EX-13 2 k50208exv13.htm EX-13 exv13
DEARBORN BANCORP, INC.
FORM 10-K (continued)
Exhibit 13
(LOGO)
and its subsidiary
(LOGO)
2010
ANNUAL REPORT

 


 

Dearborn Bancorp, Inc.
and its subsidiary
Fidelity Bank
         
CONTENTS
       
 
Corporate Information
    2  
Chairman’s and President’s Letter to Stockholders
    3  
Summary of Selected Financial Data
    5  
Report of Independent Registered Public Accounting Firm
    7  
Management’s Report on Internal Control Over Financial Reporting
    8  
Consolidated Balance Sheets
    9  
Consolidated Statements of Operations
    10  
Consolidated Statements of Changes in Stockholders’ Equity
    11  
Consolidated Statements of Cash Flows
    13  
Notes to Consolidated Financial Statements
    15  
Management’s Discussion and Analysis
    56  
Dearborn Bancorp, Inc. Directors and Officers
    84  
Fidelity Bank Directors and Executive Officers
    85  
Fidelity Bank Officers
    86  
Fidelity Bank Subsidiaries
    87  
Investor Information
    89  

1


 

DESCRIPTION OF BUSINESS
Dearborn Bancorp, Inc.
Dearborn Bancorp, Inc. (the “Parent Company” and, together with its subsidiary, the “Corporation”) is a registered bank holding company which was incorporated on September 30, 1992. The primary purpose of the holding company is to own and operate the subsidiary bank, Fidelity Bank (the “Bank”). Dearborn Bancorp, Inc. trades on the Nasdaq Global Market under the symbol “DEAR”.
Fidelity Bank
The Bank was incorporated as Community Bank of Dearborn on June 28, 1993 and began operations as a state chartered commercial bank on February 28, 1994 from its main office located on Michigan Avenue in Dearborn. The Corporation acquired the Bank of Washtenaw on October 29, 2004. On January 4, 2007, the Corporation acquired Fidelity Financial Corporation of Michigan and its subsidiary, Fidelity Bank. On April 30, 2007, Community Bank of Dearborn was renamed Fidelity Bank.
The Bank offers a wide range of financial products and services. These include checking accounts, savings accounts, money market accounts, certificates of deposit, business checking, direct deposit, ATM services, telephone banking services, loan services (commercial, consumer, real estate mortgages), travelers’ checks, cashiers’ checks, wire transfers, safe deposit boxes, collection services, night depository service and internet banking services. The Bank does not have a trust department.
Internet banking can be accessed through the Bank’s website, www.fidbank.com. The Bank’s customers are able to execute transfers to their accounts and view their account information and transactions. Commercial customers have the option of utilizing the cash management module. This feature enables commercial customers to designate multiple users, initiate wire transfers, process ACH transactions, perform stop payments, and process federal tax payments. Over 3,800 users have signed up for online banking. The website also contains product information regarding the Bank’s loan and deposit products and the Corporation’s most recent financial information.
Community Bank Insurance Agency, Inc.
On August 19, 1997, the Bank formed Community Bank Insurance Agency, Inc. This company conducts limited insurance-related activities and holds a minority interest in MBT Title Services, LLC, a title insurance company.
Community Bank Audit Services, Inc.
On March 13, 2002, the Bank formed Community Bank Audit Services, Inc., a company that offers internal auditing and compliance services to financial institutions.

2


 

To Our Stockholders,
     The problems we encountered in recent years because of Michigan’s one-state depression and the collapse of the local real estate market were not as severe in 2010 as they had been, but they remained with us all the same. Our net loss for the twelve months ended December 31, 2010, was $14,249,000 or ($1.86) per fully diluted common share. The net loss for all of 2009 was $61,175,000 or ($8.00) per diluted share. However, results for the two years are not directly comparable for several reasons. First, we removed a $25,851,000 deferred tax asset from our balance sheet in 2009 and charged the adjustment to that year’s earnings. Second, we recognized a $5,451,000 tax refund in 2009 because a new law allowed us to carry back net operating losses for five years instead of just two and then recover previously paid income taxes. Third, we wrote off $3,997,000 in intangible assets related to 2004 and 2007 acquisitions and charged this write-off to 2009 earnings. Regardless of the adjustments, our 2010 results were substantially improved over 2009 in terms of net loss and net interest margin.
     At December 31, 2010, total assets were $915,684,000. This was a decline of 7.2 percent from the asset total of $986,486,000 one year earlier. Total deposits at year-end of $812,101,000 were down 6.4 percent from $867,955,000 12 months previously. Over the course of the year, total loans were reduced by 11.6 percent to $735,851,000 while they had been $833,136,000 at the beginning of the year. On the other hand, cash and cash equivalents went up 21.0 percent during the year to $93,775,000 from $77,497,000 and securities available for sale increased 18.7 percent, going to $54,561,000 from $45,964,000. All of these portfolio changes were the intended result of strategies designed to strengthen our capital position, improve liquidity, and produce a better net interest margin. Shareholders’ equity was $26,959,000 at year-end, which was a tangible book value of $3.51 per share and the market closing price was $1.65 on December 31, 2010. According to regulatory capital guidelines, Fidelity Bank remains “undercapitalized.”
     Our financial condition is certainly not what we want it to be but we did see some signs of improvement during 2010. Non-performing assets peaked during the First Quarter of 2010, at $138,494,000 and have slowly declined during each subsequent quarter so that, at year-end, they were $136,592,000. The December 31, 2010, figure included $48,527,000 in troubled debt restructured loans that were all current in accordance with their restructured terms. Net charge-offs were $23,132,000 in 2010 while they had been $30,190,000 in 2009, a 24 percent improvement. The provision for loan losses charged to income was $15,978,000 in 2010, down from $50,863,000 in 2009.
     Other real estate owned declined 8 percent from $23,435,000 at the beginning of the year to $21,502,000 at year-end. It should be noted that our Special Assets team sold more than $8 million in real estate owned during the Fourth Quarter of the year. We are also beginning to receive multiple bids on bank owned properties offered for sale while we rarely received more than nominal bids one year ago. It would be premature to report noteworthy recovery in the Southeast Michigan real estate market; however, we are experiencing some improvement in sales of other real estate owned while, at the same time, we are finding it necessary to classify fewer new properties as non-performing assets.
     During 2010, defaulted loan expenses, primarily taxes, insurance and maintenance related to other real estate owned, were $4,372,000 while they had been $4,624,000 in 2009. FDIC Assessments in 2010 amounted to $4,125,000 or almost one half of one percent of average deposits. This was a 45.0 percent increase over the assessments of $2,843,000 one year earlier. The substantial income produced by our core banking operations before dealing with the losses on problem loans has been very important in covering these extraordinary expenses.
     During the Fourth Quarter of 2010, our net interest margin was 3.93%. In the last quarter of 2009, the margin had been 3.14%. Much of this improvement was the result of paying lower rates on deposits during the year. Improving the margin has been among our top priorities. Finally, non-interest expenses in 2010 were improved from the previous year, notwithstanding the $1,282,000 increase in FDIC Assessments. This performance was attributable to the diligent efforts of every officer and employee to keep discretionary expenses in check, another of our most important priorities.

3


 

     Going forward, we are encouraged by the modest improvements we have seen in our operation during the latter part of 2010. However, our ability to become solidly profitable again is largely dependent upon the condition of our loan portfolio and that, in turn, is largely dependent upon the recovery of the real estate market in Southeastern Michigan. Realistically, we have a long road back to consistent prosperity ahead of us and we are doing our utmost to reach that goal.
     The Annual Meeting of Stockholders will be held on May 17, 2011, at the Park Place, 23400 Park Avenue, Dearborn, Michigan, at 3:00 p.m. We hope that you will attend.
Sincerely,
John E. Demmer
Chairman of the Board
Michael J. Ross
President and
Chief Executive Officer

4


 

SUMMARY OF SELECTED FINANCIAL DATA
The following selected consolidated financial and other data as of and for each of the five years in the period ended December 31, 2010 should be read in conjunction with the Consolidated Financial Statements and the Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Consolidated Balance Sheets as of December 31, 2010 and 2009, and the Consolidated Statements of Income for the years ended December 31, 2010 and 2009 are included elsewhere in this Annual Report.
                                         
(In thousands, except share and per share data)   2010     2009     2008     2007     2006  
     
OPERATIONS
                                       
Interest income
  $ 46,973     $ 54,253     $ 61,126     $ 70,110     $ 53,886  
Interest expense
    12,894       23,367       28,995       36,491       25,884  
     
Net interest income
    34,079       30,886       32,131       33,619       28,002  
Provision for loan losses
    15,978       50,863       14,606       5,821       943  
     
Net interest income after provision for loan losses
    18,101       (19,977 )     17,525       27,798       27,059  
Total non-interest income
    (4,006 )     (469 )     (930 )     1,020       925  
Total non-interest expense
    28,532       32,720       65,007       23,796       16,225  
     
Net income before federal income tax expense
    (14,437 )     (53,166 )     (48,412 )     5,022       11,759  
Income tax expense (benefit)
    (188 )     8,009       (16,487 )     1,856       3,940  
     
Net income (loss)
    ($14,249 )     ($61,175 )     ($31,925 )   $ 3,166     $ 7,819  
     
 
                                       
FINANCIAL CONDITION
                                       
Total assets
  $ 915,684     $ 986,486     $ 1,121,918     $ 1,046,981     $ 855,931  
Mortgage loans held for sale
    353       1,129       1,834       1,316       1,823  
Securities, available for sale
    54,811       46,300       84,148       8,902       5,878  
Federal Home Loan Bank stock
    3,605       3,698       3,614       2,072       1,288  
Loans
    735,851       833,136       933,269       952,084       756,420  
Allowance for loan losses
    (27,971 )     (35,125 )     (14,452 )     (10,617 )     (7,775 )
Other assets
    149,035       137,348       113,505       93,224       98,297  
Deposits
    812,101       867,955       938,395       822,627       633,216  
Federal Home Loan Bank advances
    63,716       63,855       65,019       41,370       25,561  
Subordinated debentures
    10,000       10,000       10,000       10,000       10,000  
Other borrowings
                2,461       30,580       37,919  
Other liabilities
    2,908       2,731       2,732       4,856       4,250  
Stockholders’ equity
    26,959       41,945       103,311       137,548       144,985  
 
                                       
PER SHARE INFORMATION (1)
                                       
Net income (loss) per common share — basic
    ($1.86 )     ($8.00 )     ($3.99 )   $ 0.37     $ 1.23  
Net income (loss) per common share — diluted
    ($1.86 )     ($8.00 )     ($3.99 )   $ 0.36     $ 1.17  
Book value per common share
  $ 3.51     $ 5.46     $ 13.42     $ 16.70     $ 16.15  
Average shares outstanding — basic
    7,645,940       7,645,076       8,007,345       8,602,704       6,372,471  
Average shares outstanding — diluted
    7,645,940       7,645,076       8,007,345       8,827,531       6,672,319  
Shares outstanding at end of period
    7,685,705       7,687,470       7,696,204       8,237,413       8,975,085  
 
                                       
OTHER DATA
                                       
Return on average assets
    -1.50 %     -5.79 %     -3.02 %     0.30 %     1.02 %
Return on average equity
    -37.82 %     -71.83 %     -23.51 %     2.21 %     8.20 %
Net interest margin
    3.75 %     3.07 %     3.29 %     3.48 %     3.80 %
Net interest spread
    3.60 %     2.77 %     2.79 %     2.74 %     3.06 %
Allowance for loan losses to total loans
    3.80 %     4.22 %     1.55 %     1.12 %     1.03 %
Nonperforming assets to total assets
    14.92 %     13.40 %     5.51 %     2.42 %     0.90 %
Stockholders’ equity to total assets
    2.94 %     4.25 %     9.21 %     13.14 %     16.94 %
Total interest expense to gross interest income
    27.45 %     43.07 %     47.43 %     52.05 %     48.03 %
Number of Offices
    17       17       18       19       12  
 
(1)   All share and per share amounts have been adjusted to reflect the issuance of stock dividends.

5


 

COMMITMENT TO COMMUNITY
     Commitment to community is one of the primary principles upon which Dearborn Bancorp, Inc. and its primary subsidiary, Fidelity Bank were founded. Since Fidelity Bank opened for business in 1994, management has emphasized the importance of community involvement and community development as part of the Bank’s mission. In fact, the majority of the Bank’s directors, officers and employees live in the communities that are serviced by the Bank. During 2010, the Bank provided the following local organizations with financial support or personal involvement:
   
American Arab Chamber of Commerce
 
Ann Arbor/Ypsilanti Regional Chamber of Commerce
 
Auburn Hills Chamber of Commerce
 
Birmingham Area Seniors (BASCC)
 
Birmingham Bloomfield Chamber of Commerce
 
Birmingham Optimist Club
 
Boy Scouts of America
 
Canton Chamber of Commerce
 
Canton Community Foundation
 
Canton Senior Center
 
Central Macomb Chamber of Commerce
 
Clinton Township Community Blood Drive
 
Clinton Township Senior Expo
 
Dearborn Baseball
 
Dearborn Board of Realtors
 
Dearborn Chamber of Commerce
 
Dearborn Exchange Club
 
Dearborn Goodfellows
 
Dearborn Heights Chamber of Commerce
 
Dearborn Heights Parks and Recreation
 
Dearborn Heights Spirit Festival
 
Dearborn Kiwanis
 
Dearborn Police Officers Charity
 
Dearborn Public Library
 
Dearborn Rotary Club
 
Dearborn Senior Center
Dearborn Symphony Orchestra
Divine Child School
Downriver Family YMCA
Easter Seals of Michigan
Garden Club of Dearborn
Goodwill Industries of Greater Detroit
Habitat for Humanity
Henry Ford Community College Foundation
Kiwanis Club of Dearborn
Mike Adray Memorial Foundation
NAACP (Detroit Branch)
Oakwood Health Care Foundation
Perry Nursing School
Plymouth Chamber of Commerce
Rochester Regional Chamber of Commerce
Saline 4-H Farmers
Saline Area Chamber of Commerce
Showcase Plymouth
Southern Wayne County Chamber of Commerce
Southgate Senior Center
Washtenaw County 4-H Fair
Wayne County Treasurers Association
West Washtenaw Business Association
YWCA of Western Wayne County

6


 

Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Dearborn Bancorp, Inc.
Dearborn, Michigan
We have audited the accompanying consolidated balance sheets of Dearborn Bancorp, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2010. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dearborn Bancorp, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Corporation will continue as a going concern. As further discussed in Note B, the Corporation has suffered recurring losses resulting from the effects of the economic downturn in their operating region causing its subsidiary bank to be undercapitalized and resulting in a consent order to be issued by its primary regulator. These facts raise substantial doubt about the Corporation’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BKD, LLP
Indianapolis, Indiana
March 21, 2011

7


 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining an effective system of internal control over financial reporting presented in conformity with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control. Accordingly, even an effective system of internal control can provide only reasonable assurance with respect to financial statement preparation.
Management assessed the Corporation’s systems of internal control over financial reporting presented in conformity with generally accepted accounting principles as of December 31, 2010. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2010, Dearborn Bancorp, Inc. maintained effective control over financial reporting presented in conformity with generally accepted accounting principles based on those criteria.
Dearborn Bancorp, Inc. and Subsidiary
         
     
  /s/ Michael J. Ross    
  Michael J. Ross   
  President and Chief Executive Officer   
     
  /s/ Jeffrey L. Karafa    
  Jeffery L. Karafa   
  Vice President, Treasurer and Secretary   
 

8


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
                 
    December 31,  
(Dollars, in thousands)   2010     2009  
ASSETS
               
Cash and cash equivalents
               
Cash and due from banks
  $ 6,645     $ 7,803  
Federal funds sold
    55       156  
Interest bearing deposits with banks
    87,075       69,538  
 
           
Total cash and cash equivalents
    93,775       77,497  
 
               
Mortgage loans held for sale
    353       1,129  
Securities available for sale
    54,811       46,300  
Federal Home Loan Bank stock
    3,605       3,698  
Loans
               
Loans
    735,851       833,136  
Allowance for loan losses
    (27,971 )     (35,125 )
 
           
Net loans
    707,880       798,011  
 
               
Premises and equipment, net
    19,195       20,194  
Real estate owned
    21,502       23,435  
Accrued interest receivable
    3,286       3,562  
Other assets
    11,277       12,660  
 
           
 
               
Total assets
  $ 915,684     $ 986,486  
 
           
 
               
LIABILITIES
               
Deposits
               
Non-interest bearing deposits
  $ 88,266     $ 83,873  
Interest bearing deposits
    723,835       784,082  
 
           
Total deposits
    812,101       867,955  
 
               
Other liabilities
               
Federal Home Loan Bank advances
    63,716       63,855  
Accrued interest payable
    1,056       1,046  
Other liabilities
    1,852       1,685  
Subordinated debentures
    10,000       10,000  
 
           
Total liabilities
    888,725       944,541  
 
               
STOCKHOLDERS’ EQUITY
               
Common stock — no par value 100,000,000 shares authorized, 7,685,706 and 7,687,470 shares outstanding in 2010 and 2009, respectively
    132,083       131,929  
Accumulated deficit
    (104,099 )     (89,850 )
Accumulated other comprehensive income (loss)
    (1,025 )     (134 )
 
           
Total stockholders’ equity
    26,959       41,945  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 915,684     $ 986,486  
 
           
The accompanying notes are an integral part of these consolidated statements.

9


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
                 
    Years Ended December 31,  
(In thousands, except share data)   2010     2009  
Interest income
               
Interest on loans
  $ 45,668     $ 53,273  
Interest on securities, available for sale
    967       589  
Interest on deposits with banks
    337       374  
Interest on federal funds
    1       17  
 
           
Total interest income
    46,973       54,253  
 
               
Interest expense
               
Interest on deposits
    11,427       20,993  
Interest on other liabilities
    1,467       2,374  
 
           
Total interest expense
    12,894       23,367  
 
               
Net interest income
    34,079       30,886  
Provision for loan losses
    15,978       50,863  
 
           
 
               
Net interest income (loss) after provision for loan losses
    18,101       (19,977 )
 
           
 
               
Non-interest income (loss)
               
Service charges on deposit accounts
    1,448       1,499  
Fees for other services to customers
    89       126  
Gain on the sale of loans
    279       352  
Gain (loss) on the sale of securities
    539       490  
Other than temporary impairment on securities, held to maturity
Portion of loss recognized in other comprehensive income before taxes
               
Net impairment losses recognized in earnings
          (414 )
Loss on the sale of real estate owned
    (476 )     (139 )
Loss on the write-down of real estate owned
    (6,338 )     (2,766 )
Other income
    453       383  
 
           
Total non-interest loss
    (4,006 )     (469 )
 
               
Non-interest expense
               
Salaries and employee benefits
    12,436       12,974  
Occupancy and equipment expense
    3,255       3,623  
Amortization of intangible expense
          595  
Impairment of other intangible assets
          3,997  
FDIC assessment
    4,125       2,843  
Advertising and marketing
    146       237  
Stationery and supplies
    292       429  
Professional services
    1,172       807  
Data processing
    722       905  
Defaulted loan expense
    4,372       4,624  
Other operating expenses
    2,012       1,686  
 
           
Total non-interest expense
    28,532       32,720  
 
           
 
               
Income before federal income tax expense
    (14,437 )     (53,166 )
Income tax expense (benefit)
    (188 )     8,009  
 
           
 
               
Net loss
    ($14,249 )     ($61,175 )
 
           
 
               
Per share data:
               
Net loss — basic
    ($1.86 )     ($8.00 )
Net loss — diluted
    ($1.86 )     ($8.00 )
 
               
Weighted average number of shares outstanding — basic
    7,645,940       7,645,076  
Weighted average number of shares outstanding — diluted
    7,645,940       7,645,076  
The accompanying notes are an integral part of these consolidated statements.

10


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years Ended December 31, 2010 and 2009
                                 
                    Accumulated        
                    Other     Total  
    Common     Retained     Comprehensive     Stockholders’  
    Stock     Earnings     Income     Equity  
Balance, January 1, 2009
  $ 131,784     $ (28,675 )   $ 202     $ 103,311  
 
                               
Stock awards earned
    76                   76  
 
                               
Stock option expense
    69                   69  
 
                               
Net loss
          (61,175 )           (61,175 )
 
                               
Other comprehensive income
                               
Changes in net unrealized gain on securities available for sale
                    (21 )     (21 )
Reclassification adjustment for gain included in net income
                (490 )     (490 )
 
                           
Net change in net unrealized gain on securities available for sale
                (511 )     (511 )
Deferred tax effects
                    175       175  
 
                           
Other comprehensive income
                (336 )     (336 )
 
                               
Total comprehensive income
                            (61,511 )
 
                       
 
                               
Balance, December 31, 2009
  $ 131,929     $ (89,850 )   $ (134 )   $ 41,945  
 
                       
The accompanying notes are an integral part of these consolidated statements.

11


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
Years Ended December 31, 2010 and 2009
                                 
                    Accumulated        
                    Other     Total  
    Common     Retained     Comprehensive     Stockholders’  
    Stock     Earnings     Income     Equity  
Balance, December 31, 2009
  $ 131,929     $ (89,850 )   $ (134 )   $ 41,945  
 
                               
Stock awards earned
    85                   85  
 
                               
Stock option expense
    69                   69  
 
                               
Net loss
          (14,249 )           (14,249 )
 
                               
Other comprehensive income
                               
Changes in net unrealized loss on securities available for sale
                    (282 )     (282 )
Reclassification adjustment for gain included in net income
                (539 )     (539 )
 
                           
Net change in net unrealized loss on securities available for sale
                (821 )     (821 )
Deferred tax effects
                    (70 )     (70 )
 
                           
Other comprehensive loss
                (891 )     (891 )
 
                               
Total comprehensive income
                            (15,140 )
 
                       
 
                               
Balance, December 31, 2010
  $ 132,083     $ (104,099 )   $ (1,025 )   $ 26,959  
 
                       
The accompanying notes are an integral part of these consolidated statements.

12


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    Years Ended December 31,  
(In thousands)   2010     2009  
Cash flows from operating activities
               
Interest and fees received
  $ 47,249     $ 54,190  
Interest paid
    (12,724 )     (24,016 )
Proceeds from sale of mortgages held for sale
    25,217       34,291  
Origination of mortgages held for sale
    (24,162 )     (33,234 )
Taxes refunded
    4,074       700  
Loss on sale of real estate owned
    (476 )     (139 )
Gain on sale of securities
    539       490  
Cash paid to suppliers and employees
    (27,574 )     (23,286 )
 
           
Net cash provided by operating activities
    12,143       8,996  
 
               
Cash flows from investing activities
               
Sale of securities available for sale
    52,116       54,208  
Proceeds from calls, maturities and repayments of securities available for sale
    5,996       53,078  
Purchases of securities available for sale
    (67,502 )     (70,641 )
Redemption (purchase) of Federal Home Loan Bank stock
    93       (84 )
Decrease in loans, net of payments received
    57,922       48,381  
Proceeds from the sale of real estate owned
    11,615       4,879  
Purchases of property and equipment
    (112 )     (257 )
 
           
Net cash used in investing activities
    60,128       89,564  
 
               
Cash flows from financing activities
               
Net increase in non-interest bearing deposits
    4,393       2,556  
Net decrease in interest bearing deposits
    (60,247 )     (72,996 )
Decrease in repurchase agreements
          (2,461 )
Proceeds from Federal Home Loan Bank advances
          29,000  
Repayments on Federal Home Loan Bank advances
    (139 )     (30,164 )
 
           
Net cash used in financing activities
    (55,993 )     (74,065 )
 
               
Increase in cash and cash equivalents
    16,278       24,495  
Cash and cash equivalents at the beginning of year
    77,497       53,002  
 
           
 
               
Cash and cash equivalents at the end of year
  $ 93,775     $ 77,497  
 
           
The accompanying notes are an integral part of these consolidated statements.

13


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                 
    Years Ended December 31,  
(In thousands)   2010     2009  
Reconciliation of net loss to net cash provided by operating activities Net loss
  $ (14,249 )   $ (61,175 )
Adjustments to reconcile net income to net cash provided by operating activities
               
Provision for loan losses
    15,978       50,863  
Depreciation expense
    1,111       1,335  
Decrease in deferred tax asset
          16,794  
Restricted stock award expense
    85       69  
Stock option expense
    68       76  
Accretion of discount on investment securities
    (243 )     (52 )
Amortization of premium on investment securities
    301       331  
Write-down of real estate owned
    6,338       2,766  
Amortization of intangible assets
          595  
Impairment of other intangible assets
          3,997  
Impairment of securities, held to maturity
          414  
Decrease in mortgages held for sale
    776       705  
(Increase) decrease in interest receivable
    276       (63 )
Increase (decrease) in interest payable
    10       (649 )
(Increase) decrease in other assets
    1,525       (7,658 )
Increase in other liabilities
    167       648  
 
           
 
               
Net cash provided by operating activities
  $ 12,143     $ 8,996  
 
           
 
               
Supplemental noncash disclosures:
               
Transfers from loans to real estate owned
  $ 16,231     $ 21,547  
The accompanying notes are an integral part of these consolidated statements.

14


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.
Nature of Operations and Principals of Consolidation
Dearborn Bancorp, Inc. (the “Corporation”) was incorporated in Michigan on September 30, 1992. The Corporation’s primary subsidiary, Community Bank of Dearborn (the “Bank”), began operations on February 28, 1994. As discussed in Note B, the Corporation acquired Fidelity Financial Corporation of Michigan on January 4, 2007 and merged its operations into the Bank. On April 30, 2007, the Community Bank of Dearborn was renamed Fidelity Bank. The Bank operates seventeen banking offices in Dearborn (2), Dearborn Heights, Plymouth Township, Canton Township, Clinton Township (2), Southgate, Auburn Hills, Saline, Ann Arbor, Birmingham, Bloomfield Township, Bingham Farms, Southfield (2) and Shelby Township in Michigan, offering a full range of banking services to individuals and businesses. The Bank also operates Community Bank Insurance Agency, Inc., an insurance agency with limited activities and Community Bank Audit Services, Inc., a company that offers internal auditing services to financial institutions.
The Bank’s primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are commercial, residential mortgage, and consumer loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by both residential and commercial real estate. Other financial instruments which potentially represent concentrations of credit risk include deposit accounts in other financial institutions.
While the Corporation’s management monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Corporation-wide basis. Accordingly, all of the Corporation’s banking operations are considered by management to be aggregated in one reportable operating segment.
The consolidated financial statements include the accounts of Dearborn Bancorp, Inc. and its wholly-owned subsidiary, Fidelity Bank and its wholly-owned subsidiaries, Community Bank Insurance Agency, Inc. and Community Bank Audit Services, Inc. All significant intercompany transactions are eliminated in consolidation.
Use of Estimates
In the preparation of financial statements, management is required to make estimates and assumptions that affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates that are more susceptible to change in the near term include the allowance for loan losses, fair value of real estate owned, fair value of certain financial instruments, and the carrying value of intangible assets.

15


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Corporation considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2010 and 2009, cash equivalents consisted primarily of interest-bearing deposits with banks and federal funds sold.
One or more of the financial institutions holding the Corporation’s cash accounts are participating in the FDIC’s Transaction Account Guarantee Program. Under the program, through December 31, 2010, all noninterest-bearing transaction accounts at these institutions are fully guaranteed by the FDIC for the entire amount in the account. Pursuant to legislation enacted in 2010, the FDIC will fully insure all noninterest-bearing transaction accounts beginning December 31, 2010 through December 31, 2012, at all FDIC-insured institutions.
For financial institutions opting out of the FDIC’s Transaction Account Guarantee Program or interest-bearing cash accounts, the FDIC’s insurance limits were permanently increased to $250,000, effective July 21, 2010. At December 31, 2010, the Corporation’s cash accounts exceeded federally insured limits by approximately $46,417,000 of which approximately $45,871,000 was held with the Federal Reserve Bank of Chicago and the Federal Home Loan Bank of Indianapolis.
Restrictions on Cash
The Corporation was required to have $282,000 and $91,000 of cash on hand or on deposit with the Federal Reserve Bank to meet regulatory reserve and clearing requirements at year end 2010 and 2009, respectively. These balances do not earn interest. Additionally, the Corporation pledged securities with a collateral value of $35,045,000 to the Federal Reserve Bank.
Securities
Effective April 1, 2009, the Corporation adopted new accounting guidance related to recognition and presentation of other-than-temporary impairment (ASC 320-10). When the Corporation does not intend to sell a debt security, and it is more likely than not, the Corporation will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income.
As a result of this guidance, the Corporation’s consolidated statement of operations as of December 31, 2010, reflects the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Corporation intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income (loss). The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

16


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Prior to the adoption of the recent accounting guidance on April 1, 2009, management considered, in determining whether other-than-temporary impairment exists, (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs and an allowance for loan losses.
Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income on mortgage and commercial loans is generally discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Consumer loans are typically charged off no later than 180 days past due. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses on loan sales are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

17


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Corporation’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Loan relationships that are rated substandard and are on non-accrual status are considered to be impaired. All impaired loans over $500,000 are individually evaluated. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.
Foreclosed Assets Held for Sale
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets.
Premises and Equipment
Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
     Buildings and improvements — 10 to 39 years
     Furniture and equipment — 3 to 10 years
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. The Corporation reviewed the FHLB Stock and based on the current performance of the Federal Home Loan Bank of Indianapolis, the Corporation determined there was no impairment of this stock at December 31, 2010.

18


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Long-Term Assets
Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Stock Compensation
At December 31, 2010 and 2009, the Corporation has a share-based compensation plan, which is more fully described in Note N.
Loan Commitments and Related Financial Instruments
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Stock Dividends
The fair value of shares issued in stock dividends is transferred from retained earnings to common stock. All share and per share amounts are retroactively adjusted for stock dividends.
Income Taxes
The Corporation files a consolidated federal income tax return. Income tax expense is the total of federal income tax due or refundable and the change in deferred tax assets and liabilities. The Corporation uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. A valuation allowance, if needed, reduces deferred tax amounts to the amount expected to be realized.
Uncertain tax positions are recognized if its more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
The Corporation recognizes interest and/or penalties related to income tax matters in income tax expense.
Reclassifications
Some items in the prior year financial statements were reclassified to conform to the current presentation. These reclassifications had no impact on net income.

19


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.
Earnings (Loss) Per Share
Basic earnings (loss) per share is net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share includes the dilutive effect of additional potential common shares issuable under stock options. Earnings (loss) per share is restated for all stock splits and dividends through the date of issue of the financial statements.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income includes unrealized gains and losses on securities available for sale, net of deferred income tax, which are also recognized as separate components of equity.
Dividend Restrictions
Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Corporation or by the Corporation to stockholders.
Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
Valuation Measurements
Valuation methodologies often involve a significant degree of judgment, particularly when there are no observable active markets for the items being valued. Investment securities and residential mortgage loans held for sale are carried at fair value, as defined in ASC 820, “Fair Value Measurements and Disclosures”, which requires key judgments affecting how fair value for such assets and liabilities is determined. To determine the values of these assets and liabilities, as well as the extent to which related assets may be impaired, management makes assumptions and estimates related to discount rates, asset returns, prepayment rates and other factors. The use of different discount rates or other valuation assumptions could produce significantly different results, which could affect the Corporation’s results of operations.

20


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Adoption of New Accounting Standards
FASB ASU 2009-16, Transfers and Servicing (Topic 860); Accounting for Transfers of Financial Assets — ASU 2009-16 requires more information about transfers of financial assets, including securitization transactions, and where entities have continued exposure to the risks related to transferred assets. The Corporation adopted ASU 2009-16 effective January 1, 2010 and adoption did not have a material effect on its financial position or results of operations.
ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 revises two disclosure requirements concerning fair value measurements and clarifies two others. It requires separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers. It will also require the presentation of purchases, sales, issuances, and settlements within Level 3 on a gross basis rather than a net basis. The amendments also clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements. The Company’s disclosures about fair value measurements are presented in Note E — Disclosures About Fair Value of Assets and Liabilities. These new disclosure requirements were effective for the period ended March 31, 2010, except for the requirement concerning gross presentation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. There was no significant effect to the Corporation’s financial statement disclosure upon adoption of this ASU.
ASU No. 2010-09, Subsequent Events (Topic 855) — Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 amends the subsequent events disclosure guidance. The amendments include a definition of an SEC filer, requires an SEC filer or conduit bond obligor to evaluate subsequent events through the date the financial statements are issued, and removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated. ASU 2010-09 was effective upon issuance for us. The impact of ASU 2010-09 on our disclosures is reflected in Subsequent Events footnote.
FASB ASU 2010-18 — Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset. This Update clarifies that modifications of loans that are accounted for within a pool under Subtopic 310-30, which provides guidance on accounting for acquired loans that have evidence of credit deterioration upon acquisition, do not result in the removal of those loans from the pool even if the modification would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. The amendments do not affect the accounting for loans under the scope of Subtopic 310-30 that are not accounted for within pools. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40. The Corporation has adopted ASU 2010-18, but does not anticipate that its adoption will have an impact on its financial statements.

21


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Adoption of New Accounting Standards
ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 requires that more information be disclosed about the credit quality of a company’s loans and the allowance for loan losses held against those loans. A company will need to disaggregate new and existing disclosure based on how it develops its allowance for loan losses and how it manages credit exposures. Existing disclosures to be presented on a disaggregated basis include a roll-forward of the allowance for loan losses, the related recorded investment in such loans, the nonaccrual status of loans, and impaired loans. Additional disclosure is also required about the credit quality indicators of loans by class at the end of the reporting period, the aging of past due loans, information about troubled debt restructurings, and significant purchases and sales of loans during the reporting period by class.
For public companies, ASU 2010-20 requires certain disclosures as of the end of a reporting period effective for periods ending on or after December 15, 2010. Other required disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010. The Corporation’s adoption of these additional disclosures did not have a material effect on its financial position or results of operations.
FASB Accounting Standards Update 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. The amendments in this Update temporarily delay the effective date of the disclosures about troubled debt restructurings in Accounting Standards Update No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated.
The FASB believes this guidance will be effective for interim and annual periods after June 15, 2011.

22


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE B — CONSENT ORDER, WRITTEN ORDER AND GOING CONCERN CONSIDERATIONS
Consent Order
Due to our financial condition, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of Financial and Insurance Regulation for the State of Michigan (“OFIR”) required that our Board of Directors sign a formal enforcement action (“Consent Order”) with the FDIC and OFIR which conveys specific actions needed to address certain findings from their examination and to address our current financial condition. We entered into the Consent Order on February 12, 2010, which contains a list of requirements that are to be met by specific dates. Certain requirements are listed below:
    Completion of a senior management study by an independent consultant
 
    Plans for the reduction of delinquencies and classified assets
 
    Plans for lending and collection policies
 
    Plans for the reduction of loan concentrations
 
    The revision and implementation of a comprehensive strategic plan
 
    The revision of its Liquidity Plan and the submission of weekly liquidity reports to the FDIC and OFIR
The Consent Order also includes a capital directive, which requires the Bank to have and maintain its level of tier 1 capital as a percentage of total assets (capital ratio) at a minimum of 9% and its level of qualifying total capital as a percentage of risk-weighted assets (total risk-based capital ratio) at a minimum of 12%. These ratios are in excess of the statutory minimums to be well-capitalized. At December 31, 2010, the Bank’s total risk-based capital ratio was 6.17%. Additionally, the Bank is prohibited from declaring or paying any cash dividends without prior written consent of the FDIC.
The Bank submitted a Capital Restoration Plan (“CRP”) to the FDIC and OFIR on December 15, 2009, due to our undercapitalized status based on our September 30, 2009 regulatory report of condition and income. This CRP was rejected because capital has not been successfully raised within the 120 days of the issuance of the consent order. An amended CRP was submitted on May 24, 2010. This CRP was also rejected because capital has not been successfully raised. The CRP addresses, among other things, the steps management will take to cause our capital levels to return to the minimum level to be adequately capitalized.
The Bank is currently undercapitalized. Failure to meet the minimum ratios set forth in the Consent Order could result in regulators taking additional enforcement action against us. With the exception of raising additional capital, the Bank has met all of the provisions of the consent order.
Written Order
Due to our financial condition, the Federal Reserve Bank of Chicago (“FRB”) required that our Board of Directors sign a formal enforcement action (“Consent Order”) with the FRB which conveys specific actions needed to address certain findings from their examination and to address our current financial condition. We entered into the Written Order on June 15, 2010, which contains certain requirements that are to be met by specific dates, including the submission of a capital plan, the submission of annual cash flow projections and the submission of quarterly update reports.
With the exception of raising additional capital, management believes that it has met all of the provisions of the written order.

23


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE B — CONSENT ORDER, WRITTEN ORDER AND GOING CONCERN CONSIDERATIONS Con’t)
Going Concern
As a result of the effects of the economic downturn and the bankruptcy and downsizing of two major automotive manufacturers headquartered in our region, the capital of the Corporation and the Bank has been significantly depleted. Management is currently attempting to raise additional capital that will return the Bank to compliance with regulatory capital requirements of the Consent Order. Our ability to raise capital is contingent on the current capital markets and our financial performance. Available capital markets are not currently favorable and we cannot be certain of our ability to raise capital on any terms.
The losses reported by the Corporation during 2008 and 2009 were primarily due to large provisions for loan losses, the impairment of goodwill and other intangible assets and the establishment of a valuation allowance against the Corporation’s deferred tax asset. The loss reported during 2010 was primarily due to costs related to non-performing loans, primarily the provision for loan losses, losses on the writedown and sale of real estate owned and defaulted loan expense. The losses on the writedown of real estate owned was primarily due to the decline in the appraised values on these properties. Prior to sustaining these losses in 2008, 2009 and 2010, the Corporation had a history of profitable operations. Our return to profitable operations is contingent on the economic recovery in our region and the stability of collateral values of the real estate that secures many of our loans. It is difficult to predict when the economy will begin to recover and the impact of that recovery on our operations. Therefore, we cannot predict the timing of our return to profitable operations.
While the Corporation believes that it may be able to raise sufficient capital to meet its capital requirements and manage loan losses in the near term until such time that the local economy improves without having to liquidate assets, the realization of assets in other than the normal course of business in order to provide liquidity could result in losses not reflected in these financial statements.

24


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE C — SECURITIES
The amortized cost and fair value for securities available for sale and the unrealized gains and losses recognized as accumulated other comprehensive income were as follows (in thousands):
                                 
    December 31, 2010  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
Government sponsored enterprises (GSE) — mortgage backed securities
  $ 55,586     $ 1       ($1,026 )   $ 54,561  
Other securities
    250                   250  
 
                       
 
                               
Totals
  $ 55,836     $ 1       ($1,026 )   $ 54,811  
 
                       
                                 
    December 31, 2009  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
US Government sponsored agency securities
  $ 12,759     $ 20       ($30 )   $ 12,749  
Corporate bonds
    33,308             (197 )     33,111  
Government sponsored enterprises (GSE) — mortgage backed securities
    101       3             104  
Other securities
    336                   336  
 
                       
 
                               
Totals
  $ 46,504     $ 23       ($227 )   $ 46,300  
 
                       
The amortized cost and fair value of securities available for sale at December 31, 2010 by contractual maturity are shown below (in thousands). Securities not due at a single maturity date , such as mortgage backed securities are shown separately:

25


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE C — SECURITIES (Continued)
                 
    Amortized     Fair  
    Cost     Value  
 
Due in over ten years
  $ 250     $ 250  
GSE — mortgage backed securities
    55,586       54,561  
 
           
 
               
Totals
  $ 55,836     $ 54,811  
 
           
Sales of available for sale securities for the years ended December 31, are as follows (in thousands):
                 
    2010     2009  
Proceeds
  $ 52,116     $ 54,208  
Gross gains
    539       492  
Gross losses
          2  
Securities having a carrying value of $44,620,000 and $15,441,000 at December 31, 2010 and 2009, respectively, were pledged to secure Federal Home Loan Bank of Indianapolis advances, time deposits and clearing activity with the Federal Reserve Bank.
Securities with unrealized losses at year-end 2010 and 2009, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
                                                 
                    December 31, 2010        
    Less than one year     One year or more     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
Investment category   Value     Loss     Value     Loss     Value     Loss  
 
GSE — mortgage backed securities
  $ 54,526     (1,026 )   $     $     $ 54,526     (1,026 )
 
                                   
 
                                               
Total temporarily impaired
  $ 54,526     (1,026 )   $     $     $ 54,526     (1,026 )
 
                                   
                                                 
                    December 31, 2009        
    Less than one year     One year or more     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
Investment category   Value     Loss     Value     Loss     Value     Loss  
 
US Government sponsored entity securities
  $ 6,657     (30 )   $     $     $ 6,657     (30 )
Corporate bonds
    33,111       (197 )                 33,111       (197 )
 
                                   
Total temporarily impaired
  $ 39,768     (227 )   $     $     $ 39,768     (227 )
 
                                   

26


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE C — SECURITIES (Continued)
The unrealized losses on the Corporation’s investments at December 31, 2010 were caused by interest rate increases. Additionally, these securities are issued by an agency of the United States of America and are backed fully by the United States Government. Because the Corporation does not intend to sell the investments and it is not more likely than not the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at December 31, 2010.
NOTE D — LOANS
Major categories of loans included in the portfolio at December 31 are as follows (in thousands):
                         
                    Percent  
    2010     2009     Incr(decr)  
Consumer loans
  $ 25,871     $ 29,386       (11.96 %)
Commercial, financial, & other
    121,015       144,630       (16.33 %)
Construction and land development loans
    55,126       83,464       (33.95 %)
Commercial real estate mortgages
    495,501       531,156       (6.71 %)
Residential real estate mortgages
    38,338       44,500       (13.85 %)
 
                 
 
                       
Total loans
    735,851       833,136       (11.68 %)
 
                       
Allowance for loan losses
    (27,971 )     (35,125 )        
 
                   
 
                       
Loans, net
  $ 707,880     $ 798,011          
 
                   
Certain directors and executive officers of the Corporation, including their related interests, were loan customers of the Bank during 2010 and 2009. These loan transactions for the years ended December 31, are as follows (in thousands):
                 
    2010     2009  
Balance, beginning of year
  $ 1,096     $ 2,042  
 
               
New loans during period
           
 
               
Repayments made during period
    (480 )     (946 )
 
           
Balance, end of period
  $ 616     $ 1,096  
 
           

27


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
Impaired loans and non-performing loans are defined differently. Impaired loans are loans for which the collection of principal and interest according to the contractual terms of the agreement is not probable. Non-performing loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.
An analysis of impaired loans by loans type at December 31, 2010 and 2009 (in thousands) is listed below:
                                         
                            Average        
    Unpaid                   Investment     Interest  
    Principal     Recorded     Specific     In Impaired     Income  
Loans at December 31, 2010   Balance     Investment     Allowance     Loans     Recognized  
Without a specific valuation allowance
                                       
Consumer loans
  $ 1,886     $ 1,533     $     $ 1,102     $  
Commercial, financial and other
    22,412       16,472             17,827       125  
Construction and land development
    31,156       17,709             22,530       96  
Commercial real estate mortgages
    41,773       36,818             38,794       927  
Residential real estate mortgages
    1,323       1,166             2,181        
 
                             
 
                                       
Total
  $ 98,550     $ 73,698     $     $ 82,434     $ 1,148  
 
                             
 
                                       
With a specific valuation allowance
                                       
Consumer loans
  $     $     $     $     $  
Commercial, financial and other
    3,910       3,910       1,135       3,933       90  
Construction and land development
    18,364       18,296       5,280       10,976       240  
Commercial real estate mortgages
    22,174       20,628       4,310       17,545       497  
Residential real estate mortgages
                             
 
                             
 
                                       
Total
  $ 44,448     $ 42,834     $ 10,725     $ 32,454     $ 827  
 
                             
 
                                       
Total
                                       
Consumer loans
  $ 1,886     $ 1,533     $     $ 1,102     $  
Commercial, financial and other
    26,322       20,382       1,135       21,760       215  
Construction and land development
    49,520       36,005       5,280       33,506       336  
Commercial real estate mortgages
    63,947       57,446       4,310       56,339       1,424  
Residential real estate mortgages
    1,323       1,166             2,181        
 
                             
 
                                       
Total Impaired Loans
  $ 142,998     $ 116,532     $ 10,725     $ 114,888     $ 1,975  
 
                             

28


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
                                         
                            Average        
    Unpaid                   Investment     Interest  
    Principal     Recorded     Specific     In Impaired     Income  
Loans at December 31, 2009   Balance     Investment     Allowance     Loans     Recognized  
Loans without a specific valuation allowance
                                       
Consumer loans
  $ 881     $ 881     $     $ 981     $  
Commercial, financial and other
    14,478       13,143             10,737       239  
Construction and land development
    32,996       22,286             22,002       47  
Commercial real estate mortgages
    52,670       45,418             41,355       1,336  
Residential real estate mortgages
    1,547       1,498             1,366        
 
                             
 
                                       
Total
  $ 102,572     $ 83,226     $     $ 76,441     $ 1,622  
 
                             
 
                                       
Loans with a specific valuation allowance
                                       
Consumer loans
  $ 358     $ 358     $ 282     $ 179     $  
Commercial, financial and other
    15,548       15,548       4,495       7,893       252  
Construction and land development
    10,048       8,007       2,384       7,274        
Commercial real estate mortgages
    16,150       18,834       3,449       10,334       475  
Residential real estate mortgages
    855       806       105       429        
 
                             
 
                                       
Total
  $ 42,959     $ 43,553     $ 10,715     $ 26,109     $ 727  
 
                             
 
                                       
Total
                                       
Consumer loans
  $ 1,239     $ 1,239     $ 282     $ 1,160     $  
Commercial, financial and other
    30,026       28,691       4,495       18,630       491  
Construction and land development
    43,044       30,293       2,384       29,276       47  
Commercial real estate mortgages
    68,820       64,252       3,449       51,689       1,811  
Residential real estate mortgages
    2,402       2,304       105       1,795        
 
                             
 
                                       
Total Impaired Loans
  $ 145,531     $ 126,779     $ 10,715     $ 102,550     $ 2,349  
 
                             
                         
    2010     2009     2008  
Troubled debt restructuring and still accruing
  $ 48,527     $ 59,420     $ 17,765  
Over 90 days past due and still accruing
                450  
Non-accrual loans
    66,563       49,341       51,708  
 
                 
Total non-performing loans
    115,090       108,761       69,923  
 
                       
Real estate owned
    21,502       23,435       9,657  
 
                 
Other non-performing assets
    21,502       23,435       9,657  
 
                       
Total non-performing assets
  $ 136,592     $ 132,196     $ 79,580  
 
                 

29


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
Non-performing loans included troubled debt restructuring of $48,527,000 at December 31, 2010. These loans were qualified as troubled debt restructuring due to changes from principal and interest payments to interest only payments, reduction of interest rates, or the lengthening of the amortization. Valuation allowances in the amount of $6,310,000 were recorded against the loans. At December 31, 2010, all loans classified as troubled debt restructuring were current according to their restructured terms.
An aging analysis of loans at December 31, 2010 and 2009 is listed below (in thousands):
                                         
                    90 Days                
    30 - 59     60 - 89     or More                
    Days     Days     Past Due or             Total  
At December 31, 2010   Past Due     Past Due     Non-Accrual     Current     Loans  
Consumer loans
  $ 47     $ 168     $ 1,533     $ 24,123     $ 25,871  
Commercial, financial and other
    951       524       15,729       103,811       121,015  
Construction and land development
    4,000             18,925       31,449       55,126  
Commercial real estate mortgages
    4,478       8,134       29,210       454,431       495,501  
Residential real estate mortgages
                1,166       37,172       38,338  
 
                             
 
                                       
Total Loans
  $ 9,476     $ 8,826     $ 66,563     $ 650,986     $ 735,851  
 
                             
                                         
                    90 Days                
    30 - 59     60 - 89     or More                
    Days     Days     Past Due or             Total  
At December 31, 2009   Past Due     Past Due     Non-Accrual     Current     Loans  
Consumer loans
  $ 230     $ 40     $ 1,239     $ 27,877     $ 29,386  
Commercial, financial and other
    739       1,279       9,125       133,487       144,630  
Construction and land development
          596       22,372       60,496       83,464  
Commercial real estate mortgages
    2,643       3,807       14,582       510,124       531,156  
Residential real estate mortgages
    369       10       2,023       42,098       44,500  
 
                             
 
                                       
Total Loans
  $ 3,981     $ 5,732     $ 49,341     $ 774,082     $ 833,136  
 
                             
All loans that were 90 days or more past due at December 31, 2010 and 2009 were on non-accrual status.

30


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
     Loans on non-accrual status at December 31, 2010 and 2009 are listed below (in thousands):
                 
    2010     2009  
Consumer loans
  $ 1,533     $ 1,239  
Commercial, financial and other
    15,729       9,125  
Construction and land development
    19,677       22,372  
Commercial real estate mortgages
    28,458       14,582  
Residential real estate mortgages
    1,166       2,023  
 
           
 
               
Total Loans
  $ 66,563     $ 49,341  
 
           
Loans segregated by risk category based on performance status at December 31, 2010 and 2009 are listed below (in thousands):
                         
At December 31, 2010   Performing     Non-performing     Total Loans  
Consumer loans
  $ 24,338     $ 1,533     $ 25,871  
Commercial, financial and other
    100,679       20,336       121,015  
Construction and land development
    19,366       35,760       55,126  
Commercial real estate mortgages
    439,206       56,295       495,501  
Residential real estate mortgages
    37,172       1,166       38,338  
 
                 
 
                       
Total Loans
  $ 620,761     $ 115,090     $ 735,851  
 
                 
                         
At December 31, 2009   Performing     Non-performing     Total Loans  
Consumer loans
  $ 28,147     $ 1,239     $ 29,386  
Commercial, financial and other
    119,908       24,722       144,630  
Construction and land development
    57,020       26,444       83,464  
Commercial real estate mortgages
    476,822       54,334       531,156  
Residential real estate mortgages
    42,477       2,023       44,500  
 
                 
 
                       
Total Loans
  $ 724,374     $ 108,762     $ 833,136  
 
                 

31


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
The corporation utilizes a rating system to assign a risk rating to all loans in the loan portfolio. The rating system used consists of classification grading from one through nine which identifies the inherent risk associated with a loan. A description of the risk grades is listed below:
Excellent Quality (Pass)
Borrower may be a privately held company with a strong balance sheet, consistent earnings, and worthy of unsecured credit. Leverage and liquidity are average to slightly better than average within industry. History of profitable operations, but conditions exist that would suggest borrower’s earnings could temporarily decline due to market or economic conditions. Cash flow is adequate and profit margins are slightly above average within the industry.
Good Quality (Pass)
Subject to normal degree of risk. Cash flow adequate to service debt, but is susceptible to some deterioration due to seasonal or economic fluctuations. Balance sheet contains some leverage, and liquidity could be temporarily tight. There could be some asset concentration.
Satisfactory Quality (Pass)
Reasonable risk. Some unfavorable characteristics would be reliance on single product or major customer concentration, volatility of earnings or increasing leverage which is still within normal industry parameters.
Acceptable Risk (Pass)
More unpredictability in earnings and cash flow. Borrower may have experienced modest and presumably temporary losses (less than 10% of capital), however cash flow is still sufficient to meet debt service. Leverage and liquidity are below normal industry standards. Secondary source of repayment may be limited.
Watch
A Watch asset is not considered “rated” or “classified” for regulatory purpose, but is considered a criticized asset, which bears watching due to some modest deterioration in financial performance or external threats, such as lawsuit, environmental issue, or potential loss of a significant customer. The following points are characteristics which a Monitor asset may exhibit: financial condition has taken a negative turn and may be temporarily strained; borrower may have experienced recent losses from operations up to 20% of net worth, cash flow may be insufficient to service debt in the most recent six month period. This rating also applies to all other real estate loans performing at a level slightly under the parameters as originally underwritten.
Special Mention
A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan, or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. The following are some of the attributes of a Special Mention credit: loans are currently protected, but are potentially weak due to negative trends in the balance sheet or income statement; there is a lack of effective control over the collateral or documentation deficiencies exists; there is a potential risk of payment default; management’s ability to cope with the current financial condition is questioned; collateral coverage is becoming strained but is still acceptable; operating losses may exceed 20% of capital. This rating applies to all other real estate loans performing at a level significantly under the level as originally underwritten.

32


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
Substandard
This grade includes “Substandard” loans in accordance with regulatory guidelines. Loans categorized in this grade possess a well defined credit weakness and the likelihood of repayment from the primary source is uncertain. Significant financial deterioration has occurred and very close attention is warranted to ensure the full repayment without loss. Collateral coverage may be marginal. All non-accrual loans will be rated “7” or higher.
Doubtful
This grade includes “Doubtful” loans in accordance with regulatory guidelines. Such loans have been placed on non-accrual status and may be heavily dependent upon collateral possessing a value that is difficult to determine or based upon some near-term event which lacks clear certainty. These loans have all of the weaknesses of those classified as Substandard however, based on existing conditions, these weaknesses make full collection of the principal balance highly improbable.
Loss
Assets classified as Loss are determined to be uncollectible based on current facts. Accordingly, they should be classified as “Loss” and promptly charged off.
Loans segregated by risk category based on internally assigned risk ratings at December 31, 2010 and 2009 are listed below (in thousands):
                                         
            Special                     Total  
At December 31, 2010   Pass     Mention     Substandard     Doubtful     Loans  
Consumer loans
  $ 22,988     $     $ 2,798     $ 85     $ 25,871  
Commercial, financial and other
    77,076       14,298       29,641             121,015  
Construction and land development
    13,355       5,546       36,225             55,126  
Commercial real estate mortgages
    338,194       56,410       100,897             495,501  
Residential real estate mortgages
    35,750       771       1,817             38,338  
 
                             
 
                                       
Total Loans
  $ 487,363     $ 77,025     $ 171,378     $ 85     $ 735,851  
 
                             
                                         
            Special                     Total  
At December 31, 2009   Pass     Mention     Substandard     Doubtful     Loans  
Consumer loans
  $ 27,277     $ 152     $ 1,476     $ 481     $ 29,386  
Commercial, financial and other
    106,789       7,620       28,702       1,519       144,630  
Construction and land development
    28,364       13,906       37,870       3,324       83,464  
Commercial real estate mortgages
    424,256       42,421       64,106       373       531,156  
Residential real estate mortgages
    40,243       888       2,685       684       44,500  
 
                             
 
                                       
Total Loans
  $ 626,929     $ 64,987     $ 134,839     $ 6,381     $ 833,136  
 
                             

33


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
Activity in the allowance for loan losses during 2010 by loan type is further described below (in thousands):
                                                 
            Commercial ,     Construction     Commercial     Residential        
            Financial     and Land     Real Estate     Real Estate        
    Consumer     & Other     Development     Mortgages     Mortgages     Total  
Balance at January 1, 2010
  $ 819     $ 6,498     $ 12,169     $ 15,286     $ 353     $ 35,125  
 
                                               
Provision for loan losses
    1,112       6,128       7,926       649       163       15,978  
 
                                               
Charge-offs
    1,019       6,385       12,269       4,455       276       24,404  
Recoveries
    203       330       44       622       73       1,272  
 
                                   
Net Charge-offs
    816       6,055       12,225       3,833       203       23,132  
 
                                   
 
                                               
Balance at December 31, 2010
  $ 1,115     $ 6,571     $ 7,870     $ 12,102     $ 313     $ 27,971  
 
                                   
                                                 
    Allowance For Loan Losses Evaluated at December 31, 2010  
            Commercial ,     Construction     Commercial     Residential        
            Financial     and Land     Real Estate     Real Estate        
    Consumer     & Other     Development     Mortgages     Mortgages     Total  
Individually Evaluated For Impairment
  $     $ 373     $ 5,280     $ 5,072     $     $ 10,725  
Collectively Evaluated For Impairment
    1,136       6,292       2,036       7,438       344       17,246  
 
                                   
 
                                               
Allowance for
                                               
loan losses
  $ 1,136     $ 6,665     $ 7,316     $ 12,510     $ 344     $ 27,971  
 
                                   
                                                 
    Loans Evaluated at December 31, 2010  
            Commercial ,     Construction     Commercial     Residential        
            Financial     and Land     Real Estate     Real Estate        
    Consumer     & Other     Development     Mortgages     Mortgages     Total  
Individually Evaluated For Impairment
  $ 1,533     $ 20,382     $ 36,005     $ 57,446     $ 1,166     $ 116,532  
Collectively Evaluated For Impairment
    24,338       100,633       19,121       438,055       37,172       619,319  
 
                                   
 
                                               
Total loans
  $ 25,871     $ 121,015     $ 55,126     $ 495,501     $ 38,338     $ 735,851  
 
                                   

34


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE D — LOANS (Continued)
                                                 
            Commercial ,     Construction     Commercial     Residential        
            Financial     and Land     Real Estate     Real Estate        
    Consumer     & Other     Development     Mortgages     Mortgages     Total  
Balance at January 1, 2009
  $ 163     $ 1,532     $ 8,050     $ 4,509     $ 198     $ 14,452  
 
                                               
Provision for loan losses
    1,634       9,505       21,269       17,635       820       50,863  
 
                                               
Charge-offs
    1,154       4,878       17,257       6,919       701       30,909  
Recoveries
    176       339       107       61       36       719  
 
                                   
Net Charge-offs
    978       4,539       17,150       6,858       665       30,190  
 
                                   
 
                                               
Balance at December 31, 2009
  $ 819     $ 6,498     $ 12,169     $ 15,286     $ 353     $ 35,125  
 
                                   
                                                 
    Allowance For Loan Losses Evaluated at December 31, 2009  
            Commercial ,     Construction     Commercial     Residential        
            Financial     and Land     Real Estate     Real Estate        
    Consumer     & Other     Development     Mortgages     Mortgages     Total  
Individually Evaluated For Impairment
  $ 282     $ 4,495     $ 2,384     $ 3,420     $ 20     $ 10,601  
Collectively Evaluated For Impairment
    537       2,003       9,785       11,866       333       24,524  
 
                                   
 
                                               
Allowance for loan losses
  $ 819     $ 6,498     $ 12,169     $ 15,286     $ 353     $ 35,125  
 
                                   
                                                 
    Loans Evaluated at December 31, 2009  
            Commercial ,     Construction     Commercial     Residential        
            Financial     and Land     Real Estate     Real Estate        
    Consumer     & Other     Development     Mortgages     Mortgages     Total  
Individually Evaluated For Impairment
  $ 1,239     $ 28,691     $ 30,293     $ 64,252     $ 2,304     $ 126,779  
Collectively Evaluated For Impairment
    28,147       115,939       53,171       466,904       42,196       706,357  
 
                                   
 
                                               
Total loans
  $ 29,386     $ 144,630     $ 83,464     $ 531,156     $ 44,500     $ 833,136  
 
                                   

35


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE E — PREMISES AND EQUIPMENT
Premises and equipment are comprised of the following at December 31 (in thousands):
                 
    2010     2009  
Land and improvements
  $ 7,561     $ 7,728  
Building and improvements
    14,536       14,553  
Furniture and equipment
    7,122       6,988  
 
           
 
    29,219       29,269  
 
               
Less accumulated depreciation
    10,024       9,075  
 
           
 
               
 
  $ 19,195     $ 20,194  
 
           
Depreciation expense for 2010 and 2009 amounted to $1,111,000 and $1,335,000, respectively. Capital expenditures were primarily due to various improvements in technology.
Rent expense for facilities of $983,000 and $1,009,000 was incurred during 2010 and 2009, respectively. Rental commitments under noncancellable operating leases are as follows, before considering renewal options that generally are present (in thousands):
         
2011
  $ 625  
2012
    236  
2013
    203  
2014
    161  
Thereafter
    40  
 
     
 
       
Total
  $ 1,265  
 
     
NOTE F — DEPOSITS
Time deposits of $100,000 or more were $291,478,000 and $303,411,000 at December 31, 2010 and 2009, respectively. Time deposits of $100,000 or more from governmental units, which are included in total time deposits of $100,000 or more were $3,546,000 and $4,366,000 at December 31, 2010 and 2009, respectively.

36


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE F — DEPOSITS (Continued)
Scheduled maturities of time deposits at December 31, 2010 are listed in the following table (in thousands):
                         
    $100,000 and     Less than        
    over     $100,000     Total  
2011
  $ 198,481     $ 219,980     $ 418,461  
2012
    59,846       62,360       122,206  
2013
    4,751       5,901       10,652  
2014
    454       826       1,280  
2015 and thereafter
    1,004       2,411       3,415  
 
                 
 
                       
Totals
  $ 264,536     $ 291,478     $ 556,014  
 
                 
Related party deposits from directors and executive officers of the Corporation were approximately $3,331,000 and $4,233,000 at December 31, 2010 and 2009, respectively.
NOTE G — FEDERAL HOME LOAN BANK ADVANCES
The Bank has entered into an Advances, Pledge and Security Agreement with the Federal Home Loan Bank of Indianapolis (FHLB). Advances were $63,716,000 and $63,855,000 at December 31, 2010 and 2009, respectively. These advances can carry a fixed or floating rate of interest and are secured by a physical collateral agreement with the Federal Home Loan Bank of Indianapolis covering eligible mortgage loans in the amount of $27,510,000, commercial real estate loans in the amount of $95,252,000 and securities available for sale in the amount of $9,757,000. Federal Home Loan Bank advances are comprised of the following at December 31, 2010 and 2009 (in thousands):

37


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE G — FHLB ADVANCES (Continued)
                 
At December 31, 2010  
Maturing in:   Amount     Rate  
2011
  $ 53,500       0.77 %
2012
    216       5.27 %
2013
    10,000       2.58 %
 
           
 
               
Total
  $ 63,716       1.07 %
 
           
                 
At December 31, 2009  
Maturing in:   Amount     Rate  
2010
  $ 49,084       2.19 %
2011
    4,500       3.20 %
2012
    271       5.27 %
2013
    10,000       2.58 %
 
           
 
               
Total
  $ 63,855       2.33 %
 
           
The Bank makes monthly interest payments with principal generally due at maturity. Prepayment penalties apply if advances are repaid prior to maturity. The Bank’s capacity to borrow from the Federal Home Loan Bank is capped at $100 million by a resolution of the Board of Directors of the Bank. The Bank had the ability to borrow up to $66.4 million based on collateral pledged by the Bank at December 31, 2010.
Amounts advanced by the FHLB totaling $10,000,000 are subject to an option for the FHLB to convert the entire advance to a periodic adjustable rate one year after the date of the advance. If the FHLB exercises its option to convert the advance to an adjustable rate, the advance will be pre-payable at the Corporation’s option, at par without a penalty.
NOTE H — SUBORDINATED DEBENTURES
In 2002, Dearborn Bancorp Trust I, a special purpose entity formed by the Corporation, issued $10,000,000 of floating rate mandatory redeemable securities as part of a pooled offering. The Corporation issued $10,000,000 of subordinated debentures to the trust in exchange for the proceeds of the offering. The interest rate on the debentures is the three month LIBOR plus 3.35% and was 3.65% at December 31, 2010. The securities have a term of thirty years with interest payments due on a quarterly basis. The Corporation may redeem the debentures, with regulatory approval, at face value.
On August 28, 2009, the Corporation elected to defer regularly scheduled quarterly interest payments on Dearborn’s junior subordinated debentures (“Debentures”). While the Corporation defers the payment of interest, it will continue to accrue the interest expense owed at the applicable interest rate. At the expiration of the deferral period, all accrued and unpaid interest is due and payable.

38


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE H — SUBORDINATED DEBENTURES (Continued)
Pursuant to the Written Order discussed in Note B, the Corporation may not make any distributions of principal or interest on the subordinated debentures without the prior written approval of the Federal Reserve Bank.
NOTE I — INCOME TAXES
The federal tax provision consists of the following (in thousands):
                 
    2010     2009  
Current
    ($188 )     ($8,785 )
Deferred
          16,794  
 
           
 
    ($188 )   $ 8,009  
 
           
Activity in the Corporation’s valuation allowance for the deferred tax asset for the years ended December 31, 2010 and 2009 is as follows (in thousands):
                 
    2010     2009  
Beginning balance
    ($25,851 )     ($251 )
 
               
(Increase) decrease during period
    (3,922 )     ($25,600 )
 
           
 
               
Ending balance
    ($29,773 )     ($25,851 )
 
           

39


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE I — INCOME TAXES (Continued)
    Deferred tax assets and liabilities are due to the following at December 31, (in thousands):
                 
    2010     2009  
Deferred tax assets
               
Allowance for loan losses
  $ 9,510     $ 11,943  
Net operating loss carryforward
    6,202       734  
Goodwill and other intangibles
    11,455       12,505  
Capital loss carryforward
          251  
Non-accrual interest income
    343        
Writedowns on other real estate owned
    3,539       1,070  
Amortization of deferred issue costs
    75       263  
Other
    100       25  
 
           
 
               
Total deferred tax assets
    31,224       26,791  
 
               
Deferred tax liabilities
               
Premises and equipment
    (368 )     (423 )
Prepaid expenses
    (455 )     (283 )
Deferred loan fees and costs
    (64 )     (130 )
Other
    (37 )     (104 )
 
           
 
               
Total deferred tax liabilities
    (924 )     (940 )
 
               
Less: valuation allowance
    (30,300 )     (25,851 )
 
           
 
               
Net deferred tax asset
  $     $  
 
           

40


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE I — INCOME TAXES (Continued)
    There were no unrecognized tax benefits at December 31, 2010, and the Corporation does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.
    The Corporation is no longer subject to examination by the Internal Revenue Service for years before 2007.
    Effective tax rates differ from the federal statutory rate of 34% applied to income before income taxes due to the following:
                 
    2010     2009  
Federal income tax rate
    34 %     34 %
Effect of capital loss carryforward valuation allowance
    -31 %     -52 %
Other, net
    -2 %     -1 %
 
           
 
               
Effective tax rate
    1 %     -19 %
 
           
NOTE J — DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES
    Fair Value of Financial Instruments
    The following methods and assumptions were used by the Corporation in estimating its fair value disclosure for financial instruments:
    Cash and Cash Equivalents and Federal Home Loan Bank Stock
    The carrying amount approximates fair value.
    Mortgage Loans Held for Sale
    Fair value is based upon the quoted price for the sale of those loans.
    Loans
    The fair value of loans is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations. The carrying amount of accrued interest approximates its fair value.

41


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE J — DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)
    Deposits
    Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.
    Interest Receivable and Interest Payable
    The carrying amount approximates fair value.
    Federal Home Loan Bank Advances
    Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. Fair value of long-term debt is based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market. If a quoted market price is not available, an expected present value technique is used to estimate fair value.
    Subordinated Debentures
    Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.
    Commitments to Originate Loans, Forward Sale Commitments, Letters of Credit and Lines of Credit
    The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of forward sale commitments is estimated based on current market prices for loans of similar terms and credit quality. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of such arrangements are not considered material to this presentation.

42


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE J — DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)
    The estimated fair value of the Corporation’s financial instruments at December 31 are as follows (in thousands):
                                 
    At December 31, 2010     At December 31, 2009  
    Carrying     Fair     Carrying     Fair  
    Amount     Value     Amount     Value  
Assets:
                               
Cash and cash equivalents
  $ 93,775     $ 93,775     $ 77,497     $ 77,497  
Mortgage loans held for sale
    353       356       1,129       1,146  
Securities available for sale
    54,811       54,811       46,300       46,300  
Federal Home Loan Bank Stock
    3,605       3,605       3,698       3,698  
Loans
    735,851       734,106       833,136       829,122  
Accrued interest receivable
    3,286       3,286       3,562       3,562  
 
                               
Liabilities:
                               
Deposits
    812,101       815,582       867,955       871,177  
Federal Home Loan Bank advances
    63,716       64,060       63,855       64,275  
Subordinated debentures
    10,000       4,718       10,000       4,081  
Accrued interest payable
    1,056       1,056       1,046       1,046  
    ASC 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
    Level 1 — Quoted prices in active markets for identical assets or liabilities.
    Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
    Level 2 securities are valued by a third party pricing service commonly used in the banking industry, utilizing observable inputs. Observable inputs include dealer quotes, market spreads, cash flow analysis, the U.S. Treasury curve, trade execution data, market consensus prepayment spreads and available credit information. The pricing provided utilizes evaluated pricing models that are based on asset class. These models incorporate available market information including quoted prices of securities with similar characteristics and, because many fixed income securities do not trade on a daily basis, apply available information through processes such as benchmark curves and matrix pricing.

43


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE J — DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)
    Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
    Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to our valuation hierarchy.
    Securities available for sale
    One component of the Corporation’s securities, available for sale are money market funds that are based on quoted prices in active markets and are classified within Level 1 of the valuation hierarchy. The values of all other securities, available for sale are estimated by a third party using inputs that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy.
    Level 2 securities are valued by a third party pricing service commonly used in the banking industry, utilizing observable inputs. Observable inputs include dealer quotes, market spreads, cash flow analysis, the U.S. Treasury curve, trade execution data, market consensus prepayment spreads and available credit information. The pricing provided utilizes evaluated pricing models that are based on asset class. These models incorporate available market information including quoted prices of securities with similar characteristics and, because many fixed income securities do not trade on a daily basis, apply available information through processes such as benchmark curves and matrix pricing. Level 2 securities include US Government sponsored mortgage-backed securities and other securities.
    The following table presents the fair value measurements of the Corporation’s assets and liabilities recognized in the accompanying balance sheet measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2010 and 2009 (in thousands):
                                 
            Quoted Prices in     Significant Other     Significant  
            Active Markets for     Observable     Unobservable  
    Fair     Identical Assets     Inputs     Inputs  
At 12/31/2010    Value     (Level 1)     (Level 2)     (Level 3)  
GSE — mortgage backed securities
  $ 54,561     $     $ 54,561     $  
Other securities
    250             250        
 
                       
Total securities, available for sale
  $ 54,811     $     $ 54,811     $  
 
                       

44


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE J — DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)
                                 
            Quoted Prices in     Significant Other     Significant  
            Active Markets for     Observable     Unobservable  
    Fair     Identical Assets     Inputs     Inputs  
At 12/31/2009    Value     (Level 1)     (Level 2)     (Level 3)  
US Government sponsored agency securities
  $ 12,749     $     $ 12,749     $  
Corporate bonds
    33,111             33,111        
Mortgage backed securities
    104             104        
Other securities
    336             336        
 
                       
 
                               
Total securities, available for sale
  $ 46,300     $     $ 46,300     $  
 
                       
    Following is a description of the valuation methodology for assets and liabilities measured at fair value on a non-recurring basis and recognized in the accompanying balance sheet.
    Impaired Loans (Collateral Dependent)
    Loans for which it is probable that the Corporation will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans.
    If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.
    Real Estate Owned
    The fair value of other real estate owned is measured based on the value of the collateral securing those loans/real estate and is determined using several methods. The fair value of real estate is generally determined based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on the collateral such as business assets is typically calculated by using financial information such as financial statements and aging reports provided by the borrower and is discounted as considered appropriate.

45


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE J — DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES (Continued)
    The following table presents the fair value measurements of the Corporation’s assets and liabilities recognized in the accompanying balance sheet measured at fair value on a non-recurring basis and the level within the ASC 820 fair value hierarchy in which the fair value measurements fall at December 31, 2010 (in thousands):
                                 
            Quoted Prices in     Significant Other     Significant  
            Active Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
At 12/31/2010    Fair Value     (Level 1)     (Level 2)     (Level 3)  
Impaired loans (collateral dependent)
  $ 66,977     $     $     $ 66,977  
Other real estate
    10,003                   10,003  
                                 
            Quoted Prices in     Significant Other     Significant  
            Active Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
At 12/31/2009    Fair Value     (Level 1)     (Level 2)     (Level 3)  
Impaired loans (collateral dependent)
  $ 60,905     $     $     $ 60,905  
Other real estate
    7,601                   7,601  
NOTE K — COMMITMENTS AND CREDIT RISK
    Loan Commitments
    Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

46


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE K — COMMITMENTS AND CREDIT RISK (Con’t)
    The Corporation had outstanding loan commitments aggregating $50,694,000 and $77,919,000 at December 31, 2010 and 2009, respectively. Loan commitments for variable rate loans were $36,845,000 and $61,420,000 at December 31, 2010 and 2009, respectively. Loan commitments for fixed rate loans were $13,849,000 and $16,499,000 at December 31, 2010 and 2009, respectively. The fixed rate loan commitments at December 31, 2010 have interest rates ranging from 1.00% to 10.00% and maturities ranging from one year to five years. A distribution of outstanding loan commitments by contractual maturity is shown below (in thousands):
                                         
    Commitment Period  
    Less                          
    than 1     1 - 3     3 - 5     Over 5        
At December 31, 2010    year     years     years     years     Totals  
Home equity lines of credit
  $ 637     $ 4,538     $ 2,724     $ 7,397     $ 15,296  
Residential loan commitments
    375                         375  
Standby letters of credit
    548                         548  
Lines of credit — commercial
    19,534       1,479             37       21,050  
Commercial construction - residential land development and construction
    1,438       1,065       319             2,822  
Other commercial commitments
    8,439       1,003       1,161             10,603  
 
                             
 
                                       
Totals
  $ 30,971     $ 8,085     $ 4,204     $ 7,434     $ 50,694  
 
                             
                                         
    Commitment Period  
    Less                          
    than 1     1 - 3     3 - 5     Over 5        
At December 31, 2009    year     years     years     years     Totals  
Home equity lines of credit
  $ 355     $ 3,073     $ 4,208     $ 8,695     $ 16,331  
Residential loan commitments
    132                         132  
Standby letters of credit
    770       1,932                   2,702  
Lines of credit — commercial
    29,527       2,709       731       27       32,994  
Commercial construction - residential land development and construction
    5,134       286       735             6,155  
Other commercial commitments
    16,668       1,693       1,244             19,605  
 
                             
 
                                       
Totals
  $ 52,586     $ 9,693     $ 6,918     $ 8,722     $ 77,919  
 
                             
    Commitments to extend credit are agreements to lend to a customer as long as there are no violations of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a payment of a fee. Since portions of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. The Corporation evaluates each customer’s credit worthiness on a case by case basis. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the customer.

47


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE L — EMPLOYEE BENEFIT PLANS
    The Bank maintains a 401(k) plan for its employees. All employees are eligible to participate in the 401(k) plan after completion of age and service requirements. An employee can be enrolled as a participant on the first “Enrollment Date” after reaching age 18 and completing six months of service.
    Contributions to the plan by the Bank are discretionary and are expensed as made. Historically, the Bank had matched 50% of the first 6% of employee contributions to the plan. Employer contributions vest 20% per year for five years. As of October 1, 2009, the Bank discontinued the practice of matching employee contributions to the plan due to the declining performance of the Bank during the recent economic downturn.
    During 2010 and 2009, employer contributions were $0 and $203,000, respectively.
NOTE M — REGULATORY CAPITAL REQUIREMENTS
    The Corporation and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and, additionally for the Bank, the regulatory framework for prompt corrective action, the Corporation and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Under the Consent Order dated February 12, 2010, the Bank is required to achieve and maintain tier 1 capital as a percentage of total assets of 9% or higher and total capital as a percentage of risk-weighted assets of 12% or higher within 120 days from the effective date of the order. Failure to meet the minimum ratios set forth in the Consent Order could result in regulators taking additional enforcement action against us.
    Quantitative measures established by regulation require the Corporation and Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). The following is a presentation of the Corporation’s and Bank’s regulatory capital ratios and amounts (in thousands):

48


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE M — REGULATORY CAPITAL REQUIREMENTS (Continued)
                                                 
                                    Minimum  
                    Minimum     To Be Well Capitalized  
                    for Capital     Under Prompt Corrective  
    Actual     Adequacy Purposes     Action Regulations  
    Amount     Ratio     Amount     Ratio     Amount     Ratio  
As of December 31, 2010
                                               
Total capital
(to risk weighted assets)
                                               
Consolidated
  $ 47,591       6.34 %   $ 60,012       8.00 %     N/A       N/A  
Bank
    46,169       6.17 %     59,902       8.00 %     74,877       10.00 %
Tier 1 capital
(to risk weighted assets)
                                               
Consolidated
    37,984       5.06 %     30,006       4.00 %     N/A       N/A  
Bank
    36,580       4.89 %     29,951       4.00 %     44,926       6.00 %
Tier 1 capital
(to average assets)
                                               
Consolidated
    37,984       4.09 %     37,135       4.00 %     N/A       N/A  
Bank
    36,580       3.95 %     37,077       4.00 %     46,346       5.00 %
 
                                               
As of December 31, 2009
                                               
Total capital
(to risk weighted assets)
                                               
Consolidated
  $ 63,043       7.39 %   $ 68,264       8.00 %     N/A       N/A  
Bank
    61,169       7.19 %     68,105       8.00 %     85,132       10.00 %
Tier 1 capital
(to risk weighted assets)
                                               
Consolidated
    52,080       6.10 %     34,132       4.00 %     N/A       N/A  
Bank
    50,225       5.90 %     34,053       4.00 %     51,079       6.00 %
Tier 1 capital
(to average assets)
                                               
Consolidated
    52,080       4.98 %     41,838       4.00 %     N/A       N/A  
Bank
    50,225       4.81 %     41,776       4.00 %     52,220       5.00 %
    At December 31, 2010 and 2009, the Bank was undercapitalized. There are no conditions or events since that notification that management believes have changed the institution’s category. Federal and state banking laws and regulations place certain restrictions on the amount of dividends and loans a bank can pay to its parent company. No cash dividends have been paid by the Corporation.

49


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE N — INCENTIVE STOCK PLANS
    Incentive stock awards have been granted to officers and employees under two Incentive Stock Plans. The first plan is the 1994 Stock Option Plan. Options to buy common stock have been granted to officers and employees under the 1994 Stock Option Plan, which provides for issue of up to 814,449 shares. Exercise price is the market price at date of grant. The maximum option term is ten years, and options vest fully after six months from the date of grant. No options are available for grant under this plan.
    A summary of the option activity in the 1994 Plan follows:
                 
            Weighted  
            Average  
    Options     Exercise  
    Outstanding     Price  
Outstanding at January 1, 2010
    360,398     $ 8.65  
Forfeited
    117,407     $ 5.34  
 
           
Outstanding at December 31, 2010
    242,991     $ 10.25  
 
             
    There were no options exercised during 2010 or 2009. The options outstanding at December 31, 2010 or 2009 had no intrinsic value.
    During 2005, the Corporation initiated the 2005 Long-Term Incentive Plan. Under this plan, up to 347,248 shares may be granted to officers and employees of the Bank. This plan provides that stock awards may take the form of any combination of options, shares, share units or performance awards.
    The administration of the plan, including the granting of awards and the nature of those awards, is determined by the Corporation’s Compensation Committee. The Corporation’s Board of Directors approved grants of performance-based stock options and restricted stock in 2005 and 2006. The Corporation’s Board of Directors approved grants of stock options and restricted stock without performance criteria in 2008. The awards have a term of ten years and typically vest fully three years from the grant date.
    Stock Options Granted — The incentive stock options were granted with the exercise price equal to market price on the day of grant. The weighted average fair value of the options granted at grant date was $1.23. The following assumptions were used to determine the fair value of the options granted in 2010:
         
    2010  
Risk-free interest rate
    1.04 %
Expected option life
  4.0 years  
Dividend yield
    0.00 %
Expected volatility of stock price
    113.02 %

50


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE N — INCENTIVE STOCK PLANS (Continued)
    A summary of the 2005 Plan’s option activity is as follows:
                 
            Weighted  
    Number     Exercise  
    of Shares     Price  
Outstanding at January 1, 2010
    190,846     $ 5.33  
Shares Granted — Stock Options
    88,019     $ 1.66  
Shares Forfeited — Stock Options
    (20,000 )   $ 4.25  
 
           
Outstanding at December 31, 2010
    258,865     $ 4.17  
 
               
Options exercisable at December 31, 2010
    158,865     $ 5.69  
    During the year ended December 31, 2010, the Corporation recognized compensation expense of $68,000 related to stock options. Compensation cost of $72,000 and $30,000 is expected to be recognized during 2011 and 2012, respectively.
    Stock Grants — Stock awards are granted to officers. A summary of the plan’s stock award activity is as follows:
         
    Number  
    of Shares  
Outstanding at December 31, 2009
    41,530  
Restricted Shares Forfeited
    (1,765 )
 
     
Outstanding at December 31, 2010
    39,765  
 
     
    During the year ended December 31, 2010, the Corporation recognized compensation expense of $85,000 related to restricted stock. Compensation cost of $176,000 is expected to be recognized during 2011.

51


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE O — EARNINGS PER SHARE
    Factors used in the basic and diluted earnings per share calculation follow (in thousands, except share and per share data):
                 
    2010     2009  
Basic
               
Net loss
    ($14,249 )     ($61,175 )
 
           
 
               
Weighted average common shares
    7,645,940       7,645,076  
 
               
Basic earnings per common share
    ($1.86 )     ($8.00 )
 
           
 
               
Diluted
               
Net loss
    ($14,249 )     ($61,175 )
 
           
 
               
Weighted average common shares outstanding for basic earnings per common share
    7,645,940       7,645,076  
 
               
Average shares and dilutive potential common shares
    7,645,940       7,645,076  
 
               
Dilutive earnings per common share
    ($1.86 )     ($8.00 )
 
           
    All stock options and unvested shares were excluded from the computation of diluted earnings per share for 2010 and 2009 because they were antidilutive. All share and per share amounts have been adjusted for stock dividends.

52


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE P — PARENT ONLY CONDENSED FINANCIAL INFORMATION
    The condensed financial information that follows presents the financial condition of the parent company, Dearborn Bancorp, Inc., along with the results of its operations and its cash flows.
CONDENSED BALANCE SHEETS
                 
    December 31,  
(In thousands)   2010     2009  
ASSETS
               
Cash and cash equivalents
  $ 292     $ 116  
Investment in subsidiary
    35,555       50,090  
Other assets
    1,863       1,994  
 
           
 
               
Total assets
  $ 37,710     $ 52,200  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Other liabilities
  $ 751     $ 255  
Subordinated debentures
    10,000       10,000  
 
           
 
               
Total liabilities
    10,751       10,255  
 
               
Stockholders’ equity
    26,959       41,945  
 
           
 
               
Total liabilities and stockholder’s equity
  $ 37,710     $ 52,200  
 
           
CONDENSED STATEMENTS OF OPERATIONS
                 
    Years Ended December 31,  
(In thousands)   2010     2009  
Interest expense
  $ 399     $ 411  
Other operating expenses
    225       291  
 
           
 
               
Net loss before income tax and equity in undistributed income of subsidiary
    (624 )     (702 )
 
               
Income tax benefit
    20       43  
 
           
 
               
Net loss before equity in undistributed income of subsidiary
    (604 )     (659 )
 
               
Equity in undistributed loss of subsidiary
    (13,645 )     (60,516 )
 
           
 
               
Net loss
    ($14,249 )     ($61,175 )
 
           

53


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE P — PARENT ONLY CONDENSED FINANCIAL INFORMATION (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
                 
    Years Ended December 31,  
(In thousands)   2010     2009  
Cash flows from operating activities
               
Net loss
    ($14,249 )     ($61,175 )
Adjustments to reconcile net income to net cash provided by operating activities
               
Equity in undistributed loss of Subsidiary
    13,645       60,516  
Other, net
    780       140  
 
           
Net cash flows provided by operating activities
    176       (519 )
 
           
 
               
Increase (decrease) in cash and cash equivalents
    176       (519 )
 
               
Cash and cash equivalents at the beginning of year
    116       635  
 
           
 
               
Cash and cash equivalents at end of year
  $ 292     $ 116  
 
           
NOTE Q — SIGNIFICANT ESTIMATES AND CONCENTRATIONS
    Current Economic Conditions
    The current protracted economic decline presents financial institutions with unprecedented circumstances and challenges which in some cases have resulted in large declines in the fair values of investments and other assets, constraints on liquidity and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans. The financial statements have been prepared using values and information currently available to the Corporation.
    The Corporation is further affected by the economic conditions specific to Southeastern Michigan due in large part to the importance of the automobile industry to the local economy. While the Corporation does not have significant exposure to automobile manufacturers and suppliers, the downturn in the automotive industry has had an adverse effect on many of the Corporation’s borrowers and the Corporation’s allowance for loan losses.
    The Corporation’s allowance for loan losses contains certain assumptions on the value of collateral dependent loans as well as certain economic and industry conditions which may be subject to change within the next year. These changes could have an adverse impact on the allowance for loan losses in the near term.
    Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses and capital which could negatively impact the Corporation’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

54


 

DEARBORN BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — CONTINUED
December 31, 2010 and 2009
NOTE Q — SIGNIFICANT ESTIMATES AND CONCENTRATIONS (Continued)
    Loan Concentrations
    Our lending operations may be subject to enhanced scrutiny by banking regulators based on our concentration of commercial real estate loans (“CRE”). CRE loans generally include land development, construction loans and loans secured by multifamily property, and nonfarm, nonresidential real property where the primary source of repayment is derived from rental income associated with the property.
    As of December 31, 2010, our concentration of construction, land development and other land loans totaled 150.7% of Tier 1 capital and our CRE concentration, net of owner-occupied loans, as a percentage of Tier 1 capital totaled 978.2%.
NOTE R — GENERAL LITIGATION
    The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

55


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
Company Overview and Executive Summary
Dearborn Bancorp, Inc. (the “Corporation”) was incorporated as a Michigan business corporation on September 30, 1992. The Corporation was formed to acquire all of the Bank’s issued and outstanding stock and to engage in the business of a bank holding corporation under the Bank Holding Company Act of 1956, as amended (the “Act”).
Community Bank of Dearborn (the “Bank”), a Michigan banking corporation, commenced business on February 28, 1994 in Dearborn, Michigan. The Bank was renamed Fidelity Bank on April 30, 2007. The Bank is the only commercial bank headquartered in Dearborn, Michigan and offers a full line of loan and deposit products and services. The Bank offers excellent customer service to its loan and deposit customers and maintains strong relationships with the communities served by the Bank. The Bank emphasizes strong loan quality, excellent customer service and efficient operations in order to maximize profitability and shareholder value.
In 2004, the Corporation acquired the Bank of Washtenaw from Pavillion Bancorp. The Bank of Washtenaw’s three banking offices, all of which are located in Washtenaw County, Michigan were successfully consolidated into the Bank.
The Corporation completed the acquisition of Fidelity Financial Corporation of Michigan (Fidelity), a commercial bank with seven offices in Oakland County, Michigan on January 4, 2007. The acquisition significantly expanded the Bank’s presence in Oakland County, Michigan. Management believes that the acquisition has been beneficial to the Bank’s customers and the Corporation’s shareholders.
The Bank currently operates seventeen banking offices in Wayne, Macomb, Oakland and Washtenaw Counties, Michigan. A list of banking offices is shown on page 60.
The Corporation’s earnings depend primarily on net interest income. Management strives to maximize net interest income through monitoring the economic and competitive environment and making appropriate adjustments in the characteristics and pricing of our products and services.
Other factors that contribute significantly to our earnings are the maintenance of asset quality and efficient operations. Management continually monitors the quality of the loan portfolio and the impact of the economic and competitive environment and takes appropriate measures to maintain high asset quality.
The Bank’s market area consists primarily of the Metropolitan Detroit area. This is a large real estate market and the Bank’s loan portfolio accounts for less than one percent of this market. The Detroit real estate market has been negatively impacted by the unfavorable economic conditions in the State of Michigan. Despite the local economy and its impact on certain industries, many local industries and economies are performing well. The Bank has attempted to maintain asset quality in this environment by enforcing strong underwriting guidelines and utilizing a diligent loan review process. During 2010, management has continued to supplement its Special Assets Department, which is responsible for the management of most non-performing loans and the liquidation of real estate owned. During 2010, the Bank continued to provide additional resources to this department by adding an additional loan officer in this department. This department consists of a department manager and six experienced loan officers. The reduction of non-performing assets is a primary objective of management and is critical to the future success of the Corporation. Despite these measures, the Bank has recorded charge-offs of certain loans, as the value of the underlying collateral of certain non-performing loans has continued to decline. Additionally, the carrying values of real estate owned properties have been adjusted appropriately, as the market value of the real estate has declined.

56


 

The Corporation recorded a net loss of ($14,249,000) during 2010, compared to a net loss of ($61,175,000) during 2009. The factors that contributed primarily to the decrease in the loss during 2010 were the decline in the Corporation’s provision for loan losses and the improvement in net interest income, which were partially offset by the increase in the write-down and sale of real estate owned during 2010. Additionally, the Corporation recorded non-cash expenses during 2009 for the impairment of intangible assets in the amount of $3,997,000 and for the establishment of a valuation allowance on the Corporation’s deferred tax asset in the amount of $25,851.000. The Corporation also recorded a federal income tax benefit of $5,400,000 due to federal Income tax carrybacks that became available due to the passage of the Worker, Home Ownership and Business Assistance Act of 2009. The aggregate impact of these non-cash transactions decreased net income during 2009 in the amount of $24,448,000.
The most significant factor in the improvement in the loss during 2010, compared to 2009 was the decrease in the provision for loan losses. The Corporation recorded provision for loan loss of $15,978,000 during 2010 compared to $50,863,000 during 2009. The provision for loan losses is determined by the internal analysis of the allowance for loan losses and the decrease during 2010 was the result of the lower level of net charge-offs during 2010. Net charge-offs amounted to $23,132,000 during 2010 compared to $30,190,000 during 2009. Charge-offs of $4,058,000 were recorded during 2010 on loans with specific allocations assigned at December 31, 2009 because these charge-offs were based on information that was received in 2010 but where deterioration of the credit related to events that occurred in 2009. The provision for these charge-offs was recorded during the fourth quarter of 2009 because the deterioration of these credits occurred during 2009. Additionally, charge-offs of $3,667,000 were due to a change in the methodology relating to the valuation of residential building lots. This change was related to the evaluation of appraisals of this type of collateral, where the appraised value of developed residential building lots was required to be discounted based on the absorption factor associated with the collateral. The fact that these charge-offs, which amount to $7,725,000 during 2010 were not the result of deterioration of these credits during 2010 was considered in management’s analysis of the allowance for loan losses at December 31, 2010.
The Corporation’s net interest income improved during 2010 to $34,079,000 from $30,886,000 in 2009, an increase of $3,193,000 or 10%. The increase in net interest income was primarily due to the decline in cost of interest bearing liabilities during 2010, which offset the negative impact of the decline in the volume of assets and liabilities.
The Corporation also recorded $6,814,000 for the write-down and loss on sale of other real estate in 2010 compared to $2,905,000 during 2009. The write-downs were primarily due to the deterioration of the value of these properties evidenced by declining appraisal values subsequent to the transfer of ownership to the Corporation. The Corporation sold 35 properties for $11,615,000 during 2010 compared to 22 properties for $4,879,000 during 2009.
During 2010, the local economy has begun to shows signs of improvement. We have seen asset quality stabilize during 2010. While non-performing assets increased by 66% during 2009, non-performing assets increased by 3% during 2010. Additionally, we have seen modest improvements in the quality of our loan portfolio as the level of delinquencies and non-performing loans have stabilized during the last half of 2010. However, these positive trends have not yet materialized into an improvement in valuations of real estate in the Bank’s market area.
On February 12, 2010, the Bank entered into a Consent Order that is effective February 22, 2010 with the FDIC and OFIR, its principal regulators, subsequent to a safety and soundness exam which outlined a variety of requirements to fulfill within certain timelines.
The Bank submitted a Capital Restoration Plan (“CRP”) to the FDIC and OFIR on December 15, 2009, due to our undercapitalized status based on our September 30, 2009 regulatory report of condition and income. This CRP was rejected because capital has not been successfully raised within the 120 days of the issuance of the Consent Order. An amended CRP was submitted on May 24, 2010. This CRP was also rejected because capital has not been successfully raised. The CRP addresses, among other things, the steps management will take to cause our capital levels to return to the minimum level to be adequately capitalized.
The Bank is currently undercapitalized. Failure to meet the minimum ratios set forth in the Consent Order could result in regulators taking additional enforcement action against us. With the exception of raising additional capital, management believes that it met all of the provisions of the consent order.

57


 

As a result of the decline in the Bank’s capitalization level, the Bank is limited in its utilization of brokered deposits and in the sources of liquidity that are available to us. Borrowings are available to us only on a collateralized basis. Additionally, there are limitations in the borrowing terms and capacity with the Federal Reserve Bank. The Bank is also restricted in the setting of deposit interest rates. As a result the Bank has chosen to maintain higher levels of liquidity, which are primarily in the form of overnight deposits with the Federal Reserve Bank.
The Bank has also formed two subsidiaries that offer additional or specialized services to the Bank’s customers. The Bank’s subsidiaries, their formation date and the type of services offered are listed below:
         
Date Formed   Name   Services Offered
 
August 1997
  Community Bank Insurance Agency, Inc.   Limited insurance related activities
 
       
March 2002
  Community Bank Audit Services, Inc.   Internal auditing and compliance services for financial institutions

58


 

The date opened, branch location and branch type of each branch is listed below:
Ann Arbor / Eisenhower Banking Center
250 West Eisenhower Parkway, Suite 100
Ann Arbor, MI 48103
Phone: (734) 302-1481
Auburn Hills Banking Center
3201 University Drive, Suite 180
Auburn Hills, MI 48326
Phone: (248) 364-9700
Bingham Farms Banking Center
30700 Telegraph
Bingham Farms, MI 48025
Phone: (248) 642-6757
Birmingham Banking Center
1040 E. Maple
Birmingham, MI 48009
Phone: (248) 642-1901
Bloomfield Township Banking Office
3681 W. Maple
Bloomfield Township, MI 48301
Phone: (248) 642-1903
Canton Township Banking Office
1325 N. Canton Center Road
Canton. MI 48187
Phone: (734) 981-0022
Clinton Township Banking Office
19100 Hall Road
Clinton Township, MI 48038
Phone: (586) 416-4400
Clinton Township Regional Lending Center
45000 River Ridge Drive, Suite 110
Clinton Township, MI 48038
Phone: (586) 416-0200
Dearborn / Main Office Banking Center
22290 Michigan Avenue
Dearborn. MI 48124
Phone: (313) 274-1000
Dearborn Heights Banking Center
24935 W. Warren Avenue
Dearborn Heights, MI 48127
Phone: (313) 724-0100
Dearborn Administrative and
Regional Lending Center
1360 Porter Street
Dearborn. MI 48124
Phone: (313) 565-5700
Galleria Banking Center
200 Galleria Office Center
Southfield, MI 48034
Phone: (248) 352-1580
Plymouth Township Banking Center
44623 Five Mile
Plymouth Township, MI 48170
Phone: (734) 454-1000
Saline Banking Center
450 E. Michigan Avenue
Saline, MI 48176
Phone: (734) 429-3828
Shelby Township Banking Center
7755 23 Mile Road
Shelby Township, MI 48316
Phone: (586) 254-8700
Southgate Banking Center
12820 Fort Street
Southgate, MI 48195
Phone: (734) 284-3300
Southfield/Twelve Mile Banking Center
20000 12 Mile Road
Southfield, MI 48034
Phone: (248) 559-5779
Bank Operations Center
4000 Allen Road
Allen Park, MI 48101
Phone: (313) 381-3200
Galleria — ATM Only
300 Galleria Office Center
Southfield, MI 48034
Henry Ford Community College — ATM Only
5101 Evergreen Road
Dearborn, MI 48124
Travelers Tower — ATM Only
26555 Evergreen
Southfield, MI 48034

59


 

Forward-Looking Statements
The following discussion contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation and Bank. Words such as “anticipates”, “believes”, “estimates”, “expects”, “forecasts”, “intends”, “is likely”, “plans”, “projects”, variations of such words and similar expressions are intended to identify such forward- looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. The Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.
Future Factors include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulation; changes in tax laws; changes in prices, levies and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economy. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.
Critical Accounting Policies and Estimates
The “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as disclosures found elsewhere in the annual report, are based upon the consolidated financial statements of Dearborn Bancorp, Inc., which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires Dearborn Bancorp, Inc. to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses. Actual results could differ from those estimates.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level believed adequate by management to absorb probable incurred losses in the loan portfolio. Management’s evaluation of the adequacy of the allowance for loan losses is an estimate based primarily on reviews of individual loans, assessments of the impact of current economic conditions on the portfolio, and historical loss experience. See Note D of the Notes to Consolidated Financial Statements and the discussion of “Allowance for Loan Losses” in the Management’s Discussion and Analysis.
Management believes the accounting estimates related to the allowance for loan losses is a “critical accounting estimate” because:
  1)   The estimates are highly susceptible to change from period to period and require management to make judgements concerning the quality of the loan portfolio and the impact of current economic conditions on borrowers’ ability to repay their loans.
 
  2)   The impact of recognizing an impairment or loan loss could have a material effect on the financial statements of Dearborn Bancorp, Inc.
Management has discussed the development and selection of these critical accounting estimates with the audit committee of the board of directors and the audit committee has reviewed the Corporation’s disclosures related to them in this Management’s Discussion and Analysis.

60


 

Results of Operations
2010 Compared to 2009. The Corporation reported a net loss of ($14,249,000) in 2010 compared to a net loss of ($61,175,000) in 2009, a decrease in the loss of $46,926,000. The decrease in the loss during 2010 was primarily due to a decrease in the provision for loan loss of $34,885,000 and an increase in net interest income of $3,193,000, which was partially offset by higher write-downs on real estate owned during 2010 and an increase in the FDIC assessment. Additionally, the Corporation recorded non-cash charges during 2009 for the impairment of intangible assets and the establishment of a valuation allowance on the Corporation’s deferred tax asset.
The Corporation recorded provision for loan losses of $15,978,000 in 2010 compared to $50,863,000 in 2009. The provision for loan losses is determined by the internal analysis of the allowance for loan losses and the decrease during 2010 was the result of lower net charge-offs and a decline in the escalation of loans to non-performing status. Additionally, the impact of the continuing economic downturn during 2009 was escalated by the bankruptcy of two major automotive manufacturers and the related negative impact on the overall economy and collateral values resulted in increased provisions in 2009. Net charge-offs amounted to $23,131,000 for the year ended December 31, 2010 compared to $30,190,000 for the same period in 2009.
Net interest income in 2010 was $34,079,000 compared to $30,886,000 in 2009. The increase in net interest income was primarily due to the decreased cost of interest bearing liabilities.
The Corporation recorded write-downs on real estate owned in 2010 in the amount of $6,338,000 compared to $2,766,000 in 2009. The write-downs were primarily due to the deterioration of the value of these properties evidenced by declining appraisal values subsequent to the transfer of ownership to the Corporation.
The Corporation also incurred FDIC expense of $4,125,000 in 2010 compared to $2,843,000 in 2009. The increase in FDIC expense was due and the increased assessment rate based on the Bank’s risk rating which changed during the fourth quarter of 2009.
2009 Compared to 2008. The Corporation reported a net loss of ($61,175,000) in 2009 compared to a net loss of ($31,925,000) in 2008, an increase in the loss of $29,250,000. The loss in 2009 included a non-cash impairment charge for the impairment of other intangible assets in the amount of $3,997,000, a non-cash charge for the recording of a valuation allowance on the Corporation’s deferred tax asset in the amount of $25,581,000 and a non-cash benefit for the extended period of time that net operating losses could be carried back. This increase in the period that losses can be carried back, resulted in a refund of $5,452,000. When these non-cash charges and benefits are excluded from net income, the Corporation’s net loss is ($37,503,000), compared to a net loss of ($5,788,000) for 2008, an increase in the loss of $31,715,000.

61


 

Net Interest Income
2010 Compared to 2009. Net interest income in 2010 was $34,079,000 compared to $30,886,000 in 2009, an increase of $3,193,000 or 10%. The increase in net interest income was primarily due to the decline in cost of interest bearing liabilities during 2010, which offset the negative impact of the decline in the volume of assets and liabilities. The Corporation had average interest sensitive assets of $948,021,000 and $1,005,918,000 for the years ended December 31, 2010 and 2009, respectively and average interest bearing liabilities of $818,167,000 and $887,010,000 for the years ended December 31, 2010 and 2009, respectively. The Corporation’s net interest rate spread increased to 3.60% in 2010 from 2.77% in 2009, an increase of 83 basis points. The Corporation’s net interest margin also increased to 3.75% in 2010 from 3.07% in 2009, an increase of 68 basis points. The increase in the net interest rate spread and net interest margin was primarily due to the decline in interest rates on interest bearing liabilities and the increase in the yield on securities, which offset the decrease in the yield on loans..
Average interest earning assets declined by $96.1 million between the periods while interest bearing liabilities declined by $68.8 million. Interest bearing assets and liabilities are expected to remain relatively constant during 2011. Management expects the cost of interest bearing liabilities to decline moderately during 2011.
2009 Compared to 2008. Net interest income in 2009 was $30,886,000 compared to $32,131,000 in 2008, a decrease of $1,245,000 or 4%. The decrease in net interest income was primarily due to the decline in interest rates during 2009 and the volume of assets and liabilities affected by the decline in rates. As the Corporation had interest sensitive assets of $1,005,918,000 and $975,337,000 for the years ended December 31, 2009 and 2008, respectively and interest bearing liabilities of $887,010,000 and $834,731,000 for the years ended December 31, 2009 and 2008, respectively, the decline in interest rates causes a decrease in net interest income. The Corporation’s net interest rate spread decreased to 2.77% in 2009 from 2.80% in 2008, a decrease of 3 basis points. The Corporation’s net interest margin also decreased to 3.07% in 2009 from 3.29% in 2008, a decrease of 22 basis points. The decrease in the net interest rate spread was due to the decline in interest rates on the Corporation’s interest-bearing assets and interest-bearing liabilities and the increase in non-performing assets.
Average Balances, Interest Rates and Yields. Net interest income is affected by the difference (“interest rate spread”) between rates of interest earned on interest earning assets and rates of interest paid on interest bearing liabilities and the relative amounts of interest bearing liabilities and interest earning assets. When the total of interest earning assets approximates or exceeds the total of interest bearing liabilities, any positive interest rate spread will generate net interest income. Financial institutions have traditionally used interest rate spreads as a measure of net interest income. Another indication of an institution’s net interest income is its “net yield on interest earning assets” or “net interest margin,” which is net interest income divided by average interest earning assets.

62


 

The following table sets forth certain information relating to the Corporation’s consolidated average interest earning assets and interest bearing liabilities and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the periods presented. During the periods indicated, non-accruing loans, if any, are included in the net loan category.
                                                 
    Year Ended December 31, 2010     Year Ended December 31, 2009  
    Average             Average     Average             Average  
(In thousands)   Balance     Interest     Rate     Balance     Interest     Rate  
Assets
                                               
 
                                               
Interest-bearing deposits with banks
  $ 75,577     $ 337       0.45 %   $ 73,057     $ 374       0.51 %
Federal funds sold
    72       1       1.39 %     5,873       17       0.29 %
Securities, available for sale
    46,064       967       2.10 %     40,245       589       1.46 %
Loans
    788,020       45,668       5.80 %     886,743       53,273       6.01 %
 
                                   
Sub-total earning assets
    909,733       46,973       5.16 %     1,005,918       54,253       5.39 %
Other assets
    38,288                       51,333                  
 
                                           
 
                                               
Total assets
  $ 948,021                     $ 1,057,251                  
 
                                           
 
                                               
Liabilities and stockholders’ equity
                                               
 
                                               
Interest bearing deposits
  $ 744,385     $ 11,427       1.54 %   $ 809,905     $ 20,993       2.59 %
Other borrowings
    73,782       1,467       1.99 %     77,105       2,374       3.08 %
 
                                   
Sub-total interest bearing liabilities
    818,167       12,894       1.58 %     887,010       23,367       2.63 %
Non-interest bearing deposits
    89,832                       82,915                  
Other liabilities
    2,346                       2,157                  
Stockholders’ equity
    37,676                       85,169                  
 
                                           
 
                                               
Total liabilities and stockholders’ equity
  $ 948,021                     $ 1,057,251                  
 
                                           
 
                                               
Net interest income
          $ 34,079                     $ 30,886          
 
                                           
 
                                               
Net interest rate spread
                    3.60 %                     2.77 %
 
                                           
 
                                               
Net interest margin on earning assets
                    3.75 %                     3.07 %
 
                                           

63


 

(continued)
                         
    Year Ended December 31, 2008  
    Average             Average  
(In thousands)   Balance     Interest     Rate  
Assets
                       
 
                       
Interest-bearing deposits with banks
  $ 6,591     $ 43       0.65 %
Federal funds sold
    8,316       86       1.04 %
Securities, available for sale
    15,681       464       2.97 %
Loans
    944,749       60,533       6.42 %
 
                 
Sub-total earning assets
    975,337       61,126       6.27 %
Other assets
    81,377                  
 
                     
 
                       
Total assets
  $ 1,056,714                  
 
                     
 
                       
Liabilities and stockholders’ equity
                       
 
                       
Interest bearing deposits
  $ 740,520     $ 25,106       3.40 %
Other borrowings
    94,211       3,889       4.13 %
 
                 
Sub-total interest bearing liabilities
    834,731       28,995       3.47 %
Non-interest bearing deposits
    83,065                  
Other liabilities
    3,152                  
Stockholders’ equity
    135,766                  
 
                     
 
                       
Total liabilities and stockholders’ equity
  $ 1,056,714                  
 
                     
 
                       
Net interest income
          $ 32,131          
 
                     
 
                       
Net interest rate spread
                    2.80 %
 
                     
 
                       
Net interest margin on earning assets
                    3.29 %
 
                     

64


 

Rate/Volume Analysis. The following table analyzes net interest income in terms of changes in the volume of interest-earning assets and interest-bearing liabilities and changes in yields and rates. The table reflects the extent to which changes in the interest income and interest expense are attributable to changes in volume (changes in volume multiplied by prior year rate) and changes in rate (changes in rate multiplied by prior year volume). Changes attributable to the combined impact of volume and rate have been allocated proportionately to changes due to volume and changes due to rate.
                                                 
    2010/2009     2009/2008  
    Change in Interest Due to:     Change in Interest Due to:  
    Average     Average     Net     Average     Average     Net  
(In thousands)   Balance     Rate     Change     Balance     Rate     Change  
Assets
                                               
 
                                               
Interest bearing deposits with banks
  $ 11       ($48 )     ($37 )   $ 340       ($9 )   $ 331  
Federal funds sold
    (81 )     65       (16 )     (7 )     (62 )     (69 )
Securities, available for sale
    122       256       378       361       (236 )     125  
Loans
    (5,721 )     (1,884 )     (7,605 )     (3,319 )     (3,941 )     (7,260 )
 
                                   
Total earning assets
    ($5,669 )     ($1,611 )     ($7,280 )     ($2,625 )     ($4,248 )     ($6,873 )
 
                                   
 
                                               
Liabilities
                                               
 
                                               
Interest bearing deposits
    ($1,006 )     ($8,560 )     ($9,566 )   $ 1,867       ($5,980 )     ($4,113 )
Other borrowings
    (66 )     (841 )     (907 )     (527 )     (988 )     (1,515 )
 
                                   
Total interest bearing liabilities
    ($1,072 )     ($9,401 )     ($10,473 )   $ 1,340       ($6,968 )     ($5,628 )
 
                                   
 
                                               
Net interest income
                  $ 3,193                       ($1,245 )
 
                                           
 
                                               
Net interest rate spread
                    0.83 %                     (0.03 %)
 
                                           
 
                                               
Net interest margin on earning assets
                    0.68 %                     (0.22 %)
 
                                           

65


 

Provision for Loan Losses
2010 Compared to 2009. The provision for loan losses was $15,978,000 in 2010, compared to $50,863,000 in 2009, a decrease of $34,885,000 or 69%. The decrease in provision during 2010 was due primarily to the leveling off in the rate of deterioration of non-performing loans during 2010 and the decline in net charge-offs during 2010. While the provision for loan losses during 2010 was due primarily to net charge-offs, the provision for loan losses during 2009 was due in large part to the increase in specific allowances and an increase in the allocation factors to those loans not specifically analyzed. During 2010, the Bank recorded net charge-offs of $23,132,000 compared to $30,190,000 during 2009. Charge-offs of $4,058,000 were recorded during 2010 on loans with specific allocations assigned at December 31, 2009 because these charge-offs were based on information that was received and subsequently confirmed in 2010 but where deterioration of the credit related to events that occurred in 2009. The provision for these charge-offs was recorded during the fourth quarter of 2009 because the deterioration of these credit occurred during 2009. Additionally, charge-offs of $3,667,000 were due to a change in the methodology relating to the valuation of residential building lots. This change was related to the evaluation of appraisals of this type of collateral, where the appraised value of developed residential building lots was required to be discounted based on the absorption factor associated with the collateral. Additionally, the impact of the continuing economic downturn during 2009 was escalated by the bankruptcy of two major automotive manufacturers and the related negative impact on the overall economy and collateral values resulted in increased provisions in 2009. The fact that these charge-offs, which amount to $7,725,000 during 2010 were not the result of deterioration of these credits during 2010 was considered in management’s analysis of the allowance for loan losses at December 31, 2010.
At the time of origination, these land development loans were well-collateralized loans with well-established real estate developers and home builders. However, the underlying value of our collateral related to these types of loans has declined as the demand for new residential construction in Southeastern Michigan has diminished dramatically.
During 2009, our local markets were significantly impacted by the unprecedented bankruptcy filings of two major automobile manufacturers during the second quarter of 2009. While the Corporation had no direct exposure to these entities, these bankruptcy filings, subsequent shutdown of production for several months and the resulting employee layoffs had a devastating impact on the general economic conditions in Southeastern Michigan during 2009. This downturn in economic activity continued to worsen the condition of the residential real estate market during 2009 as well as to significantly impact the Bank’s commercial and commercial real estate mortgage portfolios. This downturn also led to a significant decline in collateral values of all types of real property.
During 2010, the local economy has begun to shows signs of improvement. We have seen asset quality stabilize during 2010. While non-performing assets increased by 66% during 2009, non-performing assets increased by 3% during 2010. Additionally, we have seen modest improvements in the quality of our loan portfolio as the level of delinquencies and non-performing loans have stabilized during the last half of 2010. However, these positive trends have not yet materialized into an improvement in the level of valuations of real estate in the Bank’s market area.
During 2010, non-accrual loans increased to $66,563,000 at December 31, 2010 from $49,341,000 at December 31, 2009. Non-accrual loans at December 31, 2010 that were current according to the modified terms of their loan agreement were $16,073,000 compared to $4,536,000 at December 31, 2009. Non-accrual loans at December 31, 2010 that were not current according to the modified terms of their loan agreement were $50,490,000 compared to $44,805,000 at December 31, 2009. The Bank is required to record charge-offs on any substandard collateral dependent loan to reduce the loan balance to its fair value. Previously, the Bank would include any collateral shortfall on substandard collateral dependent loans in the allowance for loan losses.
During 2010, loans qualified as troubled debt restructuring decreased to $48,527,000 at December 31, 2010 from $59,420,000 at December 31, 2009. All loans qualified as troubled debt restructuring were current according to their modified terms while there were 3 loans for $2,705,000 that were not performing according to their modified terms at December 31, 2009.
Non-accrual loans at December 31, 2010 that were not current according to the modified terms of their loan agreement were $50,490,000 compared to $47,510,000 at December 31, 2009.

66


 

The net realizable value of loans specifically reviewed by management and determined to be impaired increased to $94,521,000 at December 31, 2010 from $90,135,000 at December 31, 2009. The allocated allowance of loans specifically reviewed by management and determined to be impaired increased to $10,725,000 at December 31, 2010 from $8,297,000 at December 31, 2009. Decreases in the recorded balance of impaired loans are reflected in the provision for loan loss and are primarily due to declines in the value of the underlying collateral.
The provision for loan losses is based upon management’s assessment of relevant factors, including types and amounts of non-performing loans, historical loss experience on such types of loans, the relevant change in the size and mix of the loan portfolio and the impact of current economic conditions on borrowers’ ability to repay their loans.
2009 Compared to 2008. The provision for loan losses was $50,863,000 in 2009, compared to $14,606,000 in 2008, an increase of $36,257,000 or 248%. The increase in provision during 2009 was due primarily to the increase in non-accrual loans and net charge-offs during the period as a result of the downturn in economic activity that rapidly accelerated in early 2009. During 2009, our local markets were significantly impacted by the unprecedented bankruptcy filings of two major automobile manufacturers during the second quarter of 2009. While the Corporation had no direct exposure to these entities, these bankruptcy filings, subsequent shutdown of production for several months and the resulting employee layoffs has had a devastating impact on the general economic conditions in Southeastern Michigan during 2009. This downturn in economic activity has continued to worsen the condition of the residential real estate market during 2009 as well as to significantly impact the Bank’s commercial and commercial real estate mortgage portfolios. This downturn has also led to a significant decline in collateral values of all types of real property. Non-accrual loans declined to $49,341,000 at December 31, 2009 from $51,708,000 at December 31, 2008. The charge-off policy utilized by the Bank was also revised due to updated regulatory guidance. In accordance with the updated regulatory guidance, the Bank records charge-offs on any substandard collateral dependent loan to reduce the loan balance to its net realizable value as this is deemed a confirmed loss. Previously, the Bank would include any collateral shortfall on substandard collateral dependent loans in the allowance for loan losses until the loss was confirmed. During 2009, the Bank recorded net charge-offs of $30,190,000 compared to $10,771,000 during 2008. At the time of origination, these land development loans were well-collateralized loans with well-established real estate developers and home builders. However, the underlying value of our collateral related to these types of loans has declined as the demand for new residential construction in Southeastern Michigan has diminished dramatically.
The fair value of loans specifically reviewed by management and determined to be impaired increased to $90,135,000 at December 31, 2009 from $41,907,000 at December 31, 2008. The allocated allowance of loans specifically reviewed by management and determined to be impaired increased to $8,297,000 at December 31, 2009 from $5,273,000 at December 31, 2008. Decreases in the fair value of impaired loans are reflected in the provision for loan loss and are primarily due to declines in the value of the underlying collateral.
Non-Interest Loss
2010 Compared to 2009. Non-interest loss was ($4,006,000) in 2010, compared to ($469,000) in 2009, an increase in the loss of $3,537,000. The increase in the loss was primarily due to the increase in loss on the write-down of real estate owned during 2010. During 2010, the Corporation recorded write-downs on 45 properties in the amount of $6,338,000. The write-downs were primarily due to the deterioration of the value of these properties evidenced by declining appraisal values subsequent to the transfer of ownership to the Corporation. Write-downs to real estate in the amount of $1,581,000 were due to a change in the methodology utilized in the valuation of developed residential building lots. This change was related to the evaluation of appraisals of this type of collateral, where the appraised value of developed residential building lots was required to be discounted based on the absorption factor associated with the collateral. The Corporation recorded a loss of $476,000 on the sale of 37 properties during 2010.
2009 Compared to 2008. Non-interest loss was ($469,000) in 2009, compared to ($930,000) in 2008, a decrease in the loss of $461,000 or 50%. The decrease in the loss was primarily due to the increase in the gain on the sale of loans, increased rental income on other real estate and a decline in the losses recognized on the sale of other real estate write-down and loss on sale of real estate owned. During 2009, the Corporation recorded write-downs on 44 properties in the amount of $2,766,000. The Corporation recorded a net loss of $139,000 on the sale of 22 properties during 2009.

67


 

Non-Interest Expense
2010 Compared to 2009. Non-interest expense was $28,532,000 in 2010 compared to $32,720,000 in 2009 a decrease of $4,188,000 or 13%. The decrease in non-interest expense was primarily due to the impairment of other intangible assets in 2009.
When the non-cash impairment charge is excluded from 2009, non-interest expense was $28,532,000 compared to $28,723,000 in 2009, a decrease of $191,000 or 1%. This decrease was primarily due to decreases in salaries and benefits, amortization of intangible assets, and defaulted loan expense, which were partially offset by an increase in the FDIC assessment
The largest component of the decrease in non-interest expense was salaries and employee benefits which amounted to $12,436,000 in 2010 compared to $12,974,000 in 2009, a decrease of $538,000 or 4%. The decline in salaries and employee benefits was primarily the reallocation of personnel resources. As of December 31, 2010, the number of full time equivalent employees was 193 compared to 194 as of December 31, 2009.
2009 Compared to 2008. Non-interest expense was $32,720,000 in 2009 compared to $65,007,000 in 2008 a decrease of $32,287,000 or 50%. The decrease in non-interest expense was primarily due to the impairment of goodwill and other intangible assets in 2008, partially offset by the impairment of intangible assets in 2009. This non-cash expense was due to the evaluation of the Bank’s intangible assets as of September 30, 2009. This valuation determined that the Bank’s intangible assets were entirely impaired.
When the non-cash impairment charges are excluded from 2009 and 2008, non-interest expense was $28,723,000 compared to $25,406,000 in 2008, an increase of $3,317,000 or 13%. This increase during 2009 is primarily due to the increase in defaulted loan expense, which is primarily comprised of real estate taxes, legal expense, insurance expense and maintenance expense related to real estate owned and non-performing loans and the increase in the FDIC assessment. Defaulted loan expense for 2009 was $4,624,000 compared to $2,078,000 during 2008, an increase of $2,546,000 or 123%. The FDIC assessment for 2009 was $2,843,000 compared to $696,000 during 2008, an increase of $2,147,000 or 308%.
Income Tax Provision
2010 Compared to 2009. Income tax benefit was $188,000 in 2010 compared to income tax expense of $8,009,000 in 2009, a decrease in income tax expense of $8,197,000.
2009 Compared to 2008. Income tax expense (benefit) was $8,009,000 in 2009 compared to ($16,847,000) in 2008, a decrease of $24,856,000. The decrease was primarily due to the recording of a valuation allowance on the Corporation’s deferred tax asset in the amount of $25,851,000. As noted in the discussion of the provision for loan losses, two major automobile manufacturers filed for bankruptcy during 2009. The negative impact of these filings led to a significant increase in non-performing assets and subsequent losses recognized on these assets. These losses led management to evaluate the ability to utilize the deferred tax asset in a reasonable period. Management determined that utilizing the deferred tax asset was not verifiable and accordingly has fully reserved this asset. This non-cash charge eliminates the Corporation’s deferred tax asset in its entirety. Until this valuation allowance is retired, the Corporation will not record income tax expense or benefit. Refer to Note I of the Notes to Consolidated Financial Statements for additional information.

68


 

Comparison of Financial Condition at December 31, 2010 and December 31, 2009
Assets. Total assets at December 31, 2010 were $915,684,000 compared to $986,486,000 at December 31, 2009, a decrease of $70,802,000 or 7%. The decrease was primarily due to a decrease in net loans which is partially offset by increases in interest bearing deposits with banks and securities available for sale.
Securities Available for Sale. Total securities available for sale, at December 31, 2010 were $54,811,000 compared to $46,300,000 at December 31, 2009, an increase of $8,511,000 or 18%. The increase was primarily due to the deployment of available funds into securities available for sale in order to improve the Corporation’s yield on available funds. The Bank’s portfolio of securities available for sale has an amortized cost of $55.8 million and a fair value of $54.8 million. The securities at December 31, 2010 are as follows (in thousands):
                                 
    December 31, 2010  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
Government sponsored enterprises (GSE) — mortgage backed securities
  $ 55,586     $ 1       ($1,026 )   $ 54,561  
Other securities
    250                   250  
 
                       
 
                               
Totals
  $ 55,836     $ 1       ($1,026 )   $ 54,811  
 
                       
                                 
    December 31, 2009  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
US Government sponsored agency securities
  $ 12,759     $ 20       ($30 )   $ 12,749  
Corporate bonds
    33,308             (197 )     33,111  
Government sponsored enterprises (GSE) — mortgage backed securities
    101       3             104  
Other securities
    336                   336  
 
                       
 
                               
Totals
  $ 46,504     $ 3       ($227 )   $ 46,300  
 
                       
A balance and yield schedule of the securities portfolio at December 31, 2010 is listed below (in thousands):
                                 
                            Weighted  
            Amortized     Fair     Average  
    Par Value     Cost     Value     Yield  
GSE — mortgage backed securities
  $ 53,396     $ 55,586     $ 54,561       2.53 %
Other securities
    250       250       250       4.50 %
 
                       
 
                               
Totals
  $ 53,646     $ 55,836     $ 54,811       2.54 %
 
                       

69


 

The entire available for sale portfolio matures in 1 to 5 years. The entire portfolio has a net unrealized loss of $1,025,000. The unrealized loss is reflected by an adjustment to stockholders’ equity.
Loans. Total loans at December 31, 2010 were $735,851,000 compared to $833,136,000 at December 31, 2009, a decrease of $97,285,000 or 12%. The components of the outstanding balances for the years ended December 31, are as follows (in thousands):
                                         
    2010     2009     2008     2007     2006  
Consumer loans
  $ 25,871     $ 29,386     $ 31,864     $ 35,833     $ 32,282  
Commercial, financial, & other
    121,015       144,630       164,740       174,958       124,523  
Land development loans — residential
    21,975       38,472       54,323       63,639       65,460  
Land development loans — non residential
    9,970       11,644       16,094       10,156       14,633  
Commercial construction loans — residential
    10,613       13,287       17,296       33,768       30,988  
Commercial construction loans — non residential
    12,568       20,061       25,322       40,187       38,662  
Commercial real estate mortgages
    495,501       531,156       571,204       539,306       401,924  
Residential real estate mortgages
    38,338       44,500       52,426       54,237       47,948  
 
                             
 
                                       
 
  $ 735,851     $ 833,136     $ 933,269     $ 952,084     $ 756,420  
 
                             
The decrease in loans during 2010 was primarily due to net charge-offs of $23,132,000, the transfer of loans to other real estate in the amount of $16,231,000 and normal loan amortization.
The Bank expects the amount of total loans to remain relatively constant during 2011. The balances in land development loans and commercial construction loans are expected to decline. The balances in residential real estate mortgages, commercial real estate mortgages and other commercial loans are expected to increase. Management has implemented a strategy to decrease its exposure to land development and commercial construction loans. The extension of credit on these types of collateral is very limited or prohibited. Management will continue to focus on management of the existing loan portfolio and decreasing the level of non-performing loans in the portfolio. The Bank’s portfolio of consumer and residential loans will remain relatively stable as the repayment streams of these types of loans will be replaced by the active origination of these types of loans.

70


 

A maturity and repricing schedule of the loan portfolio, which distributes fixed rate loans by maturity date and adjustable rate loans by repricing date at December 31, 2010 is listed below (in thousands):
                                         
    Within     Three to     One to     After        
    Three     Twelve     Five     Five        
    Months     Months     Years     Years     Total  
Consumer loans
  $ 17,336     $ 2,390     $ 4,590     $ 21     $ 24,337  
Commercial, financial & other
    45,783       28,014       31,802       1,728       107,327  
Land development loans — residential
    3,091       2,924       4,056             10,071  
Land development loans — non-residential
    625       4,932       2,680             8,237  
Construction loans — residential
    732       2,119                   2,851  
Construction loans — non-residential
    11,544             707             12,251  
Commercial real estate mortgages
    62,407       87,011       297,560       20,065       467,043  
Residential real estate mortgages
    1,007       19,531       8,934       7,699       37,171  
 
                             
 
                                       
 
  $ 142,525     $ 146,921     $ 350,329     $ 29,513       669,288  
 
                               
 
Non-accrual loans
                                    66,563  
 
                                     
 
                                       
Total loans
                                  $ 735,851  
 
                                     
 
                                       
Loan at fixed interest rates
  $ 65,330     $ 125,982     $ 340,731     $ 28,498     $ 560,541  
Loan at variable interest rates
    77,195       20,939       9,598       1,015       108,747  
 
                             
 
                                       
 
  $ 142,525     $ 146,921     $ 350,329     $ 29,513       669,288  
 
                               
 
Non-accrual loans
                                    66,563  
 
                                     
 
                                       
Total loans
                                  $ 735,851  
 
                                     
Variable rate loans comprise 15% of the loan portfolio. The interest rates of these loans change or reprice at specific intervals according to certain market indices. The remainder of the loan portfolio has a fixed interest rate until maturity.
The Bank automatically places any loan that has been partially charged-off and most consumer loan borrowers in bankruptcy proceedings on non-accrual. The Bank on a discretionary basis places loans on non-accrual when a borrower is in bankruptcy where adequate security cannot be demonstrated and the borrower ceases paying interest. All other loans are typically placed on non-accrual after the borrower is ninety days or more past due unless collection is expected within 60 days. Refer to Note D of the Notes to the Consolidated Financial Statements for additional information.
The following is a summary of non-performing and problem loans (in thousands):
                         
    2010     2009     2008  
Troubled debt restructuring and still accruing
    48,527       59,420       17,765  
Over 90 days past due and still accruing
                450  
Non-accrual loans
    66,563       49,341       51,708  
 
                 
Total non performing loans
  $ 115,090     $ 108,761     $ 69,923  
 
                 

71


 

Non-performing loans included troubled debt restructuring of $48,527,000 at December 31, 2010. These loans were qualified as troubled debt restructuring due primarily to changes from principal and interest payments to interest only payments, restructuring of collateral, or renewals of interest reserves when current loan to value ratios were outside of our normal loan policy. Accordingly, these loans are deemed impaired upon restructuring. Any necessary valuation allowance is set aside for these loans in the allowance for loan losses. At December 31, 2010, specific allocations for loans classified as troubled debt restructuring amounted to $6,310,000. At December 31, 2010, all loans classified as troubled debt restructuring were performing according to their restructured terms. At December 31, 2009, 3 loans classified as troubled debt restructuring amounting to $2,705,000 were not performing according to their restructured terms.
During 2010, non-accrual loans increased to $66,563,000 at December 31, 2010 from $49,341,000 at December 31, 2009. Non-accrual loans at December 31, 2010 that were current according to the modified terms of their loan agreement were $16,073,000 compared to $4,536,000 at December 31, 2009. Non-accrual loans at December 31, 2010 that were not current according to the modified terms of their loan agreement were $50,490,000 compared to $44,805,000 at December 31, 2009. The Bank is required to record charge-offs on any substandard collateral dependent loan to reduce the loan balance to its fair value. Previously, the Bank would include any collateral shortfall on substandard collateral dependent loans in the allowance for loan losses.
Non-performing loans at December 31, 2010 that were not current according to the modified terms of their loan agreement were $50,490,000 compared to $47,510,000 at December 31, 2009.
The increase in non-accrual loans during the year ended December 31, 2010 is primarily due to the downgrading of 110 loans with a balance of $48,140,000 to non-accrual status. An impairment analysis was completed on these loans and any loans with a collateral shortfall were charged down to the fair value of the collateral less estimated selling costs. The impact of the the increase in the amount of non-accruals loans on the allowance for loan loss was largely offset by the decline in the allocation factors identified for these types of loans. The fair value of the collateral is determined primarily through the utilization of prior appraisals, which are discounted according to age of the appraisal and the utilization of supplemental current market information. Charge-offs in the amount of $23,132,000 were recorded on these loans by the Corporation during 2010. We continue to work to collect these loans as they are all secured by real estate which we believe will have significant value, even in liquidation. The distribution of loans downgraded to non-accrual status during 2010 (dollars, in thousands) is as follows:
                 
    Number of        
    Loans     Balance  
Consumer loans
    15     $ 1,497  
Commercial, financial, & other
    30       8,912  
Commercial real estate construction — residential property
    10       9,613  
Commercial real estate construction — non-residential property
           
Land development loans — residential property
    4       5,391  
Land development loans — non-residential property
    1       317  
Commercial real estate mortgages
    41       21,721  
Residential real estate mortgages
    9       689  
 
           
 
Total loans downgraded to non-accrual status
    110     $ 48,140  
 
           

72


 

The increase in non-performing loans is primarily related to the Bank’s commercial and commercial real estate loans as well as loans financing the development and construction of residential property. The decline of general economic conditions in Southeastern Michigan has negatively impacted many or the Bank’s commercial borrowers. The collapse of the value of the residential real estate market in Southeastern Michigan has negatively impacted the underlying collateral value of our portfolio of land development and construction loans. At the time of origination, these loans were well-collateralized loans with well-established real estate developers and home builders. However, the underlying value of our collateral related to these types of loans has declined as the demand for new residential construction in Southeastern Michigan has diminished dramatically and the adverse impact on our loan portfolio is expected to continue. The distribution of non-accrual loans by loan type (dollars, in thousands) is as follows at December 31, 2010:
                 
    Number of        
    Loans     Balance  
Consumer loans
    18     $ 1,533  
Commercial, financial, & other
    42       13,688  
Commercial real estate construction — residential property
    16       11,904  
Commercial real estate construction — non-residential property
    2       1,734  
Land development loans — residential property
    8       7,763  
Land development loans — non-residential property
    1       317  
Commercial real estate mortgages
    45       28,458  
Residential real estate mortgages
    14       1,166  
 
           
 
               
Total non-accrual loans
    146     $ 66,563  
 
           
Allowance for Loan Losses. The allowance for loan losses at December 31, 2010 was $27,971,000 compared to $35,125,000 at December 31, 2009, a decrease of $7,154,000 or 20%. The decrease in the allowance for loan loss is primarily due to the recording of $4,058,000 in specific allowances at December 31, 2009 for charge-offs that were recorded during 2010, the decline of net charge-offs and shrinkage in the loan portfolio during 2010 and to the leveling off in the rate of deterioration of non-performing loans during 2010. While the provision for loan losses during 2010 was due primarily to net charge-offs, the provision for loan losses during 2009 was due in large part to the increase in specific allowances and an increase in the allocation factors to those loans not specifically analyzed. During 2010, the Bank recorded net charge-offs of $23,132,000 compared to $30,190,000 during 2009. Charge-offs of $4,058,000 were recorded during 2010 on loans with specific allocations assigned at December 31, 2009 because these charge-offs were based on information that was received and subsequently confirmed in 2010 but where deterioration of the credit related to events that occurred in 2009. The provision for these charge-offs was recorded during the fourth quarter of 2009 because the deterioration of these credit occurred during 2009 even though the evidence of this deterioration was not received until 2010. Additionally, charge-offs of $3,667,000 were due to a change in the methodology relating to the valuation of residential building lots. This change was related to the evaluation of appraisals of this type of collateral, where the appraised value of developed residential building lots was required to be discounted based on the absorption factor associated with the collateral. The fact that these charge-offs, which amount to $7,725,000 during 2010 were not the result of deterioration of these credits during 2010 was considered in management’s analysis of the allowance for loan losses at December 31, 2010.
These charge-offs are primarily related to the Bank’s commercial and commercial real estate loans as well as loans financing the development and construction of residential property. The decline of general economic conditions in Southeastern Michigan as previously discussed has negatively impacted many of the Bank’s commercial borrowers. The collapse of the value of the residential real estate market in Southeastern Michigan has negatively impacted the underlying collateral value of our portfolio of land development and construction loans. This downturn in the residential real estate market is expected to continue and management expects the decline in the market value of our collateral to continue. The allowance for loan losses was based upon management’s assessment of relevant factors, including specific borrower situations and estimated collateral values, loan growth, types and amounts of non-performing loans, historical and anticipated loss experience on such types of loans, and current economic conditions. Transactions in the allowance for loan losses for the years ended December 31, are as follows (in thousands):

73


 

                                         
    2010     2009     2008     2007     2006  
Balance, beginning of year
  $ 35,125     $ 14,452     $ 10,617     $ 7,775     $ 6,808  
 
                                       
Allowance on loans acquired
                      1,704        
 
                                       
Charge-offs:
                                       
Consumer loans
    1,019       1,154       318       226       24  
Commercial, financial & other
    6,385       4,878       4,304       914       139  
Commercial construction loans — residential
    1,887       9,441       1,635       1,291        
Commercial construction loans — non-residential
    36       4,364       192              
Land development loans — residential
    10,046       1,471       1,777       1,665        
Land development loans — non-residential
    300       1,981                    
Commercial real estate mortgages
    4,455       6,919       2,446       662       36  
Residential loans
    276       701       296       320       38  
 
                                       
Recoveries:
                                       
Consumer loans
    203       176       19       25       17  
Commercial, financial & other
    330       339       117       224       218  
Commercial construction loans — residential
    1                          
Commercial construction loans — non-residential
                3       6        
Land development loans — residential
    43       107       33              
Commercial real estate mortgages
    622       61       21       140       26  
Residential loans
    73       36       4              
 
                             
 
                                       
Net charge-offs
    23,132       30,190       10,771       4,683       (24 )
 
                                       
Additions charged to operations
    15,978       50,863       14,606       5,821       943  
 
                             
 
                                       
Balance at end of period
  $ 27,971     $ 35,125     $ 14,452     $ 10,617     $ 7,775  
 
                             
 
                                       
Allowance to total loans
    3.80 %     4.22 %     1.55 %     1.12 %     1.03 %
 
                             
 
                                       
Net Charge-offs to average loans
    2.94 %     3.41 %     1.14 %     0.50 %     0.00 %
 
                             
The increase in the allowance for loan losses was based upon management’s assessment of relevant factors, including types and amounts of non-performing loans, historical loss experience for the Bank and for other banks in the peer group on such types of loans, the relevant change in the size and mix of the Bank’s loan portfolio and expected impact of current economic conditions on borrowers’ ability to repay their loans.

74


 

The allocation of the allowance for loan losses as of December 31, 2010 is as follows (in thousands):
                                         
    Total
    2010     2009     2008     2007     2006  
Consumer loans
  $ 1,115     $ 819     $ 141     $ 453     $ 470  
Commercial, financial, & other
    6,571       6,498       1,298       1,404       1,462  
Land development loans — residential
    1,757       5,909       4,496       2,215       1,228  
Land development loans — non-residential
    972       807       2,086       117       146  
Commercial construction loans — residential
    2,467       2,003       1,739       714       366  
Commercial construction loans — non-residential
    2,674       3,450       1,151       553       434  
Commercial real estate mortgages
    12,102       15,286       3,391       4,671       3,270  
Residential real estate mortgages
    313       353       150       490       398  
 
   
 
  $ 27,971     $ 35,125     $ 14,452     $ 10,617     $ 7,775  
 
   
                                         
    Percent of allowance for loan losses in each category  
    to total allowance for loan losses
    2010     2009     2008     2007     2006  
Consumer loans
    3.99 %     2.33 %     0.98 %     4.27 %     6.05 %
Commercial, financial, & other
    23.49 %     18.50 %     8.98 %     13.22 %     18.80 %
Land development loans — residential
    6.28 %     16.82 %     31.11 %     20.86 %     15.80 %
Land development loans — non-residential
    3.48 %     2.30 %     14.43 %     1.10 %     1.88 %
Commercial construction loans — residential
    8.82 %     5.70 %     12.03 %     6.73 %     4.71 %
Commercial construction loans — non-residential
    9.56 %     9.82 %     7.96 %     5.21 %     5.58 %
Commercial real estate mortgages
    43.27 %     43.52 %     23.46 %     44.00 %     42.06 %
Residential real estate mortgages
    1.12 %     1.00 %     1.04 %     4.62 %     5.12 %
 
   
 
    100.00 %     100.00 %     100.00 %     100.00 %     100.00 %
 
   
                                         
    Percent of loans in each category to total loans
    2010     2009     2008     2007     2006  
Consumer loans
    3.52 %     3.53 %     3.41 %     3.76 %     4.27 %
Commercial, financial, & other
    16.45 %     17.36 %     17.65 %     18.38 %     16.46 %
Land development loans — residential
    2.99 %     4.62 %     5.82 %     6.68 %     8.65 %
Land development loans — non-residential
    1.35 %     1.40 %     1.72 %     1.07 %     1.93 %
Commercial construction loans — residential
    1.44 %     1.59 %     1.85 %     3.55 %     4.10 %
Commercial construction loans — non-residential
    1.71 %     2.41 %     2.71 %     4.22 %     5.11 %
Commercial real estate mortgages
    67.34 %     63.75 %     61.20 %     56.64 %     53.14 %
Residential real estate mortgages
    5.21 %     5.34 %     5.62 %     5.70 %     6.34 %
 
   
 
    100.00 %     100.00 %     100.00 %     100.00 %     100.00 %
 
   

75


 

Premises and Equipment. Premises and equipment at December 31, 2010 were $19,195,000 compared to $20,194,000 at December 31, 2009, a decrease of $999,000 or 5%. The decrease was primarily due to the depreciation of the Bank’s fixed assets.
Real Estate Owned. Real estate owned at December 31, 2010 was $21,502,000, compared to $23,435,000 at December 31, 2009, a decrease of $1,933,000 or 8%. Prior to being transferred to real estate owned, a valuation of the collateral is completed. Depending on the scope of the collateral, new appraisals may be performed as part of this process. If a new appraisal is not deemed to be necessary, valuations are completed internally by lending professionals based on prior appraisals and other current market information. Prior appraisals are discounted based on the age of the appraisal. All valuations are subsequently reviewed by management. The net realizable value is determined by deducting the estimated selling costs from the valuation. Any charge-offs are recorded prior to the transfer to real estate owned. The fair value of these properties is reviewed based on changing market conditions and subsequent valuations are obtained at least annually. Real estate owned at December 31, 2010 is comprised of real estate owned in the amount of $19,099,000 and real estate in redemption of $2,403,000. Real estate owned at December 31, 2010 is comprised of 68 properties with an aggregate appraised value of $24,332,000. The Bank expects real estate owned to increase during 2011 as non-performing loans are transferred to other real estate. During 2010, the Corporation recorded loss on the sale of real estate of $476,000 and write-downs in the value of real estate in the amount of $6,338,000 to address the decline in property values after the Bank took ownership of real estate. A summary by type of the real estate owned by the Bank is listed below (amounts, in thousands):
                 
    Number of        
Property Type   Properties     Amount  
Single Family Homes
    22     $ 1,815  
Condominium
    2       1,297  
Vacant Land
    24       10,368  
Commercial
    12       3,761  
Office/Retail
    8       4,261  
 
           
 
               
Total
    68     $ 21,502  
 
           
Accrued Interest Receivable. Accrued interest receivable at December 31, 2010 was $3,286,000 compared to $3,562,000 at December 31, 2009, a decrease of $276,000 or 8%. The decrease was primarily due to the decline in loans during 2010.
Other Assets. Other assets at December 31, 2010 were $11,277,000 compared to $12,660,000 at December 31, 2009, a decrease of $1,383,000 or 11%. The decrease was largely due to the decrease in the federal income tax receivable.

76


 

Deposits. Total deposits at December 31, 2010 were $812,101,000 compared to $867,955,000 at December 31, 2009, a decrease of $55,854,000 or 6%. The components of the outstanding balances and percentage increase in deposits from 2009 to 2010 are as follows (in thousands):
                                         
    December 31, 2010     December 31, 2009     Percent  
    Balance     Percent     Balance     Percent     Increase/(Decrease)  
Non-interest bearing:
                                       
Demand
  $ 88,267       10.87 %   $ 83,873       9.66 %     5.24 %
 
                                   
 
Interest bearing:
                                       
Checking
  $ 73,107       9.00 %   $ 83,087       9.57 %     (12.01 %)
Money market
    53,499       6.59 %     52,412       6.04 %     2.07 %
Savings
    41,214       5.07 %     43,343       4.99 %     (4.91 %)
Time, under $100,000
    291,478       35.89 %     301,829       34.77 %     (3.43 %)
Time, $100,000 and over
    264,536       32.57 %     303,411       34.96 %     (12.81 %)
 
                             
 
    723,834       89.13 %     784,082       90.34 %     (7.68 %)
 
                             
 
                                       
 
  $ 812,101       100.00 %   $ 867,955       100.00 %     (6.44 %)
 
                             
The decrease in deposits was primarily due in the level of earnings assets during 2010. The Bank completed an annual customer appreciation promotion in April 2010 as well as two time deposit promotions during 2010. The customer appreciation promotion is offered annually to enhance the Bank’s name awareness.
The Bank’s primary source of funds are retail deposits. The Bank is currently limited in the interest rates that may be offered on deposit account. The interest rates that the Bank offers on deposit products cannot exceed the interest rate caps that are published by the FDIC on a weekly basis. Additionally, the Bank is limited in the utilization of brokered deposits.
The Bank also utilizes public funds in the form of time deposits, $100,000 and over and brokered deposits as secondary sources of funds. In order to coordinate and manage these efforts, the Bank has also designated a public funds officer. Public funds at December 31, 2010 were $6.4 million compared to $7.1 million at December 31, 2009. There were 24 and 27 entities with public funds on deposit at December 31, 2010 and 2009, respectively. The average term of time deposits invested with the Bank by public units was 345 and 240 days at December 31, 2010 and 2009, respectively. There were no brokered deposits at December 31, 2010. Brokered deposits were $17.5 million with an average rate of 1.05% at December 31, 2009.

77


 

Final maturities of total time deposits are as follows (in thousands):
                         
    $100,000 and over     Less than $100,000     Total  
2011
  $ 198,481     $ 219,980     $ 418,461  
2012
    59,846       62,360       122,206  
2013
    4,751       5,901       10,652  
2014
    454       826       1,280  
2015 and thereafter
    1,004       2,411       3,415  
 
                 
 
                       
Totals
  $ 264,536     $ 291,478     $ 556,014  
 
                 
The following is a summary of the distribution and weighted average interest rate of deposits at December 31, 2010 and 2009 (in thousands):
                                 
    2010     2009  
            Weighted             Weighted  
            Average             Average  
    Amount     Rate     Amount     Rate  
Non-interest bearing:
                               
Demand
  $ 88,267           $ 83,873        
 
                           
 
                               
Interest bearing:
                               
Checking
  $ 73,107       0.21 %   $ 83,087       0.47 %
Money market
    53,499       0.23 %     52,412       0.64 %
Savings
    41,214       0.21 %     43,343       0.30 %
Time, under $100,000
    291,478       1.60 %     301,829       2.71 %
Time, $100,000 and over
    264,536       1.58 %     303,411       2.59 %
 
                           
 
    723,834               784,082          
 
                           
 
                               
 
  $ 812,101             $ 867,955          
 
                           
The Bank continues a strategy of shifting maturing time deposits into other savings products.
Federal Home Loan Bank Advances. Federal Home Loan Bank advances at December 31, 2010 were $63,716,000 compared to $63,855,000 at December 31, 2009, a decrease of $139,000. Management expects the amount of advances to remain relatively unchanged during 2011
In 1999, the Bank joined the Federal Home Loan Bank of Indianapolis. Membership in the Federal Home Loan Bank provides the Bank with a stable source of additional funding at a reasonable cost. Federal Home Loan Bank advances are collateralized with a blanket collateral agreement with the Federal Home Loan Bank and investment securities, available for sale. Please refer to Note G of the Notes to the Consolidated Financial Statements for additional information.

78


 

Accrued Interest Payable. Accrued interest payable at December 31, 2010 was $1,056,000 compared to $1,046,000 at December 31, 2009, an increase of $10,000 or 1%. The increase was primarily due to deferred interest payments on subordinated debentures partially offset by the decline in interest paid on deposits.
Other Liabilities. Other liabilities were $1,852,000 at December 31, 2010 compared to $1,685,000 at December 31, 2009, an increase of $167,000 or 10%. The increase was primarily due to an increase in accrued expenses.
Subordinated Debentures. On December 19, 2002, the Corporation issued $10,000,000 of floating rate obligated mandatory redeemable securities through a special purpose entity as part of a pooled offering. The securities have a term of thirty years. The Corporation may redeem the securities after five years at face value. They are considered to be Tier 1 capital for regulatory capital purposes. Please refer to Note G of the Notes to the Consolidated Financial Statements for additional information.
Capital
Stockholders’ equity at December 31, 2010 was $26,959,000 compared to $41,945,000 as of December 31, 2009, a decrease of $14,986,000 or 36%. The decrease was primarily due to the net loss during 2010.
Applicable federal prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. At December 31, 2010 and 2009, the Bank and Corporation were undercapitalized. Please refer to Note M of the Notes to the Consolidated Financial Statements for additional information.
Undercapitalized institutions are subject to close monitoring by their federal bank regulator, restrictions on asset growth and expansion, and other significantly greater regulatory restrictions than apply to well-capitalized or adequately capitalized institutions.
On February 12, 2010, the Bank entered into a Consent Order that is effective February 22, 2010 with the FDIC and OFIR, its principal regulators, subsequent to a safety and soundness exam which outlined a variety of requirements to fulfill within certain timelines.
The Bank submitted a Capital Restoration Plan (“CRP”) to the FDIC and OFIR on December 15, 2009, due to our undercapitalized status based on our September 30, 2009 regulatory report of condition and income. This CRP was rejected because capital has not been successfully raised within the 120 days of the issuance of the Consent Order. An amended CRP was submitted on May 24, 2010. This CRP was also rejected because capital has not been successfully raised. The CRP addresses, among other things, the steps management will take to cause our capital levels to return to the minimum level to be adequately capitalized.
Management is considering various sources of capital and is considering a variety of options to accomplish this requirement during 2011.
Market Risk Analysis
The Corporation’s primary market risk exposure is interest rate risk and, to a lesser degree, liquidity risk. All of our transactions are denominated in U. S. dollars with no specific foreign exchange exposure. The Corporation has no agricultural-related loan assets and therefore has no significant exposure to changes in commodity prices. Any impact that changes in foreign exchange rates or commodity prices would have on interest rates are assumed to be insignificant. Interest rate risk is the exposure of our financial condition to adverse movements in interest rates. We derive our income primarily from the excess of interest collected on our interest-earning assets over the interest paid on our interest-bearing liabilities. The rates of interest earned on the assets and owed on our liabilities of the Corporation generally are established contractually for a period of time. Since market interest rates change over time, we are exposed to lower profitability if we cannot adapt to interest rate changes. Accepting interest rate risk can be an important source of profitability and shareholder value; however, excessive levels of interest rate risk could pose a significant threat to our earnings and capital base. Accordingly, effective risk management that maintains interest rate risk at prudent levels is essential to our safety and soundness.

79


 

Interest Rate Sensitivity Analysis. Evaluating the exposure to changes in interest rates includes assessing both the adequacy of the process used to control interest rate risk and the quantitative level of exposure. The Corporation’s interest rate risk management process seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest rate risk at prudent levels with consistency and continuity. In evaluating the quantitative level of interest rate risk, we assess the existing and potential future effects of changes in interest rates on our financial position, including capital adequacy, earnings, liquidity and asset quality.
The Corporation primarily uses two interest rate risk measurement techniques. The first, which is commonly referred to as GAP analysis, measures the difference between the dollars amounts of interest-sensitive assets and liabilities that will be repriced or mature during a given time period. The Corporation has sought to manage its exposure to changes in interest rates by matching more closely the effective maturities or repricing characteristics of the Corporation’s interest earning assets and interest bearing liabilities. The matching of the assets and liabilities may be analyzed by examining the extent to which the assets and liabilities are interest rate sensitive and by monitoring the expected effects of interest rate changes on net interest income. An asset or liability is interest rate sensitive within a specific time period if it will mature or reprice within that time period. If the Corporation’s assets mature or reprice more quickly or to a greater extent than its liabilities, the Corporation’s net portfolio value and net interest income would tend to increase during periods of rising interest rates but decrease during periods of falling interest rates. If the Corporation’s assets mature or reprice more slowly or to a lesser extent than its liabilities, its net portfolio value and net interest income would tend to decrease during periods of rising interest rates but increase during periods of falling interest rates.
Different types of assets and liabilities with the same or similar maturities may react differently to changes in overall market rates or conditions, and thus changes in interest rates may affect net interest income positively or negatively even if an institution were perfectly matched in each maturity category. Additionally, the gap analysis does not consider the many factors as banking interest rates move. While the interest rate sensitivity gap is a useful measurement and contributes toward effective asset and liability management, it is difficult to predict the effect of changing interest rates solely on that measure, without accounting for alterations in the maturity or repricing characteristics of the balance sheet that occur during changes in market interest rates. During periods of rising interest rates, the Corporation’s assets tend to have prepayments that are slower than expected and would tend to increase the negative gap position. Conversely, during a period of falling interest rates, the Corporation’s assets would tend to prepay faster than originally expected thus decreasing the negative gap position. In addition, some of the Corporation’s assets, such as adjustable rate mortgages, have caps on the amount by which their interest rates can change in any single period, and therefore may not reprice as quickly as liabilities in the same maturity category.

80


 

The following table sets forth the amounts of interest earning assets and interest bearing liabilities outstanding at December 31, 2010 which are expected to mature or reprice in each of the time periods shown below.
                                         
    Interest Rate Sensitivity Period  
    1-90     91-365     1-5     Over        
(In thousands)   Days     Days     Years     5 Years     Total  
Earning assets
                                       
Federal funds sold
  $ 55     $     $     $     $ 55  
Interest bearing deposits with Banks
    48,621       9,044       29,410             87,075  
Mortgage loans held for sale
    353                         353  
Securities available for sale
    10       25             54,776       54,811  
Federal Home Loan Bank stock
    3,605                         3,605  
Total loans, net of non-accrual
    144,359       145,291       350,519       29,119       669,288  
 
                             
Total earning assets
    197,003       154,360       379,929       83,895       815,187  
 
Interest bearing liabilities
                                       
Total interest bearing deposits
    285,716       300,566       137,290       263       723,835  
Federal Home Loan Bank advances
    53,500             10,216             63,716  
Other Borrowings
                             
Subordinated debentures
    10,000                         10,000  
 
                             
Total interest bearing liabilities
    349,216       300,566       147,506       263       797,551  
 
                             
 
Net asset (liability) funding gap
    (152,213 )     (146,206 )     232,423       83,632     $ 17,636  
 
                             
 
Cumulative net asset (liability) funding gap
    ($152,213 )     ($298,419 )     ($65,996 )   $ 17,636          
 
                               
The second interest rate measurement used is commonly referred to as net income simulation analysis. We believe that this methodology provides a more accurate measurement of interest rate risk than GAP analysis. The simulation model assesses the directions and magnitude of variations in net interest income resulting from potential changes in market interest rates. This model would normally display the impact of identical movements in either direction. However, the potential downward movement in the prime interest rate is limited due to the current level of that interest rate. The maximum movement of that interest rate would be 100 basis points. Key assumptions in the model include prepayment speeds on various loan and investment assets; cash flows and maturities of interest-sensitive assets and liabilities; the variability of interest rate sensitivity of assets and liabilities; and changes in market conditions impacting loan and deposit volume and pricing. These assumption are inherently uncertain, subject to fluctuation and revision in a dynamic environment; therefore, the model cannot precisely estimate net interest income or exactly predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes, changes in market conditions and our strategies, among other factors.
We conducted an interest rate simulation as of December 31, 2010, that assumed a gradual change in market rates occurred over the following twelve months. The following table reflects the suggested impact on net interest income over the next twelve months (dollars, in thousands):
                 
    Change in Net Interest Income  
Interest Rate Change   Amount     Percent  
+ 500 Basis Points
  $ 6,228       18.66 %
+ 400 Basis Points
    5,048       15.13 %
+ 300 Basis Points
    3,836       11.49 %
+ 200 Basis Points
    2,751       8.24 %
+ 100 Basis Points
    1,476       4.42 %
- 100 Basis Points
    0       0.00 %

81


 

Liquidity. Liquidity refers to readily available funds to meet the needs of borrowers and depositors. Levels of liquidity are closely monitored in conjunction with loan funding requirements and deposit outflows. Adequate liquidity protects institutions from raising funds under duress at excessive expense and provides a necessary cushion for occasional unpredictable aberrations in demand. While adequate liquidity is imperative, excessive liquidity in lower yielding cash investments or other easily marketable assets reduces potential interest income. Thus, an appropriate balance must be maintained to protect the institution and, at the same time, prudently maximize income opportunities. Sources of liquidity from both assets and liabilities include federal funds sold, securities available for sale, loan repayments, core deposits, Federal Home Loan Bank advances and a federal funds purchase credit facility.
The Corporation’s primary source of liquidity is its deposit base, raised through its retail branch system along with its unpledged securities, available for sale and overnight deposits with other banks. The Bank also has other wholesale sources of funds including brokered deposits, advances from the Federal Home Loan Bank of Indianapolis and borrowings from the Federal Reserve Bank.
Management evaluates the liquidity position of the Bank on a daily basis and makes appropriate decisions as to the utilizations of the Bank’s sources of funds and the deployment of excess cash. The Bank’s Deposit Pricing Committee is a sub-committee of the Bank’s Asset and Liability Committee and meets at least weekly. This Committee is comprised of the Chief Financial Officer, Controller, Head of Retail and Chief Deposit Officer. This Committee reviews the Bank’s available cash, available sources of funds, projected deposit maturity schedule and interest rates. This committee makes and enacts decisions regarding all aspects of the Bank’s deposits including the level of interest rates and was formed in order to react more quickly to the rapidly changing liquidity needs of the Bank. Regulatory interest rate restrictions are monitored weekly by the Chief Deposit Officer and any appropriate adjustments are implemented promptly.
Certain credit markets that the Corporation participated in previously and utilized as a primary source of funds became significantly disrupted and volatile during 2009 and are no longer relied upon by management. As a result, the Bank has increased its level of deposits and investment securities that can be pledged as collateral.
The following tables provide information about the Bank’s contractual obligations and commitments at December 31, 2010 (in thousands):
Contractual Obligations
                                         
    Payments Due By Period  
    Less Than 1 Year     1-3 Years     3-5 Years     Over 5 Years     Total  
Certificates of deposit
  $ 418,461     $ 132,858     $ 4,433     $ 262     $ 556,014  
Long-term borrowings
    53,548       10,168                   63,716  
Lease commitments
    626       439       201             1,266  
Subordinated debentures
                      10,000       10,000  
 
                             
 
                                       
Totals
  $ 472,635     $ 143,465     $ 4,634     $ 10,262     $ 630,996  
 
                             
Unused Loan Commitments and Letters of Credit
                                         
    Amount Of Commitment Expiration Per Period  
    Less Than 1 Year     1-3 Years     3-5 Years     Over 5 Years     Total  
Unused loan commitments
  $ 25,667     $ 8,084     $ 4,204     $ 7,435     $ 45,390  
Standby letters of credit
    548                         548  
 
                             
 
                                       
Totals
  $ 26,215     $ 8,084     $ 4,204     $ 7,435     $ 45,938  
 
                             

82


 

Impact of Inflation and Changing Prices
The Consolidated Financial Statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation is reflected in the increased cost of the Corporation’s operations. Unlike most industrial companies, virtually all the assets and liabilities of the Corporation are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction, or to the same extent, as the prices of goods and services.
Technology
The Corporation, operating as an independent, local community bank, strives to make available to its employees and customers a high level of technology as a way to be competitive with other larger financial institutions.
The Bank has implemented the following technologies:
ATM Banking
In Touch Voice Response Telephone Banking
Netteller Internet Banking
Netteller Cash Management
Vertex Teller Automation
Teller Item Capture
Streamline Platform Automation
Netteller Bill Pay
Remote Deposit Capture
Check 21
Electronic Cash Letter Delivery
Electronic Statements Interactive
DirectLine OFX (Open Financial Exchange)
ATM/Debit Card On-Line Real Time Processing
Remote Deposit Lockbox Processing
Mutual Fund Sweeps
Netteller Positive Pay
Overdraft Protection
Yellow Hammer Fraud Protection
Re-launch Website with updated features and appearance
There are no plans to implement additional technologies in 2011.

83


 

DEARBORN BANCORP, INC.
DIRECTORS AND OFFICERS
DIRECTORS
MARGARET I. CAMPBELL
Retired, Manufacturing
JOHN E. DEMMER
Chairman of the Board and Chief Executive Officer
Jack Demmer Ford, Inc.;
Jack Demmer Lincoln, Inc. and
Jack Demmer Leasing
WILLIAM J. DEMMER
President
Jack Demmer Ford, Inc and
Jack Demmer Lincoln, Inc.
Jack Demmer Leasing
MICHAEL V. DORIAN, JR.
President
Mike Dorian Ford
DAVID HIMICK
Retired, Industrial Supply
DONALD G. KARCHER
Insurance Underwriter
Karcher Agency, Inc.
BRADLEY F. KELLER
Retired, Management
JEFFREY G. LONGSTRETH
Retired, Real Estate Broker/Owner
Century 21 — Curran & Christie
MICHAEL J. ROSS
President and Chief Executive Officer
Dearborn Bancorp, Inc. and Fidelity Bank
DR. ROBERT C. SCHWYN
Physician
Oaklane Medical
OFFICERS
JOHN E. DEMMER
Chairman of the Board
MICHAEL J. ROSS
President and Chief Executive Officer
JEFFREY L. KARAFA
Vice President, Treasurer and Secretary

84


 

FIDELITY BANK
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS
MARGARET I. CAMPBELL
Retired, Manufacturing
JOHN E. DEMMER
Chairman of the Board
Jack Demmer Ford, Inc.;
Jack Demmer Lincoln Inc. and
Jack Demmer Leasing, Inc.
WILLIAM J. DEMMER
President
Jack Demmer Ford, Inc. and
Jack Demmer Lincoln, Inc. and
Jack Demmer Leasing, Inc.
MICHAEL V. DORIAN, JR.
President
Mike Dorian Ford
DAVID HIMICK
Retired, Industrial Supply
DONALD G. KARCHER
Insurance Underwriter
Karcher Agency, Inc.
BRADLEY F. KELLER
Retired, Management
JEFFREY G. LONGSTRETH
Retired, Real Estate Broker/Owner
Century 21 — Curran & Christie
MICHAEL J. ROSS
President and Chief Executive Officer
Fidelity Bank
DR. ROBERT C. SCHWYN
Physician
Oaklane Medical
EXECUTIVE OFFICERS
MICHAEL J. ROSS
President
Chief Executive Officer
JEFFREY L. KARAFA
Senior Vice President
CFO & Secretary
WARREN R. MUSSON
Senior Vice President
Head of Lending
JEFFREY J. WOLBER
Senior Vice President
Head of Retail

85


 

FIDELITY BANK
OFFICERS
FIRST VICE PRESIDENT
TERRENCE R. O’NEIL
First Vice President — Credit
VICE PRESIDENTS
GARY W. AMES JR.
Vice President & Controller
DEBBY M. ASTERIOU
Vice President — Treasury
THOMAS E. BELL
Vice President — Commercial Loans
DANIEL P. BROPHY
Vice President — Commercial Loans
KATHERINE T. BROWN
Vice President — Commercial Loans
DANIEL A. BZURA
Vice President — Branch Operations
PATRICIA CARMONA
Vice President — Accounting
RITA L. CAVATAIO
Vice President — Commercial Loans
GEORGE J. DEMOU
Vice President — Commercial Loans
FRANK J. FILECCIA
Vice President — Business Development
CYNTHIA A. FRAGA
Vice President — Commercial Loans
LEE E. FREELAND
Vice President — Sales Administration
ROBERT F. GRANT
Vice President — Commercial Loans
JIHAD A. HACHEM
Vice President — Commercial Loans
ALLEN E. HEIMER
Vice President — Commercial Loans
F. GLEN ISLAMI
Vice President — Compliance
DEBRA S. LEONARD
Vice President — Product Delivery
TERRENCE P. LEVINS
Vice President — Commercial Loans
GAYLE S. McGREGOR
Vice President — Commercial Loans
WYNN C. MILLER
Vice President — Internal Audit
REGAN J. MORIN
Vice President — Commercial Loans
DAN K. MORRIS
Vice President — Commercial Loans
MARK M. PACITTO
Vice President — Commercial Loans
STEVEN M. PELTZ
Vice President — Commercial Loans
ELIZABETH A. PIZZO
Vice President — Human Resources
JAMES T. POWERS
Vice President — Product Support
DENNIS C. ROCHELEAU
Vice President & Cashier
GARY P. RUSCH
Vice President — Commercial Loans
GREGORY M. SCHNEIDER
Vice President — Commercial Loans
STEVEN P. SLADE
Vice President — Consumer Loans
DAVID S. SOBLE
Vice President — Commercial Loans
STEPHEN C. TARCZY
Vice President — Commercial Loans
RICHARD K. VALLEE
Vice President — BSA & Security
SUSAN VETTRAINO
Vice President — Internal Controls
BRADY J. VIBERT
Vice President — Commercial Loans
CHRISTOPHER E. WESTPHAL
Vice President — Commercial Loans
PAMELA G. WILKS
Vice President — Product Support
ASSISTANT VICE PRESIDENTS
KAREN M. COVER
PATRICIA L. DANCIK
DONALD D. HARBIN
NADINE S. McMILLAN
MIHAI PARASCA
MARIAN Z. SMRCKA
FIRST LEVEL OFFICERS
STEPHENI C. AGUILA
DIANE E. AVERILL
MARK D. BOWERS
V. STACY BRANHAM
TERRENCE W. CARLSON
TIMOTHY D. COLLINS
DAVID H. DAVIES
KAREN B. DeVRIES
JENNIFER E. DOWNHAM
DANIEL C. GILBERT
DUANE J. HINKLEY
ANGELA HSU
MILY H. HUBENY
HILARY L. JOHNSON
KIM M. KELEMEN
SANDRA L. LETHBRIDGE
LISA M. LOBB
KRISTIN N. McCLARY
JAMES F. MILLER
MARK A. O’KEEFE
MICHAEL B. VASSAS
MATTHEW J. VER VAECKE
CHARLES P. WASCZENSKI
CAROLYN A. WILKINS

86


 

FIDELITY BANK
SUBSIDIARIES
COMMUNITY BANK INSURANCE AGENCY, INC.
Michael J. Ross, President
COMMUNITY BANK AUDIT SERVICES, INC.
Wynn C. Miller, President

87


 

FIDELITY BANK
LOCATIONS
Ann Arbor / Eisenhower Banking Center
250 West Eisenhower Parkway, Suite 100
Ann Arbor, MI 48103
Phone: (734) 302-1481
Auburn Hills Banking Center
3201 University Drive, Suite 180
Auburn Hills, MI 48326
Phone: (248) 364-9700
Bingham Farms Banking Center
30700 Telegraph
Bingham Farms, MI 48025
Phone: (248) 642-6757
Birmingham Banking Center
1040 E. Maple
Birmingham, MI 48009
Phone: (248) 642-1901
Bloomfield Township Banking Office
3681 W. Maple
Bloomfield Township, MI 48301
Phone: (248) 642-1903
Canton Township Banking Office
1325 N. Canton Center Road
Canton. MI 48187
Phone: (734) 981-0022
Clinton Township Banking Office
19100 Hall Road
Clinton Township, MI 48038
Phone: (586) 416-4400
Dearborn / Main Office Banking Center
22290 Michigan Avenue
Dearborn. MI 48124
Phone: (313) 274-1000
Dearborn Heights Banking Center
24935 W. Warren Avenue
Dearborn Heights, MI 48127
Phone: (313) 724-0100
Dearborn Administrative and
Regional Lending Center
1360 Porter Street
Dearborn. MI 48124
Phone: (313) 565-5700
Galleria Banking Center
200 Galleria Office Center
Southfield, MI 48034
Phone: (248) 352-1580
Plymouth Township Banking Center
44623 Five Mile
Plymouth Township, MI 48170
Phone: (734) 454-1000
Saline Banking Center
450 E. Michigan Avenue
Saline, MI 48176
Phone: (734) 429-3828
Shelby Township Banking Center
7755 23 Mile Road
Shelby Township, MI 48316
Phone: (586) 254-8700
Southgate Banking Center
12820 Fort Street
Southgate, MI 48195
Phone: (734) 284-3300
Southfield/Twelve Mile Banking Center
20000 12 Mile Road
Southfield, MI 48034
Phone: (248) 559-5779
Bank Operations Center
4000 Allen Road
Allen Park, MI 48101
Phone: (313) 381-3200
Galleria — ATM Only
300 Galleria Office Center
Southfield, MI 48034
Henry Ford Community College — ATM Only
5101 Evergreen Road
Dearborn, MI 48124
Travelers Tower — ATM Only
26555 Evergreen
Southfield, MI 48034

88


 

DEARBORN BANCORP, INC. COMMON STOCK
Dearborn Bancorp, Inc. common stock is listed on the Nasdaq Global Market and is traded under the symbol “DEAR”.
INVESTOR RELATIONS AND FORM 10-K AVAILABLE
Additional information about the Corporation including a free copy of the Corporation’s Form 10-K filed with the Securities and Exchange Commission may be obtained by writing or calling: Carolyn Wilkins, Corporate Services Officer, 4000
Allen Road, Allen Park, Michigan 48101;
(313) 381-3200 or by E-mail at
Carolyn.Wilkins@fidbank.com.
ANNUAL MEETING
The Annual Meeting of Stockholders will be held on Tuesday, May 17, 2011, at Park Place, 23400 Park Avenue, Dearborn, Michigan, at 3:00 p.m.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BKD, LLP
201 North Illinois Street, Suite 700
P. O. Box 44998
Indianapolis, IN 46244-0998
(317) 383-3665
STOCK TRANSFER AGENT AND REGISTRAR
Stockholders requiring a change of name, address or ownership of stock, as well as information about shareholder records or lost or stolen certificates, dividend checks, dividend direct deposit, and dividend reinvestment should contact:
Computershare Trust Company, N.A.
P. O. Box 43070
Providence, RI, 02940-3070
(800) 962-4284
www.computershare.com
WEBSITE INFORMATION
Online Information for the most current news releases and Dearborn Bancorp, Inc. financial reports and product information, visit our Website at www.fidbank.com
QUARTERLY COMMON STOCK PRICE INFORMATION
                         
    High     Low     Close  
2010
                       
First quarter
  $ 2.48     $ 0.41     $ 1.11  
Second quarter
    5.47       1.09       1.87  
Third quarter
    3.16       1.23       1.79  
Fourth quarter
    2.40       1.50       1.65  
 
                       
2009
                       
First quarter
  $ 2.45     $ 1.33     $ 1.82  
Second quarter
    3.22       1.75       1.80  
Third quarter
    2.00       0.80       1.21  
Fourth quarter
    1.25       0.35       0.46  
All per share amounts presented have been adjusted to reflect the issuance of stock dividends.

89


 

PRINCIPAL NASDAQ MARKET MAKERS
Citadel Securities, LLC
131 South Dearborn Street, 32nd Floor
Chicago, IL 60603
(312) 395-2100
Credit Suisse Securities (USA), LLC
11 Madison Ave
New York NY 10010
(212)-325-2000
Direct Edge ECN, LLC
545 Washington Boulevard
Jersey City, NJ 07310
201-942-8228
E*Trade Capital Markets, LLC
One Financial Place
440 S. Lasalle St., Suite 3030
Chicago, IL 60605
(312) 986-9986
Goldman Sachs & Co
200 West Street
New York NY 10282
(212)-902-1000
Howe Barnes Hoefer & Arnett, Inc.
222 S. Riverside Plaza, 7th Floor
Chicago, Illinois 60606
(312) 655-3000
Knight Capital Americas, L.P.
545 Washington Boulevard
Jersey City, NJ 07310
(201) 557-6844
Merrill Lynch Pierce Fenner
One Bryant Park
New York NY 10036
(212)-449-1000
McAdams Wright Ragen Inc
925 Fourth Ave Ste 3900
Seattle WA 98104
(206)664-8850
Morgan Stanley & Company, Inc.
1585 Broadway
New York, NY 10036
(212) 761-4000
Pershing, LLC
One Pershing Plaza
Jersey City, NJ 07399
(201) 413-2000
Stifel Nicolaus & Co Inc
1 Financial Plaza
501 N Broadway
St Louis MI 63102
(314)-342-2000
UBS Securities, LLC
677 Washington Blvd., 6th Floor
Stamford, CT 06901
(203) 719-3000

90


 

(DEAR LOGO)
DEARBORN BANCORP, INC.
1360 Porter Street
Dearborn, Michigan 48124
Phone: (313) 565-5700
www.fidbank.com