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 June 30, 1997. -------------- 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 Identification No.) incorporation or organization) 22290 Michigan Avenue, Dearborn, MI 48123-2247 ---------------------------------------------- (Address of principal executive office) (Zip Code) (313) 274-1000 -------------- (Registrant's telephone number, including area code) N/A --- (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 July 31, 1996. Class Shares Outstanding ----- ------------------ Common Stock 950,000 DEARBORN BANCORP, INC. INDEX Part I. Financial Information: Item 1. Financial Statements The following consolidated financial statements of Dearborn Bancorp, Inc. and its subsidiary included in this report are: Page ---- Consolidated Balance Sheets - June 30, 1997, December 31, 1996 and June 30, 1996 3 Consolidated Statements of Operations - For the Three and Six Months Ended June 30, 1997 and 1996 4 Consolidated Statements of Cash Flows - For the Six Months Ended June 30, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity, and Capital 6-13 Part II. Other Information: Pursuant to SEC rules and regulations, the following item(s) are included with the Form 10-Q Report: Item 4. Submission of Matters to a Vote of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 14 Pursuant to SEC rules and regulations, the following items are omitted from this Form 10-Q as inapplicable or to which the answer is negative: Item 1. Legal Proceedings Item 2. Changes in the Rights of the Company's Security Holders Item 3. Defaults by the Company on its Senior Securities Item 5. Other Information SIGNATURES 15 2 DEARBORN BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In thousands) 06/30/97 12/31/96 06/30/96 (unaudited) (audited) (unaudited) ------------- ------------- -------------- ASSETS Cash and cash equivalents Cash and due from banks $ 2,059 $ 2,126 $ 952 Federal funds sold 1,300 5,300 2,150 -------- -------- -------- Total cash and cash equivalents 3,359 7,426 3,102 Mortgage loans held for sale 61 303 170 Investment securities, available for sale 19,479 10,493 14,241 Loans Loans 43,136 36,263 25,186 Allowance for possible credit losses (436) (366) (255) -------- -------- -------- Net loans 42,700 35,897 24,931 Bank premises and equipment, net 2,098 2,080 2,118 Accrued interest receivable 549 306 374 Other assets 140 94 89 -------- -------- -------- Total assets $ 68,386 $ 56,599 $ 45,025 ======== ======== ======== LIABILITIES Deposits Non-interest bearing deposits $ 9,711 $ 7,583 $ 8,276 Interest bearing deposits 49,362 39,880 30,704 -------- -------- -------- Total deposits 59,073 47,463 38,980 Other liabilities Mortgage payable 545 554 562 Accrued interest payable 178 127 86 Other liabilities 155 265 95 -------- -------- -------- Total liabilities 59,951 48,409 39,723 STOCKHOLDERS' EQUITY Common stock - 3,000,000 shares authorized, 950,000 shares outstanding in 1997 and 674,000 shares outstanding in 1996 9,272 6,521 6,521 Common stock subscribed but unissued, 276,000 shares in 1996 -- 2,752 -- Accumulated deficit (807) (1,065) (1,184) Net unrealized gain (loss) on securities available for sale (30) (18) (35) -------- -------- -------- Total stockholders' equity 8,435 8,190 5,302 Total liabilities and stockholders' equity $ 68,386 $ 56,599 $ 45,025 ======== ======== ======== <FN> The accompanying notes are an integral part of these consolidated statements. 3 DEARBORN BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (In thousands, except per share data) Three Months Ended Six Months Ended 06/30/97 06/30/96 06/30/97 06/30/96 ----------- ----------- ----------- ------------ Interest income Interest and fees on loans $958 $562 $1,827 $1,052 Interest on investment securities, available for sale 302 190 531 334 Interest on federal funds and deposits with banks 36 40 61 61 Total interest income 1,296 792 2,419 1,447 ----- --- ----- ----- Interest expense Interest on deposits 690 387 1,268 706 Interest on other liabilities 11 11 21 22 ----- --- ----- ----- Total interest expense 701 398 1,289 728 Net interest income 595 394 1,130 719 Provision for possible credit losses 34 36 73 54 ----- --- ----- ----- Net interest income after provision for possible credit losses 561 358 1,057 665 ----- --- ----- ----- Non-interest income Service charges on deposit accounts 29 22 59 38 Fees for other services to customers 5 3 12 7 Gain on the sale of loans 34 26 68 72 Gain on the sale of investment securities --- 4 --- 4 Other income 2 2 3 5 ----- --- ----- ----- Total non-interest income 70 57 142 126 Non-interest expenses Salaries and employee benefits 310 264 590 554 Occupancy and equipment expense 47 44 97 94 Advertising and marketing 26 28 56 58 Stationery and supplies 13 18 30 33 Professional services 26 16 43 31 Data processing 24 16 44 33 FDIC insurance premiums 3 1 3 1 Other operating expenses 72 33 138 79 ----- --- ----- ----- Total non-interest expenses 521 420 1,001 883 Income (loss) before provision for income taxes 110 (5) 198 (92) Income tax benefit (35) --- (60) --- ----- --- ----- ----- Net income (loss) $145 ($5) $258 ($92) ===== === ===== ===== Per share data: Net income (loss) $0.15 ($0.01) $0.27 ($0.14) Average number of shares outstanding 950,000 674,000 950,000 674,000 <FN> The accompanying notes are an integral part of these consolidated statements. 4 DEARBORN BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (In thousands) Six Months Ended 06/30/97 06/30/96 -------- -------- Cash flows from operating activities Interest and fees received $ 2,250 $ 1,413 Interest paid (1,238) (734) Proceeds from sale of mortgages held for sale 4,720 3,760 Origination of mortgages held for sale (4,410) (3,450) Cash paid to suppliers and employees (1,025) (758) -------- -------- Net cash provided by operating activities 297 231 Cash flows from investing activities Proceeds from maturities of securities available for sale 5,000 2,000 Proceeds from sales of securities available for sale 595 1,709 Purchases of securities available for sale (14,598) (8,020) Increase in loans, net of payments received (6,876) (5,244) Purchases of property and equipment (86) (167) -------- -------- Net cash used in investing activities (15,965) (9,722) Cash flows from financing activities Net increase in non-interest bearing deposits 2,128 4,203 Net increase in interest bearing deposits 9,482 5,855 Principal payments on mortgage payable (9) (7) -------- -------- Net cash provided by financing activities 11,601 10,051 Increase (decrease) in cash and cash equivalents (4,067) 560 Cash and cash equivalents at the beginning of the period 7,426 2,542 -------- -------- Cash and cash equivalents at the end of the period $ 3,359 $ 3,102 ======== ======== Reconciliation of net income (loss) to net cash provided by operating activities Net income (loss) $ 258 $ (92) Adjustments to reconcile net income (loss) to net cash provided by operating activities Provision for possible credit losses 73 54 Depreciation and amortization expense 71 65 Accretion of discount on investment securities (4) (2) Amortization of premium on investment securities 8 47 (Gain) on sale of investment securities -- (4) Decrease in mortgages held for 242 238 sale (Increase) in interest receivable (243) (84) Increase (decrease) in interest payable 51 (6) (Increase) decrease in other assets (49) 9 Increase (decrease) in other liabilities (110) 6 -------- -------- Net cash provided by operating activities $ 297 $ 231 ======== ======== <FN> The accompanying notes are an integral part of these consolidated statements. 5 DEARBORN BANCORP, INC. FORM 10-Q (continued) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. Accounting and Reporting Policies The financial statements of Dearborn Bancorp, Inc. (the "Corporation") include the consolidation of its only subsidiary, Community Bank of Dearborn (the "Bank"). The accounting and reporting policies of the Corporation are in accordance with generally accepted accounting principles and conform to practice within the banking industry. The unaudited financial statements of the Corporation for the three and six month periods ended June 30, 1997 and 1996 reflect all adjustments, consisting of normal recurring items which are, in the opinion of management, necessary to present a fair statement of the results for the interim period. The operating results for the reported periods are not necessarily indicative of results of operations for the entire year. The consolidated financial statements included herein have been prepared by the Corporation, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and notes thereon included in the Corporation's 1996 Annual Report to Stockholders. PART 1 - FINANCIAL INFORMATION ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis are intended to address significant factors affecting the financial condition and results of operations of the Corporation. The discussion provides a more comprehensive review of the financial position and operating results than can be obtained from a reading of the financial statements and footnotes presented elsewhere in this report. 6 DEARBORN BANCORP, INC. FORM 10-Q (continued) ANALYSIS OF BALANCE SHEET AND IMPACT UPON OPERATING RESULTS Average total assets for the three and six month periods ended June 30, 1997 amounted to $67.4 million and $63.4 million, respectively. Average total asset for the three and six month periods ended June 30, 1996 amounted to $42.4 million and $39.0 million, respectively. The annualized return on average total assets for the three and six month periods ended June 30, 1997 was 0.86% and 0.81%, respectively. The annualized return on average total assets for the three and six month periods ended June 30, 1996 was (0.05%) and (0.46%), respectively. The annualized return on average equity for the three and six month periods ended June 30, 1997 was 7.00% and 6.39%, respectively. The annualized return on average equity for the three and six month periods ended June 30, 1996 was (0.38%) and (3.36%), respectively. Net interest income was $595,000 and $1,130,000 for the three and six month periods ended June 30, 1997, respectively. The annualized net interest margin for the three and six month periods ended June 30, 1997, on a tax equivalent basis, was 3.53% and 3.56%, respectively. Net interest income was $394,000 and $719,000 for the three and six month periods ended June 30, 1996, respectively. The annualized net interest margin for the three and six month periods ended June 30, 1996, on a tax equivalent basis, was 3.72% and 3.69%, respectively. Loans Major categories of loans included in the loan portfolio are as follows (in thousands): 06/30/97 12/31/96 06/30/96 -------- -------- -------- Consumer loans $11,159 $ 8,877 $ 5,522 Commercial, financial, & other 7,032 7,199 5,589 Commercial real estate construction 2,490 1,971 260 Commercial real estate mortgages 8,122 6,384 4,501 Residential real estate mortgages 14,333 11,832 9,314 ------- ------- ------- 43,136 36,263 25,186 Less allowance for possible credit losses 436 366 255 ------- ------- ------- $42,700 $35,897 $24,931 ======= ======= ======= 7 DEARBORN BANCORP, INC. FORM 10-Q (continued) Average total loans for the six month periods ended June 30, 1997 and 1996, amounted to $40.0 million and $21.4 million, respectively. Interest income on total loans was $1,827,000 and $1,052,000, respectively, as of June 30, 1997 and 1996, resulting in an effective yield of 9.14% and 9.83% on a tax equivalent basis. Non-Performing Assets and Problem Loans The following is a summary of non-performing assets and problems loans (in thousands): 06/30/97 12/31/96 06/30/96 -------- -------- -------- Non-accrual loans $5 $8 $9 Renegotiated loans -- -- -- Other real estate owned -- -- -- --- --- --- $5 $8 $9 == == == Allowance and Provision for Possible Credit Losses The following is an analysis of the allowance for possible credit losses (in thousands): 06/30/97 06/30/96 -------- -------- Balance, beginning of year $ 366 $ 204 Provision for possible credit losses charged to operations 73 54 ------- ------- 439 258 Loans charged off 3 3 ------- ------- Balance, June 30 $ 436 $ 255 ======= ======= As a percent of total loans 1.01% 1.01% ======= ======= Ratios (amounts in thousands): Net charge-offs to total loans, annualized 0.01% 0.02% Average allowance for possible loan losses 398 219 Average total loans, gross 40,000 21,409 Average allowance to average total loans 1.00% 1.02% 8 DEARBORN BANCORP, INC. FORM 10-Q (continued) Investment Securities Available for Sale The amortized cost and estimated market value of investments in debt securities available for sale are as follows (in thousands): June 30, 1997 --------------------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value --------- ---------- ---------- --------- US Treasury securities $ 3,006 $ 8 $ (9) $ 3,005 US Government agency securities 16,503 8 (37) 16,474 ------- ----- ---- ------- Totals $19,509 $16 $(46) $19,479 ======= ===== ==== ======= June 30, 1996 --------------------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value --------- ---------- ---------- --------- US Treasury securities $ 5,273 $1 $(9) $5,265 US Government agency securities 9,003 3 (30) 8,976 ------- ---- ---- ------- Totals $14,276 $4 $(39) $14,241 ======= ===== ==== ======= Investment securities available for sale averaged $17.5 million and $11.5 million for the six months ended June 30, 1997 and 1996, respectively. Interest income as of June 30, 1997 and 1996 for securities available for sale was $531,000 and $334,000, respectively, which resulted in an effective yield of 6.14% and 5.82%. Investment Securities Held to Maturity The Corporation has no investment securities classified in the held to maturity category. Federal Funds Sold Federal funds sold averaged $2.1 million and $2.3 million for the six month periods ended June 30, 1997 and 1996, respectively. Income on these short-term assets as of June 30, 1997 and 1996 was $61,000 and $61,000, respectively, which resulted in an effective yield of 5.72% and 5.33%. 9 DEARBORN BANCORP, INC. FORM 10-Q (continued) Liabilities and Interest Expense The following is a summary of the distribution of deposits (in thousands): 06/30/97 12/31/96 06/30/96 -------- -------- -------- Non-interest bearing: Demand $ 9,711 $ 7,583 $ 8,276 ======= ======= ======= Interest bearing: Checking $ 738 $ 977 $ 735 Money market 5,487 5,977 3,777 Savings 1,375 1,240 1,227 Time, under $100,000 24,672 19,048 13,350 Time, $100,000 and over 17,090 12,638 11,615 ------- ------- ------- $49,362 $39,880 $30,704 ======= ======= ======= Average total deposits and average interest bearing deposits for the six month period ended June 30, 1997 amounted to $54.5 million and $47.1 million, respectively. In comparison, average total deposits and average interest bearing deposits for the six month period ended June 30, 1996 were $32.9 million and $27.5 million, respectively. Total interest expense for deposits was $1,268,000 for the six month period ended June 30, 1997, resulting in an effective interest rate of 4.65% on total deposits and 5.42% on interest bearing deposits. In comparison, total interest expense for deposits was $706,000 for the six month period ended June 30, 1996, resulting in an effective yield of 4.29% on total deposits and 5.16% on interest bearing deposits. For the six month periods ended June 30, 1997 and 1996: Non-interest bearing deposits had an average balance of $7.4 million and $5.5 million, respectively. Average interest bearing checking deposits were $0.9 million and $0.8 million, respectively, with associated interest expense of $8,000 and $7,000 resulting in an effective interest rate of 1.87% and 1.86%. Average money market deposits were $7.3 million and $5.5 million, respectively, with associated interest expense of $151,000 and $118,000 resulting in an effective interest rate of 4.11% and 4.24%. 10 DEARBORN BANCORP, INC. FORM 10-Q (continued) Average savings deposits were $1.3 million and $1.2 million, respectively, with associated interest expense of $16,000 and $15,000 resulting in an effective interest rate of 2.50% and 2.50%. Interest bearing time deposits had an average balance of $37.6 million and $20.0 million, respectively, with associated interest expense of $1,092,000 and $566,000 which resulted in an effective interest rate of 5.81% and 5.68%. Average interest bearing other liabilities consisted of mortgage indebtedness and federal funds purchased for the six month periods ended June 30, 1997 and 1996. The average balance was $550,000 and $552,000, respectively, with associated interest expense of $21,000 and $22,000 resulting in an effective interest rate of 7.75% and 7.75%. Non-Interest Income Total non-interest income for the three month periods ended June 30, 1997 and 1996 amounted to $70,000 and $57,000, respectively. For the six month periods ended June 30, 1997 and 1996, non-interest income totaled $142,000 and $126,000, respectively. The primary component of non-interest income consisted of gain on the sale of residential mortgages in the amount of $34,000 and $68,000 for the three and six month periods ended June 30, 1997, respectively. Non-Interest Expenses Total non-interest expenses for the three month periods ended June 30, 1997 and 1996 amounted to $521,000 and $420,000, respectively. For the six month periods ended June 30, 1997 and 1996, non-interest expenses amounted to $1,001,000 and $883,000, respectively. The largest component of non-interest expenses consisted of salaries and employee benefits. For the six month period ended June 30, 1997 the number of full time equivalent employees was 26, resulting in a salaries and employee benefits expense of $590,000. For the six month period ended June 30, 1996, the number of full time equivalent employees was 24, resulting in a salaries and employee benefits expense of $554,000. 11 DEARBORN BANCORP, INC. FORM 10-Q (continued) Rate Sensitivity Analysis / Gap Analysis The relationship between earning assets and liabilities considered to be interest rate sensitive within given maturity ranges is called the asset or liability funding gap depending on whether such earning assets exceed or are exceeded by interest sensitive liabilities. As of June 30, 1997, total earning assets exceeded interest bearing liabilities by $14.1 million. The excess was funded by non-interest bearing demand deposits and stockholders' equity. The Rate Sensitivity Analysis / Gap Analysis as of June 30, 1997 is presented in the following table. Interest Rate Sensitivity Period ---------------------------------------------------------- 1-90 91-365 1-5 Over Days Days Years 5 Years Total ----------- ---------- ---------------------- ------------ Earning assets Federal funds sold $ 1,300 $ -- $ -- $ -- $ 1,300 Mortgage loans held for sale 61 -- -- -- 61 Securities available for sale 1,000 999 17,480 -- 19,479 Total loans, net of non-accrual 11,275 6,358 24,712 786 43,131 -------- -------- -------- -------- -------- Total earning assets 13,636 7,357 42,192 786 63,971 Interest bearing liabilities Total interest bearing 12,744 20,688 15,930 -- 49,362 deposits Mortgage payable -- -- -- 545 545 -------- -------- -------- -------- -------- Total interest bearing liabilities 12,744 20,688 15,930 545 49,907 Net asset (liability) funding gap 892 (13,331) 26,262 241 $ 14,064 -------- -------- -------- -------- ======== Cumulative net asset (liability) funding gap $ 892 $(12,439) $ 13,823 $ 14,064 ======== ======== ======== ======== This table presents earning assets and interest bearing liabilities by maturity or the earliest repricing opportunities. Non-maturity interest bearing deposits are distributed across a basic gap schedule as proposed by FFIEC Financial Institutions Letter 65-93, dated September 20, 1993. 12 DEARBORN BANCORP, INC. FORM 10-Q (continued) LIQUIDITY The Corporation maintains a liquid position. As of June 30, 1997, the Corporation had $1.3 million in federal funds sold and securities classified as available for sale of $19.5 million. Those securities with maturities within one year totaled $2.0 million. Loan repayments provide another source of liquidity. The Corporation is continuing to build a stable customer base of core deposits and has proven the ability to attract deposits within the Corporation's market area. The liquidity of the Corporation and its subsidiary provides flexibility to meet credit-worthy loan requests and deposit fluctuations. CAPITAL The Corporation maintains a strong capital base. Consolidated stockholders' equity totaled $8.4 million as of June 30, 1997. Primary capital for the Corporation, consisting of stockholders' equity and the allowance for possible loan losses, totaled $8.9 million. Primary capital to total assets was 13.0%. The following is a presentation of the Corporation's regulatory capital ratios: Minimum Regulatory 06/30/97 06/30/96 Guidelines -------- -------- ---------- Risk-Based Capital Ratios Tier 1 Capital 19.90% 21.30% 4.00% Total Capital 20.92% 22.32% 8.00% Leverage Ratio 12.56% 12.60% 4.00% The Federal Deposit Insurance Corporation Improvement Act of 1991 established five capital tiers for banks. Pursuant to that statute the federal bank regulatory agencies have defined the five capital tiers for banks. Under these regulations, a bank is defined to be well capitalized, the highest tier, if it maintains a Tier 1 Capital ratio of at least 6 percent, a Total Capital ratio of at least 10 percent and a Leverage Ratio of at least 5 percent. Based on the regulatory ratios at June 30, 1997, the Corporation is well capitalized. 13 DEARBORN BANCORP, INC. FORM 10-Q (continued) PART 2 - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Corporation held its regular annual meeting of stockholders on May 20, 1997. At this meeting, an election was held for four directors, to serve three year terms expiring in 2000. The voting results for each nominee were as follows: Nominee Total For Total Withheld ------- --------- -------------- David Himick 755,697 None William E. Kreger 755,807 None Jeffrey G. Longstreth 756,307 None Michael J. Ross 756,307 None In addition, the stockholders were asked to approve two proposals. A proposal to amend the articles of incorporation to increase the number of authorized shares of common stock from 1,000,000 to 3,000,000 shares was approved as follows: voted yes 738,200; voted no 13,566; abstained 7,500. A proposal to amend the 1994 stock option plan to (a) make available an additional 100,000 shares of common stock for issuance and to (b) eliminate the provision in the plan which provides that no person may be granted more than 10% of the number of shares available for issuance during the aggregate term of the plan was approved as follows: voted yes 696,343; voted no 26,277; abstained 10,411. ITEM 6. EXHIBITS AND REPORTS IN FORM 8-K. (a)(1) Financial Statements: The following consolidated financial statements of Dearborn Bancorp, Inc. and its subsidiary included in this report are: Consolidated Balance Sheets - June 30, 1997, December 31, 1996 and June 30, 1996 Consolidated Statements of Operations - For the Three and Six Months Ended June 30, 1997 and 1996 Consolidated Statements of Cash Flows - For the Six Months Ended June 30, 1997 and 1996 Notes to Consolidated Financial Statements 14 DEARBORN BANCORP, INC. FORM 10-Q (continued) (a)(2) Exhibits The Exhibits below are filed as Exhibits to the Registration Statement of the Registrant on Form S-18 (Registration Number 33-55808) are incorporated herein by reference. (3)(a) Articles of Incorporation of Registrant, As Amended Exhibit I (10)(b) 1994 Stock Option Plan, As Amended Exhibit II (b) A Form 8-K Report was not filed during the three months ended June 30, 1997. 15 DEARBORN BANCORP, INC. FORM 10-Q (continued) 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. Dearborn Bancorp, Inc. (Registrant) /s/ John E. Demmer ------------------------ John E. Demmer Chairman and Chief Executive Officer /s/ Donald G. Karcher ------------------------- Donald G. Karcher Treasurer and Chief Financial Officer Date: August 1, 1997