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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly period ended            March 31, 2005.

Commission file number 000-24478.

DEARBORN BANCORP, INC.


(Exact name of registrant as specified in its charter)
     
Michigan   38-3073622
     
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
         
1360 Porter Street, Dearborn, MI
    48124  

(Address of principal executive office)
  (Zip Code)

(313) 565-5700


(Registrant’s telephone number, including area code)

N/A


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of April 30, 2005.

     
Class
  Shares Outstanding
     
Common Stock   4,831,197

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the 1934 Securities and Exchange Act).

Yes o No þ

 
 

 


DEARBORN BANCORP, INC.
INDEX

             
      Financial Information:    
 
           
Item 1.
      Financial Statements    
 
           
 
      The following consolidated financial statements of Dearborn Bancorp, Inc. and its subsidiary included in this report are:   Page
 
         
 
           
 
      Independent Accountants’ Report   3
 
           
 
      Consolidated Balance Sheets – March 31, 2005, December 31, 2004 and March 31, 2004   4
 
           
 
      Consolidated Statements of Income - For the Three Months Ended March 31, 2005 and 2004   5
 
           
 
      Consolidated Statements of Comprehensive Income - For the Three Months Ended March 31, 2005 and 2004   6
 
           
 
      Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2005 and 2004   7
 
           
 
      Notes to Consolidated Financial Statements   8-13
 
           
      Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital   14-27
 
           
      Quantitative and Qualitative Disclosures about Market Risk   28-30
 
           
      Controls and Procedures   31
 
           
      Other Information:    
 
           
    Pursuant to SEC rules and regulations, the following item(s) are included with the Form 10-Q Report:    
 
           
 
      Item 6. Exhibits and Reports on Form 8-K   32
 
           
    Pursuant to SEC rules and regulations, the following items are omitted from this Form 10-Q as inapplicable or to which the answer is negative:    
 
           
 
      Item 1. Legal Proceedings    
 
           
 
      Item 2. Changes in Securities and Use of Proceeds    
 
           
 
      Item 3. Defaults upon Senior Securities    
 
           
 
      Item 4. Submission of Matters to a Vote of Security Holders    
 
           
 
      Item 5 Other Information    
 
           
SIGNATURES       33
 Section 302 Certification of Chief Executive Officer
 Section 302 Certification of Chief Financial Officer
 Section 906 Certification of Chief Executive Officer
 Section 906 Certification of Chief Financial Officer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Dearborn Bancorp, Inc.
Dearborn, Michigan

We have reviewed the consolidated balance sheets of Dearborn Bancorp, Inc. as of March 31, 2005 and the related consolidated statements of income and comprehensive income and the related consolidated statements of cash flows for the three month periods ended March 31, 2005 and 2004. These financial statements are the responsibility of the company’s management.

We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

     
  /s/ Crowe Chizek and Company LLC
 
   
Grand Rapids, Michigan
   
May 2, 2005
   

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DEARBORN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (unaudited)

                         
(Dollars, in thousands)   03/31/05     12/31/04     03/31/04  
ASSETS
                       
Cash and cash equivalents
                       
Cash and due from banks
  $ 10,933     $ 5,946     $ 9,149  
Federal funds sold
    7,214       12,640       11,751  
Interest bearing deposits with banks
    412       2,283       57  
 
                 
Total cash and cash equivalents
    18,559       20,869       20,957  
 
                       
Mortgage loans held for sale
    4,458       1,692       1,266  
Securities, available for sale
    19,652       21,075       12,521  
Federal Home Loan Bank stock
    1,134       1,122       1,086  
Loans
                       
Loans
    612,472       587,562       420,783  
Allowance for loan loss
    (6,288 )     (5,884 )     (4,632 )
 
                 
Net loans
    606,184       581,678       416,151  
 
                       
Premises and equipment, net
    14,017       13,124       8,323  
Real estate owned
    146       138        
Goodwill
    7,042       7,080        
Other intangible assets
    863       902        
Accrued interest receivable
    2,017       1,889       1,525  
Other assets
    2,965       3,093       1,714  
 
                 
 
                       
Total assets
  $ 677,037     $ 652,662     $ 463,543  
 
                 
 
                       
LIABILITIES
                       
Deposits
                       
Non-interest bearing deposits
  $ 64,978     $ 63,065     $ 37,097  
Interest bearing deposits
    482,829       477,815       358,807  
 
                 
Total deposits
    547,807       540,880       395,904  
 
                       
Other liabilities
                       
Federal funds purchased
    16,060              
Securities sold under agreements to repurchase
    3,083       4,115        
Federal Home Loan Bank advances
    20,614       20,614       20,638  
Accrued interest payable
    1,339       1,107       761  
Other liabilities
    1,187       1,342       490  
Subordinated debentures
    10,000       10,000       10,000  
 
                 
Total liabilities
    600,090       578,058       427,793  
 
                       
STOCKHOLDERS’ EQUITY
                       
Common stock - - 10,000,000 shares authorized, 4,831,197 shares at 03/31/05, 4,794,012 shares at 12/31/04; and 3,263,433 shares at 03/31/04
    75,280       74,918       34,622  
Retained earnings
    2,109       344       1,302  
Accumulated other comprehensive loss
    (442 )     (658 )     (174 )
 
                 
Total stockholders’ equity
    76,947       74,604       35,750  
 
                 
 
                       
Total liabilities and stockholders’ equity
  $ 677,037     $ 652,662     $ 463,543  
 
                 

The accompanying notes are an integral part of these consolidated statements.

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DEARBORN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

                 
    Three Months Ended     Three Months Ended  
(In thousands, except share and per share data)   03/31/05     03/31/04  
Interest income
               
Interest on loans
  $ 9,702     $ 6,404  
Interest on securities, available for sale
    140       71  
Interest on federal funds
    48       16  
Interest on deposits with banks
    2       7  
 
           
Total interest income
    9,892       6,498  
 
           
 
               
Interest expense
               
Interest on deposits
    2,886       1,660  
Interest on other borrowings
    286       231  
Interest on subordinated debentures
    140       123  
 
           
Total interest expense
    3,312       2,014  
 
           
 
               
Net interest income
    6,580       4,484  
Provision for loan losses
    464       224  
 
           
 
               
Net interest income after provision for loan losses
    6,116       4,260  
 
           
 
Non-interest income
               
Service charges on deposit accounts
    150       132  
Fees for other services to customers
    32       12  
Gain on the sale of loans
    130       143  
Gain on the sale of real estate
    87        
Other income
    2       19  
 
           
Total non-interest income
    401       306  
 
               
Non-interest expenses
               
Salaries and employee benefits
    2,307       1,817  
Commissions on the origination of loans
    65       63  
Occupancy and equipment expense
    634       359  
Intangible expense
    38        
Advertising and marketing
    114       77  
Stationery and supplies
    89       71  
Professional services
    199       115  
Data processing
    116       71  
Other operating expenses
    281       218  
 
           
Total non-interest expenses
    3,843       2,791  
 
           
 
               
Income before income tax provision
    2,674       1,775  
Income tax provision
    909       601  
 
           
 
               
Net income
  $ 1,765     $ 1,174  
 
           
 
               
Per share data:
               
Net income — basic
  $ 0.37     $ 0.36  
Net income — diluted
  $ 0.34     $ 0.33  
 
               
Weighted average number of shares outstanding — basic
    4,810,735       3,255,238  
Weighted average number of shares outstanding — diluted
    5,152,744       3,589,246  

The accompanying notes are an integral part of these consolidated statements.

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DEARBORN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

                 
  Three Months Ended     Three Months Ended  
(In thousands)   03/31/05     03/31/04  
Net income
  $ 1,765     $ 1,174  
Other comprehensive income (loss), net of tax
               
Unrealized gains (losses) on securities
               
Unrealized holding gains (losses) arising during period
    328       (296 )
Less: reclassification adjustment for gains included in net income
           
Tax effects
    (112 )     100  
 
           
Other comprehensive income (loss)
    216       (196 )
 
           
 
               
Comprehensive income
  $ 1,981     $ 978  
 
           

The accompanying notes are an integral part of these consolidated statements.

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DEARBORN BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

                 
    Three Months Ended  
(In thousands)   3/31/05     3/31/04  
Cash flows from operating activities
               
Interest and fees received
  $ 9,764     $ 6,434  
Interest paid
    (3,080 )     (2,007 )
Taxes paid
    (250 )      
Proceeds from sale of mortgages held for sale
    8,272       10,383  
Origination of mortgages held for sale
    (10,908 )     (10,001 )
Cash paid to suppliers and employees
    (3,996 )     (2,949 )
 
           
Net cash provided by operating activities
    (198 )     1,860  
 
               
Cash flows from investing activities
               
Proceeds from maturities of securities available for sale
    3,200       4,000  
Proceeds from repayments of securities available for sale
    89       121  
Purchases of securities available for sale
    (1,535 )      
Purchases of Federal Home Loan Bank stock
    (12 )     (13 )
Increase in loans, net of payments received
    (24,970 )     (19,731 )
Purchases of property and equipment
    (1,107 )     (2,884 )
 
           
Net cash used in investing activities
    (24,335 )     (18,507 )
 
               
Cash flows from financing activities
               
Net increase (decrease) in non-interest bearing deposits
    1,913       (1,984 )
Net increase in interest bearing deposits
    5,014       18,269  
Net increase in federal funds payable
    16,060        
Net decrease in other borrowings
    (1,032 )      
Stock option exercise
    268       171  
 
           
Net cash provided by financing activities
    22,223       16,456  
 
           
 
               
Decrease in cash and cash equivalents
    (2,310 )     (191 )
Cash and cash equivalents at the beginning of the period
    20,869       21,148  
 
           
 
               
Cash and cash equivalents at the end of the period
  $ 18,559     $ 20,957  
 
           
 
Reconciliation of net income to net cash provided by operating activities
               
Net income
  $ 1,765     $ 1,174  
Adjustments to reconcile net income to net cash provided by (used in) operating activities
               
Provision for loan losses
    464       224  
Depreciation and amortization expense
    214       115  
Accretion of discount on investment securities
    (12 )     (1 )
Amortization of premium on investment securities
    9       11  
(Increase) decrease in mortgages held for sale
    (2,766 )     239  
Increase in interest receivable
    (128 )     (64 )
Increase in interest payable
    232       7  
Decrease in other assets
    85       128  
(Increase) decrease in other liabilities
    (61 )     27  
 
           
 
               
Net cash provided by operating activities
  ($  198 )   $ 1,860  
 
           

The accompanying notes are an integral part of these consolidated financial statements.

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DEARBORN BANCORP, INC.
FORM 10-Q (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.   Accounting and Reporting Policies

The consolidated financial statements of Dearborn Bancorp, Inc. (the “Corporation”) include the consolidation of its only subsidiary, Community Bank of Dearborn (the “Bank”). The accounting and reporting policies of the Corporation are in accordance with accounting principles generally accepted in the United States of America and conform to practice within the banking industry.

The consolidated financial statements of the Corporation as of March 31, 2005 and 2004, and December 31, 2004 and for the three month periods ended March 31, 2005 and 2004 reflect all adjustments, consisting of normal recurring items which are in the opinion of management, necessary for a fair presentation of the results for the interim period. The operating results for the quarter are not necessarily indicative of results of operations for the entire year.

The consolidated financial statements as of March 31, 2005 and 2004, and for the three months ended March 31, 2005 and 2004 included herein have been prepared by the Corporation, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in interim financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and notes thereon included in the Corporation’s 2004 Annual Report to Stockholders on Form 10-K.

Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these material judgments include, but without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses and determining the fair value of securities and other financial instruments and assessing other than temporary impairments of securities.

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A.   Accounting and Reporting Policies (continued)

Employee compensation expense under stock option plans is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-based Compensation (in thousands, except share and per share data).

                 
    For the Three Months Ended  
    03/31/05     03/31/04  
Net income
               
As reported
  $ 1,765     $ 1,174  
Less: stock-based compensation expense determined under fair value based method
          9  
 
           
Pro forma
  $ 1,765     $ 1,165  
 
           
Basic income per share
               
As reported
  $ 0.37     $ 0.36  
Pro forma
  $ 0.37     $ 0.36  
Diluted income per share
               
As reported
  $ 0.34     $ 0.33  
Pro forma
  $ 0.34     $ 0.32  

Stock options vest after a six month period from date of grant. No options were granted in 2004 or 2005.

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B.   Securities Available For Sale

The amortized cost and estimated market value of securities available for sale are as follows (in thousands):

                                 
    March 31, 2005  
            Gross     Gross     Estimated  
    Amortized     Unrealized     Unrealized     Market  
    Cost     Gains     Losses     Value  
US Treasury securities
  $ 13,699     $     ($  103 )   $ 13,596  
Mortgage backed securities
    737       14             751  
Corporate debt securities
    1,885                   1,885  
FHLMC preferred stock
    4,000             (580 )     3,420  
 
                       
 
                               
Totals
  $ 20,321     $ 14     ($  683 )   $ 19,652  
 
                       
                                 
    December 31, 2004  
            Gross     Gross     Estimated  
    Amortized     Unrealized     Unrealized     Market  
    Cost     Gains     Losses     Value  
US Treasury securities
  $ 15,696     $     ($  62 )   $ 15,634  
Mortgage backed securities
    826       25             851  
Corporate debt securities
    1,550                   1,550  
FHLMC preferred stock
    4,000             (960 )     3,040  
 
                       
 
                               
Totals
  $ 22,072     $ 25     ($  1,022 )   $ 21,075  
 
                       

The amortized cost and estimated market value of securities available for sale at March 31, 2005 by contractual maturity are shown below (in thousands):

                 
            Estimated  
    Amortized     Market  
    Cost     Value  
Due in three months or less
  $ 2,000     $ 1,997  
Due in three months through one year
    8,695       8,638  
Due in over one year through five years
    3,004       2,961  
Due in over five years
    1,885       1,885  
Mortgage backed securities
    737       751  
FHLMC preferred stock
    4,000       3,420  
 
           
 
               
Totals
  $ 20,321     $ 19,652  
 
           

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The entire portfolio has a net unrealized loss of $669,000 at March 31, 2005. Securities with unrealized losses at March 31, 2005, aggregated by investment category and the length of time that the securities have been in a continuous loss position, are as follows:

                 
Investment category   Fair Value     Unrealized Loss  
US treasury securities
  $ 13,596     ($  103 )
FHLMC preferred stock
    3,420       (580 )
 
           
 
               
Total temporarily impaired
  $ 17,016     ($  683 )
 
           
                 
Length of time in a continuous loss position   Fair Value     Unrealized Loss  
Less than one year
  $ 13,596     ($  103 )
One to three years
    3,420       (580 )
 
           
 
               
Total temporarily impaired
  $ 17,016     ($  683 )
 
           

The Bank holds a floating rate issue of the preferred stock of the Federal Home Loan Mortgage Corporation (FHLMC) that has an unrealized loss of $580,000. The unrealized loss on FHLMC preferred stock has not been recognized into income because the issuer of this security is of high credit quality, management has the intent and ability to hold this security for the foreseeable future, and the decline in fair value is believed largely due to changes in interest rates and reported business issues not related to the underlying operations of the organization. Management believes that the fair value will recover as the security’s interest rate increases and the reported business issues are fully resolved.

The Corporation does not hold any securities in the “Held to Maturity” category nor does the Corporation hold or utilize derivatives.

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C.   Stock Option Plan

Options to buy common stock are granted to officers and employees under a Stock Option Plan which provides for issue of up to 738,729 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. If an option expires or terminates without having been exercised, such option becomes available for future grant under the Plan.

A summary of the option activity for the three months ended March 31, 2005 is as follows:

                         
                    Weighted  
    Available             Average  
    For     Options     Exercise  
    Grant     Available     Price  
Outstanding at January 1, 2005
          540,474     $ 9.18  
Exercised
          (37,185 )     7.22  
 
                 
Outstanding at March 31, 2005
          503,289     $ 9.33  
 
                 

For the options outstanding at March 31, 2005, the range of exercise prices was $4.61 to $17.80 per share with a weighted-average remaining contractual term of 6.0 years. At March 31, 2005, 503,289 options were exercisable at weighted average exercise price of $9.33 per share. There were no antidilutive shares for the quarters ended March 31, 2005 and 2004.

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D.   Acquisition

On October 29, 2004, the Corporation acquired the Bank of Washtenaw (“Washtenaw”), a wholly owned subsidiary of Pavillion Bancorp, Inc. for $15,100,000 in cash. The assets and liabilities of the Bank of Washtenaw at acquisition and net income derived from those assets and liabilities since the acquisition have been consolidated into the Bank. Washtenaw, which was founded in January 2001, has its main office in Saline, Michigan with a branch office and a regional lending center in Ann Arbor, Michigan. As of October 29, 2004, Washtenaw had total assets of $85,500,000, gross loans of $67,100,000 and total deposits of $66,100,000.

The acquisition has been accounted for using the purchase method of accounting, and accordingly, the purchase price has been allocated to the tangible and identified intangible assets purchased and the liabilities assumed based upon the estimated fair values at the date of acquisition. There are refinements in the process of allocating the purchase price that have not been entirely completed. Identified intangible assets and purchase accounting fair value adjustments are being amortized under various methods over the expected lives of the corresponding assets and liabilities. Goodwill will not be amortized, but will be reviewed for impairment on an annual basis. Goodwill and other intangible assets are tax deductible over 15 years. Currently, identified intangible assets subject to amortization are $863,000. Goodwill aggregates to $7,042,000.

The consolidated statements of income reflect the operating results of Washtenaw since the effective date of the acquisition. The following table presents pro forma information for the Corporation including the acquisition of Bank of Washtenaw for the quarter ended March 31, 2004, as if the acquisition had occurred at the beginning of 2004.

         
    Three Months Ended  
(In thousands, except share and per share data)   3/31/2004  
Interest income
  $ 7,516  
Interest expense
    2,357  
 
     
 
       
Net interest income
    5,159  
Provision for loan loss
    224  
 
     
 
       
Net interest income after provision for loan losses
    4,935  
Non-interest income
    383  
Non-interest expense
    3,433  
 
     
 
       
Income before income tax provision
    1,885  
Income tax provision
    639  
 
     
 
       
Net income
  $ 1,246  
 
     
 
       
Basic earnings per share
  $ 0.38  
Diluted earnings per share
  $ 0.35  

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PART I — FINANCIAL INFORMATION

ITEM 2. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis are intended to address significant factors affecting the financial condition and results of operations of the Corporation. The discussion provides a more comprehensive review of the financial position and operating results than can be obtained from a reading of the financial statements and footnotes presented elsewhere in this report.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 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.

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General

The Corporation was formed in 1992 and the Bank was formed in 1993. Subsequently, the Bank has opened offices in several communities in Southeastern Michigan. The Corporation acquired the Bank of Washtenaw on October 29, 2004. The three branches, previously operated by the Bank of Washtenaw have been consolidated into the operations of the Bank. The date opened, branch location and branch type of each branch is listed below:

         
Date Opened   Location   Type of office
 
February 1994
  22290 Michigan Avenue   Full service retail branch with ATM
  Dearborn, Michigan 48124    
 
       
December 1995
  24935 West Warren Avenue   Full service retail branch
  Dearborn Heights, Michigan 48127    
 
       
August 1997
  44623 Five Mile Road   Full service retail branch with ATM
  Plymouth, Michigan 48170    
 
       
May 2001
  1325 North Canton Center Road   Full service retail branch with ATM
  Canton, Michigan 48187    
 
       
December 2001
  45000 River Ridge Drive   Regional lending center
  Clinton Township, Michigan 48038    
 
       
November 2002
  19100 Hall Road   Full service retail branch with ATM
  Clinton Township, Michigan 48038    
 
       
February 2003
  12820 Fort Street   Full service retail branch with ATM
  Southgate, Michigan 48195    
 
       
May 2003
  3201 University Drive, Suite 180   Full service retail branch
  Auburn Hills, Michigan 48326   Regional lending center
 
       
October 2004
  450 East Michigan Avenue   Full service retail branch with ATM
  Saline, MI 48176    
 
       
October 2004
  250 West Eisenhower Parkway   Full service retail branch with ATM
  Ann Arbor, MI 48103   Regional lending center
 
       
October 2004
  2180 West Stadium Blvd.   Full service retail branch with ATM
  Ann Arbor, MI 48103    
 
       
December 2004
  1360 Porter Street   Loan production office
  Dearborn, MI 48124   Regional lending center

The Bank has also formed three 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
 
       
May 2001
  Community Bank Mortgage, Inc.   Origination of commercial and residential mortgage loans
 
       
March 2002
  Community Bank Audit Services, Inc.   Internal auditing and compliance services for financial institutions

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Results of Operations

The Corporation reported net income of $1,765,000 for the three month period ended March 31, 2005, compared to net income of $1,174,000 for the three month period ended March 31, 2004 an increase of $591,000 or 50%. The increase in net income was primarily due to the improvement in net interest income. The improvement in net interest income was primarily due to the increase in the commercial real estate loan and other commercial loan portfolios during the period. The increase in loans was partially funded with short term investments such as interest bearing deposits with banks, federal funds sold and floating rate securities, which carry a lower yield than loans.

Net Interest Income

2005 Compared to 2004. As noted on the two charts on the following pages, net interest income for the three month period ended March 31, 2005 was $6,580,000, compared to $4,484,000 for the same period ended March 31, 2004, an increase of $2,096,000 or 47%. This increase was caused primarily by the volume of interest earning assets and interest bearing liabilities. The Corporation’s interest rate spread was 3.76% for the three month period ended March 31, 2005, compared to 3.85% for the same period in 2004. The Corporation’s interest rate margin was 4.21% for the three month period ended March 31, 2005, compared to 4.13% for the same period in 2004.

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.

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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 loan category.

                                                 
    Three months ended     Three months ended  
    March 31, 2005     March 31, 2004  
    Average             Average     Average             Average  
(In thousands)   Balance     Interest     Rate     Balance     Interest     Rate  
Assets
                                               
Interest bearing deposits with banks
  $ 453     $ 2       1.79%   $ 2,775     $ 7       1.01%
Federal funds sold
    8,248       48       2.36%     7,518       16       0.86%
Securities, available for sale
    21,702       140       2.62%     14,838       71       1.92%
Loans
    604,039       9,702       6.51%     411,413       6,404       6.26%
 
                                   
Sub-total earning assets
    634,442       9,892       6.32%     436,544       6,498       5.99%
Other assets
    30,915                       15,632                  
 
                                           
 
                                               
Total assets
  $ 665,357                     $ 452,176                  
 
                                           
 
                                               
Liabilities and stockholders’ equity
                                               
Interest bearing deposits
  $ 482,392     $ 2,886       2.43%   $ 348,571     $ 1,660       1.92%
Other borrowings
    41,922       426       4.12%     30,638       354       4.65%
 
                                   
Sub-total interest bearing liabilities
    524,314       3,312       2.56%     379,209       2,014       2.14%
Non-interest bearing deposits
    62,936                       36,402                  
Other liabilities
    2,032                       1,081                  
Stockholders’ equity
    76,075                       35,484                  
 
                                           
 
                                               
Total liabilities and stockholders’ equity
  $ 665,357                     $ 452,176                  
 
                                           
 
                                               
Net interest income
          $ 6,580                     $ 4,484          
 
                                           
 
                                               
Net interest rate spread
                    3.76%                     3.85%
 
                                           
 
                                               
Net interest margin on earning assets
                    4.21%                     4.13%
 
                                           

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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.

                         
    Three Months Ended March 31, 2005/2004  
    Change in Interest Due to:  
    Average     Average     Net  
(In thousands)   Balance     Rate     Change  
Assets
                       
Interest bearing deposits with banks
  ($  10 )   $ 5     ($  5 )
Federal funds sold
    4       28       32  
Investment securities, available for sale
    44       25       69  
Loans
    3,041       257       3,298  
 
                 
Total earning assets
  $ 3,079     $ 315     $ 3,394  
 
                 
 
                       
Liabilities
                       
Interest bearing deposits
  $ 787     $ 439     $ 1,226  
Other borrowings
    112       (40 )     72  
 
                 
Total interest bearing liabilities
  $ 899     $ 399     $ 1,298  
 
                 
 
                       
Net interest income
                  $ 2,096  
 
                     
 
                       
Net interest rate spread
                    (0.09%)  
 
                     
 
                       
Net interest margin on earning assets
                    0.08%
 
                     
 
                       

Provision for Loan Losses

2005 Compared to 2004. The provision for loan losses was $464,000 for the three month period ended March 31, 2005, compared to $224,000 for the same period in 2004, an increase of $240,000 or 107%. The provision for loan losses for the three month period ended March 31, 2005 is based on the internal analysis of the adequacy of the allowance for loan losses. The provision for loan losses was based upon management’s assessment of relevant factors, including types and amounts of non-performing loans, historical loss experience on such types of loans, and current economic conditions. The increase in provision during 2005 was driven by changes in loan growth and the fact that during the first quarter of 2004, the company recorded net recoveries of $94,000 verses net chargeoffs of $60,000 in the first quarter of 2005.

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Non-interest Income

2005 Compared to 2004. Non-interest income was $401,000 for the three month period ended March 31, 2005, compared to $306,000 for the same period in 2004, an increase of $95,000 or 31% for period. The increase was primarily due to the increase in the gain on the sale of real estate during the period. This gain was the result of the sale of the commercial building that secured one commercial mortgage loan.

Non-interest Expense

2005 Compared to 2004. Non-interest expense was $3,843,000 for the three month period ended March 31, 2005, compared to $2,791,000 for the same period in 2004, an increase of $1,052,000 or 38% for the period. The largest component of non-interest expense was salaries and employee benefits which amounted to $2,307,000 for the three month period ended March 31, 2005, compared to $1,817,000 for the same period in 2004. The primary factors for the increase in salaries and benefits expense were the acquisition of the Bank of Washtenaw in October of 2004 and the expansion of the commercial lending and retail banking departments. As of March 31, 2005, the number of full time equivalent employees was 148 compared to 113 as of March 31, 2004. Salaries and employee benefits will continue to increase as a result of general staff increases.

The second largest component of non-interest expense was occupancy and equipment expense. Occupancy and equipment expense amounted to $634,000 for the three month period ended March 31, 2005, compared to $359,000 for the same period in 2004, an increase of $275,000 or 77%. The primary factor in the increase in occupancy and equipment expense was the opening of the Operations Center in Allen Park, Michigan and the relocation of the commercial lending department to the Administrative Building in Dearborn, Michigan during the fourth quarter of 2004.

Income Tax Provision

2005 Compared to 2004. The income tax expense was $909,000 for the three month period ended March 31, 2005, compared to $601,000 for the same period in 2004, an increase of $308,000 or 51% for the period. The increase was primarily a result of increased pre-tax income.

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Comparison of Financial Condition at March 31, 2005 and December 31, 2004

Assets. Total assets at March 31, 2005 were $677,037,000 compared to $652,662,000 at December 31, 2004, an increase of $24,375,000 or 4%. The increase was primarily due to the increase in loans during the period.

Federal Funds Sold. Total federal funds sold at March 31, 2005 were $7,214,000 compared to $12,640,000 at December 31, 2004, a decrease of $5,426,000 or 43%. The decrease was primarily due to the deployment of available funds into loans.

Interest bearing deposits with banks. Total interest bearing deposits with banks at March 31, 2005 were $412,000 compared to $2,283,000 at December 31, 2004, a decrease of $1,871,000 or 82%. The decrease was primarily due to the deployment of available funds into loans. This investment was established to provide the Corporation with an alternate short term investment option. This short term investment is a variable-rate certificate of deposit with the Federal Home Loan Bank of Indianapolis that carries a similar rate of return to federal funds sold.

Mortgage Loans Held for Sale. Total mortgage loans held for sale at March 31, 2005 were $4,458,000 compared to $1,692,000 at December 31, 2004, an increase of $2,766,000 or 163%. This increase was a result of the increase in the level of residential real estate mortgage loans waiting to be purchased by mortgage correspondents.

Securities — Available for Sale. Total securities, available for sale, at March 31, 2005 were $19,652,000 compared to $21,075,000 at December 31, 2004, a decrease of $1,423,000 or 7%. The decrease was due to the sale of securities, available for sale during 2004. The funds from the sale of these securities were utilized to fund loan volume.

Please refer to Note B of the Notes to Consolidated Financial Statements for the amortized cost and estimated market value of securities, available for sale. The entire portfolio has a net unrealized loss of $669,000. The unrealized loss is reflected by an adjustment to stockholders’ equity.

The unrealized loss in the Bank’s securities portfolio is primarily related to the unrealized loss of a single security. This security has an unrealized loss of $580,000. This security is an issue of 80,000 shares of FHLMC preferred stock with a par value of $50 per share. The Bank purchased this equity security in March of 2001. The security carried an initial interest rate of 4.50% until March 31, 2002. Thereafter, the interest rate reprices annually on April 1 of each year to a rate equal to the 12 month LIBOR minus 20 basis points. Additionally, the dividend on this security is 70% tax deductible. This feature increases the effective yield significantly. As interest rates declined in 2002 and 2003, the yield on this security also declined.

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During 2004, the market value of this security was negatively impacted for two primary factors. The first factor was the declining interest rate environment. Short term interest rates declined during 2002 and 2003 and began to increase during 2004. The yield on this security does not react immediately to shifts in interest rates because of the annual adjustment feature. The coupon on this security did not benefit from the rise in short term interest rates during 2004 due to the timing of the coupon reset date. As the next coupon reset date has approached, the market value of this security has reacted positively. A repricing and market value table for selected dates is listed below:

                 
            Market Value  
    Rate     (per share)  
3/23/2001
    4.50 %   $ 50.00  
4/1/2002
    2.82 %   $ 50.00  
4/1/2003
    1.14 %   $ 50.00  
4/1/2004
    1.14 %   $ 46.25  
6/30/2004
    1.14 %   $ 46.05  
9/30/2004
    1.14 %   $ 39.00  
12/31/2004
    1.14 %   $ 38.00  
3/31/2005
    1.14 %   $ 42.75  

The coupon rate reset on April 1, 2005 will be 3.64%. Based on the tax deductibility of the dividend, the tax equivalent yield of this security on the reset date of April 1, 2005 will be 4.95%. Based on the current level of short term interest rates and the rising interest rate environment, management expects the market value of this security to continue its upward trend.

The second factor in the market value of this security has been the discovery of certain accounting irregularities at FHLMC and FNMA that have raised questions about the credit quality of these organizations. The timing of the decline in the market value of the security also coincides with the public announcements of these accounting irregularities that occurred.

According to SFAS 115 – Accounting for Certain Investments in Debt and Equity Securities, the characterization of a security with an other than temporary impairment is subjective but generally exists when an investor is unlikely to be able to collect all amounts due according to the contractual terms of the security. Other factors that suggest other than temporary impairment of a security would be the downgrading of the security by a rating agency or the deterioration of the financial condition of the issuer.

Management expects the market value of this security will continue to improve during 2005 as the market factors in the impact of the recent significant increase in the coupon of this security and market interest rates continue to increase. Additionally, management expects the market value of this security will improve as the investment community considers the impact of changes made by the Board of FHLMC, such as changes in leadership and auditors, designed to improve the quality of financial reporting at FHLMC. Furthermore, management possesses the intent and the ability to hold this security for a period of time sufficient to allow for the recovery of this security’s fair value.

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Federal Home Loan Bank Stock. Federal Home Loan Bank stock was valued at $1,134,000 at March 31, 2005, compared to $1,122,000 at December 31, 2004, an increase of $12,000 or 1%.

Loans. Total loans at March 31, 2005 were $612,472,000 compared to $587,562,000 at December 31, 2004, an increase of $24,910,000 or 4%. The increase was primarily due to the continued expansion of the commercial lending department during the past twelve months. This expansion included the addition of two experienced loan officers during the last twelve months. Major categories of loans included in the loan portfolio are as follows (in thousands):

                         
    03/31/05     12/31/04     03/31/04  
Consumer loans
  $ 42,464     $ 42,149     $ 25,822  
Commercial, financial, & other
    131,271       129,103       70,190  
Commercial real estate construction
    78,522       72,286       55,084  
Commercial real estate mortgages
    314,603       296,934       223,809  
Residential real estate mortgages
    45,612       47,090       45,878  
 
                 
 
                       
 
    612,472       587,562       420,783  
Allowance for loan losses
    (6,288 )     (5,884 )     (4,632 )
 
                 
 
                       
 
  $ 606,184     $ 581,678     $ 416,151  
 
                 

The following is a summary of non-performing assets and problems loans (in thousands):

                         
    03/31/05     12/31/04     3/31/2004  
Over 90 days past due and still accruing
  $ 40     $ 143     $ 384  
Non-accrual loans
    1,868       2,956       1,691  
Real estate owned
    146       136        
Other repossessed assets
    2       2        
 
                 
 
                       
 
  $ 2,056     $ 3,237     $ 2,075  
 
                 

Non-accrual loans at March 31, 2005 were $1,868,000. The distribution of non-accrual loans by loan type is as follows:

                 
    Number of        
    Loans     Balance  
Consumer loans
    2     $ 35  
Commercial, financial, & other
    3       499  
Commercial real estate construction
    1       525  
Commercial real estate mortgages
    5       699  
Residential real estate mortgages
    1       110  
 
           
 
               
Total non-accrual loans
    12     $ 1,868  
 
           

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Allowance for Loan Losses. The allowance for loan losses was $6,288,000 at March 31, 2005 compared to $5,884,000 at December 31, 2004, an increase of $404,000 or 7%. The increase resulted primarily from provisions less net charge-offs recorded during the quarter. The allowance for loan losses was based upon management’s assessment of relevant factors, including loan growth, types and amounts of non-performing loans, historical and anticipated loss experience on such types of loans, and current economic conditions.

The following is an analysis of the allowance for loan losses (in thousands):

                         
    Quarter Ended     Year Ended     Quarter Ended  
    03/31/05     12/31/04     03/31/04  
Balance, beginning of year
  $ 5,884     $ 4,314     $ 4,314  
 
                       
Allowance on loans acquired
          184        
 
                       
Charge-offs:
                       
Consumer loans
    51       31       5  
Commercial, financial & other
    43              
Commercial real estate construction
                 
Commercial real estate mortgages
          100        
Recoveries:
                       
Consumer loans
    7       13        
Commercial, financial & other
    18       104       38  
Commercial real estate construction
                 
Commercial real estate mortgages
    9             61  
 
                 
 
                       
Net charge-offs
    60       14       (94 )
 
                       
Additions charged to operations
    464       1,400       224  
 
                 
 
                       
Balance, end of period
  $ 6,288     $ 5,884     $ 4,632  
 
                 
 
                       
Allowance to total loans
    1.03%     1.00%     1.10%
 
                 
 
                       
Allowance to nonperforming assets
    305.84%     181.77%     223.23%
 
                 
 
                       
Net charge-offs to average loans
    0.01%     0.00%     (0.02%)  
 
                 

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Premises and Equipment. Bank premises and equipment at March 31, 2005 were $14,017,000 compared to $13,124,000 at December 31, 2004, an increase of $893,000 or 7%. The increase in premises and equipment was primarily due to the renovation at the Bank’s Operations Center in Allen Park, Michigan and the updating of equipment at several locations.

Real estate owned. Real estate owned at March 31, 2005 was $146,000 compared to $138,000 at December 31, 2004, an increase of $8,000 or 6%. Real estate owned at March 31, 2005 is comprised of two residential properties with an appraised value of $182,000. The Bank expects to realize a gain as a result of the sale of these properties during 2005.

Goodwill and other intangible assets. Goodwill and other intangible assets were $7,905,000 at March 31, 2005 compared to $7,982,000 at December 31, 2004. The Bank has intangible assets for the estimated value of core deposit accounts acquired in the acquisition of the Bank of Washtenaw. The intangible values represent the present value of the net revenue streams attributable to these intangibles. The core deposit intangible amounted to $929,000 and is being amortized over ten years.

The balance of the acquisition price in excess of the fair market value of the assets and liabilities acquired, including intangible assets, was recorded as goodwill and totaled $7.0 million. Goodwill is defined as an intangible asset with an indefinite useful life, and as such, is not amortized, but is required to be tested annually for impairment of the value. If impaired, an impairment loss must be recorded for the value equal to the excess of the asset’s carrying value over its fair value.

Accrued Interest Receivable. Accrued interest receivable at March 31, 2005 was $2,017,000 compared to $1,889,000 at December 31, 2004, an increase of $128,000 or 7%. The increase was primarily due to the increase in the Bank’s loan portfolio.

Other Assets. Other assets at March 31, 2005 were $2,965,000 compared to $3,093,000 at December 31, 2004, a decrease of $128,000 or 4%. The decrease was primarily due to changes in deferred tax assets.

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Deposits. Total deposits at March 31, 2005 were $547,807,000 compared to $540,880,000 at December 31, 2004, an increase of $6,927,000 or 1%. The following is a summary of the distribution of deposits (in thousands):

                         
    03/31/05     12/31/04     03/31/04  
Non-interest bearing:
                       
Demand
  $ 64,978     $ 63,065     $ 37,097  
 
                 
 
                       
Interest bearing:
                       
Checking
  $ 14,140     $ 15,400     $ 20,634  
Money market
    60,531       54,957       12,785  
Savings
    77,297       83,773       115,232  
Time, under $100,000
    131,767       124,448       75,499  
Time, $100,000 and over
    199,094       199,237       134,657  
 
                 
 
    482,829       477,815       358,807  
 
                 
 
                       
Total deposits
  $ 547,807     $ 540,880     $ 395,904  
 
                 

Management continues to implement a strategy to change the mix of the deposit portfolio by focusing more heavily on savings and institutional deposits. The increase in deposits was primarily due to normal business development, marketing, telemarketing, referral programs and growth strategies which included a weeklong celebration in March 2005 that highlighted the Bank’s Anniversary. Management expects deposits to grow at an increasing rate during he remainder of 2005.

The Bank has enacted a strategy to utilize public funds to a higher degree. The Bank will also utilize brokered deposits. The Bank has designated a public funds officer to coordinate and manage these efforts. Public funds consist of interest checking and time deposits of local governmental units. They are the result of strong relationships between the Bank and the communities in the Bank’s marketing area and are considered by the Bank to be core deposits. The following is a summary of the distribution of municipal deposits (in thousands):

                         
    03/31/05     12/31/04     03/31/04  
Interest bearing checking
  $ 2,986     $ 2,633     $ 10,468  
Time, $100,000 and over
    67,187       71,058       61,735  
 
                 
 
                       
Total municipal deposits
  $ 70,173     $ 73,691     $ 72,203  
 
                 

Brokered deposits are included in the Time, $100,000 and over category. Brokered deposits were $19,390,000, $19,190,000 and $2,380,000 at March 31, 2005, December 31, 2004 and March 31, 2004, respectively.

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Federal Funds Purchased. Federal funds purchased at March 31, 2005 were $16,060,000 compared to $0 at December 31, 2004. The Bank maintains federal funds purchase credit facilities with several financial institutions as additional sources of funds that the Bank may utilize for short-term liquidity purposes.

Securities Sold Under Agreement to Repurchase. Securities sold under agreements to repurchase at March 31, 2005 were $3,083,000 compared to $4,115,000 at December 31, 2004, a decrease of $1,032,000 or 25%. These Repurchase agreements are secured by securities held by the Bank.

Federal Home Loan Bank Advances. Federal Home Loan Bank advances were $20,614,000 at March 31, 2005 and December 31, 2004.

Accrued Interest Payable. Accrued interest payable at March 31, 2005 was $1,339,000 compared to $1,107,000 at December 31, 2004, an increase of $232,000 or 21%. The increase was primarily due to the increasing amount of interest bearing deposits during the period.

Other Liabilities. Other liabilities at March 31, 2005 were $1,187,000 compared to $1,342,000 at December 31, 2004, a decrease of $155,000 or 12%. The decrease was primarily due to the decrease in expenses payable during the period.

Subordinated Debentures. Subordinated debentures were $10,000,000 at March 31, 2005 and December 31, 2004. 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. The funds from the issue of these securities were invested into securities available for sale until they can be invested into the Bank subsidiary to allow for additional growth. Debt issue costs of $300,000 have been capitalized and are being amortized over the term of the securities. Unamortized debt issuance costs were $277,000 at March 31, 2005.

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Capital

Stockholders’ equity at March 31, 2005 was $76,947,000 compared to $74,604,000 as of December 31, 2004, an increase of $2,343,000 or 3%.

The following is a presentation of the Corporation’s and Bank’s regulatory capital ratios (in thousands):

                                                 
                                    Minimum  
                                    To Be Well Capitalized  
                    Minimum for Capital     Under Prompt Corrective  
    Actual     Adequacy Purposes     Action Provisions  
    Amount     Ratio     Amount     Ratio     Amount     Ratio  
As of March 31, 2005
                                               
Total capital (to risk weighted assets)
                                               
Consolidated
    85,359       13.30 %     51,356       8.00 %     64,195       10.00 %
Bank
    67,595       10.64 %     50,826       8.00 %     63,533       10.00 %
Tier 1 capital (to risk weighted assets)
                                               
Consolidated
    79,071       12.32 %     25,678       4.00 %     38,517       6.00 %
Bank
    61,307       9.65 %     25,413       4.00 %     38,120       6.00 %
Tier 1 capital (to average assets)
                                               
Consolidated
    79,071       11.88 %     26,614       4.00 %     33,268       5.00 %
Bank
    61,307       9.59 %     25,571       4.00 %     31,964       5.00 %
 
                                               
As of December 31, 2004
                                               
Total capital (to risk weighted assets)
                                               
Consolidated
    81,868       13.27 %     49,360       8.00 %     61,700       10.00 %
Bank
    63,986       10.47 %     48,913       8.00 %     61,141       10.00 %
Tier 1 capital (to risk weighted assets)
                                               
Consolidated
    75,984       12.32 %     24,680       4.00 %     37,020       6.00 %
Bank
    58,102       9.50 %     24,457       4.00 %     36,685       6.00 %
Tier 1 capital (to average assets)
                                               
Consolidated
    75,984       12.12 %     25,079       4.00 %     31,348       5.00 %
Bank
    58,102       9.78 %     23,765       4.00 %     29,706       5.00 %

Based on the respective regulatory capital ratios at March 31, 2005 and December 31, 2004, the Corporation and Bank are considered well capitalized.

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PART I — FINANCIAL INFORMATION

ITEM 3. — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity Analysis. The Corporation has sought to manage its exposure to changes in interest rates by matching 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 that 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.

The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific period if it will mature or reprice within that period. The interest rate sensitivity “gap” is the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities, and is considered negative when the amount of interest rate sensitive liabilities exceed the amount of interest rate sensitive assets. During a period of rising interest rates, a negative gap would be expected to adversely affect net interest income while a positive gap would be expected to result in an increase in net interest income, while conversely during a period of declining interest rates, a negative gap would be expected to result in an increase in net interest income and a positive gap would be expected to adversely affect net interest income.

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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 those in an interest rate sensitivity gap and would increase the negative gap position. Conversely, during a period of declining 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.

The following table sets forth the amounts of interest earning assets and interest bearing liabilities outstanding at March 31, 2005, 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
  $ 7,214     $     $     $     $ 7,214  
Interest bearing deposits with banks
    412                         412  
Mortgage loans held for sale
    4,458                         4,458  
Securities available for sale
    6,168       9,811       2,962       711       19,652  
Federal Home Loan Bank stock
    1,134                         1,134  
Total loans, net of non-accrual
    287,870       20,643       277,323       24,769       610,605  
 
                             
Total earning assets
    307,256       30,454       280,285       25,480       643,475  
 
                                       
Interest bearing liabilities
                                       
Total interest bearing deposits
    225,958       157,324       99,547             482,829  
Federal funds purchased
    16,060                         16,060  
Federal Home Loan Bank advances
          10,025       10,589             20,614  
Other Borrowings
    3,083                         3,083  
Trust preferred securities
    10,000                         10,000  
 
                             
Total interest bearing liabilities
    255,101       167,349       110,136             532,586  
 
                                       
Net asset (liability) funding gap
    52,155       (136,895 )     170,149       25,480     $ 110,889  
 
                             
 
                                       
Cumulative net asset (liability) funding gap
  $ 52,155     ($  84,740 )   $ 85,409     $ 110,889          
 
                               

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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 following tables provide information about the Bank’s contractual obligations and commitments at March 31, 2005 (in thousands):

Contractual Obligations

                                         
       
            Payments Due By Period        
    Less Than     1-3     3-5     Over 5        
    1 Year     Years     Years     Years     Total  
Securities sold under agreements to repurchase
  $ 3,083     $     $     $     $ 3,083  
Federal funds purchased
    16,060                         16,060  
Long-term borrowings
    25       15,589       5,000             20,614  
Lease commitments
    606       1,060       872       504       3,042  
Subordinated debentures
                      10,000       10,000  
 
                             
 
                                       
Totals
  $ 19,774     $ 16,649     $ 5,872     $ 10,504     $ 52,799  
 
                             

Unused Loan Commitments and Letters of Credit

                                         
       
    Amount Of Commitment Expiration Per Period  
    Less Than     1-3     3-5     Over 5        
    1 Year     Years     Years     Years     Total  
Unused loan commitments
  $ 64,367     $ 25,346     $ 2,682     $ 22,792     $ 115,187  
Standby letters of credit
    2,631       3,250       992             6,873  
 
                             
 
                                       
Totals
  $ 66,998     $ 28,596     $ 3,674     $ 22,792     $ 122,060  
 
                             

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DEARBORN BANCORP, INC. AND SUBSIDIARY
FORM 10-Q (continued)

Item 4. Controls and Procedures

Disclosure Controls and Procedures As of the end of the period covered by this report, the registrant carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures. Based on the review of the disclosure controls of the registrant, the Chief Executive Officer and the Chief Financial Officer have concluded that the registrant’s disclosure controls and procedures were effective as of March 31, 2005.

Internal Controls Over Financial Reporting – There has been no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS IN FORM 8-K.

         
(a)
  Exhibits    
 
       
  Exhibit 31.1   CEO Certification. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
  Exhibit 31.2   CFO Certification. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
  Exhibit 32.1   CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
       
  Exhibit 32.2   CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
       
(b)   A Form 8-K Report, dated January 18, 2005 was filed during the quarter ended March 31, 2005.

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DEARBORN BANCORP, INC.
FORM 10-Q (continued)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
  Dearborn Bancorp, Inc.    
  (Registrant)    
         
  /s/ John E. Demmer    
       
  John E. Demmer    
  Chairman    
         
  /s/ Michael J. Ross    
       
  Michael J. Ross    
  President and Chief Executive Officer    
         
    /s/ Jeffrey L. Karafa    
       
  Jeffrey L. Karafa
Treasurer and Chief Financial Officer
   

Date: May 10, 2005

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Exhibit No.   Exhibit Description
Exhibit 31.1
  CEO Certification. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
Exhibit 31.2
  CFO Certification. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
Exhibit 32.1
  CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
Exhibit 32.2
  CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.