FEDERAL DEPOSIT INSURANCE CORPORATION Washington, D.C FORM 10 Q

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1 FEDERAL DEPOSIT INSURANCE CORPORATION Washington, D.C FORM 10 Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FDIC Certificate Number: TOWN CENTER BANK (Exact name of registrant as specified in its charter) Illinois (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) S. LaGrange Road, Frankfort, Illinois (Address of principal executive offices) (Zip Code) (815) (Registrant s telephone number, including area code) Not Applicable (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 [ ] No [] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [] No[ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The number of shares outstanding of the issuer s common stock as of August 1, 2012 was 2,232,542 shares.

2 Town Center Bank INDEX PAGE PART I - FINANCIAL INFORMATION... 1 ITEM 1. FINANCIAL STATEMENTS... 1 NOTES TO UNAUDITED FINANCIAL STATEMENTS... 6 ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK ITEM 4. CONTROLS AND PROCEDURES PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ITEM 1A. RISK FACTORS ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ITEM 3. DEFAULTS UPON SENIOR SECURITIES ITEM 4. REMOVED AND RESERVED ITEM 5. OTHER INFORMATION ITEM 6. EXHIBITS... 37

3 PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements TOWN CENTER BANK BALANCE SHEETS (Unaudited) (Dollar amounts in thousands, except share data) June 30, December 31, ASSETS Cash and due from banks $ 1,443 $ 1,453 Interest-bearing deposits with banks 9,897 3,108 Federal funds sold 5, Cash and cash equivalents 16,870 5,536 Securities available-for-sale, at fair value 17,328 27,231 Loans, net of allowance for loan losses of $2,703 at June 30, 2012 and $2,432 at December 31, ,878 76,934 Federal Home Loan Bank stock Premises and equipment, net Other real estate owned, net 3,111 3,193 Accrued interest receivable and other assets 1,254 1,271 Total assets $ 109,838 $ 115,684 LIABILITIES AND SHAREHOLDERS EQUITY Deposits Non-interest bearing $ 12,373 $ 11,187 Interest-bearing 88,062 89,730 Total deposits 100, ,917 Federal Home Loan Bank advances - 5,250 Accrued interest payable and other liabilities Total liabilities 100, ,671 Shareholders equity Common stock, $1 par value per share; 3,234,000 shares authorized at June 30, 2012 and December 31, 2011; 2,229,017 and 2,172,670 shares issued and outstanding at June 30, 2012 and December 31, ,229 2,173 Additional paid-in capital 20,472 20,360 Accumulated deficit (13,947) (13,671) Accumulated other comprehensive income Total shareholders equity 9,013 9,013 Total liabilities and shareholders equity $ 109,838 $ 115,684 See accompanying notes to financial statements. 1

4 TOWN CENTER BANK STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) (Unaudited) (Dollar amounts in thousands, except per share data) Three Months Ended June 30, 2012 Three Months Ended June 30, 2011 Six Months Ended June 30, 2012 Six Months Ended June 30, 2011 Interest income Loans, including fees $ 953 $ 1,081 $ 1,936 $ 2,152 Securities Federal funds sold and other Total interest income 1,064 1,364 2,202 2,711 Interest expense Deposits Federal Home Loan Bank advances Total interest expense Net interest income 891 1,028 1,804 1,994 Provision for loan losses ,821 Net interest income after provision for loan losses , Noninterest income Service charges on deposits Securities gains, net Mortgage banking income Other income Total noninterest income Noninterest expense Salaries and employee benefits Occupancy and equipment Data processing Professional fees FDIC deposit insurance Advertising and marketing Other real estate expenses, net of rental income Other real estate valuation provision Federal Home Loan Bank prepayment penalty Other Total noninterest expense 1,069 1,335 2,363 2,593 Loss before income taxes (116) (301) (276) (2,170) Income tax expense Net loss $ (116) $ (301) $ (276) $ (2,170) (continued) 2

5 TOWN CENTER BANK STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS (Unaudited) (Dollar amounts in thousands, except per share data) Three Months Ended June 30, 2012 Three Months Ended June 30, 2011 Six Months Ended June 30, 2012 Six Months Ended June 30, 2011 Other comprehensive loss Holding gains on securities available-for-sale $ 162 $ 537 $ 254 $ 685 Reclassification adjustment for net gains included in income - (20) (146) (20) Net unrealized gains Income tax effect Total other comprehensive income Comprehensive income (loss) $ 46 $ 216 $ (168) $ (1,505) Basic and diluted loss per share $ (0.05) $ (0.14) $ (0.13) $ (1.00) Average shares outstanding 2,212,298 2,172,670 2,196,370 2,172,670 See accompanying notes to financial statements. 3

6 TOWN CENTER BANK STATEMENTS OF SHAREHOLDERS EQUITY Six Months Ended June 30, 2012 and 2011 (Unaudited) (Dollar amounts in thousands, except share data) Accumulated Additional Other Total Common Paid-In Accumulated Comprehensive Shareholders Stock Capital Deficit Loss Equity Balance at January 1, 2011 $ 2,173 $ 20,356 $ (9,462) $ (253) $ 12,814 Stock option expense Comprehensive loss: Net loss - - (2,170) - (2,170) Unrealized gains on securities available-for-sale Total comprehensive loss (1,505) Balance at June 30, 2011 $ 2,173 $ 20,360 $ (11,632) $ 412 $ 11,313 Accumulated Additional Other Total Common Paid-In Accumulated Comprehensive Shareholders Stock Capital Deficit Income Equity Balance at January 1, 2012 $ 2,173 $ 20,360 $ (13,671) $ 151 $ 9,013 Exercise of stock warrants (56,347 shares) Comprehensive loss: Net loss - - (276) - (276) Unrealized gains on securities available-for-sale Total comprehensive loss (168) Balance at June 30, 2012 $ 2,229 $ 20,472 $ (13,947) $ 259 $ 9,013 See accompanying notes to financial statements. 4

7 TOWN CENTER BANK STATEMENTS OF CASH FLOWS Six months ended June 30, 2012 and 2011 (Unaudited) (Dollar amounts in thousands) Cash flows from operating activities Net loss $ (276) $ (2,170) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Provision for loan losses 16 1,821 Provision for other real estate owned losses Depreciation of premises and equipment Net amortization of securities Net change in deferred loan origination fees and costs 65 (152) Net gain on sale of securities available for sale (146) (20) Net gain on sale of loans (49) - Stock option expense - 4 Origination of loans held for sale (5,693) - Proceeds from loans held for sale 5,742 - Net change in: Prepaid FDIC Insurance Accrued interest receivable and other assets (209) 53 Accrued interest payable and other liabilities (114) (390) Net cash (used in) provided by operating activities (21) 172 Cash flows from investing activities Change in certificates of deposit with banks - 1,960 Available-for-sale securities: Maturities, prepayments, and calls 1,946 3,816 Sales 12,401 2,658 Purchases (4,336) (1,625) Net decrease in loans, including purchased loans 6,578 6,763 Increase/(decrease) in receivable from loan servicer 102 (94) Purchases of premises and equipment (40) - Proceeds from sale of other real estate owned Acquisition of other real estate owned (165) - Decrease in Federal Home Loan Bank stock Net cash provided by investing activities 16,919 13,578 Cash flows from financing activities Net decrease in deposits (482) (4,876) Repayment of Federal Home Loan Bank advances (5,250) (5,000) Exercise of Stock Warrants Net cash used in financing activities (5,564) (9,876) Net change in cash and cash equivalents 11,334 3,874 Beginning cash and cash equivalents 5,536 3,405 Ending cash and cash equivalents $ 16,870 $ 7,279 Supplemental cash flow information: Interest paid $ 413 $ 740 Supplemental non-cash disclosures Transfers from loans to other real estate owned $ 397 $ - Income taxes paid - - See accompanying notes to financial statements. 5

8 Note 1 - Nature of Business NOTES TO UNAUDITED FINANCIAL STATEMENTS June 30, 2012 (Dollar amounts in thousands, except per share data) Town Center Bank ( the Bank, or we, or us ) provides financial services through its offices in Frankfort and New Lenox, Illinois. Its primary deposit products are checking, money market, savings and term certificate accounts, and its primary lending products are residential mortgage, commercial, commercial real estate, construction, land development and consumer loans. Substantially all of the Bank s loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. The customers ability to repay their loans is dependent on the real estate and general economic conditions in the Bank s market area. Note 2 - Basis of Presentation The accompanying unaudited financial statements of the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ) and conform to general practices within the banking industry for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. They should be read in conjunction with the December 31, 2011 audited financial statements of the Bank. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for fair presentation have been included. The results of operations for any interim period are not necessarily indicative of the results which may be expected for any entire year or any other interim period. Some items in the 2011 financial statements were reclassified to conform to the current presentation. Note 3 - Use of Estimates and Significant Accounting Policies To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. The allowance for loan losses, carrying values of other real estate owned, and fair values of financial instruments are particularly subject to change, and such change could be material to the financial statements. Note 4 - Recent losses and Management s Plans The Bank incurred a net loss of $116 and $301 for the three month period ending June 30, 2012 and 2011, respectively, a net loss of $276 and $2.2 million for the six month period ending June 30, 2012 and 2011, respectively and a net loss of $4.2 and $4.3 million for the years ended December 31, 2011 and 2010, respectively. The losses are largely a result of loan and other real estate owned impairments. Despite these losses, the Bank s total capital to risk weighted assets and Tier 1 capital to average assets was 12.36% and 7.99% at June 30, In October 2011, the Bank entered into a Consent Order with the Federal Depository Insurance Corporation ( FDIC ) and the Illinois Department of Financial and Professional Regulation ( IDFPR ). In accordance with the terms of the Consent Order, the Bank has agreed to, among other things, to maintain a minimum Tier 1 leverage capital ratio of at least 9% and a total risk-based capital ratio of at least 13%. The Bank also agreed to develop a plan to increase the Bank s risk based capital to at least 13% and tier one capital level to at least 9%. At June 30, 2012 and December 31, 2011 these capital ratios were not met. Management has initiated specific plans to reduce credit risk and improve its capital ratios including shrinking assets of the Bank to increase regulatory capital ratios and pursuing other strategic alternatives such as capital raising activities. If the Bank is unable to meet the capital requirements and other requirements of the Consent Order, the regulatory agencies may institute other corrective measures and have enforcement powers to impose additional restrictions on the Bank s operations, including seizure. Although Management believes that it will successfully achieve the required capital ratios, there can be no assurance that they will be able to do so, or that they will be able to comply fully with the provisions of the Consent Order. 6

9 Note 5 Securities The amortized cost and fair value of securities available-for-sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows at June 30, 2012 and December 31, 2011 (dollar amounts in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value June 30, 2012 Mortgage-backed securities: residential $ 10,840 $ 202 $ - $ 11,042 Collateralized mortgage obligations: residential 6, (8) 6,286 Total available-for-sale securities $ 17,069 $ 267 $ (8) $ 17,328 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value December 31, 2011 Mortgage-backed securities: residential $ 17,980 $ 135 $ (22) $ 18,093 Collateralized mortgage obligations: residential 9, (39) 9,138 Total available-for-sale securities $ 27,080 $ 212 $ (61) $ 27,231 At June 30, 2012 and December 31, 2011, all mortgage-backed securities and collateralized mortgage obligations were issued by the Federal Home Loan Mortgage Corporation or Federal National Mortgage Association. There were no holdings of securities of any one issuer other than the U.S. Government and its sponsored-entities and agencies in an amount greater than 10% of shareholders equity. At June 30, 2012, mortgage-backed securities and collateralized mortgage obligations with a fair value of $17.3 million and an amortized cost of $17.0 million are not due at a single maturity date. The Bank had one security with an unrealized loss at June 30, 2012 and six securities with an unrealized loss at December 31, There were no securities that had an unrealized loss for twelve months or more at June 30, 2012 and December 31, Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Bank does not have the intent to sell these mortgage-backed securities and collateralized mortgage obligations, and it is likely that it will not be required to sell the securities before their anticipated recovery, the Bank does not consider these securities to be other-than-temporarily impaired at June 30, 2012 or December 31, Sales of available-for-sale securities were as follows as of June 30 (dollar amounts in thousands): Sale proceeds $ 12,401 $ 2,658 Gross gains Gross losses (5) - Securities pledged at June 30, 2012 and December 31, 2011 had a carrying amount of $9,819 and $15,358, respectively, and were pledged to secure public deposits, federal funds purchased line of credit at both dates and Federal Home Loan Bank advances at December 31,

10 Note 6 - Loans Loans at June 30, 2012 and December 31, 2011 were as follows (dollar amounts in thousands): June 30, December 31, Residential real estate 1-4 family, owner occupied $ 18,438 $ 20, family, non-owner occupied 3,355 3,348 Commercial real estate Commercial, owner occupied 8,701 8,965 Commercial, non-owner occupied 12,384 12,144 Land development 5,086 5,822 Farmland 3,053 4,132 Commercial 8,511 9,148 Consumer Indirect automobile loans 6,909 9,098 Consumer, non-real estate 5,429 5,693 Total loans 71,866 78,586 Deferred loan origination fees and costs, net Allowance for loan losses (2,703) (2,432) Loans, net $ 69,878 $ 76,934 The following table presents the activity in the allowance for loan losses for the three months ended June 30, 2012 (dollar amounts in thousands): Provision Loans Beginning for Loan Charged- Ending Balance Losses Off Recoveries Balance Residential real estate 1-4 family, owner occupied $ 481 $ (28) $ - $ 2 $ family, non-owner occupied 279 (2) Commercial real estate Commercial, owner occupied 105 (2) Commercial, non-owner occupied 134 (6) Construction Land development ,066 Farmland 61 (8) Commercial Consumer Indirect, auto (27) Consumer, non-real estate 67 (90) $ 2,403 $ - $ (27) $ 327 $ 2,703 8

11 The following table presents the activity in the allowance for loan losses for the six months ended June 30, 2012 (dollar amounts in thousands): Provision Loans Beginning for Loan Charged- Ending Balance Losses Off Recoveries Balance Residential real estate 1-4 family, owner occupied $ 460 $ 41 $ (50) $ 4 $ family, non-owner occupied Commercial real estate Commercial, owner occupied 106 (3) Commercial, non-owner occupied Construction Land development 925 (72) ,066 Farmland 72 (19) Commercial Consumer Indirect, auto 137 (6) (34) Consumer, non-real estate 44 (63) (4) $ 2,432 $ 16 $ (88) $ 343 $ 2,703 The following table presents the activity in the allowance for loan losses for the three months ended June 30, 2011 (dollar amounts in thousands): Provision Loans Beginning for Loan Charged- Ending Balance Losses Off Recoveries Balance Residential real estate 1-4 family, owner occupied $ 550 $ 61 $ (130) $ - $ family, non-owner occupied 340 (3) Commercial real estate Commercial, owner occupied 110 (11) Commercial, non-owner occupied (9) Construction 16 (16) Land development 2, (46) - 2,051 Farmland Commercial 137 (10) Consumer Indirect, auto (7) Consumer, non-real estate 30 (7) $ 3,532 $ 83 $ (192) $ 2 $ 3,425 9

12 The following table presents the activity in the allowance for loan losses for the six months ended June 30, 2011 (dollar amounts in thousands): Provision Loans Beginning for Loan Charged- Ending Balance Losses Off Recoveries Balance Residential real estate 1-4 family, owner occupied $ 454 $ 203 $ (180) $ 4 $ family, non-owner occupied 338 (1) Commercial real estate Commercial, owner occupied 104 (5) Commercial, non-owner occupied (9) Construction 16 (16) Land development 974 1,610 (533) - 2,051 Farmland Commercial 151 (24) Consumer Indirect, auto (17) Consumer, non-real estate 35 (12) $ 2,337 $ 1,821 $ (739) $ 6 $ 3,425 10

13 The following table presents the balance in the allowance for loan losses as of June 30, 2012 (dollar amounts in thousands): Allowance for Loan Losses Loan Balances Individually Collectively Individually Collectively Evaluated for Evaluated for Evaluated for Evaluated for Impairment Impairment Total Impairment Impairment Total Residential real estate 1-4 family, owner occupied $ 69 $ 386 $ 455 $ 855 $ 17,583 $ 18, family, non-owner occupied ,355 3,355 Commercial real estate Commercial, owner occupied ,701 8,701 Commercial, non-owner occupied ,004 12,384 Land development 4 1,062 1,066 1,536 3,550 5,086 Farmland ,053 3,053 Commercial ,061 7,450 8,511 Consumer Indirect automobile loans ,909 6,909 Consumer, non-real estate ,404 5,429 Total $ 356 $ 2,347 $ 2,703 $ 3,857 $ 68,009 $ 71,866 11

14 The following table presents the balance in the allowance for loan losses as of December 31, 2011 (dollar amounts in thousands): Allowance for Loan Losses Loan Balances Individually Collectively Individually Collectively Evaluated for Evaluated for Evaluated for Evaluated for Impairment Impairment Total Impairment Impairment Total Residential real estate 1-4 family, owner occupied $ 48 $ 412 $ 460 $ 1,061 $ 19,175 $ 20, family, non-owner occupied ,348 3,348 Commercial real estate Commercial, owner occupied ,965 8,965 Commercial, non-owner occupied ,764 12,144 Land development ,241 3,581 5,822 Farmland ,132 4,132 Commercial ,150 9,148 Consumer Indirect automobile loans ,098 9,098 Consumer, non-real estate ,693 5,693 Total $ 293 $ 2,139 $ 2,432 $ 4,680 $ 73,906 $ 78,586 12

15 The following table presents information related to loans individually evaluated for impairment for the three months ended June 30, 2012 and 2011 (dollar amounts in thousands): June 30, 2012 June 30, 2011 Interest Cash Interest Cash Average Income Income Average Income Income Balance Recognized Recognized Balance Recognized Recognized Residential real estate 1-4 family, owner occupied $ 855 $ - $ - $ 1,192 $ - $ family, non-owner occupied Commercial real estate Commercial, owner occupied Commercial, non-owner occupied Construction Land development 1, , Farmland Commercial 1, Consumer Indirect automobile loans Consumer, non-real estate Total $ 3,803 $ 11 $ 11 $ 6,159 $ 6 $ 10 13

16 The following table presents information related to loans individually evaluated for impairment as of the six months ended June 30, 2012 and 2011 (dollar amounts in thousands): June 30, 2012 June 30, 2011 Interest Cash Interest Cash Average Income Income Average Income Income Balance Recognized Recognized Balance Recognized Recognized Residential real estate 1-4 family, owner occupied $ 767 $ - $ - $ 1,222 $ - $ family, non-owner occupied Commercial real estate Commercial, owner occupied Commercial, non-owner occupied Construction Land development 1, , Farmland Commercial Consumer Indirect automobile loans Consumer, non-real estate Total $ 3,995 $ 24 $ 24 $ 6,549 $ 10 $ 10 14

17 The following table presents information related to loans individually evaluated for impairment as of June 30, 2012 (dollar amounts in thousands): Allowance Unpaid for Loan Principal Partial Loan Losses With no related allowance recorded: Balance Charge-Offs Balance Allocated Residential real estate 1-4 family, owner occupied $ 515 $ 111 $ 404 $ family, non-owner occupied Commercial real estate Commercial, owner occupied Commercial, non-owner occupied Land development 3,643 2,266 1,377 - Farmland Commercial Consumer Indirect, auto Consumer, non-real estate ,158 2,377 1,781 - With an allowance recorded: Residential real estate 1-4 family, owner occupied family, non-owner occupied Commercial real estate Commercial, owner occupied Commercial, non-owner occupied Land development Farmland Commercial 1,061-1, Consumer Indirect, auto Consumer, non-real estate , , $ 6,609 $ 2,752 $ 3,857 $

18 The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2011 (dollar amounts in thousands): Allowance Unpaid for Loan Principal Partial Loan Losses Balance Charge-Offs Balance Allocated Residential real estate 1-4 family, owner occupied $ 853 $ 242 $ 611 $ family, non-owner occupied Commercial real estate Commercial, owner occupied Commercial, non-owner occupied Land development 4,100 2,534 1,566 - Farmland Commercial Consumer Indirect, auto Consumer, non-real estate ,440 2,883 2,557 - With an allowance recorded: Residential real estate 1-4 family, owner occupied family, non-owner occupied Commercial real estate Commercial, owner occupied Commercial, non-owner occupied Land development Farmland Commercial Consumer Indirect, auto Consumer, non-real estate , , $ 7,930 $ 3,250 $ 4,680 $

19 Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. The following table presents nonaccrual loans and the aging of the past due loans as of June 30, 2012 (dollar amounts in thousands): Greater Than or Equal to Days Past Due Days Days Excluding Total Non- Loans Not Past Due Past Due Non-Accrual Past Due Accrual Past Due Total Residential real estate 1-4 family, owner occupied $ - $ - $ - $ - $ 450 $ 17,988 $ 18, family, non-owner occupied ,355 3,355 Commercial real estate Commercial, owner occupied ,439 8,701 Commercial, non-owner occupied ,004 12,384 Construction Land development ,536 3,550 5,086 Farmland ,053 3,053 Commercial ,455 8,511 Consumer Indirect automobile loans ,909 6,909 Consumer, non-real estate ,320 5,429 Total $ 262 $ 109 $ - $ 371 $ 2,422 $ 69,073 $ 71,866 The following table presents nonaccrual loans and the aging of the past due loans as of December 31, 2011 (dollar amounts in thousands): Greater Than or Equal to Days Past Due Days Days Excluding Total Non- Loans Not Past Due Past Due Non-Accrual Past Due Accrual Past Due Total Residential real estate 1-4 family, owner occupied $ 192 $ - $ 50 $ 242 $ 1,061 $ 18,933 $ 20, family, non-owner occupied ,206 3,348 Commercial real estate Commercial, owner occupied ,965 8,965 Commercial, non-owner occupied ,764 12,144 Construction Land development ,241 3,581 5,822 Farmland ,132 4,132 Commercial ,080 9,148 Consumer Indirect automobile loans ,081 9,098 Consumer, non-real estate ,603 5,693 Total $ 373 $ 68 $ 50 $ 491 $ 3,750 $ 74,345 $ 78,586 17

20 Troubled Debt Restructurings: Included in impaired and non-accrual loans are loans modified in troubled debt restructurings ( TDRs ) totaling $3.3 million at June 30, 2012 and December 31, The Bank has allocated $340,000 and $256,000 of specific reserves to TDRs as of June 30, 2012 and December 31, The Bank has not committed to lend additional amounts as of June 30, 2012 and December 31, 2011 to customers with outstanding loans that are classified as TDRs. At June 30, 2012, four TDRs, approximating $1.4 million are accruing with the remaining TDRs on nonaccrual. All TDRs at December 31, 2011 are on nonaccrual. During the three and six-month periods ending June 30, 2012 one loan has been modified into a troubled debt restructuring. During the three and six-month periods ending June 30, 2011 no loans have been modified into a troubled debt restructuring. The following table presents TDRs for which there was a payment default within twelve months following the modification during the period ending June 30, 2012 (dollar amounts in thousands): Number Recorded of Loans Investment Troubled Debt Restructurings That Subsequently Defaulted: Residential real estate: 1-4 family, owner occupied 1 $ 450 Commercial real estate: Construction 1 - Land development Total 3 $ 594 terms. A loan is considered to be in payment default once it is 60 days contractually past due under the modified The TDRs that subsequently defaulted had no impact on the provision for loan loss for the three months ended June 30, 2012 or the six-month period ending June 30, There were no TDRs for which there was a payment default within twelve months following the modification for the three months ended June 30, 2011 or the six-month period ending June 30,

21 Credit Quality Indicators: The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed generally on a monthly basis but no less than quarterly. Watch. Loans classified as watch have a potential weakness that deserves management s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution s credit position at some future date. Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans. Included in pass rated loans are homogenous residential real estate loans that are monitored based on the past due status of the loan. Management evaluates the risk category of these loans when a loan becomes delinquent or a borrower requests a concession. Loans listed as not rated are indirect automobile and consumer, non-real estate loans. As of June 30, 2012, and based on the most recent analysis performed, the risk categories of loans are as follows (dollar amounts in thousands): Not Rated Pass Watch Substandard Doubtful Total Residential real estate 1-4 family, owner occupied $ - $ 15,786 $ 871 $ 1,781 $ - $ 18, family, non-owner occupied - 1,942 1, ,355 Commercial real estate Commercial, owner occupied - 6,268 1, ,701 Commercial, non-owner occupied - 10, ,384 Land development - 2, ,498-5,086 Farmland , ,053 Commercial - 3,607 3,843 1,061-8,511 Consumer Indirect automobile loans 6, ,909 Consumer, non-real estate 4,167-1, ,429 Total $ 11,076 $ 40,759 $ 12,678 $ 7,353 $ - $ 71,866 19

22 As of December 31, 2011, and based on the most recent analysis performed, the risk categories of loans are as follows (dollar amounts in thousands): Not Rated Pass Watch Substandard Doubtful Total Residential real estate 1-4 family, owner occupied $ - $ 17,253 $ 300 $ 2,683 $ - $ 20, family, non-owner occupied - 2,148 1, ,348 Commercial real estate Commercial, owner occupied - 6,503 1, ,965 Commercial, nonowner occupied - 10, ,144 Land development - 2, ,203-5,822 Farmland , ,132 Commercial - 6,963 1, ,148 Consumer Indirect automobile loans 9, ,098 Consumer, non-real estate 5, ,693 Total $ 14,695 $ 46,004 $ 9,003 $ 8,884 $ - $ 78,586 Note 7 - Other Real Estate Owned Activity in other real estate owned was as follows (dollar amounts in thousands): June 30, June 30, Balance at beginning of period, net of valuation allowance $ 3,193 $ 5,205 Additions Sales (323) - Net gain (loss) on sale of real estate owned - - Provision for valuation allowance (321) (578) End of period, net of valuation allowance $ 3,111 $ 4,627 Activity in valuation allowance was as follows (dollar amounts in thousands): June 30, June 30, Beginning of period $ 605 $ 29 Provision for valuation allowance Less: Write-downs End of period $ 364 $ 491 Expenses associated with other real estate owned were $111,000 and $177,000, net of rental income, for June 30, 2012 and 2011, respectively. The Bank has established a policy to appraise other real estate owned at least on an annual basis, and during the interim period, adjust the appraised value based on certain factors including changes in real estate prices as measured through various real estate indexes. Management will write-off declines in other real estate owned based on appraisals and will establish a valuation allowance for declines during the interim period between appraisals. 20

23 Note 8 - Deposits Deposits at period end consisted of the following (dollar amounts in thousands): June 30, December 31, Non-interest bearing demand deposits $ 12,373 $ 11,187 Interest-bearing deposits Interest bearing demand (NOW) 8,357 4,643 Money market accounts 36,220 38,527 Savings accounts 2,356 2,154 Certificates of deposit, less than $100 12,782 14,299 Certificates of deposit, $100 or more 28,347 30,107 Total deposits $ 100,435 $ 100,917 Included in certificate of deposits are approximately $4.6 million of brokered deposits as of June 30, 2012 and December 31, Broker deposits totaling $4.6 million, with a weighted average rate of 0.97%, mature within 12 months. Under the terms of the Bank s Consent Order, the Bank may not accept, renew or roll over any brokered deposit unless it has applied for and been granted a waiver of the prohibition by the FDIC in accordance with the provision governing brokered deposits. Note 9 - Federal Home Loan Bank Advances At June 30, 2012, the Bank had no advances from the Federal Home Loan Bank of Chicago ( FHLB ) and at December 31, 2011, the Bank had a FHLB advance in the amount of $5.25 million with a fixed rate 2.9% loan maturing July 18, During the first quarter of 2012, the Bank prepaid the FHLB advances totaling $5.25 million and incurred a prepayment penalty of $193,000. The Bank funded the repayments of the FHLB advances through its current cash reserves and by selling securities. Note 10 - Earnings (Loss) per Share Basic earnings (loss) per common share is net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share includes the dilutive effect of additional potential common shares issuable under stock options and warrants. All options and warrants were excluded from the calculation of diluted earnings (loss) per share in 2012 and 2011 because their effects were antidilutive. Note 11 - Fair Value Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other 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. Level 3: Significant unobservable inputs that reflect a reporting entity s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Bank used the following methods and significant assumptions to estimate the fair value of each type of financial instrument. 21

24 Securities: The fair values of debt securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities relationship to other benchmark quoted securities (Level 2 inputs). Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Appraised values may be discounted based on management s historical knowledge, changes in market conditions from the time of valuation, and/or management s expertise and knowledge of the client and client s business. Impaired loans are reviewed and evaluated at least quarterly for additional impairment and adjusted accordingly, based on the same factors identified above. Other Real Estate Owned: The fair value of other real estate owned is generally based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Assets and liabilities measured at fair value on a recurring basis are summarized below (dollar amounts in thousands): Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant Total for Identical Observable Unobservable Fair Value Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Assets at June 30, 2012: Securities available-for-sale: Mortgage-backed securities: residential $ 11,042 $ - $ 11,042 $ - Collateralized mortgage obligations: residential 6,286-6,286 - $ 17,328 $ - $ 17,328 $ - Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant Total for Identical Observable Unobservable Fair Value Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Assets at December 31, 2011: Securities available-for-sale: Mortgage-backed securities: residential $ 18,093 $ - $ 18,093 $ - Collateralized mortgage obligations: residential 9,138-9,138 - $ 27,231 $ - $ 27,231 $ - 22

25 Assets and liabilities measured at fair value on a non-recurring basis are summarized below (dollar amounts in thousands): Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant Total for Identical Observable Unobservable Fair Value Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Assets at June 30, 2012 Impaired loans Residential real estate $ 382 $ - $ - $ 382 Commercial real estate Commercial Other real estate owned Residential real estate $ 1,016 $ - $ - $ 1,016 Commercial real estate 1, ,669 Quoted Prices in Significant Active Markets Other Significant Total for Identical Observable Unobservable Fair Value Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Assets at December 31, 2011: Impaired loans Residential real estate $ 602 $ - $ - $ 602 Commercial real estate 2, ,440 Commercial Other real estate owned Residential real estate $ 1,019 $ - $ - $ 1,019 Commercial real estate 2, ,174 Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $1.1 million at June 30, 2012, after no partial charge-offs in In addition, these loans had a specific valuation allowance of $120,000 at June 30, Partial charge-offs and changes in specific valuation allowances on these impaired loans carried at the fair value of collateral at June 30, 2012 resulted in an additional provision for loan losses of $20,000 for the period ended June 30, Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $3.1 million, after partial charge-offs of $2.2 million in In addition, these loans had a specific valuation allowance of $102,000 at December 31, Partial charge-offs and changes in specific valuation allowances during 2011 on impaired loans carried at the fair value of collateral at December 31, 2011 resulted in an additional provision for loan losses of $1.9 million for the year ended December 31, Other real estate owned which are carried at the fair value, less costs to sell approximated $2.7 million at June 30, 2012, with a valuation allowance of $364,000. Impairment write-downs and changes in valuation allowance during 2012 on other real estate owned carried at fair value at June 30, 2012 resulted in an additional other real estate owned expense of 321,000 for the period ended June 30, Other real estate owned, which are carried at the fair value, less costs to sell approximated $3.2 million at December 31, 2011, with a valuation allowance of $605,

26 The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2012: Range Valuation (Weighted Fair value Technique(s) Unobservable Input(s) Average) Impaired loans: Residential real estate $ 382 Sales comparison Discount on market value approach and selling costs 8%-14% (9%) Commercial real estate 523 Sales comparison Discount on market value approach and selling costs 6%-8% (7%) Commercial 51 Sales comparison Discount on market value approach and selling costs 6%-6% (6%) Other real estate owned: Residential real estate $ 1,016 Sales comparison Discount on market value approach and selling costs 8%-61% (33%) Commercial real estate 1,669 Sales comparison Discount on market value approach and selling costs 8%-21% (16%) The carrying amounts and estimated fair values of financial instruments at June 30, 2012 is as follows (dollar amounts in thousands): Carrying Amount Level 1 Level 2 Level 3 Financial Assets Cash and cash equivalents $ 16,870 $ 16,870 $ - $ - Securities available-for-sale 17,328-17,328 - Loans, net 69, ,641 Federal Home Loan Bank stock 715 N/A N/A N/A Accrued interest receivable Financial Liabilities Deposits $ 100,435 $ - $ 100,873 $ - Accrued interest payable The carrying amounts and estimated fair values of financial instruments at December 31, 2011 is as follows (dollar amounts in thousands): Carrying Amount Level 1 Level 2 Level 3 Financial Assets Cash and cash equivalents $ 5,536 $ 5,536 $ - $ - Securities available-for-sale 27,231-27,231 - Loans, net 76, ,635 Federal Home Loan Bank stock Accrued interest receivable Financial Liabilities Deposits $ 100,917 $ 59,306 $ 42,048 $ - Federal Home Loan Bank advances 5,250-5,457 - Accrued interest payable

27 The methods and assumptions, not previously presented, used to estimate fair values are described as follows: (a) Cash and Cash Equivalents The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1. (b) FHLB Stock It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability. (c) Loans Fair values of loans, excluding loans held for sale, are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price. (d) Deposits The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date resulting in a Level 1 classification. The carrying amounts of variable rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date resulting in a Level 2 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification. (e) FHLB Advances The fair values of the Company s FHLB Advances are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification. (f) Accrued Interest Receivable/Payable The carrying amounts of accrued interest approximate fair value resulting in a Level 2 classification. (g) Off-balance Sheet Instruments Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties credit standing. The fair value of commitments is not material. Note 12 - Regulatory Capital Requirements Banks are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. 25

28 The Federal Depository Insurance Corporation ( FDIC ) prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. The Bank must maintain a Tier 1 Capital to average total assets ratio of at least 8% during its de novo status, which covers its first seven years of operations. On October 12, 2011, the Bank entered into a Consent Order with the Federal Depository Insurance Corporation ( FDIC ) and the Illinois Department of Financial and Professional Regulation ( IDFPR ). In accordance with the terms of the Consent Order, the Bank has agreed to, among other things, (i) maintain a minimum Tier 1 leverage capital ratio of at least 9% and a total risk-based capital ratio of at least 13%, (ii) timely identify and reduce its overall level of problem loans, and (iii) adopt a written plan to return the Bank to profitability. The Consent Order will remain in effect until modified, terminated, lifted, suspended or set aside by the regulatory authorities. At June 30, 2012, the Bank was not in compliance with the requirements. The Bank s Tier 1 capital to average total assets was 7.99% and the total capital to risk-weighted assets was 12.36%. Depending on the Bank s ability to become profitable, the ability to raise capital, if any, the decrease in total assets held by the Bank, if any, and satisfaction of other aspects of the Consent Order, the FDIC and IDFPR can institute other corrective measures and has broad enforcement powers to impose additional restrictions on the Bank s operations. While the Bank believes that it can achieve compliance with the higher capital ratios and other items required by the FDIC and IDFPR, there can be no assurance that the Bank will be able to fully comply with all of the terms of the Consent Order. Solely the FDIC and IDFPR have the ability to determine compliance with the Consent Order. Management intends to shrink the balance sheet and pursue other alternatives, such as capital raising activities to meet the capital ratios Actual and required capital amounts and ratios are presented below as of June 30, 2012 and December 31, 2011 (dollar amounts in thousands). Required For Capital Consent Actual Adequacy Purposes Requirement Amount Ratio Amount Ratio Amount Ratio June 30, 2012 Total capital to risk weighted assets $ 9, % $ 6, % $ 10, % Tier 1 capital to risk weighted assets 8, , N/A N/A Tier 1 capital to average total assets 8, , , Required For Capital Consent Actual Adequacy Purposes Requirement Amount Ratio Amount Ratio Amount Ratio December 31, 2011 Total capital to risk weighted assets $ 10, % $ 7, % $ 11, % Tier 1 capital to risk weighted assets 8, , N/A N/A Tier 1 capital to average total assets 8, , ,

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