.1 million is due within one year or less. Additionally, at June 30, 2009, municipal time deposits were $9.0 million. Municipal time deposits typically have maturities less than three months.
Following are regulatory capital ratios for the Corporation and the Bank as of the dates indicated, along with the minimum regulatory capital requirement for each item. Capital requirements for bank holding companies are set by the Federal Reserve Board. In many cases, bank holding companies are expected to operate at capital levels higher than the minimum requirement.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, | | December 31, | | | | |
| | 2009 | | 2008 | | Minimum Ratio | | Ratio |
| | | | | | | | | | | | | | | | | | for Capital | | to be |
| | Capital | | Ratio | | Capital | | Ratio | | Adequacy Purposes | | “Well Capitalized” |
| | (In thousands, except percentages) | | | | | | | | |
Tier I capital to risk-weighted assets | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 40,280 | | | | 9.70 | % | | $ | 45,054 | | | | 10.41 | % | | | 4 | % | | NA |
Bank only | | | 40,498 | | | | 9.73 | % | | | 39,928 | | | | 9.28 | % | | | 4 | % | | | 6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total capital to risk-weighted assets | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 53,457 | | | | 12.88 | % | | $ | 57,199 | | | | 13.22 | % | | | 8 | % | | NA |
Bank only | | | 45,789 | | | | 10.99 | % | | | 45,338 | | | | 10.54 | % | | | 8 | % | | | 10 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Tier I capital to average assets | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 40,280 | | | | 7.21 | % | | $ | 45,054 | | | | 8.21 | % | | | 4 | % | | NA |
Bank only | | | 40,498 | | | | 7.26 | % | | | 39,928 | | | | 7.30 | % | | | 4 | % | | | 5 | % |
Management believes that the current capital position, as well as income from operations, loan repayments and other sources of funds, will be adequate to meet our short and long term liquidity needs.
24
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table shows the changes in stockholders’ equity for the six months ended June 30, 2009:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | Other | | | | |
| | Preferred | | | Common | | | Retained | | | Comprehensive | | | Total | |
| | Stock | | | Stock | | | Earnings | | | Income/(Loss) | | | Equity | |
Beginning balance, January 1, 2009 | | $ | 3,050 | | | $ | 32,125 | | | $ | (516 | ) | | $ | (265 | ) | | $ | 34,394 | |
| | | | | | | | | | | | | | | | | | | | |
Issuance of preferred stock | | | 500 | | | | — | | | | — | | | | — | | | | 500 | |
Cash dividend on preferrred shares | | | — | | | | — | | | | (155 | ) | | | — | | | | (155 | ) |
SFAS 123R expensing of options | | | — | | | | 40 | | | | — | | | | — | | | | 40 | |
Net loss | | | — | | | | — | | | | (2,346 | ) | | | — | | | | (2,346 | ) |
Change in unrealized gain/loss | | | — | | | | — | | | | — | | | | 59 | | | | 59 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Ending balance, June 30, 2009 | | $ | 3,550 | | | $ | 32,165 | | | $ | (3,017 | ) | | $ | (206 | ) | | $ | 32,492 | |
| | | | | | | | | | | | | | | |
Total stockholders’ equity of $33.5 million at June 30, 2009, decreased $882,000 from December 31, 2008 primarily as a result of the first quarter loss of $1.5 million, partially offset by a $500,000 increase from the sale of preferred stock, a $191,000 increase in other comprehensive income and the effect of SFAS 123R expensing of stock options. Additional items reducing stockholders’ equity included the first dividend payment on the preferred stock.
In December 2008 and the first quarter of 2009, the Corporation raised a total of approximately $3.6 million in new capital through a private offering of its newly authorized series of preferred stock, designated as Series A Noncumulative Convertible Perpetual Preferred Stock (“Series A Preferred Stock”). The Corporation sold 3,550 shares of Series A Preferred Stock to investors at a purchase price of $1,000 per share for an aggregate offering price of $3,550,000. The Series A Preferred Stock can be converted into common stock of the Corporation at any time by the holders, or by the Corporation in certain circumstances, at an initial conversion price of $10.00 per share of common stock, subject to adjustment and certain limitations. Dividends on the Series A Preferred Stock are payable quarterly in arrears, if declared by the Corporation’s Board of Directors, at a rate of 12.00% per year on the liquidation preference of $1,000 per share. Dividends on the Series A Preferred Stock are noncumulative.
Net Interest Income
Net interest income before the provision for loan losses for the second quarter of 2009 increased to $3.1 million, compared to $2.8 million for the second quarter of 2008. Net interest margin increased from 2.28% in the second quarter of 2008 to 2.41% in the second quarter of 2009. Net interest income before the provision for loan losses for the first six months of 2009 was $5.9 million, compared to $5.5 million for the first six months of 2008. Negatively affecting net interest income and net interest margin in the first quarter and first six months of 2009 was the reversal and non-recognition of interest income on nonaccrual loans which totaled approximately 53 basis points of total net interest margin for the second quarter of 2009 and 51 basis points for the first six months of 2009. The growth in net interest margin and net interest income was primarily attributable to the lowered cost of the Bank’s funds from its significant growth in non-interest bearing checking accounts, which increased $16.0 million from December 31, 2008.
25
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table shows the dollar amount of changes in net interest income for each major category of interest earning asset and interest bearing liability, and the amount of change attributable to changes in average balances (volume) or average rates for the periods shown. Variances that are jointly attributable to both volume and rate changes have been allocated to the volume component.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, 2009 vs. 2008 | | | June 30, 2009 vs. 2008 | |
| | | | | | Increase (Decrease) | | | | | | | Increase (Decrease) | |
| | | | | | Due to Changes In | | | | | | | Due to Changes In | |
| | | | | | Volume | | | | | | | | | | | Volume | | | | |
| | Total | | | and Both | | | Rate | | | Total | | | and Both | | | Rate | |
| | (In thousands) | |
Earning Assets — Interest Income: | | | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | (47 | ) | | $ | 1 | | | $ | (48 | ) | | $ | (296 | ) | | $ | (17 | ) | | $ | (279 | ) |
Securities, including trading | | | (284 | ) | | | (232 | ) | | | (52 | ) | | | (287 | ) | | | (131 | ) | | | (156 | ) |
Federal funds sold | | | 280 | | | | 593 | | | | (313 | ) | | | 49 | | | | 990 | | | | (941 | ) |
| | | | | | | | | | | | | | | | | | |
Total | | | (51 | ) | | | 362 | | | | (413 | ) | | | (534 | ) | | | 842 | | | | (1,376 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Deposits and Borrowed Funds — Interest Expense: | | | | | | | | | | | | | | | | | | | | | | | | |
NOW and money market accounts | | | (102 | ) | | | (19 | ) | | | (83 | ) | | | (313 | ) | | | (56 | ) | | | (257 | ) |
Savings deposits | | | (50 | ) | | | (8 | ) | | | (42 | ) | | | (83 | ) | | | (12 | ) | | | (71 | ) |
Time deposits | | | (210 | ) | | | 319 | | | | (529 | ) | | | (594 | ) | | | 507 | | | | (1,101 | ) |
FHLB advances and repurchase agreements | | | (90 | ) | | | (25 | ) | | | (65 | ) | | | (91 | ) | | | 31 | | | | (122 | ) |
Subordinated debentures | | | 95 | | | | (171 | ) | | | 266 | | | | 106 | | | | (327 | ) | | | 433 | |
|
| | | | | | | | | | | | | | | | | | |
Total | | | (357 | ) | | | 96 | | | | (453 | ) | | | (975 | ) | | | 143 | | | | (1,118 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net Interest Income | | $ | 306 | | | $ | 266 | | | $ | 40 | | | $ | 441 | | | $ | 699 | | | $ | (258 | ) |
| | | | | | | | | | | | | | | | | | |
The average yield earned on interest earning assets for the second quarter of 2009 was 5.73% compared to 5.98% for the second quarter of 2008. The average yield earned on the total loan portfolio, which contains both loans held for sale and investment, for the second quarter of 2009 was 6.14% compared to 6.46% during the second quarter of 2008. The overall decrease in the loan portfolio yield was attributable to a substantial and historical drop in market interest rates both short and long-term. The commercial, commercial real estate and home equity line loans that repriced with prime interest rate changes totaled approximately $120 million at June 30, 2009.
The average yield earned on interest earning assets for the first six months of 2009 was 5.70% compared to 6.04% for the first six months of 2008. The average yield earned on the total loan portfolio, which contains both loans held for sale and investment, for the first six months of 2009 was 6.08% compared to 6.56% during the first six months of 2008. The overall decrease in the loan portfolio yield for the first six months of 2009 compared to the first six months of 2008 was again attributable to a substantial and historical drop in market interest rates both short and long-term.
The average rate paid on interest bearing liabilities for the second quarter of 2009 was 3.70% compared to 4.09% in the second quarter of 2008. The decrease in average rate was due to the overall decline in the rate paid on interest bearing liabilities, primarily as a result of the historic decrease in market interest rates short and long-term. The decrease in the average rate for NOW and money market accounts for the second quarter of 2009 was primarily attributable to the drop in short term interest rates, with the average rate moving to 0.72% during the second quarter of 2009 from 1.43% in the second quarter of 2008. The average rate paid on savings deposits also decreased, moving to 0.60% for the second quarter of 2009 from 1.77% in the second quarter of 2008. The rate paid on the total time deposit portfolio decreased to 3.68% for the second quarter of 2009, from 4.56% for the same time period in 2008 also due to the decrease in short term interest rates, although the highly competitive interest rates paid amongst local financial institutions has had the effect of keeping these rates higher than would have typically been expected. The rate paid on FHLB advances and repurchase agreements
26
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
decreased to 4.14% in the second quarter of 2009 from 4.32% in the second quarter of 2008 and had the least rate movement of interest bearing liabilities, as many of FHLB advance instruments have relatively long maturities. The average rate paid on the subordinated debenture increased in the second quarter of 2009 to 6.71% from 4.68% in the second quarter of 2008. The yield on the subordinated debenture is calculated based on the original face of the obligation versus the fair value of the instrument recorded under SFAS 159. The change in yield between the respective quarterly periods was due to the unwinding of an associated interest rate swap as detailed in note 5 of the Notes to Consolidated Financial Statement included in this report.
The average rate paid on interest bearing liabilities for the first six months of 2009 was 3.76% compared to 4.22% for the first six months of 2008. The decrease in average rate was due to the overall decline in the rate paid on interest bearing liabilities, primarily as a result of the historic decrease in market interest rates short and long-term. The decrease in the average rate for NOW and money market accounts for the first six months of 2009 was primarily attributable to the drop in short term interest rates, with the average rate moving to 0.81% during the first six months of 2009 from 1.83% in the first six months of 2008. The average rate paid on savings deposits also decreased, moving to 0.66% for the first six months of 2009 from 1.80% in the first six months of 2008. The rate paid on the total time deposit portfolio decreased to 3.79% for the first six months of 2009, from 4.69% for the same time period in 2008, also due to the decrease in short term interest rates. The rate paid on FHLB advances and repurchase agreements decreased to 4.12% in the first six months of 2009 from 4.29% in the first six months of 2008 and had the least rate movement of interest bearing liabilities as many of FHLB advance instruments have relatively long maturities. The average rate paid on the subordinated debenture increased in the first six months of 2009 to 6.71% from 5.49% during the first six months of 2008. The yield on the subordinated debenture is calculated based on the original face of the obligation versus the fair value of the instrument recorded under SFAS 159. The change in yield between the respective quarterly periods was due to the unwinding of an associated interest rate swap.
27
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Average Balance Sheet
The following tables show the Corporation’s consolidated average balances of assets, liabilities and stockholders’ equity, the amount of interest income or interest expense and the average yield or rate for each major category of interest earning asset and interest bearing liability, and the net interest margin for the three month periods ended June 30, 2009 and 2008. Average loans are presented net of unearned income, gross of the allowance for loan losses. Interest on loans includes loan fees.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | |
| | 2009 | | | 2008 | |
| | | | | | | | | | Average | | | | | | | | | | | Average | |
| | | | | | Interest | | | Rate | | | | | | | Interest | | | Rate | |
| | Average | | | Income/ | | | Earned/ | | | Average | | | Income/ | | | Earned/ | |
| | Balance | | | Expense | | | Paid | | | Balance | | | Expense | | | Paid | |
| | (In thousands) | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 434,415 | | | | 6,653 | | | | 6.14 | % | | $ | 396,698 | | | $ | 6,373 | | | | 6.46 | % |
Securities | | | 76,304 | | | | 805 | | | | 4.22 | % | | | 98,381 | | | | 1,089 | | | | 4.43 | % |
Federal funds sold | | | 11,721 | | | | 7 | | | | 0.24 | % | | | 10,220 | | | | 54 | | | | 2.13 | % |
Total Earning Assets / | | | | | | | | | | | | | | | | | | | | | | | | |
Total Interest Income / | | | | | | | | | | | | | | | | | | | | | | | | |
Average Yield | | | 522,440 | | | | 7,465 | | | | 5.73 | % | | | 505,299 | | | | 7,516 | | | | 5.98 | % |
| | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | | 11,231 | | | | | | | | | | | | 8,281 | | | | | | | | | |
All other assets | | | 26,744 | | | | | | | | | | | | 24,462 | | | �� | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
|
Total Assets | | $ | 560,415 | | | | | | | | | | | $ | 538,042 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Liabilities & Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | |
NOW and money market accounts | | $ | 36,671 | | | | 66 | | | | 0.72 | % | | $ | 47,364 | | | | 168 | | | | 1.43 | % |
Savings deposits | | | 8,688 | | | | 13 | | | | 0.60 | % | | | 14,282 | | | | 63 | | | | 1.77 | % |
Time deposits | | | 275,207 | | | | 2,524 | | | | 3.68 | % | | | 241,273 | | | | 2,734 | | | | 4.56 | % |
FHLB advances and repurchase agreements | | | 140,355 | | | | 1,448 | | | | 4.14 | % | | | 143,045 | | | | 1,538 | | | | 4.32 | % |
ESOP Loan | | | — | | | | — | | | | — | | | | 19 | | | | 0 | | | | 6.00 | % |
Subordinated debentures | | | 11,945 | | | | 311 | | | | 10.44 | % | | | 18,557 | | | | 216 | | | | 4.68 | % |
| | | | | | | | | | | | | | | | | | | | |
Total Interest Bearing Liabilities/ | | | | | | | | | | | | | | | | | | | | | | | | |
Total Interest Expense / Average | | | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Spread | | | 472,866 | | | | 4,362 | | | | 3.70 | % | | | 464,540 | | | | 4,719 | | | | 4.09 | % |
| | | | | | | | | | | | | | | | | | | | | | |
|
Noninterest bearing deposits | | | 50,282 | | | | | | | | | | | | 38,112 | | | | | | | | | |
All other liabilities | | | 3,401 | | | | | | | | | | | | 1,451 | | | | | | | | | |
Stockholders’ equity | | | 33,866 | | | | | | | | | | | | 33,939 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities & Equity | | $ | 560,415 | | | | | | | | | | | $ | 538,042 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Interest Income | | | | | | $ | 3,103 | | | | | | | | | | | $ | 2,797 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net interest rate spread | | | | | | | | | | | 2.03 | % | | | | | | | | | | | 1.89 | % |
Net Interest Margin (Net Interest Income / Total Earning Assets) | | | | | | | | | | | 2.38 | % | | | | | | | | | | | 2.22 | % |
Net Interest Margin (fully taxable equivalent) | | | | | | | | | | | 2.41 | % | | | | | | | | | | | 2.28 | % |
28
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | |
| | 2009 | | | 2008 | |
| | | | | | | | | | Average | | | | | | | | | | | Average | |
| | | | | | Interest | | | Rate | | | | | | | Interest | | | Rate | |
| | Average | | | Income/ | | | Earned/ | | | Average | | | Income/ | | | Earned/ | |
| | Balance | | | Expense | | | Paid | | | Balance | | | Expense | | | Paid | |
| | (In thousands) | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 428,378 | | | | 12,913 | | | | 6.08 | % | | $ | 394,338 | | | $ | 12,864 | | | | 6.56 | % |
Securities | | | 84,819 | | | | 1,857 | | | | 4.38 | % | | | 93,948 | | | | 2,144 | | | | 4.56 | % |
Federal funds sold | | | 9,385 | | | | 13 | | | | 0.28 | % | | | 21,040 | | | | 309 | | | | 2.95 | % |
Total Earning Assets / | | | | | | | | | | | | | | | | | | | | | | | | |
Total Interest Income / | | | | | | | | | | | | | | | | | | | | | | | | |
Average Yield | | | 522,582 | | | | 14,783 | | | | 5.70 | % | | | 509,326 | | | | 15,317 | | | | 6.04 | % |
| | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | | 11,536 | | | | | | | | | | | | 8,309 | | | | | | | | | |
All other assets | | | 26,277 | | | | | | | | | | | | 24,187 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
|
Total Assets | | $ | 560,395 | | | | | | | | | | | $ | 541,822 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Liabilities & Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | |
NOW and money market accounts | | $ | 37,321 | | | | 151 | | | | 0.81 | % | | $ | 50,743 | | | | 462 | | | | 1.83 | % |
Savings deposits | | | 9,114 | | | | 30 | | | | 0.66 | % | | | 12,652 | | | | 113 | | | | 1.80 | % |
Time deposits | | | 275,257 | | | | 5,175 | | | | 3.79 | % | | | 247,170 | | | | 5,770 | | | | 4.69 | % |
FHLB advances and repurchase agreements | | | 142,242 | | | | 2,903 | | | | 4.12 | % | | | 140,444 | | | | 2,994 | | | | 4.29 | % |
ESOP Loan | | | — | | | | — | | | | — | | | | 25 | | | | 1 | | | | 8.04 | % |
Subordinated debentures | | | 12,129 | | | | 613 | | | | 6.71 | % | | | 18,557 | | | | 507 | | | | 5.49 | % |
| | | | | | | | | | | | | | | | | | | | |
Total Interest Bearing Liabilities/ | | | | | | | | | | | | | | | | | | | | | | | | |
Total Interest Expense / Average | | | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Spread | | | 476,063 | | | | 8,872 | | | | 3.76 | % | | | 469,591 | | | | 9,847 | | | | 4.22 | % |
| | | | | | | | | | | | | | | | | | | | | | |
|
Noninterest bearing deposits | | | 46,482 | | | | | | | | | | | | 36,142 | | | | | | | | | |
All other liabilities | | | 3,428 | | | | | | | | | | | | 2,268 | | | | | | | | | |
Stockholders’ equity | | | 34,422 | | | | | | | | | | | | 33,821 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities & Equity | | $ | 560,395 | | | | | | | | | | | $ | 541,822 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Interest Income | | | | | | $ | 5,911 | | | | | | | | | | | $ | 5,470 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net interest rate spread | | | | | | | | | | | 1.94 | % | | | | | | | | | | | 1.83 | % |
Net Interest Margin (Net Interest Income / Total Earning Assets) | | | | | | | | | | | 2.28 | % | | | | | | | | | | | 2.16 | % |
Net Interest Margin (fully taxable equivalent) | | | | | | | | | | | 2.31 | % | | | | | | | | | | | 2.23 | % |
Provision for Loan Losses
We recorded a $2.7 million provision for loan losses in the second quarter of 2009 and $5.3 million for the first six months of 2009. The provision is based upon management’s review of the risks inherent in the loan portfolio and the level of our allowance for loan losses. In addition, net charge-offs for the first six months of 2009 totaled $2.8 million, or 1.31% of total average loans on an annualized basis. Total nonaccruing loans and loans past due 90 days or more and still accruing interest totaled $32.4 million, or 7.85% of total loans at June 30, 2009 compared to $17.6 million, or 4.33% at December 31, 2008. The allowance for loan losses at June 30, 2009 was $9.8 million, or 2.38%, versus $7.3 million, or 1.80% at December 31, 2008.
29
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Noninterest Income
Noninterest income was $2.8 million for the second quarter of 2009, increasing $633,000, or 29.3%, from the second quarter of 2008. The increase was primarily related to an increase from the gains on the sale of residential mortgage loans which increased $860,000 over the respective period. Gains recorded from the change in fair market value of assets and liabilities as measured under Statement of Financial Accounting Standards (SFAS) 159 during the second quarter of 2009 was similar to the amount recorded in the second quarter of 2008. The increases recorded during both quarterly periods have been largely attributable to the fair value of the subordinated debenture connected with the issuance of trust preferred securities. The net change in fair value associated with all instruments recorded under SFAS 159 totaled $1.1 million for the first six months of 2009, versus $3.0 million for the first six months of 2008. The dramatic widening of market credit spreads for subordinated debentures and trust preferred securities changed the relative fair value of this financial liability dramatically. Changes in credit spreads are not easily predictable and may cause adverse changes in the fair value of this instrument and a possible loss of income in the future. Fiduciary income was $82,000 for the second quarter of 2009, decreasing $16,000 or 16.3%, from the second quarter of 2008 as a result of market declines in assessable assets held under management. Deposit service charge income of $95,000 decreased $47,000, or 33.1%, from the second quarter of 2008 from lower overdraft activity. Mortgage banking income comprised primarily of gains on the sale of residential mortgages was $1.3 million for the second quarter of 2009. The increase of $860,000, or 200.0%, from the second quarter of 2008 was reflective of the sizeable growth in the secondary market sales of government FHA and FNMA mortgages, spurred from low mortgage interest rates at the beginning of the second quarter of 2009. Net realized gains from the sale of securities was $228,000 for the second quarter of 2009 and was attributable to restructuring activities in the available for sale securities portfolio.
Noninterest Expense
Noninterest expense was $4.5 million for the second quarter of 2009, increasing $698,000 or 18.6% from the second quarter of 2008. Salaries, benefits and payroll taxes of $2.2 million for the second quarter of 2009 increased $414,000 from the second quarter of 2008 solely from expanded activity and related commissions in the Bank’s mortgage banking subsidiary. Net occupancy expense for the second quarter was $417,000 compared to $452,000 for the second quarter of 2008 which was a $33,000, or 7.7%, decrease, primarily from a reduction in depreciation expense. Other operating expense was $1.8 million for the second quarter of 2009, which was an increase of $319,000 for the quarter. The largest reason for the increase was the special FDIC insurance assessment of $250,000. Increases from the costs associated with write downs on other real estate and repossessed collateral also contributed to the increase in other expense for the second quarter of 2009 compared to the second quarter of 2008.
Noninterest expense was $8.3 million for the first six months of 2009, increasing $1.0 million or 13.9% from the first six months of 2008. Salaries, benefits and payroll taxes of $4.2 million for first six months of 2009 increased $514,000 from the first six months of 2008 solely from expanded activity and related commissions in the Bank’s mortgage banking subsidiary as the majority of the variance occurred in the second quarter. Net occupancy expense for the first six months was $880,000 compared to $913,000 for the first six months of 2008 which was a $33,000, or 7.7% decrease primarily from a reduction in depreciation expense. Other operating expense was $3.3 million for the first six months of 2009, which was an increase of $534,000 compared to the first six months of 2008. The largest reason for the increase was the special FDIC insurance assessment of $250,000 and general overall increases in the FDIC regular premiums. Increases from the costs associated with write downs on other real estate and repossessed collateral also contributed to the increase in other expense for the first six months of 2009 compared to 2008.
Provision for Income Taxes
We had a federal income tax benefit of $459,000 for the second quarter of 2009 compared to a federal income tax expense of $39,000 in the second quarter of 2008. The change was primarily attributable to the pretax loss recorded in the second quarter of 2009 compared to the second quarter of 2008. The federal income tax benefit recorded for the first six months of 2009 was $1.3 million compared to a federal income tax expense of $15,000 for the first six months of 2008. The difference was also attributable to a pretax loss position for the first six months of 2009 compared to pretax income for the first six months of 2008. Also affecting tax income are differences arising from tax exempt income due to investments in bank qualified tax-exempt securities and the Bank’s ownership of bank owned life insurance (BOLI). The increase in cash surrender value of BOLI is exempt from federal income tax. The Corporation has greatly reduced the level of bank qualified tax-exempt bonds during the past twelve month period.
30
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Asset/Liability Management
The Asset Liability Management Committee (“ALCO”), which meets at least quarterly, is responsible for reviewing interest rate sensitivity position 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.
Interest sensitivity gap analysis measures the difference between the assets and liabilities repricing or maturing within specific time periods. An asset-sensitive position indicates that there are more rate-sensitive assets than rate-sensitive liabilities repricing or maturing within specific time periods, which would generally imply a favorable impact on net interest income in periods of rising interest rates and a negative impact in periods of falling rates. A liability-sensitive position would generally imply a negative impact on net interest income in periods of rising rates and a positive impact in periods of falling rates.
Gap analysis has limitations because it cannot measure precisely the effect of interest rate movements and competitive pressures on the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. In addition, a significant portion of our adjustable-rate assets have limits on their minimum and maximum yield, whereas most of our interest-bearing liabilities are not subject to these limitations. As a result, certain assets and liabilities indicated as repricing within a stated period may in fact reprice at different times and at different volumes, and certain adjustable-rate assets may reach their yield limits and not reprice.
31
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following table presents an analysis of our interest-sensitivity static gap position at June 30, 2009. All interest-earning assets and interest-bearing liabilities are shown based on the earlier of their contractual maturity or repricing date adjusted by forecasted repayment and decay rates. Asset prepayment and liability decay rates are selected after considering the current rate environment, industry prepayment and decay rates and our historical experience. At June 30, 2009, we are considered asset sensitive in the time interval of the first three months. We are also considered to be slightly liability sensitive at the one year accumulated gap position.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | After Three | | | After One | | | | | | | |
| | Within | | | Months But | | | Year But | | | After | | | | |
| | Three | | | Within | | | Within | | | Five | | | | |
| | Months | | | One Year | | | Five Years | | | Years | | | Total | |
| | (In thousands) | |
Interest earning assets: | | | | | | | | | | | | | | | | | | | | |
Excess cash and fed funds sold | | $ | 994 | | | $ | — | | | $ | — | | | $ | — | | | $ | 994 | |
Securities, at amortized cost | | | 5,467 | | | | 13,497 | | | | 26,741 | | | | 21,853 | | | | 67,558 | |
FHLB stock | | | — | | | | 5,877 | | | | — | | | | — | | | | 5,877 | |
Loans (including held for sale) | | | 117,826 | | | | 97,021 | | | | 171,604 | | | | 35,113 | | | | 421,564 | |
| | | | | | | | | | | | | | | |
Total | | | 124,287 | | | | 116,395 | | | | 198,345 | | | | 56,966 | | | $ | 495,993 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Interest bearing liabilities | | | | | | | | | | | | | | | | | | | | |
NOW and money market accounts | | | 18,005 | | | | 5,872 | | | | 10,825 | | | | 1,072 | | | | 35,774 | |
Savings deposits | | | 527 | | | | 2,283 | | | | 5,971 | | | | — | | | | 8,781 | |
Jumbo time deposits | | | 45,003 | | | | 113,180 | | | | 65,099 | | | | — | | | | 223,282 | |
Time deposits < $100,000 | | | 7,302 | | | | 15,990 | | | | 28,235 | | | | — | | | | 51,527 | |
Repurchase agreements | | | 21,420 | | | | — | | | | 19,000 | | | | — | | | | 40,420 | |
FHLB | | | 6,000 | | | | 30,000 | | | | 35,500 | | | | 26,200 | | | | 97,700 | |
Subordinated debentures | | | — | | | | — | | | | — | | | | 18,557 | | | | 18,557 | |
| | | | | | | | | | | | | | | |
Total | | | 98,257 | | | | 167,325 | | | | 164,630 | | | | 45,829 | | | $ | 476,041 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Rate sensitivity gap | | $ | 26,030 | | | $ | (50,930 | ) | | $ | 33,715 | | | $ | 11,137 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cumulative rate sensitivity gap | | | | | | $ | (24,900 | ) | | $ | 8,815 | | | $ | 19,952 | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Rate sensitivity gap ratio | | | 1.26 | x | | | 0.70 | x | | | 1.20 | x | | | 1.24 | x | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cumulative rate sensitivity gap ratio | | | | | | | .91 | x | | | 1.02 | x | | | 1.04 | x | | | | |
The Bank also evaluates interest rate risk using a simulation model. The use of simulation models to assess interest rate risk is an accepted industry practice, and the results of the analysis are useful in assessing the vulnerability of the Bank’s net interest income to changes in interest rates. However, the assumptions used in the model are oversimplifications and not necessarily representative of the actual impact of interest rate changes. The simulation model assesses the direction and magnitude of variations in net interest income resulting from potential changes in market interest rates. Key assumptions in the model include prepayment speeds of various loan and investment assets, cash flows and maturities of interest-sensitive assets and liabilities, and changes in market conditions impacting loan and deposit volumes and pricing. These assumptions are inherently uncertain, and subject to fluctuation and revision in a dynamic environment. Therefore, the model cannot precisely estimate future net interest income or exactly predict the impact of higher or lower interest rates. Actual results may differ from simulated results due to, among other factors, the timing, magnitude, and frequency of interest rate changes, changes in market conditions and management’s pricing decisions and customer reactions to those decisions.
32
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
On a quarterly basis, the net interest income simulation model is used to quantify the effects of hypothetical changes in interest rates on the Bank’s net interest income over a projected twelve-month period. The model permits 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 June 30, 2009, the table below reflects the impact the various instantaneous parallel shifts in the yield curve would have on net interest income over a twelve month period of time from the base forecast. Interest rate risk is a potential loss of income and/or potential loss of economic value of equity. Rate sensitivity is the measure of the effect of changing interest rates on the Bank’s net interest income or the net interest spread. The policy of the Bank is to risk no more than 10% of its net interest income in a changing interest rate scenario of +/- 200 basis points over a one-year simulation period. Furthermore, no more than 15% of net interest income can be projected at risk in a scenario of +/- 300 basis points over a one-year simulation period.
| | | | |
| | Percentage Change |
Interest Rate Scenario | | In Net Interest Income |
Interest rates up 300 basis points | | | -4.2 | % |
Interest rates up 200 basis points | | | -1.8 | % |
Interest rates up 100 basis points | | | -0.6 | % |
Base Case | | | — | |
Interest rates down 100 basis points | | | 3.6 | % |
Interest rates down 200 basis points | | | 7.8 | % |
Interest rates down 300 basis points | | | -2.3 | % |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See “Asset/Liability Management” discussion under Part I, Item 2 above.
Item 4T. Controls and Procedures
An evaluation of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934 (“Act”)) as of June 30, 2009, was carried out under the supervision and with the participation of the Corporation’s Chief Executive Officer, Chief Financial Officer and several other members of the Corporation’s senior management. The Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures as in effect at June 30, 2009 were effective in ensuring that the information required to be disclosed by the Corporation in the reports it files or submits under the Act is (i) accumulated and communicated to the Corporation’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended June 30, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The Corporation intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material non-financial information concerning the Corporation’s business. While the Corporation believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Corporation to modify its disclosures and procedures.
33
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
PART II
Item 1. Legal Proceedings
Not applicable.
Item 1A. Risk Factors
An investment in our stock involves a number of risks. Before making an investment decision, you should carefully consider all of the risks described in this document. If any of the risks discussed in this document occur, our business, financial condition, liquidity and results of operations could be materially and adversely affected. Additional risks and uncertainties not presently known to us also may adversely affect our business, financial condition, liquidity and results of operations.
Recent negative developments in the financial industry and credit markets may continue to adversely impact our financial condition and results of operations.
Negative developments beginning in the latter half of 2007 in the residential mortgage market and the securitization markets for such loans, together with other factors, have resulted in uncertainty in the financial markets in general and a related general economic downturn. Many lending institutions, including us, have experienced declines in the performance of their loans, including loans secured by residential properties. Moreover, competition among depository institutions for deposits and quality loans has increased significantly. In addition, the values of real estate collateral supporting many loans have declined and may continue to decline. Bank and bank holding company stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets compared to recent years. These conditions may have a material adverse effect on us and others in the financial institutions industry. In addition, as a result of the foregoing factors, there is a potential for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations. Continued negative developments in the financial institutions industry and the impact of new legislation in response to those developments could restrict our business operations, including our ability to originate loans, and adversely impact our results of operations and financial condition.
Recent legislative and regulatory initiatives to address difficult market and economic conditions may not stabilize the U.S. banking system.
The recently enacted Emergency Economic Stabilization Act of 2008 (the “EESA”) authorizes the U.S. Treasury Department (the “Treasury”) to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans, mortgage-related securities and certain other financial instruments, including debt and equity securities issued by financial institutions and their holding companies, under a troubled asset relief program (“TARP”). The purpose of TARP is to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other. The Treasury has allocated $250 billion towards the TARP Capital Purchase Program (“CPP”). Under the CPP, the Treasury has purchased preferred equity securities from participating institutions. The EESA and subsequent legislation also increased federal deposit insurance on most deposit accounts from $100,000 to $250,000. This increase is in place until the end of 2013.
The EESA followed, and has been followed by, numerous actions by the Board of Governors of the Federal Reserve System, the U.S. Congress, the Treasury, the FDIC, the SEC and others to address the current liquidity and credit crisis that has followed the sub-prime meltdown that commenced in 2007. These measures include homeowner relief that encourages loan restructuring and modification; the establishment of significant liquidity and credit facilities for financial institutions and investment banks; the lowering of the federal funds rate; emergency action against short selling practices; a temporary guaranty program for money market funds; the establishment of a commercial paper funding facility to provide back-stop liquidity to commercial paper issuers; and coordinated international efforts to address illiquidity and other weaknesses in the banking sector. In addition, the Treasury recently announced its Financial Stability Plan to attack the current credit crisis, and President Obama has signed into law the American Recovery and Reinvestment Act. The purpose of these legislative and regulatory actions is to stabilize the U.S. banking system, improve the flow of credit and foster an economic recovery. The regulatory and legislative initiatives described above may not have their desired effects. If the volatility in the markets continues and economic conditions fail to improve or worsen, our business, financial condition and results of operations could be materially and adversely affected.
34
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Current levels of market volatility are unprecedented and may adversely affect us.
The capital and credit markets have been experiencing volatility and disruption for more than a year. In recent months, the volatility and disruption has reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If current levels of market disruption and volatility continue or worsen, we may experience an adverse effect, which may be material, on our business, financial condition and results of operations.
Continued deterioration of the economy and real estate market in Michigan could hurt our business.
At of June 30, 2009, approximately 85.8% of the book value of our loan portfolio consisted of loans secured by various types of real estate. Substantially all of our real property collateral is located in Michigan. A decline in real estate values has reduced the value of the real estate collateral securing our loans and increased the risk that we would incur losses if borrowers defaulted on their loans. Continued declines in real estate sales and prices coupled with a further economic slowdown or deeper recession and an associated increase in unemployment could result in higher than expected loan delinquencies or problem assets, a decline in demand for our products and services, or lack of growth or a decrease in deposits, which may cause us to incur losses, adversely affect our capital and hurt our business. Such declines may have a greater effect on our earnings and capital than on the earnings and capital of financial institutions whose loan portfolios are more diversified.
Our business is subject to various lending risks depending on the nature of the borrower’s business, its cash flow and our collateral.
Our commercial real estate loans involve higher principal amounts than other loans, and repayment of these loans may be dependent on factors outside our control or the control of our borrowers.
Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Because payments on loans secured by commercial real estate often depend upon the successful operation and management of the properties, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulation. If the cash flow from the project is reduced, the borrower’s ability to repay the loan and the value of the security for the loan may be impaired. At June 30, 2009, commercial real estate loans, excluding construction and development loans, totaled approximately 63.6% of our total loan portfolio.
Repayment of our commercial and industrial loans is often dependent on cash flow of the borrower, which may be unpredictable, and collateral securing these loans may fluctuate in value.
Our commercial and industrial loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral is accounts receivable, inventory, equipment or real estate. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. Other collateral securing loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. Adverse changes in the local economic conditions impacting our business borrowers can be expected to have a negative effect on our results of operations and capital. At June 30, 2009, commercial and industrial loans totaled approximately 12.4% of our total loan portfolio.
Our construction and land development loans are based upon estimates of costs to construct and value associated with the completed project.
These estimates may be inaccurate. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project, it is relatively difficult to evaluate accurately the total funds required to complete a
35
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
project and the related loan-to-value ratio. As a result, construction loans often involve the disbursement of substantial funds with repayment dependent, in part, upon the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest. Delays in completing the project may arise from labor problems, material shortages and other unpredictable contingencies. If the estimate of the construction cost is inaccurate, we may be required to advance additional funds to complete construction. If our appraisal of the value of the completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of the project. At June 30, 2009, construction and development loans totaled approximately 4.4% of our total loan portfolio.
Our consumer loans generally have a higher risk of default than our other loans.
Consumer loans entail greater risk than our other loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy, all of which increase when the economy is weak. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans. At June 30, 2009, consumer loans, including credit card loans, totaled approximately 1.8% of our total loan portfolio.
We may elect, or be required, to make further increases in our provision for loan losses and to charge off additional loans in the future, which could adversely affect our results of operations.
For the six months ended June 30, 2009, we recorded a provision for loan losses of $5.3 million, compared to $3.0 million for the six months ended June 30, 2008, which has adversely affected our results of operations for the first six months of 2009. We also recorded net loan charge-offs of $2.8 million for the six months ended June 30, 2009, compared to $2.4 million for the six months ended June 30, 2008. We are experiencing increasing loan delinquencies and credit losses. Generally, our non-performing loans and assets reflect operating difficulties of individual borrowers resulting from weakness in the economy. In addition, slowing sales in certain housing markets have been a contributing factor to the increase in non-performing loans as well as the increase in delinquencies. We have modified $10.2 million of loans, predominantly commercial and commercial real estate loans, which we identified as possibly becoming nonperforming. At June 30, 2009, our total non-performing loans, which excludes these modified loans, had increased to $32.3 million compared to $17.6 million at December 31, 2008. If current trends in the housing and real estate markets continue, coupled with the downsizing of the U.S. auto industry which is significant to the southeastern Michigan region, we expect that we will continue to experience increased delinquencies and credit losses. Moreover, if the recession continues, we expect that it would further negatively impact economic conditions and we could experience significantly higher delinquencies and credit losses. An increase in our credit losses or our provision for loan losses would adversely affect our financial condition and results of operations, perhaps materially.
If our allowance for loan losses is not sufficient to cover actual loan losses, or if we are required to increase our provision for loan losses, our results of operations and financial condition could be materially adversely affected.
We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In addition, future rate resets on adjustable rate loans could drive increases in delinquencies and ultimately losses on these loans beyond that which has been provided for in the allowance for loan losses. In determining the amount of the allowance for loan losses, we review our loans and the loss and delinquency experience, and evaluate economic conditions. If our assumptions are incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in the need for additions to our allowance through an increase in the provision for loan losses. Material additions to the allowance or increases in our provision for loan losses could have a material adverse effect on our financial condition and results of operations.
36
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our financial condition and results of operations. Furthermore, we may elect to increase our provision for loan losses in light of our assessment of economic conditions and other factors from time to time. For example, as described under the risk factor “ — We may elect, or be required, to make further increases in our provision for loan losses and to charge off additional loans in the future, which could adversely affect our results of operations” above, we increased our provision for loan losses during the first six months of 2009, which adversely affected our results of operations. We may elect, or be required, to make further increases in our quarterly provision for loan losses in the future, particularly if economic conditions continue to deteriorate, which may have a material adverse effect on our financial condition and results of operations.
Changes in economic conditions or interest rates may negatively affect our earnings, capital and liquidity.
The results of operations for financial institutions, including the Bank, may be materially and adversely affected by changes in prevailing local and national economic conditions, including declines in real estate market values, rapid increases or decreases in interest rates and changes in the monetary and fiscal policies of the federal government. Our profitability is heavily influenced by the spread between the interest rates we earn on investments and loans and the interest rates we pay on deposits and other interest-bearing liabilities. Substantially all our loans are to businesses and individuals in Southeastern Michigan and any decline in the economy of this area could adversely affect us. Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors that influence market interest rates and our ability to respond to changes in these rates. At any given time, our assets and liabilities may be such that they are affected differently by a given change in interest rates.
Our deposit insurance premiums are expected to increase substantially, which will adversely affect our profits.
Our deposit insurance expense for the first six month ended June 30, 2009 was $555,000 compared to $139,000 for the same period in 2008. Deposit insurance premiums are expected to continue to increase in 2009 due to recent strains on the FDIC deposit insurance fund resulting from the cost of large bank failures and increase in the number of troubled banks.
The FDIC assesses deposit insurance premiums on all FDIC-insured institutions quarterly based on annualized rates for four risk categories. Each institution is assigned to one of four risk categories based on its capital, supervisory ratings and other factors. Well capitalized institutions that are financially sound with only a few minor weaknesses are assigned to Risk Category I. Risk Categories II, III and IV present progressively greater risks to the FDIC. Under FDIC’s risk-based assessment rules, effective April 1, 2009, the initial base assessment rates prior to adjustments range from 12 to 16 basis points for Risk Category I, and are 22 basis points for Risk Category II, 32 basis points for Risk Category III and 45 basis points for Risk Category IV. Initial base assessment rates are subject to adjustments based on an institution’s unsecured debt, secured liabilities and brokered deposits, such that the total base assessment rates after adjustments range from 7 to 24 basis points for Risk Category I, 17 to 43 basis points for Risk Category II, 27 to 58 basis points for Risk Category III, and 40 to 77.5 basis points for Risk Category IV.
The rule also includes authority for the FDIC to increase or decrease total base assessment rates in the future by as much as three basis points without a formal rulemaking proceeding.
In addition to the regular quarterly assessments, due to losses and projected losses attributed to failed institutions, the FDIC has adopted a rule, effective April 1, 2009, imposing on every insured institution a special assessment equal to 5 basis points on assets as of June 30, 2009, to be collected on September 30, 2009. The special assessment rule also authorizes the FDIC to impose additional special assessments if the reserve ratio of the FDIC is estimated to fall to a level that the FDIC’s board believes would adversely affect public confidence or that is close to zero or negative. Any additional special assessment would be an amount up to 10 basis points for the quarter in which it is imposed and would be collected at the end of the following quarter.
Our funding sources may prove insufficient to fund our balance sheet activities, replace deposits at maturity and support our future growth.
37
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Historically we relied on wholesale borrowings to help fund our lending activities. We borrow on a collateralized basis from the Federal Home Loan Bank of Indianapolis, or the FHLB. At June 30, 2009, we had outstanding approximately $97.7 million of FHLB advances, $274.8 million in certificates of deposit (which included $147.3 million of brokered certificates of deposit and $9.0 million in municipal deposits) and an additional $68.2 million in unused liquidity. Unused liquidity comprised Fed Funds sold, usable cash at correspondent banks, unpledged available for sale and trading securities and available advances at the FHLB. Our liquidity would be negatively affected if we no longer had access to these funds. Actions by the FHLB, or limitations on our available collateral, or adverse regulatory action against us may reduce or eliminate our borrowing capacity or may limit our ability to continue to attract deposits at competitive rates. Such events could have a material adverse impact on our results of operations and financial condition.
Future regulatory actions may adversely impact our ability to raise funds through deposits. In particular, there is currently no restriction on our ability to acquire deposits through deposit brokers or on the rates we may offer on deposits to attract customers. If our capital position were to deteriorate, or other circumstances were to occur, such that we become classified as an “adequately capitalized” institution (or in any lower regulatory capital category), we could be prohibited from acquiring funds through deposit brokers and from paying rates on deposits that are significantly higher than the prevailing rates of interest on deposits offered by insured depository institutions in our normal market area.
Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and the continued deterioration in credit markets.
Additionally, adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Finally, if we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected.
We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. In addition, we may elect to raise additional capital to support our business or to finance acquisitions, if any, or we may otherwise elect or to raise additional capital. In that regard, a number of financial institutions have recently raised considerable amounts of capital as a result of deterioration in their results of operations and financial condition arising from the turmoil in the mortgage loan market, deteriorating economic conditions, declines in real estate values and other factors. Should we be required by regulatory authorities to raise additional capital, we may seek to do so through the issuance of, among other things, our common stock or preferred stock.
Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and on our financial performance. Additional capital, if needed, may not be available to us, or, if available, may not be available on acceptable terms. If additional capital is unavailable, when needed, or is not available on reasonable terms, our growth and future prospects could be adversely affected.
We rely heavily on our management and other key personnel, and the loss of any of them may adversely effect our operations.
We continue to be dependent upon the services of our executive officers and other senior managers and commercial lenders. The loss of services of any of these individuals could have a material adverse impact on our operations because other officers may not have the experience and expertise to readily replace these individuals. Additionally, our future success and growth will depend upon our ability to recruit and retain highly skilled employees with strong community relationships and specialized knowledge in the financial services industry. The level of competition in our industry for people with these skills is intense, and our inability to successfully recruit qualified people and retain them could have a material adverse effect on our business, financial condition and results of operations. We have key man life insurance in the form of Bank Owned Life Insurance on selected executive officers, but this insurance is only applicable on the death of one or more of these individuals.
38
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
Our future success in dependent on our ability to compete effectively in the highly competitive banking industry.
We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. We compete for deposits, loans and other financial services with numerous Michigan-based and out-of-state banks, thrifts, credit unions, investment banks and other financial institutions as well as other entities which provide financial services. Some of the financial institutions and financial services organizations with which we compete are not subject to the same degree of regulation as we are. Most of our competitors have been in business for many years, have established customer bases, are larger, and have substantially higher lending limits than we do. The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services. These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.
We are subject to extensive regulation which could adversely affect our business.
Our operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations. These regulations are primarily intended to protect customers, not our creditors or stockholders. Because our business is highly regulated, the laws, rules and regulations applicable to it are subject to regular modification and change. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in this regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations or otherwise materially and adversely affect our business, financial condition, prospects or profitability.
We continually encounter technological changes, and we may have fewer resources than our competitors to continue to invest in technological improvements.
The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Many national vendors provide turn-key services to community banks, such as internet banking and remote deposit capture, which allow smaller banks to compete with competitors that have substantially greater resources to invest in technological improvements. We, however, may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.
Our articles of incorporation and by-laws and Michigan laws contain certain provisions that could make a takeover more difficult.
Our articles of incorporation and by-laws, and the laws of Michigan, include provisions which are designed to provide our board of directors with time to consider whether a hostile takeover offer is in the best interest of the Corporation and our stockholders. These provisions, however, could discourage potential acquisition proposals and could delay or prevent a change in control. The provisions also could diminish the opportunities for a holder of our common stock to participate in tender offers, including tender offers at a price above the then-current price for our common stock. These provisions could also prevent transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices, and may limit the ability of our stockholders to approve transactions that they may deem to be in their best interests.
39
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The Michigan Business Corporation Act contains provisions intended to protect stockholders and prohibit or discourage certain types of hostile takeover activities. In addition to these provisions and the provisions of our articles of incorporation and by-laws, Federal law requires the Federal Reserve Board’s approval prior to acquisition of “control” of a bank holding company. All of these provisions may have the effect of delaying or preventing a change in control at the Company level without action by our stockholders, and therefore, could adversely affect the price of our common stock.
Our ability to pay dividends is limited by law and contract.
We are a holding company and substantially all of our assets are held by Community Central Bank, our wholly owned subsidiary. Our ability to make dividend payments to our stockholders depends primarily on available cash resources at the Company level and dividends from the Bank. Dividend payments or extensions of credit from the Bank are subject to regulatory limitations, generally based on capital levels and current and retained earnings, imposed by regulatory agencies with authority over the Bank. The ability of the Bank to pay dividends is also subject to its profitability, financial condition, capital expenditures and other cash flow requirements. We are also prohibited from paying dividends on our common stock if the required payments on our subordinated debentures have not been made. The Bank may not be able to pay dividends to us in the future. In November 2008, we announced a temporary suspension of the Company’s quarterly cash dividend payable to stockholders. This action was taken to preserve capital in order to leverage it into financing for local businesses. Our Board of Directors also adopted a voluntary resolution at the urging of the Federal Reserve Board, our primary federal regulator, requiring the filing of prior notice with and non-objection by the Federal Reserve Board with respect to the payment of any dividends on our common stock or preferred stock, including the Preferred Stock. No assurances can be given that any dividends will be paid in the future or, if paid, the amount or frequency of any dividends.
There is a limited trading market for our common stock.
Our common stock is traded on the NASDAQ Global Market under the symbol “CCBD.” The development and maintenance of an active public trading market depends upon the existence of willing buyers and sellers, the presence of which is beyond our control. While we are a publicly-traded company, the volume of trading activity in our stock is still relatively limited. Even if a more active market develops, there can be no assurance that such a market will continue, or that our stockholders will be able to sell their shares at or above the offering price.
The price of our common stock has been, and will likely continue to be, subject to fluctuations based on, among other things, economic and market conditions for bank holding companies and the stock market in general, as well as changes in investor perceptions of the Company. The issuance of new shares of our common stock or securities convertible into common stock also may affect the market for our common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
On May 19, 2009, 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 2012:
| | | | | | | | | | | | |
Nominee | | Votes For | | Votes Withheld | | Total |
Celestina Giles | | | 3,321,999 | | | | 115,199 | | | | 3,734,781 | |
David A. Widlak | | | 3,323,675 | | | | 113,523 | | | | 3,734,781 | |
40
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
The following are the names of the directors (and remaining term) whose term in office continued after the Meeting: Gebran S. Anton (2011); Salvatore Cottone (2010); Joseph F. Jeannette (2011); James T. Mestdagh (2010); Dean S. Petitpren (2010) and John W. Stroh, III (2011).
Item 5. Other Information.
None
Item 6. Exhibits.
See Exhibit Index attached.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2009.
| | | | | | |
| | COMMUNITY CENTRAL BANK CORPORATION | | |
| | | | | | |
| | By: | | S/ DAVID A. WIDLAK | | |
| | David A. Widlak; | | |
| | President and CEO | | |
| | (Principal Executive Officer) | | |
| | | | | | |
| | | | | | |
| | By: | | S/ RAY T. COLONIUS | | |
| | Ray T. Colonius; | | |
| | Treasurer | | |
| | (Principal Financial and Accounting Officer) | | |
41
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
EXHIBIT INDEX
| | | | |
EXHIBIT | | |
NUMBER | | EXHIBIT DESCRIPTION |
| 3.1 | | | Articles of Incorporation are incorporated by reference to Exhibit 3.1 of the Corporation’s Registration Statement on Form SB-2 (SEC File No. 333-04113). |
| | | | |
| 3.2 | | | Bylaws, as amended, of the Corporation are incorporated by reference to Exhibit 3 of the Corporation’s Current Quarterly Report on Form 8-K filed on September 19, 2007 (SEC File No. 000-33373). |
| | | | |
| 4.1 | | | Specimen of Stock Certificate of Community Central Bank Corporation is incorporated by reference to Exhibit 4.2 of the Corporation’s Registration Statement on Form SB-2 (SEC File No. 333-04113). |
| | | | |
| 4.2 | | | Certificate of Designation of Community Central Bank Corporation filed on December 30, 2008 with the State of Michigan designating the preferences, limitations, voting powers and relative rights of the Series A Preferred Stock, is incorporated by reference to Exhibit 4.1 of the Corporation’s Current Report on Form 8-K filed on January 6, 2009. (SEC File No. 000-33373) |
| | | | |
| 10.1 | | | 1996 Employee Stock Option Plan is incorporated by reference to Exhibit 10.1 of the Corporation’s Registration Statement on Form SB-2 (SEC File No. 333-04113). |
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| 10.2 | | | 2000 Employee Stock Option Plan is incorporated by reference to Exhibit 10.6 of the Corporation’s Annual Report filed with the SEC on Form 10-KSB for the year ended December 31, 2000 (SEC File No. 000-33373). |
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| 10.3 | | | 2002 Incentive Plan is incorporated by reference to Exhibit 10.7 of the Corporation’s Annual Report filed with the SEC on Form 10-KSB for the year ended December 31, 2001 (SEC File No. 000-33373). |
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| 10.4 | | | Community Central Bank Supplemental Executive Retirement Plan, as amended, and Individual Participant Agreements are incorporated by reference to Exhibit 10.6 of the Corporation’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2006 (SEC File No. 000-33373). |
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| 10.5 | | | Community Central Bank Death Benefit Plan, as amended, is incorporated by reference to Exhibit 10.7 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 000-33373). |
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| 10.6 | | | Form of Incentive Stock Option Agreement incorporated by reference to Exhibit 99.1 of the Corporation’s Current Report on Form 8-K filed with the SEC on March 25, 2005 (SEC File No. 000-33373). |
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| 10.7 | | | Form of Non-qualified Stock Option Agreement is incorporated by reference to the Corporation’s Current Report on Form 8-K filed on January 17, 2006 (SEC File No. 000-33373). |
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| 10.8 | | | Summary of Current Director Fee Arrangements is incorporated by reference to Exhibit 10.10 of the Corporation’s Annual Report filed with the SEC on Form 10-KSB for the year ended December 31, 2004 (SEC File No. 000-33373). |
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| 11 | | | Computation of Per Share Earnings |
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| 31.1 | | | Rule 13a — 14(a) Certification (Chief Executive Officer) |
42
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-Q (continued)
| | | | |
EXHIBIT | | |
NUMBER | | EXHIBIT DESCRIPTION |
| 31.2 | | | Rule 13a — 14(a) Certification (Chief Financial Officer) |
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| 32 | | | Rule 1350 Certifications |
43