DEARBORN, Mich., Dec. 31 /PRNewswire-FirstCall/ -- Dearborn
Bancorp, Inc. (NASDAQ:DEAR), the Holding Company for Fidelity Bank,
has reported that it has completed its annual impairment analysis
of Goodwill and Other Intangibles as required under Statement of
Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible Assets" and SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" based on a valuation date of
October 31, 2008. As a result, the Company will take a pre-tax
non-cash impairment charge of approximately $34,028,000 against
goodwill and a pre-tax non-cash impairment charge of approximately
$5,573,000 against Core Deposit Intangibles and Borrower
Relationship Intangibles in the Fourth Quarter of 2008. Michael J.
Ross, President and Chief Executive Officer of both the Company and
Bank, issued this report and commented, "These non-cash impairment
charges do not affect the Company's cash balances, liquidity or
operations. Moreover, the charges will not have a negative impact
on the Company's tangible capital and regulatory capital ratios.
The Company will maintain a 'well capitalized' regulatory capital
rating after the charges. Tax effects of the impairment charges are
expected to provide additional improvement to regulatory capital in
future reporting periods." Ross continued, "These charges will
align the book value of the Company more closely with its tangible
value as defined by total capital less intangible assets. The
current market price of the Company's stock indicates that
shareholders may have already discounted the value of its
intangible assets." Ross concluded, "Above all, the charges will
have no impact whatsoever on the Company's ability to continue to
serve its customers at the high level that they expect and
deserve." How does this effect Dearborn's Financial Statements? In
2004, the Company acquired the Bank of Washtenaw and, in 2007, the
Company acquired Fidelity Bank at the then fair value which
represented a premium over the then book value, which was
considered a common practice at the time. The Company recorded
goodwill of $5,473,000 for Washtenaw and $28,555,000 for Fidelity.
Like most publicly traded financial institutions, the Company
recently experienced a significant decline in its stock price and
market capitalization, experienced declining profits associated
with changes in economic conditions, and has seen comparable banks
sell at below book value prices. As a result of the formal
evaluation, the Company's goodwill is impaired in its entirety.
Upon the acquisition of Washtenaw in 2004, the Company recorded a
core deposit intangible of $929,000. The amortized book value of
$470,000 was evaluated and, the evaluation calculated an estimated
value of $264,000 at October 31, 2008, under SFAS No. 144. A
borrower relationship intangible of $1,620,000 was recorded in
2004. At October 31, 2008, the amortized book value was $1,124,000,
which now has an estimated fair value of $318,000 under SFAS 144.
Upon the acquisition of Fidelity in 2007, the Company recorded a
core deposit intangible of $6,863,000. The amortized book value of
$5,484,000 was evaluated and, the evaluation calculated an
estimated value of $2,493,000 at October 31, 2008, under SFAS No.
144. A borrower relationship intangible of $3,558,000 was recorded
in 2007. At October 31, 2008, the amortized book value was
$3,087,000, which now has an estimated fair value of $1,517,000
under SFAS 144. As of October 31, 2008, Total Other Intangibles
before recognition of the impairment charge were reported at
$10,165,000. During the Fourth Quarter, the Company will recognize
a non-cash impairment charge of approximately $5,573,000, leaving a
net book value of $4,592,000 to be amortized over no more than 11
years, the expected life of the remaining intangible assets.
Factors which contributed to the impairment include deposit
run-off, numerous interest rate changes, a shift of customers from
money market accounts to time certificates, and a weakening
economy. As of the date of this release, management continues to
monitor the factors listed above for evidence of further impairment
of other intangibles. Management does not believe any additional
impairment is evident at this time. What is Goodwill? When a
company acquires a business, the purchase price is allocated among
the various components of the acquired business. This allocation is
based on the fair value of the underlying assets and liabilities.
If the purchase price is higher than the fair market value of the
acquired business's identifiable net assets, the excess purchase
price is recorded as goodwill. The accounting treatment is mandated
under SFAS No. 141 and 142. What is Goodwill Impairment Charge?
Impairment charge is the term for writing off goodwill. Under the
accounting principles, all goodwill must be tested (at least
annually) to determine if the recorded value of the goodwill is
greater than the implied fair value. If the implied fair value is
less than the carrying value, the goodwill is deemed "impaired" and
must be charged off. This charge reduces the value of goodwill to
the implied fair market value and represents a non-cash charge. The
analysis of impairment was completed after conducting an impairment
analysis of other long-lived assets as required by SFAS Nos. 142
and 144 as discussed below. The analysis of goodwill was completed
by developing the implied fair value of the Company's equity
utilizing three different evaluation methods as follows: 1)
Discounted cash flow analysis of future earnings; 2) Publicly
traded company method, based primarily by the Company's stock price
and the market capitalization of comparable companies; and 3)
Comparable transaction method, based primarily on the equity value
of the sale of other banks that have recently occurred. This
implied fair value of the Company was then allocated to the various
assets and liabilities to arrive at the amount of impairment of the
goodwill to be recognized. What are Other Intangibles? Core deposit
intangibles are an asset, recognized apart from goodwill, in
connection with the purchase of deposits of a financial
institution. The core deposit intangible represents the present
value of expected future earnings on core deposits acquired. Core
deposits consist primarily of demand deposits including, non
interest bearing checking and interest bearing checking, money
market, and savings categories. Borrower relationship intangibles
are the value of commercial loan customers related to value of
maintaining the loan relationships and the amount of information
available about the borrowers. The value of the borrower
relationship intangible is also recognized apart from goodwill. The
accounting for the value of long-lived assets such as other
intangibles is mandated under SFAS Nos. 142 and 144. What are Other
Intangible Impairment Charges? Core deposit intangible impairment
occurs when the present value of expected future earnings
attributed to maintaining the core deposit base diminish. Borrow
relationship intangible impairment occurs when the present value of
estimated future earnings attributed to maintaining the borrower
relationship diminish. Financial Summary Balances Anticipated
Reported at Balance at 10/31/2008 Impairment 12/31/2008 (In
dollars, except share data) Goodwill $34,028,000 ($34,028,000) $0
Borrower Relationship Intangible 5,178,000 5,178,000 Amortization
of Borrower Relationship Intangible (967,000) (967,000) Impairment
of Borrower Relationship Intangible (2,376,000) (2,376,000)
Borrower Relationship Intangible (net of amortization and
impairment) 4,211,000 1,835,000 Core Deposit Intangible 7,792,000
7,792,000 Amortization of Core Deposit Intangible (1,838,000)
(1,838,000) Impairment of Core Deposit Intangible (3,197,000)
(3,197,000) Core deposit Intangible (net of amortization and
impairment) 5,954,000 2,757,000 Total Other Intangible Assets
10,165,000 (5,573,000) 4,592,000 Goodwill and Other Intangible
Assets $44,193,000 ($39,601,000) $4,592,000 Charges to operations
(pre-tax) ($39,601,000) Less: tax effect (13,464,340) Effect on net
income ($26,136,660) Weighted average number of share outstanding -
basic and diluted, at December 31, 2008 7,919,739 Effect on net
income per share - basic and diluted ($3.30) Balance (net of
Balance amortization (net of and amortization) impairment)
10/31/2008 Impairment 12/31/2008 Total Other Intangibles Detail (In
dollars) Borrower relationship intangible from acquisition of :
Bank of Washtenaw $1,124,000 ($806,000) $318,000 Fidelity Financial
Corporation of Michigan 3,087,000 (1,570,000) 1,517,000 Total
borrower relationship intangible $4,211,000 ($2,376,000) $1,835,000
Core deposit intangible from acquisition of: Bank of Washtenaw
470,000 (206,000) 264,000 Fidelity Financial Corporation of
Michigan 5,484,000 (2,991,000) 2,493,000 Total core deposit
intangible $5,954,000 ($3,197,000) $2,757,000 Total intangible
assets $10,165,000 ($5,573,000) $4,592,000 Dearborn Bancorp, Inc.
is a registered bank holding company. Its sole subsidiary is
Fidelity Bank. The Bank operates 19 offices in Wayne, Oakland,
Macomb and Washtenaw Counties in the State of Michigan. Its common
shares trade on the Nasdaq Global Market under the symbol DEAR.
Forward-Looking Statements This press release 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 the 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 and could cause a difference between an ultimate actual
outcome and a preceding forward-looking statement. DATASOURCE:
Dearborn Bancorp, Inc. CONTACT: Michael J. Ross, President &
CEO, +1-313-565-5700, or Jeffrey L. Karafa, CFO, +1-313-381-3200,
both of Dearborn Bancorp, Inc.
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