Exhibit 13
COMMUNITY CENTRAL BANK
CORPORATION
Report of Independent Registered Public
Accounting Firm
and
Stockholder Report
December 31, 2008
| | |
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| | PLANTE & MORAN, PLLC Suite 500 2601 Cambridge Court |
| | Auburn Hills, MI 48326 |
| | Tel: 248.375.7100 |
| | Fax: 248.375.7101 |
| | Plantemoran.com |
Report of Independent Registered Accounting Firm
Board of Directors and Stockholders
Community Central Bank Corporation
Mount Clemens, Michigan
We have audited the accompanying consolidated balance sheet of Community Central Bank Corporation as of December 31, 2008 and 2007, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2008, 2007 and 2006. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Community Central Bank Corporation as of December 31, 2007 and 2006, and the results of its operations for the years ended December 31, 2008, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the consolidated basic financial statements taken as a whole. The information contained in Notes 3, 4 and 5, pertaining to 2005 and 2004 is presented for the purposes of additional analysis and is not a required part of the consolidated basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the consolidated basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the consolidated basic financial statements taken as a whole.
Auburn Hills, Michigan
March 30, 2009
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Community Central Bank Corporation
Consolidated Balance Sheet
| | | | | | | | |
| | December 31, | |
| | 2008 | | | 2007 | |
| | (In thousands) | |
Assets | | | | | | | | |
Cash and Cash Equivalents | | | | | | | | |
Cash and due from banks (Note 2) | | $ | 9,162 | | | $ | 6,183 | |
Federal funds sold | | | 7,000 | | | | 3,000 | |
| | | | | | |
Total Cash and Cash Equivalents | | | 16,162 | | | | 9,183 | |
| | | | | | | | |
Trading securities at fair value option (Note 3) | | | 17,463 | | | | 20,115 | |
Securities available for sale, at fair value (Note 3) | | | 76,552 | | | | 66,809 | |
Securities held to maturity, at amortized cost (Note 3) | | | 1,515 | | | | 977 | |
FHLB stock | | | 5,877 | | | | 5,527 | |
Residential mortgage loans held for sale | | | 3,302 | | | | 4,848 | |
|
Loans (Note 4) | | | | | | | | |
Commercial real estate | | | 284,811 | | | | 264,685 | |
Commercial and industrial | | | 38,714 | | | | 33,039 | |
Residential real estate | | | 54,409 | | | | 60,799 | |
Home equity lines of credit | | | 21,230 | | | | 20,906 | |
Consumer loans | | | 7,107 | | | | 9,754 | |
Credit card loans | | | 846 | | | | 729 | |
| | | | | | |
Total Loans | | | 407,117 | | | | 389,912 | |
| | | | | | | | |
Allowance for Credit Losses (Note 5) | | | (7,315 | ) | | | (6,403 | ) |
| | | | | | |
Net Loans | | | 399,802 | | | | 383,509 | |
| | | | | | | | |
Net property and equipment (Note 6) | | | 9,361 | | | | 8,704 | |
Accrued interest receivable | | | 2,479 | | | | 2,535 | |
Other real estate | | | 2,913 | | | | 854 | |
Goodwill (Note 1) | | | 638 | | | | 1,381 | |
Intangible assets, net of amortization (Note 1) | | | 80 | | | | 107 | |
Cash surrender value of Bank Owned Life Insurance (Note 13) | | | 10,975 | | | | 10,514 | |
Other assets (Note 16) | | | 9,831 | | | | 5,242 | |
|
| | | | | | |
Total Assets | | $ | 556,950 | | | $ | 520,305 | |
| | | | | | |
The accompanying notes are an integral part of the financial statements.
Community Central Bank Corporation
Consolidated Balance Sheet
| | | | | | | | |
| | December 31, | |
| | 2008 | | | 2007 | |
| | (In thousands, except share data) | |
Liabilities | | | | | | | | |
| | | | | | | | |
Deposits | | | | | | | | |
Noninterest bearing demand deposits | | $ | 34,169 | | | $ | 31,647 | |
NOW and money market accounts | | | 38,154 | | | | 53,467 | |
Savings deposits | | | 8,585 | | | | 9,326 | �� |
Time deposits (Note 7) | | | 276,468 | | | | 234,195 | |
| | | | | | |
Total Deposits | | | 357,376 | | | | 328,635 | |
| | | | | | | | |
Repurchase agreements (Note 8) | | | 39,394 | | | | 32,659 | |
Federal Home Loan Bank advances ($5.0 million at fair value option at 12-31-2007) (Note 9) | | | 108,200 | | | | 104,495 | |
Accrued interest payable | | | 1,050 | | | | 1,018 | |
Other liabilities (Note 13) | | | 3,779 | | | | 2,637 | |
ESOP note payable (Note 10) | | | — | | | | 36 | |
Subordinated debenture (at fair value option) (Note 11) | | | 12,757 | | | | 17,597 | |
| | | | | | |
Total Liabilities | | | 522,556 | | | | 487,077 | |
| | | | | | | | |
Stockholders’ Equity (Note 12) | | | | | | | | |
Preferred stock (7,000 shares authorized and 3,050 shares issued and outstanding at December 31, 2008) | | | 3,050 | | | | — | |
Common stock (No par value; 9,000,000 shares authorized, and 3,734,781 and 3,733,081 issued and outstanding at December 31, 2008 and December 31, 2007, respectively) | | | 32,125 | | | | 32,071 | |
Retained earnings | | | (516 | ) | | | 1,797 | |
Unearned employee benefit (Note 13) | | | — | | | | (36 | ) |
Accumulated other comprehensive loss | | | (265 | ) | | | (604 | ) |
| | | | | | |
Total Stockholders’ Equity | | | 34,394 | | | | 33,228 | |
| | | | | | | | |
| | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 556,950 | | | $ | 520,305 | |
| | | | | | |
The accompanying notes are an integral part of the financial statements.
2
Community Central Bank Corporation
Consolidated Statement of Income
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | |
| | (In thousands, except per share data) | |
Interest Income | | | | | | | | | | | | |
Loans (including fees) | | $ | 25,640 | | | $ | 27,904 | | | $ | 26,732 | |
Taxable securities | | | 3,743 | | | | 3,018 | | | | 3,203 | |
Tax exempt securities | | | 653 | | | | 1,402 | | | | 1,241 | |
Federal funds sold | | | 386 | | | | 601 | | | | 299 | |
| | | | | | | | | |
Total Interest Income | | | 30,422 | | | | 32,925 | | | | 31,475 | |
|
Interest Expense | | | | | | | | | | | | |
NOW and money market accounts | | | 745 | | | | 2,335 | | | | 1,176 | |
Savings deposits | | | 226 | | | | 308 | | | | 299 | |
Time deposits | | | 11,141 | | | | 11,495 | | | | 12,111 | |
Repurchase agreements and fed funds purchased | | | 1,144 | | | | 912 | | | | 432 | |
Federal Home Loan Bank advances | | | 4,884 | | | | 4,059 | | | | 3,936 | |
ESOP loan interest expense | | | 1 | | | | 6 | | | | 10 | |
Subordinated debentures | | | 906 | | | | 1,620 | | | | 928 | |
| | | | | | | | | |
Total Interest Expense | | | 19,047 | | | | 20,735 | | | | 18,892 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net Interest Income | | | 11,375 | | | | 12,190 | | | | 12,583 | |
Provision for Credit Losses (Note 5) | | | 9,502 | | | | 3,600 | | | | 550 | |
|
| | | | | | | | | |
| | | | | | | | | | | | |
Net Interest Income after Provision for Credit Losses | | | 1,873 | | | | 8,590 | | | | 12,033 | |
| | | | | | | | | | | | |
Noninterest Income | | | | | | | | | | | | |
Fiduciary income | | | 370 | | | | 437 | | | | 289 | |
Deposit service charges | | | 488 | | | | 419 | | | | 357 | |
Net realized security (loss) gain (Note 3) | | | 214 | | | | (74 | ) | | | 8 | |
Change in fair value of assets/liabilities carried at fair value under SFAS 159 (Note 21) | | | 7,541 | | | | 1,392 | | | | — | |
Mortgage banking income | | | 1,562 | | | | 2,365 | | | | 3,376 | |
Other income | | | 1,276 | | | | 1,153 | | | | 905 | |
| | | | | | | | | |
Total Noninterest Income | | | 11,451 | | | | 5,692 | | | | 4,935 | |
| | | | | | | | | | | | |
Noninterest Expense | | | | | | | | | | | | |
Salaries, benefits and payroll taxes (Note 13) | | | 7,572 | | | | 7,898 | | | | 8,768 | |
Net occupancy expense (Note 14) | | | 1,822 | | | | 1,806 | | | | 1,865 | |
Other operating expense (Note 15) | | | 7,324 | | | | 4,149 | | | | 3,876 | |
| | | | | | | | | |
Total Noninterest Expense | | | 16,718 | | | | 13,853 | | | | 14,509 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Income (Loss) Before Taxes | | | (3,394 | ) | | | 429 | | | | 2,459 | |
Provision for Income Tax (Benefit) Expense (Note 16) | | | (1,432 | ) | | | (295 | ) | | | 363 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net Income (Loss) | | $ | (1,962 | ) | | $ | 724 | | | $ | 2,096 | |
| | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
3
Community Central Bank Corporation
Consolidated Statement of Income
(continued)
| | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2008 | | 2007 | | 2006 |
| | (In thousands, except per share data) |
Per share data:* | | | | | | | | | | | | |
Basic earnings | | $ | (0.53 | ) | | $ | 0.19 | | | $ | 0.52 | |
|
Diluted earnings | | $ | (0.53 | ) | | $ | 0.19 | | | $ | 0.51 | |
|
Cash dividends | | $ | 0.10 | | | $ | 0.24 | | | $ | 0.24 | |
| | |
* | | Per share data has been retroactively adjusted to reflect the issuance of stock dividends. |
The accompanying notes are an integral part of the financial statements.
4
Community Central Bank Corporation
Consolidated Statement of Comprehensive Income
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | |
| | (In thousands) | |
Net Income (loss) as Reported | | | ($1,962 | ) | | $ | 724 | | | $ | 2,096 | |
| | | | | | | | | | | | |
Other Comprehensive Income | | | | | | | | | | | | |
Change in unrealized net gain (loss) on securities available for sale, net of tax of $175 in 2008, $(70) in 2007, and $(7) in 2006. | | $ | 339 | | | | ($136 | ) | | | ($44 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Comprehensive Income (loss) | | | ($1,623 | ) | | $ | 588 | | | $ | 2,052 | |
| | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
5
Community Central Bank Corporation
Consolidated Statement of Changes in Stockholders’ Equity
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | Unearned | | | Other | | | | |
| | Preferred | | | Common | | | Retained | | | Employee | | | Comprehensive | | | Total | |
| | Stock | | | Stock | | | Earnings | | | Benefits | | | Income (Loss) | | | Equity | |
| | (In thousands) | |
Balance January 1, 2006 | | $ | — | | | $ | 31,154 | | | $ | 5,245 | | | $ | (148 | ) | | $ | (719 | ) | | $ | 35,532 | |
Cash dividend | | | — | | | | — | | | | (918 | ) | | | — | | | | — | | | | (918 | ) |
Stock awards | | | — | | | | 31 | | | | — | | | | — | | | | — | | | | 31 | |
Stock options exercised | | | — | | | | 221 | | | | — | | | | — | | | | — | | | | 221 | |
SFAS 123R | | | — | | | | 23 | | | | — | | | | — | | | | — | | | | 23 | |
Stock dividend (Note 12) | | | — | | | | 2,120 | | | | (2,120 | ) | | | — | | | | — | | | | — | |
Net income for 2006 | | | — | | | | — | | | | 2,096 | | | | — | | | | — | | | | 2,096 | |
Release of ESOP shares | | | — | | | | 22 | | | | — | | | | 53 | | | | — | | | | 75 | |
Repurchase of common stock | | | — | | | | (351 | ) | | | — | | | | — | | | | — | | | | (351 | ) |
Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | (44 | ) | | | (44 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2006 | | $ | — | | | $ | 33,220 | | | $ | 4,303 | | | $ | (95 | ) | | $ | (763 | ) | | $ | 36,665 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cumulative effect of adoption of SFAS 159 | | | — | | | | — | | | | (420 | ) | | | — | | | | — | | | | (420 | ) |
Cash dividend | | | — | | | | — | | | | (931 | ) | | | — | | | | — | | | | (931 | ) |
Stock awards | | | — | | | | 21 | | | | — | | | | — | | | | — | | | | 21 | |
Stock options exercised | | | — | | | | 320 | | | | — | | | | — | | | | — | | | | 320 | |
SFAS 123R | | | — | | | | 31 | | | | — | | | | — | | | | — | | | | 31 | |
Stock dividend (Note 12) | | | — | | | | 1,879 | | | | (1,879 | ) | | | — | | | | — | | | | — | |
Net income for 2007 | | | — | | | | — | | | | 724 | | | | — | | | | — | | | | 724 | |
Release of ESOP shares | | | — | | | | — | | | | — | | | | 59 | | | | — | | | | 59 | |
Repurchase of common stock | | | — | | | | (3,400 | ) | | | — | | | | — | | | | — | | | | (3,400 | ) |
Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | 159 | | | | 159 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2007 | | $ | — | | | $ | 32,071 | | | $ | 1,797 | | | $ | (36 | ) | | $ | (604 | ) | | $ | 33,228 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of preferred stock | | | 3,050 | | | | — | | | | — | | | | — | | | | — | | | | 3,050 | |
Cash dividend | | | — | | | | — | | | | (351 | ) | | | — | | | | — | | | | (351 | ) |
Stock awards | | | — | | | | 17 | | | | — | | | | — | | | | — | | | | 17 | |
SFAS 123R | | | — | | | | 57 | | | | — | | | | — | | | | — | | | | 57 | |
Stock dividend (Note 12) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Net loss for 2008 | | | — | | | | — | | | | (1,962 | ) | | | — | | | | — | | | | (1,962 | ) |
Release of ESOP shares | | | — | | | | (13 | ) | | | — | | | | 36 | | | | — | | | | 23 | |
Repurchase of common stock | | | — | | | | (7 | ) | | | — | | | | — | | | | — | | | | (7 | ) |
Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | 339 | | | | 339 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance December 31, 2008 | | $ | 3,050 | | | $ | 32,125 | | | $ | (516 | ) | | $ | — | | | $ | (265 | ) | | $ | 34,394 | |
| | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
6
Community Central Bank Corporation
Consolidated Statement of Cash Flow
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | |
| | (In thousands, except per share data) | |
Operating Activities | | | | | | | | | | | | |
Net income (loss) | | | ($1,962 | ) | | $ | 724 | | | $ | 2,096 | |
Adjustments to reconcile net income to net cash flow from operating activities: | | | | | | | | | | | | |
Net amortization of security premium | | | 67 | | | | 207 | | | | 187 | |
Net (gain) loss on available for sale securities | | | (214 | ) | | | 74 | | | | (8 | ) |
Net gain on instruments at fair value | | | (7,541 | ) | | | (1,392 | ) | | | — | |
Provision for credit losses | | | 9,502 | | | | 3,600 | | | | 550 | |
Depreciation expense | | | 667 | | | | 705 | | | | 718 | |
Deferred income tax (benefit) expense | | | (943 | ) | | | (561 | ) | | | (24 | ) |
ESOP compensation expense | | | 36 | | | | 59 | | | | 75 | |
SFAS 123R option expense | | | 57 | | | | 31 | | | | 23 | |
Stock awards | | | 17 | | | | 21 | | | | 31 | |
Decrease (increase) in accrued interest receivable | | | 56 | | | | 64 | | | | (477 | ) |
(Increase) decrease in other assets | | | 9,541 | | | | (2,040 | ) | | | (187 | ) |
(Decrease) increase in accrued interest payable | | | 32 | | | | (239 | ) | | | 319 | |
Increase in other liabilities | | | 1,142 | | | | 1,008 | | | | 647 | |
Loans originated held for sale | | | (70,967 | ) | | | (109,956 | ) | | | (119,934 | ) |
Loans sold held for sale | | | 72,513 | | | | 108,548 | | | | 120,779 | |
(Increase) decrease in other real estate | | | (2,059 | ) | | | (746 | ) | | | 4 | |
Impairment of goodwill | | | 743 | | | | — | | | | — | |
| | | | | | | | | |
Net Cash Provided By Operating Activities | | | 10,687 | | | | 107 | | | | 4,799 | |
Investing Activities | | | | | | | | | | | | |
Sales, maturities, calls and prepayments of securities available for sale | | | 70,241 | | | | 55,952 | | | | 33,537 | |
Purchases of securities available for sale | | | (84,380 | ) | | | (41,999 | ) | | | (30,506 | ) |
Maturities, calls, sales and prepayments of trading securities | | | 2,646 | | | | 13,606 | | | | — | |
Transfer and purchase of trading securities | | | — | | | | (33,402 | ) | | | — | |
Maturities, calls, and prepayments of held to maturity securities | | | 124 | | | | 36 | | | | 158 | |
Purchases of held to maturity securities | | | (1,265 | ) | | | (987 | ) | | | (295 | ) |
Increase in loans | | | (31,572 | ) | | | (23,641 | ) | | | (32,646 | ) |
Purchases of property and equipment | | | (1,324 | ) | | | (184 | ) | | | (1,190 | ) |
Proceeds from sale of property and equipment | | | — | | | | 60 | | | | — | |
| | | | | | | | | |
Net Cash Used in Investing Activities | | | (45,530 | ) | | | (30,559 | ) | | | (30,942 | ) |
Financing Activities | | | | | | | | | | | | |
Net (decrease) increase in demand and savings deposits | | | (13,532 | ) | | | (8,799 | ) | | | 17,261 | |
Net (decrease) increase in time deposits | | | 42,273 | | | | (18,422 | ) | | | 24,222 | |
Net increase in short term borrowings | | | 6,735 | | | | 16,971 | | | | 2,504 | |
Issuance of subordinate debentures | | | — | | | | 18,557 | | | | — | |
Redemption of subordinate debentures | | | — | | | | (10,310 | ) | | | — | |
FHLB advances | | | 48,500 | | | | 43,000 | | | | 38,700 | |
FHLB advance repayments | | | (44,810 | ) | | | (22,018 | ) | | | (41,717 | ) |
Payment of ESOP debt | | | (36 | ) | | | (59 | ) | | | (53 | ) |
Stock options exercised | | | — | | | | 320 | | | | 221 | |
Preferred stock issuance | | | 3,050 | | | | — | | | | — | |
Cash dividends paid | | | (351 | ) | | | (931 | ) | | | (918 | ) |
Repurchase of stock | | | (7 | ) | | | (3,400 | ) | | | (351 | ) |
| | | | | | | | | |
Net Cash Provided by Financing Activities | | | 41,822 | | | | 14,909 | | | | 39,869 | |
| | | | | | | | | | | | |
Increase (decrease) in Cash and Cash Equivalents | | | 6,979 | | | | (15,543 | ) | | | 13,726 | |
Cash and Cash Equivalents at the Beginning of the Period | | | 9,183 | | | | 24,726 | | | | 11,000 | |
| | | | | | | | | |
Cash and Cash Equivalents at the End of the Period | | $ | 16,162 | | | $ | 9,183 | | | $ | 24,726 | |
| | | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | | | | | |
Interest paid | | $ | 19,015 | | | $ | 20,974 | | | $ | 18,892 | |
Federal Taxes Paid | | | — | | | $ | 300 | | | $ | 175 | |
Loans transferred to other real estate owned | | $ | 5,777 | | | $ | 878 | | | $ | 263 | |
| | | | | | | | | |
7
Community Central Bank Corporation
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
(1) Summary of Significant Accounting Policies
The accounting and reporting policies of Community Central Bank Corporation (the “Corporation”) conform to accounting principles generally accepted in the United States of America. Management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of certain financial instruments, investment securities, foreclosed real estate and deferred tax assets.
Principles of Consolidation:The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, Community Central Bank (the “Bank”) and Community Central Mortgage Company, LLC (“the Mortgage Company”). All significant intercompany transactions are eliminated in consolidation. The ownership structure of the Mortgage Company consists of one member, Community Central Bank owning 100% of the Mortgage Company.
Nature of Operations:Community Central Bank Corporation is the bank holding company for Community Central Bank in Mount Clemens, Michigan. The Bank opened for business in October 1996 and serves businesses and consumers across Macomb, Oakland, Wayne and St. Clair counties with a full range of lending, deposit, trust, wealth management and Internet banking services. The Bank operates four full service facilities in Mount Clemens, Rochester Hills, Grosse Pointe Farms and Grosse Pointe Woods, Michigan. Community Central Mortgage Company, LLC, a subsidiary of the Bank, operates locations servicing the Detroit metropolitan area and northwest Indiana. River Place Trust and Community Central Wealth Management are divisions of Community Central Bank. Community Central Insurance Agency, LLC is a wholly owned subsidiary of Community Central Bank.
Trading Securities:For certain investments in securities that would otherwise have been accounted for as available for sale, the Company has elected to apply fair value accounting in accordance with SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” Those securities are carried at fair value, with changes in fair value of such investments recorded in earnings.
Fair Value Option for Financial Assets and Financial Liabilities: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 statements 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 determination of fair value of financial instruments involves material estimates that are susceptible to change.
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.
Securities:On the balance sheet, securities held to maturity are stated at cost, adjusted for amortization of premium and accretion of discount. Securities classified as available for sale are those that may be sold in the future to meet investment objectives of quality, liquidity and yield, and to avoid significant market deterioration. Securities available for sale are reported at estimated fair value. Unrealized gain or loss on securities available for sale is recorded (net of tax) as a component of other comprehensive income in the equity section of the balance sheet. Gain or loss on sales or calls of securities is computed based on the amortized cost of the specific security.
Federal Home Loan Bank Stock:Federal Home Loan Bank Stock (“FHLB Stock”) is considered a restricted investment security and is carried at cost. Purchases and sales of FHLB stock are made directly with the FHLB at par value.
8
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Loans:Loans are generally reported at the principal amount outstanding. Non-refundable loan origination fees and certain direct loan origination costs are deferred and included in interest income over the term of the related loan as a yield adjustment. Interest on loans is accrued and credited to income based upon the principal amount outstanding. The accrual of interest on loans is discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. Upon such discontinuance, all unpaid interest accrued is reversed. Interest accruals are generally resumed when all delinquent principal and/or interest has been brought current or the loan becomes both well secured and in the process of collection.
Loans Held for Sale:Loans held for sale consist of fixed rate residential mortgage loans with maturities of 15 to 30 years. Such loans are recorded at the lower of aggregate cost or estimated fair value.
Allowance for Credit Losses:The allowance for credit losses is maintained at a level considered by management to be adequate to absorb probable losses inherent in existing loans and loan commitments. The adequacy of the allowance is based on evaluations that take into consideration such factors as prior loss experience, changes in the nature and volume of the portfolio, overall portfolio quality, loan concentrations, specific impaired or problem loans and commitments, and current economic conditions that may affect the borrower’s ability to pay.
Foreclosed Assets:Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value as of the date of the foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets.
Property and Equipment:Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, generally computed using a declining balance method, is charged to operations over the estimated useful lives of the assets. Leasehold improvements are amortized over the terms of their respective leases or the estimated useful lives of the improvements, whichever is shorter.
Goodwill:Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of the acquired tangible assets and liabilities and identifiable intangible asset. Goodwill is assessed annually for impairment and any such impairment will be recognized in the period identified. During the 2008 annual review, the Corporation determined that the goodwill which resulted from our acquisition of North Oakland Community Bank in Rochester Hills has been integrated into Community Central Bank. The impairment charge of $743,000 had no impact on regulatory capital. As of December 31, 2008, the remaining goodwill of $638,000, associated with the acquisition of River Place Financial Corporation, was determined to have no impairment.
Intangible Assets:Intangible assets of $80,000 as of December 31, 2008 consist of an intangible generated from the acquisition of River Place Financial. The intangible is associated with customer relationships, which will be amortized using the straight-line method over their estimated useful lives. Amortization expense of $22,000 was recognized in 2008. Under the straight-line method, the intangible asset is expected to be fully amortized by 2012.
Stock Option Plan and Adoption of SFAS 123R:Under SFAS No. 123(R), “Share-based Payments,” the Company recognizes compensation expense for stock options and stock awards over the related service period, based on the grant date fair value of the award.
9
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Earnings Per Share:Basic earnings per share are based on the weighted average number of shares outstanding during the period. For earnings per share, committed-to-be-released and allocated shares of the “ESOP” are considered outstanding. Diluted earnings per share are adjusted for the dilutive effects of stock options, where applicable. All share amounts have been retroactively adjusted to reflect the issuance of stock dividends.
| | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2008 | | 2007 | | 2006 |
| | (In thousands of shares) |
Weighted average shares reconcilation is as follows: | | | | | | | | | | | | |
|
Basic | | | 3,731 | | | | 3,833 | | | | 4,014 | |
Effect of stock options | | | 6 | | | | 42 | | | | 67 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Diluted | | | 3,737 | | | | 3,875 | | | | 4,081 | |
| | | | | | | | | | | | |
Comprehensive Income:Accounting principles generally require that recognized revenue, expense, gain and loss be included in net income. Certain changes in assets and liabilities, such as unrealized gain or loss on securities available for sale, are reported as a separate component of equity. Such items, along with net income, are components of comprehensive income. Accumulated other comprehensive income at December 31, 2008, 2007 and 2006 consisted solely of unrealized gains and losses on available for sale securities, net of tax.
(2) Cash and Due from Banks
The Bank is required to maintain cash on hand or noninterest bearing deposits with the Federal Reserve Bank, based on a percentage of the Bank’s deposits. The requirement is met using a combination of vault cash and deposits made using a pass-through relationship with a correspondent bank. As of December 31, 2008, $25,000 in reserves was required.
(3) Securities
The following table shows the amortized cost and estimated fair value of the Corporation’s security portfolios as of the dates indicated:
| | | | | | | | | | | | | | | | |
| | December 31, 2008 | |
| | Amortized | | | Unrealized | | | | | | | Fair | |
| | Cost | | | Gains | | | Losses | | | Value | |
| | (In thousands) | |
Securities Available for Sale | | | | | | | | | | | | | | | | |
United States Government agencies | | $ | 12,029 | | | $ | 15 | | | $ | (28 | ) | | $ | 12,016 | |
U.S. Agency Mortgage backed securities | | | 26,460 | | | | 311 | | | | (70 | ) | | | 26,701 | |
U.S. Agency Collateralized mortgage obligations | | | 25,682 | | | | 191 | | | | (237 | ) | | | 25,636 | |
Municipal securities | | | 12,032 | | | | 11 | | | | (484 | ) | | | 11,559 | |
Other | | | 750 | | | | — | | | | (110 | ) | | | 640 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Securities Available for Sale | | | 76,953 | | | | 528 | | | | (929 | ) | | | 76,552 | |
| | | | | | | | | | | | | | | | |
Held to Maturity Securities | | | | | | | | | | | | | | | | |
Municipal securities | | | 610 | | | | — | | | | (18 | ) | | | 592 | |
U.S. Agency Mortgage backed securities | | | 905 | | | | — | | | | (3 | ) | | | 902 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Held to Maturity Securities | | | 1,515 | | | | — | | | | (21 | ) | | | 1,494 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Securities | | $ | 78,468 | | | $ | 528 | | | $ | (950 | ) | | $ | 78,046 | |
| | | | | | | | | | | | |
10
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The following table shows those securities the Corporation has elected to report at fair value. Under the fair value option, the securities are reported as trading securities pursuant to SFAS 159 even though management did not acquire the securities principally for the purpose of selling them in the near term. The change in the fair value of these securities is recorded in current earnings. See Note 21 for additional information.
| | | | | | | | |
| | December 31, 2008 | | | December 31, 2007 | |
| | Fair Value | | | Fair Value | |
Trading Securities | | | | | | | | |
United States Government agencies | | $ | 11,594 | | | $ | 13,396 | |
U.S. Agency Collaterized mortgage obligations | | | 5,869 | | | | 6,719 | |
| | | | | | |
| | | | | | | | |
Total Trading Securities Held at Fair Value | | $ | 17,463 | | | $ | 20,115 | |
| | | | | | |
| | | | | | | | | | | | | | | | |
| | December 31, 2007 | |
| | Amortized | | | Unrealized | | | Fair | |
| | Cost | | | Gains | | | Losses | | | Value | |
| | (In thousands) | |
Securities Available for Sale | | | | | | | | | | | | | | | | |
United States Government agencies | | $ | 5,669 | | | $ | 85 | | | $ | — | | | $ | 5,754 | |
U.S. Agency Mortgage backed securities | | | 25,150 | | | | 81 | | | | (143 | ) | | | 25,088 | |
U.S. Agency Collateralized mortgage obligations | | | 6,773 | | | | 12 | | | | (106 | ) | | | 6,679 | |
Municipal securities | | | 29,632 | | | | 26 | | | | (861 | ) | | | 28,797 | |
Mutual fund | | | 500 | | | | — | | | | (9 | ) | | | 491 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Securities Available for Sale | | | 67,724 | | | | 204 | | | | (1,119 | ) | | | 66,809 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Held to Maturity Securities | | | | | | | | | | | | | | | | |
Municipal securities | | | 95 | | | | 3 | | | | — | | | | 98 | |
Trust Preferred securities | | | 250 | | | | — | | | | — | | | | 250 | |
U.S. Agency Mortgage backed securities | | | 632 | | | | 1 | | | | (7 | ) | | | 626 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Held to Maturity Securities | | | 977 | | | | 4 | | | | (7 | ) | | | 974 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Securities | | $ | 68,701 | | | $ | 208 | | | $ | (1,126 | ) | | $ | 67,783 | |
| | | | | | | | | | | | |
For the years ended December 31, 2008 and 2007, proceeds from sales of securities available for sale amounted to $54.0 million and $9.4 million, respectively. Gross realized gains amounted to $434,000 and $23,000, respectively. Gross realized losses amounted to $220,000 and $97,000, respectively.
11
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The following table shows information pertaining to securities with gross unrealized losses at December 31, 2008 and 2007, aggregated by investment category and length of time that the individual security has been in continuous loss position. Unrealized losses on securities have not been recognized into income because the issuers’ bonds are of high credit quality. We have the intent and ability to hold the securities for the foreseeable future and the decline in fair value is primarily due to increased market interest rates.
| | | | | | | | | | | | | | | | |
| | December 31, 2008 | |
| | Less than 12 Months | | | Over 12 Months | |
| | Gross | | | | | | | Gross | | | | |
| | Unrealized | | | Fair | | | Unrealized | | | Fair | |
| | Losses | | | Value | | | Losses | | | Value | |
| | (In thousands) | |
Securities Available for Sale | | | | | | | | | | | | | | | | |
United States Government agencies | | $ | (28 | ) | | $ | 10,002 | | | $ | — | | | $ | — | |
U.S. Agency Mortgage backed securities | | | (64 | ) | | | 3,602 | | | | (6 | ) | | | 237 | |
U.S. Agency Collateralized mortgage obligations | | | (234 | ) | | | 10,407 | | | | (3 | ) | | | 59 | |
Municipal securities | | | (484 | ) | | | 9,890 | | | | — | | | | — | |
Mutual fund and other | | | (110 | ) | | | 640 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Securities Available for Sale | | $ | (920 | ) | | $ | 34,541 | | | $ | (9 | ) | | $ | 296 | |
| | | | | | | | | | | | |
As of December 31, 2008, the unrealized loss on held to maturity securities was $21,000. All held to maturity securities have been in an unrealized loss position for over twelve months.
| | | | | | | | | | | | | | | | |
| | December 31, 2007 | |
| | Less than 12 Months | | | Over 12 Months | |
| | Gross | | | | | | | Gross | | | | |
| | Unrealized | | | Fair | | | Unrealized | | | Fair | |
| | Losses | | | Value | | | Losses | | | Value | |
| | (In thousands) | |
Securities Available for Sale United States Government agencies | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
U.S. Agency Mortgage backed securities | | | (56 | ) | | | 8,297 | | | | (87 | ) | | | 8,589 | |
U.S. Agency Collateralized mortgage obligations | | | (5 | ) | | | 1,965 | | | | (101 | ) | | | 2,509 | |
Municipal securities | | | (465 | ) | | | 9,213 | | | | (396 | ) | | | 14,781 | |
Mutual fund | | | — | | | | — | | | | (9 | ) | | | 491 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total Securities Available for Sale | | $ | (526 | ) | | $ | 19,475 | | | $ | (593 | ) | | $ | 26,370 | |
| | | | | | | | | | | | |
As of December 31, 2007, the unrealized loss on held to maturity securities was $7,000. All held to maturity securities have been in an unrealized loss position for over twelve months.
12
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The following table shows the maturity distribution of the investment portfolio as of December 31, 2008, 2007 and 2006, with weighted average yields to maturity. This table does not include trading securities carried at fair value.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | Amortized | | | Fair | | | Yield | | | Amortized | | | Fair | | | Yield | | | Amortized | | | Fair | | | Yield | |
| | Cost | | | Value | | | (%) | | | Cost | | | Value | | | (%) | | | Cost | | | Value | | | (%) | |
| | (In thousands) | |
U.S. Government debentures | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
One year or less | | $ | 12,029 | | | $ | 12,016 | | | | 5.80 | % | | $ | 2,102 | | | $ | 2,123 | | | | 5.40 | % | | $ | 4,099 | | | $ | 4,067 | | | | 4.14 | % |
Over 1 year through five years | | | — | | | | — | | | | — | | | | 2,606 | | | | 2,643 | | | | 4.88 | % | | | 12,122 | | | | 11,958 | | | | 4.64 | % |
Over 5 years through 10 years | | | — | | | | — | | | | — | | | | 961 | | | | 988 | | | | 5.32 | % | | | 3,232 | | | | 3,185 | | | | 5.32 | % |
Over ten years | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 12,029 | | | | 12,016 | | | | 5.80 | % | | | 5,669 | | | | 5,754 | | | | 5.15 | % | | | 19,453 | | | | 19,210 | | | | 4.65 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
State and political subdivisions * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
One year or less | | | 30 | | | | 30 | | | | 5.85 | % | | | 697 | | | | 696 | | | | 4.60 | % | | | 753 | | | | 743 | | | | 4.55 | % |
Over 1 year through five years | | | 633 | | | | 636 | | | | 5.82 | % | | | 2,964 | | | | 2,952 | | | | 4.54 | % | | | 3,700 | | | | 3,632 | | | | 4.78 | % |
Over 5 years through 10 years | | | 3,523 | | | | 3,493 | | | | 6.07 | % | | | 4,323 | | | | 4,292 | | | | 5.79 | % | | | 4,871 | | | | 4,849 | | | | 5.87 | % |
Over ten years | | | 8,456 | | | | 7,992 | | | | 6.12 | % | | | 21,743 | | | | 20,955 | | | | 6.26 | % | | | 22,296 | | | | 21,938 | | | | 6.66 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 12,642 | | | | 12,151 | | | | 6.09 | % | | | 29,727 | | | | 28,895 | | | | 5.98 | % | | | 31,620 | | | | 31,162 | | | | 6.27 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. government mortgage-backed and collateralized mortgage obligations | | | 52,797 | | | | 52,989 | | | | 4.76 | % | | | 32,555 | | | | 32,393 | | | | 5.12 | % | | | 31,266 | | | | 30,812 | | | | 4.92 | % |
Mutual Fund (CRA Qualified) | | | 500 | | | | 490 | | | | 5.50 | % | | | 500 | | | | 491 | | | | 4.20 | % | | | 500 | | | | 485 | | | | 3.98 | % |
Trust Preferred securities | | | 500 | | | | 400 | | | | 6.25 | % | | | 250 | | | | 250 | | | | 8.50 | % | | | 250 | | | | 240 | | | | 8.50 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total securities | | $ | 78,468 | | | $ | 78,046 | | | | 5.15 | % | | $ | 68,701 | | | $ | 67,783 | | | | 5.50 | % | | $ | 83,089 | | | $ | 81,909 | | | | 5.38 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Memo: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Securities with variable interest rates included above. This includes U.S. government mortgage-backed and collateralized mortgage obligations, with all others fixed. | | | 10,437 | | | | 10,219 | | | | | | | | 8,687 | | | | 8,671 | | | | | | | | 9,918 | | | | 9,797 | | | | | |
| | |
* | | weighted yield on state and political subdivisions is calculated on a taxable equivalent basis and is based on yield to maturity of the instruments. |
The preceding table shows securities generally by contractual maturity. Actual maturities may differ from contractual maturities because issuers (or underlying borrowers) may have the right to call or prepay obligations.
Investment securities of $61.0 million were pledged at December 31, 2008 to secure short-term repurchase agreements, wholesale repurchase agreements and to partially secure Federal Home Loan Bank advances.
13
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(4) Loans
Certain directors and executive officers of the Corporation and their associates are loan customers of the Bank. Such loans were made in the ordinary course of business and do not involve more than a normal risk of collectibility. The outstanding loan balance for these persons amounted to $6,740,000 and $7,371,000 at December 31, 2008 and 2007, respectively. The total unused commitments related to these loans were $4,049,000 at December 31, 2008. During 2008, new loans and advances to directors and executive officers of the Corporation and their associates totaled $1,647,000, while repayments totaled $2,278,000.
The Bank grants loans to customers who reside primarily in Macomb, St. Clair, Oakland, and Wayne Counties. Although the Bank has a diversified loan portfolio, a substantial portion of the local economy has traditionally been dependent upon the automotive industry. Additionally, the Bank had approximately $172.3 million in outstanding loans at December 31, 2008, to commercial borrowers in the real estate rental and property management industry. Approximately 70% of all commercial real estate loans are owner occupied.
LOAN PORTFOLIO
The following table sets forth the composition of our loan portfolios as of the dates indicated. The loan amounts in the table reflect amounts before deductions for loans in process, deferred loan fees and discounts and allowance for credit losses.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2008 | | | 2007 | | | 2006 | | | 2005 | | | | | | | 2004 | |
| | | | | | (In thousands) | |
Commercial real estate | | | (1 | ) | | $ | 284,811 | | | $ | 264,685 | | | $ | 236,399 | | | $ | 201,348 | | | | (2 | ) | | $ | 166,686 | |
Commercial and industrial | | | | | | | 38,714 | | | | 33,039 | | | | 28,393 | | | | 26,753 | | | | (2 | ) | | | 40,614 | |
Residential real estate | | | | | | | 54,409 | | | | 60,799 | | | | 72,517 | | | | 74,601 | | | | | | | | 64,240 | |
Home equity lines | | | | | | | 21,230 | | | | 20,906 | | | | 17,614 | | | | 18,545 | | | | | | | | 18,864 | |
Consumer loans | | | | | | | 7,107 | | | | 9,754 | | | | 11,666 | | | | 13,054 | | | | | | | | 14,377 | |
Credit cards | | | | | | | 846 | | | | 729 | | | | 693 | | | | 650 | | | | | | | | 658 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total loans | | | | | | $ | 407,117 | | | $ | 389,912 | | | $ | 367,282 | | | $ | 334,951 | | | | | | | $ | 305,439 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | Included in the category of commercial real estate in the above table are real estate construction loans totaling $22.9 million, $47.8 million, $42.4 million, $40.6 million and $18.2 million for the years ended 2008, 2007, 2006, 2005 and 2004, respectively. |
|
(2) | | Approximately $12.0 million of the commercial and industrial loan portfolio was reclassified during the first quarter of 2005 as commercial real estate loans. |
Commercial and multi-family real estate loans make up the largest component of our loan portfolio. Loans secured by commercial and multi-family real estate properties are generally larger and involve a greater degree of risk than one- to four-family residential mortgage loans. Commercial and multi-family real estate loans typically involve large balances to single borrowers or groups of related borrowers. Because payments on loans secured by commercial and multi-family real estate properties are often dependent on the successful operation or management of the properties, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed), the borrower’s ability to repay the loan may be impaired. We attempt to minimize the risks associated with these transactions by generally limiting our commercial real estate lending to well-known customers or new customers whose businesses have an established profitable history. In many cases, risk is further reduced by limiting the amount of credit to any one borrower to an amount less than our legal lending limit.
Our commercial and industrial business lending activities have encompassed loans with a variety of purposes and security, including loans to finance inventory and equipment. Commercial and industrial business loans generally involve different risks than residential and commercial mortgage loans. Commercial and industrial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself, rather than on the value of the real estate that typically secures residential and commercial mortgage loans.
14
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The following tables illustrate the maturity of selected loan portfolios at December 31, 2008. Loans which have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due. The tables do not reflect the effects of interest rate adjustments and possible repayments.
Commercial and industrial loans due during the years ending December 31,
| | | | |
| | (In thousands) | |
2009 | | $ | 21,031 | |
2010 to 2013 | | | 15,017 | |
2014 and thereafter | | | 2,666 | |
| | | |
| | | | |
Total loans | | $ | 38,714 | |
| | | |
The total amount of commercial and industrial loans due after December 31, 2009 which have fixed interest rates is $12.6 million, while the total amount of these loans due after such date which have floating or adjustable interest rates is $5.1 million. Some of these loans may have floor interest rate levels which are reported as fixed interest rate loans.
Real estate construction loans due during the years ending December 31,
| | | | |
| | (In thousands) | |
2009 | | $ | 22,543 | |
2010 to 2013 | | | 324 | |
2014 and thereafter | | | — | |
| | | |
| | | | |
Total loans | | $ | 22,867 | |
| | | |
The total amount of construction loans due after December 31, 2009 which have fixed interest rates is $324,000. There are no loans due after such dates which have floating or adjustable interest rates.
15
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(5) Allowance for Credit Losses
A summary of the activity in the allowance for credit losses for the years ended December 31 is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | | | 2005 | | | 2004 | |
| | (Dollars in thousands) | |
Balance at beginning of the period | | $ | 6,403 | | | $ | 3,815 | | | $ | 3,580 | | | $ | 3,377 | | | $ | 3,573 | |
Charge-offs: | | | | | | | | | | | | | | | | | | | | |
Commercial real estate | | | 6,895 | | | | 338 | | | | — | | | | 181 | | | | — | |
Commercial and industrial | | | 270 | | | | 110 | | | | 248 | | | | 57 | | | | 2,040 | |
Residential real estate | | | 426 | | | | 106 | | | | 21 | | | | 103 | | | | 61 | |
Home equity lines | | | 577 | | | | 131 | | | | 21 | | | | — | | | | — | |
Consumer loans | | | 669 | | | | 382 | | | | 40 | | | | 171 | | | | 71 | |
Credit cards | | | 33 | | | | 33 | | | | 13 | | | | 12 | | | | 44 | |
| | | | | | | | | | | | | | | |
|
Total charge-offs | | | 8,870 | | | | 1,100 | | | | 343 | | | | 524 | | | | 2,216 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Recoveries: | | | | | | | | | | | | | | | | | | | | |
Commercial real estate | | | 52 | | | | — | | | | — | | | | 1 | | | | — | |
Commercial and industrial | | | 218 | | | | 12 | | | | 14 | | | | 606 | | | | 1 | |
Residential real estate | | | — | | | | — | | | | 8 | | | | — | | | | — | |
Home equity lines | | | 1 | | | | — | | | | — | | | | — | | | | — | |
Consumer loans | | | 7 | | | | 69 | | | | 5 | | | | 18 | | | | 18 | |
Credit cards | | | 2 | | | | 7 | | | | 1 | | | | 2 | | | | 1 | |
| | | | | | | | | | | | | | | |
|
Total recoveries | | | 280 | | | | 88 | | | | 28 | | | | 627 | | | | 20 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net charge-offs | | | 8,590 | | | | 1,012 | | | | 315 | | | | (103 | ) | | | 2,196 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Provision charged to earnings | | | 9,502 | | | | 3,600 | | | | 550 | | | | 100 | | | | 2,000 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Balance at the end of the period | | $ | 7,315 | | | $ | 6,403 | | | $ | 3,815 | | | $ | 3,580 | | | $ | 3,377 | |
| | | | | | | | | | | | | | | |
As a percentage of total portfolio loans | | | 1.80 | % | | | 1.64 | % | | | 1.04 | % | | | 1.07 | % | | | 1.11 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratio of net charge-offs (net recoveries) during the period to average loans during the period | | | 2.17 | % | | | 0.27 | % | | | 0.09 | % | | | (0.03 | %) | | | 0.74 | % |
The loan portfolio has been reviewed and analyzed for the purpose of estimating probable credit losses inherent in the loan portfolio. The Corporation performs a detailed quarterly review of the allowance for credit losses. The Corporation evaluates 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 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 Corporation uses factors such as, historical portfolio losses, national and local economic trends and levels of delinquency to determine the appropriate level and allocation of the allowance for loans in this grouping. The Corporation’s policy dictates that specifically identified credit losses be recognized immediately by a charge to the allowance for credit losses. The allowance for credit losses contains allocations for specific loans or loan types; the entire allowance is available for charge-off of any loan based on management’s discretion. Management believes that the present allowance is adequate, based on the broad range of considerations listed above.
16
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The Corporation considers a loan impaired when it is probable that not all of the interest and principal will be collected in accordance with the contractual terms of the loan agreement. Consistent with this definition, all nonaccrual and reduced-rate loans (with the exception of residential mortgage loans and consumer loans) are considered impaired. The Corporation had $29.7 million in nonperforming assets, which include nonaccrual loans, accruing loans delinquent more than 90 days, troubled debt restructuring, other real estate owned and other repossessed assets, at December 31, 2008 and $18.8 million at December 31, 2007.
Analysis of Allowance for Credit Losses
The following table contains reserve allocations for types of loans for the years presented.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial | | Commercial | | Residential | | Home Equity | | Consumer | | Credit | | | | |
| | Real Estate | | and Industrial | | Real Estate | | Lines | | Loans | | Cards | | Unallocated | | Total |
| | (Dollars in thousands) |
Balances: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2008 | | $ | 4,221 | | | $ | 936 | | | $ | 869 | | | $ | 669 | | | $ | 502 | | | $ | 85 | | | $ | 33 | | | $ | 7,315 | |
% of loans in category | | | 70.00 | % | | | 9.50 | % | | | 13.40 | % | | | 5.20 | % | | | 1.70 | % | | | 0.20 | % | | | | | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2007 | | $ | 4,360 | | | $ | 302 | | | $ | 824 | | | $ | 396 | | | $ | 314 | | | $ | 50 | | | $ | 157 | | | $ | 6,403 | |
% of loans in category | | | 67.80 | % | | | 8.50 | % | | | 15.60 | % | | | 5.40 | % | | | 2.50 | % | | | 0.20 | % | | | | | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2006 | | $ | 1,741 | | | $ | 499 | | | $ | 931 | | | $ | 436 | | | $ | 155 | | | $ | 26 | | | $ | 27 | | | $ | 3,815 | |
% of loans in category | | | 64.40 | % | | | 7.70 | % | | | 19.70 | % | | | 4.80 | % | | | 3.20 | % | | | 0.20 | % | | | | | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2005 | | $ | 1,526 | | | $ | 594 | | | $ | 993 | | | $ | 138 | | | $ | 154 | | | $ | 24 | | | $ | 151 | | | $ | 3,580 | |
% of loans in category | | | 60.10 | % | | | 8.00 | % | | | 22.30 | % | | | 5.50 | % | | | 3.90 | % | | | 0.20 | % | | | | | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2004 | | $ | 805 | | | $ | 1,673 | | | $ | 441 | | | $ | 94 | | | $ | 205 | | | $ | 30 | | | $ | 129 | | | $ | 3,377 | |
% of loans in category | | | 54.60 | % | | | 13.30 | % | | | 21.00 | % | | | 6.20 | % | | | 4.70 | % | | | 0.20 | % | | | | | | | 100.00 | % |
POTENTIAL LOAN LOSS
At December 31, 2008, the Corporation had a loan relationship with a borrower totaling $2.8 million. Of this amount, $400,000 was secured by developed land, with the remainder of the loan unsecured. Through January 31, 2009, the loan relationship was current and performing in accordance with its terms. In February, 2009, the borrower notified the Corporation that he did not intend to make any further payments on these loans unless significant financial concessions were granted. The Corporation believes the borrower is collectible and has commenced litigation against the borrower. While management is unable to estimate the potential loss on this loan relationship, approximately $2.4 million of the relationship is unsecured and any recovery will depend on the outcome of the litigation.
LEGAL LENDING LIMIT
Pursuant to state regulations, the Bank is limited in the amount that it may lend to a single borrower or group of borrowers. As of December 31, 2008, the legal lending limit was approximately $5.4 million or 15% of capital and surplus of the Bank; however, that limit can be increased to approximately $8.9 million or 25% of capital and surplus, with two-thirds approval by the Board of Directors.
17
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Nonperforming Assets
The table below sets forth the amounts and categories of nonperforming assets in our loan portfolio. See “Loans” and “Allowance for Credit Losses” under Notes 4 and 5 of Notes to Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 |
| | (In thousands) |
Nonaccrual loans: | | | | | | | | | | | | | | | | | | | | |
Commercial real estate | | $ | 12,579 | | | $ | 14,379 | | | $ | 2,711 | | | $ | 1,637 | | | $ | 220 | |
Commercial and industrial | | | 96 | | | | 146 | | | | 646 | | | | 985 | | | | 305 | |
Residential real estate | | | 3,578 | | | | 2,053 | | | | — | | | | 67 | | | | 16 | |
Home equity lines | | | 760 | | | | 354 | | | | — | | | | — | | | | — | |
Consumer loans | | | 571 | | | | 30 | | | | — | | | | — | | | | — | |
Credit cards | | | — | | | | — | | | | — | | | | — | | | | — | |
| | |
Total | | | 17,584 | | | | 16,962 | | | | 3,357 | | | | 2,689 | | | | 541 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Accruing loans delinquent more than 90 days: | | | | | | | | | | | | | | | | | | | | |
Commercial real estate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Commercial and industrial | | | — | | | | — | | | | — | | | | — | | | | — | |
Residential real estate | | | — | | | | 654 | | | | 876 | | | | 621 | | | | 100 | |
Home equity lines | | | — | | | | 44 | | | | 336 | | | | — | | | | — | |
Consumer loans | | | — | | | | — | | | | 160 | | | | 1 | | | | 124 | |
Credit cards | | | 44 | | | | 25 | | | | 1 | | | | 1 | | | | 10 | |
| | |
Total | | | 44 | | | | 723 | | | | 1,373 | | | | 623 | | | | 234 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Troubled debt restructured loans: | | | | | | | | | | | | | | | | | | | | |
Commercial real estate | | | 6,078 | | | | — | | | | — | | | | — | | | | — | |
Commercial and industrial | | | 1,589 | | | | — | | | | — | | | | — | | | | — | |
Residential real estate | | | 495 | | | | 253 | | | | — | | | | — | | | | — | |
| | |
Total | | | 8,162 | | | | 253 | | | | — | | | | — | | | | — | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Total nonperforming loans | | | 25,790 | | | | 17,938 | | | | 4,730 | | | | 3,312 | | | | 775 | |
| | | | | | | | | | | | | | | | | | | | |
Other real estate owned: | | | | | | | | | | | | | | | | | | | | |
Commercial real estate | | | 2,493 | | | | 319 | | | | — | | | | — | | | | 681 | |
Residential real estate | | | 420 | | | | 535 | | | | 108 | | | | 112 | | | | — | |
| | |
Total | | | 2,913 | | | | 854 | | | | 108 | | | | 112 | | | | 681 | |
| | | | | | | | | | | | | | | | | | | | |
Other repossessed assets-boats | | | 976 | | | | — | | | | — | | | | — | | | | — | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Total nonperforming assets | | $ | 29,679 | | | $ | 18,792 | | | $ | 4,838 | | | $ | 3,424 | | | $ | 1,456 | |
| | |
| | | | | | | | | | | | | | | | | | | | |
Total nonperforming loans as a percentage of total loans | | | 6.33 | % | | | 4.54 | % | | | 1.29 | % | | | 0.99 | % | | | 0.25 | % |
| | | | | | | | | | | | | | | | | | | | |
Total nonperforming assets as a percentage of total assets | | | 5.33 | % | | | 3.61 | % | | | 0.96 | % | | | 0.74 | % | | | 0.37 | % |
The Corporation did not recognize any interest income in 2008, 2007 and 2006 on those loans classified as nonaccruing for the period ended December 31, 2008, 2007 and 2006. The amount of interest that would have been recognized on those loans classified as nonaccruing, if the loans were in accrual status during that same time period, was $1,750,000, $332,000 and $140,000 during the periods of 2008, 2007 and 2006, respectively.
18
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Nonperforming loans without a related allowance for credit losses totaled $7.3 million and $3.4 million for the periods ended December 31, 2008 and 2007, respectively. Nonperforming loans with a related allowance for credit losses totaled $18.4 million and $13.5 million for the periods ended December 31, 2008 and 2007, respectively. The related allowance for nonperforming loans for the period ended December 31, 2008 and 2007 was $3.0 million and $3.8 million, respectively. Total nonperforming loans averaged $20.3 million in 2008, $16.7 million in 2007 and $3.4 million in 2006.
(6) Property and Equipment
A summary of property and equipment as of December 31 is as follows:
| | | | | | | | |
| | 2008 | | | 2007 | |
| | (In thousands) | |
Land | | $ | 1,340 | | | $ | 1,340 | |
Buildings and improvements | | | 5,941 | | | | 5,883 | |
Building construction in process | | | 182 | | | | 93 | |
Leasehold improvements | | | 1,650 | | | | 746 | |
Furniture and equipment | | | 4,709 | | | | 4,435 | |
Vehicles | | | 42 | | | | 42 | |
| | | | | | |
| | | 13,864 | | | | 12,539 | |
| | | | | | | | |
Less accumulated depreciation and amortization | | | 4,503 | | | | 3,835 | |
| | | | | | |
|
Net property and equipment | | $ | 9,361 | | | $ | 8,704 | |
| | | | | | |
(7) Time Deposits
As of December 31, 2008, scheduled maturities of all time deposits are as follows:
| | | | |
Year Ending December 31, | | (In thousands) | |
2009 | | $ | 172,581 | |
2010 | | | 102,483 | |
2011 | | | 1,404 | |
2012 | | | — | |
2013 | | | — | |
Subsequent years | | | — | |
| | | |
|
Total Time Deposits | | $ | 276,468 | |
| | | |
The following table depicts the maturity distribution of certificates of deposit with balances of $100,000 or more at December 31, 2008.
| | | | |
| | (In thousands) | |
Three months or less | | $ | 41,378 | |
Over three months to twelve months | | | 108,075 | |
Over one year to three years | | | 83,330 | |
Over three years | | | — | |
| | | |
|
Total time deposits of $100,000 or more | | $ | 232,783 | |
| | | |
19
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(8) Short-term Borrowings
Short-term borrowings at December 31, 2008, consisted of short-term FHLB advances of $25.5 million and short-term securities sold with an agreement to repurchase of $20.4 million. Repurchase agreements generally mature within one day. Following are details of short-term borrowings for the dates or periods indicated:
During the first quarter of 2007, the Corporation borrowed $19.0 million in a wholesale structured repurchase agreement with an interest rate tied to the three month Libor rate. On March 3, 2008, the borrowing changed to a fixed interest rate of 4.95% until March 2, 2017.
| | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2008 | | 2007 | | 2006 |
| | (Dollars in thousands) |
Amount outstanding at end of year: | | | | | | | | | | | | |
Short-term Repurchase agreements | | $ | 20,394 | | | $ | 13,659 | | | $ | 15,688 | |
Short-term FHLB advances | | $ | 25,500 | | | $ | 23,795 | | | $ | 14,000 | |
| | | | | | | | | | | | |
Weighted average interest rate on ending balance: | | | | | | | | | | | | |
Short-term Repurchase agreements | | | 1.62 | % | | | 3.00 | % | | | 3.15 | % |
Short-term FHLB advances | | | 3.50 | % | | | 4.14 | % | | | 3.92 | % |
| | | | | | | | | | | | |
Maximum amount outstanding at any month end during the year: | | | | | | | | | | | | |
Short-term Repurchase agreements | | $ | 20,394 | | | $ | 14,932 | | | $ | 21,832 | |
Short-term FHLB advances | | $ | 25,500 | | | $ | 23,795 | | | $ | 26,700 | |
| | | | | | | | | | | | |
Average amount outstanding during the year: | | | | | | | | | | | | |
Short-term Repurchase agreements | | $ | 13,589 | | | $ | 13,330 | | | $ | 13,443 | |
Short-term FHLB advances | | $ | 17,484 | | | $ | 19,831 | | | $ | 11,500 | |
| | | | | | | | | | | | |
Weighted average interest rate: | | | | | | | | | | | | |
Short-term Repurchase agreements | | | 1.97 | % | | | 3.10 | % | | | 2.91 | % |
Short-term FHLB advances | | | 4.05 | % | | | 4.16 | % | | | 3.76 | % |
20
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(9) FHLB Advances
In June 2001, the Corporation started to borrow long-term advances from the FHLB to fund fixed rate instruments and to attempt to minimize the interest rate risk associated with certain fixed rate commercial mortgage loans and investment securities. The advances are collateralized by residential and commercial mortgage loans under a blanket collateral agreement totaling approximately $235.0 million and $233.3 million at December 31, 2008 and 2007, respectively. The advances are also secured by specific investment securities with an amortized cost of $25.6 million and $11.0 million and fair market values of $25.6 million and $11.1 million at December 31, 2008 and 2007, respectively. All advances at December 31, 2008, with the exception of variable rate advances representing $5.5 million, had prepayment penalties. All advances have final maturities without callable provisions.
FHLB advances outstanding were as follows:
| | | | | | | | | | | | | | | | |
| | December 31, 2008 | | | December 31, 2007 | |
| | Ending | | | Average rate | | | Ending | | | Average rate | |
| | Balance | | | at end of period | | | Balance | | | at end of period | |
| | | | | | (Dollars in thousands) | | | | | |
Short-term FHLB advances | | $ | 25,500 | | | | 3.50 | % | | $ | 23,795 | | | | 4.14 | % |
Long-term FHLB advances | | | 82,700 | | | | 4.43 | % | | | 80,700 | | | | 4.70 | % |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | $ | 108,200 | | | | 4.21 | % | | $ | 104,495 | | | | 4.57 | % |
| | | | | | | | | | | | | | |
Long-term advances were comprised of 25 advances with maturities ranging from January 2010 to June 2016.
The principal maturities of long-term advances outstanding at December 31, 2008, are as follows:
| | | | |
Year Ending December 31, | | (In thousands) | |
2010 | | $ | 39,000 | |
2011 | | | 10,500 | |
2012 | | | 7,000 | |
2013 | | | — | |
Subsequent years | | | 26,200 | |
| | | |
| | | | |
Total | | $ | 82,700 | |
| | | |
During 2007 the Corporation elected early adoption of SFAS 159 for all FHLB advances maturing within 18 months of January 1, 2007, and totaling $16.0 million. At December 31, 2008, all advances recorded under SFAS 159 had matured.
21
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(10) ESOP Note Payable
In 1999, the Bank’s employee stock ownership plan (“ESOP”) entered into a 10 year variable rate loan with an outside financial institution. In the fourth quarter of 2008, the loan was paid in full. The Corporation had guaranteed the loan with the ESOP stock pledged as collateral. In addition, the Bank issued a letter of credit supporting the loan.
(11) Subordinated Debentures
On February 13, 2007, Community Central Capital Trust II (Trust II), a statutory trust formed by the Corporation for the purpose of issuing trust preferred securities, issued $18,000,000 aggregate liquidation amount of cumulative trust preferred securities. The Trust II securities bear a fixed distribution rate of 6.71% per annum through March 6, 2017, and thereafter will bear a floating distribution rate equal to 90-day Libor plus 1.65%. The Trust II securities are redeemable at the 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. The gross proceeds of the offering were used to purchase junior subordinated debentures from the Corporation totaling $18,557,000, which bears the same terms and repayment provisions as the trust preferred securities. Additionally, an interest rate swap for a like kind notional value was secured, designed to convert the fixed rate on the debenture to a variable rate. Management elected the fair value option for the subordinated debenture (see Note 21).
On June 29, 2007, the Corporation redeemed $10.0 million of the subordinated debentures issued to Community Central Capital Trust II.
The trust preferred securities may constitute up to 25% of Tier I capital. Any amount in excess of this limit may be included as Tier 2 capital. At December 31, 2008, $11.3 million of the trust preferred issuance was included in the Corporation’s Tier 1 capital, with the remaining $6.7 million included in Tier 2 capital.
(12) Stockholders’ Equity
The Corporation and the Bank are subject to various regulatory capital requirements administered by Federal banking agencies. Failure to meet these requirements can initiate certain mandatory (and possible additional discretionary) actions by regulators. These actions, if undertaken, could have a material effect on the Corporation’s financial position. Under capital adequacy guidelines, the Corporation and the Bank must meet specific capital requirements that involve quantitative measures of assets, liabilities, and certain off-balance sheet items. Capital amounts are also subject to qualitative judgments by the regulators about individual components, risk-weightings and other factors.
Quantitative measures established by regulation require the Corporation and the Bank to maintain minimum amounts and ratios of Tier I capital and total capital (as defined in the regulations) to risk-weighted assets. The Corporation and the Bank are also subject to a minimum Tier I leverage ratio expressed as a percentage of quarterly average assets (as defined). The Corporation is further subject to leverage ratios consisting of primary capital and total capital as a percentage of assets at period end. Management believes, as of December 31, 2008, that the Corporation and the Bank meet all capital adequacy requirements to which they are subject and is considered “well capitalized.”
Preferred Stock Issuance
On December 31, 2008, Community Central Bank Corporation completed the sale of $3.1 million of equity securities. The Corporation established a newly authorized series of preferred stock designated as Series A Noncumulative Convertible Perpetual Preferred Stock (“Series A Preferred Stock”). The number of authorized shares of Series A Preferred Stock is 7,000.
22
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The Corporation sold 3,050 shares of Series A Preferred Stock to the investors at a purchase price of $1,000 per share for an aggregate offering price of $3,050,000. 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, as described below.
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.
With certain limited exceptions, if the Corporation does not pay full cash dividends on Series A Preferred Stock for the most recently completed dividend period, the Corporation may not pay dividends on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to its common stock or other stock ranking equally with or junior to the Series A Preferred Stock. The Series A Preferred Stock is not redeemable by the holders or the Corporation.
The initial conversion price for the Series A Preferred Stock is $10.00 per share of common stock. Holders of the Series A Preferred Stock may convert their shares into common stock at any time. The Corporation shall have the right, at its option, to cause some or all of the Series A Preferred Stock to be converted into shares of common stock at any time after a Mandatory Conversion Event, which is any time on or after January 1, 2010, in the event that (i) the closing price of the Corporation’s common stock equals or exceeds one hundred ten percent (110%) of the prevailing conversion price for at least twenty (20) trading days in a period of thirty (30) consecutive trading days, and (ii) the Corporation has paid in full all dividends on the shares of Series A Preferred Stock for four (4) consecutive dividend periods. However, no holder of Series A Preferred Stock will be entitled to receive shares of common stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 19.9% of the voting power of the Corporation following such conversion, unless the Corporation obtains the requisite shareholder approval under NASDAQ Marketplace Rules. Additionally, no holder of Series A Preferred Stock will be permitted to receive common stock upon conversion of its Series A Preferred Stock to the extent such conversion would cause such holder to beneficially own more than 9.9% of the Corporation’s common stock outstanding at such time.
Holders of the Series A Preferred Stock generally do not have any voting rights, except that the consent of the holders of a majority of the number of shares of Series A Preferred Stock at the time outstanding, consenting as a separate class, shall be necessary to: (i) enter any agreement, contract or understanding or otherwise incur any obligation which by its terms would violate or be in conflict in any material respect with the rights or preferences of the Series A Preferred Stock; (ii) amend the articles of incorporation or bylaws of the Corporation, if such amendment would alter or change the powers, preferences or special rights of the holders of the Series A Preferred Stock so as to affect them adversely; or (iii) amend or waive any provision in the Certificate of Designation of the Series A Preferred Stock. Notwithstanding the foregoing, the consent of the holders of the Series A Preferred Stock will not be necessary to authorize or issue, or obligate the Corporation to issue, any senior stock, parity stock or additional Series A Preferred Stock, or right convertible or exchangeable for senior stock, parity stock or additional Series A Preferred Stock.
In addition, whenever, at any time or times, dividends payable on the shares of Series A Preferred Stock have not been paid for an aggregate of four quarterly dividend periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of a majority of the number of shares of the Series A Preferred Stock at the time outstanding, voting separately as a class, shall have the right to elect two directors (“Preferred Directors”) to fill the newly created directorships. Once the Corporation has declared and paid dividends on all outstanding shares of Series A Preferred Stock for four consecutive dividend periods, the right of the holders of the Series A Preferred Stock to elect directors shall terminate and the term of office of all Preferred Directors then in office shall terminate immediately.
23
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The following table shows the Corporation’s and the Bank’s actual capital amounts and ratios as of December 31, as well as certain minimum requirements:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Minimum Ratio | | |
| | | | | | | | | | | | | | | | | | for Capital | | |
| | 2008 | | 2007 | | Adequacy | | Ratio to be |
| | Capital | | Ratio | | Capital | | Ratio | | Purposes | | “Well Capitalized” |
| | (Dollars in thousands) | | | | | | | | |
Tier I capital to risk-weighted assets | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 45,054 | | | | 10.41 | % | | $ | 42,932 | | | | 10.29 | % | | | 4 | % | | NA |
Bank only | | | 39,928 | | | | 9.28 | % | | | 42,889 | | | | 10.32 | % | | | 4 | % | | | 6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total capital to risk-weighted assets | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 57,199 | | | | 13.22 | % | | $ | 55,430 | | | | 13.28 | % | | | 8 | % | | NA |
Bank only | | | 45,338 | | | | 10.54 | % | | | 48,199 | | | | 11.57 | % | | | 8 | % | | | 10 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Tier I capital to average assets | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 45,054 | | | | 8.21 | % | | $ | 42,932 | | | | 8.37 | % | | | 4 | % | | NA |
Bank only | | | 39,928 | | | | 7.30 | % | | | 42,889 | | | | 8.39 | % | | | 4 | % | | | 5 | % |
(13) Benefit Plans
Defined Contribution Plan- The Corporation has a 401(k) defined contribution savings plan for employees. Employer contributions are discretionary and are determined annually by the Board of Directors. Employer contributions of $181,000, $162,000 and $160,000 were paid or accrued for the periods ended December 31, 2008, 2007 and 2006.
Employee Stock Ownership Plan- During the second quarter of 1999, the Bank established an ESOP for the benefit of eligible employees. As of December 31, 2008, the ESOP had a total of 71,947 shares of the Corporation’s common stock, all of which were classified as committed-to-be released. Under the ESOP, the shares of stock committed-to-be released into all participants’ accounts are directly proportional to the ratio of the principal reductions to the total original principal amount. During the fourth quarter of 2008, the ESOP fully repaid the loan that originally funded the purchase of common stock held in the ESOP. Dividends paid by the Corporation on unearned shares of common stock held by the ESOP may be used to repay the loan or used to purchase the Corporation’s common stock at the discretion of the plan administrator. Under Statement of Position 93-6, “Employer’s Accounting for Employee Stock Ownership Plans,” the compensation expense recognized was based on the fair value of the committed-to-be released shares, which was $23,000 for 2008. As of December 31, 2008, all shares in the ESOP were committed-to-be released, with no remaining unearned.
The ESOP borrowed $500,000 from a bank to purchase shares of the Corporation’s stock (see Note 10). This loan was fully repaid during the fourth quarter of 2008.
24
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Information regarding the ESOP transactions for the years ended December 31 is as follows:
| | | | | | | | | | | | |
| | 2008 | | 2007 | | 2006 |
| | (In thousands) |
Amounts paid by the ESOP for: | | | | | | | | | | | | |
Debt repayment * | | $ | 36 | | | $ | 59 | | | $ | 53 | |
Interest | | $ | 1 | | | $ | 6 | | | $ | 10 | |
Other | | $ | 5 | | | $ | 4 | | | $ | 12 | |
| | | | | | | | | | | | |
Amounts received from the Corporation as: | | | | | | | | | | | | |
Contributions to the ESOP | | $ | 42 | | | $ | 69 | | | $ | 72 | |
| | |
* | | Includes debt repayment in 2008, 2007 and 2006 from cash contained in the ESOP from accumulated dividends. |
Supplemental Executive Retirement Plan– Effective April 30, 2003, the Corporation began sponsoring a non-qualifying defined benefit plan to provide supplemental retirement benefits for certain key executives. The plan which started in April 2003, benefiting two current and one former executive officers, has a minimum benefit upon retirement for each participant of $75,000 and a maximum benefit of 50% of the average of the three highest years of compensation. Effective August 2005, the Corporation added two additional executive officers to the plan, with the benefit payable upon retirement for these two additional executives of $50,000. The following table sets forth the plan activity and other information as of and for the year ended December 31, 2008 and 2007.
| | | | | | | | |
| | 2008 | | | 2007 | |
| | (In thousands) | |
Plan assets at fair value | | $ | — | | | $ | — | |
Benefit obligation | | | 2,072 | | | | 1,676 | |
| | | | | | | | |
| | | | | | |
Overfunded (underfunded) status | | $ | (2,072 | ) | | $ | (1,676 | ) |
| | | | | | |
| | | | | | | | |
Pension liability | | $ | (2,072 | ) | | $ | (1,676 | ) |
| | | | | | |
| | | | | | | | |
Net pension costs | | $ | 396 | | | $ | 356 | |
| | | | | | |
| | | | | | | | |
Actuarial comparisons: | | | | | | | | |
| | | | | | | | |
Weighted average discount rate | | | 7.0 | % | | | 7.0 | % |
Increase in future compensation levels | | | 3.0 | % | | | 5.0 | % |
To fund the supplemental retirement benefit obligation, the Corporation has purchased insurance policies on the lives of the participants with the Corporation as the owner and beneficiary of the policies. At December 31, 2008, the cash surrender value of all bank owned life insurance policies on the participants amounted to $11.0 million. There were no supplemental retirement benefits paid by the plan during 2008.
25
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Stock Option Plans —The Corporation currently has three active stock plans. Under the 1996 and 2000 Employee Stock Option Plans (“Employee Plans”), options for 58,564 and 66,000 shares of common stock, respectively, were available for awards to key employees. No options are presently available for grant under the 1996 and 2000 Employee Stock Option Plan, although options to purchase 52,839 shares of Corporation common stock were outstanding and unexercised as of December 31, 2008. Under the 2002 Incentive Plan, as amended, up to 46,305 shares were available for grant to directors and 341,195 shares were available for grant to employees. In December 2008, 49,750 stock options were granted under the 2002 Incentive Plan to employees with terms of 10 years. As part of the annual stock award provision of the 2002 Incentive Plan, 300 shares of common stock were awarded to each Director for a total of 2,700 shares. At December 31, 2008, 66,479 shares were available for award to employees and 24,900 shares were available for award to directors. The shares awarded were recorded as director and employee compensation expense, respectively. The stock awards immediately vest and are valued and expensed based on the closing price of the common share price on the day of issuance. Under all plans, the exercise price of each option equals the market price of the Corporation’s common stock at the date of grant.
The Corporation recognizes compensation expense for stock options awarded over the vesting period based on the fair value of the options granted, which is determined using the Black Scholes option pricing model. The volatility assumption used in the Black Scholes formula is based on the volatility of Community Central Bank Corporation common stock, which is traded on the NASDAQ Global Market. The weighted average assumptions used in the Black Scholes model are noted in the table at the bottom of the page. The Corporation uses historic data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Corporation has estimated the fair value of the options issued in December 2008 at $1.18 per share. The options become exercisable on January 2, 2009 for 33% of the shares covered under the agreement and for an additional 33% of the shares annually thereafter. Compensation expense connected with these options will be recognized at an annual rate of $27,000 from December 2008 through January 2011 for a total of $56,000. The forfeiture rate is assumed to be 5.00% of the total compensation expense. The Corporation will recognize compensation expense evenly over the requisite service period in future years through 2011. Options issued in 2007 and 2006 had an estimated fair value of $2.43 and $3.20 per share, respectively. The Corporation recognized $57,000 in compensation expense for those options vesting after the date of adoption of SFAS 123R under the modified prospective method and with no remaining compensation expense associated with this group of options in future years since they are fully vested. No tax expense was recognized as the options were incentive stock options.
| | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2008 | | 2007 | | 2006 |
| | | | | | (In thousands) | | | | |
Stock-based employee compensation expense, net of related tax effects, included in reported net income | | | 57 | | | | 31 | | | | 23 | |
The fair value of each option grant is estimated on the date of the grant using the Black Scholes option-pricing model with the following weighted average assumptions:
| | | | | | | | | | | | |
| | 2008 | | 2007 | | 2006 |
Dividend yield or expected dividends | | | — | | | | 3.24 | % | | | 2.06 | % |
Risk free interest rate | | | 2.50 | % | | | 4.20 | % | | | 4.80 | % |
Expected life | | 10 years | | 10 years | | 10 years |
Expected volatility | | | 50.27 | % | | | 34.50 | % | | | 19.19 | % |
26
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Following is a summary of the stock option activity for the periods indicated and the stock options outstanding at the end of such periods:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | | | | | Weighted | | | | | | | Weighted | | | | | | | Weighted | |
| | Number of | | | Average | | | Number of | | | Average | | | Number of | | | Average | |
| | Shares | | | Exercise Price | | | Shares | | | Exercise Price | | | Shares | | | Exercise Price | |
Outstanding, beginning of period | | | 286,993 | | | $ | 9.10 | | | | 330,272 | | | $ | 8.93 | | | | 315,510 | | | $ | 8.56 | |
Granted | | | 49,750 | | | | 1.89 | | | | 47,500 | | | | 7.59 | | | | 48,300 | | | | 10.76 | |
Exercised | | | — | | | | — | | | | (56,638 | ) | | | 5.57 | | | | (26,647 | ) | | | 6.82 | |
Forfeited | | | (33,268 | ) | | | 9.21 | | | | (34,141 | ) | | | 11.19 | | | | (6,891 | ) | | | 13.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Outstanding, end of year | | | 303,475 | (a) | | $ | 7.91 | | | | 286,993 | | | $ | 9.10 | | | | 330,272 | | | $ | 8.93 | |
| | | | | | | | | | | | | | | | | | |
The following table shows summary information about stock options outstanding at December 31, 2008:
| | | | | | | | | | | | | | | | | | | | | | |
Stock Options Outstanding | | | Stock Options Exercisable | |
| | | | | | | Weighted Average | | | Weighted | | | | | | Weighted | |
Range of | | | | Number | | | Remaining | | | Average Exercise | | | Number of | | | Average Exercise | |
Exercise Prices | | | | of Shares | | | Contractual Life | | | Price | | | Shares | | | Price | |
| | |
$4.30 | | | | | 4,534 | | | 1.0 years | | $ | 4.30 | | | | 4,534 | | | $ | 4.30 | |
4.52 | | | | | 5,331 | | | 1.8 years | | | 4.52 | | | | 5,331 | | | | 4.52 | |
4.98 | | | | | 8,794 | | | 2.3 years | | | 4.98 | | | | 8,794 | | | | 4.98 | |
4.71 | | | | | 15,516 | | | 2.4 years | | | 4.71 | | | | 15,516 | | | | 4.71 | |
6.99 – 7.34 | | | | | 27,439 | | | 3.4 years | | | 7.00 | | | | 27,439 | | | | 7.00 | |
8.28 | | | | | 6,078 | | | 4.5 years | | | 8.28 | | | | 6,078 | | | | 8.28 | |
9.82 – 10.31 | | | | | 22,490 | | | 4.9 years | | | 9.84 | | | | 22,490 | | | | 9.82 | |
11.15 | | | | | 38,561 | | | 5.9 years | | | 11.15 | | | | 38,561 | | | | 11.15 | |
13.15 | | | | | 3,583 | | | 6.6 years | | | 13.15 | | | | 3,583 | | | | 13.15 | |
11.98- 13.15 | | | | | 41,899 | | | 6.9 years | | | 11.98 | | | | 41,899 | | | | 11.98 | |
10.76 | | | | | 32,000 | | | 8.0 years | | | 10.76 | | | | 6,400 | | | | 10.76 | |
7.59 | | | | | 47,500 | | | 8.9 years | | | 7.59 | | | | 9,500 | | | | 7.59 | |
1.89 | | | | | 49,750 | | | 10.0 years | | | 1.89 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | 303,475 | | | | | | | $ | 7.91 | | | | 190,125 | | | $ | 9.17 | |
| | | | | | | | | | | | | | | | | | |
All share number and exercise price data have been adjusted to reflect the issuance of stock dividends.
(a) The aggregate intrinsic value of the options outstanding and exercisable as of December 31, 2008, based on the share price of $2.30 for CCBC common stock at December 31, 2008, was $0. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006 was $0, $152,000 and $108,000, respectively.
27
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(14) Leases
Operating expense includes rentals on leased facilities and certain equipment in the amount of $329,000, $339,000 and $422,000 for 2008, 2007 and 2006, respectively. Following is a schedule of future minimum rental payments required under operating leases that have remaining lease terms in excess of one year as of December 31, 2008:
| | | | |
Year ending December 31, | | (In thousands) | |
2009 | | $ | 254 | |
2010 | | | 248 | |
2011 | | | 204 | |
2012 | | | 206 | |
2013 | | | 211 | |
Subsequent years | | | 430 | |
| | | | |
| | | |
Total minimum rental payments | | $ | 1,553 | |
| | | |
(15) Other Operating Expense
The following is a summary of significant components of other operating expense for the periods indicated:
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
Year Ended December 31, | | | | | | (In thousands) | | | | | |
Advertising, business development and public relations | | $ | 536 | | | $ | 528 | | | $ | 645 | |
Data processing | | | 728 | | | | 625 | | | | 549 | |
Professional and regulatory fees | | | 600 | | | | 417 | | | | 425 | |
Legal fees | | | 465 | | | | 288 | | | | 316 | |
Director fees | | | 281 | | | | 283 | | | | 316 | |
Printing and supplies | | | 206 | | | | 172 | | | | 165 | |
Telephone | | | 174 | | | | 177 | | | | 214 | |
Other real estate owned | | | 2,056 | | | | 68 | | | | 13 | |
Loan closing | | | 105 | | | | 113 | | | | 171 | |
Impairment loss | | | 743 | | | | — | | | | — | |
Other insurance | | | 117 | | | | 127 | | | | 131 | |
Deposit insurance | | | 410 | | | | 283 | | | | 41 | |
Michigan business tax | | | 12 | | | | 128 | | | | 87 | |
Other | | | 891 | | | | 940 | | | | 803 | |
| | | | | | | | | | | | |
| | | | | | | | | |
Total other operating expense | | $ | 7,324 | | | $ | 4,149 | | | $ | 3,876 | |
| | | | | | | | | |
28
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(16) Taxes on Income
The Corporation and the Bank file a consolidated federal income tax return. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Corporation’s assets and liabilities. The income tax expense for the years ended December 31 consists of the following:
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | (In thousands) | |
Current tax (benefit) expense | | $ | (489 | ) | | $ | 266 | | | $ | 387 | |
Deferred tax (benefit) expense | | | (943 | ) | | | (561 | ) | | | (24 | ) |
| | | | | | | | | | | | |
| | | | | | | | | |
Total income tax (benefit) expense | | $ | (1,432 | ) | | $ | (295 | ) | | $ | 363 | |
| | | | | | | | | |
The temporary differences and carryforwards which comprise deferred tax assets and liabilities at December 31 are as follows:
| | | | | | | | |
| | 2008 | | | 2007 | |
| | (In thousands) | |
Deferred tax assets | | | | | | | | |
Provision for loan losses | | $ | 2,321 | | | $ | 1,626 | |
Depreciation | | | 91 | | | | 82 | |
SERP Expense | | | 705 | | | | 570 | |
Unrealized net loss on securities available for sale | | | 136 | | | | 311 | |
NOL | | | 1,990 | | | | 24 | |
Intangible asset amortization | | | 74 | | | | 74 | |
Other real estate owned timing difference | | | 540 | | | | — | |
AMT carryforward | | | 73 | | | | 150 | |
Other | | | 291 | | | | 270 | |
| | | | | | |
| | $ | 6,221 | | | $ | 3,107 | |
| | | | | | | | |
Valuation allowance for deferred tax assets | | | — | | | | — | |
| | | | | | | | |
Deferred tax liabilities | | | | | | | | |
Financial instruments at fair value option | | | (2,820 | ) | | | (411 | ) |
Original issue discount | | | (63 | ) | | | (70 | ) |
Accretion | | | (27 | ) | | | (35 | ) |
FHLB dividends | | | (104 | ) | | | (104 | ) |
Net deferred loan fees | | | (32 | ) | | | (6 | ) |
Goodwill amortization | | | (51 | ) | | | (105 | ) |
Other | | | (127 | ) | | | (147 | ) |
| | | | | | |
| | | (3,224 | ) | | | (878 | ) |
| | | | | | |
Net deferred tax asset | | $ | 2,997 | | | $ | 2,229 | |
| | | | | | |
Management has determined based on the weight of all available evidence that it will realize the net deferred tax asset from a history of earnings, gains generated in early 2009, future earnings and tax planning strategies. Therefore, a valuation allowance was not necessary. Both positive and negative evidence was evaluated as indicated under statement of financial accounting standards, “Accounting for Income Taxes” (SFAS 109). Management believes that the positive evidence more than outweighs the negative evidence.
29
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The Corporation’s effective tax rates differ from the statutory federal tax rates. The following is a summary of such differences:
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | |
| | | | | | (In thousands) | | | | | |
Provision at statutory federal income tax rate | | $ | (1,135 | ) | | $ | 146 | | | $ | 836 | |
Nondeductible expenditures | | | 45 | | | | 62 | | | | 43 | |
Tax exempt municipal interest | | | (186 | ) | | | (384 | ) | | | (399 | ) |
Increase in cash surrender value of bank owned life insurance | | | (156 | ) | | | (119 | ) | | | (117 | ) |
| | | | | | | | | | | | |
| | | | | | | | | |
Provision at effective federal income tax rate | | $ | (1,432 | ) | | $ | (295 | ) | | $ | 363 | |
| | | | | | | | | |
(17) Estimated Fair Value of Financial Instruments
Fair values are based on quoted market prices for similar instruments or estimated using discounted cash flow analysis. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs and optionality of such instruments. Considerable judgment is inherently required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented below do not necessarily represent amounts that the Corporation could realize in a current market exchange. The following methods and assumptions were used to estimate the fair value of financial instruments:
Cash and cash equivalents:For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Securities, Federal Home Loan Bank stock:The fair value of the security portfolio is based on matrix pricing where similar securities are used to interpolate fair value of the subject instruments and as such is considered a level 2 valuation. The carrying value of FHLB stock approximates fair value based on their redemption provisions.
Loans:For variable rate loans with no significant change in credit risk since loan origination, the carrying amount is a reasonable estimate of fair value. For all other loans, including fixed rate loans, the fair value is estimated using a discounted cash flow analysis, using interest rates currently offered on similar loans to borrowers with similar credit ratings and for the same remaining maturities. The resulting value is reduced by an estimate of losses inherent in the portfolio.
Residential mortgages held for sale:The estimated fair value of residential mortgages held for sale is the carrying amount. The duration of the portfolio is typically within two weeks or less and a commitment of sale has already occurred when the loans are funded.
Deposits:The estimated fair value of demand deposits, certain money market deposits, and savings deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity time deposits is estimated using the rates currently offered for deposits of similar remaining maturities.
Federal Home Loan Bank advances:The estimated fair value of Federal Home Loan Bank advances is estimated using rates currently offered for funding sources of similar remaining maturities.
30
Community Central Bank Corporation
Notes to Consolidated Financial Statements
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.
ESOP loan: The ESOP loan floats at prime rate; therefore, its carrying amount approximates fair value.
Subordinated debentures:Subordinated debentures are based on current rates for similar financing.
Commitments:The fair value of commitments is estimated using the fees currently charged to enter into similar arrangements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The majority of commitments to extend credit and letters of credit would result in loans with a market rate of interest if funded. The fair value of these commitments is not material.
The recorded carrying amounts and estimated fair values of the Corporation’s financial instruments at December 31, 2008 and 2007 are as follows:
| | | | | | | | | | | | | | | | |
| | 2008 | | 2007 |
| | Carrying | | Estimated | | Carrying | | Estimated |
| | Amount | | Fair Value | | Amount | | Fair Value |
| | | | | | (In thousands) | | | | |
Financial Assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 16,162 | | | $ | 16,162 | | | $ | 9,183 | | | $ | 9,183 | |
Trading securities (a) | | | 17,463 | | | | 17,463 | | | | 20,115 | | | | 20,115 | |
Securities | | | 78,067 | | | | 78,046 | | | | 67,786 | | | | 67,783 | |
FHLB stock | | | 5,877 | | | | 5,877 | | | | 5,527 | | | | 5,527 | |
Residential mortgages held for sale | | | 3,302 | | | | 3,302 | | | | 4,848 | | | | 4,848 | |
Loans, net of allowance | | | 399,802 | | | | 416,903 | | | | 383,509 | | | | 394,431 | |
Accrued interest receivable | | | 2,479 | | | | 2,479 | | | | 2,535 | | | | 2,535 | |
Interest rate swap | | | 3,538 | | | | 3,538 | | | | 668 | | | | 668 | |
| | | | | | | | | | | | | | | | |
Financial Liabilities: | | | | | | | | | | | | | | | | |
Demand and savings deposits | | | 80,908 | | | | 80,908 | | | | 94,440 | | | | 94,440 | |
Time deposits | | | 276,468 | | | | 286,145 | | | | 234,195 | | | | 237,614 | |
Repurchase agreements | | | 39,394 | | | | 39,394 | | | | 32,659 | | | | 32,659 | |
Federal Home Loan Bank advances | | | 108,200 | | | | 111,738 | | | | 104,495 | | | | 102,558 | |
Accrued interest payable | | | 1,050 | | | | 1,050 | | | | 1,018 | | | | 1,018 | |
ESOP loan | | | — | | | | — | | | | 36 | | | | 36 | |
Subordinated debentures (a) | | | 12,757 | | | | 12,757 | | | | 17,597 | | | | 17,597 | |
Interest rate swap | | | 958 | | | | 958 | | | | 541 | | | | 541 | |
| | |
(a) | | Carried at fair value under SFAS 159, “The Fair Value Option for Financial Assets and Liabilities” for the entire category. |
31
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(18) Off-Balance Sheet Risk
The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business, to meet financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and financial guarantees. These instruments involve, to varying degrees, elements of credit and interest rate risk that are not recognized on the balance sheet.
Commitments to extend credit are agreements to lend to a customer as long as there are no violations of any conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Fees from issuing these commitments to extend credit are recognized over the period to maturity. Since a portion of the commitments is expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case by case basis. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of customers. The Corporation also has legally binding commitments to extend credit in the form of loans that have been approved but not yet closed. These funds are normally disbursed unless the customer fails to comply with closing requirements.
Standby letters of credit are issued in connection with agreements between customers and a third party. If the customer fails to comply with the agreement, the counterparty may enforce the standby letter of credit as a remedy. Credit risk arises from the possibility that the customer may not be able to repay the Corporation after the letter of credit is enforced.
A summary of commitments not recorded on the balance sheet at December 31 is as follows:
| | | | | | | | |
| | 2008 | | | 2007 | |
| | (In thousands) | |
Unused home equity lines of credit | | $ | 9,819 | | | $ | 9,293 | |
Unused credit card lines | | | 1,890 | | | | 1,701 | |
Unused portion of construction lines of credit | | | 7,756 | | | | 16,463 | |
Unused portion of all other credit lines | | | 49,652 | | | | 52,950 | |
Standby letters of credit | | | 1,015 | | | | 1,047 | |
| | | | | | |
| | | | | | | | |
Total outstanding commitments | | $ | 70,132 | | | $ | 81,454 | |
| | | | | | |
(19) Restrictions on Dividends, Loans and Advances
Banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Corporation. The total amount of dividends which may be paid at any date is generally limited to the retained earnings of the Bank. At December 31, 2008, the Bank’s retained earnings available for the payment of dividends totaled $6.2 million. The Bank is prohibited from paying dividends if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum standards. At December 31, 2008, $35.6 million of the Corporation’s investment in the Bank was restricted. Loans and advances made by the Bank to the Corporation are generally limited to 10 percent of the Bank’s stock and surplus. Accordingly, at December 31, 2008, Bank funds available for loans or advances to the Corporation amounted to $3.6 million.
32
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(20) Parent-only Financial Statements
The following condensed financial information presents the financial condition of Community Central Bank Corporation, the Parent Holding Company, (the “Parent”) only, along with the results of its operations and its cash flow. The Parent has recorded its investment in the Bank and Community Central Capital Trust II at cost, plus the undistributed surplus of the Bank since it was formed. The Parent recognizes undistributed income of the Bank as noninterest income, and undistributed losses as noninterest expense. The Parent-only financial information should be read in conjunction with the Corporation’s consolidated financial statements.
Parent-only Balance Sheet
| | | | | | | | |
| | December 31, | |
| | 2008 | | | 2007 | |
| | (In thousands) | |
Assets | | | | | | | | |
|
Cash | | $ | 3,523 | | | $ | 5,764 | |
Accrued interest receivable | | | 32 | | | | — | |
Investment in subsidiary | | | 41,773 | | | | 43,929 | |
Investment in unconsolidated subsidiary | | | 557 | | | | 557 | |
Other assets | | | 2,004 | | | | 1,257 | |
| | | | | | |
|
Total Assets | | $ | 47,889 | | | $ | 51,507 | |
| | | | | | |
| | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | |
| | | | | | | | |
Due to subsidiary/Other liabilities | | $ | 738 | | | $ | 682 | |
Subordinated debentures | | | 12,757 | | | | 17,597 | |
| | | | | | |
|
Total Liabilities | | | 13,495 | | | | 18,279 | |
| | | | | | | | |
Preferred stock | | | 3,050 | | | | — | |
Common stock | | | 32,125 | | | | 32,071 | |
Retained earnings | | | (516 | ) | | | 1,797 | |
Unearned employee benefit | | | — | | | | (36 | ) |
Accumulated other comprehensive income | | | (265 | ) | | | (604 | ) |
| | | | | | |
Total Stockholders’ Equity | | | 34,394 | | | | 33,228 | |
| | | | | | |
| | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 47,889 | | | $ | 51,507 | |
| | | | | | |
33
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Parent-only Statement of Operations
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | |
| | (In thousands) | |
Operating Income | | | | | | | | | | | | |
| | | | | | | | | | | | |
Interest income | | $ | 84 | | | $ | 391 | | | $ | 76 | |
| | | | | | | | | | | | |
Other income | | | 10 | | | | — | | | | — | |
| | | | | | | | | | | | |
Dividend from subsidiary | | | 250 | | | | 1,400 | | | | 1,400 | |
| | | | | | | | | | | | |
| | | | | | | | | |
Total Interest and Dividend Income | | | 344 | | | | 1,791 | | | | 1,476 | |
| | | | | | | | | | | | |
Interest Expense | | | | | | | | | | | | |
Subordinated debentures | | | 905 | | | | 1,621 | | | | 929 | |
| | | | | | | | | | | | |
| | | | | | | | | |
Net interest (loss) income | | | (561 | ) | | | 170 | | | | 547 | |
| | | | | | | | | | | | |
Change in fair value under SFAS 159 | | | 7,710 | | | | 1,811 | | | | — | |
| | | | | | | | | | | | |
Other expense | | | 721 | | | | 865 | | | | 932 | |
| | | | | | | | | | | | |
| | | | | | | | | |
Total Operating Expense | | | 721 | | | | 865 | | | | 932 | |
| | | | | | | | | | | | |
Income (Loss) Before Taxes and Undistributed Income of Subsidiary | | | 6,428 | | | | 1,116 | | | | (385 | ) |
| | | | | | | | | | | | |
Income tax expense (benefit) | | | 2,123 | | | | (83 | ) | | | (597 | ) |
| | | | | | | | | | | | |
| | | | | | | | | |
Income Before Share in Undistributed Income of Subsidiary | | | 4,305 | | | | 1,199 | | | | 212 | |
| | | | | | | | | | | | |
Share of undistributed (loss) income of subsidiary | | | (6,267 | ) | | | (475 | ) | | | 1,884 | |
| | | | | | | | | | | | |
| | | | | | | | | |
Net Income (Loss) | | $ | (1,962 | ) | | $ | 724 | | | $ | 2,096 | |
| | | | | | | | | |
34
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Parent-only Statement of Cash Flow
| | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | |
| | (In thousands) | |
Operating Activities | | | | | | | | | | | | |
Net income (loss) | | $ | (1,962 | ) | | $ | 724 | | | $ | 2,096 | |
Adjustments to reconcile net income to net cash flow from operating activities | | | | | | | | | | | | |
Net gain on instruments at fair value | | | (7,710 | ) | | | (1,811 | ) | | | — | |
Undistributed income of subsidiary | | | 6,267 | | | | 475 | | | | (1,884 | ) |
Decrease (increase) in other assets | | | (779 | ) | | | (456 | ) | | | (18 | ) |
Increase (decrease) in other liabilities | | | 58 | | | | 125 | | | | 239 | |
Other operating adjustments | | | 2,926 | | | | 612 | | | | — | |
| | | | | | | | | |
Net Cash (Used in) Provided by Operating Activities | | | (1,200 | ) | | | (331 | ) | | | 433 | |
| | | | | | | | | | | | |
Investing Activities | | | | | | | | | | | | |
Capital contribution to subsidiaries | | | (3,750 | ) | | | (133 | ) | | | 63 | |
| | | | | | | | | |
Net Cash Provided by (Used in) Investing Activities | | | (3,750 | ) | | | (133 | ) | | | 63 | |
| | | | | | | | | | | | |
Financing Activities | | | | | | | | | | | | |
Stock options exercised/awards | | | 17 | | | | 341 | | | | 252 | |
Issuance of preferred shares | | | 3,050 | | | | — | | | | — | |
Issuance and redemption of subordinated debentures | | | — | | | | 8,247 | | | | — | |
Cash dividend paid | | | (351 | ) | | | (932 | ) | | | (918 | ) |
Repurchase of stock | | | (7 | ) | | | (3,400 | ) | | | (351 | ) |
| | | | | | | | | |
|
Net Cash (Used in) Provided by Financing Activities | | | 2,709 | | | | 4,256 | | | | (1,017 | ) |
| | | | | | | | | | | | |
(Decrease) Increase in Cash | | | (2,241 | ) | | | 3,792 | | | | (521 | ) |
Cash at the Beginning of the Period | | | 5,764 | | | | 1,972 | | | | 2,493 | |
| | | | | | | | | | | | |
| | | | | | | | | |
Cash at the End of the Period | | $ | 3,523 | | | $ | 5,764 | | | $ | 1,972 | |
| | | | | | | | | |
35
Community Central Bank Corporation
Notes to Consolidated Financial Statements
(21) Fair Value Option for Financial Assets and Financial Liabilities
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 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.
Investment Securities and FHLB Advances:
The election of SFAS 159 and SFAS 157 treatment for existing eligible investment securities was based on multiple factors which included the desire to utilize the Federal Home Loan Bank (“FHLB”) advance portfolio to offset volatility with the investment portfolio. Approximately $27.0 million of investment securities were originally selected for early adoption of SFAS 159 based primarily on the relatively short overall duration of the selected instruments. The overall effective duration of the instruments was 1.8 years based on current market interest rates. Many of the instruments have early call provisions, which based on current interest rate expectations have a high degree of probability to be called. Some instruments have been pre-refunded with certainty of maturity expected. The investments selected are primarily comprised of agency debentures and short-term callable bank qualified tax exempt municipal bonds. The selected securities are categorized under trading portfolio status. Management believes that it has more options of balance sheet management under the fair value option, including the management of volatility caused by the embedded options within these instruments. The short overall duration of the selected instruments, coupled with the utilization of FHLB advances as an attempt to hedge the risk, should mitigate large swings in fair values that will be recorded in the income statement as part of adoption of SFAS 159 and SFAS 157. Management cannot predict future interest rates and is reliant on forecasts and models to make decisions regarding interest rate and fair value risk.
36
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The election of SFAS 159 treatment for the selected FHLB advances was based on management’s choice to provide a natural hedge against the securities selected under SFAS 159. The FHLB advances were selected for the fair value option based on the maturity ranges within the FHLB portfolio of advances. All maturities within 18 months from the early adoption date of January 1, 2007 were selected regardless of the instruments’ interest rates. The selected FHLB advances had a net unrealized gain position as of January 1, 2007 and March 31, 2007 and were selected solely as a natural balance sheet hedge for the investment portfolio elected under SFAS 159. The decrease in the unrealized loss position of the selected investments and the income recognized under SFAS 159 for the first three months of 2007 was completely offset by a corresponding decrease in unrealized gains within the selected FHLB advances. In the second quarter of 2007, management reviewed the selected instruments, the changes in overall market interest rates, the treasury yield curve and the structure of the embedded call options of the investments. Management felt that FHLB advances alone would not accurately hedge the investments. In May 2007, the Corporation acquired an interest rate swap to better hedge the fair value of the portfolio. The notional value of the interest rate swap was $18.0 million for a duration of three years, which approximated the overall duration of the trading portfolio under SFAS 159. Under the interest rate swap, the bank receives the three month Libor rate and pays a fixed rate of 5.275%, which is the average weighted yield of the hedged portfolio at the inception of the interest rate swap. During the fourth quarter of 2007, the Corporation restructured many of the instruments originally selected during the early adoption of SFAS 159. The resulting portfolio better matched the Corporation’s asset liability position. Additionally, should management and the ALCO committee believe other balance sheet strategies will better position the Bank and Corporation, other transactions could be considered, including the sale of investments classified under trading status. Management did not extinguish any FHLB advances before stated maturity. At June 30, 2008, all FHLB advances selected for SFAS 159 accounting treatment had matured.
Subordinated Debentures:
Management elected the fair value option for the subordinated debenture. Management considers the subordinated debenture a critical component for future growth and wishes to utilize interest rate swaps 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.
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 pricing 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. 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. A determination was made, based upon the significance of unobservable parameters as of December 31, 2008 to the overall fair value measurement, to continue to report the subordinated debentures under level 3 significant unobservable inputs. In addition to the unobservable components, or level 3 components, observable components that can be validated to external sources are part of the validation methodology.
37
Community Central Bank Corporation
Notes to Consolidated Financial Statements
In 2008 the net change in the fair value of financial assets and liabilities, as measured under “The Fair Value Option” under Statement of Financial Accounting Standards (SFAS) 159, was $7.5 million on a pretax basis or $5.0 million after tax. This net gain from fair value reporting under SFAS 159 was primarily attributable to the change in fair value on the Corporation’s subordinated debenture and interest rate swap. Since the issuance of SFAS 159, the dramatic and historic widening of market credit spreads experienced for trust preferred security/ subordinated debenture issuances has continued to favorably impact the fair value measurement of the Corporation’s subordinated debenture through December 31, 2008. The Corporation hedges and protects itself from changes in interest rates with an interest rate swap. The hedge does not cover changes in credit spreads which typically occur over longer time periods. Changes in market conditions are not predictable and changes in credit spreads will cause changes in the fair value of this instrument and a possible loss in income. During 2008, the interest rate swap had a net favorable increase of $2.9 million in fair market value as measured under Statement of Financial Accounting Standards (SFAS) 159. The interest rate swap was intended from inception to hedge the Corporation’s subordinated debenture issuance which is also measured under SFAS 159. 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, representing substantially all of the unrealized swap gains that had been recorded as noninterest income, under SFAS 159 through December 31, 2008. This election was based on management’s determination that the interest rate swap would no longer provide a benefit to the Corporation.
The table below contains the fair value measurement at December 31, 2008 using the identified valuations and the changes in fair value for the twelve month period ended December 31, 2008.
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Changes in fair value | |
| | | | | | | | | | | | | | for twelve months | |
| | | | | | | | | | | | | | ended December 31, | |
| | | | | | | | | | | | | | 2008 measured at fair | |
| | | | | | | | | | | | | | value pursuant to | |
| | | | | | Fair Value Measurement at | | | | | | | election of the fair | |
| | | | | | December 31, 2008 | | | | | | | value options | |
|
| | Fair Value | | | Significant Other | | | Significant | | | Other Gains or Losses | |
| | Measurements | | | Observable | | | Unobservable | | | in noninterest income | |
| | | | | Inputs | | | Inputs | | | pretax income | |
| | | | | | | | | | | | |
Description | | 12/31/2008 | | | (Level 2) | | | (Level 3) | | | | |
| | | | | | (In thousands of dollars) | | | | | | | | | |
Trading Securities | | $ | 17,463 | | | $ | 17,463 | | | $ | — | | | $ | 262 | |
Securities available for sale | | | 76,552 | | | | 76,552 | | | | — | | | | — | |
Interest rate swap hedging securities | | | (958 | ) | | | (958 | ) | | | — | | | | (417 | ) |
Federal Home Loan Bank Advances | | | — | | | | — | | | | — | | | | (14 | ) |
Subordinated Debentures | | | 12,757 | | | | — | | | | 12,757 | | | | 4,840 | |
Interest rate swap hedging subordinated debentures | | | 3,538 | | | | 3,538 | | | | — | | | | 2,870 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | $ | 7,541 | |
| | | | | | | | | | | | | | | |
Interest income and interest expense of the respective financial instruments have been recorded in the consolidated statement of income based on the category of financial instrument.
38
Community Central Bank Corporation
Notes to Consolidated Financial Statements
Changes in level 3 recurring fair value measurements
The table below includes a roll forward of the balance sheet amounts for the twelve month period ended December 31, 2008 (including the change in fair value), for financial instruments classified by the Corporation within level 3 of the valuation hierarchy. When a determination is made to classify a financial instrument within level 3, the determination is based upon the significance of the unobservable parameters to the overall fair value measurement. However, level 3 financial instruments typically include, in addition to the unobservable or level 3 components, observable components (that is, components that can be validated to external sources); accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology. Also, the Corporation attempts to risk manage the observable components of level 3 financial instruments using derivative positions that are classified within level 2 of the valuation hierarchy; as these level 2 risk management instruments are not included below, the gains or losses in the table do not reflect the effect of the Corporation’s risk management activities related to such level 3 instruments.
| | | | | | | | | | | | | | | | | | | | | | | | |
Fair value measurements using significant unobservable inputs |
(In thousands) |
| | | | | | | | | | | | | | | | | | | | | | Changes in |
| | | | | | | | | | | | | | | | | | | | | | unrealized |
| | | | | | | | | | | | | | | | | | | | | | gains / (losses) |
| | | | | | Total realized / | | Purchases | | Transfers | | | | | | related to financial |
For the year ended | | Fair Value | | unrealized | | issuances | | in and / or | | Fair Value | | instruments held at |
December 31, 2008 | | January 1, 2008 | | gains / (losses) | | settlements, net | | out of Level 3 | | December 31, 2008 | | December 31, 2008 |
|
Subordinated Debentures | | $ | 17,597 | | | $ | 4,840 | | | | — | | | | — | | | $ | 12,757 | | | $ | 4,840 | |
Assets Measured at Fair Value on a Nonrecurring Basis
Impaired Loans
The Corporation does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with SFAS 114, “Accounting by Creditors for Impairment of a Loan.” The fair value of impaired loans is estimated using primarily collateral value. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. The fair value of the collateral is based on an observable market price, current appraised value and 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 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.
39
Community Central Bank Corporation
Notes to Consolidated Financial Statements
The following table presents assets measured at fair value on a nonrecurring basis at December 31, 2008.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Quoted Prices in | | | | | | |
| | | | | | Active Markets | | Significant Other | | Significant | | |
| | | | | | for Identical | | Observable | | Unobservable | | Total Losses for |
| | Balance at | | Assets | | Inputs | | Inputs | | the year ended |
Assets | | December 31, 2008 | | (Level 1) | | (Level 2) | | (Level 3) | | December 31, 2008 |
(In thousands) |
Impaired loans accounted for under FAS 114 | | $ | 17,936 | | | | — | | | | — | | | $ | 17,936 | | | $ | 4,509 | |
|
Other real estate owned | | | 2,913 | | | | — | | | | — | | | | 2,913 | | | | 1,075 | |
40
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements throughout this document, as well as in other public filings we make with the SEC, that are subject to risks and uncertainties. These forward-looking statements are based on 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 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.
41
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE SUMMARY
Community Central Bank Corporation is the holding company for Community Central Bank (the “Bank”) in Mount Clemens, Michigan. The Bank opened for business in October 1996 and serves businesses and consumers across Macomb, Oakland, St. Clair and Wayne counties with a full range of lending, deposit, trust, wealth management, and Internet banking services. The Bank operates four full service facilities, in Mount Clemens, Rochester Hills, Grosse Pointe Farms and Grosse Pointe Woods, Michigan. Community Central Mortgage Company, LLC, a subsidiary of the Bank, operates locations servicing the Detroit metropolitan area, and 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 have been negatively affected by local and national 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, and in particular with builder / developer loans. Further downturns in the local economy may affect the demand for 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 Corporation recorded a $9.5 million provision for credit losses in 2008, based upon management’s review of the risks inherent in the loan portfolio and the level of our allowance for loan losses. Total nonperforming assets (which include nonaccruing loans, accruing loans 90 days or more past due, troubled debt restructured loans and foreclosed assets) as a percentage of total assets was 5.33% at December 31, 2008, compared to 3.61% at December 31, 2007. The increase in nonperforming assets from December 31, 2007 to December 31, 2008 was primarily attributable to an increase in restructured loans. It should be noted that of the $8.2 million in loans reported as Restructured Troubled Debt, $5.0 million were contractually current at December 31, 2008, and represent 61% of that classification. Nonaccruing loans as a percentage of total loans decreased slightly to 4.32% at December 31, 2008, from 4.35% for the prior year end as a result of loan charge-offs discussed below. The allowance for loan losses at December 31, 2008, was $7.3 million, or 1.80% of total loans and 28.36% of nonperforming loans (which includes nonaccruing loans, accruing loans 90 days or more past due and troubled debt restructured loans) versus $6.4 million, or 1.64% of total loans and 35.70% of nonperforming loans at December 31, 2007.
Net loan charge-offs on an annualized basis totaled 217 basis points for 2008 versus 27 basis points for 2007. Total year to date net loan charge-offs were $8.6 million in 2008 versus $1.0 million in 2007. Approximately $6.0 million or 70% of net loan charge-offs, were on builder / developer loans and reflect our local market conditions.
42
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 cost 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.
A business plan objective has been the diversification of revenue from interest income. The Wealth and Trust divisions have been providing an increased source of fee income for the Corporation. In 2007, the Mortgage Company subsidiary restructured operations to commensurate with the level of overhead. In 2008, the Mortgage Company continued to focus on streamlining operations and providing incremental income to the Bank. The addition of a new branch location in Grosse Pointe Woods, Michigan, which opened in June 2008, represented the second branch location in this upscale market of southeastern Michigan. We continue to focus on strategies to increase our market share of core deposits.
During 2008, the Corporation established a newly authorized series of preferred stock designated as Series A Noncumulative Convertible Perpetual Preferred Stock. The number of authorized shares of Series A Preferred Stock is 7,000. On December 31, 2008, the Corporation completed the sale of 3,050 shares of Series A Preferred Stock to investors at a purchase price of $1,000 per share, for an aggregate offering price of $3,050,000. 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. 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.
The additional capital raised from the Series A Preferred Stock offering supplements the Corporation’s existing capital base and allows it to continue its lending operations. The capital also provides an additional source for the Corporation’s subsidiary bank should it require additional capital.
As of December 31, 2008, the Bank and Corporation are both “well-capitalized”.
43
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Selected Financial Information
The following table sets forth the Selected Consolidated Financial Statements for the period reported.
Selected Financial Condition Data
| | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 |
| | (In thousands) |
Total assets | | $ | 556,950 | | | $ | 520,305 | | | $ | 505,028 | | | $ | 462,012 | | | $ | 391,538 | |
Trading securities at fair value option | | | 17,463 | | | | 20,115 | | | | — | | | | — | | | | — | |
Securities available for sale | | | 76,552 | | | | 66,809 | | | | 80,916 | | | | 84,177 | | | | 51,425 | |
Securities held to maturity | | | 1,515 | | | | 977 | | | | 1,017 | | | | 1,094 | | | | 1,161 | |
Gross loans | | | 407,117 | | | | 389,912 | | | | 367,282 | | | | 334,951 | | | | 305,439 | |
Allowance for credit losses | | | 7,315 | | | | 6,403 | | | | 3,815 | | | | 3,580 | | | | 3,377 | |
| | | | | | | | | | | | | | | | | | | | |
Total deposits | | | 357,376 | | | | 328,635 | | | | 355,856 | | | | 314,373 | | | | 278,856 | |
FHLB advances | | | 108,200 | | | | 104,495 | | | | 83,528 | | | | 86,545 | | | | 63,360 | |
Repurchase agreements | | | 39,394 | | | | 32,659 | | | | 15,688 | | | | 13,184 | | | | 11,492 | |
Subordinated debentures | | | 12,757 | | | | 17,597 | | | | 10,310 | | | | 10,310 | | | | 10,310 | |
Total stockholders’ equity | | | 34,394 | | | | 33,228 | | | | 36,665 | | | | 35,532 | | | | 25,591 | |
Summary of Operations
| | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | | | 2005 | | | 2004 | |
| | (In thousands, except per share data) | |
Interest income | | $ | 30,422 | | | $ | 32,925 | | | $ | 31,475 | | | $ | 24,230 | | | $ | 19,725 | |
Interest expense | | | 19,047 | | | | 20,735 | | | | 18,892 | | | | 11,555 | | | | 7,936 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net interest income | | | 11,375 | | | | 12,190 | | | | 12,583 | | | | 12,675 | | | | 11,789 | |
Provision for credit losses | | | 9,502 | | | | 3,600 | | | | 550 | | | | 100 | | | | 2,000 | |
Non-interest income | | | 11,451 | | | | 5,692 | | | | 4,935 | | | | 4,809 | | | | 6,546 | |
Non-interest expense | | | 16,718 | | | | 13,853 | | | | 14,509 | | | | 13,132 | | | | 13,346 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Income (loss) before taxes | | | (3,394 | ) | | | 429 | | | | 2,459 | | | | 4,252 | | | | 2,989 | |
| | | | | | | | | | | | | | | | | | | | |
Provision for income tax (benefit) expense | | | (1,432 | ) | | | (295 | ) | | | 363 | | | | 1,179 | | | | 782 | |
| | | | | | | | | | | | | | | |
Net income (loss) | | $ | (1,962 | ) | | $ | 724 | | | $ | 2,096 | | | $ | 3,073 | | | $ | 2,207 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Per share data:* | | | | | | | | | | | | | | | | | | | | |
Basic earnings | | $ | (0.53 | ) | | $ | 0.19 | | | $ | 0.52 | | | $ | 0.80 | | | $ | 0.68 | |
Diluted earnings | | $ | (0.53 | ) | | $ | 0.19 | | | $ | 0.51 | | | $ | 0.78 | | | $ | 0.66 | |
Dividend declared | | $ | 0.10 | | | $ | 0.24 | | | $ | 0.24 | | | $ | 0.21 | | | $ | 0.20 | |
| | |
* | | Per share data has been retroactively adjusted to reflect the issuance of stock dividends. |
44
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Selected Financial Ratios
| | | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 |
Nonperforming assets as a percentage of total assets | | | 5.33 | % | | | 3.61 | % | | | 0.96 | % | | | 0.74 | % | | | 0.37 | % |
Nonperforming loans as a percentage of total loans | | | 6.33 | % | | | 4.60 | % | | | 1.29 | % | | | 0.99 | % | | | 0.25 | % |
Allowance for credit losses as a percentage of total loans | | | 1.80 | % | | | 1.64 | % | | | 1.04 | % | | | 1.07 | % | | | 1.11 | % |
Allowance for credit losses as a percentage of nonperforming loans | | | 28.36 | % | | | 35.70 | % | | | 80.66 | % | | | 108.09 | % | | | 435.74 | % |
|
Return on average assets | | | (0.36 | %) | | | 0.14 | % | | | 0.42 | % | | | 0.72 | % | | | 0.57 | % |
Return on average equity | | | (5.85 | %) | | | 2.06 | % | | | 5.82 | % | | | 9.43 | % | | | 8.98 | % |
Net interest margin | | | 2.30 | % | | | 2.68 | % | | | 2.83 | % | | | 3.23 | % | | | 3.31 | % |
Dividend payout ratio | | | (17.89 | %) | | | 128.59 | % | | | 43.80 | % | | | 24.15 | % | | | 25.87 | % |
Average equity to average assets | | | 6.18 | % | | | 6.86 | % | | | 7.25 | % | | | 7.61 | % | | | 6.34 | % |
Application of Critical Accounting Policies
Allowance for Credit Losses:The Corporation performs a detailed quarterly review of the allowance for credit losses. The Corporation evaluates those loans classified as substandard, under its internal risk rating system, on an individual basis for impairment under SFAS 114. The level and allocation of the allowance is determined primarily 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 Corporation uses factors such as, historical portfolio losses, national and local economic trends and levels of delinquency to determine the appropriate level and allocation of the allowance for loans in this grouping. The Corporation’s policy dictates that specifically identified credit losses be recognized immediately by a charge to the allowance for credit losses.
Inherent risks and uncertainties related to determination of adequacy of the allowance for credit losses require management to depend on estimates, appraisals and evaluations of loans to prepare the analysis. Changes in economic conditions and the financial prospects of borrowers may result in changes to the estimates, appraisals and evaluations used. In addition, if circumstances and losses differ substantially from management’s assumptions and estimates, the allowance for credit losses may not be sufficient to absorb all future losses and net income could be significantly impacted.
45
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Assets
At December 31, 2008, the Corporation’s total assets were $557.0 million, an increase of $36.6 million or 7.03%, from December 31, 2007. The largest segment of asset growth for the year ended December 31, 2008 occurred in the loan portfolio, which increased $17.2 million. Cash and cash equivalents increased $7.0 million with a $4.0 million increase occurring in Federal funds sold. Trading securities decreased $2.6 million in 2008 primarily from the call of an agency security. Securities available for sale of $76.6 million increased $9.7 million from purchases of government guaranteed securities.
Commercial real estate loans increased $20.1 million in 2008, or 7.60%, over 2007. The growth in the commercial real estate portfolio is consistent with the Corporation’s commercial lending focus. The Corporation believes that the staff of seasoned commercial lenders and referrals from the board of directors actively involved in the local business community has contributed to the growth of the commercial real estate portfolio. The primary collateral on these loans is commercial real estate, although other forms of collateral are also used to secure the loans. We also typically obtain the personal guarantees of the borrowers. Commercial and industrial loans at December 31, 2008 totaled $38.7 million, an increase of $5.7 million or 17.2%, over the year ended December 31, 2007. Commercial and industrial loans as a percentage of total loans comprised 9.5% at December 31, 2008, an increase from 8.5% of total loans at December 31, 2007. The Corporation has historically had a lower percentage of commercial and industrial type loans compared to commercial real estate loans as it concentrates its level of lending expertise in the commercial real estate sector. A continued downturn in the local economy may affect the Corporation’s ability to grow the commercial lending portfolio given the capital requirements of this type of lending and the ability to secure credit worthy borrowers in a depressed economic environment.
The residential mortgage loan portfolio totaled $54.4 million at December 31, 2008, a decrease of $6.4 million or 10.5%, from 2007. The Corporation continues to sell the residential mortgage loans it originates as the yields available from these loans is relatively lower in comparison to the commercial base. The Corporation does retain the servicing, allowing the Corporation to retain customers and the related deposit base, coupled with other banking products. Adjustable rate loans represented $40.3 million, or 74.1%, of the total residential mortgage loan portfolio at December 31, 2008. Residential mortgage loans are made principally as an accommodation to our business banking customers. Adjustable rate residential mortgage loans are held in the loan portfolio while longer duration, 15 year and 30 year fixed residential loans are typically sold to manage the Corporation’s interest rate risk profile. The residential ARM loans reprice typically at 400 basis points over the one year Treasury rate. The home equity lines of credit (“HELOC”) totaled $21.2 million, or 5.2% of total loans, at December 31, 2008, an increase of $324,000 from 2007. This portfolio product is tied to The Wall Street Journal prime interest rate. These loans are fully secured by real estate and are currently originated with loan to values (including all prior liens) up to 80% of the current appraised value of the real estate. The Corporation has significantly curtailed lending in this segment of the loan portfolio due to the dramatic decline in real estate collateral values in southeastern Michigan and nationwide.
Consumer loans (excluding HELOCs and credit card loans) totaled $7.1 million at December 31, 2008, a decrease of $2.6 million from December 31, 2007, as management intentionally sought to reduce the Corporation’s exposure in this portfolio. The largest portion of the consumer loan portfolio is comprised of boat loans. The Corporation’s geographic proximity to Lake St. Clair and the lending experience in this area have contributed to this segment of the portfolio. In 2005, the Corporation offered less competitive interest rates on boat loans to reduce potential credit exposure in the area. The current downturn in the local economy has adversely affected the ability of borrowers to repay the outstanding loans. At December 31, 2008, boat loans comprised approximately $6.0 million, or 84.0%, of the consumer loan portfolio and 1.5% of total loans compared to $8.5 million, or 87.6%, of the consumer portfolio and 2.2% of total loans at December 31, 2007.
Credit card loans at December 31, 2008 totaled $846,000 compared to $729,000 at December 31, 2007. The Corporation continues to book credit card loans as a customer accommodation and does not actively market this product. The growth in this specific part of the portfolio is directly linked to commercial loan growth.
46
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Mortgage loans held for sale totaled $3.3 million at December 31, 2008 compared to $4.8 million at December 31, 2007. The mortgage loans were originated by the Bank’s mortgage subsidiary. The decrease in total mortgages held for sale at December 31, 2008 compared to December 31, 2007 was attributable to lower volumes of mortgage loan originations and reflects a slowdown in regional and national refinance activity as well as fewer home purchases in southeastern Michigan. Loans closed generally remain in loans held for sale for less than 30 days in duration. Loans are normally committed for sale before funding takes place.
The investment security portfolio totaled $95.5 million at December 31, 2008, compared to $87.8 million at December 31, 2007, and was comprised of securities held as available for sale, held to maturity and held as trading.
Total securities available for sale increased $9.7 million from December 31, 2007 to $76.6 million at December 31, 2008, primarily from the purchase of U.S. Agency mortgage backed securities. At December 31, 2008, the available for sale portfolio had net unrealized losses of $401,000, or approximately 0.5%, of the aggregate portfolio. As of December 31, 2008, the available for sale portfolio comprised $12.0 million in U.S. Agency debentures, $52.3 million in U.S. Agency mortgage backed securities, including collateralized mortgage obligations, $11.6 million in bank qualified tax exempt municipal bonds and $500,000 in a CRA fund invested in mortgage backed obligations. U.S. Agencies are primarily pledged against repurchase agreements and advances from the Federal Home Loan Bank of Indianapolis. The Corporation had less than half of one percent of the portfolio invested in corporate instruments at December 31, 2008. The largest net change in securities categories between 2008 and 2007 occurred in the U.S. Agency debenture and mortgage backed securities portfolios that increased $26.8 million in total during 2008. This increase was partially offset by the reduction in the municipal bond portfolio, which decreased $17.2 million as a result of sales which were intended to reduce the exposure. The Corporation increased U.S Government mortgage backed securities primarily in Ginnie Mae (GNMA) mortgage backed instruments. These securities are guaranteed by the full faith and credit of the U.S. Government. Unrealized losses have not been recognized into income, except for those securities classified as trading under the SFAS 159 fair value option, because the issuers’ bonds are of high credit quality. The Corporation has the intent and ability to hold the securities classified under available for sale for the foreseeable future and declines in the fair value are primarily due to increased market interest rates.
The trading portfolio totaled $17.5 million as of December 31, 2008. The average effective duration of the trading portfolio as of December 31, 2008 was approximately 1.0 year and an average life of 1.26 years, with a weighted average coupon rate of 4.89%. Management decided to classify the original securities at January 1, 2007, under SFAS 159 because of the characteristics of the instruments, which included the optionality and the ability of the Corporation to hedge the instruments utilizing above market value Federal Home Loan Bank advances. Furthermore, in adopting SFAS 159, the Corporation was able to utilize the fair value option on off balance sheet hedges and account for the hedges in a manner which is less complex than was previously available under GAAP. Other reasons influencing management’s decision to classify the selected instruments under SFAS 159 include overall ALCO strategies and the shape of the treasury yield curve and management expectations on short-term interest rates. The trading portfolio as of December 31, 2008 comprised $11.6 million of U.S. Agency debentures with an effective duration of 1.2 years and $5.9 million in U.S. Agency collateralized mortgage obligations (CMO’s) with an effective duration of .67 years. All of the CMO’s held in the trading portfolio pass the FFIEC stress test with relatively short average lives under differing rate scenarios.
In May 2007, the Corporation acquired an interest rate swap to better hedge the fair value of the trading portfolio. The notional value of the interest rate swap was $18.0 million for a duration of three years, which approximated the overall duration of the trading portfolio under SFAS 159. Under the interest rate swap the bank receives the three month Libor rate and pays a fixed rate of 5.275%, which is the average weighted yield of the hedged portfolio at the inception of the interest rate swap. The interest rate swap is accounted for under the “Fair Value Option for Financial Assets and Liabilities” (SFAS 159) and therefore no formal hedge accounting under SFAS 133 is applicable. The Corporation is currently reviewing the structure of the hedge and is considering restructuring a portion of the trading portfolio to better provide protection in a falling short-term rate environment and provide protection to a lesser extent in a rising rate environment.
47
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The downturn in local economic conditions has led to an increase in delinquency and foreclosure activity in our market area, as it has nationwide. Nonaccrual loans in the category of commercial real estate totaled $12.6 million at December 31, 2008, and decreased $1.8 million from December 31, 2007. The decrease in nonaccruing commercial real estate loans was aided by net charge-offs of $6.9 million, with $6.1 million comprised of builder / developer loans. Commercial and industrial nonaccrual loans totaled $96,000 at December 31, 2008, and decreased $50,000 from December 31, 2007. Nonaccrual residential real estate loans totaled $3.6 million at December 31, 2008, which was an increase of $1.5 million compared to December 31, 2007. Nonaccruing home equity lines of credit totaled $760,000 at December 31, 2008 compared to $354,000 at December 31, 2007. The total nonaccruing consumer loans of $571,000 increased dramatically from the $30,000 recorded at December 31, 2007, and is primarily attributable to delinquent boat loans in the portfolio. The Corporation experienced worsening delinquencies and higher levels of repossession with boat loans as evidenced by $976,000 in boat collateral repossessed and owned by the Corporation at December 31, 2008. This is in contrast to December 31, 2007, when the Corporation had no repossessed boats. The Corporation’s nonperforming assets to total assets increased to 5.33% at December 31, 2008 compared to 3.61% at December 31, 2007, primarily as the result of the addition of troubled debt restructured loans which represented $8.2 million, or 75%, of the increase. Loans classified as troubled restructured debt involve forgiving a portion of interest or principal, making loans at materially less than market rates or terms or conditions not normally given to customers. The Corporation continues to carefully monitor the performance of all of its loans. The allowance for loan losses compared to total loans at December 31, 2008 was 1.80% and the allowance for loan losses to nonperforming loans at that date was 28.36%.
For additional information on our nonperforming assets, see nonperforming assets under Note 5 of the Notes to Consolidated Financial Statements.
All loans are to be reported as being in nonaccrual status if: (a) they are maintained on a cash basis because of deterioration in the financial position of the borrower, (b) payment in full of interest or principal is not expected, or (c) principal or interest has been in default for a period of 90 days or more. If it can be documented that the loan obligation is both well secured and in the process of collection, the loan may stay on accrual status. Any exceptions to automatic nonaccrual status at 90 days must be approved in writing by the Senior Loan Officer and the Chief Financial Officer. A nonaccrual asset may be restored to an accrual status when none of its principal or interest is due and unpaid, when it otherwise becomes well secured and in the process of collection. A debt is “well-secured” if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt (including accrued interest) in full, or (2) by the guaranty of a financially responsible party. A debt is “in the process of collection” if collection of the debt is proceeding in due course either through legal action, including judgment enforcement procedures, or, in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future, generally within the next 90 days.
The allowance for credit losses as a percentage of total loans was 1.80% at December 31, 2008 versus 1.64% at December 31, 2007. The large increase in the reserve percentage was primarily attributable to an increase in impaired loans with collateral deficiency. Management evaluates the condition of the loan portfolio on a quarterly basis to determine the adequacy of the allowance for credit losses. Management’s evaluation of the allowance is further based on consideration of actual loss experience, the present and prospective financial condition of borrowers, adequacy of collateral, industry concentrations within the portfolio, and general economic conditions. Management believes that the present allowance is adequate, based on the broad range of considerations listed above.
48
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net loan charge-offs to average loans for the year ended December 31, 2008 totaled 2.17%, compared to 0.27% for the year ended December 31, 2007. Total loan charge-offs for 2008 were $8.6 million, compared with $1.0 million in loan charge-offs in 2007. Total recoveries in 2008 were $280,000 compared with total recoveries of $88,000 in 2007. The largest increase in charge-offs occurred in the commercial real estate loan areas which totaled $6.9 million or an increase over 2007 of $6.6 million. This increase was attributable to charge-offs of $6.1 million in builder / developer loans. All areas of the loan portfolio experienced higher levels of net loan charge-offs compared to 2007. The consumer loan portfolio, which is comprised primarily of boat loans experienced the largest percentage of net charge-offs totaling 9.40%. The increase is attributable to the worsening economic conditions in southeastern Michigan.
At December 31, 2008, the specific allowance for the commercial real estate portfolio was $4.2 million, which was slightly below the specific allowance of $4.4 million at December 31, 2007. Net loan charge-offs in the commercial real estate portfolio were $6.8 million during 2008. The large level of charge-offs was attributable to builder / developer loans with losses directly connected to the collateral value of undeveloped land. The reserve level for commercial real estate reflected lower levels of specific impairment due to the level of loan charge-offs. The specific reserve level for the commercial and industrial portfolio of $936,000 was attributable to several loans in which underlying collateral values had decreased. Residential real estate loans, home equity lines of credit, consumer loans and credit card loans all had higher levels of specific reserves at December 31, 2008 than the previous year end. Again, this increase was attributable to the worsening economic conditions in southeastern Michigan and known impairment in the portfolio. The allowance for credit losses increased $912,000 in 2008 to $7.3 million. The changes in reserve allocations between the types of loans were the result of changes in impairment as defined under SFAS 114 and under SFAS 5. The Corporation performs a detailed quarterly review of the allowance for credit losses. The Corporation evaluates those loans classified as substandard, under its internal risk rating system, on an individual basis for impairment under SFAS 114.
The level of allocation of the allowance is determined primarily on management’s evaluation of collateral value, less the cost of disposal, for the loans reviewed in this category. The remainder of the loan portfolio is segmented into loan pools with similar risk characteristics for evaluation 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 existence of collateral and its value.
At December 31, 2008, loans totaling $14.4 million comprising primarily commercial real estate loans, were not included in the non-performing asset table contained in Note 5 of the Notes to Consolidated Financial Statements where the known information about possible credit problems of borrowers caused management to have serious doubts as to the ability of the borrowers to fully comply with present loan repayment terms and which may result in disclosure of such loans in the future.
Although management believes that the allowance for credit losses is adequate to absorb losses as they arise, there can be no assurance that the Bank will not sustain losses in any given period that could be substantial in relation to the size of the allowance for credit losses. It must be understood that inherent risks and uncertainties related to the operation of a financial institution require management to depend on estimates, appraisals and evaluations of loans to prepare the Corporation’s financial statements. Changes in economic conditions and the financial prospects of borrowers may result in changes to the estimates, appraisals and evaluations used. In addition, if circumstances and losses differ substantially from management’s assumptions and estimates, the allowance for loan losses may not be sufficient to absorb all future losses and net income could be significantly impacted.
49
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liabilities
During the year ended December 31, 2008, total deposits increased $28.7 million to $357.4 million. The increase in deposits was attributable to an increase in noninterest bearing demand deposit accounts of $2.5 million and time deposits of $42.3 million. The increase was offset by declines in money market savings of $14.1 million as depositors sought higher yielding instruments. The majority of the decrease in money market accounts was related to indexed money market deposit accounts which are tied to the six month Treasury bill. The increase in time deposits was attributable to increases from the Bank’s own customer base of $29.0 million and increases in brokered time deposits totaling $40.7 million. These increases were partially offset by decreases in municipal time deposit balances of $27.4 million. The municipalities had universally decreased the level of time deposits with small community banks in southeastern Michigan to seek larger institutions during the turbulent banking and economic environment that has marked 2008. Brokered and Internet deposits included in the category of time deposits over $100,000 comprised $166.4 million and $1.1 million, respectively. These deposits often comprise the least expensive source of time deposit funding available for our institution. Time deposits under $100,000 increased $4.3 million in 2008, due in part to the opening of our Grosse Pointe Woods branch, which opened in June of 2008. Noninterest bearing deposits, primarily business related checking accounts, increased $2.5 million, or 7.9%, at December 31, 2008 compared to December 31, 2007. This was primarily the result of an increased drive for core deposits and overall commercial lending growth. The competitive rate environment amongst local financial institutions has made the Corporation decide in some cases not to raise the interest rate on the deposit product at the time frequency or level to match or exceed interest rates given by local financial institutions. The Corporation continues to see competitive deposit rates offered by local financial institutions within the geographic proximity of the Bank, which could have the affect of increasing the cost of funds to a level higher than management projects. While the Bank will continue its focus on generating local deposits, it will continue to use Federal Home Loan Bank (“FHLB”) advances and brokered certificates of deposit to fund asset growth as a viable alternative to local deposits 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 premium interest rates. However, the local competition for certificates of deposit products has continued to be strong and the Bank has found the wholesale funding strategy to often effectively compete with the rates offered for similar term retail certificates of deposit products of local community and regional banks.
The following table shows the balance of specific deposit categories and the percentage of each category compared to total deposits.
| | | | | | | | | | | | | | | | |
| | December 31, 2008 | | | December 31, 2007 | |
| | Balance | | | Percentage | | | Balance | | | Percentage | |
| | (Dollars in thousands) | |
Noninterest bearing demand | | $ | 34,169 | | | | 9.56 | % | | $ | 31,647 | | | | 9.60 | % |
NOW accounts-interest bearing checking | | | 13,670 | | | | 3.83 | % | | | 14,907 | | | | 4.50 | % |
Money Market | | | 24,484 | | | | 6.85 | % | | | 38,560 | | | | 11.70 | % |
Savings | | | 8,585 | | | | 2.40 | % | | | 9,326 | | | | 2.80 | % |
Time deposits under $100,000 | | | 43,685 | | | | 12.22 | % | | | 39,395 | | | | 12.00 | % |
Time deposits $100,000 and over | | | 232,783 | | | | 65.14 | % | | | 194,800 | | | | 59.40 | % |
| | | | | | | | | | | | |
|
Total deposits | | $ | 357,376 | | | | 100.00 | % | | $ | 328,635 | | | | 100.00 | % |
| | | | | | | | | | | | |
Short-term borrowings increased $8.4 million to $45.9 million at December 31, 2008 from December 31, 2007, due primarily to an increase in repurchase agreements which are based on the seasonal need for funds to the commercial and municipal customers who utilize the repurchase agreement product and may vary in total size dependent upon those customers’ needs. At December 31, 2008, short-term FHLB advances totaled $25.5 million and short-term repurchase agreements totaled $20.4 million. The weighted average interest rate paid on short-term borrowings at December 31, 2008 was 2.66%.
50
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
In June 2001, the Corporation started to borrow long-term advances from the FHLB to fund fixed rate investments, as part of its efforts to manage the interest rate risk associated with certain fixed rate commercial mortgage loans and investment securities. These advances are secured under a blanket security agreement by first mortgage loans and the pledging of certain securities. At December 31, 2008, FHLB advances were comprised of $25.5 million in short-term advances with a weighted average interest rate of 3.50% and long-term advances of $82.7 million with a weighted average interest rate of 4.43%. The aggregate weighted average interest rate of all FHLB advances was 4.21% with a weighted average remaining maturity of 4.1 years as of December 31, 2008. Long-term advances comprised 25 advances maturing from January 2010 to June 2016.
Stockholders’ Equity
Stockholder’s equity was $34.4 million as of December 31, 2008, which was an increase of $1.2 million from December 31, 2007. The increase in stockholder’s equity was primarily attributable to the sale of $3.1 million of noncumulative convertible perpetual preferred stock and an increase in other comprehensive income $339,000. The net loss of $1.96 million for 2008, coupled with a cash dividend declared early in 2008, partially offset the increases in equity from the preferred stock issuance and comprehensive income.
51
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net Interest Income
The following table shows the dollar amount of changes in net interest income for each major category of interest-earning asset and interest-bearing liability, and the amount of change attributable to changes in average balances (volume) or average rates for the periods shown. Variances that are jointly attributable to both volume and rate changes have been allocated to the volume component.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended | | | Year Ended | |
| | December 31, 2008 vs. 2007 | | | December 31, 2007 vs. 2006 | |
| | 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 | | $ | (2,264 | ) | | $ | 1,486 | | | $ | (3,750 | ) | | $ | 1,172 | | | $ | 731 | | | $ | 441 | |
Securities | | | (24 | ) | | | 72 | | | | (96 | ) | | | (24 | ) | | | (100 | ) | | | 76 | |
Federal funds sold | | | (215 | ) | | | 93 | | | | (308 | ) | | | 302 | | | | 305 | | | | (3 | ) |
| | | | | | | | | | | | | | |
|
Total | | | (2,503 | ) | | | 1,651 | | | | (4,154 | ) | | | 1,450 | | | | 936 | | | | 514 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Deposits and Borrowed Funds — Interest Expense | | | | | | | | | | | | | | | | | | | | |
NOW and money market accounts | | | (1,590 | ) | | | (249 | ) | | | (1,341 | ) | | | 1,159 | | | | 791 | | | | 368 | |
Savings deposits | | | (82 | ) | | | 25 | | | | (107 | ) | | | 9 | | | | (11 | ) | | | 20 | |
Time deposits | | | (354 | ) | | | 1,009 | | | | (1,363 | ) | | | (616 | ) | | | (1,671 | ) | | | 1,055 | |
FHLB advances and repurchase agreements | | | 1,057 | | | | 1,127 | | | | (70 | ) | | | 603 | | | | 667 | | | | (64 | ) |
Capitalized lease obligation and ESOP loan | | | (5 | ) | | | (3 | ) | | | (2 | ) | | | (4 | ) | | | (5 | ) | | | 1 | |
Subordinated debentures | | | (714 | ) | | | (113 | ) | | | (601 | ) | | | 692 | | | | 820 | | | | (128 | ) |
| | | | | | | | | | | | | | | | | | |
Total | | | (1,688 | ) | | | 1,796 | | | | (3,484 | ) | | | 1,843 | | | | 591 | | | | 1,252 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net Interest Income | | $ | (815 | ) | | $ | (145 | ) | | $ | (670 | ) | | $ | (393 | ) | | $ | 345 | | | $ | (738 | ) |
| | | | | | | | | | | | | | | | | | |
Net interest income was $11.4 million for the year ended December 31, 2008, a decrease of $815,000, or 6.7%, compared to the year ended December 31, 2007. Net interest margin, as measured on a tax equivalent basis, was 2.30% for 2008 compared with 2.68% in 2007. The decrease in net interest margin was primarily the result of a higher level of nonaccruing loans in 2008 compared to 2007. The reversal of interest and forgone interest totaled approximately $1.7 million and affected the net interest margin negatively by 34 basis points or approximately 90% of the decrease in net interest margin.
Interest income decreased $2.5 million, or 7.6%, to $30.4 million for the year ended December 31, 2008, compared to $32.9 million for the year ended December 31, 2007. The decrease in interest income was attributable primarily to a decrease in market interest rates, with the largest decrease attributable to the decline in loan yields due to the historic drop in short-term interest rates instituted by the Federal Reserve Bank in 2008. Also affecting the decline in interest income from total loans was the higher overall level of nonperforming assets during 2008 compared to 2007, since loans classified as nonaccrual do not accrue interest income. The slight decrease in interest income from securities for the same time period was caused by decreases in short-term interest rates and resulting reinvestment of the security portfolio runoff at lower market rates. Partially offsetting this decrease was an overall average increase in the security portfolio volume from 2007 to 2008. Interest expense decreased $1.7 million, or 8.1%, to $19.0 million for the year ended December 31, 2008, compared to $20.7 million for the year ended December 31, 2007. The decrease in interest expense from 2008 compared to 2007 was due to the large and historic drop in market interest rates during 2008, with every category of interest-bearing liabilities posting a decline in interest expense, except for the category of FHLB borrowings which increased solely due to volume levels.
52
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Net interest income was $12.2 million for the year ended December 31, 2007, a decrease of $393,000, or 3.1%, over the year ended December 31, 2006. Net interest margin, as measured on a tax equivalent basis, was 2.68% for 2007 compared with 2.83% in 2006. The decrease in net interest margin was primarily the result of higher deposit funding costs in a highly competitive deposit pricing environment. During 2007, the decrease in lower yielding core deposit accounts was one of the primary drivers of net interest margin compression. Additionally, the flat yield curve produced an interest rate environment that resulted in lower incremental interest rate spreads on new loan and investment growth.
Interest income increased $1.5 million, or 4.6%, to $32.9 million for the year ended December 31, 2007, compared to $31.5 million for the year ended December 31, 2006. The increase in interest income for 2007 was attributable to both an increase in loan volume and in the higher overall yield earned on loans as a result of an increase in market interest rates. The slight decrease in interest income from securities for the same time period was primarily attributable to a decrease in volume, partially offset by an increase in income from an increase in the aggregate yield of the security portfolio resulting from maturities and restructuring.
Interest expense increased $1.8 million, or 9.8%, to $20.7 million for the year ended December 31, 2007, compared to $18.9 million for the year ended December 31, 2006. The increase in interest expense from 2007 compared to 2006 was largely due to interest expense on NOW and money market accounts, and borrowings, including subordinated debentures, primarily related to volume. The increase in interest expense from the subordinated debentures was due to the Corporation’s issuance of an additional $18.0 million of subordinated debentures in February 2007 and the overall rate paid on the outstanding debentures during the year. In June of 2007, the Corporation redeemed $10.0 million of previously issued subordinated debentures bearing a higher interest rate than the newly issued debentures, which will help reduce the cost of funds moving forward. Interest expense associated with time deposits decreased $616,000 in 2007 compared to 2006 as a result of volume.
The average yield on earning assets for 2008 was 5.97% compared to 6.84% in 2007. The average yield on the total loan portfolio, which contains both loans held for sale and investment for 2008 was 6.45% compared to 7.45% in 2007. At the end of 2008, the Community Central Bank prime rate stood at 5.0%. The Corporation did not move in tandem with the Federal funds rate movement during every rate decrease. The overnight Federal funds rate started 2008 at 4.25% moving to almost zero at the end of 2008. The commercial, commercial real estate and home equity line loan portfolios that reprice with prime interest rate changes totaled approximately $133.0 million and were the primary driver for the decrease in total loan yield during 2008. The Corporation’s security portfolio had an average non-tax adjusted yield of 4.57% during 2008. The yield was slightly lower than the average yield recorded. At December 31, 2008, $10.4 million of the total investment portfolio was variable rate.
The average rate paid on interest-bearing liabilities in 2008 was 4.07% compared to 4.72% in 2007. The decrease in the average rate was due to the lower overall rate paid on interest-bearing liabilities which was consistent with the decrease in overall market interest rates. The decrease in the average yield for NOW and money market accounts for 2008 was primarily attributable to the indexed money market account, with an average yield of 1.56% in 2008 versus 3.66% in 2007. The average yield paid on savings also decreased, moving to 1.64% in 2008, from 2.50% in 2007 as a result of the introduction of a high balance savings product. The average yield on time deposits decreased due to the decrease in market rates and the repricing characteristics of this deposit category. The yield on the total time deposit portfolio decreased to 4.49% in 2008 from 5.09% in 2007. The yield on FHLB advances and repurchase agreements decreased to 4.23% in 2008 from 4.29% in 2007 due to the repricing of variable advances and the decrease in the interest rate paid on retail repurchase agreements. This was partially offset by an increase in the reset rate of the wholesale structured repurchase agreements totaling $19.0 million. The average rate paid on the subordinated debenture decreased in 2008 to 5.83% from 7.76%, reflecting the effects of the interest rate swap which reduced the overall cost of funds on this instrument. The interest rate swap lowered the cost of funds as short-term interest rates continued to decrease in 2008.
The average yield on earning assets for 2007 was 6.84% compared to 6.74% in 2006. The average yield on the total loan portfolio, which contains both loans held for sale and investment for 2007 was 7.45% compared to 7.33% in 2006. At the end of 2007, the Community Central Bank prime rate stood at 7.25%. During the fourth quarter of 2007, the Federal Open Market Committee of the Federal Reserve lowered the overnight Federal funds
53
rate from 5.25%, where it had started at the beginning of 2007, to 4.25% at the end of 2007, or a 1% reduction, which did not have a material affect on the yield for the total year. The commercial, commercial real estate and home equity line loan portfolios that reprice with prime interest rate changes totaled approximately $142.0 million and were the primary driver for the increase in total loan yield during 2007. The Corporation’s security portfolio had an average non-tax adjusted yield of 4.67% during 2007, although yield climbed through 2007, with the ending weighted average taxable equivalent yield to maturity at December 31, 2007 totaling 5.50%. At December 31, 2007, $8.7 million of the total investment portfolio was variable rate.
The average rate paid on interest-bearing liabilities in 2007 was 4.72% compared to 4.45% in 2006. The increase in the average rate was due to the overall rate paid on interest-bearing liabilities due to the increase in overall market interest rates. The increase in the average yield for NOW and money market accounts for 2007 was primarily attributable to the introduction of a premium rate based money market account, with an average yield of 3.66% in 2007 versus 2.79% in 2006. The average yield paid on savings also increased slightly, moving to 2.50% in 2007 from 2.34% in 2006, as a result of the introduction of a high balance savings product. The average yield on time deposits increased due to the increase in market rates and the repricing characteristics of this deposit category. The yield on the total time deposit portfolio increased to 5.09% in 2007 from 4.68% in 2006. The yield on FHLB advances and repurchase agreements decreased to 4.29% in 2007 from 4.35% in 2006 due to the repricing of variable advances and the decrease in the interest rate paid on repurchase agreements from the addition of wholesale structured repurchase agreements totaling $19.0 million in balances. The average rate paid on the subordinated debenture decreased in 2007 to 7.76% from 9.00%, reflecting the Corporation’s issuance of $18.0 million of subordinated debenture with an overall lower interest rate of 6.71% compared to the redemption in June of the Corporation’s subordinated debt which averaged 9.00% in 2006.
54
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table shows the Corporation’s consolidated average balances of assets, liabilities, and equity. The table also details the amount of interest income or interest expense and the average yield or rate for each category of interest-earning asset or interest-bearing liability, and the net interest margin for the periods indicated. The average balance of securities represents amortized cost. Nonaccruing loans are included in the average loans outstanding with no yield associated with them.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | | 2007 | | | 2006 | |
| | | | | | | | | | Average | | | | | | | | | | | Average | | | | | | | | | | | Average | |
| | | | | | Interest | | | Rate | | | | | | | Interest | | | Rate | | | | | | | Interest | | | Rate | |
| | Average | | | Income/ | | | Earned/ | | | Average | | | Income/ | | | Earned/ | | | Average | | | Income/ | | | Earned/ | |
| | Balance | | | Expense | | | Paid | | | Balance | | | Expense | | | Paid | | | Balance | | | Expense | | | Paid | |
| | (In thousands) | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 397,600 | | | $ | 25,640 | | | | 6.45 | % | | $ | 374,502 | | | $ | 27,904 | | | | 7.45 | % | | $ | 364,593 | | | $ | 26,732 | | | | 7.33 | % |
Securities | | | 96,226 | | | | 4,396 | | | | 4.57 | % | | | 94,669 | | | | 4,420 | | | | 4.67 | % | | | 96,720 | | | | 4,444 | | | | 4.59 | % |
Federal funds sold | | | 16,597 | | | | 386 | | | | 2.44 | % | | | 12,003 | | | | 601 | | | | 5.01 | % | | | 5,906 | | | | 299 | | | | 5.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Earning Assets / | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Interest Income / | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Average Yield | | | 510,423 | | | | 30,422 | | | | 5.97 | % | | | 481,174 | | | | 32,925 | | | | 6.84 | % | | | 467,219 | | | | 31,475 | | | | 6.74 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | | 7,822 | | | | | | | | | | | | 7,173 | | | | | | | | | | | | 7,308 | | | | | | | | | |
All other assets | | | 24,986 | | | | | | | | | | | | 23,523 | | | | | | | | | | | | 22,661 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | $ | 543,231 | | | | | | | | | | | $ | 511,870 | | | | | | | | | | | $ | 497,188 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities & Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOW and money market accounts | | $ | 47,852 | | | | 745 | | | | 1.56 | % | | $ | 63,773 | | | | 2,335 | | | | 3.66 | % | | $ | 42,210 | | | | 1,176 | | | | 2.79 | % |
Savings deposits | | | 13,804 | | | | 226 | | | | 1.64 | % | | | 12,321 | | | | 308 | | | | 2.50 | % | | | 12,761 | | | | 299 | | | | 2.34 | % |
Time deposits | | | 248,314 | | | | 11,141 | | | | 4.49 | % | | | 225,934 | | | | 11,495 | | | | 5.09 | % | | | 258,664 | | | | 12,111 | | | | 4.68 | % |
FHLB advances and repurchase agreements | | | 142,512 | | | | 6,028 | | | | 4.23 | % | | | 115,962 | | | | 4,971 | | | | 4.29 | % | | | 100,494 | | | | 4,368 | | | | 4.35 | % |
ESOP Loan | | | 15 | | | | 1 | | | | 5.33 | % | | | 67 | | | | 6 | | | | 8.96 | % | | | 121 | | | | 10 | | | | 8.26 | % |
Subordinated debentures | | | 15,528 | | | | 906 | | | | 5.83 | % | | | 20,880 | | | | 1,620 | | | | 7.76 | % | | | 10,310 | | | | 928 | | | | 9.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Interest Bearing Liabilities/ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Interest Expense / Average | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Spread | | | 468,025 | | | | 19,047 | | | | 4.07 | % | | | 438,937 | | | | 20,735 | | | | 4.72 | % | | | 424,560 | | | | 18,892 | | | | 4.45 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Noninterest bearing deposits | | | 37,470 | | | | | | | | | | | | 34,594 | | | | | | | | | | | | 34,064 | | | | | | | | | |
All other liabilities | | | 4,176 | | | | | | | | | | | | 3,234 | | | | | | | | | | | | 2,540 | | | | | | | | | |
Stockholders’ equity | | | 33,560 | | | | | | | | | | | | 35,105 | | | | | | | | | | | | 36,024 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities & Equity | | $ | 543,231 | | | | | | | | | | | $ | 511,870 | | | | | | | | | | | $ | 497,188 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Interest Income | | | | | | $ | 11,375 | | | | | | | | | | | $ | 12,190 | | | | | | | | | | | $ | 12,583 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Interest Rate Spread | | | | | | | | | | | 1.90 | % | | | | | | | | | | | 2.12 | % | | | | | | | | | | | 2.29 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Interest Margin (Net Interest Income / | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Earning Assets) | | | | | | | | | | | 2.23 | % | | | | | | | | | | | 2.53 | % | | | | | | | | | | | 2.69 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Taxable equivalent | | | | | | | | | | | 2.30 | % | | | | | | | | | | | 2.68 | % | | | | | | | | | | | 2.83 | % |
55
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Provision for Credit Losses
The provision for credit losses for the year ended December 31, 2008 was $9.5 million, an increase of $5.9 million from 2007. The increase in the provision was due primarily to impairment on residential builder / developer loans and the continued economic softening of southeastern Michigan. The provision for credit losses for the year ended December 31, 2007 was $3.6 million, an increase of $3.1 million from 2006. See Management’s Discussion and Analysis of Financial Condition and Results of Operations- Assets for a more detailed discussion.
Noninterest Income
Noninterest income was $11.5 million for 2008, an increase of $5.8 million, or 101.2%, from 2007. The increase was primarily related to a net change in the fair value of financial assets and liabilities as measured under the “Fair Value Option for Financial Assets and Liabilities” (SFAS) 159, which totaled $7.5 million on a pretax basis and $5.0 million after tax. The Corporation issued an $18.0 million subordinated debenture in February 2007, and this instrument was chosen for fair value accounting treatment as part of the early adoption of the new accounting standard, which led to the increase in income. The dramatic widening of market credit spreads experienced during 2008 increased the relative fair value of this financial liability dramatically. The Corporation hedges itself from changes in interest rates with an interest rate swap which is also accounted for under SFAS 159. The hedge does not cover changes in credit spreads, which typically occur over much longer periods of time then we are currently experiencing. The interest rate swap had a net favorable change in fair value during 2008 of $2.9 million dollars and an overall fair value of a positive $3.5 million at December 31, 2008. In the first quarter of 2009, the Corporation elected to unwind the interest rate swap position with the counterparty which resulted in realizing a $3.3 million gain representing substantially all of the unrealized gains that had been recorded as noninterest income, under SFAS 159 through December 31, 2008. Management continues to closely monitor changes in credit spreads which are not easily predictable and may cause adverse changes in the fair value of this instrument and a possible loss of income in the future.
Fiduciary income of $370,000 decreased $67,000, or 15.3%, during 2008 compared to 2007 from overall declines in the assessable fee based market values of trust assets. The decline in market values of trust assets followed the general trends in the overall equity market experienced in 2008. Deposit service charge income of $488,000 during 2008 increased $69,000, or 16.5%, from 2007 primarily from increased service charge fees and a broadened branch base. Income from gains on the sale of residential mortgages of $1.6 million decreased $803,000 from 2007, or 34.0%, and was reflective of the decline in home sales experienced in the Midwest region. Other income of $1.3 million increased $123,000, or 10.7%, from 2007, due to an increase in several areas of noninterest income, including the net change from the increase in the cash surrender of Bank Owned Life Insurance of $110,000. Net realized gains from the sale of securities were $214,000 for 2008 and were attributable to restructuring activities in the available for sale security portfolio.
Noninterest income for 2007 was $5.7 million, an increase of $757,000, or 13.3%, from 2006. This increase was primarily attributable to the net change in the fair value of financial assets and liabilities as measured under the “Fair Value Option for Financial Assets and Liabilities” (SFAS) 159, which totaled $1.4 million on a pretax basis or $919,000 after tax. The Corporation issued an $18.0 million subordinated debenture in February 2007, and this instrument was chosen for fair value accounting treatment as part of the early adoption of the new accounting standard which led to the increase in income. The dramatic widening of market credit spreads experienced in the third quarter of 2007 increased the relative fair value of this financial liability dramatically. The Corporation hedges and protects itself from changes in interest rates with an interest rate swap which is also accounted for under SFAS 159. The hedge does not cover changes in credit spreads, which typically occur over much longer periods of time then we are currently experiencing. Changes in credit spreads are not easily predictable and changes in credit spreads may cause adverse changes in the fair value of this instrument and a possible loss of income in the future.
56
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Income from gains on the sale of residential mortgages of $2.4 million during 2007, decreased $1.0 million from 2006, or 29.9%, and was reflective of the decline in home sales experienced in the Midwest region. Wealth and Trust Management income, which includes fiduciary income and fees and commission on wealth management, totaled $686,000 in 2007 versus $328,000 in 2006, or an increase of 109%. Deposit service charge income of $419,000, increased $62,000, or 17.4%, from 2006 primarily from increased service charge fees and a broadened branch base. Net realized losses from the sale of securities were $74,000 for 2007 and were attributable to restructuring activities in the available for sale security portfolio.
Noninterest Expense
Noninterest expense was $16.7 million for 2008, an increase of 20.7% or $2.9 million from 2007 as a result of an increase in other operating expenses. Other operating expense of $7.3 million increased $3.2 million, or 76.4%, during 2008. The largest increases in this category occurred in expenses associated with maintaining the other real estate owned properties of $2.1 million and an impairment loss of $743,000 relating to the write-down of the goodwill associated with our North Oakland Community Bank acquisition in 2003. Other areas of noninterest expense which increased in 2008 over 2007 included increases in the FDIC insurance premium and legal costs related to the workout of loans. For 2008, the Corporation’s FDIC insurance assessment was $410,000, compared to $283,000 for 2007. For 2009, we expect our FDIC insurance assessment to be approximately $1.1 million. The increase in our expected FDIC assessment in 2009 is the result of higher assessment rates, along with our participation in new programs. Legal expense in 2008 from nonperforming loan workouts was approximately $414,000 which represents an increase of $176,000 or 73.9%, compared to the related legal expense on loan workouts for 2007 of $238,000. Salaries, benefits and payroll taxes of $7.6 million declined $326,000, or 4.1%, from 2007. This was attributable to reductions in staffing levels within the mortgage company subsidiary, coupled with an overall reduction in mortgage company origination commissions as the result of lower mortgage origination volumes. No bonuses have been paid or accrued for the named executive officers for 2008 and 2007.
Noninterest expense was $13.9 million for 2007, a decrease of 4.5%, or $656,000, from 2006. Salaries, benefits and payroll taxes of $7.9 million represented the largest decline in noninterest expense, declining $807,000, or 9.9%, from 2006. This was attributable to reductions in staffing levels within the mortgage company subsidiary, coupled with an overall reduction in mortgage company origination commissions as the result of lower mortgage origination volumes. Included in total salaries, benefits and payroll taxes was a $108,000 net charge recorded in the third quarter of 2007 for severance costs related to the departure of the Bank’s former President, Ronald Reed. Mr. Reed’s responsibilities were assumed by Mr. Widlak, the Corporation’s Chief Executive Officer. Premises and fixed asset expense of $1.8 million during 2007 decreased $59,000, or 3.2%, from the prior period. The decrease in premises and fixed asset expense was attributable to a reduction in mortgage loan production offices in 2007 as the mortgage subsidiary significantly downsized operations to parallel the local and national decrease in mortgage origination activity. The decreases in lease expense and other costs associated with loan production offices were partially offset by increases in utility costs on operating branch facilities. Other operating expense of $4.2 million increased $273,000, or 7.0%, during 2007. The largest increases in this category occurred in data processing costs of $625,000 which increased $76,000, primarily as a result of increased compliance with regulatory requirements and safeguards to customer information. FDIC insurance expense of $283,000 increased $242,000 from the change in the assessment period and calculation of assessment compared to 2006. This was the largest increase in other operating expense and represents the majority of the increase.
Income Taxes
We had a federal income tax benefit of $1.4 million for 2008 compared to a federal income tax benefit of $295,000 in 2007. The change in tax benefit was primarily attributable to a pretax loss recorded in 2008 from credit losses primarily in the form of a large loan loss provision in 2008 over 2007. Permanent differences in taxable income arising from tax exempt income related to investments in qualified tax exempt securities and in bank owned life insurance (BOLI) also reduced the overall tax accrual in 2008. The increase in cash surrender value of BOLI is exempt from federal income tax. The level of qualified tax exempt securities was greatly reduced in 2008 as the Corporation’s need for tax exempt income diminished.
57
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We had a federal income tax benefit of $295,000 for 2007 compared to a federal income tax expense of $363,000 in 2006. The change was primarily attributable to a lower level of pretax income, primarily from the large loan loss provision in 2007 over 2006, coupled with a permanent difference arising from tax exempt income due to investments in bank qualified tax exempt securities and the Bank’s ownership in bank owned life insurance (BOLI). The increase in cash surrender value of BOLI is exempt from federal income tax.
Liquidity and Capital Resources; Asset/Liability Management
Liquidity allows the Bank to provide funds to meet loan requests, to accommodate possible outflows of deposits, and to take advantage of other investment opportunities. Funding of loan requests providing for liability outflows and managing interest rate margins requires continuous analysis to attempt to match the maturities and repricing of specific categories of loans and investments with specific types of deposits and borrowings. Bank liquidity depends upon the mix of the banking institution’s potential sources and uses of funds. The major sources of liquidity for the Bank have been deposit growth, Federal funds sold, unpledged securities with market values above book, loans and securities which mature within one year, and sales of residential mortgage loans. Additional liquidity is provided by a $150.0 million secured line of credit with the FHLB. Large deposit balances which might fluctuate in response to interest rate changes are closely monitored. These deposits consist mainly of jumbo certificates of deposit. We anticipate that we will have sufficient funds available to meet our future commitments. As of December 31, 2008, unused commitments comprised $70.1 million. The Bank has $172.5 million in time deposits coming due within twelve months from December 31, 2008, which includes $106.0 million of brokered deposits. The Bank will continue to use brokered certificates and other wholesale funding sources for replacement sources of matured funds. Additionally, at December 31, 2008, municipal time deposits and Internet time deposits were $6.0 million and $1.1 million, respectively. Municipal time deposits typically have maturities less than three months.
The largest uses and sources of cash and cash equivalents for the Corporation for the year ended December 31, 2008, as noted in the Consolidated Statement of Cash Flow, were centered primarily on the uses of cash in investing activities and the net cash provided by financing activities. The use of cash in investing activities was largely due to the increase in loans of $31.6 million, with the remaining use of funds attributable to a net increase in available for sale and held to maturity investment portfolios. Somewhat offsetting the use of cash in investing activities, was cash provided from financing activities which included net increases from time deposits of $42.3 million and increases in short-term borrowings, consisting of retail repurchase sweep agreements, of $6.7 million. The issuance of preferred stock provided $3.1 million from financing activities. Partially offsetting the increases in net cash provided from financing activities was the decrease in demand and savings deposits, which included money market accounts of $13.5 million. The net cash provided in operating activities was $10.7 million. Total cash and cash equivalents at the end of December 31, 2008 was $16.2 million, an increase of $7.0 million from December 31, 2007.
58
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements:As of December 31, 2008, we have not participated in any material unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special entities. The Corporation does have significant commitments to fund loans in the ordinary course of business. These commitments and resulting off-balance sheet risk are further discussed in Note 18 of the Corporation’s Consolidated Financial Statements.
Contractual Obligations:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Payments Due by Period |
| | | | | | | | | | Less than | | 1-3 | | 3-5 | | More than |
| | | | | | Total | | 1 Year | | Years | | Years | | 5 Years |
| | | | | | (In thousands) |
Long term debt | | | (1 | ) | | $ | 18,557 | | | $ | — | | | $ | — | | | $ | — | | | $ | 18,557 | |
Capital lease obligations | | | | | | | — | | | | — | | | | — | | | | — | | | | — | |
Operating leases | | | (2 | ) | | | 1,333 | | | | 250 | | | | 383 | | | | 289 | | | | 411 | |
Other contractual obligations | | | (3 | ) | | | 2,640 | | | | 480 | | | | 960 | | | | 960 | | | | 240 | |
| | |
(1) | | $18.6 million of subordinated debentures (see Note 11 to the Consolidated Financial Statements). |
|
(2) | | See Note 14 to the Consolidated Financial Statements.
|
|
(3) | | Remaining contract with core processing provider for IT services. |
Quantitative and Qualitative Disclosure about Market Risk
The Corporation’s Asset Liability Committee (“ALCO”) meets periodically. Some of the major areas of focus of the ALCO incorporate the following overview functions: review the interest rate risk sensitivity of the Bank to measure the impact of changing interest rates on the Bank’s net interest income, review the liquidity position through various measurements, review current and projected economic conditions and the corresponding impact on the Bank, ensure that capital and adequacy of the allowance for loan losses are maintained at proper levels to sustain growth, monitor the investment portfolio, recommend policies and strategies to the Board that incorporate a better balance of our interest rate risk, liquidity, balance sheet mix and yield management, and review the current balance sheet mix and proactively determine the future product mix.
The Corporation currently utilizes two quantitative tools to measure and monitor interest rate risk: static gap analysis and net interest income simulation modeling. Each of these interest rate risk measurements has limitations, but management believes when these tools are evaluated together, they provide a balanced view of the exposure the Corporation has to interest rate risk.
Interest sensitivity gap analysis measures the difference between the assets and liabilities repricing or maturing within specific time periods. An asset-sensitive position indicates that there are more rate-sensitive assets than rate-sensitive liabilities repricing or maturing within specific time periods, which would generally imply a favorable impact on net interest income in periods of rising interest rates and a negative impact in periods of falling rates. A liability-sensitive position would generally imply a negative impact on net interest income in periods of rising rates and a positive impact in periods of falling rates.
Gap analysis has limitations because it cannot measure precisely the effect of interest rate movements and competitive pressures on the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. In addition, a significant portion of our adjustable rate assets have limits on their minimum and maximum yield, whereas most of our interest-bearing liabilities are not subject to these limitations. As a result, certain assets and liabilities indicated as repricing within a stated period may in fact reprice at different times and at different volumes, and certain adjustable rate assets may reach their yield limits and not reprice.
59
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table presents an analysis of our interest-sensitivity gap position at December 31, 2008. All interest-earning assets and interest-bearing liabilities are shown based on the earlier of their contractual maturity or repricing date adjusted by forecasted prepayment and decay rates, our historical experience, and the repricing and prepayment characteristics of portfolios acquired through acquisition.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | After Three | | | After One | | | | | | | |
| | Within | | | Months But | | | Year But | | | After | | | | |
| | Three | | | Within | | | Within | | | Five | | | | |
| | Months | | | One Year | | | Five Years | | | Years | | | Total | |
| | (In thousands) | |
Interest-earning assets | | | | | | | | | | | | | | | | | | | | |
Federal funds sold | | $ | 7,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 7,000 | |
Securities, at amortized cost | | | 32,040 | | | | 12,474 | | | | 26,033 | | | | 25,384 | | | | 95,931 | |
FHLB stock | | | — | | | | 5,877 | | | | — | | | | — | | | | 5,877 | |
Loans (including held for sale) | | | 133,477 | | | | 51,236 | | | | 176,920 | | | | 48,786 | | | | 410,419 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Total | | | 172,517 | | | | 69,587 | | | | 202,953 | | | | 74,170 | | | $ | 519,227 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Interest bearing liabilities | | | | | | | | | | | | | | | | | | | | |
NOW and money market accounts | | | 20,407 | | | | 6,003 | | | | 10,520 | | | | 1,224 | | | | 38,154 | |
Savings deposits | | | 515 | | | | 2,232 | | | | 5,838 | | | | — | | | | 8,585 | |
Jumbo time deposits | | | 41,378 | | | | 108,075 | | | | 83,330 | | | | — | | | | 232,783 | |
Time deposits < $100,000 | | | 8,564 | | | | 14,564 | | | | 20,557 | | | | — | | | | 43,685 | |
Repurchase agreements | | | 20,394 | | | | 19,000 | | | | — | | | | — | | | | 39,394 | |
FHLB | | | 5,500 | | | | 20,000 | | | | 56,500 | | | | 26,200 | | | | 108,200 | |
Subordinated debentures | | | — | | | | — | | | | — | | | | 18,557 | | | | 18,557 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Total | | | 96,758 | | | | 169,874 | | | | 176,745 | | | | 45,981 | | | $ | 489,358 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Rate sensitivity gap | | $ | 75,759 | | | $ | (100,287 | ) | | $ | 26,208 | | | $ | 28,189 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cumulative rate sensitivity gap | | | | | | $ | (24,528 | ) | | $ | 1,680 | | | $ | 29,869 | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Rate sensitivity gap ratio | | | 1.78x | | | | 0.41x | | | | 1.15x | | | | 1.61x | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cumulative rate sensitivity gap ratio | | | | | | | 0.91x | | | | 1.00x | | | | 1.06x | | | | | |
The Bank also evaluates interest rate risk using a simulation model. The use of simulation models to assess interest rate risk is an accepted industry practice, and the results of the analysis are useful in assessing the vulnerability of the 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.
60
Community Central Bank Corporation
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 December 31, 2008, 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 shall be to risk no more than 10% of its net interest income in a changing interest rate scenario of +/- 200 basis points over a one-year simulation period. Furthermore, no more than 15% of net interest income can be projected at risk in a scenario of +/- 300 basis points over a one-year simulation period.
| | | | |
| | Percentage Change |
Interest Rate Scenario | | In Net Interest Income |
Interest rates up 300 basis points | | | (10.76 | %) |
Interest rates up 200 basis points | | | (6.08 | %) |
Interest rates up 100 basis points | | | (2.68 | %) |
Base Case | | — |
Interest rates down 100 basis points | | | 4.47 | % |
Interest rates down 200 basis points | | | 7.08 | % |
Interest rates down 300 basis points | | | (2.05 | %) |
61
Community Central Bank Corporation
Stockholder Information
SEC Form 10-K
Copies of the Corporation’s annual report on Form 10-K, as filed with the Securities and Exchange Commission are available to stockholders without charge, upon written request. Please mail your request to Ray T. Colonius; Corporate Treasurer, Community Central Bank Corporation, 120 North Main Street, Mount Clemens, MI 48043.
Stock Information
The common stock of Community Central Bank Corporation trades on The NASDAQ Global Market under the ticker symbol “CCBD.” At December 31, 2008, there were 3,734,781 shares of Community Central Bank Corporation common stock issued and outstanding and approximately 500 shareholders of record.
The following table presents the quarterly range of high and low sales prices of Community Central Bank Corporation common stock for 2008 and 2007, as well as the dividends declared during the stated periods. The price information set forth in the table was reported by The NASDAQ Global Market. Our cash dividend payout policy is continually reviewed by management and the Board of Directors. Dividend payment decisions are made after considering a variety of factors, including earnings, financial condition, market considerations and regulatory restrictions. The Corporation relies significantly upon dividends originating from the Bank to accumulate cash for payment of dividends to our stockholders. Restrictions of dividend payments from the Bank are described in Note 19 of the Notes to Consolidated Statements included in this Annual Report.
| | | | | | | | | | | | |
| | 2008 | |
| | | | | | | | | | Cash | |
| | | | | | | | | | Dividends | |
Quarter | | High | | | Low | | | Declared | |
|
Fourth | | $ | 4.50 | | | $ | 1.38 | | | $ | — | |
Third | | | 4.50 | | | | 2.50 | | | | 0.02 | |
Second | | | 7.18 | | | | 2.74 | | | | 0.02 | |
First | | | 7.94 | | | | 4.56 | | | | 0.06 | |
| | | | | | | | | | | | |
| | 2007 | |
| | | | | | | | | | Cash | |
| | | | | | | | | | Dividends | |
Quarter | | High | | | Low | | | Declared | |
|
Fourth | | $ | 8.99 | | | $ | 6.10 | | | $ | 0.06 | |
Third | | | 9.57 | | | | 7.30 | | | | 0.06 | |
Second | | | 11.35 | | | | 9.00 | | | | 0.06 | |
First | | | 12.25 | | | | 10.25 | | | | 0.06 | |
Price information has been retroactively adjusted to reflect the issuance of stock dividends.
62
Community Central Bank Corporation
Stockholder Information
Primary Market Makers
| | |
Hill, Thompson, Magid & Co., Inc. | | Howe Barnes Hoefer and Arnett Investment, Inc. |
15 Exchange Place | | 222 South Riverside Plaza, 7th Floor |
Jersey City, NJ 07302-3912 | | Chicago, IL 60606 |
| | |
Knight Securities, L.P. | | UBS Capital Markets, L.P. |
545 Washington Blvd. | | 677 Washington Blvd. |
Jersey City, NJ 07310 | | Stamford, CT 06902 |
| | |
RBC Capital Markets, L.P. | | |
655 Metro Place South | | |
Metro Center V – Suite 580 | | |
Dublin, OH 43017 | | |
| | |
Stock Registrar and Transfer Agent | | |
| | |
Computershare Trust Company, N.A. | | |
PO Box 43010 | | |
Providence, RI 02940-3010 | | |
Shareholder Inquiries 1-800-426-5523 | | |
www.computershare.com | | |
| | |
Independent Auditor | | |
| | |
Plante & Moran, PLLC | | |
2601 Cambridge Ct., Suite 500 | | |
Auburn Hills, MI 48326 | | |
| | |
Legal Counsel | | |
| | |
Silver, Freedman & Taff, LLP | | |
3299 K Street, NW, Suite 100 | | |
Washington D.C. 20007 | | |
Information
News media representatives and those seeking additional information about the Corporation should contact Ray T. Colonius, Corporate Treasurer, at (586) 783-4500, or by writing him at 120 North Main Street, Mount Clemens, MI 48043.
Annual Meeting
This year’s annual meeting of stockholders will be held at 9:00 a.m., on Tuesday, May 19, 2009, at Best Western Concorde Inn, 44315 Gratiot Avenue, Clinton Township, MI 48036.
63