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, 2004 Commission File No. 000-33373
COMMUNITY CENTRAL BANK CORPORATION
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(Name of small business issuer in its charter)
Michigan 38-3291744
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(State or other jurisdiction of (IRS Employer Identification No.)
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
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(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
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(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. [ ]
Issuer's revenue for its most recent fiscal year was $26,271,000
The aggregate market value of voting stock of the registrant held by
nonaffiliates was approximately $37.4 million as of March 21, 2005 based on the
average of the high and low sale price ($16.02) on that date. (For purposes of
this calculation, 938,690 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 21, 2005, 3,275,050 shares of Common Stock of the issuer
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I and II - Portions of Stockholder Report of the issuer for the year ended
December 31, 2004.
Part III - Portions of the Proxy Statement of the issuer for its April 19, 2005
Annual Meeting.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
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 are based on management's beliefs, assumptions, current expectations,
estimates and projections about the financial services industry, the economy,
and about the Corporation and Community Central Bank, its wholly-owned operating
subsidiary. 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
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.
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:
- changes in interest rate and interest rate relationships;
- demand for products and services;
- the degree of competition by traditional and non-traditional
competitors;
- changes in financial services's laws and regulations, including laws
concerning banking, securities, insurance, taxes and accounting
standards;
- changes in prices, levies, and assessments;
- the impact of technological advances;
- governmental and regulatory policy changes;
- the outcomes of contingencies;
- trends in customer behavior as well as their ability to repay loans;
- the adequacy of the allowance for loan losses;
- changes in the national and local economy, particularly as related
to the automotive and related industries in the Detroit metropolitan
area; and
such other factors, including risk factors, referred to from time to time in
filings made by the Corporation with the Securities and Exchange Commission.
2
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL. Community Central Bank Corporation (the "Corporation"), a
Michigan corporation, is the holding company for Community Central Bank (the
"Bank") in Mount Clemens, Michigan. The Corporation and Bank opened for business
in October 1996 and serve businesses and consumers across Macomb, Oakland and
St. Clair counties with a full range of lending, deposit, and Internet banking
services. The Bank, a Michigan state chartered bank, operates two full service
facilities, one in Mount Clemens and the other in Rochester Hills, Michigan. The
Corporation and the Bank also own a mortgage company, Community Central Mortgage
Company, LLC, which operates locations in the Detroit metropolitan area.
The Corporation is subject to regulation by the Board of Governors of the
Federal Reserve System. The Bank is subject to extensive regulation by the
Michigan Office of Financial and Insurance Services ("OFIS") and by the Federal
Deposit Insurance Corporation ("FDIC"). The Bank's deposits are insured up to
the applicable limits by the FDIC. (See "-Regulation and Supervision" below.)
The Corporation's common shares trade on the Nasdaq National 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 business and
commercial real estate loans and the interest the Corporation pays on our
interest-bearing liabilities, which are primarily certificates of deposit, money
market and demand deposits. For additional information on our results of
operation, see "Management's Discussion and Analysis and Results of Operations"
contained in the Stockholder Report filed as Exhibit 13 to this document.
During 2004, we continued to grow our balance sheet consistent with a
traditional commercial banking model. We expanded our branching base and assets
and deposits through the acquisition of the Rochester Hills, Michigan location
of a full service branch of North Oakland Community Bank in October 2003. We
expect to continue growth through internal expansion primarily through
commercial banking practices. The primary funding base of this growth is
expected to be customer deposits, although wholesale-based funding sources are
and will continue to be used to supplement growth should increases in loans and
investments outpace deposit generation. Additionally, should the cost of retail
funding exceed wholesale alternatives, wholesale funding sources will be
considered.
On February 14, 2005, the Corporation completed a subscription rights
offering. The Corporation received gross proceeds of approximately $5.4 million
from the offering and will use the proceeds to fund its growth strategy, for
working capital and for general corporate purposes.
On February 15, 2005, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among the Corporation, the Bank, and River Place
Financial Corp., a Michigan-chartered bank ("River Place"), pursuant to which
the Corporation will acquire all of the outstanding equity interests of River
Place. River Place is a private bank wholly owned by the descendants of Julius
Stroh, founder of The Stroh Brewery Company. River Place was established in 1983
to manage the private banking and trust needs of the Stroh family; and trusts
managed by its trust department owned and controlled Stroh Brewery until its
sale in 1999. Since the sale of Stroh Brewery, River Place's trust department
has continued to manage the financial assets of the Stroh family. Consummation
of the transaction is subject to certain conditions, including approval of the
transaction by River Place stockholders and bank regulatory authorities. Closing
of the transaction is expected to occur in the second quarter of 2005. For more
information on the merger, see Note 21 of the Notes to Consolidated Finanical
Statements contained in the Stockholder Report filed as Exhibit 13 to this
document.
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
3
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
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.
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 FDIC,
OFIS, the Securities and Exchange Commission, 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
Corporation or 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.
The Corporation is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and files reports and proxy
statements pursuant to such Act with the Securities and Exchange Commission.
EMPLOYEES. As of December 31, 2004, the Corporation and its subsidiaries
employed 86.5 full-time equivalent employees.
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
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
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, 2004. 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
President of Community Central Bank Corporation 2003 56
CEO of Community Central Bank Corporation 2000
Ronald R. Reed
President and CEO of Community Central Bank 2000 58
Ray T. Colonius
CFO and Corporate Treasurer of 1999 47
Community Central Bank Corporation and
Community Central Bank
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. 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
We own the Bank's current main office, a full service banking branch,
located in the downtown business district of Mount Clemens. The current
executive offices of the Corporation are currently located in the main office.
The Bank leases its full service banking branch located in Rochester, Michigan.
The lease has 10 years remaining on its initial term, with a ten year renewal
option.
The Bank leases a suite in a building adjacent to the main office location
which serves as a loan production center for the commercial lending and mortgage
banking operations. The remaining unexpired portion of the total 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. Upon the completion of the new facility, the Bank
plans to move the commercial lending and a majority of the mortgage banking
operations from the leased location. The new facility is expected to be
completed by April 2005. The mortgage company, a subsidiary of the Corporation
and the Bank, has three loan production offices located in Anchorville, Livonia
and Mount Clemens, to serve the Detroit metropolitan areas. These offices are
leased and generally are for a term of one year.
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
5
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information shown under the caption "Stockholder Information" on page
56 of the Stockholder Report filed as Exhibit 13 to this Form 10-KSB is
incorporated herein by reference.
Equity Compensation Plan Information Table. The following table provides
information as of December 31, 2004 with respect to shares of the Corporation
common stock that may be issued under our existing compensation plans and
arrangements, which include the Corporation's 1996 and 2000 Employee Stock
Option Plans, the 1999 Stock Option Plan for Directors and the 2002 Incentive
Plan. Each of the foregoing plans has been approved by the Corporation's
stockholders and filed with the Securities and Exchange Commission.
Number of securities Weighted-average Number of securities remaining
to be issued upon exercise price of available for future issuance under
exercise of outstanding equity compensation plans
outstanding options, options, warrants (excluding securities reflected in
warrants and rights. and rights. column (a)).
Plan Category (a) (b) (c)
----------------------------- -------------------- ---------------- ---------------------------------
Equity compensation plans
approved by security holders 227,996 $8.75 116,794(1)
Equity compensation plans not
approved by security holders None None None
Total 227,996 $8.75 116,794
(1) Under the Corporation's 2002 Incentive Plan, commencing on January 1, 2002
through December 31, 2010 each director of the Corporation is
automatically granted an annual stock award of 300 shares of common stock
to the extent there are a sufficient number of shares available under the
plan at the time of grant. As of December 31, 2004, 31,920 shares remained
available for award under this plan.
6
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The information presented under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 41 to 55 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 40 of the Stockholder Report filed as Exhibit 13
to this Form 10-KSB, as well as the Report of Independent Registered Public
Accounting Firm of Plante & Moran, PLLC, dated March 4, 2005, included in the
Stockholder Report, are incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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, 2004, 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 Exchange Act) that occurred during the quarter ended
December 31, 2004, 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.
ITEM 8B. OTHER INFORMATION
None
7
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS. The information presented 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 19, 2005, (the "Proxy Statement"), a copy of which has been filed with
the Securities and Exchange Commission, is incorporated herein by reference.
EXECUTIVE OFFICERS. Information concerning Executive Officers of the
Corporation is presented under the caption "Executive Officers" in Part I of
this Form 10-KSB and is incorporated herein by reference.
AUDIT COMMITTEE FINANCIAL EXPERT. Information concerning the Corporation's
"audit committee financial expert" is presented under the caption "Board
Meetings, Board Committees and Corporate Governance Matters - `Indepenent'
Directors" in the Proxy Statement and is incorporated herein by reference.
COMPLIANCE WITH SECTION 16(a). Based solely on our review of copies of
reports filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
as amended, or written representations from persons required to file such
reports, we believe that all filings required to be made were timely made in
accordance with the requirements of the Securities Exchange Act of 1934, except
as set forth below:
Messrs. Widlak, Reed and Colonius each inadvertently failed to file a Form
4 reporting the grant of an option to them by the Corporation during 2004 to
purchase Corporation common stock. Mr. Reed also inadvertently failed to file a
Form 4 or Form 5 reporting the grant of an option to him by the Corporation
during 2003 to purchase Corporation common stock. Each of these transactions
were reported by the reporting person on a Form 5 for the year ended December
31, 2004. Mr. Cottone inadvertently failed to file a Form 4 reporting the
purchase of shares of Corporation common stock as custodian for each of his two
granddaughters. Mr. Cottone reported these two transactions on a Form 5 for the
year ended December 31, 2004. Mr. Schwartz inadvertently failed to file a Form 4
reporting the sale of Corporation common stock, which his broker executed in 11
separate transactions on the same day. Mr. Schwartz reported the sales on a Form
4 filed on August 30, 2004. Ms. Giles filed an amended Form 3 on February 14,
2005 to correct a 398 share overstatement of Corporation common stock reported
on her prior Form 3.
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 was filed with the SEC as
Exhibit 14 to the Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 2003.
ITEM 10. EXECUTIVE COMPENSATION
The information presented under the caption "Directors Compensation" and
"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 presented under the caption "Stock Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement and the "Equity
Compensation Plan Information Table" contained in Part II, Item 5 of this Form
10-KSB are incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information presented under the caption "Certain Transactions" in the
Proxy Statement is incorporated herein by reference.
8
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
ITEM 13. 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 (SEC
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 (SEC
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 (SEC 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 (SEC 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 (SEC 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 on Form 10-KSB for
the year ended December 31, 1999 (SEC File No. 000-33373)
10.4 2000 Employee Stock Option Plan is incorporated by reference to
Exhibit 10.6 of the Corporation's Annual Report on Form 10-KSB for
the year ended December 31, 2000 (SEC File No. 000-33373).
10.5 2002 Incentive Plan is incorporated by reference to Exhibit 10.7 of
the Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 2001 (SEC File No. 000-33373).
10.6 Community Central Bank Supplemental Executive Retirement Plan is
incorporated by reference to Exhibit 10.6 of the Corporation's Form
10-QSB for the quarter ended June 30, 2003 (SEC File No. 000-33373).
10.7 Community Central Bank Death Benefit Plan is incorporated by
reference to Exhibit 10.7 of the Corporation's Form 10-QSB for the
quarter ended June 30, 2003 (SEC File No. 000-33373).
10.8 Form of Incentive Stock Option Agreement incorporated by reference
to Exhibit 99.1 of the Corporation's Form 8-K filed on March 25,
2005. (SEC File No. 000-33373)
10.9 Named Executive Officer Salary and Bonus Arrangements
10.10 Current Director Fee Arrangements
11 Computation of Per Share Earnings
13 2004 Stockholder Report (Except for the portions of the 2004
Stockholder Report that are expressly incorporated by reference in
this Annual Report on Form 10-KSB, the 2004 Stockholder Report of
the Corporation shall not be deemed filed as a part hereof.)
14 Code of Business Conduct and Ethics is incorporated by reference to
Exhibit 14 of the Corporation's Form 10-KSB for the year ended
December 31, 2003 (SEC File No. 000-33373).
21 List of subsidiaries of the Corporation is incorporated by reference
to Exhibit 21 of the Corporation's Form 10-KSB for the year ended
December 31, 2003 (SEC File No. 000-33373)
23 Consent of Independent Registered Public Accounting Firm
31.1 Rule 13a - 14(a) Certification (Chief Executive Officer)
31.2 Rule 13a - 14(a) Certification (Chief Financial Officer)
32 Rule 1350 Certifications
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information presented under the captions "Selection of and
Relationship with Independent Auditor" in the Proxy Statement is incorporated
herein by reference.
9
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
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, 2005:
COMMUNITY CENTRAL BANK CORPORATION
/S/ DAVID A. WIDLAK
--------------------------------
David A. Widlak; President 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, 2005:
/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; Chairman and
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; President and Chief
Executive Officer, and Director
(principal executive officer)
/S/ BOBBY L. HILL /S/ RAY T. COLONIUS
---------------------------------- --------------------------------
Bobby L. Hill; Director Ray T. Colonius, CFO and Treasurer
(principal financial and accounting
officer)
10
COMMUNITY CENTRAL BANK CORPORATION
FORM 10-KSB (continued)
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
10.9 Named Executive Officer Salary and Bonus Arrangements
10.10 Current Director Fee Arrangements
11 Computation of Per Share Earnings
13 2004 Stockholder Report. Except for the portions of the 2004
Stockholder Report that are expressly incorporated by reference in
this Annual Report on Form 10-KSB, the 2004 Stockholder Report of
the Corporation shall not be deemed filed as a part hereof.
23 Consent of Independent Registered Public Accounting Firm
31.1 Rule 13a - 14(a) Certification (Chief Executive Officer)
31.2 Rule 13a - 14(a) Certification (Chief Financial Officer)
32 Rule 1350 Certification
11