UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 September 30, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _______

Commission File Number 0-25752

FNBH BANCORP, INC.

(Exact name of registrant as specified in its charter)

MICHIGAN		38-2869722
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

101 East Grand River, Howell, Michigan 48843

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (517) 546-3150

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate 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 Rule 405 of Regulation S-T (§232.405 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 x 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 27,770,143.

Shares of the Corporation’s Common Stock (no par value) were outstanding as of November 14, 2014.

TABLE OF CONTENTS

		Page
		Number

Part I Financial Information (unaudited)
Item 1.	Financial Statements:	1
	Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013	1
	Consolidated Statements of Income for the three and nine months ended September 30, 2014 and 2013	2
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2014 and 2013	3
	Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2014 and 2013	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	5
	Notes to Interim Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 4.	Controls and Procedures	34

Part II. Other Information
Item 1A	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 5.	Other Information	35
Item 6.	Exhibits	36

Signatures		37

Discussions and statements in this report that are not statements of historical fact, including, without limitation, statements that include terms such as “will,” “may,” “should,” “believe,” “expect,” “forecast,” “anticipate,” “estimate,” “project,” “intend,” “likely,” “optimistic” and “plan,” and statements about future or projected financial and operating results, plans, projections, objectives, expectations, and intentions and other statements that are not historical facts, are forward-looking statements. Forward-looking statements include, but are not limited to, statements about the likelihood of additional regulatory enforcement action against our Bank; descriptions of plans and objectives for future operations, products or services; projections of our future revenue, earnings or other measures of economic performance; forecasts of credit losses and other asset quality trends; predictions as to our Bank’s ability to maintain certain regulatory capital standards; our expectation that we will have or be able to maintain sufficient cash to meet expected obligations during 2014; and descriptions of other steps we may take to improve our capital position. These forward-looking statements express our current expectations, forecasts of future events, or long-term goals and, by their nature, are subject to assumptions, risks, and uncertainties. Although we believe that the expectations, forecasts, and goals reflected in these forward-looking statements are reasonable, actual results could differ materially for a variety of reasons, including, among others:

our ability to comply with the various requirements imposed by the regulatory Consent Order against the Bank;

our ability to implement our recovery plan initiatives;

economic, market, operational, liquidity, credit, and interest rate risks associated with our business;

economic conditions generally and in the financial services industry, particularly economic conditions within Michigan and the regional and local real estate markets in which our Bank operates;

the failure of assumptions underlying the establishment of, and provisions made to, our allowance for loan losses;

the ability of our Bank to maintain certain regulatory capital standards;

increased competition in the financial services industry, either nationally or regionally;

our ability to achieve loan and deposit growth;

volatility and direction of market interest rates;

limitations on our ability to access and rely on wholesale funding sources;

the continued services of our management team and

implementation of new legislation and regulatory initiatives, which may have significant effects on us and the financial services industry

This list provides examples of factors that could affect the results described by forward-looking statements contained in this report, but the list is not intended to be all inclusive. The risk factors disclosed in Part I – Item A of our Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any new or modified risk factors disclosed in Part II – Item 1A of any subsequently filed Quarterly Report on Form 10-Q, include all known risks our management believes could materially affect the results described by forward-looking statements in this report. However, those risks may not be the only risks we face. Our results of operations, cash flows, financial position, and prospects could also be materially and adversely affected by additional factors that are not presently known to us that we currently consider to be immaterial, or that develop after the date of this report. We cannot assure you that our future results will meet expectations. While we believe the forward-looking statements in this report are reasonable, you should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. We do not undertake, and expressly disclaim, any obligation to update or alter any statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Part I – Financial Information

Item 1. Financial Statements

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

	September 30, 2014			December 31, 2013
	(in thousands, except share amounts)
Assets
Cash and due from banks	$	22,239		$	77,827
Short term investments		198			198
Total cash and cash equivalents		22,437			78,025

Investment securities:
Investment securities available for sale, at fair value		137,674			67,680
FHLBI and FRB stock, at cost		1,241			779
Total investment securities		138,915			68,459

Loans held for investment:
Commercial		130,647			136,864
Consumer		16,641			16,231
Real estate mortgage		10,518			12,020
Total loans held for investment		157,806			165,115
Less allowance for loan losses		(6,962	)		(9,214	)
Net loans held for investment		150,844			155,901
Premises and equipment, net		7,361			7,395
Other real estate owned, held for sale		1,072			480
Accrued interest and other assets		1,709			2,030
Total assets	$	322,338		$	312,290

Liabilities and Shareholders' Equity
Liabilities
Deposits:
Demand (non-interest bearing)	$	97,930		$	93,953
NOW		32,103			29,937
Savings and money market		88,953			82,518
Time deposits		71,267			77,782
Brokered certificates of deposit		-			1,123
Total deposits		290,253			285,313
Other borrowings		-			16
Accrued interest, taxes, and other liabilities		1,482			1,855
Total liabilities		291,735			287,184

Shareholders' Equity
Preferred stock, no par value.
Series A - Authorized 10,000 shares; no shares issued and outstanding		-			-
Series B - Authorized 20,000 shares; no shares issued and outstanding at September 30, 2014 and 17,510 shares issued and outstanding at December 31, 2013		-			16,520
Common stock, no par value. Authorized 40,000,000 shares at September 30, 2014 and 11,000,000 at December 31, 2013; 27,770,143 shares issued and outstanding at September 30, 2014 and 455,115 shares issued and outstanding at December 31, 2013		25,449			7,321
Retained earnings		5,171			2,478
Deferred directors' compensation		224			342
Accumulated other comprehensive income (loss)		(241	)		(1,555	)
Total shareholders' equity		30,603			25,106
Total liabilities and shareholders' equity	$	322,338		$	312,290

See accompanying notes to interim consolidated financial statements (unaudited).

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Three and Nine Months Ended September 30, 2014 and 2013

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
	(in thousands, except per share amounts)
Interest and dividend income:
Interest and fees on loans	$	2,066		$	2,345		$	6,375		$	7,112
Interest and dividends on securities:
Taxable		505			257			1,308			772
Tax-exempt		9			12			33			35
Other securities		8			6			33			20
Interest on short term investments		1			1			3			2
Total interst and dividend income		2,589			2,621			7,752			7,941
Interest expense		168			232			553			698
Net interest income		2,421			2,389			7,199			7,243
Provision for loan losses		(2,500	)		-			(2,500	)		(2,250	)
Net interest income after provison for loan losses		4,921			2,389			9,699			9,493
Noninterest income:
Service charges and other fee income		599			687			1,739			1,898
Trust income		25			36			84			115
Gain on available for sale securities		-			-			2			-
Other		9			12			35			131
Total noninterest income		633			735			1,860			2,144
Noninterest expense:
Salaries and employee benefits		1,643			1,344			4,620			3,974
Net occupancy expense		200			222			722			685
Equipment expense		82			88			266			255
Professional and service fees		453			433			1,291			1,264
Loan collection and foreclosed property expenses		71			88			160			253
Computer service fees		131			123			388			348
Computer software amortization expense		10			11			29			29
FDIC assessment fees		173			263			424			772
Insurance		80			131			300			392
Printing and supplies		32			35			124			121
Net (gain) loss on sale/writedown of OREO and repossessions		(66	)		(29	)		(66	)		(75	)
Other		207			178			603			573
Total noninterest expense		3,016			2,887			8,861			8,591
Income before federal income taxes		2,538			237			2,698			3,046
Federal income tax expense		-			-			5			104
Net income	$	2,538		$	237		$	2,693		$	2,942

Per share statistics:
Basic and diluted EPS	$	0.09		$	0.52		$	0.10		$	6.43

Weighted-average common shares outstanding		27,770,143			457,435			14,034,483			457,435
Weighted-average common stock equivalents shares outstanding, as converted		-			-			13,011,078			-
Total basic and diluted shares		27,770,143			457,435			27,045,561			457,435

See accompanying notes to interim consolidated financial statements (unaudited).

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2014 and 2013

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
	(in thousands)
Net income	$	2,538		$	237		$	2,693		$	2,942
Other comprehensive income:
Net change in unrealized gains (losses) on available for sale securities		(282	)		(527	)		1,316			(1,166	)
Less reclassification adjustment for realized securities net gain recognized in net income		-			-			(2	)		-
Other comprehensive income (loss):		(282	)		(527	)		1,314			(1,166	)
Comprehensive income (loss)	$	2,256		$	(290	)	$	4,007		$	1,776

See accompanying notes to interim consolidated financial statements (unaudited).

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' Equity

Nine Months Ended September 30, 2014 and 2013

(Unaudited)

	Preferred Stock			Common Stock		Retained Earnings (Deficit)			Deferred Directors' Compensation			Accumulated Other Comprehensive Income (Loss)			Total
	(in thousands)
Balances at January 1, 2013	$	-		$	7,202	$	(496	)	$	461		$	202		$	7,369
Issued 788 shares for deferred directors' fees		-			119		-			(119	)		-			-
Net income		-			-		2,942			-			-			2,942
Other comprehensive loss		-			-		-			-			(1,166	)		(1,166	)
Balances at September 30, 2013	$	-		$	7,321	$	2,446		$	342		$	(964	)	$	9,145

Balances at January 1, 2014	$	16,520		$	7,321	$	2,478		$	342		$	(1,555	)	$	25,106
Issued 772 shares for deferred directors' fees		-			118		-			(118	)		-			-
Issuance of common stock		-			1,490		-			-			-			1,490
Preferred stock converted to common stock		(16,520	)		16,520		-			-			-			-
Net income		-			-		2,693			-			-			2,693
Other comprehensive income		-			-		-			-			1,314			1,314
Balances at September 30, 2014	$	-		$	25,449	$	5,171		$	224		$	(241	)	$	30,603

See accompanying notes to interim consolidated financial statements (unaudited).

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended September 30,
	2014			2013
	(in thousands)
Cash flows from operating activities:
Net income	$	2,693		$	2,942
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		(2,500	)		(2,250	)
Depreciation and amortization		361			334
Deferred income tax expense		-			104
Net amortization on investment securities		824			884
(Gain) loss on availble for sale securities		(2	)		-
Net gain on sale/writedown of OREO and repossessions		(66	)		(75	)
Decrease in accrued interest income and other assets		300			564
Increase (decrease) in accrued interest, taxes, and other liabilities		(373	)		329
Net cash provided by operating activities		1,237			2,832
Cash flows from investing activities
Purchases of available for sale securities		(86,416	)		(20,684	)
Proceeds from sales of available for sale securities		202			-
Proceeds from maturities and calls of available for sale securities		3,350			3,000
Proceeds from mortgage-backed securities paydowns - available for sale securities		13,362			15,953
Purchase of FRB stock		(462	)		-
Proceeds from sale of OREO and repossessions		520			2,899
Net decrease in loans		6,511			12,647
Capital expenditures		(306	)		(461	)
Net cash provided by (used in) investing activities		(63,239	)		13,354
Cash flows from financing activites:
Net increase in deposits		4,940			2,783
Common stock issued		1,490			-
(Repayment of) proceeds from other borrowings		(16	)		40
Net cash provided by financing activities		6,414			2,823
Net change in cash and cash equivalents		(55,588	)		19,009
Cash and cash equivalents at beginning of year		78,025			42,021
Cash and cash equivalents at end of period	$	22,437		$	61,030

Supplemental disclosures:
Interest paid	$	570		$	707
Loans transferred to other real estate owned		958			86
Loans charged off		348			859

See accompanying notes to interim consolidated financial statements (unaudited).

Notes to Consolidated Financial Statements

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management of FNBH Bancorp, Inc. (the Corporation), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation were included. The results of operations for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. For further information, refer to the consolidated financial statements and footnotes thereto included in the 2013 Annual Report contained in the Corporation’s report on Form 10-K filing. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.

2. Regulatory Matters and Recovery Initiatives

Regulatory Actions

On October 16, 2008, the Bank entered into a formal agreement with its primary federal regulator, the Office of the Comptroller of the Currency (the "OCC"). Pursuant to the agreement, the Bank agreed to take certain actions intended to address various issues that negatively impacted the Bank's financial condition and performance.

On September 24, 2009, the Bank stipulated to the issuance of a Consent Order against the Bank by the OCC. This Consent Order, which superseded the formal agreement signed in October 2008, required the Bank to take certain actions to improve its financial condition and operations, including achieving and maintaining total capital equal to 11% of risk-weighted assets and Tier 1 capital equal to at least 8.5% of adjusted total assets. The Consent Order included a number of other requirements, including the submission of an acceptable strategic plan for the Bank's operations, the development and implementation of various written plans designed to improve the Bank's management of its loan portfolio, and certain steps to manage risks associated with commercial real estate and construction and development lending.

The Corporation and the Bank have been working diligently to cause the Bank to meet the requirements of the 2009 Consent Order. In particular, the Corporation completed a private placement offering on December 11, 2013 which raised additional new capital of approximately $16.5 million. On December 20, 2013, the Corporation contributed $15.4 million of the net proceeds from this transaction to the capital of the Bank. As a result, as of December 31, 2013, the Bank met the minimum capital ratios required by the Consent Order. In addition, on March 27, 2014, the Corporation completed a rights offering which raised additional new capital of approximately $1.5 million, of which $550,000 was contributed to the capital of the Bank on March 28, 2014. These capital contributions have enabled the Bank to achieve and maintain the minimum regulatory capital ratios imposed by the Consent Order since December 31, 2013. (See Note 8 – Shareholders’ Equity.) To date, however, the Bank has failed to comply with certain other requirements of the Consent Order.

On October 31, 2013, the Bank stipulated to the issuance by the OCC of a new Consent Order against the Bank (the "Consent Order"). This new Consent Order replaces the Consent Order issued in 2009. The new Consent Order includes essentially all of the articles included in the 2009 Consent Order. In addition, the new Consent Order contains certain new conditions and/or articles intended to enhance the Bank’s risk management policies and practices; requirements to obtain certain OCC approval prior to deviating from the Bank's strategic business plan; additional requirements to ensure effective management and board composition, establishment of a formal compensation plan structure, and management of third party vendor relationships; a new article requiring the Bank to establish an affiliate transaction policy; and a new article to ensure the effectiveness of the Bank's internal audit program. Importantly, the new Consent Order continues to require the Bank to achieve and maintain total capital equal to 11% of risk weighted assets and Tier 1 capital equal to at least 8.5% of adjusted total assets. The new Consent Order was filed as an exhibit to the Corporation’s Form 10-Q for the quarterly period ended September 30, 2013 and the OCC has made a copy of the new Consent Order available on their website at www.occ.gov.

As noted above, the Consent Order imposes many other requirements on the Bank in addition to the minimum capital ratios. Despite achieving the required minimum capital levels, the Bank is still working to achieve full compliance with certain other articles of the Consent Order. Management believes it has made substantive progress on these other Consent Order requirements through various initiatives. However, additional effort and time is necessary in order for the Bank to demonstrate adherence to, and the effectiveness of, new policies and procedures implemented to remediate deficiencies identified in the Consent Order and to achieve full compliance with certain other provisions of the Consent Order. The Bank continues to work diligently to meet these requirements in an effort to gain full compliance with the Consent Order.

It will be imperative for the Bank to comply with these other requirements in order to avoid further regulatory enforcement action. As long as the Bank is subject to the Consent Order, the financial performance of the Corporation will be adversely impacted by higher FDIC insurance premiums paid by the Bank and other ongoing costs incurred to correct the deficiencies underlying the requirements of the Consent Order.

Despite exceeding minimum regulatory standards for well-capitalized institutions at September 30, 2014, for purposes of the regulators’ Prompt Corrective Action (“PCA”) powers, the Bank is currently considered "adequately capitalized" due to being subject to the Consent Order. As a result of this classification, for purposes of PCA, the Bank is subject to a number of additional restrictions. These include, among other things, 1) limitations on the payment of capital distributions and management fees, 2) prohibitions on the acceptance, renewal, or roll-over of any brokered deposit without prior written approval of the Federal Deposit Insurance Corporation (FDIC), and 3) restrictions on interest rates paid on deposits. The Bank's capital category is determined solely for purposes of applying PCA; the capital category may not constitute an accurate representation of the Bank's overall financial condition or prospects.

In addition to the above regulatory actions and restrictions imposed on the Bank, the Federal Reserve has imposed restrictions on the Corporation to effect its support of the Bank. Specifically, the Corporation must receive approval from the Federal Reserve before the payment of dividends, issuance of debt, or redemption of stock. Additional restrictions on the Corporation by the Federal Reserve relate to changes in the composition of board members, the employment of senior executive officers or changes in the responsibilities of senior executive officers, and limitations on indemnification and severance payments.

Despite restoration of the Bank’s regulatory capital ratios to minimum levels imposed by the Consent Order, there is no assurance that the Bank will be able to maintain these capital ratios throughout 2014 or beyond. Moreover, management and the Board of Directors' execution of various initiatives designed to fully satisfy the asset quality, risk management, and other requirements of the Consent Order will take additional time and may not prove to be sufficiently effective. As such, no assurance can be provided as to whether or when the Bank will be in full compliance with the Consent Order or whether or when the Consent Order will be lifted or terminated. Even if lifted or terminated, the Bank may still be subject to a memorandum of understanding or other enforcement action by regulators that would restrict activities or that would continue to impose greater capital requirements on the Bank. The requirements and restrictions of the Consent Order are legally enforceable and the Corporation’s or Bank’s failure to comply with such requirements and restrictions may subject the Corporation and the Bank to additional regulatory restrictions.

Until such time as the Consent Order is either modified or lifted, management continues to pursue initiatives to achieve full compliance with all requirements of the Consent Order in order to mitigate the impact of the related regulatory challenges. In addition, execution of such initiatives includes implementation of measures necessary to position the Bank to overcome current economic challenges.

Recovery Plan Initiatives

As part of a recovery plan initiated in late 2008, management and the Board of Directors have been aggressively pursuing various initiatives intended to address and satisfy deficiencies identified in the Consent Order, the most important of which was a significant recapitalization necessary to restore the Bank’s capital to a level sufficient to meet the required minimum capital ratios. Other recovery plan efforts and initiatives are designed to improve the Bank’s financial health and risk management practices and policies. They include aggressively reducing credit risk exposure in the loan portfolio and improving the efficiency and effectiveness of core business processes. Certain other key elements of management’s continued recovery plan include, but are not limited to:

Continued, aggressive management of the Bank’s existing loan portfolio to reduce the level of classified loans, to minimize further credit losses and to maximize recoveries via negotiated payoffs, settlements and restructuring of existing problem loans;

Continued strengthening of risk management processes and procedures by ensuring the Bank has appropriate personnel with sufficient experience, training and authority to execute safe and sound banking practices with respect to asset quality;

Efforts to improve core profitability via gradual repositioning of balance sheet composition to increase earning assets while ensuring the Bank maintains an acceptable risk profile and adequate capital levels; and

Commitment to dedicate sufficient resources to address all portions of the Consent Order followed by a managed re-alignment of operating costs with a recapitalized, restructured and more efficient banking operation designed to promote balance sheet growth in an increasingly regulated and competitive business climate.

Management makes no assurances that the efforts, results, and/or future plans described above will improve the Bank’s overall financial condition, guarantee profitability in 2014, or ensure the modification or discharge of existing regulatory enforcement actions imposed on the Bank.

3. Securities

Securities available for sale consist of the following:

			Unrealized
	Amortized Cost		Gains		Losses			Fair Value
	(in thousands)
September 30, 2014
Mortgage-backed/CMO	$	113,155	$	196	$	(1,196	)	$	112,155
U.S. Agency		23,123		5		(35	)		23,093
Obligations of state and political subdivisions		1,588		21		-			1,609
Preferred stock⁽¹⁾		49		768		-			817
Total available for sale	$	137,915	$	990	$	(1,231	)	$	137,674

December 31, 2013
Mortgage-backed/CMO	$	67,392	$	84	$	(2,307	)	$	65,169
Obligations of state and political subdivisions		1,794		7		(7	)		1,794
Preferred stock⁽¹⁾		49		668		-			717
Total available for sale	$	69,235	$	759	$	(2,314	)	$	67,680

⁽¹⁾Represents preferred stocks issued by Freddie Mac and Fannie Mae

The following is a summary of the gross unrealized losses and fair value of securities by length of time that individual securities have been in a continuous loss position:

	Less than 12 months					12 months or more					Total
	Unrealized losses			Fair Value		Unrealized losses			Fair Value		Unrealized losses			Fair Value
	(in thousands)
September 30, 2014
Mortgage-backed/CMO	$	(357	)	$	52,961	$	(839	)	$	32,002	$	(1,196	)		84,963
U.S Agency		(35	)		15,063		-			-		(35	)		15,063
Total	$	(392	)	$	68,024	$	(839	)	$	32,002	$	(1,231	)	$	100,026

December 31, 2013
Mortgage-backed/CMO	$	(2,093	)	$	52,020	$	(214	)	$	3,537	$	(2,307	)		55,557
Obligations of state and political subdivisions		(7	)		780		-			-		(7	)		780
Total	$	(2,100	)	$	52,800	$	(214	)	$	3,537	$	(2,314	)	$	56,337

Securities are reviewed quarterly for possible other-than-temporary impairment (OTTI) based on guidance included in ASC Topic 320, Investments–Debt and Equity Instruments. This guidance requires an entity to assess whether it intends to sell, or whether it is more likely than not that it will be required to sell, a security in an unrealized loss position before the recovery of the security’s amortized cost basis. If either of these criteria is met, the entire difference between the amortized cost and fair value is recognized in earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income.

Management’s review of the securities portfolio for the existence of OTTI considers various qualitative and quantitative factors regarding each investment category, including if the securities were U.S. Government issued, the credit rating on the securities, credit outlook, payment status and financial condition, the length of time the security has been in a loss position, the size of the loss position and other meaningful information.

At September 30, 2014, the Corporation had three agency mortgage-backed securities and twelve agency CMO securities which have been impaired (i.e., fair market value is less than amortized cost) for more than twelve months. At December 31, 2013, there were two agency CMO securities impaired more than twelve months. The unrealized losses at September 30, 2014 are attributed to rises in term interest rates and widening spreads to Treasury bonds. As management does not intend to liquidate these securities and it is more likely than not that we will not be required to sell these securities prior to recovery of the unrealized losses, no declines are deemed to be other than temporary.

The Corporation owns one non-agency mortgage backed security for which OTTI was recorded in prior periods. A summary of the par value, book value, carrying value (fair value) and unrealized gain (loss) for the non-agency mortgage backed security is presented below:

	September 30, 2014					December 31, 2013
	Amount		% of Par			Amount		% of Par
	(dollars in thousands)

Par value	$	1,363		100.00	%	$	1,632		100.00	%
Book value		1,204		88.33	%		1,454		89.09	%
Carrying value		1,287		94.42	%		1,454		89.09	%
Unrealized gain		83		6.09	%		-		0.00	%

The Corporation makes a quarterly assessment of OTTI on this non-agency mortgage-backed security primarily based on a quarterly cash flow analysis performed by an independent third-party specialist. The evaluation includes a comparison of the present value of the expected cash flows to previous estimates to determine whether adverse changes in cash flows resulted during the period. The analysis considers attributes of the security, such as its super tranche position, and specific loan level collateral underlying the security. Certain key attributes of the underlying loans supporting the security included the following:

	September 30, 2014			December 31, 2013
Weighted average remaining credit score (based on original FICO)		736			737
Primary location of underlying loans:
California		70	%		70	%
Florida		4	%		3	%
Other		26	%		27	%
Delinquency status of underlying loans:
Past due 30-59 days		5.58	%		1.44	%
Past due 60-89 days		1.76	%		3.44	%
Past due 90 days or more		1.36	%		6.01	%
In process of foreclosure		11.75	%		3.78	%
Held as other real estate owned		0.00	%		0.00	%

The specialist calculates an estimate of the fair value of the security's cash flows using an INTEX valuation model, subject to certain assumptions regarding collateral related cash flows such as expected prepayment rates, default rates, loss severity estimates, and discount rates as key valuation inputs. Certain key attributes of the underlying loans supporting the security included the following:

	September 30, 2014			December 31, 2013
Voluntary repayment rate (CRR)		16.54	%		14.27	%
Default rates:
Within next 24 months		8.24	%		6.56	%
Decreasing to (by month 37)		3.83	%		3.55	%
Decreasing to (by month 203 at September 2014 and by month 212 at December 2013)		0.00	%		0.00	%
Loss severity rates:
Initial loss upon default (Year 1)		46.64	%		45.08	%
Per annum decrease in loss rate (Years 2 - 11)		3.50	%		3.50	%
Floor (Year 12)		23.00	%		23.00	%
Discount rate ⁽¹⁾:		5.50	%		5.50	%
Remaining credit support provided by other collateral pools of underlying loans within the security:		0.05	%		0.00	%

⁽¹⁾Intended to reflect estimated uncertainty and liquidity premiums, after adjustment for estimated credit loss cash flows.

The prepayment assumptions used within the model consider borrowers’ incentive to prepay based on market interest rates and borrowers’ ability to prepay based on underlying assumptions for borrowers’ ability to qualify for a new loan based on their credit and appraised property value, by location. As such, prepayment speeds decrease as credit quality and home prices deteriorate, reflecting a diminished ability to refinance.

In addition, collateral cash flow assumptions utilize a valuation technique under a “Liquidation Scenario” whereby loans are evaluated by delinquency and are assigned probability of default and loss factors deemed appropriate in the current economic environment. The liquidation scenarios assume that all loans 60 or more days past due migrate to default, are liquidated, and losses are realized over a period of between six and twenty four months based in part upon initial loan to value ratios and estimated changes in both historical and future property values since origination as obtained from financial data sources.

At September 30, 2014, based on a present value at a prospective yield of future cash flows for the investment as provided by the specialist and after management’s evaluation of the reasonableness of the specialist's underlying assumptions regarding Level 2 and Level 3 inputs, the Corporation concluded that the security’s expected cash flows continued to support the amortized cost of the security and no additional other-than-temporary impairment had been incurred.

At September 30, 2014 the non-agency mortgage-backed security was in an unrealized gain position of approximately $83,000. At December 31, 2013, using the valuation methodology and applicable inputs and assumptions described above, there was no unrealized gain or loss on the security.

The amortized cost and fair value of securities available for sale, by contractual maturity, follow. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	September 30, 2014				December 31, 2013
	Amortized Cost		Approximate Fair Value		Amortized Cost		Approximate Fair Value
	(in thousands)
Maturing within one year	$	2,003	$	2,005	$	-	$	-
Maturing after one year but within five years		19,877		19,859		761		761
Maturing after five years but within ten years		2,305		2,299		505		512
Maturing after ten years		575		1,356		577		1,238
		24,760		25,519		1,843		2,511
Mortgage-backed/CMO securities		113,155		112,155		67,392		65,169
Totals	$	137,915	$	137,674	$	69,235	$	67,680

There were two securities called during the nine month period ended September 30, 2014. Proceeds from at-par calls of securities totaled $3.4 million and $3.0 million for the nine months ended September 30, 2014 and September 30, 2013, respectively.

At September 30, 2014 and December 31, 2013, the Corporation did not own any investment securities issued by states and political subdivisions in which the amortized cost and fair value of such securities individually exceeded 10% of shareholders’ equity.

Investment securities, with an amortized cost of approximately $54.7 million at September 30, 2014 were pledged to secure public deposits and for other purposes required or permitted by law, including approximately $21.1 million of securities pledged as collateral at the Federal Home Loan Bank of Indianapolis (FHLBI) to support potential liquidity needs of the Bank. At December 31, 2013, the amortized cost of pledged investment securities totaled $60.8 million of which $25.5 million of securities was pledged as collateral at the FHLBI for contingent liquidity needs of the Bank.

The Bank owns stock in the Federal Home Loan Bank of Indianapolis (FHLBI) and the Federal Reserve Bank (FRB), both of which are recorded at cost. The Bank is required to hold stock in the FHLBI equal to 5% of the institution’s borrowing capacity with the FHLBI. The Bank’s investment in FHLBI stock amounted to $735,000 at September 30, 2014 and December 31, 2013. As a member bank of the Federal Reserve System, the Bank is required to own FRB capital stock equal to six percent of its capital and surplus. The Bank’s investment in FRB stock totaled $506,000 and $44,000 at September 30, 2014 and December 31, 2013, respectively. In March 2014, the Bank purchased additional FRB stock due to the increase in its capital position resulting from the December 2013 capital contribution from the Corporation. The FHLBI and FRB stock investments can only be resold to, or redeemed by, the issuer.

4. Loans

The recorded investment in portfolio loans consists of the following:

	September 30, 2014			December 31, 2013
	(in thousands)
Commercial	$	13,996		$	15,019
Commercial real estate:
Construction, land development, and other land		5,231			5,826
Owner occupied		47,997			49,012
Nonowner occupied		57,334			60,322
Consumer real estate:
Commercial purpose		6,223			6,886
Mortgage - Residential		11,896			12,955
Home equity and home equity lines of credit		8,821			8,991
Consumer and Other		6,462			6,273
Subtotal		157,960			165,284
Unearned income		(154	)		(169	)
Total Loans	$	157,806		$	165,115

Included in the consumer real estate loans above are residential first mortgages reported as “real estate mortgages” on the consolidated balance sheets. In addition, a portion of these consumer real estate loans include commercial purpose loans where the borrower has pledged a 1-4 family residential property as collateral. Loans also include the reclassification of demand deposit overdrafts, which amounted to $63,000 at September 30, 2014 and $114,000 at December 31, 2013, respectively.

Loans serviced for others, including commercial participations sold, are not reported as assets of the Bank and approximated $1.8 million at September 30, 2014 and $3.9 million at December 31, 2013.

5. Allowance for Loan Losses and Credit Quality of Loans

The Corporation separates its loan portfolio into segments to perform the calculation and analysis of the allowance for loan losses. The four segments analyzed are Commercial, Commercial Real Estate, Consumer Real Estate, and Consumer and Other. The Commercial segment includes loans to finance commercial and industrial businesses that are not secured by real estate. The Commercial Real Estate segment includes: i) construction real estate loans to finance construction and land development and/or loans secured by vacant land and ii) commercial real estate loans secured by non-farm, non-residential real estate which are further classified as either owner occupied or non-owner occupied based on the underlying collateral type. The Consumer Real Estate segment includes (commercial and non-commercial purpose) loans that are secured by 1 – 4 family residential real estate properties, including first mortgages on residential properties and home equity loans and lines of credit that are secured by first or second liens on residential properties. The Consumer and Other segment include all loans not included in any other segment. These are primarily loans to consumers for household, family, and other personal expenditures, such as autos, boats, and recreational vehicles.

Activity in the allowance for loan losses by portfolio segment for three months ended:

				Commercial			Consumer			Consumer
	Commercial			Real Estate			Real Estate			and Other			Total
	(in thousands)
September 30, 2014
Allowance for loan losses:
Beginning balance	$	589		$	7,393		$	1,240		$	240		$	9,462
Charge offs		-			-			(72	)		(18	)		(90	)
Recoveries		31			7			37			15			90
Provision		(176	)		(1,996	)		(297	)		(31	)		(2,500	)
Ending balance	$	444		$	5,404		$	908		$	206		$	6,962

September 30, 2013
Allowance for loan losses:
Beginning balance	$	770		$	6,803		$	1,733		$	177		$	9,483
Charge offs		-			(435	)		(20	)		(20	)		(475	)
Recoveries		60			55			24			21			160
Provision		(187	)		636			(455	)		6			-
Ending balance	$	643		$	7,059		$	1,282		$	184		$	9,168

Activity in the allowance for loan losses by portfolio segment for the nine months ended:

				Commercial			Consumer			Consumer
	Commercial			Real Estate			Real Estate			and Other			Total
	(in thousands)
September 30, 2014
Allowance for loan losses:
Beginning balance	$	633		$	7,180		$	1,215		$	186		$	9,214
Charge offs		(95	)		(42	)		(141	)		(70	)		(348	)
Recoveries		118			305			112			61			596
Provision		(212	)		(2,039	)		(278	)		29			(2,500	)
Ending balance	$	444		$	5,404		$	908		$	206		$	6,962

September 30, 2013
Allowance for loan losses:
Beginning balance	$	908		$	8,682		$	2,036		$	143		$	11,769
Charge offs		(164	)		(523	)		(83	)		(89	)		(859	)
Recoveries		114			67			243			84			508
Provision		(215	)		(1,167	)		(914	)		46			(2,250	)
Ending balance	$	643		$	7,059		$	1,282		$	184		$	9,168

The following presents the balance in allowance for loan losses and loan balances by portfolio segment based on impairment method:

			Commercial		Consumer		Consumer
	Commercial		Real Estate		Real Estate		and Other		Total
	(in thousands)
September 30, 2014
Allowance for loan losses:
Individually evaluated for impairment	$	2	$	2,141	$	6	$	-	$	2,149
Collectively evaluated for impairment		442		3,263		902		206		4,813
Total allowance for loan losses	$	444	$	5,404	$	908	$	206	$	6,962

Recorded investment in loans:
Individually evaluated for impairment	$	274	$	14,911	$	1,888	$	-	$	17,073
Collectively evaluated for impairment		13,722		95,651		25,052		6,462		140,887
Total recorded investment in loans	$	13,996	$	110,562	$	26,940	$	6,462	$	157,960

December 31, 2013
Allowance for loan losses:
Individually evaluated for impairment	$	11	$	2,298	$	135	$	-	$	2,444
Collectively evaluated for impairment		622		4,882		1,080		186		6,770
Total allowance for loan losses	$	633	$	7,180	$	1,215	$	186	$	9,214

Recorded investment in loans:
Individually evaluated for impairment	$	211	$	17,052	$	1,848	$	-	$	19,111
Collectively evaluated for impairment		14,808		98,108		26,984		6,273		146,173
Total recorded investment in loans	$	15,019	$	115,160	$	28,832	$	6,273	$	165,284

Management’s on-going monitoring of the credit quality of the portfolio relies on an extensive credit risk monitoring process that considers several factors including: current economic conditions affecting the Bank’s customers, the payment performance of individual loans and pools of homogenous loans, portfolio seasoning, changes in collateral values, and detailed reviews of specific relationships.

Our internal loan grading system assigns a risk grade to all commercial loans. This grading system is similar to those employed by banking regulators. Grades 1 through 5 are considered “pass” credits and grade 6 are considered “watch” credits and are subject to greater scrutiny. Those loans graded 7 and higher are considered substandard and are individually evaluated for impairment if reported as nonaccrual and are greater than $100,000 or part of an aggregate relationship exceeding $100,000. All commercial loans are graded at inception and reviewed, and if appropriate, re-graded at various intervals thereafter. Additionally, our commercial loan portfolio and assigned risk grades are periodically subjected to review by external loan reviewers and banking regulators. Certain of the key factors considered in assigning loan grades include: cash flows, operating performance, financial condition, collateral, industry condition, management, and the strength, liquidity and willingness of guarantors’ support.

A description of the general characteristics of each risk grade follows:

RATING 1 (Satisfactory – Minimal Risk) - Loans in this category are to persons or entities of unquestioned financial strength, a highly liquid financial position, with collateral that is liquid and well margined. These borrowers have performed without question on past obligations, and the Bank expects their performance to continue. Internally generated cash flow covers current maturities of long-term debt by a substantial margin.

RATING 2 (Satisfactory – Modest Risk) – These loans to persons or entities with strong financial condition and above-average liquidity who have previously satisfactorily handled their obligations with the Bank. Collateral securing the Bank’s debt is margined in accordance with policy guidelines. Internally-generated cash flow covers current maturities of long-term debt more than adequately.

RATING 3 (Satisfactory - Average) – These are loans with average cash flow and ratios compared to peers. Usually RMA comparisons show where companies fall in the performance spectrum. Companies have consistent performance for 3 or more years.

RATING 4 (Satisfactory – Acceptable Risk) – Loans to persons or entities with an average financial condition, adequate collateral margins, adequate cash flow to service long-term debt, and net worth comprised mainly of fixed assets are included in this category. These entities are minimally profitable now, with projections indicating continued profitability into the foreseeable future. Overall, these loans are basically sound.

RATING 5 (Satisfactory - Acceptable – Monitor) - These loans are characterized by borrowers who have marginal, but adequate cash flow, marginal profitability, but currently have been meeting the obligations of their loan structure. However, adverse changes in the borrower’s circumstances and/ or current economic conditions are more likely to impair their capacity for repayment. The borrower has in the past satisfactorily handled debts with the Bank, but may be experiencing some minor delinquency in making payments, or other signs of temporary cash flow issues. Borrower may be experiencing declining margins or other negative financial trends, despite the borrower’s continued satisfactory condition and positive cash flow. Other characteristics of borrowers in this class include inadequate credit information, weakness of financial statement, or declining but positive repayment capacity. This classification includes loans to new or established borrowers with satisfactory loan structure, but where near term economic or business issues appears to remain stable and the near term projections would limit the ability for an improvement in the financial trends of the borrower.

RATING 6 (Special Mention - OAEM) - Loans in this class have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. These potential weaknesses may result in a deterioration of the repayment of the loan and increase the credit risk. Special mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Special mention credits may include a borrower that pays the Bank on a timely basis (occasional 30 day delinquent) and may be experiencing temporary cash flow deficiencies.

RATING 7 (Substandard) – A substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans. Substandard credits may include a borrower that pays consistently past due, has significant cash flow shortages and may have a collateral shortfall that requires a specific reserve.

RATING 8 (Doubtful) - This risk rating class has all of the weaknesses inherent in the substandard rating but with the added characteristic that the weaknesses make collection in full or liquidation, on the basis of currently known existing facts, condition, and values, highly questionable and improbable. These are poor quality loans in which neither the collateral, if any, nor the financial condition of the borrower presently ensure collectability in full within a reasonable period of time; in fact, there is permanent impairment in the collateral securing the Bank’s loan. These loans are in a work-out status, must be non-accrual status and have a defined work-out strategy.

This is a transitional risk rating class while collateral value and other factors are assessed. Loans will remain in this class for the assessment period, but in no event for more than 1 year. If there is no improvement in the Bank’s position during that time, a charge-off will be taken to best reflect known asset collateral value. If the loan goes into a “Deeds in Redemption” status before 1 year, any shortfall will be recognized immediately.

The assessment of compensating factors may result in a rating plus or minus one grade from those listed above. These factors include, but are not limited to collateral, guarantors, environmental conditions, history, plan/projection reasonableness, quality of information, and payment delinquency. The internal loan grading system is applied to the residential real estate portion of our consumer loan portfolio upon certain triggering events (e.g., delinquency, bankruptcy, restructuring, etc.). However, large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans are collectively evaluated for impairment and they are not separately identified for impairment disclosures. The primary risk element for the residential real estate portion of consumer loans is the timeliness of borrowers’ scheduled payments. We rely primarily on our internal reporting system to monitor past due loans and have internal policies and procedures to pursue collection and protect our collateral interests in order to mitigate losses.

Our monitoring of credit quality is further denoted by classification of loans as nonperforming, which reflects loans where the accrual of interest has been discontinued and loans that are past due 90 days or more and still accruing interest. In addition, nonperforming loans include troubled debt restructured loans (as discussed below) that are on nonaccrual status or past due 90 days or more. Troubled debt restructured loans that are accruing interest and not past due 90 days or more are excluded from nonperforming loans.

The following summarizes the recorded investment in loans by risk grade and nonperforming loans, by class of loan:

	Not Rated		1		2		3		4		5		6		7		8		Total		Nonperforming
	(in thousands)
September 30, 2014
Commercial	$	-	$	380	$	44	$	1,771	$	5,533	$	5,894	$	90	$	284	$	-	$	13,996	$	249
Commercial Real Estate:
Construction, land development, and other land		-		-		-		-		1,201		1,781		155		620		1,474		5,231		1,917
Owner occupied		25		-		640		4,881		23,442		16,182		880		1,947		-		47,997		1,304
Nonowner occupied		-		-		351		1,130		19,336		29,045		6,103		1,369		-		57,334		1,159
Consumer real estate:
Commercial Purpose		-		-		-		57		1,218		3,043		642		1,263		-		6,223		640
Mortgage - Residential		4,683		-		-		-		-		4,431		-		2,782		-		11,896		2,611
Home equity and home equity lines of credit		7,514		-		-		-		-		1,196		-		111		-		8,821		63
Consumer and Other		6,036		-		-		-		-		292		-		134		-		6,462		77
Total	$	18,258	$	380	$	1,035	$	7,839	$	50,730	$	61,864	$	7,870	$	8,510	$	1,474	$	157,960	$	8,020

December 31, 2013
Commercial	$	114	$	479	$	17	$	2,680	$	5,057	$	5,901	$	607	$	164	$	-	$	15,019	$	12
Commercial Real Estate:
Construction, land development, and other land		-		-		-		-		1,840		1,745		165		602		1,474		5,826		1,849
Owner occupied		32		-		720		3,132		20,987		16,172		2,916		5,053		-		49,012		2,580
Nonowner occupied		-		-		393		1,340		19,057		28,865		4,735		5,932		-		60,322		3,623
Consumer real estate:
Commercial Purpose		-		-		-		221		1,712		3,399		760		794		-		6,886		663
Mortgage - Residential		5,490		-		-		-		-		4,349		-		3,116		-		12,955		1,853
Home equity and home equity lines of credit		4,164		3,502		-		-		-		770		-		555		-		8,991		363
Consumer and Other		5,839		-		-		-		-		307		-		127		-		6,273		124
Total	$	15,639	$	3,981	$	1,130	$	7,373	$	48,653	$	61,508	$	9,183	$	16,343	$	1,474	$	165,284	$	11,067

Loans are considered past due when contractually required principal or interest has not been received. The amount classified as past due is the entire principal balance outstanding of the loan, not just the amount of payments that are past due.

An aging analysis of the recorded investment in past due loans, segregated by class of loans follows:

													90+ Days
	Loans Past Due												Past Due
	30-59 Days		60-89 Days		90+ Days		Total		Current		Total		and Accruing
	(in thousands)
September 30, 2014
Commercial	$	-	$	-	$	-	$	-	$	13,996	$	13,996	$	-
Commercial real estate:
Construction, land development, and other land		1,582		-		-		1,582		3,649		5,231		-
Owner occupied		-		19		54		73		47,924		47,997		-
Nonowner occupied		-		-		71		71		57,263		57,334		-
Consumer real estate:
Commercial purpose		-		144		83		227		5,996		6,223		-
Mortgage - Residential		-		627		70		697		11,199		11,896		-
Home equity and home equity lines of credit		-		-		-		-		8,821		8,821		-
Consumer and Other		47		1		-		48		6,414		6,462		-
Total	$	1,629	$	791	$	278	$	2,698	$	155,262	$	157,960	$	-

December 31, 2013
Commercial	$	-	$	-	$	-	$	-	$	15,019	$	15,019	$	-
Commercial real estate:
Construction, land development, and other land		-		-		68		68		5,758		5,826		-
Owner occupied		153		155		843		1,151		47,861		49,012		-
Nonowner occupied		627		312		241		1,180		59,142		60,322		-
Consumer real estate:
Commercial purpose		103		-		123		226		6,660		6,886		-
Mortgage - Residential		77		851		104		1,032		11,923		12,955		-
Home equity and home equity lines of credit		75		37		-		112		8,879		8,991		-
Consumer and Other		55		9		-		64		6,209		6,273		-
Total	$	1,090	$	1,364	$	1,379	$	3,833	$	161,451	$	165,284	$	-

Loans are placed on nonaccrual when, in the opinion of management, the collection of additional interest is doubtful. Loans are generally placed on nonaccrual upon becoming ninety days past due. However, loans may be placed on nonaccrual regardless of whether or not they are past due. All cash received on nonaccrual loans is applied to the principal balance. Loans are considered for return to accrual status on an individual basis when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The following summarizes the recorded investment in nonaccrual loans, by class of loan:

	September 30, 2014		December 31, 2013
	(in thousands)
Commercial	$	249	$	12
Commercial real estate:
Construction, land development, and other land		1,917		1,849
Owner occupied		1,304		2,580
Nonowner occupied		1,159		3,623
Consumer real estate:
Commercial purpose		640		663
Mortgage - Residential		2,611		1,853
Home equity and home equity lines of credit		63		363
Consumer and Other		77		124
Total	$	8,020	$	11,067

The following summarizes impaired loans and related valuation allowance allocations by class of loan:

	September 30, 2014						December 31, 2013
	Recorded Investment		Unpaid Principal Balance		Valuation Allowance		Recorded Investment		Unpaid Principal Balance		Valuation Allowance
	(in thousands)
With an allowance recorded:
Commercial	$	33	$	34	$	2	$	198	$	224	$	11
Commercial real estate:
Construction, land development, and other land		2,189		4,421		1,656		2,368		4,664		1,649
Owner occupied		2,551		2,998		345		3,467		3,799		297
Nonowner occupied		1,480		1,489		140		5,107		5,470		352
Consumer real estate:
Commercial purpose		95		101		6		1,185		1,316		135
Mortgage - Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		6,348		9,043		2,149		12,325		15,473		2,444

With no related allowance recorded:
Commercial		241		244		-		13		14		-
Commercial real estate:
Construction, land development, and other land		443		571		-		306		416		-
Owner occupied		2,154		3,175		-		2,556		3,517		-
Nonowner occupied		6,094		6,730		-		3,248		3,871		-
Consumer real estate:
Commercial purpose		1,793		2,182		-		663		1,261		-
Mortgage - Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		10,725		12,902		-		6,786		9,079		-

Total:
Commercial		274		278		2		211		238		11
Commercial real estate:
Construction, land development, and other land		2,632		4,992		1,656		2,674		5,080		1,649
Owner occupied		4,705		6,173		345		6,023		7,316		297
Nonowner occupied		7,574		8,219		140		8,355		9,341		352
Consumer real estate:
Commercial purpose		1,888		2,283		6		1,848		2,577		135
Mortgage - Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total Impaired Loans	$	17,073	$	21,945	$	2,149	$	19,111	$	24,552	$	2,444

The following summarizes the recorded investment in impaired loans for the three and nine months ended:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
	(in thousands)
Average of impaired loans during the period
Commercial	$	284	$	204	$	294	$	217
Commercial real estate:
Construction, land development, and other land		2,727		2,973		2,703		2,974
Owner occupied		4,754		7,386		4,945		7,413
Nonowner occupied		7,475		10,014		7,648		9,964
Consumer real estate:
Commercial purpose		2,009		1,968		1,989		2,030
Mortgage-Residential		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-
Consumer and Other		-		-		-		-
Total	$	17,249	$	22,545	$	17,579	$	22,598

Interest income recognized during impairment
Commercial	$	-	$	3	$	2	$	12
Commercial real estate:
Construction, land development, and other land		11		18		33		50
Owner occupied		44		99		141		256
Nonowner occupied		72		109		198		253
Consumer real estate:
Commercial purpose		15		15		39		64
Mortgage-Residential		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-
Consumer and Other		-		-		-		-
Total	$	142	$	244	$	413	$	635

For loans where impairment is measured based on the present value of expected future cash flows, subsequent changes in present value and related allowance adjustments resulting from the passage of time are accounted within the provision for loan losses rather than interest income.

Troubled Debt Restructurings

The Corporation may agree to modify the terms of a loan to improve its ability to collect amounts due. The modified terms are intended to enable customers to mitigate the risk of foreclosure by creating a payment structure that provides for continued loan payment requirements based on their current cash flow ability. Modifications, including renewals, where concessions are made by the Bank and result from the debtor’s financial difficulties are considered troubled debt restructurings (TDRs).

Loan modifications are considered TDRs when the modification includes terms outside of normal lending practices (i.e., concessions) to a borrower who is experiencing financial difficulties.

Typical concessions granted include, but are not limited to:

Agreeing to interest rates below prevailing market rates for debt with similar risk characteristics

Extending the amortization period beyond typical lending guidelines for debt with similar risk characteristics

Forbearance of principal

Forbearance of accrued interest

To determine if a borrower is experiencing financial difficulties, the Corporation considers if:

The borrower is currently in default on any other of their debt

It is likely that the borrower would default on any of their debt if the concession was not granted

The borrower’s cash flow was sufficient to service all of their debt if the concession was not granted

The borrower has declared, or is in the process of declaring bankruptcy

The borrower is a going concern (if the entity is a business)

The following summarizes troubled debt restructurings:

	September 30, 2014						December 31, 2013
	Outstanding Recorded Investment						Outstanding Recorded Investment
	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total
	(in thousands)
Commercial	$	-	$	111	$	111	$	199	$	13	$	212
Commercial real estate:
Construction, land development, and other land		772		1,672		2,444		826		1,662		2,488
Owner occupied		3,605		761		4,366		3,442		2,202		5,644
Nonowner occupied		6,414		580		6,994		4,732		2,281		7,013
Consumer real estate:
Commercial purpose		1,248		383		1,631		1,185		502		1,687
Mortgage - Residential		817		1,026		1,843		940		823		1,763
Home equity and home equity lines of credit		55		9		64		58		250		308
Consumer and Other		5		68		73		6		61		67
Total	$	12,916	$	4,610	$	17,526	$	11,388	$	7,794	$	19,182

Troubled debt restructured loans may qualify for return to accrual status if the borrower complies with the revised terms and conditions and has demonstrated sustained payment performance consistent with the modified terms for a minimum of six consecutive payment cycles after the restructuring date. In addition, the collection of future payments must be reasonably assured.

The following summarizes the existing loans that were restructured, resulting in the loan being classified as a troubled debt restructuring:

	Loans Restructured in the Three Months						Loans Restructured in the Nine Months
	Ended September 30, 2014						Ended September 30, 2014
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
	Number		Recorded		Recorded		Number		Recorded		Recorded
	of Loans		Investment		Investment		of Loans		Investment		Investment
	(dollars in thousands)
Commercial		-	$	-	$	-		-	$	-	$	-
Commercial real estate:
Construction, land development, and other land		-		-		-		1		43		43
Owner occupied		1		153		153		3		237		237
Nonowner occupied		1		288		288		2		500		500
Consumer real estate:
Commercial purpose		1		133		133		2		170		170
Mortgage - Residential		1		62		62		1		62		62
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		1		25		25
Total		4	$	636	$	636		10	$	1,037	$	1,037

During the nine months ended September 30, 2014, the Corporation had one TDR loan with a recorded investment of $33,000 that defaulted within 12 months of restructuring. No TDR loans defaulted during the three months ended September 30, 2014. A loan is considered to be in payment default generally once it is 90 days contractually past due under the modified terms.

	Loans Restructured in the Three Months						Loans Restructured in the Nine Months
	Ended September 30, 2013						Ended September 30, 2013
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
	Number		Recorded		Recorded		Number		Recorded		Recorded
	of Loans		Investment		Investment		of Loans		Investment		Investment
	(dollars in thousands)
Commercial		1	$	46	$	46		1	$	46	$	46
Commercial real estate:
Construction, land development and other land		-		-		-		-		-		-
Owner occupied		-		-		-		1		390		390
Nonowner occupied		-		-		-		2		1,470		1,470
Consumer real estate:
Commercial purpose		-		-		-		1		114		114
Mortage-Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Conumer and Other		-		-		-		-		-		-
Total		1	$	46	$	46		5	$	2,020	$	2,020

During the three months ended September 30, 2013, the Corporation had one TDR loan with a recorded investment of $75,000 that defaulted within 12 months of restructuring. During the nine months ended September 30, 2013, two TDR loans with an aggregate recorded investment of $515,000 defaulted within 12 months of restructuring. A loan is considered to be in payment default generally once it is 90 days contractually past due under the modified terms.

The following summarizes the nature of concessions granted by the Corporation to borrowers experiencing financial difficulties which resulted in troubled debt restructurings:

									Non-Market Interest Rate
					Extension of				and Extension of
	Non-Market Interest Rate				Amortization Period				Amortization Period
			Pre-Modification				Pre-Modification				Pre-Modification
	Number		Recorded		Number		Recorded		Number		Recorded
	of Loans		Investment		of Loans		Investment		of Loans		Investment
	(dollars in thousands)
Three months ended September 30, 2014
Commercial		-	$	-		-	$	-		-	$	-
Commercial real estate:
Construction, land development, and other land		-		-		-		-		-		-
Owner occupied		-		-		1		153		-		-
Nonowner occupied		-		-		1		288		-		-
Consumer real estate:
Commercial purpose		-		-		1		133		-		-
Mortgage-Residential		1		62		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		1	$	62		3	$	574		-	$	-

Nine months ended September 30, 2014
Commercial		-	$	-		-	$	-		-	$	-
Commercial real estate:
Construction, land development, and other land		-		-		1		43		-		-
Owner occupied		-		-		3		237		-		-
Nonowner occupied		-		-		2		500		-		-
Consumer real estate:
Commercial purpose		-		-		2		170		-		-
Mortgage-Residential		1		62		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		1		25		-		-
Total		1	$	62		9	$	975		-	$	-

During the three and nine months ended September 30, 2014, there was one non-market interest rate restructuring of a substandard performing loan that was renewed at its existing contractual rate or a non-market rate. Renewals of substandard performing loans at non-market interest rates are considered troubled debt restructurings.

									Non-Market Interest Rate
					Extension of				and Extension of
	Non-Market Interest Rate				Amortization Period				Amortization Period
			Pre-Modification				Pre-Modification				Pre-Modification
	Number		Recorded		Number		Recorded		Number		Recorded
	of Loans		Investment		of Loans		Investment		of Loans		Investment
	(dollars in thousands)
Three months ended September 30, 2013
Commercial		-	$	-		1	$	46		-	$	-
Commercial real estate:
Construction, land development, and other land		-		-		-		-		-		-
Owner occupied		-		-		-		-		-		-
Nonowner occupied		-		-		-		-		-		-
Consumer real estate:
Commercial purpose		-		-		-		-		-		-
Mortgage-Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		-	$	-		1	$	46		-	$	-

Nine months ended September 30, 2013
Commercial		-	$	-		1	$	46		-	$	-
Commercial real estate:
Construction, land development, and other land		-		-		-		-		-		-
Owner occupied		-		-		-		-		1		390
Nonowner occupied		-		-		2		1,470		-		-
Consumer real estate:
Commercial purpose		-		-		1		114		-		-
Mortgage-Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		-	$	-		4	$	1,630		1	$	390

During the three and nine months ended September 30, 2013, there were no non-market interest rate restructurings of substandard performing loans that were renewed at their existing contractual rates or non-market rates. Renewals of substandard performing loans at non-market interest rates are considered trouble debt restructurings.

6. Fair Value Measurements

ASC Topic 820 defines fair value and establishes a consistent framework for measuring fair value and expands disclosure requirements for fair value measurements. Fair values represent the estimated price that would be received from selling an asset or paid to transfer a liability, otherwise known as an “exit price”. The three levels of inputs that may be used to measure fair value are as follows:

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 in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data by correlation or other means.

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 following is a description of the Corporation’s valuation methodologies used to measure and disclose the fair values of its financial assets and liabilities on a recurring basis:

Securities available for sale. Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based on quoted prices, if available (Level 1). If quoted prices are not available, fair values are measured using independent pricing models such as matrix pricing models (Level 2). Matrix pricing is a mathematical technique widely used in the financial industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. Level 2 securities include U.S. government and agency securities, other U.S. government and agency mortgage-backed securities, municipal bonds and preferred stock securities. Level 3 securities include private collateralized mortgage obligations. The fair value measurement of our only Level 3 security, a non-investment grade CMO, and details regarding significant inputs and assumptions used in estimating its fair value, is detailed in Note 3, Securities.

Fair value of assets measured on a recurring basis:

			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
September 30, 2014
Mortgage-backed/ CMO	$	112,155	$	-	$	110,868	$	1,287
U.S. Agency		23,093		-		23,093		-
Obligations of state and political subdivisions		1,609		-		1,609		-
Preferred stock		817		-		817		-
Total investment securities available for sale	$	137,674	$	-	$	136,387	$	1,287

December 31, 2013
Mortgage-backed/CMO	$	65,169	$	-	$	63,715	$	1,454
Obligations of state and political subdivisions		1,794		-		1,794		-
Preferred stock		717		-		717		-
Total investment securities available for sale	$	67,680	$	-	$	66,226	$	1,454

The reconciliation of the beginning and ending balances of the asset classified by the Corporation within Level 3 of the valuation hierarchy for the nine months ended September 30, 2014 is as follows:

	Fair Value Measurement
	Using Significant
	Unobservable Inputs
	(Level 3)
Fair value of non-agency mortgage-backed security, beginning of year⁽¹⁾	$	1,454
Total gains (losses) realized/unrealized:
Included in earnings⁽²⁾		-
Included in other comprehensive income⁽²⁾		83
Purchases, issuances, and other settlements		(250	)
Transfers into Level 3		-
Fair value of non-agency mortgage-backed security, September 30, 2014	$	1,287

Total amount of losses for the year included in earnings attributable to the
change in unrealized in unrealized losses relating to assets still held at September 30, 2014	$	-

⁽¹⁾

Non-agency CMO classified as available for sale is valued using internal valuation models and pricing information from third parties.

⁽²⁾

Realized gains (losses), including unrealized losses deemed other-than-temporary, are reported in noninterest income. Unrealized gains (losses) are reported in accumulated other comprehensive income (loss).

The following is a description of the Corporation’s valuation methodologies used to measure and disclose the fair values of its financial assets and liabilities on a non-recurring basis:

Loans. The Corporation does not record loans at fair value on a recurring basis. However, from time to time, the Corporation records nonrecurring fair value adjustments to collateral dependent loans to reflect partial write-downs or specific reserves that are based on the observable market price or current appraised value of the collateral. These loans are reported in the nonrecurring table below at initial recognition of impairment and on an ongoing basis until recovery or charge off. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the impaired loan as nonrecurring Level 2. When a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the impaired loan as nonrecurring Level 3.

Other real estate owned. Real estate acquired through foreclosure or deed-in-lieu is adjusted to fair value less costs to sell upon transfer of the loan to other real estate owned, usually based on an appraisal of the property. Subsequently, other real estate owned is carried at the lower of carrying value or fair value, less cost to sell. A valuation based on a current appraisal or by a broker’s opinion is considered a Level 2 fair value. If management determines the fair value of the property is further impaired below the appraised value and there is no observable market price, the Corporation records the property as nonrecurring Level 3.

Fair value of assets on a non-recurring basis:

			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
September 30, 2014
Impaired loans ⁽¹⁾	$	14,924	$	-	$	-	$	14,924
Other real estate owned	$	1,072	$	-	$	-	$	1,072

December 31, 2013
Impaired loans ⁽¹⁾	$	16,667	$	-	$	-	$	16,667
Other real estate owned	$	480	$	-	$	-	$	480

⁽¹⁾

Represents carrying value and related write-downs and specific reserves pertaining to collateral dependent loans for which adjustments are based on the appraised value of the collateral or by other unobservable inputs.

7. Fair Value of Financial Instruments

Fair value disclosures require fair-value information about financial instruments for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair-value estimates cannot be substantiated by comparison to independent markets and, in many cases, cannot be realized in immediate settlement of the instrument.

Fair-value methods and assumptions for the Corporation’s financial instruments are as follows:

Cash and cash equivalents – The carrying amounts reported in the consolidated balance sheet for cash and short term investments reasonably approximate those assets’ fair values.

Investment securities – Fair values for investment securities are determined as discussed above.

FHLBI and FRB stock – The carrying amounts reported in the consolidated balance sheet for FHLBI and FRB stock reasonably approximate those assets’ fair values.

Loans – For variable-rate loans that reprice frequently, fair values are generally based on carrying values, adjusted for credit risk. The fair value of fixed-rate loans is estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Accrued interest income – The carrying amount of accrued interest income is a reasonable estimate of fair value.

Deposit liabilities – The fair value of deposits with no stated maturity, such as demand deposit, NOW, savings, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is estimated using rates currently offered for wholesale funds with similar remaining maturities.

Other borrowings – The carrying amount of other borrowings is a reasonable estimate of fair value.

Accrued interest payable – The carrying amount of accrued interest payable is a reasonable estimate of fair value.

Off-balance-sheet instruments – The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of commitments to extend credit, including letters of credit, is estimated to approximate their aggregate book balance and is not considered material and therefore not included in the following table.

		September 30, 2014				December 31, 2013
	Level in Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
		(in thousands)
Financial assets:
Cash and due from banks	Level 1	$	22,239	$	22,239	$	77,827	$	77,827
Short term investments	Level 2		198		198		198		198
Investment and mortgage-backed securities	Level 2		136,387		136,387		66,226		66,226
Non-agency mortgage-backed security	Level 3		1,287		1,287		1,454		1,454
FHLBI and FRB stock	Level 2		1,241		1,241		779		779
Loans, net	Level 3		150,844		152,077		155,901		156,793
Accrued interest income	Level 2		742		742		573		573

Financial liabilities:
Deposits	Level 2		290,253		284,126		285,313		280,549
Other borrowings	Level 2		-		-		16		16
Accrued interest expense	Level 2		66		66		83		83

Limitations

Fair-value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair-value estimates are based on judgments regarding future loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

8. Shareholders’ Equity

On December 11, 2013, the Corporation closed a private placement offering to accredited investors and issued 17,510 shares of its Mandatorily Convertible Non-Cumulative Junior Participating Preferred Stock, Series B (the “Series B Preferred Shares”). The transaction generated gross proceeds to the Corporation of approximately $17.5 million and provided additional equity of approximately $16.5 million after related offering costs. At that time, shares of preferred stock were offered in the private placement instead of common stock because the Corporation did not have a sufficient number of authorized common shares to raise the desired amount of capital needed from the private placement.

At the Corporation’s annual shareholder meeting held on May 22, 2014, shareholders voted to amend the Corporation’s Restated Articles of Incorporation to increase the amount of authorized shares of common stock from 11 million to 40 million shares. The increase in authorized common shares triggered the mandatory conversion of the Series B Preferred Shares to common stock, pursuant to the Certificate of Designation of the Series B Shares, filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed on December 6, 2013. As a result, effective May 22, 2014, the 17,510 issued and outstanding shares of Series B Preferred Shares were converted into 25,014,256 shares of common stock at a rate of $0.70 per share of common stock.

Prior to the conversion into common stock, the terms of the Series B Preferred Shares were substantially identical to the terms applicable to the outstanding common stock with respect to dividends, distributions, voting, and all other matters. Accordingly, for matters submitted to a vote of the Corporation's common stockholders at the aforementioned annual shareholder meeting, including the proposal to authorize additional shares of common stock, the Series B Preferred Shares voted with the common stock, as a single class, as if the Series B Preferred Shares were already converted into common stock.

Given the parity of the rights and limitations and the lack of preferences of the Series B Preferred Shares relative to the Corporation's common stock, the Series B Preferred Shares were, for all purposes, considered a common stock equivalent while they were outstanding.

Because the sale of the Series B Preferred Shares was not registered under federal securities laws pursuant to an exemption from such registration requirements, the related shares of common stock issued upon conversion of the Series B Preferred Shares are also not registered under federal securities laws.

On March 27, 2014, the Corporation completed the issuance and sale of new shares of common stock to shareholders of record on January 8, 2014 pursuant to a rights offering that was registered with the SEC. The Corporation conducted the rights offering in an effort to provide an opportunity for its historical shareholder base to make an additional investment in the Corporation at the same terms as were offered in the Corporation’s December 2013 private placement offering. To this end, investors in the private placement agreed, as a condition to their participation in the private placement, not to exercise any right to purchase shares in the rights offering, such that the shares of common stock offered in the rights offering would be available for purchase by shareholders who did not participate in the private placement. Each shareholder of record was granted the right to purchase up to six shares of common stock for every one share of common stock held as of the record date, at a price of $0.70 per share. The Corporation issued a total of approximately 2.3 million common shares in the rights offering. The rights offering generated gross proceeds of approximately $1.6 million and provided additional equity to the Corporation of approximately $1.5 million, after offering costs.

On March 28, 2014, the Corporation contributed $550,000 of the net proceeds from the rights offering to the capital of the Bank. The additional capital contribution enabled the Bank to maintain the minimum regulatory capital ratios imposed by the Consent Order at March 31, 2014. The remaining net proceeds from the rights offering that were not contributed to the Bank were retained at the holding company to use for holding company operating expenses and/or potential future contribution to the Bank.

9. Net Income per Common Share

Basic earnings per common share is based on the weighted average number of common shares and participating securities outstanding during the period. Diluted earnings per share is the same as basic earnings per share because any additional potential common shares issuable are included in the basic earnings per share calculation. On January 1, 2009, the Corporation adopted new guidance impacting ASC Topic 260, Earnings Per Share, related to determining whether instruments granted in a share-based payment transaction are participating securities. This guidance requires that unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (referred to as “participating securities”), be included in the number of shares outstanding for both basic and diluted earnings per share calculations. There were no participating securities at September 30, 2014 and 2013.

For purposes of determining basic and diluted net income per share for the three and nine months ended September 30, 2014, the Corporation’s 17,510 shares of Series B Preferred Shares issued on December 11, 2013 are considered a common stock equivalent and are converted to common shares at a rate reflecting a price per share of common stock of $0.70. The Series B Preferred Shares were outstanding through May 22, 2014, until mandatorily converted to common stock pursuant to a shareholder vote authorizing additional common shares (Note 8).

The following presents basic and diluted net income per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
	(dollars in thousands, except per share amounts)
Weighted average basic and diluted shares outstanding		27,770,143		457,435		27,045,561		457,435

Net income available to shareholders	$	2,538	$	237	$	2,693	$	2,942
Basic and diluted net income per share	$	0.09	$	0.52	$	0.10	$	6.43

10. Income Taxes

For the three months ended September 30, 2014, no income tax expense was recognized on the Corporation’s pre-tax income due to the Corporation’s tax loss carryforward position. During the first quarter of 2014, the Corporation recognized current income tax expense of $5,000 based on its alternative minimum taxable income. For the nine months ended September 30, 2013, the Corporation recorded federal income tax expense to adjust its net deferred tax valuation allowance for the impact of changes in the unrealized net loss in the available for sale investment portfolio.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Corporation, a Michigan business corporation, is a one bank holding company which owns all of the outstanding capital stock of First National Bank in Howell (the Bank) and all of the outstanding stock of HB Realty Co., Inc. The following is a discussion of the Corporation’s regulatory condition and results of operations, for the three and nine month periods ended September 30, 2014 and 2013, and the Corporation’s financial condition, focusing on its liquidity and capital resources.

The level of regulatory enforcement action taken against the Bank by the Office of the Comptroller of the Currency (OCC) escalated from a formal agreement entered in October 2008 to the issuance of a Consent Order in September 2009, which was subsequently revised and reissued as a new Consent Order in October 2013 (the “Consent Order”). Pursuant to the new Consent Order, the Bank continues to be required to maintain total capital equal to 11% of risk weighted assets and Tier 1 capital equal to at least 8.5% of adjusted total assets. Since December 31, 2013, the Bank has satisfied these required minimum ratios due to receipt of capital infusions from the Corporation of $15.4 million in December 2013 and $550,000 in March 2014, using proceeds from the Corporation’s completion of a private placement transaction in December 2013 and a rights offering completed in March 2014.

However, despite exceeding minimum regulatory capital ratios for a well-capitalized institution at September 30, 2014, the Bank is presently categorized as “adequately capitalized” for purposes of the OCC’s Prompt Corrective (“PCA”) enforcement powers because the Bank remains subject to the new Consent Order. As a result of this classification, for purposes of PCA, the Bank is subject to a number of additional restrictions. These include, among other things, (1) restrictions on the payment of dividends, capital distributions and management fees, (2) the requirement that the Bank obtain prior written approval of the OCC before paying any bonus or increase in the compensation of any senior executive officer of the Bank, (3) prohibitions on the acceptance of employee benefit plan deposits, (4) restrictions on interest rates paid on deposits, and (5) restrictions on the acceptance, renewal, or roll-over of brokered deposits. The Bank's capital category is determined solely for purposes of applying PCA; the capital category may not constitute an accurate representation of the Bank's overall financial condition or prospects.

The Consent Order imposes many other requirements on the Bank in addition to the minimum capital ratios. The Bank must comply with these requirements in order to avoid further regulatory enforcement action. As long as the Bank is subject to the Consent Order, the financial performance of the Corporation will be adversely impacted by elevated FDIC insurance premiums paid by the Bank and ongoing costs incurred to correct deficiencies underlying the requirements of the Consent Order.

The Corporation also remains challenged to a great extent by the economic conditions in Livingston County and the surrounding area. In particular, Michigan’s current unemployment rate of approximately 7.2%, although improved from highs near 14% during 2009, remains among the worst for all states. Unlike larger banks that are more geographically diversified, we provide banking services to customers primarily in Livingston County. Our loan portfolio, the ability of the borrowers to repay these loans, and the value of the collateral securing these loans is impacted by local economic conditions. The dramatic declines in the housing market in recent years, with falling home prices and elevated levels of foreclosures and unemployment, resulted in and may continue to cause significant write-downs of asset values by us and other financial institutions if borrowers continue to struggle. The continued economic difficulties in Michigan have had and may continue to have many adverse consequences as described below in “Loans”.

Although improved from 28% at June 30, 2014, our ratio of nonperforming assets to capital plus allowance for loan losses continues to be elevated and approximated 24% at September 30, 2014. As described elsewhere in this Form 10-Q, we have established our allowance for loan losses at a level we currently believe, based on the data available to us, is sufficient to absorb expected losses in our loan portfolio. However, this process involves a very significant degree of judgment, is based on numerous different assumptions that are difficult to make and, by its nature, is inherently uncertain. Moreover, the performance of our existing loan portfolio is, in many respects, dependent on external factors such as our borrowers' ability to repay their loan obligations and the value of collateral securing those obligations, which in turn depend on macro and micro economic conditions including the pace of economic recovery in southeast Michigan. If our loan portfolio performs worse than we currently expect, we may not have sufficient capital to absorb all of the losses and still maintain the minimum capital levels required under the Consent Order.

As fully described in Note 2, “Regulatory Matters and Recovery Initiatives”, of the consolidated financial statements included in the 2013 Annual Report within the Corporation’s Form 10-K filing, management has undertaken various initiatives to address the current challenges facing the Bank. The successful implementation of the various actions being undertaken by management will be difficult in the current economic environment. Even if such actions are successfully implemented, such strategy or results may not be sufficient to sustain the Bank's capital levels at satisfactory levels, return the Bank to profitability, or otherwise avoid further regulatory enforcement action.

In response to these regulatory actions, difficult market conditions and significant losses incurred from 2007 through 2011, we have taken steps or initiated action plans to restore and maintain our capital levels, improve our operations and return to profitability, with the primary objective of fully satisfying all requirements of the Consent Order in as timely a manner as possible.

There can be no assurance that management’s efforts will improve the Bank’s financial condition. Further deterioration of the Bank’s capital position is possible. The current economic environment in southeast Michigan and local real estate market conditions will continue to impose challenges on the Bank.

It is against this backdrop that we discuss our financial condition and results of operations for the three and nine months ended September 30, 2014 compared to the same periods in 2013.

Earnings	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
	(dollars in thousands, except per share amounts)
Net income	$	2,538	$	237	$	2,693	$	2,942
Basic and diluted net income per share	$	0.09	$	0.52	$	0.10	$	6.43

Net income for the three months ended September 30, 2014 increased $2.3 million compared to the same period last year. In the third quarter of 2014 the Bank recorded negative provision for loan losses of $2.5 million compared to no provision expense in the same period last year. Net interest income increased by $32,000 from the third quarter of 2013 to the third quarter of 2014. This favorable variance was offset by a decrease in noninterest income of $102,000 and an increase in noninterest expense of $129,000.

Net income for the nine months ended September 30, 2014 decreased by $249,000 compared to the same period last year. Negative provision expense recognized during the nine month periods ended September 30, 2014 and 2013 totaled $2.5 million and $2.3 million, respectively. This favorable variance was offset by a $44,000 decrease in net interest income, a $284,000 decrease in noninterest income and a $270,000 increase in noninterest expense.

Net Interest Income	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
	(dollars in thousands)
Interest and dividend income	$	2,589	$	2,621	$	7,752	$	7,941
Interest expense		168		232		553		698
Net Interest Income	$	2,421	$	2,389	$	7,199	$	7,243

Interest Yields and Costs

The following shows the daily average balances for major categories of interest earning assets and interest bearing liabilities, interest earned (on a taxable equivalent basis) or paid, and the effective rate or yield as follows:

	Three months ended September 30,
	2014								2013
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
	(in thousands)
Assets:
Interest earning assets:
Short term investments	$	198		$	0.1		0.23	%	$	197		$	0.1		0.23	%
Securities: Taxable		130,792			513.5		1.57	%		75,587			264.6		1.40	%
Tax-exempt⁽¹⁾		832			12.5		6.00	%		1,033			15.4		5.98	%
Commercial loans ⁽²⁾⁽³⁾		132,495			1,801.5		5.38	%		140,655			2,040.9		5.68	%
Consumer loans ⁽²⁾⁽³⁾		16,149			178.0		4.42	%		15,648			186.1		4.72	%
Mortgage loans ⁽²⁾⁽³⁾		11,070			91.2		3.30	%		12,634			122.6		3.88	%
Total earning assets and total interest income		291,536		$	2,596.8		3.53	%		245,754		$	2,629.7		4.21	%
Cash and due from banks		29,679								60,778
All other assets		10,721								9,391
Allowance for loan losses		(9,465	)							(9,501	)
Total assets	$	322,471							$	306,422
Liabilities and Shareholders' Equity:
Interest bearing deposits:
NOW	$	31,133		$	2.2		0.03	%	$	31,164		$	1.8		0.02	%
Savings		47,755			2.4		0.02	%		42,897			2.2		0.02	%
MMDA		41,783			24.6		0.24	%		42,143			44.3		0.42	%
Time deposits		72,624			139.3		0.77	%		80,685			184.1		0.91	%
Total interest bearing liabilities and total interest expense		193,295			168.5		0.35	%		196,889			232.4		0.47	%
Noninterest bearing deposits		99,175								97,981
All other liabilities		1,357								2,497
Shareholders' equity		28,644								9,055
Total liabilities and shareholders' equity	$	322,471							$	306,422
Interest spread							3.18	%							3.74	%
Net interest income-FTE				$	2,428.3							$	2,397.3
Net interest margin							3.30	%							3.83	%

⁽¹⁾

Average yields in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate and exclude the effect of any unrealized market value adjustments included in other comprehensive income recorded under ASC Topic 320, Investments – Debt and Equity Securities.

⁽²⁾

For purposes of the computation above, average non-accruing loans of $8.2 million and $11.0 million for the three months ended September 30, 2014 and 2013 are included in the average daily balance.

⁽³⁾

Interest on loans includes origination fees totaling $29,000 and $44,000 for the three months ended September 30, 2014 and 2013.

	Nine months ended September 30,
	2014								2013
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
	(in thousands)
Assets:
Interest earning assets:
Short term investments	$	198		$	0.3		0.23	%	$	197		$	0.3		0.23	%
Securities: Taxable		111,764			1,345.0		1.60	%		80,236			796.5		1.32	%
Tax-exempt⁽¹⁾		962			43.2		6.00	%		1,033			46.3		5.98	%
Commercial loans ⁽²⁾⁽³⁾		134,201			5,594.0		5.50	%		144,004			6,247.8		5.72	%
Consumer loans ⁽²⁾⁽³⁾		16,040			537.1		4.48	%		15,034			537.5		4.78	%
Mortgage loans ⁽²⁾⁽³⁾		11,499			287.5		3.33	%		12,945			343.2		3.54	%
Total earning assets and total interest income		274,664		$	7,807.1		3.76	%		253,449		$	7,971.6		4.16	%
Cash and due from banks		40,251								44,349
All other assets		10,194								11,329
Allowance for loan losses		(9,390	)							(10,272	)
Total assets	$	315,719							$	298,855
Liabilities and Shareholders' Equity:
Interest bearing deposits:
NOW	$	30,857		$	6.2		0.03	%	$	30,889		$	5.1		0.02	%
Savings		46,573			7.1		0.02	%		42,432			6.5		0.02	%
MMDA		41,123			87.5		0.28	%		40,607			128.6		0.42	%
Time deposits		75,284			452.3		0.80	%		81,229			558.2		0.92	%
Total interest bearing liabilities and total interest expense		193,837			553.1		0.38	%		195,157			698.4		0.48	%
Noninterest bearing deposits		92,687								92,350
All other liabilities		1,595								2,353
Shareholders' equity		27,600								8,995
Total liabilities and shareholders' equity	$	315,719							$	298,855
Interest spread							3.38	%							3.68	%
Net interest income-FTE				$	7,254.0							$	7,273.2
Net interest margin							3.49	%							3.79	%

⁽¹⁾

⁽²⁾

For purposes of the computation above, average non-accruing loans of $9.7 million and $11.0 million for the nine months ended September 30, 2014 and 2013 are included in the average daily balance.

⁽³⁾

Interest on loans includes origination fees totaling $81,000 and $102,000 for the nine months ended September 30, 2014 and 2013.

Interest Earning Asset/Interest Income

On a tax equivalent basis, interest income decreased $33,000 (1.3%) in the third quarter of 2014 compared to the third quarter of 2013. The decrease was due to lower yields on average earning assets of 68 basis points partially offset by an increase in average earning assets of $45.8 million (18.6%).

The average balance of securities increased $55.0 million (71.8%) in the third quarter of 2014 compared to the same period in 2013. The increase was due to the investment security purchases made during the first, second, and third quarters of 2014, as explained below. The yield on average security balances increased 14 basis points in the third quarter of 2014 compared to the third quarter of 2013 due to higher yields on new securities purchased in 2014.

Loan average balances decreased $9.2 million (5.5%) in the third quarter of 2014 compared to the same period last year and average loan yield decreased 31 basis points. The largest decline in terms of average balances was commercial loans, the majority of our portfolio, which decreased $8.2 million (5.8%) in the third quarter of 2014 compared to the third quarter of 2013. Commercial loan yield decreased 30 basis points compared to the same prior year period primarily due to the timing and amount of interest income recognized on payoffs of existing and former nonaccrual loans. Commercial loans have continued to decrease due to receipt of scheduled payments, payoffs received from borrowers, payoffs from borrowers’ refinancing with other financial institutions and limited new loan originations. The renewal of maturing loans and origination of new loans in the current lower rate environment will continue to exert downward pressure on our average loan portfolio yields.

For the first nine months of the year, on a tax equivalent basis, interest income decreased $165,000 (2.1%) compared to the same period of 2013. The decrease was due to a decrease in the yield on average earning assets of 40 basis points partially offset by an increase in average earning assets of $21.2 million (8.4%). In general, the decreased yield on average earning assets and increased balance of average earning assets experienced in 2014 resulted from our efforts to increase interest income via the purchase of relatively low yielding investment securities using excess non-interest earning cash balances (otherwise available to fund new loans), in light of the challenging lending environment and sluggish loan originations.

The average balance of securities increased $31.5 million (38.7%) for the first nine months of 2014 compared to the same period in 2013. The increase was due to $86.9 million of investment security purchases made in 2014 funded by excess on-balance sheet liquidity resulting from the December 2013 private placement transaction and run-off in the existing investment and loan portfolios. The yield on average security balances increased 26 basis points for the first nine months of 2014 compared to 2013 due to higher yields on the 2014 security purchases.

Loan average balances decreased $10.2 million (6.0%) in the first nine months of 2014 compared to the same period in 2013. The largest decline in terms of average balances was commercial loans, the majority of our portfolio, which decreased $9.8 million (6.8%) compared to 2013. Commercial loan yield decreased 22 basis points compared to the same prior year period primarily due to a decrease in interest income recognized on payoffs of nonaccrual loans. Commercial loans have continued to decrease due to receipt of scheduled payments, payoffs received from borrowers, payoffs from borrowers’ refinancing with other financial institutions and limited new loan originations. The renewal of maturing loans and origination of new loans in the current lower rate environment will continue to exert downward pressure on our average loan portfolio yields.

Interest Bearing Liabilities/Interest Expense

Interest expense on deposits for the third quarter of 2014 decreased $64,000 (27.5%) compared to the third quarter of 2013. This was the result of lower interest rates paid on deposits of 12 basis points combined with lower average balances of $3.6 million (1.8%).

Interest expense on deposits for the first nine months of 2014 decreased $145,000 (20.8%) compared to the same period in 2013. This was a result of lower interest rates paid on deposits of 10 basis points combined with lower average deposit balances of $1.3 million (0.7%). Specifically, the effective rate paid on average MMDA deposits decreased 14 basis points to curb deposit growth given the Bank’s current excess liquidity position. In addition, $1.1 million of brokered deposits which bore interest at 3.50% were repaid in February 2014.

Liquidity and Funds Management

Liquidity is managed to ensure stable, reliable and cost-effective sources of funds to satisfy demand for credit, deposit withdrawals and investment opportunities. Liquidity risk is the risk of the Corporation being unable to meet current and future financial obligations in a timely manner. To manage liquidity risk the Corporation relies primarily on a large, stable core deposit base, excess on-balance sheet cash positions and a readily marketable available for sale investment portfolio. Additionally, the Corporation has access to certain wholesale funding sources (as discussed below) to manage unexpected liquidity needs.

The Corporation identifies, measures and monitors its liquidity profile. The profile is evaluated daily, weekly and monthly by analyzing the composition of all funding sources, reviewing projected liquidity commitments by future month and identifying sources and uses of funds. A contingency funding plan is also prepared that details the potential erosion of funds in the event of a systemic financial market crisis or different levels of institution-specific stress. In addition, the overall management of the Corporation’s liquidity position is integrated into retail deposit pricing policies to ensure a stable core deposit base.

Asset liquidity for financial institutions typically consists of cash and cash equivalents, certificates of deposits and investment securities available for sale. These categories totaled $160.1 million at September 30, 2014 or about 49.7% of total assets. This compares to $145.7 million or about 46.7% of total assets at December 31, 2013. Liquidity is important for financial institutions because of their need to meet loan funding commitments and depositor withdrawal requests. Liquidity can vary significantly on a daily basis based on customer activity.

The core deposit base is the primary source of the Corporation’s liquidity. Management monitors rates at other financial institutions in the area to ascertain that its rates are competitive in the market. Management also attempts to offer a wide variety of products to meet the needs of its customers. The make-up of the Bank’s “Large Certificates”, which are generally considered to be more volatile and sensitive to changes in rates, consists principally of local depositors known to the Bank. The Bank had Large Certificates totaling approximately $27.8 million at September 30, 2014 and $29.1 million at December 31, 2013. The Bank paid off its (non-core) $1.1 million brokered deposit in February 2014. Due to the Bank’s classification as “adequately capitalized” for PCA purposes, it may not renew or issue additional brokered deposits without prior approval of the Federal Deposit Insurance Corporation (“FDIC”). See the “Capital” section of this Management’s Discussion and Analysis for further details.

Of the Corporation’s available liquidity at September 30, 2014 noted above, investment securities with a fair value of approximately $53.9 million were pledged primarily for borrowing availability on a line of credit from the Federal Home Loan Bank of Indianapolis and to secure public deposits, or for other purposes as required or permitted by law.

The Corporation also has available unused wholesale sources of liquidity, including borrowing availability from the Federal Home Loan Bank of Indianapolis (FHLBI) and through the discount window of the Federal Reserve Bank of Chicago. In the past, the Corporation has also issued certificates of deposit through brokers.

The Corporation’s liquidity could be adversely affected by both direct and indirect circumstances. An example of a direct event would be restrictions imposed by regulators due to factors such as deterioration in asset quality, a large charge to earnings, a decline in profitability or other financial measures. Examples of indirect events unrelated to the Corporation that could have an effect on the Corporation’s access to liquidity would be terrorism or war, natural disasters, political events, or the default or bankruptcy of a major corporation, mutual fund or hedge fund. Similarly, market speculation or rumors about the Corporation or the banking industry in general may adversely affect the cost and availability of normal funding sources.

The Corporation maintains a liquidity contingency plan that outlines the process for addressing a potential liquidity crisis. The plan provides for an evaluation of funding sources under various market conditions. It also assigns specific roles and responsibilities for effectively managing liquidity though a problem period.

It is Bank management’s intention to handle unexpected liquidity needs through its cash and cash equivalents, FHLBI borrowings, or Federal Reserve discount borrowings. At September 30, 2014, the Bank had a $23.8 million line of credit available at the FHLBI for which the Bank has pledged investment securities and certain commercial and consumer loans secured by residential real estate as collateral. The Bank also had a $2.0 million line of credit available at the Federal Reserve for which the Bank has pledged certain commercial loans as collateral. At September 30, 2014, the Bank had no borrowings outstanding against these lines of credit. In addition, during the quarter ended September 30, 2014, the Bank had no short-term borrowings on these lines of credit for liquidity needs or other purposes.

Although the Bank has established these lines of credit, because of its regulatory status, any borrowing requests are subject to review (i.e., for purpose and repayment ability) and approval by the FHLBI and Federal Reserve, respectively. Consequently, full borrowing availability under these existing lines may be restricted at the respective lender’s discretion and terms may be limited or restricted. However, in the event the Bank would need additional funding and be unable to access either line of credit facility, management could act to remove the pledge of investment securities presently securing a portion of the FHLBI line of credit, thereby allowing such securities to be liquidated to provide further liquidity. If necessary, the Bank could also satisfy unexpected liquidity needs through liquidation of unpledged securities.

Quantitative and Qualitative Disclosures about Market Risk

The current economic outlook and its potential impact on the Bank and current interest rate forecasts are reviewed monthly to determine the potential impact on the Corporation’s performance. Actual results are compared to budget in terms of growth and income. A yield and cost analysis is done to monitor interest margin. Various ratios are monitored including capital ratios and liquidity. Also, the quality of the loan portfolio is reviewed in light of the current allowance for loan losses, and the Bank’s exposure to market risk is reviewed.

Interest rate risk is the potential for economic losses due to future rate changes and can be reflected as a loss of future net interest income and/or a loss of current market values. The Corporation’s Asset/Liability Management Committee’s (ALCO) objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income. Tools used by management include the standard GAP report which reflects the repricing schedule for various asset and liability categories and an interest rate shock simulation report. The Bank has no market risk sensitive instruments held for trading purposes. However, the Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers including commitments to extend credit and letters of credit. A commitment or letter of credit is not recorded as an asset until the instrument is exercised.

Below shows the scheduled maturity and repricing of the Corporation’s interest sensitive term assets and liabilities as well as the expected retention terms of non-maturity deposit accounts as of September 30, 2014:

	0-3		4-12		1-5		5+
	Months		Months		Years		Years			Total
	(in thousands)
Assets:
Loans	$	42,769	$	52,398	$	62,049	$	590		$	157,806
Securities		6,256		16,450		70,676		45,533			138,915
Short term investments		198		-		-		-			198
Total assets	$	49,223	$	68,848	$	132,725	$	46,123		$	296,919

Liabilities:
NOW, savings, and MMDA	$	3,537	$	10,608	$	56,573	$	50,338		$	121,056
Time deposits		15,250		26,237		29,780		-			71,267
Total liabilities	$	18,787	$	36,845	$	86,353	$	50,338		$	192,323

Rate sensitivity GAP:
GAP for period	$	30,436	$	32,003	$	46,372	$	(4,215	)
Cumulative GAP		30,436		62,439		108,811		104,596

September 30, 2014 cumulative sensitive ratio		2.62		2.12		1.77		154
December 31, 2013 cumulative sensitive ratio		2.94		1.73		1.41		1.22

Core non-maturity deposits such as NOW, savings and MMDA are an important stable source of funding and represent significant value to the Corporation. Although these deposits may re-price earlier than what is shown in the preceding table, they are generally less rate sensitive than other non-core funding sources. Allocations for our core non-maturity deposits are made to time periods based on a core deposit study which was performed by a third-party specialist based on the Corporation’s historical experience.

In the GAP table above, the short term (one year and less) cumulative interest rate sensitivity is 212% asset sensitive at September 30, 2014.

Because of the Bank’s asset sensitive position, if market interest rates increase, this positive GAP position indicates that the interest margin would be positively affected. However, GAP analysis is limited and may not provide an accurate indication of the impact of general interest rate movements on the net interest margin since repricing of various categories of assets and liabilities is subject to the Bank’s needs, competitive pressures, and the needs of the Bank’s customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within the period and at different rate indices. Due to these inherent limitations in the GAP analysis, the Corporation also utilizes simulation modeling, which measures the impact of upward and downward movements of interest rates on interest margin and indicates that a 100 basis point decrease in interest rates would reduce net interest income by approximately 2.9% in the first year, while a 200 basis point increase in interest rates would increase net interest income by approximately 5.5% in the first year. This is influenced by the assumptions regarding how quickly and to what extent liabilities will reprice with a change in interest rates.

Loans

	Three months ended September 30,					Nine months ended September 30,
	2014			2013		2014			2013
	(in thousands)

Provision for loan losses	$	(2,500	)	$	-	$	(2,500	)	$	(2,250	)

In the third quarter of 2014, the Bank recorded $2.5 million of negative provision expense compared to no provision expense in the same prior year period. For the nine months ended September 30, 2014 and 2013, the Bank recognized negative provision expense of $2.5 million and $2.3 million, respectively. Similar to the underlying factors supporting the $2.3 million of negative provision expense recognized in the first quarter of 2013, the $2.5 million of negative provision expense recognized in the current quarter reflects continued decreasing trends in the levels of existing and newly identified nonperforming loans, stabilization in real estate values for certain problem credits, substantially reduced charge-offs and four quarters of trailing net recoveries, and continued shrinkage in the overall loan portfolio relative to conditions faced by the Bank one year ago. Consistent with these improved portfolio trends, continued improvement in our rolling 12 quarter loss history (as significant prior quarter losses have existed the ALLL analysis) indicated the need to reduce the overall level of allowance, via negative provision expense, to reflect the existing reduced level of risk in the loan portfolio. As such, the need for the negative provision largely correlated with the adjustment (i.e., reduction) of loss factors assigned to non-impaired commercial loans for which loss allocations are derived primarily from actual loss history, by portfolio segment and loan grade.

Loan charge offs for the nine months ended September 30, 2014 totaled $348,000 compared to $859,000 recognized during the same prior year period. Management considered these factors in conjunction with its quarterly analysis of the loan portfolio to identify and quantify the level of credit risk to estimate losses in its determination of the negative provision expense of $2.5 million for the three and nine months ended September 30, 2014 and determination of the adequacy of the $7.0 million allowance for loan losses at September 30, 2014. Absent unforeseen further deterioration in the economy and based on the present trends in the loan portfolio and the anticipated continued improvement in our loss history as significant prior year charge offs continue to exit the rolling 12 quarter look back period, management believes it is reasonably likely that future negative provision expense will be necessary to maintain the directional consistency of the overall level of the allowance with the actual performance of the loan portfolio.

Loan and Asset Quality

The following table reflects the composition of the commercial and consumer loans in the Consolidated Financial Statements. Included in the residential first mortgage totals below are the “real estate mortgage” loans listed in the Consolidated Financial Statements and other loans to customers who pledge their homes as collateral for their borrowings. A portion of the loans listed in residential first mortgages represent commercial loans where the borrower has pledged a 1 – 4 family residential property as collateral. In the majority of the loans to commercial customers, the Bank is relying on the borrower’s cash flow to service the loans.

The following table shows the balance and percentage composition of loans as of:

	September 30, 2014						December 31, 2013
	Balances			Percent			Balances			Percent
	(dollars in thousands)
Secured by real estate:
Residential first mortgage	$	16,531			10.5	%	$	17,596			10.7	%
Residential home equity/other junior liens		10,409			6.6	%		11,236			6.8	%
Construction, land development and other land		5,231			3.3	%		5,826			3.5	%
Commercial (nonfarm, nonresidential)		105,331			66.7	%		109,334			66.1	%
Commercial		13,996			8.8	%		15,019			9.1	%
Consumer and Other		6,462			4.1	%		6,273			3.8	%
Total gross loans		157,960			100.0	%		165,284			100.0	%
Net unearned fees		(154	)					(169	)
Total Loans	$	157,806					$	165,115

The loan portfolio decreased $7.3 million (4.4%) in the nine months ended September 30, 2014. The decrease was experienced predominately within the commercial real estate portfolio (i.e., owner occupied and nonowner occupied) which decreased $4.0 million (3.7%). The combination of unanticipated loan payoffs, receipt of scheduled payments, and transfers to OREO exceeded new loan originations, despite positive traction in our loan growth initiatives. Through the third quarter of 2014, loans secured by residential real estate decreased by $1.9 million (6.6%) as residential mortgages continued to run-off due in part to the Bank’s lack of an in-house residential lending program and borrowers continuing to pay down balances on open lines of credit. Despite efforts to develop new business in order to diversify away from commercial real estate concentrations, commercial loans experienced a net decrease of $1.0 million (6.8%) from December 31, 2013. The net decrease was partially attributable to a significant borrower’s seasonal repayment of an operating line of credit.

In general, the continued but slowing rate of decrease experienced in our loan portfolio stems from: limited loan demand from qualified, credit worthy borrowers, intense competition for loans by other financial institutions, and the Bank’s need to adhere to concentration targets outlined in its strategic plan relative to its existing and heavily concentrated real estate portfolio. As such, the future size of the loan portfolio is dependent upon a number of economic, competitive and regulatory factors faced by the Bank. In light of these economic and regulatory challenges currently facing the Bank, only prudent and limited net loan portfolio growth, if any, is expected during the remainder of 2014.

Nonperforming assets consist of loans accounted for on a nonaccrual basis, loans contractually past due 90 days or more as to interest or principal payments (but not included in nonaccrual loans), and other real estate which has been acquired through foreclosure and is actively managed through the time of disposition to minimize loss. Nonperforming loans include troubled debt restructured loans that are on nonaccrual status or past due 90 days or more. At September 30, 2014, December 31, 2013 and September 30, 2013, there were $4.6 million, $7.8 million and $9.4 million of troubled debt restructurings included in nonperforming loans. Troubled debt restructured loans (“TDRs”) that are not past due 90 days or more are excluded from nonperforming loan totals.

The aggregate amount of nonperforming loans and other nonperforming assets are presented below:

Nonperforming Loans and Assets:	September 30, 2014			December 31, 2013			September 30, 2013
	(dollars in thousands)
Nonaccrual loans	$	8,020		$	11,067		$	11,659
Loans past due 90 days and still accruing		-			-			1
Total nonperforming loans		8,020			11,067			11,660
Other real estate		1,072			480			690
Total nonperforming assets	$	9,092		$	11,547		$	12,350

Nonperforming loans as a percent of total loans		5.08	%		6.70	%		6.98	%
Allowance for loan losses as a percent of nonperforming loans		86.81	%		83.26	%		78.63	%
Nonperforming assets as a percent of total loans and other real estate		5.72	%		6.97	%		7.36	%

Nonaccrual loans at September 30, 2014 decreased approximately $3.0 million (27.5%) from December 31, 2013 and $3.6 million (31.2%) from September 30, 2013. The net decrease from December 31, 2013 resulted from the combination of approximately $2.2 million of continued payments and/or payoffs, approximately $2.8 million of loans upgraded to accrual status, and the combination of approximately $1.0 million of loans transferred to other real estate owned and other charge-offs. These decreases were partially offset by $3.0 million of loans moved to nonaccrual status. Management continues to focus on reducing the level of nonperforming assets and making improvements in asset quality.

As of September 30, 2014, approximately $5.9 million (73.1%) of nonperforming loans are making scheduled payments. Management closely monitors each of these loans to identify opportunities where workout efforts or restructuring may improve borrowers’ credit risk profiles to facilitate a return to accrual status for credits with sustained repayment histories. Any loans categorized as 90 days past due and still accruing are well secured and in the process of collection. All nonperforming loans are reviewed regularly for collectibility and uncollectible balances are promptly charged off.

Management regularly evaluates the condition of problem credits and when reduced cash flows coupled with collateral shortfalls are evident, the loans are placed on nonaccrual. In addition, loans are generally placed on nonaccrual when principal or interest is past due ninety days or more. If management believes there is significant risk of not collecting full principal and interest, we may elect to place the loan on nonaccrual even if the borrower is current. Other real estate owned (“OREO”) is comprised of commercial and residential real estate properties and totaled $1.1 million at September 30, 2014 compared to $480,000 at December 31, 2013. Through the third quarter of 2014, three commercial real estate properties totaling $993,000 and one residential mortgage totaling $53,000 were transferred into OREO. During the same period, two OREO properties were sold at gains aggregating to $66,000. Nonperforming loans may move into OREO when the foreclosure process is initiated (i.e., as “in substance foreclosure”) through the time in which the foreclosure process is completed and any redemption period expires or from the receipt of deeds in lieu of foreclosure.

Since 2007, the decline in real estate sales and valuations in southeast Michigan have significantly and adversely impacted the quality of the Corporation’s portfolio of loans secured by real estate. In addition, during this time the local economies served by the Corporation have been adversely impacted by the restructuring of the automotive market and related industries which in turn, has caused our borrowers to experience declining revenues, diminished cash flows, and reduced collateral values in their businesses. Due to these factors and the prolonged troubled economy, real estate values in general have remained distressed. Although there has been some recent stabilization in values and increased sales activity for certain real estate, because the Corporation continues to carry a relatively high concentration of loans that are secured by real estate, the Corporation continues to experience elevated levels of nonperforming loans and impaired loans relative to historical levels prior to 2007.

Although management has specific, aggressive remediation plans for a majority of the Bank’s remaining significant classified and criticized loans, execution of such plans will take some time and is, in many respects, dependent on external factors such as the borrowers’ ability to repay their obligations and/or to meet performance criteria and the value of collateral securing those obligations, which in turn depend on macro and micro economic conditions including the pace of an economic recovery in southeast Michigan. Given the extent of the problem loans secured by real estate, these factors may delay remediation efforts and result in the Bank maintaining higher than anticipated balances of nonperforming loans that may adversely impact the level of provision for loan losses in the near future. Management continues to make oversight of these loans a priority.

At September 30, 2014, impaired loans totaled approximately $17.1 million, of which $6.3 million were assigned a specific reserve of $2.1 million. Impaired loans without specific reserve allocations totaled $10.7 million. A loan is considered impaired when it is probable that all or part of the amounts due according to contractual terms of the loan agreement will not be collected on a timely basis or the loan has been restructured and is classified as a TDR. Impairment is measured by comparing the Bank’s recorded investment in the loan to the present value of expected future cash flows at the loan’s effective interest rate, the fair value of the collateral less costs to sell, or the loan’s observable market price.

Of the impaired loans reported at September 30, 2014, $5.2 million were commercial purpose and on nonaccrual status, based on management’s assessment using criteria discussed above. Included in impaired loans at September 30, 2014 were $7.3 million of commercial and commercial real estate loans identified as TDRs. All cash received on nonaccrual loans is applied to principal balance. Loans are considered for return to accrual status on an individual basis when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. Interest income is recognized on TDRs pursuant to the criteria noted below.

A key component of our asset quality improvement initiative includes procedures intended to improve asset quality levels within the loan portfolio. Management develops specific workout strategies on all significant impaired loans to attempt to mitigate the extent of potential future loss by the Bank and to remediate nonperforming assets, where possible. Loan work out strategies may include the Bank’s willingness to modify the terms of a loan to improve our ability to collect amounts due. The modified terms are intended to enable customers to mitigate the risk of foreclosure by creating payment schedules that provide for continued loan payment requirements based on their current cash flow ability. Common modifications utilized by the Bank may include one or more of the following: interest rate reductions, extension of amortization periods, and forbearance of interest and/or principal payments. Management may extend concessions (modifications) to troubled borrowers in exchange for the pledge of additional collateral and/or guarantors. Loan modifications are considered TDRs when the modification includes terms outside of normal lending practices (i.e., concessions) to a borrower who is experiencing financial difficulties.

The following table summarizes the troubled debt restructuring component of impaired loans at:

	September 30, 2014						December 31, 2013
	Accruing Interest		Nonaccrual		Total		Accruing Interest		Nonaccrual		Total
	(in thousands)
Current	$	12,851	$	2,693	$	15,544	$	11,388	$	7,110	$	18,498
Past due 30-89 days		65		1,802		1,867		-		682		682
Past due 90 days or more		-		115		115		-		2		2
Total troubled debt restructurings	$	12,916	$	4,610	$	17,526	$	11,388	$	7,794	$	19,182

Troubled debt restructured loans accrue interest if the borrower complies with the revised terms and conditions and has demonstrated sustained payment performance consistent with the modified terms for a minimum of six consecutive payment cycles after the restructuring date and if collection of future payments is reasonably assured.

If the economy weakens further and/or real estate values decline further, the provision for loan losses may be adversely impacted by the Bank’s concentration in real estate secured loans. While we have carefully considered these factors when determining the level of reserves, it is difficult to accurately predict future economic events, especially in the current environment.

The loan portfolio is periodically reviewed by internal and external parties and the results of these reviews are reported to the Bank’s Board of Directors. The purpose of these reviews is to verify proper loan documentation, to provide for the early identification of potential problem loans, to challenge and validate internal risk grades assigned by management, to monitor collateral values and to assist the Bank in evaluating the adequacy of the allowance for loan losses.

Allowance for Loan Losses

The allowance for loan losses at September 30, 2014, was $7.0 million compared to $9.2 million at December 31, 2013, a decrease of $2.2 million. The allowance for loan losses represented 4.41% and 5.58% of gross loans at September 30, 2014 and December 31, 2013, respectively, and provided a coverage ratio to nonperforming loans of 86.81% and 83.26% at each respective period-end.

Management estimates the required allowance balance based on past loan loss experience, the nature and volume of the portfolio segments and concentrations, information about specific borrower situations, estimated collateral values, economic conditions and trends, and other factors. The impact of actual recent portfolio behavior on the allowance for loan loss calculation and analysis at September 30, 2014, evidenced by successive improving to stable quarterly levels of nonperforming loans, further stabilization of real estate values securing certain problem credits, continued shrinkage in the overall loan portfolio, and continued improvement in our rolling 12 quarter loss history, resulted in our determination to reduce the overall level of allowance and supported recognition of negative provision expense. Should these conditions continue, management believes that it is reasonably likely that future negative provision expense may be required to align the overall level of the allowance with the trending improvement in the underlying credit risk profile of the loan portfolio and the resulting anticipated improvement in the rolling 12 quarter loss history as significant prior year charge offs exit the calculation.

Allocations of the allowance are made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. Management continually analyzes portfolio risk to refine the process of effective risk identification and measurement for determination of what it believes is an adequate allowance for loan losses. When all of these factors were considered, management determined that the $2.5 million negative provision for loan losses recognized in the third quarter of 2014 and the resulting $7.0 million allowance as of September 30, 2014 were appropriate.

Given the significant portion of our loans that are secured by real estate, our portfolio continues to be sensitive to the weakened economic conditions in southeast Michigan and the Bank’s market area, and is especially impacted by depressed real estate values. In response, each quarter our portfolio management practices continue to analyze and quantify risk within all segments of our portfolio to ensure effective problem loan identification procedures. Our practice is to obtain updated appraisals on criticized loans secured by real estate and apply appropriate discounting practices based on perceived declines in market value.

Although updated appraisals received during more recent quarters indicated that property values for collateral on our impaired loans continue to be depressed, the appraisals did not reflect the extent of value erosion relative to that experienced in prior quarters. However, at present, the weak Michigan economy and elevated unemployment levels continue to soften signs of economic recovery in our market area. Consequently, we have continued to allocate reserves for these risks and uncertainties, resulting in reserves above normal levels.

If the economy weakens further and/or real estate values decline further, nonperforming loans may increase in subsequent quarters. Due to the uncertainty of future economic conditions and the decline in real estate values, the provision for loan losses for 2014 may continue to be impacted by the Bank’s concentration in real estate secured loans. While we have considered these factors when determining the level of reserves, it is difficult to accurately predict the future economic events, especially in the current environment.

The allowance consists of specific and general components. The specific component relates to loans that are classified as nonaccrual or renegotiated. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience, adjusted for qualitative factors used to reflect changes in the portfolio’s collectability not captured by historical loss data.

The methodology for measuring the appropriate level of allowance and related provision for loan losses relies on several key elements, which include specific allowances for loans considered impaired, general allowances for non-impaired commercial loans based on our internal loan grading system, and general allocations based on historical trends for homogeneous loan groups with similar risk characteristics.

The general allowance allocated to non-impaired commercial loans was based on the internal risk grade of such loans and their assigned portfolio segment, as primarily determined based on underlying collateral; and, if real estate secured, the type of real estate. Each risk grade within a portfolio segment is assigned a loss allocation factor. The higher a risk grade, the greater the assigned loss allocation percentage. Accordingly, changes in the risk grades of loans affect the amount of the allowance allocation.

Our loss factors are determined based on our actual loss history by portfolio segment and loan grade and are adjusted for significant qualitative factors that, in management’s judgment, affect the collectability of the portfolio at the analysis date. We use a rolling 12 quarter net loss history as the base for our computation which is weighted to give emphasis to more recent quarters.

Groups of homogeneous noncommercial loans, such as residential real estate loans, home equity and home equity lines of credit, and consumer loans receive allowance allocations based on the loan type, primarily determined based on historical loss experience rather than by risk grade. These allocations are adjusted for consideration of general economic and business conditions, credit quality and delinquency trends, collateral values, and recent loss experience for these similar pools of loans.

Although management evaluates the adequacy of the allowance for loan losses based on information known at a given point in time, as facts and circumstances change, the provision and resulting allowance may also change. While we believe that our allowance for loan loss analysis has identified all probable losses inherent in the portfolio at September 30, 2014, there can be no assurance that all losses have been identified or that the amount of the allowance is sufficient.

Noninterest Income

Noninterest income for the three and nine months ended September 30, 2014 decreased $102,000 (13.9%) and $284,000 (13.2%) compared to the same respective periods in 2013. The components of noninterest income are shown in the table below:

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
	(in thousands)
Service charges and fees on deposits	$	247	$	367	$	800	$	978
Other fees		352		320		939		920
Trust income		25		36		84		115
Gain on available for sale securities		-		-		2		-
Other		9		12		35		131
Total	$	633	$	735	$	1,860	$	2,144

For the three and nine months ended September 30, 2014, service charges and fees on deposits decreased compared to the same periods last year. The decrease resulted predominately from lower consumer NSF fee income caused by the Bank’s implementation of new consumer advocacy safeguards, required by regulation, that has resulted in a reduction in both the number of instances and customers perpetually over-drafting their accounts. In addition, lower service charges on deposit accounts contributed to the decrease. Other fees recognized in 2014 surpassed comparable periods in 2013 largely due to receipt of a significant one-time commercial loan prepayment penalty in the third quarter of 2014. Trust income decreased relative to the comparable prior year periods in 2013 as the trust department continued to transfer its fiduciary managed accounts to other trustees as part of a plan to utilize an independent party to provide investment products and services to existing wealth management and retail banking customers. Upon the implementation of this third party relationship in the fourth quarter of 2014, the Bank will begin to recognize revenues under a commission sharing agreement, the amount and timing of which is dependent on our customers’ acceptance and utilization of the services offered through the third-party vendor. Other income represents rental income from tenants occupying certain of the Bank’s other real estate properties owned during the respective periods.

Noninterest Expense

For the three and nine months ended September 30, 2014, noninterest expense increased $129,000 (4.5%) and $270,000 (3.1%), respectively, compared to the same periods in 2013. The components of noninterest expense are shown in the table below:

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
	(in thousands)
Salaries and employee benefits	$	1,643		$	1,344		$	4,620		$	3,974
Occupancy expense		200			222			722			685
Equipment expense		82			88			266			255
Professional and service fees		453			433			1,291			1,264
Loan collection and foreclosed property expense		71			88			160			253
Computer service fees		131			123			388			348
Computer software amortization expense		10			11			29			29
FDIC assessment fees		173			263			424			772
Insurance expense		80			131			300			392
Printing and supplies		32			35			124			121
Net (gain) loss on sale/writedown of OREO and repossessions		(66	)		(29	)		(66	)		(75	)
Other		207			178			603			573
Total	$	3,016		$	2,887		$	8,861		$	8,591

The most significant component of our noninterest expense is salaries and employee benefits. In the first nine months of 2014, the increase in salaries and employee benefits resulted primarily from additional staffing in our loan and credit departments completed during the second half of 2013 and the hiring of a risk management officer in late 2013. These hires were made to ensure the Bank has appropriate personnel with sufficient experience, training and authority to execute safe and sound banking practices. Compensation expense also increased in the current three and nine month periods due to: i) reinstatement of merit adjustments (for certain eligible staff) which were previously suspended due to the Bank’s financial performance and regulatory condition; ii) reinstatement of 5% salary reductions in effect for certain staff while the Bank was undercapitalized; iii) accrual of a 2014 discretionary employer 401(k) contribution of $75,000 recognized in the third quarter of 2014; and iv) accrual of $147,000 in performance awards for certain staff related to successful recapitalization of the Corporation and progress against Consent Order requirements, also recorded in the third quarter of 2014.

Occupancy expense for the nine months ended September 30, 2014 exceeded the comparable prior year period due to higher snow removal fees incurred during early 2014 and increased property tax expense on the Bank’s branch facilities. These expenses were partially offset by reduced repair and maintenance expenses relative to similar elevated costs incurred in the third quarter of 2013.

Professional and service fees for the three and nine month periods ended September 30, 2014 increased from the comparable prior year periods primarily due to the accrual of $100,000 in vendor contract termination fees in the third quarter of 2014 related to the exit of our Trust department operations. This increase was partially offset by reduced legal fees and network fees.

Loan collection and foreclosed property expense include collection costs related to nonperforming and delinquent loans, including costs incurred to protect the Bank’s interest in collateral securing problem loans prior to taking title to the property, appraisal expenses and carrying costs related to other real estate. To date in 2014, the Bank incurred reduced ORE expense and collection costs due to fewer OREO properties and lower levels of problem loans relative to the same period in 2013.

Computer service fees incurred during 2014 increased relative to 2013 due to additional anti-virus software applications and services contracted to safeguard the Bank’s network.

Consistent with the Bank’s improved regulatory capital position, the Bank’s risk profile and related FDIC assessment rate have both improved. The lower assessment rate, assuming the Bank maintains or further enhances its current risk profile (based on current average tangible assets), is expected to provide a minimum annual savings of approximately $500,000 in 2014 relative to 2013 calendar year expense. However, the Bank’s current risk profile and resulting FDIC premium expense remain elevated due to noncompliance with the outstanding Consent Order. The timing or amount of any additional FDIC premium savings is dependent on various factors including the Bank’s ability to maintain the minimum capital ratios required under the Consent Order and the ability to demonstrate a period of satisfactory performance with other requirements of the Consent Order, as assessed by the OCC.

Insurance expense decreased in 2014 due to modifications made to the scope of the Corporation’s D&O liability coverage in light of the Bank’s improved capital and regulatory condition subsequent to the Corporation’s successful recapitalization.

Federal Income Tax Expense

For the nine months ended September 30, 2014, the Corporation recognized current income tax expense based on its alternative minimum taxable income. No regular income tax expense was recognized during the three and nine months ended September 30, 2014 and 2013 due to the Corporation’s tax loss carryforward position. Reported income tax expense in the prior year comparative periods resulted from adjustment of the Corporation’s deferred tax valuation allowance established on previously recorded net deferred tax assets related to the impact of valuation changes in the available for sale investment portfolio.

Capital

The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in the initiation of certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct, material effect on the Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation’s and the Bank’s capital classification are also subject to qualitative judgments by regulators with regard to components, risk weightings, and other factors.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) required that the federal regulatory agencies adopt regulations defining five capital tiers for banks:

	Total	Tier 1
	Risk-Based	Risk-Based
	Capital Ratio	Capital Ratio	Leverage Ratio
Well capitalized	10% or above	6% or above	5% or above
Adequately capitalized	8% or above	4% or above	4% or above
Undercapitalized	Less than 8%	Less than 4%	Less than 4%
Significantly undercapitalized	Less than 6%	Less than 3%	Less than 3%
Critically undercapitalized	-	-	A ratio of tangible equity to
			total assets of 2% or less

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). The Corporation’s and the Bank’s actual capital amounts and ratios are presented in the following table:

						Minimum for					To be Well Capitalized
						Capital Adequacy					Under Prompt Corrective
	Actual					Purposes					Action Provision
September 30, 2014	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
Total Capital (to risk weighted assets)
Bank	$	31,941		16.48	%	$	15,509		8.00	%	$	19,386		10.00	%
FNBH Bancorp		33,331		17.17	%		15,532		8.00	%		N/A		N/A

Tier 1 Capital (to risk weighted assets)
Bank		29,458		15.20	%		7,754		4.00	%		11,632		6.00	%
FNBH Bancorp		30,844		15.89	%		7,766		4.00	%		N/A		N/A

Tier 1 Capital (to average assets)
Bank		29,458		9.18	%		12,843		4.00	%		16,053		5.00	%
FNBH Bancorp		30,844		9.56	%		12,899		4.00	%		N/A		N/A

December 31, 2013	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total Capital (to risk weighted assets)
Bank	$	28,593		14.57	%	$	15,705		8.00	%	$	19,631		10.00	%
FNBH Bancorp		29,204		14.86	%		15,724		8.00	%		N/A		N/A

Tier 1 Capital (to risk weighted assets)
Bank		26,052		13.27	%		7,852		4.00	%		11,779		6.00	%
FNBH Bancorp		26,660		13.56	%		7,862		4.00	%		N/A		N/A

Tier 1 Capital (to average assets)
Bank		26,052		8.67	%		12,021		4.00	%		15,026		5.00	%
FNBH Bancorp		26,660		8.82	%		12,097		4.00	%		N/A		N/A

The OCC has established the following minimum capital standards for national banks: a leverage requirement consisting of a minimum ratio of Tier 1 capital to total average assets of 3% for the most highly-rated banks, with minimum requirements of 4% to 5% for all others, and a risk-based capital requirement consisting of a minimum ratio of total capital to total risk-weighted assets of 8%, at least one-half of which must be Tier 1 capital. Tier 1 capital consists principally of shareholders’ equity. These capital requirements are minimum requirements. Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual institutions. Federal law provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions.

As a result of a new Consent Order issued to the Bank by the OCC on October 31, 2013, the Bank continues to be subject to higher minimum capital ratios than those shown above. Specifically, the Consent Order requires the Bank to maintain a Total risk-based capital ratio of 11% and a Tier 1 leverage ratio of 8.5%. The Bank’s actual ratios have been in compliance with the minimum ratios for a well-capitalized institution since December 31, 2013. However, because the Bank is subject to the Consent Order, it does not meet the regulatory determination of a well-capitalized institution. As such, the Bank is considered "adequately capitalized" for purposes of the OCC’s Prompt Corrective Action (“PCA”) enforcement powers. The Bank's capital category is determined solely for purposes of applying PCA; the capital category may not constitute an accurate representation of the Bank's overall financial condition or prospects.

The Corporation’s ability to pay dividends is subject to various regulatory and state law requirements. Due to the Bank’s financial condition, the Bank cannot pay a dividend to the Corporation without the prior approval of the OCC. The Corporation does not anticipate the Bank providing any dividends to the Corporation through at least 2014. The Corporation suspended, indefinitely, the payment of dividends to its shareholders in the third quarter of 2008 due to the Bank’s inability to pay dividends to the holding company and insufficient cash at the holding company to pay the dividends. The Corporation does not anticipate resuming dividend payments to its shareholders in the near future.

As of its most recent examination date, which occurred prior to completion of the Corporation’s December 2013 private placement transaction and a March 2014 rights offering, the Corporation is considered a troubled institution due to the critically deficient condition of its subsidiary Bank. However, completion of the aforementioned capital raise transactions enabled the Corporation to take action to support the Bank. Namely, using proceeds from these transactions, the Corporation contributed $15.4 million and $550,000 of additional capital into the Bank in December 2013 and March 2014, respectively. These capital infusions into the Bank by the Corporation enabled the Bank to achieve and maintain the minimum regulatory capital ratios imposed under the Consent Order since December 31, 2013. The Corporation is still required to receive prior approval from the Federal Reserve before the payment of dividends, issuance of debt, or redemption of stock. Additional restrictions imposed on the Corporation by the Federal Reserve relate to changes in the composition of the Board of Directors, the employment of senior executive officers or changes in the responsibilities of senior executive officers, and limitations on indemnification and severance payments.

Critical Accounting Policies

Our accounting and reporting policies are in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of investment securities, determination of the allowance for loan losses and accounting for income taxes, and actual results could differ from those estimates. Management has reviewed these critical accounting policies with the Audit Committee of our Board of Directors.

Contractual Obligations

The Bank had outstanding irrevocable standby letters of credit, which carry a maximum potential commitment of approximately $10,000 at September 30, 2014 and December 31, 2013. These letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The majority of these letters of credit are short-term guarantees of one year or less, although some have maturities which extend as long as two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Bank primarily holds real estate as collateral supporting those commitments for which collateral is deemed necessary. The extent of collateral held on those commitments at September 30, 2014 and December 31, 2013, where there is collateral, was in excess of the committed amount. A letter of credit is not recorded on the balance sheet unless a customer fails to perform.

New Accounting Standards

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (ASU) No. 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40) – Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. The amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (a) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure; or (b) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures are required. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2014. The impact of adoption of this ASU by the Corporation is not expected to be material.

FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 205): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the Update change the requirements for reporting discontinued operations. A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The amendments in this Update require an entity to present for each comparative period, the assets and liabilities of a disposal group that included a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. This Update also requires additional disclosures about discontinued operations including pretax profit or loss, and any ongoing involvement with the discontinued operation. The amendments are effective for the annual periods and interim periods within those annual periods beginning December 15, 2014. The impact of adoption of this ASU by the Corporation is not expected to be material.

FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this Update create a new topic in the FASB Accounting Standards Codification® (ASC or Codification), Topic 606. In addition to superseding and replacing nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance, ASC 606 establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The new guidance does not apply to certain contracts within the scope of other ASC Topics, such as lease contracts, insurance contracts, financing arrangements, financial instruments, guarantee other than product or service warranties, and nonmonetary exchanges between entities in the same line of business to facilitate sales to customers. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. The impact of adoption of this ASU by the Corporation is not expected to be material.

FASB has also issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward or Tax Credit Carryforward Exists. This update requires an unrecognized tax benefit, or portion of an unrecognized tax benefit, to be presented in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward. However, to the extent that a net operating loss carryforward at the reporting date is not available under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, the unrecognized tax benefit is to be presented in the statement of financial position as a liability. No new recurring disclosures are required. The amendments are effective for public business entities for annual periods beginning after December 15, 2013, and interim periods within those periods. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2014, and interim periods within those periods. The amendments are to be applied on a prospective basis to all unrecognized tax benefits that exist at the effective date, although retrospective application is permitted. The impact of prospective adoption of this ASU by the Corporation in the first quarter of 2014 was not material.

Recent Legislative Developments

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. Uncertainty remains as to the ultimate impact of this law, which could have a material adverse impact either on the financial services industry as a whole or on the Corporation’s and Bank’s business, results of operations and financial condition. This federal law contains a number of provisions that could affect the Corporation and the Bank. For example, the law:

Makes national banks (such as the Bank) and their subsidiaries subject to a number of state laws that were previously preempted by federal laws;

Imposes additional restrictions on how mortgage brokers and loan originators may be compensated;

Establishes a federal consumer protection agency that will have broad authority to develop and implement rules regarding most consumer financial products;

Creates additional rules affecting corporate governance and executive compensation at all publicly traded companies (such as the Corporation);

Broadens the base for FDIC insurance assessments and makes other changes to federal deposit insurance, including permanently increasing FDIC deposit insurance coverage to $250,000; and

Allows depository institutions to pay interest on business checking accounts

Many of these provisions are not yet effective and are subject to implementation by various regulatory agencies. As a result, the actual impact this federal law will have on the Bank's business is not yet known. However, this law and any other changes to laws applicable to the financial industry may impact the profitability of the Bank's business activities or change certain of its business practices and may expose the Corporation and the Bank to additional costs, including increased compliance costs, and require the investment of significant management attention and resources. As a result, this law may negatively affect the business and future financial performance of the Corporation and the Bank.

On April 5, 2012, the Jumpstart Our Business Startups Act (JOBS Act) was signed into law. The JOBS Act is intended to stimulate economic growth by helping smaller and emerging growth companies access the U.S. capital markets. It amends various provisions of, and adds new sections to, the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as provisions of the Sarbanes-Oxley Act of 2002. The SEC has been directed to issue rules implementing certain JOBS Act amendments. For bank holding companies, the JOBS Act increases the statutory threshold for deregistration under the Securities Exchange Act of 1934 from 300 shareholders to 1,200 shareholders of record.

In December 2010, the Basel Committee on Banking Supervision, an international forum for cooperation on banking supervisory matters, announced the “Basel III” capital rules, which set new capital requirements for banking organizations. In July 2013, the Federal Reserve and the OCC each approved final rules that establish an integrated regulatory capital framework implementing the Basel III regulatory capital reforms in the U.S. These new rules impose higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. The new capital requirements will be phased in over time. The U.S. implementation of these standards could have an adverse impact on our financial position and future earnings due to, among other things, the increased minimum Tier 1 capital ratio requirements that will be implemented. However, the ultimate impact of these new rules on the Corporation and the Bank is still being reviewed.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There has been no material change in the market risk faced by the Corporation since December 31, 2013. For information regarding our risk factors, refer to the FNBH Bancorp, Inc. Form 10-K for the year ended December 31, 2013.

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Corporation evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” as defined in Rule 13a - 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Disclosure Controls”). The Disclosure Controls are designed to allow the Corporation to reach a reasonable level of assurance that information required to be disclosed by the Corporation in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including its principal executive and financial officers to allow timely decisions regarding required disclosure. The evaluation of the Disclosure Controls ("Controls Evaluation") was conducted under the supervision and with the participation of the Corporation’s management, including the chief executive officer and the chief financial officer. Based upon the Controls Evaluation and subsequent discussions, the chief executive officer and chief financial officer have concluded that as of September 30, 2014, the Corporation’s Disclosure Controls were effective at a reasonable assurance level.

(b)

Changes in Internal Control Over Financial Reporting.

During the quarter ended September 30, 2014 there were no changes in the Corporation’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

The Corporation’s management, including the chief executive officer and chief financial officer, does not expect that its Disclosure Controls and/or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales or repurchases of stock by the Corporation for the three months ended September 30, 2014, except as may have been previously disclosed by the Corporation in a Current Report on Form 8-K.

Item 5. Other Information

Effective November 12, 2014, the Company entered into an Indemnification Agreement with each of the directors, and the Bank entered into an Indemnification Agreement with each of its directors. The Indemnification Agreements entered into by the Company and the Bank are substantially identical to each other. Each Indemnification Agreement supplements the indemnification rights available to the director pursuant to the charter documents of the Company or the Bank, as applicable, and generally provide for the maximum indemnification permitted pursuant to applicable law. This brief description of the Indemnification Agreements is subject to the actual language of the respective Indemnification Agreements, forms of which are attached to this Form 10-Q as Exhibits 10.1 and 10.2.

Item 6. Exhibits

The following exhibits (listed by number corresponding to the Exhibit Table as Item 601 in Regulation S-K) are filed with this report:

	10.1	Form of Indemnification Agreement entered into between FNBH Bancorp, Inc. and each of its directors, effective November 12, 2014.

	10.2	Form of Indemnification Agreement entered into between First National Bank in Howell and each of its directors, effective November 12, 2014.

	31.1	Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

	32.2	Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

	101.INS	Instance Document

	101.SCH	XBRL Taxonomy Extension Schema Document

	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB	XBRL Taxonomy Extension Label Linkbase Document

	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 to be signed on its behalf by the undersigned hereunto duly authorized.

	FNBH BANCORP, INC.

	/s/Ronald L. Long
	Ronald L. Long, President and Chief Executive Officer
	(Principal Executive Officer)

	/s/Mark J. Huber
	Mark J. Huber, Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: November 14, 2014

FNBH BANCORP INC 10-Q