SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly period ended September 30, 1999.
Commission file number 000-24478.
DEARBORN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Michigan |
38-3073622 |
(State or other jurisdiction of |
(I.R.S. Employer |
(Address of principal executive office) (Zip Code)
(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.
Yes __ X __ No ______
Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of October 31, 1999.
Class |
Shares Outstanding |
Common Stock |
2,473,295 |
DEARBORN BANCORP, INC.
INDEX
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Page |
Part I. |
Financial Information: |
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Item 1. |
Financial Statements |
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The following consolidated financial statements of Dearborn Bancorp, Inc. and its subsidiary included in this report are: |
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Consolidated Balance Sheets - September 30, 1999, December 31, 1998 and September 30, 1998 |
3 |
|
Consolidated Statements of Income - For the Three and Nine Months Ended September 30, 1999 and 1998 |
4 |
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Consolidated Statements of Comprehensive Income (Loss) - For the Three and Nine Months Ended September 30, 1999 and 1998 |
5 |
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Consolidated Statements of Cash Flows - For the Nine Months Ended September 30, 1999 and 1998 |
6 |
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Notes to Consolidated Financial Statements |
7 |
|
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital |
7-20 |
Part II. |
Other Information: |
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Pursuant to SEC rules and regulations, the following item(s) are included with the |
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Item 6. Exhibits and Reports on Form 8-K |
21 |
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Pursuant to SEC rules and regulations, the following items are omitted |
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Item 1. Legal Proceedings |
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Item 2. Changes in Securities and Use of Proceeds |
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Item 3. Defaults upon Senior Securities |
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Item 4. Submission of Matters to a Vote of Security Holders |
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Item 5. Other Information |
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SIGNATURES |
22 |
2
CONSOLIDATED BALANCE SHEETS
(In thousands) |
09/30/99 |
12/31/98 |
09/30/98 |
|||
ASSETS |
||||||
Cash and cash equivalents | ||||||
Cash and due from banks |
$1,812 |
$2,259 |
$1,955 |
|||
Federal funds sold |
3,276 |
3,995 |
13,132 |
|||
Total cash and cash equivalents |
5,088 |
6,254 |
15,087 |
|||
Mortgage loans held for sale |
1,128 |
1,211 |
444 |
|||
Investment securities, available for sale |
60,914 |
50,211 |
45,870 |
|||
Loans, net |
||||||
Gross loans |
75,624 |
66,023 |
61,248 |
|||
Allowance for possible credit losses |
(750 |
) |
(627 |
) |
(594 |
) |
Net loans |
74,874 |
65,396 |
60,654 |
|||
Bank premises and equipment, net |
2,388 |
2,378 |
2,415 |
|||
Accrued interest receivable |
1,157 |
933 |
961 |
|||
Other assets |
822 |
372 |
380 |
|||
Total assets |
$146,371 |
$126,755 |
$125,811 |
|||
LIABILITIES |
||||||
Deposits |
||||||
Non-interest bearing deposits |
$ 14,132 |
$ 11,142 |
$ 9,320 |
|||
Interest bearing deposits |
103,440 |
86,468 |
87,621 |
|||
Total deposits |
117,572 |
97,610 |
96,941 |
|||
Other liabilities |
||||||
Mortgage payable |
499 |
517 |
523 |
|||
Accrued interest payable |
371 |
338 |
312 |
|||
Other liabilities |
502 |
559 |
467 |
|||
Total liabilities |
118,944 |
99,024 |
98,243 |
|||
STOCKHOLDERS' EQUITY |
||||||
Common stock - 5,000,000 shares authorized, 2,473,295 shares outstanding at September 30, 1999, December 31, 1998 and September 30, 1998 |
29,015 |
29,015 |
28,483 |
|||
Accumulated deficit |
(1,010 |
) |
(1,270 |
) |
(975 |
) |
Accumulated other comprehensive income (loss) |
(578 |
) |
(14 |
) |
60 |
|
Total stockholders' equity |
27,427 |
27,731 |
27,568 |
|||
Total liabilities and stockholders' equity |
$146,371 |
$126,755 |
$125,811 |
|||
The accompanying notes are an integral part of these consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share and per share data) |
Three Months Ended |
Nine Months Ended |
||
09/30/99 |
09/30/98 |
09/30/99 |
09/30/98 |
|
Interest income |
||||
Interest on loans |
$1,624 |
$1,375 |
$4,538 |
$3,830 |
Interest on investment securities, available for sale |
839 |
773 |
2,357 |
1,862 |
Interest on federal funds and deposits with banks |
39 |
121 |
178 |
387 |
Total interest income |
2,502 |
2,269 |
7,073 |
6,079 |
Interest expense |
||||
Interest on deposits |
1,231 |
1,162 |
3,472 |
3,271 |
Interest on other liabilities |
9 |
10 |
26 |
32 |
Total interest expense |
1,240 |
1,172 |
3,498 |
3,303 |
Net interest income |
1,262 |
1,097 |
3,575 |
2,776 |
Provision for possible credit losses |
40 |
37 |
707 |
79 |
Net interest income after provision |
1,222 |
1,060 |
2,868 |
2,697 |
Non-interest income |
||||
Service charges on deposit accounts |
53 |
39 |
142 |
102 |
Fees for other services to customers |
7 |
6 |
21 |
18 |
Gain on the sale of loans |
83 |
63 |
261 |
156 |
Gain on the sale of investment securities | -- |
20 |
-- |
36 |
Other income |
3 |
1 |
3 |
4 |
Total non-interest income |
146 |
129 |
427 |
316 |
Non-interest expenses |
||||
Salaries and employee benefits |
574 |
471 |
1,647 |
1,259 |
Occupancy and equipment expense |
112 |
101 |
329 |
292 |
Advertising and marketing |
22 |
17 |
78 |
62 |
Stationery and supplies |
59 |
26 |
164 |
94 |
Professional services |
101 |
39 |
219 |
100 |
Data processing |
41 |
35 |
124 |
88 |
FDIC insurance premiums |
3 |
3 |
9 |
7 |
Other operating expenses |
72 |
67 |
264 |
169 |
Total non-interest expenses |
984 |
759 |
2,834 |
2,071 |
Income before income tax provision |
384 |
430 |
461 |
942 |
Income tax provision |
161 |
146 |
201 |
228 |
Net income |
$223 |
$284 |
$260 |
$714 |
Share and per share data: |
||||
Net income - basic |
$0.09 |
$0.11 |
$0.11 |
$0.36 |
Net income - diluted |
$0.09 |
$0.11 |
$0.10 |
$0.36 |
Weighted average number of shares outstanding - basic |
2,473,295 |
2,473,295 |
2,473,295 |
1,973,184 |
Weighted average number of shares outstanding - diluted |
2,473,295 |
2,484,450 |
2,477,599 |
1,989,439 |
The accompanying notes are an integral part of these consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
(In thousands) |
Three months ended |
Nine months ended |
||||||
09/30/99 |
09/30/98 |
09/30/99 |
09/30/98 |
|||||
Net income |
$223 |
$284 |
$260 |
$714 |
||||
Other comprehensive income, net of tax |
||||||||
Unrealized gains (losses) on securities, available for sale |
||||||||
Unrealized holding gains (losses) arising during period |
(248 |
) |
6 |
(855 |
) |
114 |
||
Less: reclassification adjustment for gains included in net income |
-- |
(20 |
) |
-- |
(36 |
) |
||
Tax effects |
84 |
5 |
291 |
(27 |
) |
|||
Total other comprehensive income (loss) |
(164 |
) |
(9 |
) |
(564 |
) |
51 |
|
Comprehensive income (loss) |
$59 |
$275 |
$(304 |
) |
$765 |
|||
The accompanying notes are an integral part of these consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands) |
Nine Months Ended |
|||
9/30/99 |
9/30/98 |
|||
Cash flows from operating activities |
||||
Interest and fees received |
$6,849 |
$5,947 |
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Interest paid |
(3,464 |
) |
(3,301 |
) |
Proceeds from sale of mortgages held for sale |
17,138 |
17,342 |
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Origination of mortgages held for sale |
(16,472 |
) |
(12,228 |
) |
Participations purchased in mortgages held for sale | -- |
(5,054 |
) |
|
Cash paid to suppliers and employees |
(3,250 |
) |
(1,969 |
) |
Net cash provided by operating activities |
801 |
737 |
||
Cash flows from investing activities |
||||
Proceeds from maturities of securities available for sale |
29,952 |
30,864 |
||
Proceeds from sales of securities available for sale |
2,400 |
30,043 |
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Purchases of securities available for sale |
(44,015 |
) |
(76,820 |
) |
Increase in loans, net of payments received |
(10,047 |
) |
(9,116 |
) |
Purchases of property and equipment |
(201 |
) |
(288 |
) |
Net cash (used in) investing activities |
(21,911 |
) |
(25,317 |
) |
Cash flows from financing activities |
||||
Net increase in non-interest bearing deposits |
2,990 |
733 |
||
Net increase in interest bearing deposits |
16,972 |
20,811 |
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Decrease in federal funds purchased | -- |
(1,500 |
) |
|
Principal payments on mortgage payable |
(18 |
) |
(14 |
) |
Sale of common stock, net of offerings costs | -- |
17,977 |
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Net cash provided by financing activities |
19,944 |
38,007 |
||
Increase (decrease) in cash and cash equivalents |
(1,166 |
) |
13,427 |
|
Cash and cash equivalents at the beginning of the period |
6,254 |
1,660 |
||
Cash and cash equivalents at the end of the period |
$5,088 |
$15,087 |
||
Reconciliation of net income to net cash provided by |
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Net income |
$260 |
$714 |
||
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
||||
Provision for possible credit losses |
707 |
79 |
||
Depreciation and amortization expense |
346 |
174 |
||
Accretion of discount on investment securities |
(3 |
) |
(17 |
) |
Amortization of premium on investment securities |
106 |
1 |
||
Gain on sale of investment securities | -- |
(36 |
) |
|
(Increase) decrease in mortgages held for sale |
83 |
(97 |
) |
|
(Increase) in accrued interest receivable |
(224 |
) |
(238 |
) |
Increase (decrease) in accrued interest payable |
33 |
2 |
||
(Increase) in other assets |
(450 |
) |
(155 |
) |
Increase (decrease) in other liabilities |
(57 |
) |
310 |
|
Net cash provided by (used in) operating activities |
$801 |
$737 |
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The accompanying notes are an integral part of these consolidated financial statements.