Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10 - Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2012

Commission File Number 000-52584

LOGO

BIRMINGHAM BLOOMFIELD BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Michigan

20-3993452

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

33583 Woodward Avenue, Birmingham, MI 48009

(Address of principal executive offices, including zip code)

(248) 723-7200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (i) 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 (ii) 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 to Rule 405 of Regulation S-T 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 filed,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x

The number of shares outstanding of the issuer’s Common Stock as of ~~May~~August 49, 2012, was 1,~~812~~824,662 shares.

INDEX

PART I. FINANCIAL INFORMATION		3	3
ITEM 1. FINANCIAL STATEMENTS (Unaudited)		3
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)		3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		23
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		24
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		32
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		35
ITEM 4. CONTROLS AND PROCEDURES		32
ITEM 4.	CONTROLS AND PROCEDURES		35
PART II. OTHER INFORMATION		34	37
ITEM 1. LEGAL PROCEEDINGS		34
ITEM 1.	LEGAL PROCEEDINGS		37
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		34
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		37
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		34
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		37
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		34
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		37
ITEM 5. OTHER INFORMATION		34
ITEM 5.	OTHER INFORMATION		37
ITEM 6. EXHIBITS		35
ITEM 6.	EXHIBITS		38
EX-3.1
EX-31.1
EX-31.2
EX-32.1
EX-101

PART 1— – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CONDITION

	(Unaudited)
	(Unaudited)June 30, 2012			December 31, 2011
	March 31,			December 31,
	2012			2011
Assets
Cash and cash equivalents
Cash	$	1117,~~436~~114,~~761~~837		$	4,693,585
Federal funds sold		—			—
Total cash and cash equivalents		1117,~~436~~114,~~761~~837			4,693,585
Securities, available for sale (Note 2)		43,~~513~~932,~~638~~096			4,594,761
Federal home loan bank stock		~~169~~218,~~900~~100			169,900
Loans held for sale		~~199,479~~—			2,484,829
Loans (Note 3)
Total portfolio loans		~~106~~113,~~628~~074,~~134~~270			106,297,926
Less: allowance for loan losses		(1,~~594~~644,350	)		(1,574,350	)
Net portfolio loans		~~105~~111,~~033~~429,~~784~~920			104,723,576
Premises & equipment		1,~~350~~327,~~946~~169			1,395,187
Bank-owned Life Insurance		2,~~121~~141,~~566~~791			2,100,000
Interest receivable and other assets		3,~~837~~687,~~097~~380			4,235,623
Total assets	$	~~128~~139,~~663~~851,~~171~~293		$	124,397,461
Liabilities and Shareholders’ Equity
Deposits (Note 4)
Non-interest bearing	$	1820,~~750,~~714,602		$	19,662,283
Interest bearing		93101,~~023~~935,~~218~~329			88,015,546
Total deposits		~~111~~122,~~773~~649,~~932~~931			107,677,829
Interest payable and other liabilities		~~592~~655,~~595~~566			755,090
Total liabilities		~~112~~123,~~366~~305,~~527~~497		$	108,432,919
Shareholders’ equity
Shareholders’ equity (Note 10)
Senior non-cumulative perpetual preferred stock series D
$1,000 liquidation value per share, 1%
Authorized, issued and outstanding – 4,621 shares		4,621,000			4,621,000
Common stock, no par value
Authorized – 4,500,000 shares
Issued and outstanding – 1,812,662 shares		17,066,618			17,066,618
Issued and outstanding – 1,824,662 and 1,812,662 shares, respectively		17,105,618			17,066,618
Additional paid in capital		493,154			493,154
Accumulated deficit		(5,~~975~~767,~~004~~185	)		(6,311,398	)
Accumulated other comprehensive income		9093,~~876~~209			95,168
Total shareholders’ equity		16,~~296~~545,~~644~~796			15,964,542
Total liabilities and shareholders’ equity	$	~~128~~139,~~663~~851,~~171~~293		$	124,397,461

See accompanying notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the three months endedMarch 31,
	For the three months endedJune 30,				For the six months endedJune 30,
	2012		2011		2012		2011
Interest Income
Interest and fees on loans	$	1,~~592~~690,~~317~~514	$	1,~~555~~534,~~809~~244	$	3,282,831	$	3,090,053
Interest on securities		25,~~696~~252		2724,~~911~~811		50,948		52,722
Interest on fed funds and bank balances		3,~~414~~176		45,~~631~~733		6,590		10,364
Total interest income		1,~~621~~718,~~427~~942		1,~~588~~564,~~351~~788		3,340,369		3,153,139
Interest Expense
Interest on deposits		~~227~~223,~~557~~390		~~314~~313,~~055~~877		450,947		627,932
Interest on fed funds and short-term borrowings		64—		~~14,509~~—		64		14,509
Total interest expense		~~227~~223,~~621~~390		~~328~~313,~~564~~877		451,011		642,441
Net Interest Income		1,~~393~~495,~~806~~552		1,~~259~~250,~~787~~911		2,889,358		2,510,698
Provision for Loan Losses		2050,000		3915,000		70,000		54,000
Net Interest Income After Provision for Loan Losses		1,~~373~~445,~~806~~552		1,~~220~~235,~~787~~911		2,819,358		2,456,698
Non-interest Income
Service charges on deposit accounts		1820,~~798~~499		1112,~~572~~589		39,297		24,161
Mortgage banking activities		~~162~~34,~~828~~039		1147,~~439~~322		196,867		58,761
SBA loan sales		~~121~~26,~~791~~958		~~291~~209,~~294~~439		148,749		500,733
Other Income		~~180~~30,~~572~~130		10,~~804~~814		210,702		21,618
Total non-interest income		~~483~~111,~~989~~626		~~325~~280,~~109~~164		595,615		605,273
Non-interest Expense
Salaries and employee benefits		~~761~~640,~~670~~169		~~582~~643,~~017~~368		1,401,839		1,225,385
Occupancy expense		~~119~~114,~~731~~936		~~118~~125,~~102~~583		234,667		243,685
Equipment expense		4951,~~152~~127		3542,~~400~~188		100,279		77,588
Advertising and public relations		4247,~~594~~874		3644,~~046~~697		90,468		80,743
Data processing expense		5958,~~002~~039		4960,~~013~~560		117,041		109,573
Professional fees		~~117~~159,~~034~~267		~~111~~145,~~524~~916		276,301		257,440
Loan origination expense		6938,~~012~~044		2622,~~369~~681		107,056		49,050
Regulatory assessments		2523,~~260~~715		4833,~~426~~901		48,975		82,327
Other expenses		9583,~~040~~059		7687,~~519~~625		178,099		164,144
Total non-interest expense		1,~~338~~216,~~495~~230		1,~~083~~206,~~416~~519		2,554,725		2,289,935
Net Income Before Federal Income Tax		~~519~~340,~~300~~948		~~462~~309,~~480~~556		860,248		772,036
Federal income tax expense		~~171~~111,~~353~~298		—		282,651		—
Net Income		~~347~~229,~~947~~650		~~462~~309,~~480~~556		577,597		772,036
Dividend on senior preferred stock		1121,~~553~~831		44,~~083~~082		33,384		88,165
Accretion of discount on preferred stock		—		4,100		—		8,200
Net Income Applicable to Common Shareholders	$	~~336~~207,~~394~~819	$	~~414~~261,~~297~~374	$	544,213	$	675,671
Basic and Diluted Income per Share	$	0.1911	$	0.2315	$	0.30	$	0.38
Average Shares Outstanding		1,~~812~~816,~~662~~222		1,800,000		1,814,442		1,800,000

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2012			2011			2012			2011
Net income applicable to common shareholders	$	~~336~~207,~~394~~819		$	~~414~~261,~~297~~374		$	544,213		$	675,671
Other comprehensive income (loss), net of applicable taxes
Change in value of investments available for sale		(42,~~292~~333	)		~~(737~~27,804	)		(1,959	)		27,067
Comprehensive income	$	~~332~~210,~~102~~152		$	~~413~~289,~~560~~178		$	542,254		$	702,738

See accompanying notes to consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

	Three Months EndedMarch 31,
	Six Months EndedJune 30,
Total Shareholders’ Equity	2012			2011
	2012			2011
Total Shareholders’ Equity
Balance at beginning of period	$	15,964,542		$	10,985,525
Net income		~~347~~577,~~947~~597			~~462~~772,~~480~~036
Net change in unrealized gains on securities available for sale		(41,~~292~~959	)		~~(737~~27,067	)
Preferred dividends		(11,553	)		(44,083	)
Stock Awards		39,000			—
Balance at end of period	$	16,296,644		$	11,403,185
Preferred dividends		(33,384	)		(88,165	)
Balance at end of period	$	16,545,796		$	11,696,463

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Three Months EndedMarch 31,
	For the Six Months EndedJune 30,
	2012			2011
Cash flows from operating activities
Net income	$	~~347~~577,~~947~~597		$	~~462~~772,~~480~~036
Provision for loan losses		20,000			39,000
Stock awards		39,000			—
Gain on sale of loans		(162,828	)		(8,697	)
Provision for loan losses		70,000			54,000
Proceeds for sales of loans originated for sale		7,012,578			436,197
Gain on sale of loans		(196,867	)		(58,761	)
Loans originated for sale		(4,564,400	)		(105,000	)
Proceeds for sales of loans originated for sale		8,476,596			2,209,009
Accretion of securities		1,486			(1,576	)
Loans originated for sale		(5,794,900	)		(2,620,957	)
Depreciation expense		54,696			43,669
Discount (Accretion) of securities		2,587			(2,234	)
Deferred income taxes		171,353			—
Depreciation expense		107,977			95,117
Net decrease (increase) in other assets		207,818			(24,137	)
Deferred income taxes		282,651			—
Net (decrease) in other liabilities		(162,495	)		(99,863	)
Net decrease (increase) in other assets		224,810			(385,251	)
Net cash provided by operating activities		2,926,155			742,073
Net (decrease) in other liabilities		(99,524	)		(27,177	)
Net cash provided by operating activities		3,689,927			35,782
Cash flows from investing activities
Net change in portfolio loans		(~~330~~6,~~208~~776,344	)		2300,~~173,575~~098
Purchase of securities		(1,~~001~~049,~~000~~200	)		—(9,700	)
Proceeds from calls or maturities of securities		1,~~000~~500,000			—200,000
Principal payments on securities		74158,~~134~~109			5077,~~189~~617
Purchases of premises and equipment		(1039,~~455~~959	)		(~~119~~216,~~585~~014	)
Net cash (used in) provided by investing activities		(~~267~~6,~~529~~207,394	)		2352,~~104,179~~001
Cash flows from financing activities
Increase in deposits		414,~~096~~972,103			79,~~337~~054,~~501~~747
Net change in short term borrowings		—			(1,469,095	)
Dividend on senior preferred stock		(1133,~~553~~384	)		(4488,~~083~~165	)
Net cash provided by financing activities		414,~~084~~938,~~550~~719			57,~~824~~497,~~323~~487
Increase in cash and cash equivalents		612,~~743~~421,~~176~~252			87,~~670~~885,~~575~~270
Cash and cash equivalents – beginning of period		4,693,585			5,366,304
Cash and cash equivalents – end of period	$	1117,~~436~~114,~~761~~837		$	1413,~~036~~251,~~879~~574
Supplemental Information:
Interest paid	$	~~229~~456,~~396~~986		$	~~642~~675,~~745~~006
Income tax paid		—			—
Loans transferred to other real estate		—			—297,806

See accompanying notes to consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Summary of Significant Accounting Policies

Basis of Statement Presentation

The accompanying unaudited consolidated interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) with the instructions to Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements are not included herein. The interim financial statements should be read in conjunction with the financial statements of Birmingham Bloomfield Bancshares, Inc. (the “Corporation”) and the notes thereto included in the Corporation’s annual report on Form 10-K for the year ended December 31, 2011.

All adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for a fair presentation of financial position, results of operations, and cash flows, have been made. The results of operations for the three ~~months~~and ~~ended~~six ~~March~~month periods ended June 3130, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

Principles of Consolidation

The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiary the Bank of Birmingham (the “Bank”). All significant intercompany balances and transactions have been eliminated in consolidation.

Changes in Significant Accounting Policies

Comprehensive Income -– In June 2011, the FASB issued ASU 2011-05 “Presentation of Comprehensive Income”. This standard requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but continuous statements. This standard eliminates the option to present the components of other comprehensive income as part of the statement of equity. This standard is effective for fiscal years and interim periods with those years beginning after December 15, 2011. The implementation of this standard will only change the presentation of comprehensive income; it will not have an impact on the Company’s financial position or results of operations. This guidance was adopted in the first quarter of 2012 with no impact to the financial statements.

Note 2 – Securities

The amortized cost and estimated fair value of securities, with gross unrealized gains and losses, follows (000s omitted):

			Gross		Gross			Estimated
June 30, 2012	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses			EstimatedFairValue
	Amortized		Unrealized		Unrealized			Fair
U. S. Government agency securities	$	1,846	$	12	$	—		$	1,858
March 31, 2012	Cost		Gains		Losses			Value
Municipal securities		705		19		—			724
U. S. Government agency securities	$	2,347	$	10	$	(7	)	$	2,350
Mortgage backed securities		990		97		—			1,087
Municipal securities		707		16		(3	)		720
Corporate bonds		250		13		—			263
Mortgage backed securities		1,072		106		—			1,178
Sub-Total Available for Sale	$	3,791	$	141	$	—		$	3,932
Corporate bonds		250		16		—			266
FHLB Stock		218		—		—			218
Sub-Total Available for Sale	$	4,376	$	148	$	(10	)	$	4,514
Total Securities	$	4,009	$	141	$	—		$	4,150
FHLB Stock		170		—		—			170
Total Securities	$	4,546	$	148	$	(10	)	$	4,684
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
December 31, 2011	Cost		Gains		Losses			Value
U. S. Government agency securities	$	2,347	$	9	$	(2	)	$	2,354
Municipal securities		709		16		(4	)		721
Mortgage backed securities		1,145		113		—			1,258
Corporate bonds		250		12		—			262
Sub-Total Available for Sale	$	4,451	$	150	$	(6	)	$	4,595
FHLB Stock		170		—		—			170
Total Securities	$	4,621	$	150	$	(6	)	$	4,765

As of March 31, 2012 and December 31, 2011, all securities are classified as available for sale. Unrealized gains and losses within the investment portfolio are determined to be temporary. The Bank has performed an analysis of the portfolio for other than temporary impairment and concluded no losses are required to be recognized. Management has no specific intent to sell any securities and it is not more likely than not the Bank will be required to sell any securities before recovery of the cost basis. Management expects to collect all amounts due according to the contractual terms of the security. The unrealized losses reported in the Bank’s investment portfolio are the result of changes in interest rates and the Bank expects to recover the amortized cost of the investment. The Corporation had four individual securities with unrealized losses totaling $10,000 while there were three individual securities with gross unrealized losses totaling $6,000 at December 31, 2011.


December 31, 2011	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U. S. Government agency securities	$	2,347	$	9	$	(2	)	$	2,354
Municipal securities		709		16		(4	)		721
Mortgage backed securities		1,145		113		—			1,258
Corporate bonds		250		12		—			262

Sub-Total Available for Sale	$	4,451	$	150	$	(6	)	$	4,595
FHLB Stock		170		—		—			170

Total Securities	$	4,621	$	150	$	(6	)	$	4,765

AtAs ~~March~~of June 3130, 2012 and December 31, 2011, all securities ~~with~~are aclassified ~~market~~as ~~value~~available offor $3sale excluding the FHLB stock.5 ~~million~~Unrealized gains and $3losses within the investment portfolio are determined to be temporary.6 ~~million,~~The ~~respectively,~~Bank ~~were~~has performed an analysis of the portfolio for other than temporary impairment and concluded no losses are required to be recognized. ~~pledged~~Management has no specific intent to ~~the~~sell ~~Federal~~any ~~Home~~securities ~~Loan~~and it is not more likely than not the Bank will be required to sell any securities before recovery of ~~Indianapolis~~the ascost ~~collateral~~basis. Management expects to ~~access~~collect ~~funding~~all amounts due according to the contractual terms of the security. The Corporation had no securities with unrealized losses at June 30, 2012 and a total of $6,000 in gross unrealized losses related to three individual securities at December 31, 2011.

At June 30, 2012 and December 31, 2011, securities with a market value of $2.9 million and $3.6 million, respectively, were pledged to the Federal Home Loan Bank of Indianapolis as collateral to access funding.

Federal Home Loan Bank stock is restricted and can only be sold back to the Federal Home Loan Bank. The carrying value of the stock approximates its fair value.

The amortized cost and estimated fair value of all securities at ~~March~~June 3130, 2012, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties. The contractual maturities of securities are as follows (000s omitted):

	Amortizedcost		Estimatedfair value
Due in one year or less	$	~~1,000~~750	$	~~999~~754
Due in one year through five years		3,~~160~~041		3,~~268~~178
Due in five years through ten years		~~216~~—		~~247~~—
Due after ten years		—		—
Total	$	43,~~376~~791	$	43,~~514~~932

Note 3 – Loans

A summary of the portfolio loan balances as of ~~March~~June 3130, 2012 and December 31, 2011 is as follows (000s omitted):

	March 31,			December 31,
	June 30,			December 31,
	2012			2011
Mortgage loans on real estate:
Residential 1 to 4 family	$	67,~~394~~254		$	4,005
Multifamily		14,~~413~~923			14,508
Commercial		4954,~~972~~005			50,426
Construction		~~2,967~~671			2,541
Second mortgage		~~110~~108			112
Equity lines of credit		10,~~468~~619			11,119
Total mortgage loans on real estate		8487,~~324~~580			82,711
Commercial loans		2124,~~456~~576			22,512
Consumer installment loans		~~917~~1,000			1,141
Total loans		~~106~~113,~~697~~156			106,364
Less: Allowance for loan losses		(1,~~594~~644	)		(1,574	)
Net deferred loan fees		(6982	)		(66	)
Net loans	$	~~105~~111,~~034~~430		$	104,724

Note 3 – Loans – Continued

An analysis of the allowance for loan losses for the ~~year~~three toand ~~date~~six ~~period~~month periods ended ~~March~~June 3130, 2012 and 2011 (000s omitted):

Three months ended ~~March~~June 3130, 2012

				Home
	Commercial			Home Equity			Residential			Consumer			Total
Allowance for Loan Losses	~~Commercial~~			~~Equity~~			~~Residential~~			~~Consumer~~			~~Total~~
Beginning balance	$	1,~~142~~160		$	~~416~~407		$	1021		$	6		$	1,~~574~~594
Charge-offs		—			—			—			—			—
Recoveries		—			—			—			—			—
Provision		18145			(9100	)		115			—			2050
Ending balance	$	1,~~160~~305		$	~~407~~307		$	2126		$	6		$	1,~~594~~644
Percent of principal balance		1.2634	%		43.4429	%		0.51	%		0.5652	%		1.5045	%
Ending balance: individually evaluated for impairment	$	~~115~~318		$	~~212~~184		$	—		$	—		$	~~327~~502
Ending balance: collectively evaluated for impairment	$	~~1,045~~987		$	~~195~~123		$	2126		$	6		$	1,~~267~~142
Portfolio Loans
Ending unpaid principal balance	$	9297,~~307~~538		$	9,~~162~~334		$	45,~~149~~124		$	1,~~079~~160		$	~~106~~113,~~697~~156
Ending unpaid principal balance: individually evaluated for impairment	$	~~699~~1,629		$	590		$	—		$	—		$	12,~~289~~219
Ending unpaid principal balance: collectively evaluated for impairment	$	9195,~~608~~909		$	8,~~572~~744		$	45,~~149~~124		$	1,~~079~~160		$	~~105~~110,~~408~~937

Three months ended ~~March 31~~June 30, 2011

				Home
	Commercial			Home Equity			Residential			Consumer			Total
Allowance for Loan Losses	~~Commercial~~			~~Equity~~			~~Residential~~			~~Consumer~~			~~Total~~
Beginning balance	$	1,~~070~~113		$	~~352~~350		$	14		$	1210		$	1,~~448~~487
Charge-offs		—			—			—			—			—
Recoveries		—			—			—			—			—
Provision		4318			(21	)		—(5	)		(23	)		3915
Ending balance	$	1,~~113~~131		$	~~350~~349		$	149		$	1013		$	1,~~487~~502
Percent of principal balance		1.2928	%		3.4757	%		1.2218	%		1.23	%		1.5150	%
Ending balance: individually evaluated for impairment	$	56		$	212		$	—		$	—		$	268
Ending balance: collectively evaluated for impairment	$	1,~~057~~075		$	~~138~~137		$	149		$	1013		$	1,~~219~~234
Portfolio Loans
Ending unpaid principal balance	$	8688,~~233~~563		$	109,~~099~~771		$	~~1,145~~760		$	~~811~~1,063		$	98100,~~288~~157
Ending unpaid principal balance: individually evaluated for impairment	$	699		$	~~888~~590		$	—		$	—		$	1,~~587~~289
Ending unpaid principal balance: collectively evaluated for impairment	$	8587,~~534~~864		$	9,~~211~~181		$	~~1,145~~760		$	~~811~~1,063		$	9698,~~701~~868

Note 3 – Loans -– ~~continued~~Continued

Six months ended June 30, 2012


	Commercial			Home Equity			Residential			Consumer			Total
Allowance for Loan Losses
Beginning balance	$	1,142		$	416		$	10		$	6		$	1,574
Charge-offs		—			—			—			—			—
Recoveries		—			—			—			—			—
Provision		163			(109	)		16			—			70

Ending balance	$	1,305		$	307		$	26		$	6		$	1,644
Percent of principal balance		1.34	%		3.29	%		0.51	%		0.52	%		1.45	%

Ending balance: individually evaluated for impairment	$	318		$	184		$	—		$	—		$	502

Ending balance: collectively evaluated for impairment	$	987		$	123		$	26		$	6		$	1,142

Portfolio Loans
Ending unpaid principal balance	$	97,538		$	9,334		$	5,124		$	1,160		$	113,156

Ending unpaid principal balance: individually evaluated for impairment	$	1,629		$	590		$	—		$	—		$	2,219

Ending unpaid principal balance: collectively evaluated for impairment	$	95,909		$	8,744		$	5,124		$	1,160		$	110,937

Six months ended June 30, 2011


	Commercial			Home Equity			Residential			Consumer			Total
Allowance for Loan Losses
Beginning balance	$	1,070		$	352		$	14		$	12		$	1,448
Charge-offs		—			—			—			—			—
Recoveries		—			—			—			—			—
Provision		61			(3	)		(5	)		1			54

Ending balance	$	1,131		$	349		$	9		$	13		$	1,502
Percent of principal balance		1.28	%		3.57	%		1.18	%		1.23	%		1.50	%

Ending balance: individually evaluated for impairment	$	56		$	212		$	—		$	—		$	268

Ending balance: collectively evaluated for impairment	$	1,075		$	137		$	9		$	13		$	1,234

Portfolio Loans
Ending unpaid principal balance	$	88,563		$	9,771		$	760		$	1,063		$	100,157

Ending unpaid principal balance: individually evaluated for impairment	$	699		$	590		$	—		$	—		$	1,289

Ending unpaid principal balance: collectively evaluated for impairment	$	87,864		$	9,181		$	760		$	1,063		$	98,868

Note 3 – Loans – continued

Management uses a loan rating system to identify the inherent risk associated with portfolio loans. Loan ratings are based on a subjective definition that describes the conditions present at each level of risk and identifies the important aspect of each loan. The Bank currently uses a 1 to 8 grading scale for commercial loans. Each loan grade corresponds to a specific qualitative classification. All other consumer and mortgage loan types are not graded using the risk rating scale but are internally rated based on various credit quality characteristics using the same qualitative classification. The risk rating classifications included: pass, special mention, substandard, doubtful and loss.

Loans risk-rated as special mention, are considered criticized loans, exhibiting some potential credit weakness that requires additional attention by management and are maintained on the internal watch list and monitored on a regular basis. Loans risk-rated as substandard or higher are considered classified loans exhibiting well-defined credit weakness and are recorded on the problem loan list and evaluated more frequently. The Bank’s credit administration function is designed to provide increased information on all types of loans to identify adverse credit risk characteristics in a timely manner. Total criticized and classified loans increased ~~modestly~~ to $1316,~~901~~024,000 at ~~March~~June 3130, 2012 from $13,821,000 at December 31, 2011. The ~~change was the result of an~~ increase ~~totaling $14,000 in special mention loans and a $66,000 increase in substandard accounts. The increase~~ is isolated to commercial loans and ais ~~function~~the result of ~~the~~deterioration ~~conservative~~in ~~approach~~specific credits identified by ~~credit~~Credit ~~administration~~Administration. ItThe general iscondition ~~not a reflection~~ of ~~a deterioration in~~ the portfolio remains strong. The Bank has no loans in non-accrual status. There were no loans that were risk rated doubtful or loss at ~~March~~June 3130, 2012 or December 31, 2011. Management closely monitors each loan adversely criticized or classified and institutes appropriate measures to eliminate the basis of criticism.

The primary risk elements considered by management regarding each consumer and residential real estate loan are lack of timely payment and loss of real estate values. Management has a reporting system that monitors past due loans and has adopted policies to pursue its creditor’s rights in order to preserve the Bank’s position. The primary risk elements concerning commercial and industrial loans and commercial real estate loans are the financial condition of the borrower, the sufficiency of collateral, and lack of timely payment. Management has a policy of requesting and reviewing periodic financial reporting from its commercial loan customers and verifies existence of collateral and its value.

An analysis of credit quality indicators at ~~March~~ June 3130, 2012 and December 31, 2011 follows (000s omitted):

~~March~~June 3130, 2012

Commercial Loans

Credit Quality	CommercialReal Estate		CommercialTerm		CommercialLOC		CommercialConstruction
1 – pass	$	—	$	—	$	—	$	—18
2 – pass		~~169~~—		8480		—239		—
3 – pass		1516,~~111~~987		53,~~023~~603		45,~~123~~452		~~327~~653
4 – pass		4143,~~881~~254		89,~~586~~122		3,~~368~~052		~~683~~—
5 – special mention		57,~~548~~466		23,~~491~~744		~~501~~1,272		~~1,957~~—
6 – substandard		~~1,422~~694		~~553~~1,382		~~480~~520		—
7 - doubtful		—		—		—		—
7 – doubtful		—		—		—		—
8 - loss		—		—		—		—
8 – loss		—		—		—		—
	$	6468,~~131~~401	$	1617,~~737~~931	$	810,~~472~~535	$	~~2,967~~671

Consumer Loans

Credit Quality	~~Home EquityLOC~~HomeEquityLOC		ResidentialMortgage		~~Home EquityTerm~~HomeEquityTerm		ConsumerInstallment		ConsumerLOC
Pass	$	8,~~230~~402	$	45,~~039~~016	$	~~110~~108	$	~~415~~435	$	~~647~~711
Special mention		342		—		—		1714		—
Substandard		590		—		—		—		—
Doubtful		—		—		—		—		—
Loss		—		—		—		—		—
	$	9,~~162~~334	$	45,~~039~~016	$	~~110~~108	$	~~432~~449	$	~~647~~711

1213

Note 3 – Loans -– continued

December 31, 2011

Commercial Loans


Credit Quality	Commercial Real Estate		Commercial Term		Commercial LOC		Commercial Construction
1 – pass	$	—	$	—	$	—	$	—
2 – pass		217		89		—		—
3 – pass		16,023		3,793		4,644		—
4 – pass		41,184		8,754		5,248		683
5 – special mention		5,586		2,524		511		1,858
6 – substandard		1,426		598		365		—
7 - doubtful		—		—		—		—
8 - loss		—		—		—		—

	$	64,436	$	15,758	$	10,768	$	2,541

Consumer Loans

Credit Quality	~~Home EquityLOC~~HomeEquityLOC		ResidentialMortgage		~~Home EquityTerm~~HomeEquityTerm		ConsumerInstallment		ConsumerLOC
Pass	$	8,686	$	1,828	$	111	$	583	$	700
Special mention		343		—		—		20		—
Substandard		590		—		—		—		—
Doubtful		—		—		—		—		—
Loss		—		—		—		—		—
	$	9,619	$	1,828	$	111	$	603	$	700

A loan is considered a troubled debt restructuring (“TDR”) if the Bank for economic or legal reasons related to the borrower’s financial condition grants a concession to the debtor that the Bank would not otherwise consider. TDRs represent loans where the original terms of the agreement have been modified to provide relief to the borrower and are individually evaluated for impairment. The ~~Bank~~loans ~~had~~continue ~~one loan classified as a TDR at March 31, 2012 and December 31, 2011. The loan continues~~ to perform according to the modified contractual terms.

Information regarding modified loans as of ~~March~~June 3130, 2012 and December 31, 2011 (000s omitted):

March 31, 2012


June 30, 2012	Number of Contracts		Pre- Modification Investment		Post- Modification Investment
Troubled Debt Restructuring	Number of Contracts		Pre- Modification Investment		Post- Modification Investment
Commercial Real Estate		1	$	699	$	699
Commercial Term		1	$	60	$	60
Commercial LOC		—		—		—
Construction		—		—		—
Home Equity		—		—		—
Residential Mortgage		—		—		—
Consumer		—		—		—

December 31, 2011

Troubled Debt Restructuring
Commercial Real Estate		1	$	699	$	699
Commercial Term		—		—		—
Commercial LOC		—		—		—
Construction		—		—		—
Home Equity		—		—		—
Residential Mortgage		—		—		—
Consumer		—		—		—

Troubled Debt Restructuring	Number ofContracts		Pre-ModificationInvestment		Post-ModificationInvestment
Commercial Real Estate		1	$	699	$	699
Commercial Term		—		—		—
Commercial LOC		—		—		—
Construction		—		—		—
Home Equity		—		—		—
Residential Mortgage		—		—		—
Consumer		—		—		—
December 31, 2011
Troubled Debt Restructuring
Commercial Real Estate		1	$	699	$	699
Commercial Term		—		—		—
Commercial LOC		—		—		—
Construction		—		—		—
Home Equity		—		—		—
Residential Mortgage		—		—		—
Consumer		—		—		—

Note 3 – Loans -– continued

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect all principal and interest payments according to the contractual terms of the loan agreement. Characteristics considered by management in determining impairment include delinquency status, collateral value, and known factors adversely affecting the ability of the borrower to satisfy the terms of the agreement. When an individual loan is classified as impaired, the Corporation measures impairment using (1) the present value of expected cash flows discounted at the loans effective interest rate, (2) the loans observable market price, or (3) the fair value of the collateral. The method used is determined on a loan by loan basis, except for a collateral dependent loan. All collateral dependent loans are required to be measured using the fair value of collateral method. If the value of an impaired loan is less than the recorded investment in the loan an impairment reserve is recognized. All modified loans are considered impaired.

Large groups of homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures, except if modified and considered to be a troubled debt restructuring.

Information regarding impaired loans at ~~March~~June 3130, 2012; December 31, 2011; and ~~March 31~~June 30, 2011 (000s omitted):

	RecordedInvestment		UnpaidPrincipal		Allowance		AverageInvestment		Year to DateInterestRecognized
June 30, 2012									Year to DateInterestRecognized
March 31, 2012
	RecordedInvestment		UnpaidPrincipal		Allowance		AverageInvestment
Impaired loans
Allowance recorded:
Loans with no related allowance recorded:
Commercial Real Estate	$	699	$	699	$	115	$	699	$	14
Commercial Term	$	935	$	935	$	—	$	935	$	31
Home Equity Line of Credit	$	590	$	590	$	212	$	590	$	7
Loans with allowance recorded:
Total:
Commercial Real Estate	$	694	$	694	$	318	$	697	$	18
Commercial	$	699	$	699	$	115	$	699	$	14
Home Equity Line of Credit	$	590	$	590	$	184	$	590	$	15
Home Equity	$	590	$	590	$	212	$	590	$	7
Total loans:
Commercial	$	1,629	$	1,629	$	318	$	1,632	$	49
Home Equity	$	590	$	590	$	184	$	590	$	15
December 31, 2011
Impaired loans
Allowance recorded:
Loans with allowance recorded:
Commercial Real Estate	$	699	$	699	$	115	$	699	$	35
Home Equity Line of Credit	$	590	$	590	$	~~211~~212	$	590	$	29
Total:
Total loans:
Commercial	$	699	$	699	$	115	$	699	$	35
Home Equity	$	590	$	590	$	~~211~~212	$	590	$	29
March 31, 2011
June 30, 2011
Impaired loans
No related allowance recorded:
Loans with allowance recorded:
Home Equity Line of Credit	$	298	$	298	$	—	$	298	$	—
Commercial Real Estate	$	699	$	699	$	56	$	699	$	18
Allowance recorded:
Home Equity Line of Credit	$	590	$	590	$	212	$	590	$	15
Commercial Real Estate	$	699	$	699	$	56	$	675	$	4
Total loans:
Home Equity Line of Credit	$	590	$	590	$	212	$	378	$	7
Commercial	$	699	$	699	$	56	$	699	$	18
Total:
Home Equity	$	590	$	590	$	212	$	590	$	15
Commercial	$	699	$	699	$	56	$	675	$	4
Home Equity	$	888	$	888	$	212	$	676	$	7

Note 3 – Loans - continued

As of March 31, 2012 loans totaling $2,000 were more than 30 days past due while at December 31, 2011 loans representing $4,000 were more than 30 days past due. There were no nonperforming loans, which represents non-accruing loans and loans past due 90 days or more and still accruing interest, at March 31, 2012 and December 31, 2011. Loans are placed in non-accrual status when, in the opinion of management, uncertainty exists as to the ultimate collection of principal and interest. Commercial loans are reported as being in non-accrual status if: (a) they are maintained on a cash basis because of deterioration in the financial position of the borrower, (b) payment in full of interest or principal is not expected, or (c) principal or interest has been in default for a period of 90 days or more. If it can be documented that the loan obligation is both well secured and in the process of collection, the loan may remain on accrual status. However, if the loan is not brought current before becoming 120 days past due, the loan is reported as non-accrual. A non-accrual asset may be restored to accrual status when none of its principal or interest is due and unpaid, when it otherwise becomes well secured, or is in the process of collection.

Information regarding past due loans at March 31, 2012 and December 31, 2011 follows (000s omitted):

March 31, 2012	Loans past due						TotalPast Due				TotalLoans		Non-Accrual		>90 daysAccruing
	30 – 59		60 - 90		Over 90				Current
Commercial real estate	$	—	$	—	$	—	$	—	$	64,131	$	64,131	$	—	$	—
Commercial term		—		—		—		—		16,737		16,737		—		—
Commercial LOC		—		—		—		—		8,472		8,472		—		—
Construction		—		—		—		—		2,967		2,967		—		—
Home equity LOC		—		—		—		—		9,162		9,162		—		—
Residential mortgage		—		—		—		—		4,039		4,039		—		—
Home equity term		—		—		—		—		110		110		—		—
Consumer installment		2		—		—		2		430		432		—		—
Consumer LOC		—		—		—		—		647		647		—		—
	$	2	$	—	$	—	$	2	$	106,695	$	106,697	$	—	$	—

	Loans past due						TotalPast Due				TotalLoans		Non-Accrual		>90 daysAccruing
December 31, 2011	30 –59		60 - 90		Over 90				Current
Commercial real estate	$	—	$	—	$	—	$	—	$	64,436	$	64,436	$	—	$	—
Commercial term		—		—		—		—		15,758		15,758		—		—
Commercial LOC		—		—		—		—		10,768		10,768		—		—
Construction		—		—		—		—		2,541		2,541		—		—
Home equity LOC		—		—		—		—		9,619		9,619		—		—
Residential mortgage		—		—		—		—		1,828		1,828		—		—
Home equity term		—		—		—		—		111		111		—		—
Consumer installment		4		—		—		4		599		603		—		—
Consumer LOC		—		—		—		—		700		700		—		—
	$	4	$	—	$	—	$	4	$	106,360	$	106,364	$	—	$	—

Note 3 – Loans – continued

As of June 30, 2012 there were no loans more than 30 days past due while at December 31, 2011 loans representing $4,000 were more than 30 days past due. There were no nonperforming loans, which represents non-accruing loans and loans past due 90 days or more and still accruing interest, at June 30, 2012 and December 31, 2011. Loans are placed in non-accrual status when, in the opinion of management, uncertainty exists as to the ultimate collection of principal and interest. Commercial loans are reported as being in non-accrual status if: (a) they are maintained on a cash basis because of deterioration in the financial position of the borrower, (b) payment in full of interest or principal is not expected, or (c) principal or interest has been in default for a period of 90 days or more. If it can be documented that the loan obligation is both well secured and in the process of collection, the loan may remain on accrual status. However, if the loan is not brought current before becoming 120 days past due, the loan is reported as non-accrual. A non-accrual asset may be restored to accrual status when none of its principal or interest is due and unpaid, when it otherwise becomes well secured, or is in the process of collection.

Information regarding past due loans at June 30, 2012 and December 31, 2011 follows (000s omitted):


June 30, 2012	Loans past due						Total Past Due		Current		Total Loans		Non- Accrual		>90 days Accruing
	30 – 59		60 - 90		Over 90		Total Past Due		Current		Total Loans		Non- Accrual		>90 days Accruing
Commercial real estate	$	—	$	—	$	—	$	—	$	68,401	$	68,401	$	—	$	—
Commercial term		—		—		—		—		17,931		17,931		—		—
Commercial LOC		—		—		—		—		10,535		10,535		—		—
Construction		—		—		—		—		671		671		—		—
Home equity LOC		—		—		—		—		9,334		9,334		—		—
Residential mortgage		—		—		—		—		5,016		5,016		—		—
Home equity term		—		—		—		—		108		108		—		—
Consumer installment		—		—		—		—		449		449		—		—
Consumer LOC		—		—		—		—		711		711		—		—

	$	—	$	—	$	—	$	—	$	113,156	$	113,156	$	—	$	—


	Loans past due						Total Past Due		Current		Total Loans		Non- Accrual		>90 days Accruing
December 31, 2011	30 – 59		60 - 90		Over 90		Total Past Due		Current		Total Loans		Non- Accrual		>90 days Accruing
Commercial real estate	$	—	$	—	$	—	$	—	$	64,436	$	64,436	$	—	$	—
Commercial term		—		—		—		—		15,758		15,758		—		—
Commercial LOC		—		—		—		—		10,768		10,768		—		—
Construction		—		—		—		—		2,541		2,541		—		—
Home equity LOC		—		—		—		—		9,619		9,619		—		—
Residential mortgage		—		—		—		—		1,828		1,828		—		—
Home equity term		—		—		—		—		111		111		—		—
Consumer installment		4		—		—		4		599		603		—		—
Consumer LOC		—		—		—		—		700		700		—		—

	$	4	$	—	$	—	$	4	$	106,360	$	106,364	$	—	$	—

Note 4 – Deposits

Deposits are summarized as follows (000s omitted):

	March 31, 2012					December 31, 2011
	June 30, 2012					December 31, 2011
	Balance		Percentage			Balance		Percentage
Noninterest bearing demand	$	1820,~~751~~715		16.7889	%	$	19,662		18.26	%
NOW accounts		89,~~894~~751		7.9695	%		8,040		7.47	%
Money market		810,~~868~~335		78.9343	%		6,622		6.15	%
Savings		17,~~827~~317		1514.9512	%		18,188		16.89	%
Time deposits under $100,000		109,~~773~~757		97.6496	%		11,469		10.65	%
Time deposits over $100,000		4243,~~127~~545		3735.6949	%		43,697		40.58	%
Brokered deposits		411,~~534~~230		49.0516	%		—		0.00	%
Total deposits	$	~~111~~122,~~774~~650		100.0	%	$	107,678		100.0	%

At ~~March~~June 3130, 2012, the scheduled maturities of time and brokered deposits are as follows (000s omitted):

<$100,000

>$100,000

Total

2012

61,~~823~~715

157,~~284~~050

228,~~107~~765

2013

2,~~119~~686

18,~~083~~660

2021,~~202~~346

2014

14,~~244~~474

510,~~527~~568

615,~~771~~042

2015

~~124~~170

48,~~187~~817

48,~~311~~987

2016

~~463~~465

15,~~914~~574

26,~~377~~039

Thereafter

—247

14,~~666~~106

14,~~666~~353

Total

109,~~773~~757

4654,~~661~~775

5764,~~434~~532

Note 5 – Loan Servicing

Loans serviced for others are not included in the accompanying consolidated financial statements. The unpaid principal balance of loans serviced for others was $11,~~239~~440,~~688~~904 and $10,457,902 at ~~March 31~~June 30, 2012 and December 31, 2011, respectively. Unamortized cost of loan servicing rights included in accrued interest receivable and other assets on the consolidated balance sheet, for the periods ended ~~March 31~~June 30, 2012 and December 31, 2011 are shown below.:

	March 31,2012		December 31,2011
	June 30,2012		December 31,2011
Balance, beginning of period	$	123,820	$	—
Amount capitalized		24,066		129,783
Amount amortized		25,~~717~~486		5,963
Balance, end of period	$	~~145~~142,~~169~~400	$	123,820

1617

Note 6 – Leases and Commitments

The Corporation has entered into a lease agreement for its main office facility. Payments began in February 2005 and the initial term of the lease expires in October 2015. In October 2007, the Corporation exercised its first renewal option on the property which expires in October 2025. The main office lease has one additional ten year renewal option. In March 2011, a new one year lease was signed for additional office space in the building adjacent to the main office. During the first quarter of 2012, the Corporation renewed the lease for an additional three year period.

Rent expense ~~under these agreements~~ was $67,000 and $6473,000 for the three month period ended ~~March~~June 3130, 2012 and 2011, respectively. Rent expense was $134,000 and $137,000 for the six month period ended June 30, 2012 and 2011, respectively.

The following is a schedule of future minimum rental payments under operating leases on a calendar year basis:

2012	$	~~202~~135,~~466~~000
2013		274,~~378~~000
2014		279,~~190~~000
2015		~~257~~258,~~566~~000
2016		~~253~~254,~~721~~000
Thereafter		2,473,~~080~~000
Total	$	3,~~740~~673,~~401~~000

Note 7 – Fair Value of Financial Instruments

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Corporation’s various financial instruments. 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. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. FASB ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Corporation.

The following methods and assumptions were used by the Corporation in estimating fair value disclosures for financial instruments:

Cash and Cash Equivalents -– The carrying values of cash and cash equivalents approximate fair values.

Securities- – Fair values of securities are based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities or other observable inputs.

Loans Receivable – - For variable-rate loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values of nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposit Liabilities -– The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Accrued Interest -– The carrying value of accrued interest approximates fair value.

Other Financial Instruments - The fair value of other financial instruments, including loan commitments and unfunded letters of credit, based on discounted cash flow analyses, is not material.

The carrying values and estimated fair values of financial instruments at March 31, 2012 and December 31, 2011, are as follows (in thousands):

	March 31, 2012				December 31, 2011
			Estimated				Estimated
	CarryingValue		FairValue		CarryingValue		FairValue
Financial assets:
Cash and cash equivalents	$	11,437	$	11,437	$	4,694	$	4,694
Securities available for sale		4,684		4,684		4,764		4,764
Net portfolio loans		105,034		105,483		104,724		104,638
Loans held for sale		199		199		2,485		2,485
Accrued interest receivable		477		477		450		450
Financial liabilities:
Deposits		111,774		112,020		107,678		107,987
Accrued interest payable		59		59		61		61

Note 7 – Fair Value of Financial Instruments (continued)

Other Financial Instruments - The fair value of other financial instruments, including loan commitments and unfunded letters of credit, based on discounted cash flow analyses, is not material.

The carrying values and estimated fair values of financial instruments at June 30, 2012 and December 31, 2011, are as follows (000s omitted):


June 30, 2012
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	17,115	$	17,115	$	17,115	$	—	$	—
Securities available for sale		4,150		4,150		—		4,150		—
Net portfolio loans		111,430		111,872		—		—		111,872
Loans held for sale		—		—		—		—		—
Accrued interest receivable		460		460		—		460		—

Financial liabilities:
Deposits		122,650		122,887		—		122,887		—
Accrued interest payable		55		55		—		55		—

December 31, 2011
	Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	4,694	$	4,694	$	4,694	$	—	$	—
Securities available for sale		4,764		4,764		—		4,764		—
Net portfolio loans		104,724		104,638		—		—		104,638
Loans held for sale		2,485		2,485		—		2,485		—
Accrued interest receivable		450		450		—		450		—

Financial liabilities:
Deposits		107,678		107,987		—		107,987		—
Accrued interest payable		61		61		—		61		—

Note 8 – Fair Value Accounting

Valuation Hierarchy

Accounting standards establish a three-level valuation hierarchy for fair value measurements. The valuation hierarchy prioritizes valuation techniques based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and are the primary method of valuation used by Birmingham Bloomfield Bancshares, Inc. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows.

•

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets which the Corporation can participate.

•

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement, and include inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

Following is a description of the inputs and valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as general classification of those instruments under the valuation hierarchy.

Available-for-sale Securities

Quoted market prices in an active market are used to value securities when such prices are available. Those securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, the fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows using reasonable inputs. Level 2 securities include U.S. Government agency securities, mortgage backed securities, obligations of states and municipalities, and certain corporate securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities, but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. In certain cases where Level 1 or Level 2 inputs are not available, securities would be classified within Level 3 of the hierarchy.

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the valuation hierarchy in which the fair value measurements fall at ~~March~~June 3130, 2012 and December 31, 2011 (000s omitted):

	Level 1		Level 2		Level 3		Fair Value
June 30, 2012
March 31, 2012
	Level 1		Level 2		Level 3		FairValue
U.S. government agency	$	—	$	21,~~350~~858	$	—	$	21,~~350~~858
Municipal securities		—		~~720~~724		—		~~720~~724
Mortgage backed securities		—		1,~~178~~087		—		1,~~178~~087
Corporate bonds		—		~~266~~263		—		~~266~~263
Securities available for sale	$	—	$	43,~~514~~932	$	—	$	43,~~514~~932
December 31, 2011
U.S. government agency	$	—	$	2,354	$	—	$	2,354
Municipal securities		—		721		—		721
Mortgage backed securities		—		1,258		—		1,258
Corporate bonds		—		262		—		262
Securities available for sale	$	—	$	4,595	$	—	$	4,595

1920

Note 8 – Fair Value Accounting – continued

Following is a description of the inputs and valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying consolidated balance sheets, as well as general classification of those instruments under the valuation hierarchy.

Impaired Loans

Loans for which it is probable the Corporation will not collect all principal and interest due according to the contractual terms are measured for impairment. The fair value of impaired loans is estimated using one of three methods; market value, collateral value, or discounted cash flow. Those impaired loans not requiring an allowance represent loans for which the fair value of collateral exceeds the recorded investment. When the fair value of the collateral is based on an observable market price or current appraised value, the impaired loan is classified within Level 2. When a market value is not available or management applies a discount factor to the appraised value, the Corporation records the impaired loan in Level 3.

Other Real Estate Owned (“ORE”)

Loans on which the underlying collateral has been repossessed are adjusted to fair value less costs to sell upon transfer to repossessed assets. Subsequently, repossessed assets are carried at the lower of carrying value or fair value, less anticipated marketing and selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the repossessed asset as a nonrecurring Level 2 valuation. When a market value is not available or management applies a discount factor to the appraised value, the Corporation records the repossessed asset in Level 3.

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a non-recurring basis and the level within the valuation hierarchy in which the fair value measurements fall at ~~March~~June 3130, 2012 and December 31, 2011: (000s omitted):

June 30, 2012
	Balance		Level 1		Level 2		Level 3		Losses
March 31, 2012
Impaired Loans	$	2,219	$	—	$	—	$	2,219	$	—
Impaired Loans	$	1,289	$	—	$	—	$	1,289	$	—
ORE	$	—	$	—	$	—	$	—	$	—
December 31, 2011
Impaired Loans	$	1,289	$	—	$	—	$	1,289	$	—
ORE	$	298	$	—	$	—	$	298	$	—

Note 9– Minimum Regulatory Capital Requirements

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The prompt corrective action regulations provide four classifications, well capitalized, adequately capitalized, undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The Bank was classified as well-capitalized as of March 31, 2012. For the period ended March 31, 2012, the Corporation qualifies for an exemption from regulatory capital requirements due to its asset size.

The Bank’s actual capital amounts and ratios as of March 31, 2012 and December 31, 2011 are presented in the following table (000s omitted):

						For Capital					To be
	Actual					Adequacy Purposes					Well-Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of March 31, 2012
Total risk-based capital
(to risk weighted assets)
Bank of Birmingham	$	14,164		11.4	%	$	9,902		8.0	%		12,377		10.0	%
Tier I capital
(to risk weighted assets)
Bank of Birmingham	$	12,616		10.2	%	$	4,951		4.0	%	$	7,426		6.0	%
Tier I capital
(to average assets)
Bank of Birmingham	$	12,616		10.1	%	$	4,983		4.0	%	$	6,229		5.0	%
As of December 31, 2011
Total risk-based capital
(to risk weighted assets)
Bank of Birmingham	$	13,504		12.0	%	$	9,026		8.0	%	$	11,283		10.0	%
Tier I capital
(to risk weighted assets)
Bank of Birmingham	$	12,091		10.7	%	$	4,513		4.0	%	$	6,770		6.0	%
Tier I capital
(to average assets)
Bank of Birmingham	$	12,091		9.9	%	$	4,866		4.0	%	$	6,083		5.0	%

Note 9 – Minimum Regulatory Capital Requirements

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The prompt corrective action regulations provide four classifications, well capitalized, adequately capitalized, undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The Bank was classified as well-capitalized as of June 30, 2012. For the period ended June 30, 2012, the Corporation qualifies for an exemption from regulatory capital requirements due to its asset size.

The Bank’s actual capital amounts and ratios as of June 30, 2012 and December 31, 2011 are presented in the following table (000s omitted):


						For Capital					To be
	Actual					Adequacy Purposes					Well-Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2012

Total risk-based capital
(to risk weighted assets)
Bank of Birmingham	$	14,532		11.9	%	$	9,758		8.0	%	$	12,198		10.0	%

Tier I capital
(to risk weighted assets)
Bank of Birmingham	$	13,005		10.7	%	$	4,879		4.0	%	$	7,319		6.0	%

Tier I capital
(to average assets)
Bank of Birmingham	$	13,005		9.8	%	$	5,317		4.0	%	$	6,646		5.0	%

As of December 31, 2011

Total risk-based capital
(to risk weighted assets)
Bank of Birmingham	$	13,504		12.0	%	$	9,026		8.0	%	$	11,283		10.0	%

Tier I capital
(to risk weighted assets)
Bank of Birmingham	$	12,091		10.7	%	$	4,513		4.0	%	$	6,770		6.0	%

Tier I capital
(to average assets)
Bank of Birmingham	$	12,091		9.9	%	$	4,866		4.0	%	$	6,083		5.0	%

Note 10 – Shareholders’ Equity

On July 28, 2011, the Corporation fully redeemed from the United States Treasury all of the Preferred Shares associated with the Capital Purchase Program for $3,461,000. The redemption was funded by proceeds from the issuance of Preferred Shares to the U.S. Treasury under the Small Business Lending Fund totaling $4,621,000. As a result of the transaction, the Corporation recorded $46,000 in accelerated accretion on the remaining discount of the Capital Purchase Program Preferred stock during the third quarter of 2011, reducing the amount available to common shareholders. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation” for additional preferred stock discussion.

2223

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

Disclosure Regarding Forward Looking Statements

This report contains forward-looking statements throughout that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation and the Bank. Words such as anticipates, believes, estimates, expects, forecasts, intends, is likely, plans, projects, variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Actual results and outcomes may materially differ from what may be expressed or forecasted in the forward-looking statements. The Corporation undertakes no obligation to update, amend, or clarify forward looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.

Future factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; competitive pressures among depository institutions; interest rate movements and their impact on customer behavior and net interest margin; the impact of re-pricing and competitor’s pricing initiatives on loan and deposit products; the ability to adapt successfully to technological changes to meet customers’ needs and development in the market place; our ability to access cost-effective funding; changes in financial markets; changes in economic conditions in general and particularly as related to the automotive and related industries in the Detroit metropolitan area; new legislation or regulatory changes, including but not limited to changes in federal and/or state tax laws or interpretations thereof by taxing authorities; changes in accounting principles, policies or guidelines; and our future acquisitions of other depository institutions or lines of business. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Corporation and its business, including additional factors that could materially affect the Corporation’s financial results, is included in its filings with the Securities and Exchange Commission.

2324

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

OVERVIEW

The Corporation is a Michigan corporation that was incorporated in 2004 to serve as the holding company for a Michigan state bank, Bank of Birmingham (“the Bank”). The Bank is a full service commercial bank headquartered in Birmingham, Michigan. The Bank serves businesses and consumers across Oakland and Macomb counties with a full range of lending, deposit and internet banking services. The net income of the Corporation is derived primarily from net interest income. Net interest income is the difference between interest earned on the Bank’s loan and investment portfolios and the interest paid on deposits and borrowings. The volume, mix and rate of interest-bearing assets and liabilities determine net interest income.

OPERATIONS

The Corporation’s (and the Bank’s) main office is located at 33583 Woodward Avenue, Birmingham, MI 48009. The building is a free-standing one story office building of approximately 8,300 square feet. The main office lease commenced in October 2005 and the Bank exercised its first renewal option resulting in the lease being extended until October 2025. The main office lease has an additional ten year renewal option. See Note 56 of the Notes to Consolidated Financial Statements regarding additional lease information.

The Bank will continue to focus on the lending, deposit and general banking needs in the community it serves. The profile of products available to customers continues to expand as the Bank offers more options for residential mortgage and commercial customers, including SBA products. The Bank will investigate additional product and service offerings and will consider providing those that will be of benefit to our customers and the Bank.

FINANCIAL CONDITION

The Corporation reported net income applicable to common shareholders of $~~336~~208,000 or $0.1911 per common share for the three month period ended ~~March~~June 3130, ~~2012~~ 2012 compared to net income of $~~414~~261,000 ofor $0.2315 per common share for the ~~first~~second quarter of 2011. For the six months ended June 30, 2012 and 2011, net income applicable to common stock was $544,000 or $0.30 per share and $676,000 or $0.38 per share, respectively. The results for 2012 include the impact of recognizing tax expense not previously required. Excluding the effect of income tax expense of $~~171~~111,000 ~~recognized during~~for the three month period ended June 30, 2012, pre-tax net income before preferred dividends was $~~519~~341,~~300~~000, an increase of 1210.30% from the ~~first~~second quarter of 2011. ~~The~~Pre-tax, ~~improved~~pre-provision ~~performance~~net ~~was~~income for the ~~result~~six ofmonths ~~higher~~ended ~~margins~~June 30, 2012 was $860,000, an increase inof ~~non-interest~~$88,000 ~~income~~or ~~and~~11.4%. aThe ~~reduction~~improved inperformance for the ~~provision~~three ~~expense~~and six month period was the result of higher margins and earning asset growth. This generated a pre-tax, pre-provision return on average assets of 1.7117% and 1.43%, respectively, for the three and six month periods.

Total assets as of ~~March~~June 3130, 2012 were $~~128~~139,~~663~~851,000, an increase $415,~~266~~454,000 from December 31, 2011 and 1017.49% from the ~~first~~second quarter of 2011. The growth was primarily the result of an increase in loan and deposit balances. The Company continues to focus on providing a broad range of product and services to ~~attract~~generate ~~new~~core, ~~customers~~organic ~~and expand existing relationships~~growth.

Cash and Cash Equivalents

Cash and cash equivalents increased $612,~~743~~421,000 to $1117,~~437~~115,000 at ~~March~~June 3130, 2012. The increase was primarily the result of deposit growth ~~combined with~~and ~~proceeds~~a ~~from~~strategic ~~loan~~objective ~~sales~~to ~~and~~maintain ~~maturities~~additional liquidity.

2425

Investments

Total investments decreased $81663,000 to $43,~~514~~932,000 during the ~~three~~six month period ended ~~March~~June 3130, 2012. The net reduction iswas the result of principal payments received on mortgage backed securities. ~~The~~and ~~Corporation~~the ~~purchased~~retirement aof two U.S. Government agency securities totaling $1.05 million. ~~investment~~The ~~during~~Corporation ~~the~~used ~~quarter with~~ the proceeds from athe called ~~security.~~securities ~~The~~to ~~activity~~purchase ~~had~~additional noinvestments ~~net~~totaling ~~impact~~$1.0 onmillion ~~the~~and ~~total~~fund ~~balance~~new ofloan ~~the portfolio~~activity. The Corporation did not hold any held-to-maturity securities as of ~~March~~ June 3130, 2012 or December 31, 2011. The makeup of the Corporation’s investment portfolio evolves with the changing price and risk structure, and liquidity needs of the Corporation.

Management believes that the unrealized gains and losses within the investment portfolio are temporary, since they are a result of market changes, rather than a reflection of credit quality. Management has no specific intent to sell any securities, although the entire investment portfolio is classified as available for sale. The following chart summaries the portfolio by type at ~~March~~ June 3130, 2012 and December 31, 2011 (000s omitted):

	March 31,				December 31,
	June 30,				December 31,
	2012				2011				Change
U.S. Government agency securities	$	21,~~350~~858	5247.03	%	$	2,354	51.2	%	$	(4496	)
Municipal securities		~~720~~724	1618.04	%		721	15.7	%		(13	)
Mortgage backed securities		1,~~178~~087	2627.16	%		1,258	27.4	%		(80171	)
Corporate bonds		~~266~~263	56.97	%		262	5.7	%		41
Total securities	$	43,~~514~~932	100.0	%	$	4,595	100.0	%	$	(81663	)

Loans, Credit Quality and Allowance for Loan Losses

The following table summarizes the mix of the Corporation’s portfolio loans at ~~March~~June 3130, 2012 and December 31, 2011 (000s omitted):

	March 31,2012			December 31,2011			Change
	June 30,2012			December 31,2011			Change
Real estate mortgage	$	8186,~~357~~909		$	80,170		$	16,~~187~~739
Construction		~~2,967~~671			2,541			~~426~~(1,870	)
Commercial and industrial		2124,~~456~~576			22,512			(12,~~056~~064	)
Consumer installment		~~917~~1,000			1,141			(~~224~~141	)
Deferred loan fees and costs		(6982	)		(66	)		(316	)
Total loans	$	~~106~~113,~~628~~074		$	106,298		$	~~330~~6,776

Total portfolio loans increased ~~modestly~~ during the first ~~quarter~~six months of 2012 to $~~106~~113,~~628~~074,000. The growth during the quarter ~~was~~ was concentrated in Real Estate Mortgage and ~~Construction~~Commercial and Industrial loans. The increase was due to focused business development efforts in generating new loan activity and expanding existing relationships. The other loan categories experienced declines as result of scheduled amortization of the portfolio, maturities and principal reduction payments.

The allowance for loan losses ~~increased~~ increased $2070,000 to $1,~~594~~644,000, representing 1.5045% of total loans at ~~March~~June 3130, 2012. The increase was a ~~direct~~combined result of ~~new~~a ~~loan~~net increase in specific reserves on impaired loans and portfolio growth. There were no charge-offs or recoveries recorded for the ~~three~~six months ended ~~March~~June 3130, 2012 and 2011 and the Corporation did not have any nonperforming loans outstanding during ~~both~~the periods presented.

Management evaluates the condition of the loan portfolio on a quarterly basis or more frequently when warranted, to determine the adequacy of the allowance for loans losses. The allowance for loan losses is maintained at a level believed to be adequate to cover losses on individually evaluated loans that are determined to be impaired and on groups of loans with similar risk characteristics that are collectively evaluated for impairment. Estimated credits losses represent the current amount of the loan portfolio that is probable the institution will be unable to collect given the facts and circumstances as of the evaluation date. Management’s evaluation of the allowance is based on consideration of actual loss experience, the present and prospective financial condition of borrowers, adequacy of collateral, industry concentrations within the portfolio, various environmental factors and general economic conditions. Loans individually evaluated for impairment are measured using one of the three standard methods and provided a specific allowance. Management believes that the present allowance is adequate given the size, complexity and risk profile of the current portfolio.

2526

Although management believes that the allowance for credit losses is adequate to absorb losses as they arise, there can be no assurance that the Bank will not sustain losses in any given period that could be substantial in relation to the size of the allowance for credit losses. It must be understood that inherent risks and uncertainties related to the operation of a financial institution require management to depend on estimates, appraisals and evaluations of loans to prepare the Corporation’s financial statements. Changes in economic conditions and the financial prospects of borrowers may result in changes to the estimates, appraisals and evaluations used. In addition, if circumstances and losses differ substantially from management’s assumptions and estimates, the allowance for loan losses may not be sufficient to absorb all future losses and net income could be adversely impacted.

Premises and Equipment

Premises and equipment was $1,~~351~~327,000 as of ~~March~~June 3130, 2012 down from $1,395,000 as of December 31, 2011. The Corporation expects to support further growth of business lines with investments in operating facilities and technology.

Deposits and Short-term Financing

Total deposits increased 313.89% during the first ~~quarter~~half of 2012 totaling $~~111~~122,~~774~~650,000 as the Corporation continues to grow the organization and fund new loan activity. The categories experiencing the largest increase were Brokered deposits, Money Market and NOW accounts. Brokered deposits are a new source of funding for the Corporation and are generated using a third party service provider. ~~This~~The ~~funding increased~~Corporation added $411,~~534~~230,000 in this category and ~~was~~use ~~used~~the funding to manage interest rate risk and replace maturing time deposits. Money Market and NOW accounts increased $23,~~246~~713,000 and $~~854~~1,711,000, respectively during the ~~three~~six months ended ~~March~~June 3130, 2012 as the Corporation expands existing ~~relationship~~relationships and attracts new customers. The category experiencing the largest decline during the period was Time deposits as the Corporation reduced participation in an on-line marketing service to acquire wholesale CD’s ~~and replaced maturing CD’s with Brokered deposits~~. This was an intentional strategy by management to extend the maturity duration of the portfolio in a more cost effective manner utilizing the brokered market.

	As of March 31, 2012					As of December 31, 2011
	Balance		Percentage			Balance		Percentage
Non-interest bearing demand	$	18,751		16.78	%	$	19,662		18.26	%
NOW accounts		8,894		7.96	%		8,040		7.47	%
Money market		8,868		7.93	%		6,622		6.15	%
Savings		17,827		15.95	%		18,188		16.89	%
Time deposits < $100,000		10,773		9.64	%		11,469		10.65	%
Time deposits >$100,000		42,127		37.69	%		43,697		40.58	%
Brokered deposits		4,534		4.05	%		—		0.00	%
Total deposits	$	111,774		100.00	%	$	107,678		100.00	%

Deposits are summarized as follows (000s omitted):

At March 31, 2012 and December 31, 2011, the Bank had no secured borrowings outstanding. The Bank did not utilize discount window during the first quarter of 2012. The Bank did utilize its line of credit from the FHBLI during the first quarter for short term financing. However, there were no FHLBI borrowings outstanding at March 31, 2012.


	As of June 30, 2012					As of December 31, 2011
	Balance		Percentage			Balance		Percentage
Non-interest bearing demand	$	20,715		16.89	%	$	19,662		18.26	%
NOW accounts		9,751		7.95	%		8,040		7.47	%
Money market		10,335		8.43	%		6,622		6.15	%
Savings		17,317		14.12	%		18,188		16.89	%
Time deposits < $100,000		9,757		7.96	%		11,469		10.65	%
Time deposits >$100,000		43,545		35.49	%		43,697		40.58	%
Brokered deposits		11,230		9.16	%		—		0.00	%

Total deposits	$	122,650		100.00	%	$	107,678		100.00	%

26At June 30, 2012 and December 31, 2011, the Bank had no secured borrowings outstanding. The Bank did not utilize discount window during the first half of 2012. The Bank did utilize its line of credit from the FHBLI during the first half of 2012 for short term financing. However, there were no FHLBI borrowings outstanding at June 30, 2012.

RESULTS OF OPERATIONS

The Corporation reported net income applicable to common shareholders of $~~336~~208,000 for the ~~first~~second quarter of 2012 compared to $~~414~~261,000 for the same period of 2011. The reduction in earnings is directly related to the recognition of income tax expense totaling $~~171~~111,000 during the period. This is the first ~~quarter~~year the Corporation was required to realize an income tax liability. Refer to the ~~income~~Incomes ~~tax~~Taxes section for further discussion. Excluding the impact of income taxes, net income before preferred dividends was $~~519~~341,000 for the period ended ~~March~~June 3130, 2012, a 1210.34% increase from the ~~first~~second quarter of 2011. The increase in pre-tax earnings was the result of improved margins, ~~increased revenue~~ and ~~lower~~an ~~provision~~increase in ~~expense~~total earning assets. Net interest margin for the current period was 4.8091% compared to 4.4951% for the ~~first~~second quarter of 2011 and 4.80% for the most recent linked quarter. This was achieved by improving the asset mix of the balance sheet and reducing total funding costs. ~~The corporation also increased total revenue during the period by generating additional non-interest income.~~ Total non-interest income for the three month period ended ~~March~~June 3130, 2012 was $~~484~~112,000, ana ~~increase~~decrease of $~~159~~168,000 from the same period of 2011. The ~~majority~~decrease ofwas the ~~revenue~~result ~~was~~of ~~generated~~a ~~from~~reduction in SBA loan ~~sales,~~income ~~mortgage~~and mortgage banking activities ~~and the gain on sale of a foreclosed property~~. Provision expense totaled $2050,000 during the period, aan ~~decrease~~increase of $1935,000 from the ~~first~~second quarter of 2011. The ~~reduction~~increase is ~~directly~~ related to the ~~quality~~increase ofin ~~the~~total ~~portfolio~~specific reserves and loan growth. Total non-interest expense for the second ~~first~~ quarter of 2012 was $1,~~339~~216,000, an increase of $~~255~~9,000 from the same period in 2011. The additional costs are the associated with the increased volume from residential mortgage activity, adding new personnel to facilitate growth, expanding services and dedicating resources to improving franchise recognition in our primary markets.

The following table present trends in selected financial data for the five most recent quarters (000s omitted except per share data):

	Quarter Ended
	March 31,2012			December 31,2011			September 30,2011			June 30, 2011			March 31,2011
	June 30,2012			March 31,2012			December 31,2011			September 30,2011			June 30,2011
Income Statement
Interest income	$	1,~~622~~719		$	1,~~630~~622		$	1,~~582~~630		$	1,~~565~~582		$	1,~~588~~565
Interest expense		~~228~~223			~~280~~228			~~301~~280			~~314~~301			~~329~~314
Net interest income		1,~~394~~496			1,~~350~~394			1,~~281~~350			1,~~251~~281			1,~~259~~251
Provision for loan losses		2050			7520			~~105~~75			15105			3915
Non-interest income		~~484~~112			~~309~~484			~~319~~309			~~280~~319			~~325~~280
Non-interest expense		1,~~339~~216			1,~~484~~339			1,~~317~~484			1,~~207~~317			1,~~083~~207
Income before income taxes		~~519~~341			~~100~~519			~~177~~100			~~309~~177			~~462~~309
Income tax expense (benefit)		~~171~~111			~~(2,885~~171	)		—(2,885	)		—			—
Net income		~~348~~230			~~2,985~~348			~~177~~2,985			~~309~~177			~~462~~309
Effective dividend on preferred stock		1222			2012			6820			4868			48
Net income applicable to common shareholders		~~336~~208			~~2,965~~336			~~109~~2,965			~~261~~109			~~414~~261
Basic and diluted income per share	$	0.1911		$	10.6419		$	01.0664		$	0.1506		$	0.2315
Performance Measurements
Net interest margin (tax equivalent)		4.8091	%		4.6180	%		4.4461	%		4.5144	%		4.4951	%
Return on average assets (1)		10.1169	%		91.6011	%		09.5860	%		10.0658	%		1.6206	%
Return on average assets (2)		1.7117	%		01.5671	%		0.9256	%		10.1192	%		1.7611	%
Return on average common equity (1)		127.0884	%		~~132~~12.1308	%		8132.5013	%		158.3950	%		2415.1739	%
Return on average common equity (2)		1813.7234	%		718.7772	%		137.5477	%		~~16.~~13.54	%		2616.2113	%
Efficiency ratio		7175.362	%		8971.4330	%		8289.3743	%		7882.8037	%		6878.3680	%
Tier 1 Leverage Ratio (Bank only)		109.1382	%		910.9413	%		9.2294	%		89.5422	%		8.3354	%
Equity / Assets		1211.6783	%		12.8367	%		1012.4783	%		910.8647	%		9.7986	%
Total loans / Total deposits		9590.49	%		9895.74	%		9298.37	%		9492.13	%		9394.91	%
Book value per share	$	6.4454		$	6.2644		$	46.6526		$	4.6065		$	4.4460
Income per share—basic & diluted	$	0.19		$	1.64		$	0.06		$	0.15		$	0.23
Income per share - basic & diluted	$	0.11		$	0.19		$	1.64		$	0.06		$	0.15
Shares outstanding		1,~~812~~824,662			1,812,662			1,812,662			1,~~800~~812,~~000~~662			1,800,000

(1)	Amount is computed on net income before preferred dividends (annualized).

(2)	Amount is computed on pre-tax, pre-provision earnings before preferred dividends (annualized).

2728

Net Interest Income

Net interest income for the three month period ended ~~March~~June 3130, 2012 totaled $1,~~394~~496,000, an increase of 1019.6% compared to the same period of the prior year. The increase was a result of earning ~~assets~~asset growth and a reduction in total funding costs. The earning asset growth was concentrated in loan volume, providing the largest benefit to interest income. Total average interest bearing ~~deposit~~liabilities ~~accounts~~ increased $~~275~~6,019,000 in the ~~first~~second quarter of ~~2012~~ 2012 relative to the ~~first~~second quarter of 2011 but total ~~deposit~~ related interest expenses decreased $~~101~~91,000. The lower cost of funds was achieved by changes in pricing strategy and improved mix of the portfolio.

The Corporation’s net interest margin increased 3140 basis points to 4.8091% for the ~~period~~quarter ended ~~March~~June 3130, 2012 compared to 4.4951% for the same period in 2011. Net interest spread, the difference between the yield on earning assets and cost of funds, also increased relative to the ~~first~~second quarter of 2011. The increase in both spread and margin is the result of an improved mix and a reduction in deposit costs. Asset yields declined during the period due to a reduction in loan and investment rates but a more favorable mix mitigated the impact. Total cost of funds for the ~~first~~second quarter of 2012 was 10.0293% compared to 1.4839% for the same period of 2011. This was accomplished as a result of an effective pricing strategy implemented by management and access to other funding options.

The following table presents the Corporation’s consolidated average balances of interest-earning assets, interest-bearing liabilities, and the amount of interest income or interest expense attributable to each category, the average yield or rate for each category, and the net interest margin for the periods ended ~~March~~June 3130, 2012, and 2011 (000s omitted). Average loans are presented net of unearned income and the allowance for loan and lease losses. Interest on loans includes loan fees.

	Three Months Ended March 31,
	Three Months Ended June 30,
	2012							2011
	AverageBalance		Interest		Yield/Rate			AverageBalance		Interest		Yield/Rate
Interest-earning assets:
Loans receivable	$	~~103~~111,~~873~~672	$	1,~~592~~691		56.9800	%	$	~~100~~99,~~976~~415	$	1,~~556~~534		6.1711	%
Securities available for sale		4,~~684~~207		2625		2.3049	%		3,~~389~~119		2825		3.4131	%
Federal funds sold		—		—		—	%		40—		—		~~0.13~~—	%
Interest-bearing balances with other financial institutions		6,~~906~~550		3		0.2019	%		98,~~529~~669		46		0.2026	%
Total interest-earning assets		~~115~~122,~~463~~429		1,~~621~~719		5.5057	%		~~113~~111,~~934~~203		1,~~588~~565		5.5957	%
Noninterest-earning assets:
Cash and due from banks		36,~~818~~295							~~643~~4,878
All other assets		75,~~218~~651							~~858~~921
Total Assets	$	~~126~~134,~~499~~375						$	~~115~~117,~~435~~002
Interest-bearing liabilities:
NOW accounts	$	89,~~382~~481	$	78		0.3736	%	$	87,~~274~~862	$	67		0.3135	%
Money market		710,~~923~~374		713		0.4049	%		89,~~231~~004		11		0.5550	%
Savings		17,~~894~~100		2523		0.55	%		1718,~~670~~472		31		0.7268	%
Time deposits		52,~~877~~064		~~179~~159		1.3611	%		54,~~191~~900		265		1.9693	%
Brokered deposits		27,~~896~~238		920		10.2293	%		—		—		—	%
Short-term borrowing		63—		—		0.4100	%		~~1,394~~—		15—		~~4.22~~—	%
Total interest-bearing liabilities:	$	9096,~~035~~257	$	~~227~~223		10.0293	%	$	8990,~~760~~238	$	~~328~~314		1.4839	%
Non-interest bearing demand deposits		1920,~~558~~968							1314,~~844~~716
All other liabilities		~~700~~740							~~691~~567
Total liabilities		~~110~~117,~~283~~965							~~104~~105,~~295~~521
Shareholders’ Equity		16,~~206~~410							11,~~140~~481
Total liabilities and shareholders’ equity	$	~~126~~134,~~499~~375						$	~~115~~117,~~435~~002
Net Interest Income			$	1,~~394~~496						$	1,~~260~~251
Net spread						4.4864	%						4.1118	%
Net Interest Margin(1)						4.8091	%						4.4951	%

(1)	Net interest earnings divided by average interest-earning assets.

2829

Net Interest Income

Net interest income for the six month period ended June 30, 2012 totaled $2,889,000, an increase of 15.1% compared to the same period of the prior year. The increase was a result of earning asset growth and a reduction in total funding costs. The majority of the earning asset growth was concentrated in the loan portfolio. Total average interest bearing deposit accounts increased $3,147,000 in the first six months of 2012 relative to the first six months of 2011 but total deposit related interest expenses decreased $192,000. The lower cost of funds was achieved by changes in pricing strategy and improved mix of the portfolio.

The Corporation’s net interest margin increased 36 basis points to 4.86% for the six month period ended June 30, 2012 compared to 4.50% for the same period in 2011. Net interest spread, the difference between the yield on earning assets and cost of funds, also increased relative to the same period of 2011. The increase in both spread and margin is the result of an improved mix and a reduction in deposit costs. Asset yields declined during the period due to a reduction in loan and investment rates but a more favorable mix mitigated the impact. Total cost of funds for the first six months of 2012 was 0.97% compared to 1.44% for the same period of 2011. This was accomplished as a result of an effective pricing strategy implemented by management, access to other funding options and increased non-interest bearing deposits.

The following table presents the Corporation’s consolidated average balances of interest-earning assets, interest-bearing liabilities, and the amount of interest income or interest expense attributable to each category, the average yield or rate for each category, and the net interest margin for the six month periods ended June 30, 2012, and 2011 (000s omitted). Average loans are presented net of unearned income and the allowance for loan and lease losses. Interest on loans includes loan fees.


	Six Months Ended June 30,
	2012							2011
	Average Balance		Interest		Yield/Rate			Average Balance		Interest		Yield/Rate
Interest-earning assets:
Loans receivable	$	108,560	$	3,283		5.99	%	$	98,716	$	3,090		6.14	%
Securities available for sale		4,446		51		2.41	%		3,253		53		3.36	%
Federal funds sold		—		—		—	%		20		—		0.13	%
Interest-bearing balances with other financial institutions		6,801		6		0.19	%		9,157		10		0.23	%

Total interest-earning assets		119,807		3,340		5.53	%		111,146		3,153		5.58	%
Noninterest-earning assets:
Cash and due from banks		5,057							2,711
All other assets		5,573							2,366

Total Assets	$	130,437						$	116,223


Interest-bearing liabilities:
NOW accounts	$	8,932	$	16		0.36	%	$	8,066	$	13		0.33	%
Money market		9,148		20		0.45	%		8,620		22		0.52	%
Savings		17,498		48		0.55	%		18,073		63		0.70	%
Time deposits		52,470		338		1.14	%		54,547		530		1.96	%
Brokered deposits		5,067		29		1.02	%		—		—		—	%
Short-term borrowing		31		—		0.41	%		693		15		4.22	%

Total interest-bearing liabilities:	$	93,146	$	451		0.97	%	$	89,999		642		1.44	%

Non-interest bearing demand deposits		20,258							14,251
All other liabilities		725							648

Total liabilities		114,142							104,898
Shareholders’ Equity		16,308							11,325

Total liabilities and shareholders’ equity	$	130,437						$	116,223

Net Interest Income			$	2,889						$	2,511

Net spread						4.56	%						4.14	%



Net Interest Margin(1)						4.86	%						4.50	%

(1)	Net interest earnings divided by average interest-earning assets.

Provision for Loans Losses

The provision for loan losses was $2050,000 and $3915,000 for the three months ended ~~March~~June 3130, 2012 and 2011, respectively. The ~~decrease~~increase from the previous comparable period was due to ~~the~~an ~~pace~~increase ofin ~~loan~~total ~~growth~~specific reserves and ~~overall~~loan ~~credit quality of the portfolio~~growth. The Corporation recorded no charge offs or recoveries during the periods ended ~~March~~June 3130, 2012 and ~~March~~June 3130, 2011.

The provision for loan losses was $70,000 and $54,000 for the six months ended June 30, 2012 and 2011, respectively. The increase relative to the prior period was the result of an increase in specific reserves on impaired loans and new portfolio activity. The Corporation recorded no charge offs or recoveries during the six month periods ended June 30, 2012 and June 30, 2011.

Non-Interest Income

~~Non~~The Corporation reported non-interest income ~~was~~of $~~484~~112,000 and $~~325~~280,000 for the three months ended ~~March~~June 3130, 2012 and 2011, respectively. ~~The increase in non~~Non-interest income ~~was~~decreased ~~the~~as a result of ~~additional~~lower ~~revenue~~SBA ~~from~~loan ~~the~~sales ~~sale~~and ofreduced ~~residential~~volume ~~mortgages~~with ~~and~~mortgage ~~additional~~banking ~~other income~~activities. Service ~~For~~charge ~~the~~income ~~three~~totaled ~~months ended March 31~~$20, ~~2012 and 2011~~000, ~~other~~an ~~income~~increase ~~increased~~of by $~~170~~8,000 asrelative ato ~~result of~~ the ~~gain~~second onquarter ~~sale~~ of a2011 ~~foreclosed~~as ~~property~~a ~~and~~result ~~income~~of ~~from~~growth ~~bank-owned~~in ~~life~~deposit ~~insurance.~~services ~~The~~and ~~gain~~pricing onchanges. ~~sale~~Other ofincome ~~SBA~~increased ~~loans~~$19,000 ~~declined~~to $30,000 during the period ~~compared~~as to the ~~1st~~Corporation recognized ~~quarter~~income offrom ~~2011~~bank-owned ~~due~~life toinsurance ~~lower~~purchased ~~loan~~in ~~volumes~~December of 2011.

~~The~~Non-interest ~~following~~income ~~table~~was ~~presents~~$596,000 and $605,000 for the ~~Corporation’s~~six months ended June 30, 2012 and 2011, respectively. The decrease in non-interest income ~~for~~was primarily the ~~three~~result ~~month~~of ~~periods~~lower ~~ending~~SBA ~~March 31,~~loan sales during 2012. The reduction in revenue was offset by additional income from residential mortgage activity and additional ~~2011:~~other income. Service charge income increased $15,000 to $39,000 as a result of pricing changes and additional deposit account activity. Mortgage banking activities income increased to $197,000 due to additional volume. Other income increased by $189,000 as a result of the gain on sale of a foreclosed property and income from bank-owned life insurance

	For the Three Months Ended
	March 31,		March 31,
Non-interest income	2012		2011		Change
Service charge income	$	18,798	$	11,572	$	7,226
Mortgage banking activities		162,828		11,439		151,389
SBA loan sales		121,791		291,294		(169,503	)
Other income		180,572		10,804		169,768
Total non-interest income	$	483,989	$	325,109	$	158,880

The following table presents the Corporation’s non-interest income for the three and six month periods ending June 30, 2012 and 2011:


	For the Three Months Ended							For the Six Months Ended
	June 30, 2012		June 30, 2011		Change			June 30, 2012		June 30, 2011		Change
Non-interest income
Service charge income	$	20,499	$	12,589	$	7,910		$	39,297	$	24,161	$	15,136
Mortgage banking activities		34,039		47,322		(13,283	)		196,867		58,761		138,106
SBA loan sales		26,958		209,439		(182,481	)		148,749		500,733		(351,984	)
Other income		30,130		10,814		19,316			210,702		21,618		189,084

Total non-interest income	$	111,626	$	280,164	$	(168,538	)	$	595,615	$	605,273	$	(9,658	)

Non-Interest Expense

Non-interest expense for the three month period ended ~~March~~June 3130, 2012 was $1,~~338~~216,000, anrelatively ~~increase~~flat ~~of $255,000~~ from the ~~first~~second quarter of 2011. ~~This was the result of additional expenses associated with new employees, increased activity from mortgage banking activities and growth of the organization.~~ The largest component of non-interest expense is Salaries and Benefits, totaling $~~762~~640,000 for the current period compared $~~482~~643,000 for the three months ended ~~March~~June 3130, 2011. ~~The~~Occupancy ~~increase~~expense indeclined ~~total~~$11,000, ~~compensation~~or is8.5%, aas ~~result~~the ofCorporation ~~adding~~no ~~new~~longer ~~employees~~maintained ~~to accommodate future growth and an increase in commissions for originators associated with residential~~ mortgage ~~activity.~~lending ~~Occupancy,~~production facilities. Equipment ~~and Data~~expense ~~Processing expenses all~~ increased relative to the same period of the prior year as the ~~bank~~Corporation invested in ~~facilities~~fixed assets and system applications to improve services. The Corporation continues to dedicate resources to business marketing efforts to improve franchise recognition; this is reflected in the increase in Advertising costs reported during the period relative to the prior year. ~~Loan~~Professional ~~origination~~fees ~~expense~~increased ~~was~~by 9.1% to $69159,000 ~~for~~to support the ~~period,~~increase anin ~~increase~~the ofCorporation’s size and complexity. Loan origination expenses increased $4315,000. ~~This~~during ~~additional~~the ~~cost~~period ~~is directly~~relative ~~related~~ to anthe ~~increase~~prior year as the Corporation experienced growth in ~~loan~~portfolio loans and increased volume ~~from~~in residential mortgage ~~banking~~activities. Regulatory assessments declined $2310,000 for the three month period ended ~~March~~June 3130, 2012 due to a reduction in insurance rates and change in the assessment base. Other expenses totaled $9583,000 for the ~~first~~second quarter of 2012, ana ~~increase~~decrease of $195,000 compared to the same period of 2011. ~~The additional costs are a reflection of the increase in operating costs associated with the growth of the institution and expansion of product services.~~

~~The~~Non-interest ~~following~~expense ~~table~~for ~~presents~~the six month period ended June 30, 2012 was $2,555,000, an increase of $265,000 from the ~~Corporation’s~~first quarter of 2011. This was the result of additional expenses associated with new employees, increased loan origination activity and growth of the organization. Salaries and benefits represents the largest percentage of non-interest expense totaling $1.4 million during the first six months of 2012, an increase of $176,000 from 2011. The increase is a result of additional staff and merit raises for employees. Occupancy expense declined $9,000 as the ~~three~~Corporation ~~month~~eliminated ~~periods~~mortgage ~~ending~~lending production ~~March 31,~~facilities. ~~2012~~Equipment and ~~2011:~~Data Processing expenses increased relative to the same period of the prior year as the Company adds new products and services, and expands the existing infrastructure. Advertising expenses increased $9,000 during the

	For the Three Months Ended
	March 31,		March 31,
Non-interest expense	2012		2011		Change
Salaries and employee benefits	$	761,670	$	582,017	$	179,653
Occupancy expense		119,731		118,102		1,629
Equipment expense		49,152		35,400		13,752
Advertising		42,594		36,046		6,548
Data processing		59,002		49,013		9,989
Professional fees		117,034		111,524		5,510
Loan origination expenses		69,012		26,369		42,643
Regulatory assessments		25,260		48,426		(23,166	)
Other expense		95,040		76,519		18,521
Total non-interest expense	$	1,338,495	$	1,083,416	$	255,079

first six months of 2012 as the Corporation continues to focus on developing brand awareness and supporting the local community. Loan origination expense was $107,000 for the period, an increase of $58,000. This additional cost is directly related to an increase in loan volume. Professional fees increased by 7.3% to $276,000 as a result of additional legal fees and costs associated with engaging market professionals to assist the Corporation with strategic objectives. Regulatory assessments declined $33,000 for the six month period ended June 30, 2012 due to a reduction in insurance rates and change in the assessment base. Other expenses totaled $178,000 for the second quarter of 2012, an increase of $14,000 compared to the same period of 2011. The additional costs are a reflection of the increase in operating costs associated with the growth of the institution and expansion of product services.

The following table presents the Corporation’s non-interest expense for the three and six month periods ending June 30, 2012 and 2011:


	For the Three Months Ended							For the Six Months Ended
	June 30, 2012		June 30, 2011		Change			June 30, 2012		June 30, 2011		Change
Non-interest expense
Salaries and employee benefits	$	640,169	$	643,368	$	(3,199	)	$	1,401,839	$	1,225,385	$	176,454
Occupancy expense		114,936		125,583		(10,647	)		234,667		243,685		(9,018	)
Equipment expense		51,127		42,188		8,939			100,279		77,588		22,691
Advertising		47,874		44,697		3,177			90,468		80,743		9,725
Data processing		58,039		60,560		(2,521	)		117,041		109,573		7,468
Professional fees		159,267		145,916		13,351			276,301		257,440		18,861
Loan origination expenses		38,044		22,681		15,363			107,056		49,050		58,006
Regulatory assessments		23,715		33,901		(10,186	)		48,975		82,327		(33,352	)
Other expense		83,059		87,625		(4,566	)		178,099		164,144		13,955

Total non-interest expense	$	1,216,230	$	1,206,519	$	9,711		$	2,554,725	$	2,289,935	$	264,790

Income Taxes

The Corporation recorded federal income tax expense of $~~171~~111,000 for the three month period ended ~~March~~June 3130, 2012. A tax liability of $~~166~~111,000 was realized for the ~~first~~second quarter of 2011 with a corresponding reduction in the Deferred Tax Asset valuation reserve resulting in no income tax expense being reported for the ~~first~~second quarter of ~~March~~June 3130, 2011.

The Corporation recorded federal income tax expense of $283,000 for the six month period ended June 30, 2012. A tax liability of $276,000 was realized for the second six months of 2011 with a corresponding reduction in the Deferred Tax Asset valuation reserve resulting in no income tax expense being reported for the second six months of June 30, 2011.

The deferred tax asset “DTA” balance represents the aggregate tax effect of all deductible temporary differences and operating loss carry-forwards. DTA’s are recorded when an event generating a tax benefit has been recognized in the financial statements and is measured using the applicable tax rate. When it is more likely than not a portion or all of the DTA will not be realized a valuation reserve is required. The objective of the reserve is to reduce the DTA balance to an amount that is likely to be recognized. The requirement for a valuation reserve on a “DTA” is based on an analysis of all existing evidence, both positive and negative.

Since inception, the Corporation established a reserve on the full amount of the outstanding DTA balance. The reserve was maintained based on the Corporation’s cumulative losses and concern regarding the ability of the organization to realize the full benefit of the asset. In December 2011, as a result of improved earnings, positive performance trends and financial projections demonstrating sustainable profitability, management determined there was sufficient evidence the Corporation would be able to recognize the full benefit of the entire DTA balance and eliminated the valuation reserve of $2,884,000. The Corporation’s deferred tax asset (“DTA”) is included in other assets on the balance sheet. During the ~~first~~last quarter of ~~2012~~2011, management performed an evaluation of the ability of the Corporation to utilize the benefit of the DTA ~~balance~~ balance and determined no reserve was required. As of ~~March~~June 3130, 2011, the Corporation had a valuation reserve for the entire balance of the DTA balance.

The Corporation has net operating loss carry-forwards of approximately $4,~~940~~652,000 that are available to reduce future taxable income. The carry-forwards begin to expire twenty years from date of origination.

3033

LIQUIDITY AND CAPITAL RESOURCES; ASSET/LIABILITY MANAGEMENT

The management team has responsibility for developing and recommending liquidity and risk management policies including but not limited to the determination of internal operating guidelines, contingency plans, change management and pricing to the Asset/Liability Committee (ALCO) of the Board of Directors. Management ensures that the liquidity of a bank allows it to provide funds to meet its cash flow needs, such as loan requests, outflows of deposits, other investment opportunities and general operating requirements, under multiple operating scenarios. While the current structure of the Corporation and the Bank are not complex, the objective in the management of liquidity and capital resources is to be able to take advantage of business opportunities that may arise. The major sources of liquidity for the Bank have been deposit growth, federal funds sold, and loans which mature within one year. The Bank is also a member of the Federal Home Loan Bank of Indianapolis and has access to funding from the discount window at the Federal Reserve Bank of Chicago. The ALCO committee has also approved alternate funding sources to add flexibility. Large deposit balances which might fluctuate in response to interest rate changes are closely monitored. These deposits consist mainly of certificates of deposit over $100,000. We anticipate that we will have more than sufficient funds available to meet our future commitments. As of ~~March~~June 3130, 2012, off balance sheet loan commitments totaled $3927,~~008~~320,000. As a majority of the unused commitments represent commercial and equity lines of credit, the Bank expects, and experience ~~has~~ has shown, that only a small portion of the unused commitments will normally be drawn upon.

The following table presents loan commitments by ~~time~~ time period as of ~~March~~June 3130, 2012 (000s omitted):

			Amount of commitment expiration by period
			Less than						More than
	Total		Lessthan1 Year		1-3 Years		3-5 Years		Morethan5 Years
	Total		1 Year		1-3 Years		3-5 Years		5 Years
Commitments to grant loans	$	8,141	$	8,141	$	—	$	—	$	—
Commitments to grant loans	$	20,263	$	20,263	$	—	$	—	$	—
Unfunded commitments under lines of credit		18,076		9,352		4,845		963		2,916
Unfunded commitments under lines of credit		18,142		12,163		2,487		1,106		2,386
Commercial and standby letters of credit		1,103		1,103		—		—		—
Commercial and standby letters of credit		603		603		—		—		—
Total commitments	$	27,320	$	18,596	$	4,845	$	963	$	2,916
Total commitments	$	39,008	$	33,029	$	2,487	$	1,106	$	2,386

Commitments to grant loans are governed by the Corporation’s credit underwriting standards, as established in the Corporation’s Loan Policy. As the above schedule illustrates, in general, it is the Corporation’s practice to grant loan commitments for a finite period of time, usually lasting one year or less. The most significant departure from this practice involves home equity lines of credit (HELOCs). The Corporation’s equity lines have a contractual draw period exceeding 5 years. The Corporation has the ability to suspend the draw privileges on a HELOC where a default situation or other impairment issue is identified.

The largest sources of cash and cash equivalents for the Corporation for the three months ended ~~March~~June 3130, 2012, as noted in the Consolidated Statement of Cash Flows, were primarily loan sales and deposit origination.

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The prompt corrective action regulations provide five classifications, well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The Bank was well-capitalized as of ~~March~~June 3130, 2012. Note 89 to the financial statements is hereby incorporated by reference. At ~~March~~June 3130, 2012, the Corporation qualifies for an exemption from regulatory capital requirements due to its asset size.

On July 28, 2011, Birmingham Bloomfield Bancshares, Inc. entered into a Securities Purchase Agreement with the Secretary of the Treasury (the “Treasury”), pursuant to which the Company issued and sold to the Treasury 4,621 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series D (“Series D Preferred Stock”), having a liquidation preference of $1,000 per share (the “Liquidation Amount”), for aggregate proceeds of $4,621,000. In conjunction with the issuance of the Series D Preferred Stock, the Company has redeemed from the Treasury for $3,461,000, all of the Series A Preferred Shares, Series B Preferred Shares, and Series C Preferred Shares which were issued to the Treasury in 2009 under the Treasury’s Emergency Economic Stabilization Act of 2008 Capital Purchase Program.

3134

The Series D Preferred Stock is entitled to receive non-cumulative dividends payable quarterly, on each January 1, April 1, July 1 and October 1, beginning October 1, 2011. The dividend rate, which is calculated on the aggregate Liquidation Amount, is based upon the current level of “Qualified Small Business Lending”, or “QSBL” (as defined in the Securities Purchase Agreement) by the Company’s wholly owned subsidiary Bank of Birmingham (the “Bank”). The dividend rate for future dividend periods will be set based upon the “Percentage Change in Qualified Lending” (as defined in the Securities Purchase Agreement) between each dividend period and the “Baseline” QSBL level. Such dividend rate may vary from 1% per annum to 5% per annum for the second through tenth dividend periods, from 1% per annum to 7% per annum for the eleventh dividend period through year four and one-half. If the Series D Preferred Stock remains outstanding for more than four and one-half years, the dividend rate will be fixed at 9%. Prior to that time, in general, the dividend rate decreases as the level of the Bank’s QSBL increases. Such dividends are not cumulative, but the Company may only declare and pay dividends on its common stock (or any other equity securities junior to the Series D Preferred Stock) if it has declared and paid dividends for the current dividend period on the Series D Preferred Stock, and will be subject to other restrictions on its ability to repurchase or redeem other securities.

Managing rates on earning assets and interest bearing liabilities focuses on maintaining stability in the net interest margin, an important factor in earnings growth and stability. Emphasis is placed on maintaining a controlled rate sensitivity position to avoid wide swings in margins and to manage risk due to changes in interest rates. Some of the major areas of focus of the Corporation’s Asset Liability Committee (“ALCO”) incorporate the following overview functions: review the interest rate risk sensitivity of the Bank to measure the impact of changing interest rates on the Bank’s net interest income, review the liquidity position through various measurements, review current and projected economic conditions and the corresponding impact on the Bank, ensure that capital and adequacy of the allowance for loan losses are maintained at proper levels to sustain growth, monitor the investment portfolio, recommend policies and strategies to the Board that incorporate a better balance of our interest rate risk, liquidity, balance sheet mix and yield management, and review the current balance sheet mix and proactively determine the future product mix.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation’s primary market risk exposure is interest rate risk and liquidity risk. All of the Corporation’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure. Any impacts that changes in foreign exchange rates would have on interest rates are assumed to be insignificant.

Interest rate risk (IRR) is the exposure of a banking organization’s financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value; however, excessive levels of IRR could pose a significant threat to our earnings and capital base. Accordingly, effective risk management that maintains IRR at prudent levels is essential to the Corporation’s safety and soundness. The Board of Directors has instituted a policy setting limits on the amount of interest rate risk that may be assumed. Management provides information to the Board of Directors on a quarterly basis detailing interest rate risk estimates and activities to control such risk.

Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control IRR and the organization’s quantitative level of exposure. When assessing the IRR management process, the Corporation seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain IRR at prudent levels with consistency and continuity. Evaluating the quantitative level of IRR exposure requires the Corporation to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity, and, where appropriate, asset quality. This detailed analysis is performed on a quarterly basis, but is managed daily. The Bank continues to be in a liability sensitive position and management continues to work toward creating a more closely matched portfolio to minimize any potential impact that changing rates could have on earnings in the short term. The institution is well positioned to minimize the impact of rate changes, with the rate shock analysis showing that over the long term, rate changes pose only a minimal risk to our economic value of equity (EVE ratio).

The Corporation has not experienced a material change in its financial instruments that are sensitive to changes in interest rates since December 31, 2011, which information can be located in the Corporation’s annual report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

As of ~~March~~ June 3130, 2012, we conducted an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Corporation’s “disclosure controls and procedures,” as such term is defined under Exchange Act Rules 13a-15(e) and 15d-15(e).

3235

Based on this evaluation, the Corporation’s chief executive officer and chief financial officer concluded that, as of ~~March~~June 3130, 2012, such disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized ~~and~~ and reported within the time periods specified in the rules and forms of the SEC, and accumulated and communicated to the Corporation’s management, including the Corporation’s chief executive officer and chief financial officer, as ~~appropriate~~ appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, the Corporation’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and in reaching a reasonable level of assurance. The Corporation’s management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

There were no changes in the Corporation’s internal controls over financial reporting during the period ended ~~March~~June 3130, 2012 that materially affected, or are reasonably likely to materially affect, the Corporation’s internal controls over financial reporting.

3336

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no known pending legal proceedings to which the Corporation or the Bank is a party or to which any of its properties are subject; nor are there material proceedings known to the Corporation, in which any director, officer or affiliate or any principal shareholder is a party or has an interest adverse to the Corporation or the Bank.

ITEM 1A. RISK FACTORS.

This item is not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

This item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

This item is not applicable.

ITEM 4. ~~[Reserved]~~MINE SAFETY DISCLOSURES

This item is not applicable.

ITEM 5. OTHER INFORMATION.

This item is not applicable.

3437

ITEM 6. EXHIBITS.

Exhibit Number		Description of Exhibit
ExhibitNumber		Description of Exhibit
3.1		Articles of Incorporation
31.1		Rule 13a-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a) Certification of Chief Financial Officer.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Interactive Data File.

3538

SIGNATURES

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

	BIRMINGHAM BLOOMFIELD BANCSHARES, INC.	~~BIRMINGHAM BLOOMFIELD BANCSHARES, INC.~~
Date: May 4, 2012		By:	/s/ Robert E. Farr
Date: August 9, 2012		By:	/s/ Robert E. Farr
			Robert E. Farr
			Chief Executive Officer
Date: August 9, 2012		By:	/s/ Thomas H. Dorr
			Thomas H. Dorr
			Chief Financial Officer

Date: May 4, 2012	By:	/s/ Thomas H. Dorr
		Thomas H. Dorr
		Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation.

31.1		Certification pursuant to Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act

31.2		Certification pursuant to Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act

32.1		Certification pursuant to Rules 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act and 18 U.S.C. §1350

101		Interactive Data File.

3740

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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