FNBH Bancorp 10Q 2012 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

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

For the transition period from ________ to _______

Commission File Number 0-25752

FNBH BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

101 East Grand River, Howell, Michigan 48843

(Address of principal executive offices) (Zip Code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨ Accelerated filer¨ Non-accelerated filer¨ Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 454,327 Shares of the Corporation’s Common Stock (no par value) were outstanding as of November 14, 2012.

TABLE OF CONTENTS

		Page
		Number

Part I Financial Information (unaudited)
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011	1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011	2
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2012 and 2011	3
	Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2012 and 2011	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011	5
	Notes to Interim Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35

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

Signatures		37

Discussions and statements in this report that are not statements of historical fact, including, without limitation, statements that include terms such as “will,” “may,” “should,” “believe,” “expect,” “forecast,” “anticipate,” “estimate,” “project,” “intend,” “likely,” “optimistic” and “plan,” and statements about future or projected financial and operating results, plans, projections, objectives, expectations, and intentions and other statements that are not historical facts, are forward-looking statements. Forward-looking statements include, but are not limited to, descriptions of plans and objectives for future operations, products or services; projections of our future revenue, earnings or other measures of economic performance; forecasts of credit losses and other asset quality trends; predictions as to our Bank’s ability to achieve or maintain certain regulatory capital standards; our expectation that we will have or be able to maintain sufficient cash to meet expected obligations during 2012; and descriptions of steps we may take to improve our capital position. These forward-looking statements express our current expectations, forecasts of future events, or long-term goals and, by their nature, are subject to assumptions, risks, and uncertainties. Although we believe that the expectations, forecasts, and goals reflected in these forward-looking statements are reasonable, actual results could differ materially for a variety of reasons, including, among others:

our ability to successfully raise new equity capital and/or our ability to implement our capital restoration and recovery plan;

our ability to continue as a going concern in light of the uncertainty regarding the extent and timing of possible future regulatory enforcement action against the Bank;

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

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

the timing and pace of an economic recovery in Michigan and the United States in general, including regional and local real estate markets;

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

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

the continued services of our management team, particularly as we work through our asset quality issues and the implementation of our capital restoration plan; and

implementation of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act or other new legislation, which may have significant effects on us and the financial services industry

This list provides examples of factors that could affect the results described by forward-looking statements contained in this report, but the list is not intended to be all inclusive. The risk factors disclosed in Part I – Item A of our Annual Report on Form 10-K for the year ended December 31, 2011, as updated by any new or modified risk factors disclosed in Part II – Item 1A of any subsequently filed Quarterly Report on Form 10-Q, include all known risk our management believes could materially affect the results described by forward-looking statements in this report. However, those risks may not be the only risks we face. Our results of operations, cash flows, financial position, and prospects could also be materially and adversely affected by additional factors that are not presently known to us, that we currently consider to be immaterial, or that develop after the date of this report. We cannot assure you that our future results will meet expectations. While we believe the forward-looking statements in this report are reasonable, you should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. We do not undertake, and expressly disclaim, any obligation to update or alter any statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Part I - Financial Information

Item 1. Financial Statements

FNBH BANCORP INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2012			2011
	(in thousands, except share amounts)
Assets
Cash and due from banks	$	39,773		$	50,020
Short term investments		197			197
Total cash and cash equivalents		39,970			50,217

Investment securities:
Investment securities available for sale, at fair value		77,618			32,325
FHLBI and FRB stock, at cost		779			779
Total investment securities		78,397			33,104

Loans held for investment:
Commercial		159,078			179,381
Consumer		14,041			14,674
Real estate mortgage		13,752			14,789
Total loans held for investment		186,871			208,844
Less allowance for loan losses		(11,765	)		(12,690	)
Net loans held for investment		175,106			196,154
Premises and equipment, net		7,274			7,494
Other real estate owned, held for sale		3,002			3,026
Accrued interest and other assets		2,157			2,085
Total assets	$	305,906		$	292,080

Liabilities and Shareholders' Equity
Liabilities
Deposits:
Demand (non-interest bearing)	$	103,641		$	83,506
NOW		29,776			27,723
Savings and money market		77,573			77,291
Time deposits		85,025			91,756
Brokered certificates of deposit		1,119			3,376
Total deposits		297,134			283,652
Other borrowings		139			60
Accrued interest, taxes, and other liabilities		1,685			1,758
Total liabilities		298,958			285,470

Shareholders' Equity
Preferred stock, no par value. Authorized 30,000 shares; no shares issued and outstanding		-			-
Common stock, no par value. Authorized 11,000,000 shares at September 30, 2012 and 7,000,000 shares at December 31, 2011;454,327 shares issued and outstanding at September 30, 2012 and 453,533 shares issued and outstanding at December 31, 2011		7,200			7,082
Retained deficit		(750	)		(825	)
Deferred directors' compensation		461			577
Accumulated other comprehensive income (loss)		37			(224	)
Total shareholders' equity		6,948			6,610
Total liabilities and shareholders' equity	$	305,906		$	292,080

See notes to interim consolidated financial statements (unaudited)

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Three and Nine Months Ended September 30, 2012 and 2011

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011
	(in thousands, except per share amounts)
Interest and dividend income:
Interest and fees on loans	$	2,433		$	2,767		$	7,624		$	8,670
Interest and dividends on investment securities:
U.S. Treasury, agency securities and CMOs		269			272			757			741
Obligations of states and political subdivisions		11			60			37			192
Other securities		6			5			18			17
Interest on short term investments		-			-			2			1
Total interest and dividend income		2,719			3,104			8,438			9,621
Interest expense		263			374			847			1,225
Net interest income		2,456			2,730			7,591			8,396
Provision for loan losses		300			800			1,200			5,400
Net interest income after provision for loan losses		2,156			1,930			6,391			2,996
Noninterest income:
Service charges and other fee income		691			677			2,073			1,976
Trust income		43			50			134			153
Loss on available for sale securities		-			(76	)		(3	)		(76	)
Other		24			40			24			72
Total noninterest income		758			691			2,228			2,125
Noninterest expense:
Salaries and employee benefits		1,250			1,232			3,725			3,614
Occupancy expense		187			198			590			679
Equipment expense		77			85			252			266
Professional and service fees		404			422			1,250			1,175
Loan collection and foreclosed property expenses		175			113			462			377
Computer service fees		109			157			334			379
Computer software amortization expense		9			57			71			176
FDIC assessment fees		257			260			760			843
Insurance		150			136			445			419
Printing and supplies		36			29			128			110
Director fees		21			18			61			57
Net (gain) loss on sale/writedown of OREO and repossessions		(23	)		236			(4	)		277
Other		163			157			489			452
Total noninterest expense		2,815			3,100			8,563			8,824
Income (loss) before federal income taxes		99			(479	)		56			(3,703	)
Federal income tax expense (benefit)		(19	)		(51	)		(19	)		(129	)
Net income (loss)	$	118		$	(428	)	$	75		$	(3,574	)

Per share statistics:
Basic and diluted EPS	$	0.26		$	(0.94	)	$	0.16		$	(7.81	)
Basic and diluted average shares outstanding		460,191			457,333			459,750			457,308

See notes to interim consolidated financial statements (unaudited)

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2012 and 2011

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2012		2011			2012		2011
	(in thousands)
Net income (loss)	$	118	$	(428	)	$	75	$	(3,574	)
Other comprehensive income, net of tax:
Net change in unrealized gains on securities available for sale during the period		193		24			258		432
Less: reclassification adjustment for loss recognized in earnings, net of tax		-		-			3		-
Less: reclassification adjustment for other-than-temporary impairment charge on securities included in net loss, net of tax		-		76			-		76
Comprehensive income (loss)	$	311	$	(328	)	$	336	$	(3,066	)

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' Equity

Nine Months Ended September 30, 2012 and 2011

(Unaudited)

	Common Stock		Retained Earnings (Deficit)			Deferred Directors' Compensation			Accumulated Other Comprehensive Income (Loss)			Total
	(in thousands)
Balances at January 1, 2011	$	6,935	$	2,748		$	708		$	(257	)	$	10,134
Earned portion of long term incentive plan		9											9
Issued 878 shares for deferred directors' fees		131					(131	)					-
Net loss				(3,574	)								(3,574	)
Other comprehensive income										508			508
Balances at September 30, 2011	$	7,075	$	(826	)	$	577		$	251		$	7,077

Balances at January 1, 2012	$	7,082	$	(825	)	$	577		$	(224	)	$	6,610
Earned portion of long term incentive plan		2											2
Issued 774 shares for deferred directors' fees		116					(116	)					-
Net income				75									75
Other comprehensive income										261			261
Balances at September 30, 2012	$	7,200	$	(750	)	$	461		$	37		$	6,948

See notes to interim consolidated financial statements (unaudited)

FNBH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended
	September 30,
	2012			2011
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	75		$	(3,574	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Provision for loan losses		1,200			5,400
Depreciation and amortization		361			511
Deferred income tax (benefit)		(19	)		(129	)
Net amortization on investment securities		596			252
Loss on sale of available for sale securities		3			76
Earned portion of long term incentive plan		2			9
Loss on disposal of premises and equipment		-			2
Net (gain) loss on the sale/writedown of OREO and repossessions		(4	)		277
(Increase) decrease in accrued interest income and other assets		(95	)		579
Decrease in accrued interest, taxes, and other liabilities		(73	)		(262	)
Net cash provided by operating activities		2,046			3,141
Cash flows from investing activities
Purchases of available for sale securities		(61,540	)		(23,636	)
Proceeds from sales of available for sale securities		247			-
Proceeds from maturities and calls of available for sale securities		6,990			2,500
Proceeds from mortgage-backed securities paydowns - available for sale		8,691			3,581
Proceeds from repurchase of FHLBI stock		-			122
Net decrease in loans		19,229			11,865
Proceeds from sale of OREO and repossessions		647			1,780
Capital expenditures		(118	)		(219	)
Net cash used in investing activities		(25,854	)		(4,007	)
Cash flows from financing activites:
Net decrease in deposits		13,482			(5,877	)
Proceeds from borrowings		79			33
Net cash provided by (used in) financing activities		13,561			(5,844	)
Net change in cash and cash equivalents		(10,247	)		(6,710	)
Cash and cash equivalents at beginning of period		50,217			40,572
Cash and cash equivalents at end of period	$	39,970		$	33,862

Supplemental disclosures:
Interest paid	$	880		$	1,289
Loans transferred to other real estate		619			1,170
Loans charged off		3,617			6,956

See notes to interim consolidated financial statements (unaudited)

Notes to Consolidated Financial Statements (unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management of FNBH Bancorp, Inc. (the Corporation), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation were included. The results of operations for the three and nine month period ended September 30, 2012 are not necessarily indicative of the results to be expected for the year ending December 31, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in the 2011 Annual Report contained in the Corporation’s report on Form 10-K filing. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.

The consolidated financial statements included in this Form 10-Q have been prepared assuming our wholly-owned subsidiary bank, First National Bank in Howell (the Bank), continues to operate in the normal course of business for the foreseeable future, and do not include any adjustments to recorded assets or liabilities should we be unable to continue as a going concern.

2. Financial Condition and Management’s Plan

In light of the Bank’s recent losses, insufficient capital position at September 30, 2012 and noncompliance with a regulatory capital directive stipulated under a Consent Order (as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), management believes that it is reasonable to anticipate continued and elevated regulatory oversight of the Bank. In addition, any continued weaknesses in the Michigan economy and local real estate market will likely continue to negatively impact the Bank’s near-term performance and profitability. In response to these difficult market conditions and regulatory standing, management continues to pursue various initiatives intended to mitigate the impact of the economic and regulatory challenges facing the Bank. However, even if successful, implementation of all components of management’s plan is not expected to ensure profitable results in 2012 and may not be successful in maintaining the Bank or the Corporation as a going concern. Management’s recovery plan is detailed in Note 2 of the consolidated financial statements included in the 2011 Annual Report within the Corporation’s Form 10-K filing.

Integral to management’s plan is the restoration of the Bank’s capital to a level sufficient to comply with the Office of the Comptroller of the Currency’s (“OCC”) capital directive and provide sufficient capital resources and liquidity to meet commitments and business needs. To date, the Bank has not raised the capital necessary to satisfy requirements of the Consent Order. Management and the Board of Directors continue to work to try to raise the additional equity believed necessary to sufficiently recapitalize the Bank. Management and the Board of Directors are committed to pursuing all potential alternatives and sources of capital to restore the Bank’s capital levels. Such alternatives include raising capital from existing shareholders, individuals, institutional capital market investors and private equity funds and the identification of suitors for a sale or merger transaction.

On May 8, 2012, the Corporation accepted subscription commitments from accredited investors pursuant to which the Corporation agreed to sell, subject to the satisfaction of certain conditions, securities denominated as "Units" solely to accredited investors (the "Capital Raise"). Each Unit was offered for a price of $1,500 and consists of 715 shares of the Corporation's common stock and $1,000 principal amount of 10% subordinated debentures to be issued by the Corporation. Some, but not all, of these subscription commitments have been funded into escrow pending the closing of the Capital Raise. Since May 8, 2012, the Corporation has received additional subscription commitments in this Capital Raise, some, but not all, of which have been funded into the escrow pending the closing of the Capital Raise.

The closing of the Capital Raise is subject to material conditions, including a condition regarding the existence and/or terms of any formal regulatory enforcement action against the Bank, and compliance by one or more investors with federal law applicable to the acquisition of "control" of a bank holding company. The satisfaction or waiver of these conditions is largely out of the control of the Corporation. If the conditions to the closing of the Capital Raise are not satisfied or waived, the closing will not occur. If the closing occurs as a result of the waiver of such conditions, there can be no assurances that the Bank will not continue to be subject to regulatory enforcement action, including the Consent Order, following the closing of the Capital Raise. In light of the existence of these conditions, a reader of this Quarterly Report should not make a decision regarding whether to invest in the Corporation based on an assumption that the Capital Raise will close. The Corporation currently expects to stop accepting subscription commitments no later than the end of 2012. At that time, the Corporation will focus on attempting to satisfy the conditions precedent to the closing of the Capital Raise.

If the Capital Raise closes, the Corporation intends to contribute substantially all of the proceeds from the Capital Raise (less commissions and other offering expenses and less an amount to be retained by FNBH to pay certain future expected holding company expenses) to the Bank in order to improve the Bank's capital levels. Even if the Corporation is successful in closing the Capital Raise, the amount of capital raised and contributed to the Bank may not be sufficient to meet the minimum capital ratios required by the Consent Order or even to cause the Bank to be considered "well capitalized" under regulatory standards. See also the “Capital” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Form 10-Q.

While the Company is hopeful that its ongoing efforts to raise additional capital will be successful, there are significant hurdles that remain in order for the Company to raise the amount of capital necessary for the Bank to comply with the requirements of the Consent Order. The Company makes no assurances that its plan or related efforts will improve the Bank’s financial condition and further deterioration of the Bank’s capital position is possible. The current economic environment in southeast Michigan and local real estate market conditions will continue to impose significant challenges on the Bank and are expected to adversely impact financial results. Any further declines in the Bank’s capital levels may likely result in more regulatory oversight or enforcement action by either the OCC or the Federal Deposit Insurance Corporation (the “FDIC”).

3. Securities

Securities available for sale consist of the following:

			Unrealized
	Amortized Cost		Gains		Losses			Fair Value
	(in thousands)
September 30, 2012
Obligations of state and political subdivisions	$	1,534	$	45	$	-		$	1,579
U.S. agency		3,000		16		-			3,016
Mortgage-backed/CMO		72,979		438		(463	)		72,954
Preferred stock⁽¹⁾		49		20		-			69
Total	$	77,562	$	519	$	(463	)	$	77,618

December 31, 2011
Obligations of state and political subdivisions	$	1,284	$	27	$	-		$	1,311
U.S. agency		6,990		20		(2	)		7,008
Mortgage-backed/CMO		24,226		144		(473	)		23,897
Preferred stock⁽¹⁾		49		60		-			109
Total	$	32,549	$	251	$	(475	)	$	32,325

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

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

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

At September 30, 2012 and December 31, 2011, the Corporation had one non-agency mortgage-backed security which has been impaired for more than twelve months. A summary of the par value, book value, carrying value (fair value) and unrealized loss for the security is presented below:

	September 30, 2012					December 31, 2011
	Amount		% of Par			Amount		% of Par
	(dollars in thousands)
Par value	$	2,457		100.00	%	$	2,791		100.00	%
Book value		2,166		88.17	%		2,500		89.61	%
Carrying value		1,907		77.62	%		2,064		73.95	%
Unrealized loss		259		10.54	%		437		15.66	%

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

	September 30,			December 31,
	2012			2011
Weighted average remaining credit score (based on original FICO)		738			741
Primary location of underlying loans:
California		72	%		70	%
Florida		3	%		3	%
Other		25	%		27	%
Delinquency status of underlying loans:
Past due 30-59 days		1.70	%		2.29	%
Past due 60-89 days		1.45	%		1.69	%
Past due 90 days or more		10.02	%		9.45	%
In process of foreclosure		7.20	%		8.24	%
Held as other real estate owned		1.53	%		1.65	%

The specialist calculates an estimate of the fair value of the security’s cash flows using an INTEX valuation model, subject to certain assumptions regarding collateral related cash flows such as expected prepayment rates, default rates, loss severity estimates, and discount rates as key valuation inputs. Certain key assumptions (unobservable inputs) used to estimate the fair value of the security include:

	September 30,			December 31,
	2012			2011

Voluntary repayment rate (CRR)		10.94	%		10.30	%
Default rates:
Within next 12 months		9.84	%		10.47	%
Decreasing to (by month 37)		3.50	%		4.29	%
Decreasing to (by month 215)		0.00	%		0.00	%
Loss severity rates:
Initial loss upon default (Year 1)		50.55	%		49.94	%
Per annum decrease (Years 2 - 11)		2.50	%		2.50	%
Floor (Year 12)		23.00	%		23.00	%
Discount rate⁽¹⁾:		9.00	%		11.00	%
Remaining credit support provided by other collateral pools of underlying loans within the security:		1.23	%		4.79	%

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

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

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

At September 30, 2012, based on a present value at a prospective yield of future cash flows for the investment as provided by the specialist and after management’s evaluation of the reasonableness of the specialist’s underlying assumptions regarding Level 2 and Level 3 inputs, the Corporation concluded that the security’s expected cash flows continue to support the amortized cost of the security and no additional other-than-temporary impairment had been incurred. Accordingly, the unrealized (non-credit) loss on the security was determined to approximate $259,000 using the valuation methodology and applicable inputs and assumptions described above.

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

	Less than 12 months					12 months or more					Total
	Unrealized					Unrealized					Unrealized
	Losses			Fair Value		Losses			Fair Value		Losses			Fair Value
	(in thousands)
September 30, 2012
Mortgage-backed/CMO	$	(204	)	$	18,208	$	(259	)	$	1,907	$	(463	)	$	20,115

December 31, 2011
U.S agency	$	(2	)	$	1,998	$	-		$	-	$	(2	)	$	1,998
Mortgage-backed/CMO		(36	)		6,890		(437	)		2,064		(473	)		8,954
Total	$	(38	)	$	8,888	$	(437	)	$	2,064	$	(475	)	$	10,952

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

	September 30, 2012				December 31, 2011
	Amortized		Fair		Amortized		Fair
	Cost		Fair Value		Cost		Fair Value
	(in thousands)
Maturing within one year	$	-	$	-	$	-	$	-
Maturing after one year but within five years		-		-		4,990		4,996
Maturing after five years but within ten years		3,805		3,831		2,305		2,327
Maturing after ten years		778		833		1,028		1,105
	$	4,583	$	4,664	$	8,323	$	8,428
Mortgage-backed/CMO		72,979		72,954		24,226		23,897
Total	$	77,562	$	77,618	$	32,549	$	32,325

Securities, with an amortized cost of approximately $57.4 million at September 30, 2012 were pledged to secure public deposits and for other purposes required or permitted by law, including approximately $46.8 million pledged as collateral at the Federal Home Loan Bank of Indianapolis (FHLBI) to support potential liquidity needs of the Bank. At December 31, 2011, the amortized cost of pledged securities approximated $30.0 million, including $24.2 million of securities pledged as collateral at the FHLBI for contingent liquidity needs of the Bank.

The Bank owns stock in both the Federal Home Loan Bank of Indianapolis (FHLBI) and the Federal Reserve Bank (FRB), both of which are recorded at cost. The Bank is required to hold stock in the FHLBI equal to 5% of the institution’s borrowing capacity with the FHLBI. The Bank’s investment in FHLBI stock amounted to $735,000 at September 30, 2012 and December 31, 2011, respectively. The Bank’s investment in FRB stock, which totaled $44,000 at September 30, 2012 and December 31, 2011, is a requirement for the Bank’s membership in the Federal Reserve System. These securities can only be resold to, or redeemed by, the issuer.

4. Loans

The following is the recorded investment in portfolio loans:

	September 30,			December 31,
	2012			2011
	(in thousands)
Commercial	$	14,223		$	13,590
Commercial real estate:
Construction, land development, and other land		9,342			13,918
Owner occupied		52,499			61,555
Nonowner occupied		75,569			80,984
Consumer real estate:
Commercial purpose		7,658			9,080
Mortgage - Residential		14,934			15,056
Home equity and home equity lines of credit		8,295			9,865
Consumer and Other		4,555			4,992
Subtotal		187,075			209,040
Unearned income		(204	)		(196	)
Total Loans	$	186,871		$	208,844

Included in the consumer real estate loans above are residential first mortgages reported as “real estate mortgages” on the consolidated balance sheet. In addition, a portion of these consumer real estate loans include commercial purpose loans where the borrower has pledged a 1-4 family residential property as collateral. Loans also include the reclassification of demand deposit overdrafts, which amounted to $101,000 at September 30, 2012 and $99,000 at December 31, 2011, respectively.

Loans serviced for others, including commercial participations sold, are not reported as assets of the Bank and approximated $3.5 million at September 30, 2012 and $4.0 million at December 31, 2011.

5. Allowance for Loan Losses and Credit Quality of Loans

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

Activity in the allowance for loan losses by portfolio segment for the three months ended September 30 follows:

				Commercial			Consumer			Consumer
	Commercial			Real Estate			Real Estate			and Other			Total
	(in thousands)
2012
Allowance for loan losses:
Beginning balance	$	674		$	9,326		$	2,071		$	91		$	12,162
Charge offs		(64	)		(920	)		(245	)		(23	)		(1,252	)
Recoveries		138			386			12			19			555
Provision		128			56			81			35			300
Ending balance	$	876		$	8,848		$	1,919		$	122		$	11,765

2011
Allowance for loan losses:
Beginning balance	$	971		$	9,831		$	2,108		$	144		$	13,054
Charge offs		(2	)		(650	)		(227	)		(23	)		(902	)
Recoveries		27			17			76			38			158
Provision		(270	)		609			390			71			800
Ending balance	$	726		$	9,807		$	2,347		$	230		$	13,110

Activity in the allowance for loan losses by portfolio segment for the nine months ended September 30 follows:

				Commercial			Consumer			Consumer
	Commercial			Real Estate			Real Estate			and Other			Total
	(in thousands)
2012
Allowance for loan losses:
Beginning balance	$	636		$	9,113		$	2,680		$	261		$	12,690
Charge offs		(304	)		(2,616	)		(607	)		(90	)		(3,617	)
Recoveries		250			1,066			116			60			1,492
Provision		294			1,285			(270	)		(109	)		1,200
Ending balance	$	876		$	8,848		$	1,919		$	122		$	11,765

2011
Allowance for loan losses:
Beginning balance	$	1,049		$	10,555		$	2,213		$	153		$	13,970
Charge offs		(227	)		(4,870	)		(1,735	)		(124	)		(6,956	)
Recoveries		150			243			194			109			696
Provision		(246	)		3,879			1,675			92			5,400
Ending balance	$	726		$	9,807		$	2,347		$	230		$	13,110

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

			Commercial		Consumer		Consumer
	Commercial		Real Estate		Real Estate		and Other		Total
	(in thousands)
September 30, 2012
Allowance for loan losses:
Individually evaluated for impairment	$	74	$	1,557	$	225	$	-	$	1,856
Collectively evaluated for impairment		802		7,291		1,694		122		9,909
Total allowance for loan losses	$	876	$	8,848	$	1,919	$	122	$	11,765

Loan balances:
Individually evaluated for impairment	$	638	$	23,377	$	2,473	$	-	$	26,488
Collectively evaluated for impairment		13,585		114,033		28,414		4,555		160,587
Total loans	$	14,223	$	137,410	$	30,887	$	4,555	$	187,075

December 31, 2011
Allowance for loan losses:
Individually evaluated for impairment	$	174	$	2,278	$	432	$	-	$	2,884
Collectively evaluated for impairment		462		6,835		2,248		261		9,806
Total allowance for loan losses	$	636	$	9,113	$	2,680	$	261	$	12,690

Loan balances:
Individually evaluated for impairment	$	766	$	21,483	$	2,871	$	-	$	25,120
Collectively evaluated for impairment		12,824		134,974		31,130		4,992		183,920
Total loans	$	13,590	$	156,457	$	34,001	$	4,992	$	209,040

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

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

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

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

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

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

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

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

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

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

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

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

The assessment of compensating factors may result in a rating plus or minus one grade from those listed above. These factors include, but are not limited to collateral, guarantors, environmental conditions, history, plan/projection reasonableness, quality of information, and payment delinquency.

The internal loan grading system is applied to the residential real estate portion of our consumer loan portfolio upon certain triggering events (e.g., delinquency, bankruptcy, restructuring, etc.). However, large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans are collectively evaluated for impairment and they are not separately identified for impairment disclosures. The primary risk element for the residential real estate portion of consumer loans is the timeliness of borrowers’ scheduled payments. We rely primarily on our internal reporting system to monitor past due loans and have internal policies and procedures to pursue collection and protect our collateral interests in order to mitigate losses.

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

The following presents the recorded investment in loans by risk grade and a summary of nonperforming loans by class of loan:

	Not
	Rated		1		2		3		4		5		6		7		Total		Nonperforming
	(in thousands)
September 30, 2012
Commercial	$	227	$	646	$	31	$	1,304	$	5,319	$	3,917	$	2,035	$	744	$	14,223	$	177
Commercial Real Estate:
Construction, land development, and other land		-		-		-		-		1,134		4,380		784		3,044		9,342		2,904
Ownner occupied		45		-		-		1,733		18,349		21,332		4,285		6,755		52,499		4,702
Nonowner occupied		-		-		465		515		19,325		27,916		16,047		11,301		75,569		6,259
Consumer real estate:
Commercial Purpose		-		-		-		273		1,511		3,609		328		1,937		7,658		1,497
Mortgage - Residential		11,940		-		-		-		-		-		-		2,994		14,934		2,149
Home equity and home equity lines of credit		7,815		-		-		-		-		-		-		480		8,295		417
Consumer and Other		4,382		-		-		-		6		7		-		160		4,555		32
Total	$	24,409	$	646	$	496	$	3,825	$	45,644	$	61,161	$	23,479	$	27,415	$	187,075	$	18,137

December 31, 2011
Commercial	$	33	$	649	$	243	$	2,207	$	3,875	$	4,495	$	760	$	1,328	$	13,590	$	549
Commercial Real Estate:
Construction, land development, and other land		89		-		-		-		534		5,863		255		7,177		13,918		6,710
Ownner occupied		51		-		507		3,426		18,212		27,325		4,189		7,845		61,555		5,714
Nonowner occupied		-		-		-		809		25,322		36,135		6,832		11,886		80,984		5,153
Consumer real estate:
Commercial Purpose		-		-		-		309		1,719		3,027		796		3,229		9,080		2,643
Mortgage - Residential		12,639		-		-		-		-		-		-		2,417		15,056		1,587
Home equity and home equity lines of credit		9,201		-		-		-		-		-		-		664		9,865		571
Consumer and Other		4,164		-		-		431		121		117		-		159		4,992		44
Total	$	26,177	$	649	$	750	$	7,182	$	49,783	$	76,962	$	12,832	$	34,705	$	209,040	$	22,971

Loans are considered past due when contractually required principal or interest has not been received. The amount classified as past due is the entire principal balance outstanding of the loan, not just the amount of payments that are past due. An aging analysis of the recorded investment in past due loans, segregated by class of loans follows:

													90+ Days
	Loans Past Due												Past Due
	30-59		60-89		90+						Total		and
	Days		Days		Days		Total		Current		Loans		Accruing
	(in thousands)
September 30, 2012
Commercial	$	84	$	-	$	144	$	228	$	13,995	$	14,223	$	20
Commercial real estate:
Construction, land development, and other land		-		34		-		34		9,308		9,342
Owner occupied		218		714		2,010		2,942		49,557		52,499		168
Nonowner occupied		132		-		1,746		1,878		73,691		75,569		260
Consumer real estate:
Commercial purpose		283		18		344		645		7,013		7,658		15
Mortgage - Residential		522		290		55		867		14,067		14,934		-
Home equity and home equity lines of credit		118		192		-		310		7,985		8,295
Consumer and Other		67		45		-		112		4,443		4,555		-
Total	$	1,424	$	1,293	$	4,299	$	7,016	$	180,059	$	187,075	$	463

December 31, 2011
Commercial	$	86	$	-	$	137	$	223	$	13,367	$	13,590	$	9
Commercial real estate:
Construction, land development, and other land		114		49		4,072		4,235		9,683		13,918		-
Owner occupied		106		-		1,277		1,383		60,172		61,555		-
Nonowner occupied		-		162		630		792		80,192		80,984		-
Consumer real estate:
Commercial purpose		214		-		456		670		8,410		9,080		-
Mortgage - Residential		419		-		81		500		14,556		15,056		-
Home equity and home equity lines of credit		218		79		13		310	��	9,555		9,865		-
Consumer and Other		50		2		3		55		4,937		4,992		-
Total	$	1,207	$	292	$	6,669	$	8,168	$	200,872	$	209,040	$	9

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

The following is a summary of the recorded investment in nonaccrual loans, by class of loan:

	September 30,		December 31,
	2012		2011
	(in thousands)
Commercial	$	157	$	540
Commercial real estate:
Construction, land development, and other land		2,904		6,710
Owner occupied		4,534		5,714
Nonowner occupied		5,999		5,153
Consumer real estate:
Commercial purpose		1,482		2,643
Mortgage - Residential		2,149		1,587
Home equity and home equity lines of credit		417		571
Consumer and Other		32		44
Total	$	17,674	$	22,962

The following presents information pertaining to impaired loans and related valuation allowance allocations by class of loan:

	September 30, 2012						December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Valuation Allowance		Recorded Investment		Unpaid Principal Balance		Valuation Allowance
	(in thousands)
With an allowance recorded:
Commercial	$	625	$	1,139	$	74	$	322	$	369	$	174
Commercial real estate:
Construction, land development, and other land		1,742		2,434		409		3,241		6,665		730
Owner occupied		4,005		5,097		306		3,351		4,540		865
Nonowner occupied		6,135		7,633		842		5,609		8,098		683
Consumer real estate:
Commercial purpose		1,557		2,049		225		2,075		3,288		432
Mortgage - Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		14,064		18,352		1,856		14,598		22,960		2,884

With no related allowance recorded:
Commercial		13		18		-		444		903		-
Commercial real estate:
Construction, land development, and other land		2,329		4,640		-		3,363		4,656		-
Owner occupied		3,950		5,504		-		3,467		4,560		-
Nonowner occupied		5,216		6,548		-		2,452		2,747		-
Consumer real estate:
Commercial purpose		916		1,396		-		796		1,039		-
Mortgage - Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		12,424		18,106		-		10,522		13,905		-

Total:
Commercial		638		1,157		74		766		1,272		174
Commercial real estate:
Construction, land development, and other land		4,071		7,074		409		6,604		11,321		730
Owner occupied		7,955		10,601		306		6,818		9,100		865
Nonowner occupied		11,351		14,181		842		8,061		10,845		683
Consumer real estate:
Commercial purpose		2,473		3,445		225		2,871		4,327		432
Mortgage - Residential		-		-		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total Impaired Loans	$	26,488	$	36,458	$	1,856	$	25,120	$	36,865	$	2,884

The following presents information pertaining to the recorded investment in impaired loans:

	Three Months Ended September				Nine Months Ended September
	2012		2011		2012		2011
	(in thousands)
Average of impaired loans during the period
Commercial	$	648	$	1,208	$	685	$	1,154
Commercial real estate:
Construction, land development, and other land		4,675		7,634		4,829		8,306
Owner occupied		8,522		7,251		9,045		6,732
Nonowner occupied		10,208		9,076		11,563		10,571
Consumer real estate:
Commercial purpose		2,505		2,945		2,662		2,652
Mortgage - Residential		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-
Consumer and Other		-		-		-		-
Total	$	26,558	$	28,114	$	28,784	$	29,415

Interest income recognized during impairment
Commercial	$	5	$	3	$	18	$	27
Commercial real estate:
Construction, land development, and other land		14		-		35		-
Owner occupied		41		53		125		60
Nonowner occupied		78		34		181		89
Consumer real estate:
Commercial purpose		4		3		19		42
Mortgage - Residential		-		-		-		-
Home equity and home equity lines of credit		-		-		-		-
Consumer and Other		-		-		-		-
Total	$	142	$	93	$	378	$	218

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

Troubled Debt Restructurings

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

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

Typical concessions granted include, but are not limited to:

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

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

Forbearance of principal

Forbearance of accrued interest

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

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

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

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

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

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

The following summarizes troubled debt restructurings:

	September 30, 2012						December 31, 2011
	Outstanding Recorded Investment						Outstanding Recorded Investment
	Accruing		Nonaccrual		Total		Accruing		Nonaccrual		Total
	(in thousands)
Commercial	$	481	$	157	$	638	$	239	$	299	$	538
Commercial real estate:
Construction, land development, and other land		1,275		2,746		4,021		20		4,564		4,584
Owner occupied		3,421		2,870		6,291		1,104		3,307		4,411
Nonowner occupied		5,352		4,567		9,919		2,361		2,498		4,859
Consumer real estate:
Commercial purpose		992		935		1,927		228		2,025		2,253
Mortgage - Residential		340		1,079		1,419		351		770		1,121
Home equity and home equity lines of credit		52		310		362		-		213		213
Consumer and Other		-		8		8		89		11		100
Total	$	11,913	$	12,672	$	24,585	$	4,392	$	13,687	$	18,079

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

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

	Loans Restructured in the Three Month						Loans Restructured in the Nine Month
	Period ended September 30, 2012						Period ended September 30, 2012
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
	Number		Recorded		Recorded		Number		Recorded		Recorded
	of Loans		Investment		Investment		of Loans		Investment		Investment
	(dollars in thousands)
Commercial		-	$	-	$	-		-	$	-	$	-
Commercial real estate:
Construction, land development, and other land		3		2,631		2,631		3		2,631		2,631
Owner occupied		2		460		460		2		460		460
Nonowner occupied		3		1,480		1,480		6		2,353		2,353
Consumer real estate:
Commercial purpose		-		-		-		2		431		431
Mortgage - Residential		3		159		159		4		366		366
Home equity and home equity lines of credit		1		84		84		2		137		137
Consumer and Other		-		-		-		-		-		-
Total		12	$	4,814	$	4,814		19	$	6,378	$	6,378

During the three month period ended September 30, 2012, one loan with a recorded investment of $260,000 that was modified as a TDR in the last twelve months defaulted within 12 months of its restructuring. During the nine months ended September 30, 2012, six loans with a recorded investment of $1.7 million that were modified as TDRs in the last twelve months defaulted within 12 months of restructuring. A loan is considered to be in payment default generally once it is 90 days contractually past due under the modified terms.

	Loans Restructured in the Three Month						Loans Restructured in the Nine Month
	Period ended September 30, 2011						Period ended September 30, 2011
			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
	Number		Recorded		Recorded		Number		Recorded		Recorded
	of Loans		Investment		Investment		of Loans		Investment		Investment
	(dollars in thousands)
Commercial		4	$	389	$	389		8	$	1,020	$	1,020
Commercial real estate:
Construction, land development, and other land		1		508		508		6		1,896		1,896
Owner occupied		4		1,068		1,068		13		2,972		2,972
Nonowner occupied		1		1,184		1,184		4		5,221		4,782
Consumer real estate:
Commercial purpose		2		128		128		8		993		993
Mortgage - Residential		-		-		-		5		502		406
Home equity and home equity lines of credit		-		-		-		1		40		20
Consumer and Other		-		-		-		2		37		37
Total		12	$	3,277	$	3,277		47	$	12,681	$	12,126

During the three month period ended September 30, 2011, there were no payment defaults on TDRs. During the nine months ended September 30, 2011, one loan with a recorded investment of $447,000 that was modified as a TDR in the last twelve months defaulted within 12 months of its restructuring.

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

	Non-Market Interest Rate				Extension of Amortization Period				Non-Market Interest Rate and Extension of Amortization Period
			Pre-Modification				Pre-Modification				Pre-Modification
	Number		Recorded		Number		Recorded		Number		Recorded
	of Loans		Investment		of Loans		Investment		of Loans		Investment
	(dollars in thousands)
Three months ended September 30, 2012
Commercial		-	$	-		-	$	-		-	$	-
Commercial real estate:
Construction, land development, and other land		-		-		1		104		2		2,527
Owner occupied		-		-		2		460		-		-
Nonowner occupied		1		126		1		902		1		452
Consumer real estate:
Commercial purpose		-		-		-		-		-		-
Mortgage - Residential		1		89		-		-		2		70
Home equity and home equity lines of credit		-		-		-		-		1		84
Consumer and Other		-		-		-		-		-		-
Total		2	$	215		4	$	1,466		6	$	3,133

Nine months ended September 30, 2012
Commercial		-	$	-		-	$	-		-	$	-
Commercial real estate:
Construction, land development, and other land		-		-		1		104		2		2,527
Owner occupied		-		-		2		460		-		-
Nonowner occupied		3		531		1		902		2		920
Consumer real estate:
Commercial purpose		2		431		-		-		-		-
Mortgage - Residential		2		296		-		-		2		70
Home equity and home equity lines of credit		1		53		-		-		1		84
Consumer and Other		-		-		-		-		-		-
Total		8	$	1,311		4	$	1,466		7	$	3,601

During the three and nine month periods ended September 30, 2012, non-market interest rate restructurings included pre-modification recorded investments of approximately $89,000 and $888,000, respectively, related to performing loans that were renewed at either their existing contractual rates or non-market interest rates.

	Non-Market Interest Rate				Extension of Amortization Period				Non-Market Interest Rate and Extension of Amortization Period
			Pre-Modification				Pre-Modification				Pre-Modification
	Number		Recorded		Number		Recorded		Number		Recorded
	of Loans		Investment		of Loans		Investment		of Loans		Investment
	(dollars in thousands)
Three months ended September 30, 2011
Commercial		-	$	-		-	$	-		4	$	389
Commercial real estate:
Construction, land development, and other land		-		-		-		-		1		508
Owner occupied		-		-		-		-		4		1,068
Nonowner occupied		-		-		-		-		1		1,184
Consumer real estate:
Commercial purpose		1		38		-		-		1		-
Mortgage - Residential		-		-		-		-		-		80
Home equity and home equity lines of credit		-		-		-		-		-		-
Consumer and Other		-		-		-		-		-		-
Total		1	$	38		-	$	-		11	$	3,229

Nine months ended September 30, 2011
Commercial		1	$	86		1	$	201		6	$	732
Commercial real estate:
Construction, land development, and other land		-		-		-		-		6		1,896
Owner occupied		1		469		2		583		10		1,921
Nonowner occupied		1		1,184		1		758		2		3,279
Consumer real estate:
Commercial purpose		-		-		-		-		8		993
Mortgage - Residential		1		142		-		-		4		360
Home equity and home equity lines of credit		-		-		-		-		1		40
Consumer and Other		-		-		-		-		2		37
Total		4	$	1,881		4	$	1,542		39	$	9,258

During the three and nine month periods ended September 30, 2011, non-market interest rate restructurings included pre-modification recorded investments of $3.1 million and $8.9 million, respectively, related to performing loans that were renewed at either their existing contractual rates or non-market interest rates.

6. Fair Value Measurements

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

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data by correlation or other means.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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

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

Fair value of assets measured on a recurring basis:

			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
September 30, 2012
Obligations of state and political subdivisions	$	1,579	$	-	$	1,579	$	-
U.S. agency securities		3,016		-		3,016		-
Mortgage-backed/CMO securities		72,954		-		71,047		1,907
Preferred stock securities		69		-		69		-
Total investment securities available for sale	$	77,618	$	-	$	75,711	$	1,907

December 31, 2011
Obligations of state and political subdivisions		1,311	$	-	$	1,311	$	-
U.S. agency securities		7,008		-		7,008		-
Mortgage-backed/CMO securities		23,897		-		21,833		2,064
Preferred stock securities		109		-		109		-
Total investment securities available for sale	$	32,325	$	-	$	30,261	$	2,064

The reconciliation for the asset classified by the Corporation measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2012 is as follows:

	(in thousands)
Fair value of non-agency mortgage-backed security, beginning of period⁽¹⁾	$	2,064
Total gains (losses) realized/unrealized:
Included in earnings⁽²⁾		-
Included in other comprehensive income (loss)⁽²⁾		178
Purchases, issuances, and other settlements		(335	)
Transfers into Level 3		-
Fair value of non-agency mortgage-backed security, September 30, 2012	$	1,907

Total amount of losses for the period included in earnings attributable to the change in unrealized losses relating to assets still held at September 30, 2012	$	-

⁽¹⁾

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

⁽²⁾

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

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

Loans. The Corporation does not record loans at fair value on a recurring basis. However, from time to time, the Corporation records nonrecurring fair value adjustments to impaired loans. These loans are reported in the nonrecurring table below at initial recognition of impairment and on an ongoing basis until recovery or charge off. A loan is considered impaired when it is probable that all of the principal and interest due under the original terms of the loan may not be collected. Impairment is typically measured based on the fair value of the underlying collateral which is determined, where possible, using observable market prices derived from appraisals or broker price opinions, which are considered to be Level 2. When a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the impaired loan as nonrecurring Level 3. Fair value may also be measured using the present value of expected future cash flows discounted at the loan’s effective interest rate. Since certain assumptions and unobservable inputs are currently used in both techniques, impaired loans are recorded as Level 3 in the fair value hierarchy.

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

Fair value on a nonrecurring basis is as follows:

			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unboservable
			Identical Assets		Observable Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
September 30, 2012
Impaired loans⁽¹⁾	$	24,632	$	-	$	-	$	24,632
Other real estate owned		3,002		-		-		3,002

December 31, 2011
Impaired loans⁽¹⁾	$	22,236	$	-	$	-	$	22,236
Other real estate owned		3,026		-		-		3,026

⁽¹⁾

Represents carrying value and related write-downs and specific reserves on loans for which fair value is measured using either the appraised value of the underlying collateral or the present value of expected future cash flows discounted at the loan’s effective interest rate, and other unobservable inputs.

7. Fair Value of Financial Instruments

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

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

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

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

FHLBI and FRB stock – The carrying amount is the estimated fair value of FHLBI and FRB stock. Due to restrictions placed on transferability, these equity securities are not readily marketable and are recorded at cost (par value) and evaluated for impairment based on the ultimate recoverability of the par value.

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

Loans are not recorded at fair value on a recurring basis. As noted above, from time to time, we record nonrecurring fair value adjustments to collateral dependent loans to reflect partial write-downs or specific reserves that are based on an observable market price or a current estimate of collateral value. These loans are reported in the nonrecurring table above at initial recognition of impairment and on an ongoing basis until recovery or charge off.

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

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

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

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

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

The carrying amount, estimated fair value and level within the fair value hierarchy of the Corporation’s financial instruments are as follows:

	Level in Fair	September 30, 2012				December 31, 2011
	Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Financial assets:
Cash and due from banks	Level 1	$	39,773	$	39,773	$	50,020	$	50,020
Short term investments	Level 2		197		197		197		197
Investment securities	Level 2		75,711		75,711		30,261		30,261
Non-agency mortgage-backed security	Level 3		1,907		1,907		2,064		2,064
FHLBI and FRB stock	Level 2		779		779		779		779
Loans, net^(a)	Level 3		175,106		176,093		196,154		197,088
Accrued interest income	Level 2		723		723		739		739

Financial liabilities:
Deposits	Level 2	$	297,134	$	297,262	$	283,652	$	284,547
Other borrowings	Level 2		139		139		60		60
Accrued interest expense	Level 2		103		103		136		136

^(a) Included $24.6 million and $22.2 million of impaired loans recorded at fair value on a nonrecurring basis at September 30, 2012 and December 31, 2011, respectively.

Limitations

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

8. Earnings per Common Share

Basic earnings per common share is based on the weighted average number of common shares and participating securities outstanding during the period. Diluted earnings per share is the same as basic earnings per share because any additional potential common shares issuable are included in the basic earnings per share calculation. The Corporation follows guidance included in ASC Topic 260,Earnings Per Share, related to determining whether instruments granted in a share-based payment transaction are participating securities. This guidance requires that unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (referred to as “participating securities”), be included in the number of shares outstanding for both basic and diluted earnings per share calculations. Our unvested restricted stock under the Long-Term Incentive Plan is considered a participating security. As a result, 2,771 and 2,338 unvested restricted shares have been included in determining both basic and diluted earnings per share for the three and nine month periods ended September 30, 2012. In the event of a net loss, the participating securities are excluded from the calculation of both basic and diluted earnings per share, as the impact would be anti-dilutive.

	Third Quarter					Year to Date
	2012		2011⁽¹⁾			2012		2011⁽¹⁾
	(dollars in thousands, except per share amounts)
Weighted average basic and diluted shares outstanding		460,191		457,333			459,750		457,308

Net loss available to common shareholders	$	118	$	(428	)	$	75	$	(3,574	)
Basic and diluted net income (loss) per share	$	0.26	$	(0.94	)	$	0.16	$	(7.81	)

⁽¹⁾ Number of shares is adjusted to reflect the 1-for-7 reverse stock split effective October 3, 2011.

9. Long Term Incentive Plan

Under the Long Term Incentive Plan (the “LTIP”), the Corporation had the authority to grant stock options and restricted stock as compensation to key employees. Such authority expired April 22, 2008. The Corporation did not award any stock options under the LTIP. The restricted shares granted under the LTIP have a five-year vesting period. The awards were recorded at fair value on the grant date and are amortized into salary expense over the vesting period.

A summary of the activity under the LTIP for the nine months ended September 30, 2012 and 2011 is presented below:

	2012					2011
				Weighted-Average					Weighted-Average
				Grant Date					Grant Date
Restricted Stock Awards ⁽¹⁾	Shares			Fair Value		Shares ⁽¹⁾			Fair Value
Outstanding at January 1,		40		$	98.88		173		$	112.20
Granted		-			-		-			-
Vested		(25	)		103.40		(71	)		125.18
Forfeited		-			-		-			-
Outstanding at September 30,		15		$	91.00		102		$	102.68

⁽¹⁾ Number of shares are adjusted to reflect the 1-for-7 reverse stock split effective October 3, 2011.

The total fair value of the awards vested during the three months ended September 30, 2012 and 2011 was $665 and $2,577, respectively. Awards vested during the nine months ended September 30, 2012 and 2011 had a total fair value of $2,636 and $8,935, respectively. As of September 30, 2012, there was $1,335 of total unrecognized compensation cost related to nonvested stock awards under the LTIP. That cost is expected to be recognized over a weighted-average period of less than one year.

10. Income Taxes

The provision for income taxes represents federal income tax expense calculated using estimated annualized rates on taxable income or loss generated during the respective periods adjusted, as necessary, to avoid recording tax benefits during loss periods in excess of amounts expected to be realized.

In the third quarter of 2012 and 2011 the Corporation recorded a federal income tax benefit to reduce its deferred tax valuation allowance established on previously recorded deferred tax assets. The decrease in the recorded valuation allowance resulted from an increase in the deferred tax liability related to appreciation in the available for sale investment portfolio. No income tax expense was recognized on the Corporation’s pre-tax income for the three and nine month period ended September 30, 2012 due to the Corporation’s tax loss carry forward position. The Corporation recorded a valuation allowance against the tax benefit related to the respective pre-tax losses incurred during the three and nine month periods ended September 30, 2011 due to the uncertainty of future taxable income necessary to realize the recorded net deferred tax asset.

11. Shareholders’ Equity

On May 24, 2012, at the Corporation’s annual shareholder meeting, the shareholders approved an increase in the number of authorized shares of common stock from 7 million shares to 11 million shares. The additional shares are required to close the planned Capital Raise (see Note 2) and to provide additional shares for future issuance should further capital needs arise.

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

The Corporation, a Michigan business corporation, is a one bank holding company which owns all of the outstanding capital stock of First National Bank in Howell (the Bank) and all of the outstanding stock of HB Realty Co., a subsidiary. The following is a discussion of the Corporation’s results of operations for the three and nine months ended September 30, 2012 and 2011, and the Corporation’s financial condition, focusing on its liquidity and capital resources.

The Bank is currently “significantly undercapitalized” by regulatory standards. On September 24, 2009, the Bank became subject to the terms of a Consent Order agreement with the Office of the Comptroller of the Currency (“OCC”). The Consent Order requires management and the board of directors to take certain actions to improve the financial condition of the Bank, including achieving and maintaining minimum leverage and total risk-based capital ratios of at least 8.5% and 11%, respectively, by January 22, 2010. To date, the Bank has failed to meet these required minimum ratios and is currently out of compliance with these required minimum capital ratios as well as other requirements of the Consent Order.

If the Capital Raise closes, the Corporation intends to contribute substantially all of the proceeds from the Capital Raise (less commissions and other offering expenses and less an amount to be retained by the Corporation to pay certain future expected holding company expenses) to the Bank in order to improve the Bank's capital levels. Even if the Corporation is successful in closing the Capital Raise, the amount of capital raised and contributed to the Bank may not be sufficient to meet the minimum capital ratios required by the Consent Order or even to cause the Bank to be considered "well capitalized" under regulatory standards.

In light of the uncertainty of completing the Capital Raise due to material conditions beyond our control and the Bank’s noncompliance with the Consent Order, recent losses and deficient capital position, management believes it is reasonable to anticipate that further regulatory oversight or enforcement action may be taken by the OCC. See also the “Capital” and “Regulatory Enforcement Action” sections of this Management’s Discussion and Analysis for further details.

The success of the Corporation depends to a great extent upon the economic conditions in Livingston County and the surrounding area. The Corporation has in general experienced a slowing economy in Michigan since 2007. In particular, Michigan’s unemployment rate at September 2012, although improved from 2011 and 2010 levels, remains above the national average and among the worst for all states. Unlike larger banks that are more geographically diversified, we provide banking services to customers primarily in Livingston County. Our loan portfolio, the ability of the borrowers to repay these loans, and the value of the collateral securing these loans is impacted by local economic conditions. The continued economic difficulties in Michigan have had and may continue to have adverse consequences as described below in “Loans and Asset Quality”.

Dramatic declines in commercial real estate values in recent years, with elevated levels of foreclosures and unemployment have resulted in and may continue to result in significant write-downs of asset values by us and other financial institutions. These write-downs have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail. Additionally, capital and credit markets have continued to experience elevated levels of volatility and disruption in recent years. This market turmoil and tightening of credit have led to a lack of general consumer confidence and reduction in business activity.

Due to the conditions and events discussed above and elsewhere in this Form 10-Q, there is significant uncertainty regarding the impact of potential future regulatory action against the Bank. The extent of such regulatory action may threaten the Bank’s ability to continue operating as a going concern. Even if we do not become subject to more stringent regulatory requirements or restrictions, our current capital deficiencies and elevated levels of nonperforming assets may make it difficult to continue as a going concern. (Although improved from 30% at June 30, 2012, our nonperforming assets exceed the sum of the Bank’s capital and allowance for loan losses by approximately 13% at September 30. 2012). As described elsewhere in this Form 10-Q, we have established our allowance for loan losses at a level we currently believe, based on data available to us, is sufficient to absorb expected losses in our loan portfolio. However, this process involves a very significant degree of judgment, is based on numerous different assumptions that are difficult to make and, by its nature, is inherently uncertain. Moreover, the performance of our existing portfolio is, in many respects, dependent on external factors such as our borrowers’ ability to repay their loan obligations and the value of collateral securing those obligations, which in turn depend on macro and micro economic conditions including the pace of economic recovery in Southeast Michigan. If our loan portfolio performs worse that we currently expect, we may not have sufficient capital to absorb all of the losses, which could render us insolvent. Notwithstanding the above, the consolidated financial statements included in this Form 10-Q have been prepared assuming the Bank continues to operate in the normal course of business for the foreseeable future, and do not include any adjustments to recorded assets or liabilities should we be unable to continue as a going concern.

As fully described in Note 2, “Regulatory Matters and Going Concern”, of the consolidated financial statements included in the 2011 Annual Report within the Corporation’s Form 10-K filing, management has undertaken various initiatives identified in its recovery plan to address the current challenges facing the Bank. The successful implementation of the various actions being undertaken by management will be difficult in the current economic environment. Even if such actions are successfully implemented, such strategy may not be sufficient to increase the Bank's capital levels to satisfactory levels, return the Bank to profitability, or otherwise avoid further regulatory oversight or enforcement action. Any further declines in the Bank’s capital levels may result in more severe regulatory oversight or enforcement action by either the OCC or FDIC, including the possibility of regulatory receivership.

It is against this backdrop that we discuss our financial condition and results of operations for the three and nine months ended September 30, 2012 as compared to same three and nine month periods in 2011.

Earnings

	Third Quarter					Year to Date
	2012		2011			2012		2011
	(dollars in thousands, except per share amounts)

Net income (loss)	$	118	$	(428	)	$	75	$	(3,574	)
Basic and diluted net income (loss) per share⁽¹⁾	$	0.26	$	(0.94	)	$	0.16	$	(7.81	)

⁽¹⁾ Number of shares are adjusted to reflect the 1-for-7 reverse stock split effective October 3, 2011.

Net income for the three months ended September 30, 2012 increased by $546,000 compared to the same period last year. In the third quarter of 2012, the provision for loan losses decreased by $500,000, noninterest income increased by $67,000, and noninterest expense decreased by $285,000.

Net income for the nine months ended September 30, 2012 increased by $3.6 million compared to the same period last year. For the nine months ended September 30, 2012, the provision for loan losses decreased by $4.2 million, noninterest income increased by $103,000, and noninterest expense decreased by $261,000.

Net Interest Income

	Third Quarter				Year to Date
	2012		2011		2012		2011
	(in thousands)

Interest and dividend income	$	2,719	$	3,104	$	8,438	$	9,621
Interest expense		263		374		847		1,225
Net interest income	$	2,456	$	2,730	$	7,591	$	8,396

Interest Yields and Costs

The following shows an analysis of net interest margin for the three and nine months ended September 30:

	For the three months ended September 30,
	2012								2011
	Average Balance			Interest		Rate			Average Balance			Interest		Rate
	(dollars in thousands)
Assets:
Interest earning assets:
Short term investments	$	197		$	0.1		0.23	%	$	197		$	0.1		0.26	%
Securites: Taxable		71,135			275.4		1.55	%		35,539			277.4		3.12	%
Tax-exempt⁽¹⁾		1,034			15.4		5.97	%		5,932			89.5		6.04	%
Commercial loans⁽²⁾⁽³⁾		162,507			2,145.2		5.17	%		187,842			2,418.1		5.04	%
Consumer loans⁽²⁾⁽³⁾		13,870			176.2		5.05	%		15,343			199.9		5.17	%
Real estate loans⁽²⁾⁽³⁾		13,853			118.5		3.42	%		15,196			157.2		4.14	%
Total earnings and total interest income		262,596			2,730.8		4.09	%		260,049			3,142.2		4.75	%
Cash and due from banks		35,847								39,377
All other assets		12,559								13,731
Allowance for loan losses		(12,319	)							(13,108	)
Total Assets	$	298,683							$	300,049
Liabilities and Shareholders' Equity:
Interest bearing liabilities:
NOW	$	29,617		$	1.7		0.02	%	$	28,508		$	1.9		0.03	%
Savings		42,154			2.3		0.02	%		42,598			10.9		0.10	%
MMDA		36,980			40.9		0.44	%		35,259			54.6		0.61	%
Time		87,152			218.4		1.00	%		97,536			306.7		1.25	%
Total interest bearing liabilities and total interest expense		195,903			263.3		0.53	%		203,901			374.1		0.73	%
Non-interest bearing deposits		93,807								86,618
All other liabilities		2,151								1,983
Shareholders' Equity		6,822								7,547
Total Liabilities and Shareholders' Equity	$	298,683							$	300,049
Interest spread							3.56	%							4.02	%
Net interest income - FTE				$	2,467.5							$	2,768.1
Net interest margin							3.69	%							4.18	%

⁽¹⁾

Average yields in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate.

⁽²⁾

Includes average non-accrual loans of approximately $20.0 million and $27.0 million for the three months ended September 30, 2012 and 2011.

⁽³⁾

Interest on loans includes origination fees totaling $16,000 in 2012 and $17,000 in 2011.

	For the nine months ended September 30,
	2012								2011
	Average Balance			Interest		Rate			Average Balance			Interest		Rate
	(dollars in thousands)
Assets:
Interest earning assets:
Short term investments	$	197		$	0.3		0.23	%	$	197		$	0.5		0.32	%
Securities: Taxable		57,685			775.6		1.79	%		32,426			758.6		3.12	%
Tax-exempt⁽¹⁾		1,178			54.5		6.14	%		6,097			281.1		6.15	%
Commercial loans⁽²⁾⁽³⁾		170,472			6,716.7		5.18	%		195,715			7,570.9		5.10	%
Consumer loans⁽²⁾⁽³⁾		14,149			536.6		5.07	%		15,717			626.5		5.33	%
Real estate loans⁽²⁾⁽³⁾		14,209			393.0		3.69	%		15,583			500.0		4.28	%
Total earnings and total interest income		257,890			8,476.7		4.33	%		265,735			9,737.6		4.85	%
Cash and due from banks		33,504								32,320
All other assets		12,404								13,584
Allowance for loan losses		(12,413	)							(13,601	)
Total Assets	$	291,385							$	298,038
Liabilities and Shareholders' Equity:
Interest bearing liabilities:
NOW	$	28,947		$	4.6		0.02	%	$	28,848		$	6.1		0.03	%
Savings		41,752			7.2		0.02	%		41,624			33.6		0.11	%
MMDA		36,333			129.6		0.48	%		35,217			163.8		0.62	%
Time		89,745			705.8		1.05	%		100,282			1,021.2		1.36	%
Total interest bearing liabilities and total interest expense		196,777			847.2		0.58	%		205,971			1,224.7		0.79	%
Non-interest bearing deposits		85,768								80,664
All other liabilities		2,050								2,067
Shareholders' Equity		6,790								9,336
Total Liabilities and Shareholders' Equity	$	291,385							$	298,038
Interest spread							3.75	%							4.06	%
Net interest income - FTE				$	7,629.5							$	8,512.9
Net interest margin							3.89	%							4.23	%

⁽¹⁾

Average yields in the above table have been adjusted to a tax-equivalent basis using a 34% tax rate.

⁽²⁾

Includes average non-accrual loans of approximately $21.6 million and $29.4 million for the nine months ended September 30, 2012 and 2011.

⁽³⁾

Interest on loans includes origination fees totaling $48,000 in 2012 and $63,000 in 2011.

Interest Earning Assets/Interest Income

On a tax equivalent basis, interest income decreased $411,000 (13.1%) in the third quarter of 2012 compared to the third quarter of 2011. This was due to a decrease in the yield on average earning assets of 66 basis points partially offset by an increase in average earning assets of $2.5 million (1.0%).

The average balance of securities increased $30.7 million (74.0%) in the third quarter of 2012 compared to the same period in 2011. This increase was attributable to $61.5 million of security purchases during 2012 which included reinvestment of $15.0 million of proceeds from security sales in December 2011 and $15.7 million of proceeds from calls and principal pay-downs received in 2012. Additional 2012 security purchases included reinvestment of loan portfolio run-off and the gradual investment of a portion of the Bank’s excess on-balance sheet liquidity into interest earning assets. The yield on average security balances decreased 193 basis points in the third quarter compared to 2011 due to sales of higher yielding securities in December 2011 and securities called in 2012 coupled with comparatively lower yields on new securities acquired during 2012.

Loan average balances decreased $28.1 million (12.9%) in the third quarter of 2012 compared to the same period last year and the average yield increased 5 basis points. The largest decline in terms of average balances was in commercial loans, the majority of our loan portfolio, which decreased $25.3 million (13.5%) in the third quarter of 2012 compared to 2011 while the average yield increased 13 basis points. Current quarter loan yields benefitted from the recognition of interest income collected upon payoff of certain nonaccrual loans. Commercial loans have continued to decrease due to receipt of scheduled payments, negotiated pay-downs and settlements collected on problem loans, pay-offs received from borrowers, pay-offs from borrowers’ refinancing with other financial institutions, charge offs and limited new loan originations. It is expected that continued efforts to manage the Bank’s regulatory capital levels (i.e., shrinking the Bank’s size) will further decrease both average loan balances and net interest income in future periods. In addition, the renewal of maturing loans in the current lower rate environment will continue to exert downward pressure on average loan portfolio yields.

Loan yields in 2012 continue to be negatively impacted by the elevated level of nonperforming loans. Management expects the average balance of nonperforming loans to continue to decrease but remain elevated in 2012, adversely impacting net interest income. Moreover, competitive pressures and the weakened local economy have had, and are expected to continue to have, a negative impact on commercial loan balances and yields.

Through nine months of the year, tax equivalent interest income decreased $1.3 million (12.9%) compared to the same period of 2011. This was due to a decrease in average earning assets of $7.8 million (3.0%) combined with a decrease in the yield on average earning assets of 52 basis points.

The average balance of securities increased $20.3 million (52.8%) for the first nine months of 2012 compared to 2011. As noted above, this increase was due to reinvestment of loan portfolio run-off and the gradual investment of a greater portion of the Corporation’s excess on-balance sheet liquidity into earning assets. The yield on average security balances decreased 172 basis points through nine months of 2012 compared to 2011 due to sale of higher yielding securities in December 2011 and recent purchases of lower yielding securities in the current rate environment.

Loan average balances decreased $28.2 million (12.4%) through nine months of 2012 compared to 2011 and the average yield remained the same. The largest decline in terms of average balances was in commercial loans, which decreased $25.2 million (12.9%) combined with an increase in yield of 8 basis points through nine months of 2012 compared to 2011. Average balances decreased primarily due to receipt of scheduled payments, settlements collected on problem loans, pay-offs, charge-offs, and limited new loan originations.

Interest Bearing Liabilities/Interest Expense

Interest expense on deposits for the third quarter of 2012 decreased $111,000 (29.6%) compared to the third quarter of 2011. This was the result of lower interest rates paid on deposits of 20 basis points combined with lower average deposit balances of $8.0 million (3.9%).

Interest expense on deposits through nine months of 2012 decreased $377,000 (30.8%) compared to 2011. This was the result of lower interest rates paid on deposits of 21 basis points combined with lower average deposit balances of $9.2 million (4.5%).

Liquidity

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

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

Asset liquidity for financial institutions typically consists of cash and cash equivalents, certificates of deposit and investment securities available for sale. These categories totaled $118 million at September 30, 2012 or about 38.5% of total assets. This compares to $82 million or about 28.3% of total assets at year-end 2011. Liquidity is important for financial institutions because of the need to meet loan funding commitments and depositor withdrawal requests. Liquidity can vary significantly on a daily basis based on customer activity.

Of the Corporation’s liquid assets at September 30, 2012, investment securities with a fair value of approximately $57 million were pledged for borrowing availability on a line of credit from the Federal Home Loan Bank of Indianapolis (“FHLBI”), to secure public deposits or for other purposes as required or permitted by law.

Deposits are the principal source of funds for the Bank. Management monitors rates at other financial institutions in the area to ascertain that its rates are competitive in the market. Management also attempts to offer a wide variety of products to meet the needs of its customers. The makeup of the Bank’s “Large Certificates”, which are generally considered to be more volatile and sensitive to changes in rates, consist principally of local depositors known to the Bank. The Bank had Large Certificates totaling approximately $32.0 million at September 30, 2012 and $34.7 million at December 31, 2011, respectively. The Bank had $1.1 million of brokered deposits at September 30, 2012. Due to the Bank’s capital classification as “significantly undercapitalized” at September 30, 2012, these brokered deposits may not be renewed or additional brokered deposits issued without prior approval of the Federal Deposit Insurance Corporation (“FDIC”). See “Capital” section of this Management’s Discussion and Analysis for further details.

It is Bank management’s intention to handle unexpected liquidity needs through its cash and cash equivalents, FHLBI borrowings, or Federal Reserve discount borrowings. At September 30, 2012, the Bank had a $48.2 million line of credit available at the FHLBI for which the Bank has pledged investment securities and certain commercial and consumer loans secured by residential real estate as collateral. The Bank also had a $6.4 million line of credit available at the Federal Reserve for which the Bank has pledged certain commercial loans as collateral. At September 30, 2012, the Bank had no borrowings outstanding against these lines of credit.

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

Interest Rate Risk

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

The table below shows the scheduled maturity and repricing of the Corporation’s interest sensitive assets and liabilities:

	0-3		4-12		1-5		5+
	Months		Months		Years		Years			Total
September 30, 2012	(dollars in thousands)
Assets:
Loans	$	69,601	$	59,938	$	56,691	$	641		$	186,871
Securities		4,268		14,858		37,804		21,467			78,397
Short term investments		197		-		-		-			197
Total rate sensitive assets	$	74,066	$	74,796	$	94,495	$	22,108		$	265,465

Liabilities:
NOW, Savings & MMDA	$	36,119		-	$	-	$	71,230		$	107,349
Time Deposits		20,059		37,603		28,456		26			86,144
Total rate sensitive liabilities	$	56,178	$	37,603	$	28,456	$	71,256		$	193,493

Rate sensitivity GAP and ratios:
GAP for period	$	17,888	$	37,193	$	66,039	$	(49,148	)
Cumulative GAP		17,888		55,081		121,120		71,972

Cumulative rate sensitive ratio		1.32		1.59		1.99		1.37
December 31, 2011 rate sensitive ratio		1.59		1.43		1.80		1.21

The preceding table sets forth the time periods in which earning assets and interest bearing liabilities will mature or may re-price in accordance with their contractual terms. The entire balance of savings including MMDA and NOW are not categorized as 0-3 months, although they are variable rate products. Some of these balances are core deposits and are not considered rate sensitive. Allocations are made to time periods based on the Bank’s historical experience and management’s analysis of industry trends.

In the GAP table above, the short term (one year and less) cumulative interest rate sensitivity is 159% asset sensitive as of September 30, 2012.

Because of the Bank’s asset sensitive position, if market interest rates increase, this positive GAP position indicates that the interest margin would be positively affected. However, GAP analysis is limited and may not provide an accurate indication of the impact of general interest rate movements on the net interest margin since repricing of various categories of assets and liabilities is subject to the Bank’s needs, competitive pressures, and the needs of the Bank’s customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within the period and at different rate indices. Due to these inherent limitations in the GAP analysis, the Corporation also utilizes simulation modeling, which measures the impact of upward and downward movements of interest rates on interest margin. This modeling indicates that a 100 basis point gradual decrease in interest rates would decrease net interest income by approximately 1.3% in the first year, while a 200 basis point increase in interest rates would increase net interest income by approximately 5.4% in the first year. This is influenced by the assumptions regarding how quickly and to what extent liabilities will reprice with an increase in interest rates.

Loans

	Third Quarter				Year to Date
	2012		2011		2012		2011
	(in thousands)

Provision for loan losses	$	300	$	800	$	1,200	$	5,400

The provision for loan losses for the third quarter of 2012 was $300,000 compared to $800,000 for the third quarter of 2011. Provision expense of $1.2 million was recorded for the nine months ended September 30, 2012 compared to $5.4 million during the same period of 2011. In general, the reduced 2012 provision expense reflects decreasing trends in the levels of existing and newly identified nonperforming loans, gradual stabilization in real estate values for certain problem credits, and continued shrinkage in the overall loan portfolio relative to conditions faced by the Bank one year ago. Although reduced from 2011, the 2012 provision expense remains elevated due to continued economic stress in the Bank’s market area and the Bank’s significant and recent historical loan loss experience.

Loan charge offs for the nine months ended September 30, 2012 totaled $3.6 million compared to $7.0 million recognized during the same prior year period. The 2012 charge offs included approximately $646,000 of protective advances paid by the Bank to protect its interest in collateral scheduled for tax sale. Specific reserves were established by the Bank in 2011 as estimates of potential loss related to these protective advances (i.e., unpaid taxes). The remaining 2012 charge offs related primarily to collateral liquidation shortfalls on existing impaired loans and management’s determination of certain borrowers’ inability to support future cash flow projections. Despite the continued need for charge offs related to collateral deficiencies on impaired loans, the general rate of decline in real estate values has slowed and may portend a decrease in future charge offs as the Bank’s higher risk commercial real estate portfolio continues to shrink.

Despite the migration of certain loans from Pass (Grade 5) to Special Mention (Grade 6) during the second quarter of 2012, as determined based on management’s monitoring and assessment of potential weaknesses, we have generally experienced a net improvement in our overall asset quality throughout 2012. This is largely attributable to the stabilization of certain underlying collateral values resulting in lower reserves on some of our substandard impaired loans. Additionally, we continue to execute our remediation plans for all significant criticized commercial credits including negotiation of settlement payments, receipt of payoffs effected via borrowers refinancing with other institutions, and enhancement of our collateral positions.

While the second quarter downgrades required a slight increase in general reserves due to higher loss allocation factors used in our allowance for loan loss analysis, the resulting increase in general reserves has been offset by continued improvement in our rolling 12 quarter loss history and the impact of lower outstanding loan balances experienced to date in 2012. Management considered these factors in conjunction with its quarterly analysis of the loan portfolio to identify and quantify the level of credit risk to estimate losses to determine the recorded provision expense of $1.2 million for the first nine months of 2012 and the level of the allowance for loan losses of $11.8 million at September 30, 2012.

Loans and Asset Quality

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

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

	September 30, 2012						December 31, 2011
	Balances			Percent			Balances			Percent
	(dollars in thousands)
Secured by real estate:
Residential first mortgage	$	20,513			11.0	%	$	21,755			10.4	%
Residential home equity/other junior liens		10,374			5.5	%		12,246			5.9	%
Construction, land development and other land loans		9,342			5.0	%		13,918			6.7	%
Commercial (nonfarm, nonresidential)		128,068			68.5	%		142,539			68.2	%
Commercial		14,223			7.6	%		13,590			6.5	%
Consumer and Other		4,555			2.4	%		4,992			2.3	%
Total gross loans		187,075			100.0	%		209,040			100.0	%
Net unearned fees		(204	)					(196	)
Total loans	$	186,871					$	208,844

The loan portfolio decreased $22 million (10.5%) in the first nine months of 2012. The largest decline was in loans secured by nonresidential properties (owner occupied and nonowner occupied) which decreased $14.5 million (10.2%). Loans secured by consumer real estate decreased $3.1 million (9.2%), construction, land development and other land loans decreased $4.6 million (32.9%), and commercial loans increased $633,000 (4.7%).

The decrease in nearly all portfolio segments was primarily attributable to receipt of scheduled payments from borrowers, special pay-downs and negotiated settlements collected on problem loans, and pay-offs received directly from borrowers or via borrowers’ refinancing with other financial institutions. Additionally, loan balances decreased by approximately $3.0 million of charge offs (net of $646,000 for protective advances as discussed above) and $619,000 of loans transferred to other real estate.

The future size of the loan portfolio is dependent on a number of economic, competitive, and regulatory factors faced by the Bank. In light of the economic and regulatory challenges currently impacting the Bank, we anticipate continued and managed shrinkage of the loan portfolio during the remainder of 2012. Further declines in loans, restrictions on the Bank’s ability to make new loans or competition that leads to lower relative pricing on new loans could adversely impact our operating results.

Nonperforming assets consist of loans accounted for on a nonaccrual basis, loans contractually past due 90 days or more as to interest or principal payments (but not included in nonaccrual loans), and other real estate which has been acquired through foreclosure and is actively managed through the time of disposition to minimize loss. In addition, nonperforming loans include troubled debt restructured loans (“TDRs”) that are on nonaccrual status or past due 90 days or more. At September 30, 2012, December 31, 2011 and September 30, 2011, there were approximately $12.7 million, $13.7 million and $15.6 million of TDRs included in nonperforming loans. TDRs that are not past due 90 days or more are excluded from nonperforming loan totals.

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

	September 30,			December 31,			September 30,
	2012			2011			2011
	(dollars in thousands)

Nonaccrual loans	$	17,674		$	22,962		$	25,242
90 days or more past due and still accruing		463			9			-
Total nonperforming loans		18,137			22,971			25,242
Other real estate owned		3,002			3,026			3,408
Total nonperforming assets	$	21,139		$	25,997		$	28,650

Nonperforming loans as a percent of total loans		9.71	%		11.00	%		11.65	%
Allowance for loan losses as a percent of nonperforming loans		64.87	%		55.25	%		51.94	%
Nonperforming assets as a percent of total loans and other real estate		11.13	%		12.27	%		13.02	%

Nonperforming loans at September 30, 2012 decreased $4.8 million from December 31, 2011 and $7.1 million from September 30, 2011. The decrease from December 31, 2011 results from the combination of approximately $2.7 million of charge offs recognized primarily on collateral dependent loans, the upgrade of approximately $1.1 million of loans now demonstrating both improved cash flows and established payment history following the culmination of successful work-outs and/or restructurings, the transfer of approximately $607,000 of loans to other real estate owned, and receipt of approximately $5.9 million of payments, which in aggregate, exceeded approximately $5.5 million of newly identified nonperforming loans which were comprised principally of commercial real estate loans.

During the third quarter 2012 our nonperforming loans decreased due to approximately $1.2 million of charge offs, $800,000 of upgrades, and $2.7 million of payments. These decreases were partially offset by approximately $1.3 million of newly identified nonperforming loans. The $2.7 million of payments included $1.8 million received for the full pay-off and settlement of a land development loan relationship via proceeds from the borrower’s refinancing with another financial institution and $566,000 collected as a negotiated payment in conjunction with restructuring of another land development loan. Loans 90 days past due and still accruing at September 30, 2012 represent matured loans that are expected to be renewed and continue to make current monthly payments.

Management continues to focus on reducing the level of nonperforming assets and making improvements in asset quality.

As of September 30, 2012, approximately $12.3 million (67.9%) of nonperforming loans are making scheduled payments on their loans. Management closely monitors each of these loans to identify opportunities where workout efforts or restructuring may improve borrowers’ credit risk profiles to facilitate a return to accrual status for credits with sustained repayment histories. All nonperforming loans are reviewed regularly for collectability and uncollectible balances are promptly charged off.

Management regularly evaluates the condition of problem credits and when reduced cash flows coupled with collateral shortfalls are evident, the loans are placed on nonaccrual. In addition, loans are generally placed on nonaccrual when principal or interest is past due ninety days or more. If management believes there is significant risk of not collecting full principal and interest, we may elect to place the loan on nonaccrual even if the borrower is current. Based on the existing level of problem loans, we anticipate that other real estate owned may increase as the Bank manages through the problem loan portfolio and borrowers continue to face financial difficulties and tight credit markets.

Other real estate owned (“OREO”) is comprised primarily of commercial real estate properties totaling $3.0 million at September 30, 2012 and December 31, 2011, respectively. Nonperforming loans move into OREO as the foreclosure process is completed and any redemption period expires and from the receipt of deeds in lieu of foreclosure.

At September 30, 2012, impaired loans totaled approximately $26.5 million, of which $14.1 million were assigned specific reserves of $1.9 million. Impaired loans without specific reserve allocations totaled $12.4 million, indicating that the loans are well collateralized and/or are supported by sustainable cash flows at this time. A loan is considered impaired when it is probable that that all or part of amounts due according to the contractual terms of the loan agreement will not be collected on a timely basis or the loan has been restructured and is classified as a troubled debt restructuring (“TDR”). Impairment is measured by comparing the Bank’s recorded investment in the loan to the present value of expected future cash flows at the loan’s effective interest rate, the fair value of the collateral, or the loan’s observable market price.

Of the impaired loans reported at September 30, 2012, $15.0 million are on nonaccrual status, based on management’s assessment using criteria discussed above. All cash received on nonaccrual loans is applied to principal balance. Loans are considered for return to accrual status on an individual basis when all principal and interest amounts contractually due are brought current and future payments are reasonable assured. Interest income is recognized on TDRs pursuant to the criteria noted below.

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

	September 30, 2012						December 31, 2011
	Accruing						Accruing
	Interest		Nonaccrual		Total		Interest		Nonaccrual		Total
	(in thousands)

Current	$	11,098	$	9,547	$	20,645	$	4,392	$	11,059	$	15,451
Past due 30-89 days		555		688		1,243		-		376		376
Past due 90 days or more		260		2,437		2,697		-		2,252		2,252
Total troubled debt restructurings	$	11,913	$	12,672	$	24,585	$	4,392	$	13,687	$	18,079

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

Allowance for Loan Losses

The allowance for loan losses at September 30, 2012 was $11.8 million a decrease of $925,000 from December 31, 2011. The allowance for loan losses represented 6.30% and 6.08% of gross loans at September 30, 2012 and December 31, 2011 and provided a coverage ratio to nonperforming loans of 64.9% and 55.2% at each respective period-end.

Management estimates the required allowance balance based on past loan loss experience, the nature and volume of the portfolio segments and concentrations, information about specific borrower situations, estimated collateral values, economic conditions and trends, and other factors. Allocations of the allowance are made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. Management continually analyzes portfolio risk to refine the process of effective risk identification and measurement for determination of what it believes is an adequate allowance for loan losses. When all of these factors were considered, management determined that the $1.2 million provision for the nine months of 2012 and the $11.8 million allowance as of September 30, 2012 were appropriate.

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

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

If the economy continues to weaken and/or real estate values decline further, nonperforming loans may increase in subsequent quarters. Due to the uncertainty of future economic conditions and the decline in real estate values, the provision for loan losses for the balance of 2012 may continue to be impacted by the Bank’s concentration in real estate secured loans. While we have considered these factors when determining the level of reserves, it is difficult to accurately predict future economic events, especially in the current environment.

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

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

The general allowance allocated to non-impaired commercial loans was based on the internal risk grade of such loans and their assigned portfolio segment, as primarily determined based on underlying collateral; and, if real estate secured, the type of real estate. Each portfolio segment within the Pass (Grade 0-5), Special Mention (Grade 6) and Substandard – Not Impaired below $100,000 (Grade 7) risk grade is assigned a loss allocation factor. The higher a risk grade, the greater the assigned loss allocation percentage. Accordingly, changes in the risk grades of loans affect the amount of the allowance allocation.

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

Groups of homogeneous noncommercial loans, such as residential real estate loans, home equity and home equity lines of credit, and consumer loans receive allowance allocations based on loan type, using the same 12 quarter net charge off history described above. All loss allocations for homogenous pools of loans are adjusted for consideration of general economic and business conditions, credit quality and delinquency trends, collateral values, and recent loss experience for these similar pools of loans.

Although management evaluates the adequacy of the allowance for loan losses based on information known at a given point in time, as facts and circumstances change, the provision and resulting allowance may also change. While we believe that our allowance for loan loss analysis has identified all probable losses inherent in the portfolio at September 30, 2012, there can be no assurance that all losses have been identified or that the amount of the allowance is sufficient.

Noninterest Income

Noninterest income for the three and nine month periods ended September 30, 2012 increased $67,000 (9.7%) and $103,000 (4.8%), respectively, from the same periods in 2011. The components of noninterest income are shown in the table below:

	Third Quarter					Year to Date
	2012		2011			2012			2011
	(in thousands)

Service charges and fees on deposits	$	382	$	380		$	1,135		$	1,118
Other fees		309		297			938			858
Trust income		43		50			134			153
Loss on available for sale securities		-		(76	)		(3	)		(76	)
Gain on sale of loans		24		40			24			71
Miscellaneous		-		-			-			1
Total	$	758	$	691		$	2,228		$	2,125

Relative to the same three and nine month periods in 2011, the current increase in service charges on deposits and other fees correlates, in part, with our restructuring of the Bank’s suite of deposit products in late 2011. The changes were designed to provide more competitive services to our customers while creating greater potential for the Bank to realize additional fee income based on customer account utilization and activity levels. The resulting increase in service charges and fees on deposit accounts primarily relates to adjustments applied to our customers’ recurring use of the Bank’s overdraft protection service which generated higher NSF fee income. Other fees increased due to check printing fees charged to a greater number of customers, increased fees earned on ATM transactions and increased network volumes which provided greater inter-change fee income. Trust income for the three and nine month periods ended September 30, 2012 decreased due to continued run-off in customer accounts and balances and limited new business opportunities. In September 2011, the Corporation recognized a securities loss of $76,000 for other-than-temporary impairment incurred on a non-government agency CMO security. Gain on sale of a government guaranteed SBA loan totaled $24,000 during the three month period ended September 30, 2012. In the first and third quarters of 2011, the Corporation recognized gains of $31,000 and $40,000 on the sale of two SBA guaranteed loans, respectively.

Noninterest Expense

For the three and nine months ended September 30, 2012, noninterest expense decreased over the same prior year periods. As noted below, certain increases in noninterest expense resulted directly from management’s continued efforts to remediate asset quality, recapitalize the Corporation and to generate revenue enhancements via targeted marketing efforts. Management continues to focus on initiatives to better control and reduce noninterest expense in this challenging economic environment.

	Third Quarter					Year to Date
	2012			2011		2012			2011
	(in thousands)

Salaries and employee benefits	$	1,250		$	1,232	$	3,725		$	3,614
Occupany expense		187			198		590			679
Equipment expense		77			85		252			266
Professional and service fees		404			422		1,250			1,175
Loan collection and foreclosed property expense		175			113		462			377
Computer service fees		109			157		334			379
Computer software amortization expense		9			57		71			176
FDIC assessment fees		257			260		760			843
Insurance expense		150			136		445			419
Printing and supplies		36			29		128			110
Director fees		21			18		61			57
Net (gain) loss on sale/writedown of OREO and repossessions		(23	)		236		(4	)		277
Other expenses		163			157		489			452
Total	$	2,815		$	3,100	$	8,563		$	8,824

The most significant component of our noninterest expense is salaries and employee benefits. The 2012 increase in salaries and employee benefits resulted primarily from staffing enhancements within our credit department, including: the hiring of a collections specialist in May 2012 and the hiring of a credit administration manager in July 2012. Partially offsetting these salary increases, the Bank received a credit in the first quarter of 2012 to adjust previously estimated group medical insurance premiums, effective to the contract renewal date in December 2011.

Occupancy expense decreased primarily due to the warmer weather experienced in the first quarter of 2012, which lowered snow removal expense and utility costs. Equipment expense decreased in 2012 due to elevated vehicle repair expenses incurred during the same prior year periods.

Professional and service fees increased primarily due to elevated consulting expenses incurred in our efforts to recapitalize the Corporation, including a special loan review engagement performed for investor due diligence in the second and third quarters of 2012 and continued tax research related to preservation of the Corporation’s net operating loss carry forward.

Loan collection and foreclosed property expenses include collection costs related to nonperforming and delinquent loans, including costs incurred to protect the Bank’s interest in collateral securing problem loans prior to taking title to the property, appraisal expenses and carrying costs related to other real estate. These expenses increased due to additional appraisal expense incurred for certain loans migrating to special mention status during the second quarter of 2012 and elevated OREO expenses paid to a third-party to operate a (hotel) property during 2012.

Computer software amortization expense decreased as a result of our core system software becoming fully amortized in the second quarter of 2012. In addition, prior year periods reflect contract termination expenses paid in the third quarter of 2011 when the Bank changed its online banking vendor.

FDIC assessments decreased as a result of changes in the assessment base implemented by the FDIC beginning April 1, 2011 and the Bank’s reduced average asset size relative to the same prior year periods.

During the nine months ended September 30, 2012, the Bank sold ten OREO properties for a net gain of $39,000 and recorded valuation write downs on two OREO properties for $35,000. Losses incurred on OREO sales and valuation write downs decreased from 2011 primarily due to greater stabilization of real estate values experienced in the Bank’s market area and effective marketing efforts on sold properties.

Other expenses increased in 2012 primarily due to losses resulting from fraudulent debit card activity, an ATM skimming incident and other losses at two branch locations. In addition, community contributions and business development expenses in 2012 exceeded prior periods due to the Bank’s support of greater community activities/initiatives and efforts to foster new business opportunities.

Federal Income Tax Expense (Benefit)

We recorded no federal income tax expense for the three and nine month periods ended September 30, 2012 due to the Corporation’s tax loss carry forward position. Due to the uncertainty of generating future taxable income necessary to realize the recorded net deferred tax asset, the Corporation has recorded a valuation allowance against the tax benefit related to its cumulative pre-tax losses, including the pre-tax losses incurred during the three and nine month periods ended September 30, 2011.

For the three and nine month periods ended September 30, 2012 and 2011, the Corporation recorded a federal income tax benefit to reduce its valuation allowance established on previously recorded deferred tax assets. The tax benefit resulted from adjustment of the deferred tax liability related to appreciation in the available for sale investment portfolio.

Capital

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

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

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

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

						Minimum for					To be Well Capitalized
						Capital Adequacy					Under Prompt Corrective
	Actual					Purposes					Action Provision
As of September 30, 2012	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
Total Capital (to risk weighted assets)
Bank	$	9,966		4.73	%	$	16,862		8.00	%	$	21,077		10.00	%
FNBH Bancorp		9,962		4.58	%		16,862		8.00	%		N/ A		N/ A

Tier 1 Capital (to risk weighted assets)
Bank		7,215		3.42	%		8,431		4.00	%		12,646		6.00	%
FNBH Bancorp		6,911		3.28	%		8,431		4.00	%		N/ A		N/ A

Tier 1 Capital (to average assets)
Bank		7,215		2.42	%		11,947		4.00	%		14,934		5.00	%
FNBH Bancorp		6,911		2.31	%		11,947		4.00	%		N/ A		N/ A

As of December 31, 2011	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total Capital (to risk weighted assets)
Bank	$	9,987		4.49	%	$	17,811		8.00	%	$	22,264		10.00	%
FNBH Bancorp		9,742		4.38	%		17,811		8.00	%		N/ A		N/ A

Tier 1 Capital (to risk weighted assets)
Bank		7,078		3.18	%		8,906		4.00	%		13,358		6.00	%
FNBH Bancorp		6,833		3.07	%		8,906		4.00	%		N/ A		N/ A

Tier 1 Capital (to average assets)
Bank		7,078		2.44	%		11,606		4.00	%		14,507		5.00	%
FNBH Bancorp		6,833		2.36	%		11,606		4.00	%		N/ A		N/ A

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

On September 24, 2009, the Bank consented to the issuance of a Consent Order (the “Consent Order”) with the OCC. Pursuant to the Consent Order, the Bank was required to achieve and maintain total capital equal to 11% of risk weighted assets and Tier 1 capital equal to at least 8.5% of adjusted total assets by January 22, 2010. At September 30, 2012 and through the current date, the Bank’s capital ratios are and continue to be significantly below the increased minimum requirements imposed by the OCC. In addition and as a result of noncompliance with certain terms of the Consent Order, the Bank is categorized as “significantly undercapitalized” for Prompt Corrective Action purposes, as described in Note 2 of the 2011 Annual Report contained in the Corporation’s report on Form 10-K filing. The Prompt Corrective Action provisions impose certain restrictions on institutions that are undercapitalized. The restrictions become increasingly more severe as an institution’s capital category declines from undercapitalized to significantly undercapitalized to critically undercapitalized.

As described within earlier portions of this Form 10-Q filing, the Corporation accepted subscription commitments from accredited investors on May 8, 2012, and has accepted subscription commitments since such date. The closing of such transaction (the “Capital Raise”) is subject to material conditions, including a condition regarding the existence and/or terms of any formal regulatory enforcement action against the Bank, and compliance by one or more investors with federal law applicable to the acquisition of "control" of a bank holding company. The satisfaction or waiver of these conditions is largely out of the control of the Corporation. If the conditions to the closing of such transaction are not satisfied or waived, the closing will not occur. (In light of the existence of these conditions, a reader of this Quarterly Report should not make a decision regarding whether to invest in the Corporation based on an assumption that the Capital Raise will close.) If the closing occurs as a result of the waiver of such conditions, there can be no assurances that the Bank will not continue to be subject to regulatory enforcement action, including the Consent Order, following the closing of such transaction. In light of the Bank’s recent losses and deficient capital position at September 30, 2012, it is reasonable to anticipate further regulatory enforcement action by either the OCC or FDIC, particularly if the Corporation is unsuccessful in closing the Capital Raise or otherwise raising additional capital.

Even if we do not become subject to more stringent regulatory requirements or restrictions, our current capital deficiencies and elevated levels of nonperforming assets may make it very difficult to continue as a going concern. As described elsewhere in this Form 10-Q, we have established our allowance for loan losses at a level we currently believe, based on the data available to us, is sufficient to absorb expected losses in our loan portfolio. However, this process involves a very significant degree of judgment, is based on numerous different assumptions that are difficult to make and, by its nature, is inherently uncertain. Moreover, the performance of our existing loan portfolio is, in many respects, dependent on external factors such as our borrowers' ability to repay their loan obligations and the value of collateral securing those obligations, which in turn depend on macro and micro economic conditions including the pace of economic recovery in Southeast Michigan. If our loan portfolio performs worse than we currently expect, we may not have sufficient capital to absorb all of the losses, which could render us insolvent.

If the Corporation is unable to successfully close the Capital Raise transaction described above (or if the Capital Raise closes and it is subsequently determined that additional capital is needed), the Corporation’s alternatives for additional capital will be limited. The ongoing liquidity concerns in the broader market and the loss of confidence in financial institutions will likely serve to increase our cost of funding and further limit our access to capital. We may not be able to raise the necessary capital on favorable terms, or at all. While the Company is hopeful that its ongoing efforts to raise additional capital will be successful, there are significant hurdles that remain in order for the Company to raise the amount of capital necessary for the Bank to comply with the requirements of the Consent Order. An inability to raise capital would likely have a materially adverse effect on our business, financial condition and results of operations. Management’s future plans in response to the Bank’s “significantly undercapitalized” regulatory classification and the need to raise additional capital pursuant to the Consent Order are described more fully in Note 2 of the 2011 Annual Report contained in the Corporation’s report on Form 10-K filing.

The Corporation’s ability to pay dividends is subject to various regulatory and state law requirements. Due to the Bank’s financial condition, the Bank cannot pay a dividend to the Corporation without the prior approval of the OCC. The Corporation suspended, indefinitely, the payment of dividends in the third quarter of 2008 due to the Bank’s inability to pay dividends to the holding company and insufficient cash at the holding company to pay the dividends.

Pursuant to the results of recent examinations of the Corporation by the Federal Reserve, the Corporation is considered a troubled institution due to the critically deficient condition of its subsidiary Bank. As such, the Federal Reserve has required the Corporation to take action to support the Bank, which principally involves a capital infusion sufficient to satisfy minimum capital ratios imposed on the Bank. In addition, the Corporation must receive prior approval from the Federal Reserve before the payment of dividends, issuance of debt, or redemption of stock. Additional restrictions imposed on the Corporation by the Federal Reserve relate to changes in the composition of board members, the employment of senior executive officers or changes in the responsibilities of senior executive officers, and limitations on indemnification and severance payments.

As a result of the Bank's current inability to pay dividends to the Corporation, the Corporation has an insufficient level of resources and cash flows to meet operational liquidity needs. The Bank is prohibited from paying expenses on behalf of the Corporation. To resolve the Corporation's illiquidity and the deficient capital levels at the Corporation and the Bank, the Corporation's board of directors has provided certain interim funding to the Corporation. Depending on the extent of the future cash needs of the holding company, the timing and success of the Capital Raise transaction described above, and the directors' willingness and ability to continue funding holding company expenses (through loans), the Corporation may be required to attempt to borrow funds from other sources to pay its expenses. Such additional borrowings may be at a price and on terms that are unfavorable to the Corporation. The holding company incurred pre-tax expenses totaling approximately $98,000 and $147,000, for the nine month periods ended September 30, 2012 and 2011, respectively.

Regulatory Enforcement Action

As discussed above, the Bank is subject to a Consent Order issued by the OCC on September 24, 2009 that requires the Bank to raise capital in order to achieve certain minimum capital ratios. See "Capital" above for more information regarding these capital requirements, the Bank's current failure to meet the capital requirements of the Consent Order, and the status of the pending Capital Raise transaction.

In addition to the minimum capital ratios, the Consent Order imposes several other requirements on the Bank. The Bank has taken a number of actions to address such other requirements (many of which were underway well before the Consent Order was issued), including:

the Board of Directors of the Bank appointed a Compliance Committee to ensure the Bank's compliance with the Consent Order and periodically report on such compliance efforts to the OCC;

the Bank adopted a written strategic plan that intended, among other things, to address many of the requirements set forth in Consent Order, and the Bank has taken ongoing actions to monitor the Bank's performance relative to the strategic plan;

the Bank enhanced its liquidity risk management program via improved procedures for cash flow forecasting, monitoring and reporting, development of a contingency funding plan and increased its borrowing availability under lines of credit secured by certain pledged loans and investments;

the Bank has implemented numerous policies and procedures intended to improve asset quality levels within the loan portfolio, including: identifying, monitoring, and reporting of problem loans via application of a comprehensive risk grade assessment system; development of specific workout strategies on all significant impaired loans; attempted restructuring of certain problem credits to mitigate the extent of potential future loss by the Bank; and, overall improvements to underwriting policies and credit structuring practices;

the Bank engaged an independent third-party loan review specialist to assess the Bank's ability to effectively assign appropriate risk grades and identify problem loans;

the Bank engaged an independent third-party to validate the Bank's allowance for loan loss methodology to ensure it conforms with regulatory guidance and accounting principles generally accepted in the United States of America, including an evaluation of the key assumptions used in the loan loss analysis;

the Bank enhanced its policies and procedures for obtaining and reviewing appraisals on property securing loans made by the Bank;

the Bank implemented a practice of developing a written action plan for each parcel of other real estate owned;

the Bank has taken ongoing actions in an effort to reduce the Bank's concentration in commercial real estate (CRE) loans and construction and development (C&D) loans;

the Bank has taken ongoing actions to improve many aspects of its credit and loan policies and programs; and

the Bank enhanced its program designed to maintain an adequate allowance for loan and lease losses (ALLL).

While the Bank believes it has made significant progress in its efforts to comply with all requirements of the Consent Order other than the minimum capital requirements, the OCC continues to cite deficiencies and noncompliance with respect to each of the requirements of the Consent Order. As such, additional, ongoing actions by the Bank are required in order to be in compliance with the Consent Order as ultimately determined by the OCC. While the OCC could take further and immediate regulatory enforcement action against the Bank if the OCC believes the Bank is not in compliance with any requirement of the Consent Order, the Bank currently believes its failure to meet the minimum capital requirements established by the Consent Order is the primary risk factor in determining the likelihood and extent of any further, more severe regulatory enforcement action (such as receivership of the Bank).

Recent Developments

On September 22, 2011, at a special shareholder meeting, the shareholders of the Company approved a 1-for-7 reverse stock split of the Corporation's outstanding shares of common stock. This reverse stock split was implemented on October 3, 2011. The primary purpose of the reverse stock split was to increase the number of the Corporation’s authorized common stock available for future issuance. Please refer to the proxy statement the Corporation filed with the Securities and Exchange Commission (SEC) on August 10, 2011 for more details regarding the reverse stock split.

In addition, on May 24, 2012, at the Corporation’s annual shareholder meeting, the shareholders approved an increase in the number of authorized shares of common stock from 7 million shares to 11 million shares. The additional shares are required to close the planned Capital Raise and to provide additional shares for future issuance should further capital needs arise.

The Corporation's efforts to raise capital (as described in "Capital" above) may trigger an ownership change of the Corporation that would negatively affect the Corporation's ability to utilize its net operating loss carry forwards and other deferred tax assets in the future. If such an ownership change were to occur, the Corporation may incur higher than anticipated tax expense, which would reduce future net income. The Corporation structured the Capital Raise transaction described above in a manner to avoid such an ownership change, but there can be no assurances that we will successfully close such transaction due to material conditions beyond our control and, even if such transaction is closed, there is no guarantee that we will successfully avoid such an ownership change or otherwise realize value from our deferred tax assets. If we are unsuccessful in closing such transaction, we may not be able to raise capital without causing such an ownership change. In addition, on October 14, 2011, the Corporation entered into a Tax Benefits Preservation Plan as a further protection against an ownership change that would adversely affect the Corporation's future ability to use its deferred tax assets. The plan adopted by the Corporation is similar to tax benefit preservation plans adopted by other public companies with significant tax attributes that may be subject to limitations under the federal tax laws regarding a change in their ownership. In accordance with the plan, shares held by any person who acquires, without the approval of the Corporation's Board of Directors and excluding certain investors specified in the plan, beneficial ownership of 4.9% or more of the Corporation's outstanding common stock could be subject to significant dilution. There is no guarantee, however, that the plan will prevent the occurrence of an ownership change for purposes of the federal tax laws. Please refer to the Current Report on Form 8-K filed by the Corporation with the SEC on October 18, 2011 and the Registration Statement on Form 8-A filed on October 14, 2011 for more information regarding this plan.

Critical Accounting Policies

The Corporation maintains critical accounting policies for the valuation of investment securities, the allowance for loan losses, and income taxes. Refer to Notes 1c, 3, 1e, and 1k of the December 31, 2011 Consolidated Financial Statements as included in Form 10-K for additional information on critical accounting policies.

Contractual Obligations

The Bank had outstanding irrevocable standby letters of credit, which carry a maximum potential commitment of approximately $26,000 at September 30, 2012 and $132,000 at December 31, 2011, respectively. These letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The majority of these letters of credit are short-term guarantees of one year or less, although some have maturities which extend as long as two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Bank primarily holds real estate as collateral supporting those commitments for which collateral is deemed necessary. The extent of collateral held on those commitments at September 30, 2012 and December 31, 2011, where there is collateral, was in excess of the committed amount. A letter of credit is not recorded on the balance sheet unless a customer fails to perform.

New Accounting Standards

The FASB has issued ASU 2011-04,Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statement prepared in accordance with U.S. GAAP and IFRSs. The amendments to the Codification in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early adoption by public entities was not permitted. Disclosure of the fair value levels of our financial assets and liabilities was added to Notes 3 and 7 upon adoption of this standard in the first quarter of 2012.

The FASB has issued ASU 2011-05,Comprehensive Income (Topic 220); Presentation of Comprehensive Income. This ASU amends accounting standards to allow an entity the option 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 consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity. The amendments in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 should be applied retrospectively effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Presentation of comprehensive income in a separate statement was added upon adoption of this standard in the first quarter of 2012.

Recent Legislative Developments

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

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

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

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

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

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

Allows depository institutions to pay interest on business checking accounts

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

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

In December 2010, the Basel Committee on Banking Supervision, an international forum for cooperation on banking supervisory matters, announced the “Basel III” capital rules, which set new capital requirements for banking organizations. In June 2012, the Federal Reserve requested comment on three proposed rules that, taken together, would establish an integrated regulatory capital framework implementing the Basel III regulatory capital reforms in the U.S. As proposed, the U.S. implementation of Basel III would lead to significantly higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. Once adopted, these new capital requirements would be phased in over time, which is expected to occur between 2013 and 2019. The U.S. implementation of these standards could have an adverse impact on our financial position and future earnings due to, among other things, the increased minimum Tier 1 capital ratio requirements that will be implemented. However, the ultimate impact of the U.S. implementation of the new capital and liquidity standards on the Corporation and the Bank is still being reviewed. In addition, important questions remain as to how the numerous capital and liquidity mandates of the Dodd-Frank Act will be integrated with the requirements of Basel III.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in the market risk faced by the Corporation since December 31, 2011. For information regarding our risk factors, refer to the FNBH Bancorp, Inc. Form 10-K for the year ended December 31, 2011.

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures.

With the participation of management, the Corporation’s Chief Executive Officer and Chief Financial Officer completed an evaluation of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15(e) and 15d – 15(e)) for the period ended September 30, 2012. Based on that evaluation and the identification of a material weakness in the Corporation’s internal control over financial reporting in January 2012 (see below) the Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls were not effective at September 30, 2012 to ensure that information required to be disclosed in its reports that the Corporation files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported on a timely basis.

In light of the existing material weakness, in preparing the Corporation’s interim consolidated financial statements included in this report, the Corporation performed a thorough review of the determination of completeness and accuracy of the allowance for loan losses and the provision for loan losses, as well as the timeliness of charge offs on impaired loans and identification of other real estate owned to ensure that the Corporation’s interim consolidated financial statements included in this report have been prepared in accordance with U.S. GAAP. The Corporation’s Chief Executive Officer and Chief Financial Officer have certified that, based on their knowledge, the Corporation’s interim consolidated financial statements included in this report fairly present in all material respects the Corporation’s financial condition, results of operations and cash flows for the periods presented in this report.

For complete information regarding management’s identification of a material weakness in January 2012, the determination that a material weakness existed at December 31, 2011, and management’s plan to remediate the material weakness, refer to Item 9A. Controls and Procedures of the FNBH Bancorp, Inc. Form 10-K for the year ended December 31, 2011.

Management began to execute remediation plans during the first quarter of 2012. These remedial actions are expected to strengthen the Corporation’s internal control over financial reporting and will, over time, address the material weakness identified in January 2012. Because some of these remedial actions will take place on a quarterly basis, their successful implementation will continue to be evaluated before management is able to conclude that the related material weakness has been remediated. The Corporation cannot provide any assurance that these remediation efforts will be successful or that the Corporation’s internal control over financial reporting will be effective as a result of these efforts.

(b)

Changes in Internal Control Over Financial Reporting.

During the quarter ended September 30, 2012 there were no changes in the Corporation’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2011.

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

There were no sales or repurchases of stock by the Corporation for the three months ended September 30, 2012, except as may have been previously disclosed by the Corporation in a Current Report on Form 8-K.

Item 6. Exhibits

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

31.1

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

31.2

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

32.1

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

32.2

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 to be signed on its behalf by the undersigned hereunto duly authorized.

	FNBH BANCORP, INC.

	/s/Ronald L. Long
	Ronald L. Long
	President and Chief Executive Officer

	/s/Mark J. Huber
	Mark J. Huber
	Chief Financial Officer

Date: November 14, 2012

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FNBH Bancorp Inactive 10-Q2012 Q3 Quarterly report

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