UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003 Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
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(Name of small business issuer in its charter)
Michigan 38-3291744
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
100 N. Main Street, Mount Clemens, Michigan 48043-5605
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(Address of principal executive offices and zip code)
(586) 783-4500
(Issuer's telephone number)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act
Common Stock, $5.00 stated value
--------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Issuer's revenue for its most recent fiscal year was $24,835,000
The aggregate market value of voting stock of the registrant held by
nonaffiliates was approximately $27.9 million as of March 24, 2004 based on the
average of the high and low sale price ($13.27) on that date. (For purposes of
this calculation, 617,354 shares beneficially owned by the members of the
Corporation's Board of Directors and Executive Officers have been excluded.) The
exclusion of the member value of the shares owned by these individuals shall not
be deemed an admission by the issuer that such person is an affiliate of the
issuer. As of March 24, 2004, 2,721,875 shares of Common Stock of the issuer
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Part I & Part II Portions of Stockholder Report of the issuer for
the year ended December 31, 2003.
Part III Portions of the Proxy Statement of the issuer for
its April 20, 2004 Annual Meeting.
Transitional Small Business Disclosure Format YES [ ] NO [X]
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This document, including information included or incorporated by
reference, contains, and future filings by Community Central Bank Corporation on
Form 10-QSB and Form 8-K and future oral and written statements by the
Corporation and our management may contain, forward-looking statements about the
Corporation and its subsidiaries which we believe are within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, statements with respect to anticipated
future operating and financial performance, growth opportunities, interest
rates, cost savings and funding advantages expected or anticipated to be
realized by management. Words such as may, could, should, would, believe,
anticipate, estimate, expect, intend, plan and similar expressions are intended
to identify these forward-looking statements. Forward-looking statements by
Community Central Bank Corporation and its management are based on beliefs,
plans, objectives, goals, expectations, anticipations, estimates and intentions
of management and are not guarantees of future performance. We disclaim any
obligation to update or revise any forward-looking statements based on the
occurrence of future events, the receipt of new information, or otherwise. The
important factors we discuss below and elsewhere in this document, as well as
other factors discussed under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in our Stockholder Report
attached to this Form 10-KSB as Exhibit 13 and identified in our filings with
the SEC and those presented elsewhere by our management from time to time, could
cause actual results to differ materially from those indicated by the
forward-looking statements made in this document.
The following factors, many of which are subject to change based on
various other factors beyond our control, could cause our financial performance
to differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward-looking statements:
- The strength of the United States economy in general and the
strength of the local economies in which we conduct our operations;
- The effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Federal Reserve
Board;
- Financial market, monetary and interest rate fluctuations,
particularly the relative relationship of short-term interest rates
to long-term interest rates;
- The timely development of and acceptance of new products and
services of Community Central Bank and the perceived overall value
of these products and services by users, including the features,
pricing and quality compared to competitors' products and services;
- The willingness of users to substitute competitors' products and
services for our products and services;
- The impact of changes in financial services' laws and regulations
(including laws concerning taxes, accounting standards, banking,
securities and insurance);
- The impact of technological changes
- Acquisitions;
- Changes in consumer spending and saving habits; and
- Our success at managing the risks involve in the foregoing.
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
THE CORPORATION
Community Central Bank Corporation (the "Corporation") is a registered
bank holding company under the Bank Holding Company Act of 1956, as amended (the
"Bank Holding Company Act"). As a bank holding company, the Corporation is
subject to regulation by the Federal Reserve Board. The Corporation was
organized on April 26, 1996, under the laws of the State of Michigan, and formed
Community Central Bank (the "Bank") effective September 16, 1996. The
Corporation exists primarily for the purpose of holding all the stock of the
Bank, and of such other subsidiaries as it may acquire or establish.
The expenses of the Corporation have generally been paid using the
proceeds of its two public stock offerings. The Corporation's principal source
of future operating funds is expected to be dividends from the Bank.
THE BANK
The Bank is a state-banking corporation, which operates pursuant to a
charter issued by the State of Michigan. The Bank's deposits are insured to the
maximum extent allowed by the Federal Deposit Insurance Corporation.
The Bank, through its main branch in Mount Clemens, Michigan and its full
service branch in Rochester Hills, Michigan, provides a wide variety of
commercial banking services to individuals, businesses, governmental units, and
other institutions. Its services include accepting time, demand and savings
deposits, including regular checking accounts, NOW and money market accounts,
and certificates of deposit. In addition, the Bank makes secured and unsecured
commercial, construction, mortgage, and consumer loans, and provides safe
deposit facilities. Community Central Mortgage Company, LLC a subsidiary of the
Corporation and Bank, operates locations in Mount Clemens, Warren, Dearborn,
Livonia and Anchorville. The ownership of the Mortgage Company consists of two
members, the Bank and the Corporation owning 99% and 1% of the Mortgage Company,
respectively. The Corporation's common shares trade on the Nasdaq National
Market under the symbol "CCBD."
EFFECT OF GOVERNMENT MONETARY POLICIES
The earnings of the Corporation are affected by domestic economic
conditions and the monetary and fiscal policies of the United States Government,
its agencies, and the Federal Reserve Board. The Federal Reserve Board's
monetary policies have had, and will likely continue to have, an important
impact on the operating results of commercial banks through its power to
implement national monetary policy. Monetary policy is used to, among other
things, attempt to curb inflation or combat a recession. The policies of the
Federal Reserve Board have a major effect upon the levels of bank loans,
investments and deposits through its open market operations in United States
Government securities, and through its regulation of, among other things, the
discount rate on borrowings of member banks and the reserve requirements against
member bank deposits. It is not possible to predict the nature and impact of
future changes in monetary and fiscal policies.
3
REGULATION AND SUPERVISION
Financial institutions and their holding companies are extensively
regulated under federal and state law. Consequently, the growth and earnings
performance of the Corporation and the Bank can be affected not only by
management decisions and general economic conditions, but also by the statutes
administered by, and the regulations and policies of, various governmental
regulatory authorities. Those authorities include, but are not limited to, the
Board of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation (the "FDIC"), the Commissioner of the Financial Institutions Bureau
of the State of Michigan, the Internal Revenue Service, and federal and state
taxing authorities. The effect of such statutes, regulations and policies can be
significant, and cannot be predicted with a high degree of certainty. There can
be no assurance that future legislation or government policy will not adversely
affect the banking industry or the operations of the Bank. Federal economic and
monetary policy may affect the Bank's ability to attract deposits, make loans
and achieve satisfactory interest spreads.
Federal and state laws and regulations generally applicable to financial
institutions and their holding companies regulate, among other things, the scope
of business, investments, reserves against deposits, capital levels relative to
operations, lending activities and practices, the nature and amount of
collateral for loans, the establishment of branches, mergers, consolidations and
dividends. The system of supervision and regulation applicable to the
Corporation and the Bank establishes a comprehensive framework for their
respective operations and is intended primarily for the protection of the FDIC's
deposit insurance funds, the depositors of the Bank, and the public, rather than
shareholders of the Bank or the Corporation.
Federal law and regulations establish supervisory standards applicable to
the lending activities of the Bank including internal controls, credit
underwriting, loan documentation, and loan-to-value ratios for loans secured by
real property. The Bank is in compliance with these requirements.
EMPLOYEES
As of December 31, 2003, the Corporation and its subsidiaries employed 85
persons (full time equivalent).
COMPETITION
All phases of the business of the Bank are highly competitive. The Bank
competes with numerous financial institutions, including other commercial banks,
in the Macomb County and metropolitan Detroit area. The Bank, along with other
commercial banks, competes with respect to its lending activities, and competes
in attracting demand deposits with savings banks, savings and loan associations,
insurance companies, small loan companies, credit unions and with the issuers of
commercial paper and other securities, such as various mutual funds. Many of
these institutions are substantially larger and have greater financial resources
than the Bank.
The competitive factors among financial institutions can be classified
into two categories; competitive rates and competitive services. Interest rates
are widely advertised and thus competitive, especially in the area of time
deposits. From a service standpoint, financial institutions compete against each
other in types and quality of services. The Bank is generally competitive with
other financial institutions in its area with respect to interest rates paid on
time and savings deposits, fees charged on deposit accounts, and interest rates
charged on loans. With respect to services, the Bank offers a customer service
oriented atmosphere which management believes is better suited to its customers'
needs than that which is offered by other institutions in the local market.
4
EARNINGS
Major components of the operating results of the Corporation for 2003
through 1999 are presented in the accompanying table, summary of operations. A
discussion of these results are presented in greater detail in subsequent pages
and exhibits.
Summary of Operations (000's)
2003 2002 2001 2000 1999
-------- -------- -------- -------- --------
Interest income $ 16,420 $ 14,956 $ 15,534 $ 16,680 $ 12,548
Interest expense 7,033 6,533 8,015 8,872 6,472
-------- -------- -------- -------- --------
Net interest income 9,387 8,423 7,519 7,808 6,076
Provision for credit losses 275 755 475 855 851
Non-interest income 8,415 5,511 1,775 564 653
Non-interest expense 14,582 10,541 6,361 5,275 4,332
-------- -------- -------- -------- --------
Income before cumulative effect of
change in accounting principle 2,945 2,638 2,458 2,242 1,546
Provision for income tax expense 840 828 832 818 563
Cumulative effect of change in
accounting principle, net of tax -- -- -- -- (57)
-------- -------- -------- -------- --------
Net income $ 2,105 $ 1,810 $ 1,626 $ 1,424 $ 926
======== ======== ======== ======== ========
Per share data:
Basic earnings $ 0.79 $ 0.69 $ 0.62 $ 0.55 $ 0.35
Diluted earnings $ 0.78 $ 0.68 $ 0.62 $ 0.55 $ 0.35
Dividend declared $ 0.20 $ 0.15 $ -- $ -- $ --
ADDITIONAL DATA
The additional information regarding the Corporation and the Bank,
including consolidated statistical information is presented under the captions
"Consolidated Balance Sheet," "Consolidated Statement of Income," "Consolidated
Statement of Comprehensive Income," "Consolidated Statement of Changes in
Stockholders' Equity," "Consolidated Statement of Cash Flow," "Notes to
Consolidated Financial Statements," "Business Summary" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 1 to 48 of the 2003 Stockholder Report attached to this Form 10-KSB as
Exhibit 13.
5
EXECUTIVE OFFICERS
The following is a list of the executive officers of the Corporation and
the Bank, together with their ages and their positions at December 31, 2003.
Executive officers of the Corporation are elected annually by the Board of
Directors to serve for the ensuing years and until their successors are elected
and qualified.
Name and Position Position Held Since Age
----------------- ------------------- ---
David A. Widlak
Chairman of the Board and CEO 2000 55
Ronald R. Reed 2000 56
President and CEO
Community Central Bank
Dean S. Petitpren
Former President
Community Central Bank Corporation 2001 61
Ray T. Colonius
Corporate Treasurer 1999 46
David A. Widlak previously held the position of President and Chief
Executive Officer of Central Holding Company. Ronald R. Reed previously served
as Vice President of business development at First International Bank from
October 1999 to September 2000. He headed Midwest Business Strategies, Inc. from
May 1998 to October 1999. Prior to that he served with Michigan National Bank
from March 1970 to May 1998 most recently as an area director for small business
banking. Mr. Petitpren has been President of Petitpren, Inc. a wholesaler beer
distributor located in Macomb County from 1961 to present. Ray T. Colonius
previously held a position of C.F.O. with Logicom Telecommunications for one
year prior to his position with the Corporation. Prior to that he served at
Huntington Banks of Michigan for approximately 14 years in various financial
officer positions.
ITEM 2. DESCRIPTION OF PROPERTY
The Bank owns its current main office full service banking branch located
in the downtown business district of Mount Clemens. The Bank also leases the
newly acquired full service banking branch located in Rochester, Michigan. The
lease is for ten years, with a ten year additional renewal. The current
executive offices of the Corporation are currently located in the Mount Clemens
branch. The Bank leases a suite adjacent to the main office location which
serves as a loan production center for the commercial lending and mortgage
banking operations. This lease runs through August 2005. The Bank also owns
property connected to the main office facility known as 120 North Main Street.
In March of 2004, the Bank started construction of a new facility for its
administrative, commercial lending and mortgage banking divisions. The
completion of the new facility is expected by December 2004 with an estimated
cost of $4 million. The Mortgage Company, a subsidiary of the Bank and Holding
Company operates branch mortgage origination offices in Anchorville, Dearborn,
Livonia,Warren and Mount Clemens, Michigan all of which are leases.
6
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Corporation and the Bank may be involved in various
legal proceedings that are incidental to their business. In the opinion of
management, neither the Corporation nor the Bank is a party to any current legal
proceedings that are material to the financial condition of the Corporation or
the Bank, either individually or in the aggregate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information shown under the caption "Stockholder Information" on page
49 of the Stockholder Report filed as Exhibit 13 to this Form 10-KSB, is
incorporated herein by reference. In addition, the "Equity Compensation Plan
Information Table," in the Proxy Statement is incorporated herein by reference.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The information shown under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 40 to 48 of
the Stockholder Report filed as Exhibit 13 to this Form 10-KSB, is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS
The information presented under the captions "Consolidated Balance Sheet,"
"Consolidated Statement of Income," "Consolidated Statement of Comprehensive
Income," "Consolidated Statement of Changes in Stockholders' Equity,"
"Consolidated Statement of Cash Flow," and "Notes to Consolidated Financial
Statements," on pages 1 through 38 of the Stockholder Report filed as Exhibit 13
to this Form 10-KSB, as well as the Independent Auditor's Report of Plante &
Moran, PLLC, dated January 23, 2004, included in the Stockholder Report, are
incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
7
ITEM 8A. CONTROLS AND PROCEDURES
An evaluation of the Corporation's disclosure controls and procedures (as
defined in Section 13a-15(e) of the Securities Exchange Act of 1934 (the
"Exchange Act")) as of December 31, 2003, was carried out under the supervision
and with the participation of the Corporation's Chief Executive Officer,
Principal Financial Officer and several other members of the Corporation's
senior management. The Corporation's Chief Executive Officer and Principal
Financial Officer concluded that the Corporation's disclosure controls and
procedures as currently in effect are effective in ensuring that the information
required to be disclosed by the Corporation in the reports it files or submits
under the Exchange Act is (i) accumulated and communicated to the Corporation's
management (including the Chief Executive Officer and Principal Financial
Officer) in a timely manner, and (ii) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. There
have been no changes in our internal control over financial reporting (as
defined in 13a-15(f) of the Act) that occurred during the quarter ended December
31, 2003, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
The Corporation intends to continually review and evaluate the design and
effectiveness of its disclosure controls and procedures and to improve its
controls and procedures over time and to correct any deficiencies that it may
discover in the future. The goal is to ensure that senior management has timely
access to all material non-financial information concerning the Corporation's
business. While the Corporation believes the present design of its disclosure
controls and procedures is effective to achieve its goal, future events
affecting its business may cause the Corporation to modify its disclosure
controls and procedures.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS
The information listed under the caption "Election of Directors -
Information about Directors and Nominees as Directors" in the Proxy Statement of
the Corporation for its Annual Meeting of Stockholders to be held on April 20,
2004, (the "Proxy Statement"), a copy of which has been filed with the
Securities and Exchange Commission is incorporated herein by reference.
EXECUTIVE OFFICER
Information concerning Executive Officers of the Corporation is contained
under the caption "Executive Officers" in Part I of this Form 10-KSB, and is
incorporated herein by this reference.
CODE OF ETHICS
On February 17, 2004, the Corporation adopted a written Code of Business
Conduct and Ethics based upon the standards set forth under Item 406 of
Regulation S-B of the Securities Exchange Act. The Code of Ethics applies to all
of the Company's directors, officers and employees. A copy of the Corporation's
Code of Business Conduct and Ethics is being filed with the SEC as Exhibit 14 to
this Annual Report on Form 10-KSB.
COMPLIANCE WITH SECTION 16(A)
To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 2003, all Section 16(a) filing
requirements applicable to our officers, directors and 10% beneficial owners
were complied with.
8
ITEM 10. EXECUTIVE COMPENSATION
The information detailed in the last two paragraphs under the caption
"Election of Directors - Board of Directors Meetings and Committees; Director
Compensation," and under the captions "Executive Compensation" in the Proxy
Statement is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information under the caption "Stock Ownership of Certain Beneficial
Owners and Management" and "Equity Compensation Plan Information Table" in the
Proxy Statement is incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Certain Transactions" in the Proxy
Statement is incorporated herein by reference.
9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The exhibits to this report on Form 10-KSB are listed below.
3.1 Articles of Incorporation are incorporated by reference to
exhibit 3.1 of the Corporation's Registration Statement on Form
SB-2 (Commission File No. 333-04113)
3.2 Bylaws of the Corporation are incorporated by reference to
exhibit 3.2 of the Corporation's Registration Statement on Form
SB-2 (Commission File No. 333-04113)
4.1 Specimen stock certificate of Community Central Bank
Corporation is incorporated by reference to exhibit
4.1 of the Corporation's Registration Statement on
Form SB-2 (Commission File No. 333-04113).
10.1 1996 Employee Stock Option Plan is incorporated by reference to
exhibit 10.1 of the Corporation's Registration Statement on Form
SB-2 (Commission File No. 333-04113)
10.2 1996 Stock Option Plan for Nonemployee Directors is incorporated
by reference to exhibit 10.2 of the Corporation's Registration
Statement on Form SB-2 (Commission File No. 333-04113
10.3 1999 Stock Option Plan for Directors is incorporated by reference
to exhibit 10.5 of the Corporation's Annual Report to the SEC on
Form 10-KSB for the year ending December 31, 1999 (Commission
File No. 333-04113)
10.4 2000 Employee Stock Option Plan is incorporated by
reference to exhibit 10.6 of the Corporation's Annual
Report to the SEC on Form 10-KSB for the year ending
December 31, 2000. (Commission File No. 333-04113)
10.5 2002 Incentive Plan is incorporated by reference to exhibit 10.7
of the Corporation's Annual Report to the SEC on Form 10-KSB for
the year ending December 31, 2001. (Commission File No.
333-04113)
10.6 Community Central Bank Supplemental Executive Retirement Plan is
incorporated by reference to exhibit 10.6 of the Corporation's
Form 10-QSB filed with the SEC for the quarter ended June 30,
2003 (Commission File No. 000-3373)
10.7 Community Central Bank Death Benefit Plan is incorporated by
reference to exhibit 10.7 of the Corporation's Form 10-QSB filed
with the SEC for the quarter ended June 30, 2003 (Commission File
No. 000-3373)
11 Computation of Per Share Earnings
13 2003 Stockholder Report (without Notice of Annual Meeting or
Proxy Statement referred to on the cover of the 2003 Stockholder
Report). Except for the portions of the 2003 Stockholder Report
that are expressly incorporated by reference in this Stockholder
Report on Form 10-KSB, the 2003 Annual Report of the Corporation
shall not be deemed filed as a part hereof
14 Code of Ethics
21 List of subsidiaries of the Corporation
23 Consent of Independent Auditor
31.1 Rule 13a - 14(a) Certification (Chief Executive Officer)
31.2 Rule 13a - 14(a) Certification (Chief Financial Officer)
32 Rule 1350 Certifications
(b) Reports on Form 8-K
The Corporation filed a Current Report on Form 8-K with the SEC on October
16, 2003, containing a press release dated October 14, 2003 announcing Community
Central Bank had received regulatory approval of its previously announced
purchase and assumption of North Oakland Community Bank.
10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 29, 2004:
COMMUNITY CENTRAL BANK CORPORATION
/S/ DAVID A. WIDLAK
--------------------------------
David A. Widlak; Chairman and
Chief Executive Officer
(Duly authorized officer)
In accordance with the Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant, and in the
capacities indicated on March 29, 2004:
/S/ GEBRAN S. ANTON /S/ JOSEPH F. JEANNETTE
------------------------------- -------------------------------------------
Gebran S. Anton; Director Joseph F. Jeannette; Director
/S/ DAVID E. BONIOR /S/ DEAN S. PETITPREN
------------------------------- -------------------------------------------
David E. Bonior; Director Dean S. Petitpren; Director
/S/ JOSEPH CATENACCI /S/ RONALD R. REED
------------------------------- -------------------------------------------
Joseph Catenacci; Director Ronald R. Reed; Vice-Chairman and Director
/S/ SALVATORE COTTONE /S/ MICHAEL D. SCHWARTZ
------------------------------- -------------------------------------------
Salvatore Cottone; Director Michael D. Schwartz; Director
/S/ CELESTINA GILES /S/ DAVID A. WIDLAK
------------------------------- -------------------------------------------
Celestina Giles; Director David A. Widlak; Chairman of the Board
and Chief Executive Officer, and Director
(principal executive officer)
/S/ BOBBY L. HILL /S/ RAY T. COLONIUS
------------------------------- -------------------------------------------
Bobby L. Hill; Director Ray T. Colonius, Treasurer
(principal financial and accounting officer)
11
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
11 Computation of Per Share Earnings
13 2003 Stockholder Report (without Notice of Annual Meeting or
Proxy Statement referred to on the cover of the 2003 Stockholder
Report). Except for the portions of the 2003 stockholder Report
that are expressly incorporated by reference in this Stockholder
Report on Form 10-KSB, the 2003 Annual Report of the Corporation
shall not be deemed filed as a part hereof
14 Code of Ethics
21 List of subsidiaries of the Corporation
23 Consent of Independent Auditor
31.1 Rule 13a - 14(a) Certification
31.2 Rule 13a - 14(a) Certification
32 Rule 1350 Certification