-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2ZcII0W0+Y1HOOYvrNgA+wVFEVyGnoQoe8i7EOkMIUR8b2tOnLqPCpk1E5d6TQN VLAanRXkMpPRv8b7XHsG8w== 0000950124-01-502237.txt : 20010702 0000950124-01-502237.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950124-01-502237 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY SHORES BANK CORP CENTRAL INDEX KEY: 0001070523 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383423227 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 333-63769 FILM NUMBER: 1671952 BUSINESS ADDRESS: STREET 1: 1838 RUDDIMAN DR CITY: NORTH MUSKEGON STATE: MI ZIP: 49445 BUSINESS PHONE: 6167448082 MAIL ADDRESS: STREET 1: 1838 RUDDIMAN DR CITY: NORTH MUSKEGON STATE: MI ZIP: 49445 11-K 1 k63545e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________ to __________ Commission File Number: <> COMMUNITY SHORES BANK 401(K) PLAN COMMUNITY SHORES BANK CORPORATION 1030 W. NORTON AVENUE MUSKEGON, MICHIGAN 49441 (231) 780-1850 2 REPORT OF INDEPENDENT AUDITORS Plan Administrator of Community Shores Bank 401(K) Plan Muskegon, Michigan We have audited the accompanying statements of net assets available for benefits of the Community Shores Bank 401(k) Plan ("the Plan") as of December 31, 2000 and 1999 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000, in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i-schedule of assets (held at the end of the year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements as a whole. Crowe, Chizek and Company LLP Grand Rapids, Michigan May 17, 2001 - -------------------------------------------------------------------------------- 1. 3 COMMUNITY SHORES BANK 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2000 and 1999 - --------------------------------------------------------------------------------
2000 1999 ---- ---- ASSETS Investments, at fair value (Notes 2 and 4) Pooled separate accounts $ 294,448 $ 231,732 Common stock 15,170 0 ------------ ------------ 309,618 231,732 Receivables Employer contribution 2,391 942 Participants' contributions 4,303 1,580 ------------ ------------ 6,694 2,522 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 316,312 $ 234,254 ============ ============
- -------------------------------------------------------------------------------- See accompanying notes to financial statements. 2. 4 COMMUNITY SHORES BANK 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2000 - -------------------------------------------------------------------------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income (64,284) Net depreciation in fair value of common stock (2,116) ------------ Net investments loss from pooled separate accounts $ (66,400) Contributions Employer 58,386 Participants 106,319 ------------ 158,011 ------------ Total additions 91,611 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Investment management expenses 3,122 Benefits paid to participants 13,125 ------------ Total deductions 16,247 ------------ NET INCREASE 75,364 Net assets available for benefits Beginning of year 234,254 ------------ End of year $ 316,312 ============
- -------------------------------------------------------------------------------- See accompanying notes to financial statements. 3. 5 COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN The following description of the community Shores 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan was established by the plan sponsor, Community Shores Bank (the Bank), effective January 1, 1999. The Bank acts as trustee for the Plan assets. The Plan is a defined contribution plan which covers all employees who have completed six months of service and attained the age of 21. The Plan has a contributory 401(k) portion based on elective contributions from participants in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions: Elective deferrals by participants under the 401(k) provisions are based on a percentage of their compensation as defined in the Plan agreement which are subject to certain limitations. Employees also may rollover account balances from other plans into their account. The Bank may, at the sole discretion of the Board of Directors, contribute to each participant's account a matching contribution which is a percentage of the participant's elective contribution for the year. For 2000, the Bank made matching contributions equal to 75% of the first 6% of the compensation deferred by each 401(k) participant subject to certain limitations as specified in the Plan agreement. Participant Accounts: Each participant's account is credited with the participant's contributions and allocation of (a) the Bank's contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the aggregate of the participants' deferrals, rollovers and employer matching contributions. Investment management service fees are paid by the participant and netted against investment earnings. Investment options: Participants may direct, on a quarterly basis, the trustee to invest their elective 401(k) contributions as well as employer matching contributions to the Plan in any of the available investment options. Participants can individually determine their investment options based on desired level of risk and return for all contributions (employer and employee) to the Plan. Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability while employed. Vesting: Participants are immediately vested in their elective contributions and employer contributions plus actual earnings thereon. - -------------------------------------------------------------------------------- (Continued) 4. 6 COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN (Continued) Payment of Benefits: On termination of service due to death, disability, or retirement, a participant or his or her beneficiary may elect to receive the vested portion in the participant's account in a lump-sum amount. Expenses: Substantially all administrative expenses are paid by the Plan sponsor. Investment management service fees are paid by the participant. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation and Income Recognition: Common stock is stated at fair value using quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. All other investments are held by an insurance company designated by the Plan administrator. The fair values of the participation units owned by the Plan in insurance company pooled separate accounts are based on quoted redemption values as of the last business day in the Plan's year. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates. It is at least reasonably possible that a significant change may occur in the near term for the estimates of investment valuation. NOTE 3 - PLAN TERMINATION Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and its related regulations. - -------------------------------------------------------------------------------- (Continued) 5. 7 COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 - -------------------------------------------------------------------------------- NOTE 4 - INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets at year-end.
2000 1999 ---- ---- INVESTMENTS AT FAIR VALUE AS DETERMINED BY QUOTED MARKET PRICE Shares pooled separate accounts of Manulife Financial: Growth and Income Fund, 822 and 552 shares, respectively $ 33,203 $ 21,180 High Quality Bond Fund, 169 and 84 shares, respectively 23,632 11,312 Index Stock Fund, 94 and 54 shares, respectively 62,349 40,315 Growth Opportunities Fund, 1,014 and 649 shares, respectively 55,354 44,347 Science and Technology Fund, 1,706 and 1,110 shares, respectively 106,600 107,477
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS Parties-in-interest are defined under Department of Labor (DOL) regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. Professional fees for the administration and audit of the Plan are paid by the Bank. The Plan's investment in pooled separate accounts as of December 31, 2000 and 1999 reflect party-in-interest transactions as the issuer of the securities, Manulife Financial, is also the custodian of these Plan assets. During 2000, the Plan, under employee direction, purchased 2,920 shares of Community Shores Bank Corporation common stock for a total purchase price of approximately $17,296. There were no sales of common stock during 2000. The Plan also held the following party-in-interest investments (at fair value):
December 31, 2000 1999 ---- ---- Community Shores Bank Corporation - Common Stock $ 15,170 $ 0 Pooled separate accounts of Manulife Financial $ 294,448 $ 231,732
- -------------------------------------------------------------------------------- (Continued) 6. 8 COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 and 1999 - -------------------------------------------------------------------------------- NOTE 6 - TAX STATUS The Internal Revenue Service has determined and informed the Bank by a letter dated April 14, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Management of the Plan believes the Plan is being operated in accordance with the terms of the Plan document. - -------------------------------------------------------------------------------- 7. 9 SUPPLEMENTAL SCHEDULE 10 COMMUNITY SHORES BANK 401(K) PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD AT THE END OF THE YEAR December 31, 2000 - -------------------------------------------------------------------------------- Name of plan sponsor: Community Shores Bank Employer identification number: 38-348092 Three-digit plan number: 001
(C) Description of Investment (B) Including Maturity Date, Identity of Issue, Rate of Interest, (E) Borrower, Lessor, Collateral, Par or (D) Current (A) or Similar Party Maturity Value Cost Value - --- ---------------- -------------- ---- ----- * Manulife Financial Money Market Fund, 12 shares $ 1,078 * Manulife Financial High-Quality Bond Fund, 169 shares 23,632 * Manulife Financial Growth and Income Fund, 822 shares 33,203 * Manulife Financial Index Stock Fund, 94 shares 62,349 * Manulife Financial Growth Opportunities Fund, 1,014 shares 55,354 * Manulife Financial International Stock Fund, 610 shares 12,232 * Manulife Financial Science and Technology Fund, 1,706 shares 106,600 * Community Shores Community Shores Bank Corporation Bank Corporation common stock, 2,920 shares 15,170 --------------- $ 309,618 ===============
* Denotes party-in-interest (d) Investment is participant directed, therefore historical cost information is not required. - -------------------------------------------------------------------------------- 8. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. COMMUNITY SHORES BANK 401(K) PLAN Date: June 27, 2001 /s/ Tracey A. Welsh --------------------------------------- VP Controller Community Shores Bank Plan Trustee 12 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 23 Consent of Independent Public Accountants EX-23 2 k63545ex23.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in Registration Statement No. 333-89655 of Community Shores Bank Corporation on Form S-8 of our report dated May 17, 2001, included in this Annual Report on Form 11-K of Community Shores Bank 401(k) Plan for the year ended December 31, 2000. Crowe, Chizek and Company LLP Grand Rapids, Michigan June 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----