-----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, QgOJ5BZNbyuUpBEtl2AbaI5TeagrxmnfL0Tn9NtDOSEVOLtjG+jZjDcaP6jmhgAl aDWAgq25hdm7q+Wa/E/rNg== 0000950124-04-002945.txt : 20040625 0000950124-04-002945.hdr.sgml : 20040625 20040625142306 ACCESSION NUMBER: 0000950124-04-002945 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040625 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: 1934 Act SEC FILE NUMBER: 333-63769 FILM NUMBER: 04881763 BUSINESS ADDRESS: STREET 1: 1838 RUDDIMAN DR CITY: NORTH MUSKEGON STATE: MI ZIP: 49445 BUSINESS PHONE: 2317801800 MAIL ADDRESS: STREET 1: 1838 RUDDIMAN DR CITY: NORTH MUSKEGON STATE: MI ZIP: 49445 11-K 1 k86356e11vk.txt ANNUAL REPORT OF EMPLOYEES STOCK PLAN 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, 2003 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) 780-1800 INDEPENDENT AUDITORS' REPORT To the Plan Administrator and Participants Community Shores Bank 401(k) Plan We have audited the accompanying statement of net assets available for benefits of COMMUNITY SHORES BANK 401(k) PLAN as of December 31, 2003 and the related statement of changes in net assets available for benefits for the year then ended and the December 31, 2003 supplemental schedule of assets (held at year end), as listed in the accompanying table of contents. These financial statements and supplemental schedule are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of COMMUNITY SHORES BANK 401(k) PLAN as of December 31, 2002, and for the year ended, were audited by other auditors whose report dated June 6, 2003, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides a reasonable basis for our opinion. In our opinion, the 2003 financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the COMMUNITY SHORES BANK 401(k) PLAN as of December 31, 2003 and the changes in net assets available for plan benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Rehmann Robson REHMANN ROBSON, P.C. Saginaw, Michigan June 8, 2004 COMMUNITY SHORES BANK 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31 ----------------------- 2003 2002 ---------- ---------- INVESTMENTS, AT FAIR VALUE Pooled separate accounts $ 791,500 $ 444,592 Plan sponsor common stock 313,560 151,288 ---------- ---------- TOTAL INVESTMENTS 1,105,060 595,880 ---------- ---------- RECEIVABLES Participants' 6,239 5,291 Employer's 3,594 10,653 ---------- ---------- TOTAL RECEIVABLES 9,833 15,944 ---------- ---------- CASH 2,929 659 ---------- ---------- TOTAL ASSETS (EQUAL TO NET ASSETS AVAILABLE FOR BENEFITS) $1,117,822 $ 612,483 ========== ==========
The accompanying notes are an integral part of these financial statements. -2- COMMUNITY SHORES BANK 401(K) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31 ----------------------- 2003 2002 ---------- ---------- ADDITIONS TO NET ASSETS INVESTMENT INCOME ATTRIBUTED TO Net appreciation in fair value of investments in Pooled separate accounts $ 135,344 $ - Plan sponsor common stock 88,963 9,971 Interest and dividends 3 15 ---------- ---------- TOTAL INVESTMENT INCOME 224,310 9,986 ---------- ---------- CONTRIBUTIONS Participants' 162,877 135,056 Employer's 87,437 84,123 Rollovers 34,917 24,538 ---------- ---------- TOTAL CONTRIBUTIONS 285,231 243,717 ---------- ---------- TOTAL ADDITIONS 509,541 253,703 ---------- ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 3,721 1,405 Net depreciation in fair value of pooled separate accounts - 86,308 Administrative expenses 481 579 ---------- ---------- TOTAL DEDUCTIONS 4,202 88,292 ---------- ---------- NET INCREASE 505,339 165,411 NET ASSETS AVAILABLE FOR PLAN BENEFITS Beginning of year 612,483 447,072 ---------- ---------- END OF YEAR $1,117,822 $ 612,483 ========== ==========
The accompanying notes are an integral part of these financial statements. -3- COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following description of the COMMUNITY SHORES BANK (the "Bank") 401(k) PLAN (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. DESCRIPTION OF THE PLAN GENERAL The Plan is a defined contribution plan covering all employees of the Bank who have six months of service and are 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Elective deferrals by participants are based on a percentage of their compensation or a fixed amount of their annual compensation, subject to limits in the Internal Revenue Code. The Bank may, at the discretion of its Board of Directors, make a matching contribution to the Plan on behalf of each participant. The 2003 and 2002 matching amount contributed to each participant was 75% of the first 6% of the employee's deferred compensation, up to a maximum matching contribution of 4.50%. Participants direct the investment of contributions into various investment options offered by the Plan. In addition to Community Shores Bank Corporation common stock, the Plan currently offers thirty one pooled separate accounts through Manulife Financial as investment options. Contributions are subject to certain limitations. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of (a) the Bank's contribution and (b) Plan earnings and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. VESTING Participants are immediately vested in their contributions, the Bank's contributions, and earnings thereon. -4- COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS PARTICIPANT LOANS Loans are not permitted under the Plan. PAYMENT OF BENEFITS On termination of service due to death, disability or retirement, a participant or his or her beneficiary receives a lump sum amount equal to the value of the participant's account. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. The participant directed investments in pooled separate accounts are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by ManuLife Financial, the insurance company sponsoring the funds, based upon the net asset values of the underlying securities held by the funds. Investment in the Plan sponsor's common stock is valued at fair value, based on quoted market prices. Unrealized appreciation or depreciation in the aggregate fair value of investments represents the change in the difference between aggregate fair value and the cost of investments, including reinvestment of earnings. The realized gain or loss on sale of investments is the difference between the proceeds received and the average cost of investments sold. Purchases and sales are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. -5- COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS ADMINISTRATIVE EXPENSES Administrative expenses of the Plan are paid by the plan sponsor, except for custodial service fees which are paid by the Plan. RISKS AND UNCERTAINTIES The Plan provides for various investment options in common stock of the Plan sponsor and in pooled separate accounts with underlying assets consisting of any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits. PAYMENT OF BENEFITS Benefits are recorded when paid. 2. INVESTMENTS Investments representing 5% or more of the Plan's net assets available for benefits are as follows at December 31:
2003 2002 -------- -------- Pooled separate accounts: MFC Fidelity Advisor Dividend Growth Fund $ 84,214 $ 45,252 MFC T. Rowe Price Science & Technology Fund 103,261 60,132 500 Index Fund 79,710 47,395 Manulife Lifestyle Balance Fund 118,704 65,111 Manulife Lifestyle Growth Fund 117,134 69,682 MFC Pimco Total Return Fund 72,596 - MFC Dreyfus Premier Core Bond Fund - 38,537 MFC T. Rowe Price Blue Chip Growth Fund - 30,537 Plan sponsor common stock: Community Shores Bank Corporation 313,560 151,288
-6- COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS 3. RELATED PARTY TRANSACTIONS Certain Plan investments are common stock of the Plan sponsor and units of pooled separate accounts managed by ManuLife Financial. ManuLife Financial is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the custodial services amounted to $481 and $579 for the years ended December 31, 2003 and 2002, respectively. 4. INCOME TAX STATUS The Plan obtained its latest determination letter on November 27, 2001, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been restated since receiving the determination letter. The Plan administrator and the Plan's tax counsel believe that the Plan is currently designated and being operated in compliance with the applicable requirements of the Internal Revenue Code. 5. PLAN TERMINATION Although it has not expressed an 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. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits from the financial statements to the Form 5500 at December 31:
2003 2002 ----------- ----------- Net assets available for benefits per financial statements $ 1,117,822 $ 612,483 Participant and employer contributions receivable (9,833) (15,944) ----------- ----------- Net assets available for benefits per Form 5500 $ 1,107,989 $ 596,539 =========== ===========
-7- COMMUNITY SHORES BANK 401(K) PLAN NOTES TO FINANCIAL STATEMENTS The following is a reconciliation of contributions paid to the Plan from the financial statements to the Form 5500 at December 31:
2003 2002 --------- --------- Contributions per financial statements $ 285,231 $ 243,717 Plus participant and employer contributions receivable as of the beginning of the year 15,944 7,656 Less participant and employer contributions receivable as of the end of the plan year (9,833) (15,944) --------- --------- CONTRIBUTIONS PER FORM 5500 $ 291,342 $ 235,429 ========= =========
The employer and participant contributions as reported on the December 31, 2003 financial statements are less than and greater than the amounts recorded in the Form 5500 by $7,059 and $948, respectively. The employer and participant contributions as reported on the December 31, 2002 financial statements, are less than the amounts recorded in the Form 5500 by $7,922 and $366, respectively. * * * * * -8- COMMUNITY SHORES BANK 401(K) PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2003 PLAN #001 EIN 38-3438092
(C) DESCRIPTION OF (B) IDENTITY OF INVESTMENT INCLUDING ISSUE, BORROWER, MATURITY DATE, RATE OF (E) LESSOR, OR INTEREST, COLLATERAL, CURRENT (A) SIMILAR PARTY PAR OR MATURITY VALUE VALUE - ----- ---------------------------------------------- ---------------------- -------- POOLED SEPARATE ACCOUNTS * Manulife Money Market Fund 23 shares $ 2,264 * MFC Short-term Federal Fund 5 shares 73 * MFC Pimco Total Return Fund 5,115 shares 72,596 * MFC Fidelity Advisor Dividend Growth Fund 1,786 shares 84,214 * MFC T. Rowe Price Small Cap Value Fund 18 shares 545 * MFC T. Rowe Price Blue Chip Growth Fund 1,312 shares 49,150 * MFC Janus Advisor Worldwide Fund 16 shares 425 * MFC Scudder International Select Equity Fund 1,008 shares 16,873 * MFC Franklin Small-Mid Growth Fund 103 shares 3,183 * MFC T. Rowe Price Science & Technology Fund 3,139 shares 103,261 * MFC T. Rowe Price Spectrum Inc. 124 shares 2,684 * 500 Index Fund 139 shares 79,710 * Total Stock Market Index Fund 1,930 shares 19,751 * Manulife Lifestyle Conservative Fund 72 shares 9,941 * Manulife Lifestyle Moderate Fund 234 shares 28,702 * Manulife Lifestyle Balance Fund 782 shares 118,704 * Manulife Lifestyle Growth Fund 538 shares 117,134 * Manulife Lifestyle Aggressive Fund 119 shares 27,177 * MFC American Funds H M Balanced 1,034 shares 18,099 * MFC Davis New York Venture 21 shares 467 * MFC Lord Abbett AH Value 576 shares 14,051 * MFC Lord Abbett Mid Cap Value 20 shares 400
9 (Continued) COMMUNITY SHORES BANK 401(K) PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2003 PLAN #001 EIN 38-3438092
(c) DESCRIPTION OF (b) IDENTITY OF INVESTMENT INCLUDING ISSUE, BORROWER, MATURITY DATE, RATE OF (e) LESSOR, OR INTEREST, COLLATERAL, CURRENT (a) SIMILAR PARTY PAR OR MATURITY VALUE VALUE - ----- ------------------------------------------------ ---------------------- ---------- * MFC Scudder RREEF Real Estate 45 shares $ 2,937 * MFC MFS Strategic Value 39 shares 294 * MFC MFS Strategic Growth 251 shares 4,475 * MFC American Century Small Co 374 shares 3,135 * Small Cap Index Fund 29 shares 399 * Pimco Real Return 1 share 4 * MFC American Funds Inv Co Am 1 share 5 * MFC MFS Utilities 531 shares 4,812 * 3 Yr Comp 6,035 shares 6,035 ---------- TOTAL POOLED SEPARATE ACCOUNTS 791,500 ---------- COMMON STOCK * Community Shores Bank Corporation common stock 26,130 shares 313,560 ---------- TOTAL INVESTMENTS $1,105,060 ==========
(a) An asterisk in this column identifies a person known to be a party-in-interest. 10 Exhibits:
EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- --------------------------------------------------------------------------------------------------- 23 Independent Auditors' Consent. 32.1 Certification of chief executive officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of chief financial officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 25, 2004 /s/ Tracey A. Welsh -------------------------------- Tracey A. Welsh Trustee 12 EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION - ----------- --------------------------------------------------------------------------------------------------- 23 Independent Auditors' Consent. 32.1 Certification of chief executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13 EX-23 2 k86356exv23.txt INDEPENDENT AUDITORS' CONSENT Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement No. 333-89655 of Community Shores Bank Corporation on Form S-8 of our report dated June 8, 2004 included in this Annual Report on Form 11-K of Community Shores Bank 401(k) Plan for the year ended December 31, 2003. Rehmann Robson Saginaw, Michigan June 24, 2004 14 EX-32.1 3 k86356exv32w1.txt SEC. 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, and accompanies the annual report on Form 11-K for the plan year ended December 31, 2003 (the "Form 11-K") of Community Shores Bank 401k Plan (the "Issuer"). I, Jose' A. Infante, Chairman, President and Chief Executive Officer of Community Shores Bank, certify that to my knowledge: (i) the Form 11-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (ii) the information contained in the Form 11-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Dated: June 25, 2004 /s/ Jose' A. Infante ----------------------------- Jose' A. Infante Chairman, President and Chief Executive Officer of Community Shores Bank (chief executive officer) A signed original of this written statement required by Section 906 has been provided to Community Shores Bank 401k Plan and will be retained by Community Shores Bank 401k Plan and furnished to the Securities and Exchange Commission or its staff upon request. 15 EX-32.2 4 k86356exv32w2.txt SEC. 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, and accompanies the annual report on Form 11-K for the plan year ended December 31, 2003 (the "Form 11-K") of Community Shores Bank 401k Plan (the "Issuer"). I, Tracey A. Welsh, Trustee of the 401k Plan, certify that to my knowledge: (i) the Form 11-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (ii) the information contained in the Form 11-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer. Dated: June 25, 2004 /s/ Tracey A. Welsh ------------------------------ Tracey A. Welsh Trustee of the Issuer (chief financial officer) A signed original of this written statement required by Section 906 has been provided to Community Shores Bank 401k Plan and will be retained by Community Shores Bank 401k Plan and furnished to the Securities and Exchange Commission or its staff upon request. 16 -----END PRIVACY-ENHANCED MESSAGE-----