UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013 _______________________________________________
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________________ to ________________________
Commission File Number: | 000-51166 |
Community Shores Bank Corporation |
(Exact name of registration as specified in its charter) |
Michigan | 38-3423227 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1030 W. Norton Avenue, Muskegon, MI | 49441 |
(Address of principal executive offices) | (Zip Code) |
(231) 780-1800 |
(Registrant’s telephone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
¨ Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
At November 1, 2013, 1,468,800 shares of common stock were outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-Q/A is to amend the Quarterly Report on Form 10-Q of Community Shores Bank Corporation for the quarterly period ended September 30, 2013 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2013, for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continue to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
ITEM 6. | EXHIBITS |
EXHIBIT NO. |
EXHIBIT DESCRIPTION | |
31.1 | Rule 13a-14(a) Certification of the principal executive officer. | |
31.2 | Rule 13a-14(a) Certification of the principal financial officer. | |
32.1 | Section 1350 Chief Executive Officer Certification. | |
32.2 | Section 1350 Chief Financial Officer Certification. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.DEF | XBRL Taxonomy Extension Definition | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COMMUNITY SHORES BANK CORPORATION | ||
May 15, 2015 | By: | /s/ Heather D. Brolick |
Date | Heather D. Brolick | |
President and Chief Executive Officer | ||
(principal executive officer) | ||
May 15, 2015 | By: | /s/ Tracey A. Welsh |
Date | Tracey A. Welsh | |
Senior Vice President, Chief Financial Officer and Treasurer | ||
(principal financial and accounting officer) |
3 |
Exhibit 31.1
RULE 13a-14(a) CERTIFICATION
I, Heather D. Brolick, President and Chief Executive Officer of Community Shores Bank Corporation, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Community Shores Bank Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 15, 2015 | /s/ Heather D. Brolick | |
Heather D. Brolick | ||
President and Chief Executive Officer |
Exhibit 31.2
RULE 13a-14(a) CERTIFICATION
I, Tracey A. Welsh, Senior Vice President, Chief Financial Officer and Treasurer of Community Shores Bank Corporation, certify that:
1. | I have reviewed this report on Form 10-Q of Community Shores Bank Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 15, 2015 | /s/ Tracey A. Welsh | |
Tracey A. Welsh | ||
Senior Vice President, Chief Financial Officer and Treasurer |
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. § 1350, and accompanies the quarterly report on Form 10-Q for the quarter ended September 30, 2013 (the "Form 10-Q") of Community Shores Bank Corporation (the "Issuer").
I, Heather D. Brolick, President and Chief Executive Officer of the Issuer, certify that to my knowledge:
(i) | the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
(ii) | the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer. |
Dated: May 15, 2015 | ||
/s/ Heather D. Brolick | ||
Heather D. Brolick | ||
President and Chief Executive 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. § 1350, and accompanies the quarterly report on Form 10-Q for the quarter ended September 30, 2013 (the "Form 10-Q") of Community Shores Bank Corporation (the "Issuer").
I, Tracey A. Welsh, Senior Vice President, Chief Financial Officer and Treasurer of the Issuer, certify that to my knowledge:
(i) | the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
(ii) | the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer. |
Dated: May 15, 2015 | ||
/s/ Tracey A. Welsh | ||
Tracey A. Welsh | ||
Senior Vice President, Chief Financial Officer and Treasurer |
NOTES PAYABLE (Details Textual) (USD $)
|
3 Months Ended | 1 Months Ended | ||||
---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 20, 2013
|
Sep. 30, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Dec. 31, 2011
|
|
Notes Payable | $ 1,280,000 | $ 5,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||
Interest Payable, Current | 763,000 | |||||
Gain (Loss) on Non-Recourse Debt | 5,300,000 | |||||
Stockholders' Equity Attributable to Parent | 4,000,000 | 3,770,359 | (1,239,096) | (1,149,542) | (1,420,382) | |
Senior Notes [Member] | ||||||
Notes Payable | 1,280,000 | |||||
Repayments of Debt | 500,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Debt Instrument, Maturity Date | Mar. 31, 2015 | |||||
Interest Payable, Current | $ 26,000 |
PREMISES AND EQUIPMENT (Details) (USD $)
|
Sep. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Land & land improvements | $ 4,700,464 | $ 4,700,464 |
Buildings & building improvements | 6,148,829 | 6,132,163 |
Furniture, fixtures and equipment | 3,839,270 | 3,800,460 |
Property, Plant and Equipment, Gross | 14,688,563 | 14,633,087 |
Less: accumulated depreciation | 5,520,211 | 5,212,201 |
Property, Plant and Equipment, Net | $ 9,168,352 | $ 9,420,886 |
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