grc_10q-063012.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

GRAND RIVER COMMERCE, INC.

(Exact name of registrant as specified in its charter)

Michigan		20-5393246
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

4471 Wilson Ave., SW, Grandville, Michigan 49418

(Address of principal executive offices, including zip code)

(616) 929-1600

(Registrant’s telephone number, including area code)

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.

þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

þ Yes ¨ No

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

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o ( Do not check if a smaller reporting company)	Smaller reporting company þ

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

¨ Yes þ No

The number of shares outstanding of the issuer’7s Common Stock, as of the latest practicable date was 1,700,120 shares as of August 13, 2012.

GRAND RIVER COMMERCE, INC.

FORM 10-Q

INDEX

PART I-- FINANCIAL INFORMATION

ITEM 1.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES

PART II-- OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

ITEM 1A.

RISK FACTORS

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 5.

OTHER INFORMATION

ITEM 6.

EXHIBITS

PART I--FINANCIAL INFORMATION

ITEM 1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

GRAND RIVER COMMERCE, INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

Dollars in thousands	June 30, 2012			December 31, 2011
ASSETS
Cash and cash equivalents
Cash	$	5,528		$	6,087
Federal funds sold		248			841
Total cash and cash equivalents		5,776			6,928

Investment securities, available-for-sale		4,890			4,664
Federal Home Loan Bank Stock, at cost		184			81

Mortgage loans available for sale		1,006			—

Loans		77,904			68,206
Less: allowance for loan losses		940			769
Net loans		76,964			67,437
Premises and equipment		307			241
Interest receivable and other assets		308			286
TOTAL ASSETS	$	89,435		$	79,637

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities
Deposits
Noninterest bearing	$	9,037		$	9,520
Interest bearing		66,685			59,489
Total deposits		75,722			69,009

Short-term borrowings		3,500			—
Interest payable and other liabilities		315			264
Total liabilities		79,537			69,273

Shareholders’ equity
Common stock, $0.01 par value, 10,000,000 shares authorized — 1,700,120 shares issued and outstanding at June 30, 2012 and at December 31, 2011		17			17
Additional paid-in capital		15,070			15,048
Additional paid-in capital warrants		479			479
Accumulated deficit		(5,702	)		(5,229	)
Accumulated other comprehensive income		34			49
Total shareholders’ equity		9,898			10,364

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	89,435		$	79,637

The accompanying notes are an integral part of these interim condensed consolidated financial statements (unaudited).

GRAND RIVER COMMERCE, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Interest income
Loans, including fees	$	927		$	639		$	1,800		$	1,236
Investment securities		20			27			42			53
Federal funds sold and other income		3			5			5			8
Total interest income		950			671			1,847			1,297

Interest expense
Deposits		194			177			385			340
Total interest expense		194			177			385			340

Net interest income		756			494			1,462			957

Provision for loan losses		98			28			171			80
Net interest income after provision for loan losses		658			466			1,291			877

Noninterest income
Service charges and other fees		3			2			7			4
Gain on sale of loans		25			—			57			6
Gain on sale of investments		—			—			35			—
Other		10			4			15			8
Total noninterest income		38			6			114			18

Noninterest expenses
Salaries and benefits		684			371			1,224			713
Occupancy and equipment		55			43			109			85
Share based payment awards (Note 8)		10			11			22			25
Data processing and computer support		41			38			84			73
Advertising and marketing		17			13			26			27
Audit and other professional		83			50			149			100
Printing, postage and office supplies		14			16			27			26
Legal		26			19			57			39
Loan processing		9			5			18			7
Loan collection		20			—			25			—
Insurance, including FDIC		27			20			54			47
Telephone and data communications		14			13			28			23
Other		32			29			55			51
Total noninterest expenses		1,032			628			1,878			1,216

Net loss	$	(336	)	$	(156	)	$	(473	)	$	(321	)

Basic and diluted (loss) per share	$	(0.20	)	$	(0.09	)	$	(0.28	)	$	(0.19	)

The accompanying notes are an integral part of these interim condensed consolidated financial statements (unaudited).

GRAND RIVER COMMERCE, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

Dollars in thousands	Three Months Ended June 30,
	2012			2011

Net loss	$	(336	)	$	(156	)
Other comprehensive income
Unrealized holding (losses) gains on available-for-sale securities:
Unrealized holding gains arising during the period		18			57
Reclassification adjustment for net realized gains included in net income		—			—
Net unrealized (loss) gains		18			57
Deferred income tax benefit (expense)		(6	)		(19	)
Other comprehensive (loss) income, net of tax		12			38
Comprehensive loss	$	(324	)	$	(118	)

Dollars in thousands	Six Months Ended June 30,
	2012			2011

Net loss	$	(473	)	$	(321	)
Other comprehensive income
Unrealized holding (losses) gains on available-for-sale securities:
Unrealized holding gains arising during the period		(57	)		71
Reclassification adjustment for net realized gains included in net income		35			—
Net unrealized (loss) gains		(22	)		71
Deferred income tax benefit (expense)		7			(24	)
Other comprehensive (loss) income, net of tax		(15	)		47
Comprehensive loss	$	(488	)	$	(274	)

The accompanying notes are an integral part of these interim condensed consolidated financial statements (unaudited).

GRAND RIVER COMMERCE, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

Dollars in thousands	Common Stock		Additional Paid in Capital		Additional Paid in Capital Warrants		Accumulated Deficit			Accumulated Other Comprehensive Income			Total

Balances, January 1, 2011	$	17	$	14,998	$	479	$	(4,464	)	$	(6	)	$	11,024
Share-based payment awards under equity compensation plan		—		25		—		—			—			25
Comprehensive loss		—		—		—		(321	)		47			(274	)

Balances, June 30, 2011	$	17	$	15,023	$	479	$	(4,785	)	$	41		$	10,775

Balances, January 1, 2012	$	17	$	15,048	$	479	$	(5,229	)	$	49		$	10,364
Share-based payment awards under equity compensation plan		—		22		—		—			—			22
Comprehensive loss		—		—		—		(473	)		(15	)		(488	)

Balances, June 30, 2012	$	17	$	15,070	$	479	$	(5,702	)	$	34		$	9,898

The accompanying notes are an integral part of these interim condensed consolidated financial statements (unaudited).

GRAND RIVER COMMERCE, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Dollars in thousands		Six Months Ended June 30,
		2012			2011
Cash flows from operating activities
Net loss	$	(473	)	$	(321	)
Adjustments to reconcile net loss to net cash provided by operating activities
Share-based payment compensation		22			25
Provision for loan losses		171			80
Depreciation		49			44
Deferred income tax expense (benefit)		7			(24	)
Net realized gain on sale of investment securities		(35	)		—
Net amortization on investment securities		6			7
Originations of loans held for sale		(3,836	)		(285	)
Proceeds from loan sales		2,886			382
Net realized gain on sale of loans		(57	)		(6	)
Net change in:
Interest receivable and other assets		(22	)		(33	)
Interest payable and other liabilities		51			564
Net cash (used in) provided by operating activities		(1,231	)		433

Cash flows from investing activities
Loan principal (originations) and collections, net		(9,698	)		(5,016	)
Activity in available for sale investment securities
Purchases		(3,125	)		(3,501	)
Maturities and prepayments		1,815			1,306
Sales		1,092			(47	)
Purchase of Federal Home Loan Bank stock		(103	)		—
Purchases of equipment		(115	)		(35	)
Net cash used in investing activities		(10,134	)		(7,293	)

Cash flows from financing activities
Acceptances and (withdrawals) of deposits, net		6,713			12,791
Net increase in short-term borrowings		3,500			—
Net cash provided by financing activities		10,213			12,791

Net (decrease) increase in cash and cash equivalents		(1,152	)		5,931

Cash and cash equivalents, beginning of period		6,928			4,443

Cash and cash equivalents, end of period	$	5,776		$	10,374

Supplemental cash flows information:
Cash paid for interest	$	374		$	336

The accompanying notes are an integral part of these interim condensed consolidated financial statements (unaudited).

Grand River Commerce, Inc.

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

Note 1: Organization, Business and Summary of Significant Accounting Principles

Nature of Organization and Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by “GAAP” (as defined below) for complete financial statements. In management’s opinion, all adjustments considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report for the year ended December 31, 2011.

Grand River Commerce, Inc. (“GRCI”) was incorporated under the laws of the State of Michigan on August 15, 2006, to organize a de novo bank in Michigan. GRCI’s fiscal year ends on December 31. Upon receiving final regulatory approvals to commence business in April 2009, GRCI capitalized Grand River Bank, a de novo bank (the “Bank”). The Bank is a wholly-owned subsidiary of GRCI. In January 2012, the Bank formed a wholly owned subsidiary, GRO Properties, LLC, to hold properties acquired by the Bank through foreclosure.

The Bank is a full-service commercial bank headquartered in Grandville, Michigan serving the communities of Grandville, Grand Rapids and the surrounding area with a broad range of commercial and consumer banking services to small-and medium-sized businesses, professionals, and local residents who management believes will be particularly responsive to the style of service which the Bank provides.

Active competition, principally from other commercial banks, savings banks and credit unions, exists in all of the Bank’s primary markets. The Bank’s performance can be significantly affected by changes in interest rates or changes in the automotive, furniture and medical industries which comprise a significant portion of the local economic environment.

The Bank’s primary deposit products are interest and noninterest bearing checking accounts, savings accounts and time deposits and its primary lending products are real estate mortgages, commercial and consumer loans. The Bank does not have significant concentrations with respect to any one industry, customer, or depositor. However, the smaller size of the Bank results in individual loan customers comprising a proportionately larger percentage of total loan volume than they would with the same size loan relationship at a larger institution.

The Bank is a state chartered bank and is a member of the Federal Deposit Insurance Corporation (“FDIC”). The Bank is subject to the regulations and supervision of the FDIC and state regulators and undergoes periodic examinations by these regulatory authorities. GRCI is also subject to regulations of the Board of Governors of the Federal Reserve System governing bank holding companies.

Principles of Consolidation

The accompanying interim condensed consolidated financial statements include the accounts of GRCI and the Bank (collectively, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of interim condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, share-based compensation, and the valuation of deferred income tax assets. In connection with the determination of the allowance for loan losses, management obtains independent valuations for significant real estate properties serving as collateral for certain loans.

Management believes that the allowance for losses on loans is adequate to absorb probable losses inherent in the portfolio. Future additions to the allowance may be necessary based on changes in local economic conditions or changes in the performance of certain loans.

In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the allowance for losses on loans may change materially in the near term.

Summary of Significant Accounting Policies

Accounting policies used in preparation of the accompanying interim condensed consolidated financial statements are in conformity with accounting principles generally accepted in the United States. The principles which materially affect the determination of the financial position and results of operations of GRCI and its subsidiary bank are summarized below:

Cash and Cash Equivalents

For the purposes of the interim condensed consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, and federal funds sold, all of which mature within ninety days. Generally, federal funds are sold for a one-day period. The Company maintains deposit accounts in various financial institutions which generally do exceed the FDIC insured limits. Management does not believe the Company is exposed to any significant interest, credit, or other financial risk on these deposits.

Fair Values of Financial Instruments

Fair value refers to the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants in the market in which the reporting entity transacts such sales or transfers based on the assumptions market participants would use when pricing an asset or liability. Assumptions are developed based on prioritizing information within a fair value hierarchy that gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data, such as the reporting entity's own data (Level 3). A description of each category in the fair value hierarchy is as follows:

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

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

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

For a further discussion of Financial Instruments Recorded at Fair Value, refer to Note 6 to the interim condensed consolidated financial statements.

Investment Securities

Debt investment securities that management has the positive intent and the Company has the ability to hold-to-maturity are classified as investment securities held-to-maturity and are recorded at amortized cost. Investment securities not classified as investment securities held-to-maturity, including equity investment securities with readily, determinable fair values, are classified as investment securities available-for-sale and are recorded at fair value, with unrealized gains and losses excluded from earnings and reported as a component of other comprehensive income (loss). Purchase premiums and discounts are recognized in interest income using methods approximating the interest method over the terms of the investment securities. Realized gains and losses on the sale of investment securities are included in earnings on the trade date using the specific identification method.

Investment securities are reviewed quarterly for possible other-than-temporary impairment (“OTTI”). In determining whether an OTTI exists for debt investment securities, management must assert that: (a) the Bank does not have the intent to sell the security; and (b) it is more likely than not the Bank will not have to sell the security before recovery of the security’s cost basis. Declines in the fair value of held-to-maturity and available-for-sale debt investment securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit risk. The amount of the impairment related to other risk factors (interest rate and market) is recognized as a component of other comprehensive income (loss).

Federal Home Loan Bank Stock

Restricted stock consists of Federal Home Loan Bank of Indianapolis (FHLB) stock, which represents an equity interest in this entity and is recorded at cost plus the value assigned to dividends. This stock does not have a readily determinable fair value because ownership is restricted and lacks a market.

Mortgage Loans Held for Sale

Mortgage loans originated and held for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance of which the provision is accounted for in the interim condensed consolidated statements of operations.

Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balance adjusted for any charge-offs, the allowance for loan losses, and unamortized premiums or discounts on purchased loans. Interest is credited to income on a daily basis based upon the principal amount outstanding. Management estimates that direct costs incurred in originating loans classified as held-to-maturity approximate the origination fees generated on these loans. Therefore, net deferred loan origination fees on loans classified as held-to-maturity are not included on the accompanying interim condensed consolidated balance sheets.

The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. Loans are returned to accrual status when all the principal and interest amounts contractually due are reasonably assured of repayment within a reasonable time frame.

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan losses charged to expense. Loans are charged-off against the allowance for loan losses when management believes the collection of the principal is unlikely. Subsequent recoveries are added to the allowance. The allowance for loan losses is evaluated by management on a regular basis and is maintained at a level believed to be adequate by management to absorb loan losses based upon evaluations of known and inherent risks in the loan portfolio.

Due to the Company’s limited operating history, the loans in the Company’s loan portfolio and the Company’s lending relationships are of very recent origin. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process known as seasoning. As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Because the loan portfolio consists of loans issued primarily in the past thirty-three months, the current level of delinquencies and defaults may not be representative of the level that will prevail when the portfolio becomes more seasoned, which may be higher than current levels. If delinquencies and defaults increase, we may be required to increase our provision and allowance for loan losses, which would adversely affect the Company’s results of operations and financial condition. Management’s periodic evaluation of the adequacy of the allowance is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors.

Specific allowances for losses are established for large impaired loans on an individual basis. The specific allowance established for these loans is based on a thorough analysis of the most probable source of repayment, including the present value of the loan’s expected future cash flows, the loan’s estimated market value, or the estimated fair value of the underlying collateral. A general allowance is established for those loans not determined to be impaired and those that are collectively evaluated for impairment. The general component is based on historical loss experience adjusted for qualitative factors. The qualitative factors consider credit concentrations, recent levels and trends in delinquencies and nonaccrual, growth in the loan portfolio and other economic and industry factors. The occurrence of certain events could result in changes to the loss factors. Accordingly, these loss factors are reviewed periodically and modified as necessary.

Unallocated allowance relates to inherent losses that are not otherwise evaluated in the first two elements. The qualitative factors associated with unallocated allowance are subjective and require a high degree of management judgment. These factors include the inherent imprecision in mathematical models and credit quality statistics, recent economic uncertainty, losses incurred from recent events, and lagging or incomplete data.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been separated from the Bank, presumptively beyond the reach of the Bank and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Bank has no substantive continuing involvement related to these loans.

In the first six months of 2012, the Bank sold residential mortgage loans to an unrelated third party with proceeds of $2.9 million which resulted in gains of $57,000. In the first six months of 2011, the Bank sold residential mortgage loans to an unrelated third party with proceeds of $382,000 which resulted in gains of $6,000.

Foreclosed Real Estate

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value less estimated selling costs at the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less costs to sell. Revenues and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. As of June 30, 2012 and December 31, 2011, the Bank and GRO Properties, LLC had no foreclosed real estate properties.

Premises and Equipment

Equipment is carried at cost less accumulated depreciation. Depreciation is computed principally by the straight line method based upon the estimated useful lives of the assets, which range generally from 3 to 9 years. Major improvements are capitalized and appropriately amortized based upon the useful lives of the related assets or the expected terms of the leases, if shorter, using the straight line method. Maintenance, repairs and minor alterations are charged to current operations as expenditures occur. Management annually reviews these assets to determine whether carrying values have been impaired.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and federal income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. Deferred income tax benefits result from net operating loss carry forwards. Valuation allowances are established, when necessary, to reduce the deferred tax assets to the amount expected to be realized. As a result of the Company commencing operations in the second quarter of 2009, any potential deferred tax benefit from the anticipated utilization of net operating losses generated during the development period and the first years of operations has been completely offset by a valuation allowance. Income tax expense is the tax payable or refundable for the period plus, or minus the change during the period in deferred tax assets and liabilities. Additionally, the Company has a deferred tax liability recognized in connection with the unrealized gain on available-for-sale investment securities which is reported in the “interest payable and other liabilities” section of the interim condensed consolidated balance sheets.

Share-Based Compensation

The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. An expense equal to the fair value of the awards over the requisite service period of the awards is recognized in the interim condensed consolidated statements of operations. The Company estimates the per share fair value of option grants on the date of grant using the Black-Scholes option pricing model using assumptions for the expected dividend yield, expected stock price volatility, risk-free interest rate and expected option term. These assumptions are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. The Black-Scholes option pricing model also contains certain inherent limitations when applied to options that are not traded on public markets. The per share fair value of options is highly sensitive to changes in assumptions. In general, the per share fair value of options will move in the same direction as changes in the expected stock price volatility, risk-free interest rate and expected option term, and in the opposite direction as changes in the expected dividend yield. For example, the per share fair value of options will generally increase as expected stock price volatility increases, risk-free interest rate increases, expected option term increases and expected dividend yield decreases. The use of different assumptions or different option pricing models could result in materially different per share fair values of options.

Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income (loss). Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale investment securities, are reported as a separate component of the equity section in the interim condensed consolidated balance sheets. Such items, along with net income (loss), are components of comprehensive income (loss).

Net Loss per Share

Basic and diluted losses per share have been computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Weighted-average common shares outstanding for the three and six month periods ended June 30, 2012 and 2011 totaled 1,700,120. Common stock equivalents consisting of common stock options and common stock purchase warrants as described in Notes 8 and 9, are anti-dilutive and are therefore excluded.

Off-Balance Sheet Credit Related Financial Instruments

In the ordinary course of business the Bank enters into off-balance sheet financial instruments consisting of commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are considered to be guarantees; however, as the amount of the liability related to such guarantees on the commitment date is considered insignificant, the commitments are generally recorded only when they are funded.

Reclassifications

Certain amounts as reported in the 2011 interim condensed consolidated financial statements have been reclassified to conform with the 2012 presentation.

Recently Adopted Accounting Standards Updates

ASU No. 2011-03: “Reconsideration of Effective Control for Repurchase Agreements”. In April 2011, FASB Accounting Standards Update (“ASU”) No. 2011-03 amended FASB Accounting Standards Codification (“ASC”) Topic 310, “Transfers and Servicing” to eliminate from the assessment of effective control, the criteria calling for the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed upon terms, even in the event of the transferee's default. The assessment of effective control should instead focus on the transferor’s contractual rights and obligations. The new authoritative guidance was effective for interim and annual periods beginning on or after December 15, 2011 and did not impact the Company’s consolidated financial statements.

ASU No. 2011-04: “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. In May 2011, ASU No. 2011-04 amended ASC Topic 820, “Fair Value Measurement” to align fair value measurements and disclosures in GAAP and IFRS. The ASU changes the wording used to describe the requirements in GAAP for measuring fair value and disclosures about fair value.

The ASU clarifies the application of existing fair value measurements and disclosure requirements related to:

The application of highest and best use and valuation premise concepts.

Measuring the fair value of an instrument classified in a reporting entity’s stockholders’ equity.

Disclosure about fair value measurements within Level 3 of the fair value hierarchy.

The ASU also changes particular principles or requirements for measuring fair value and disclosing information measuring fair value and disclosures related to:

Measuring the fair value of financial instruments that are managed within a portfolio.

Application of premiums and discounts in a fair value measurement.

The new authoritative guidance was effective for interim and annual periods beginning on or after December 15, 2011 and did not have a financial impact but increased the level of disclosures related to fair value measurements in the Company’s interim condensed consolidated financial statements in 2012.

ASU No. 2011-05: “Presentation of Comprehensive Income”. In June 2011, ASU No. 2011-05 amended ASC Topic 220, “Comprehensive Income” to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. In addition, to increase the prominence of items reported in other comprehensive income, and to facilitate the convergence of GAAP and IFRS, the FASB eliminated the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity.

The new authoritative guidance was effective for interim and annual periods beginning on or after December 15, 2011 and did not have an impact on the Company’s consolidated financial statements as the Company has historically elected to present a separate statement of comprehensive income.

Note 2: Investment Securities

The amortized cost and fair value of investment securities classified as available-for-sale, including gross unrealized gains and losses, were as follows (dollars in thousands):

June 30, 2012	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. government agencies	$	2,496	$	4	$	—	$	2,500
Mortgage-backed securities issued by U.S. government agencies		2,341		49		—		2,390
Total	$	4,837	$	53	$	—	$	4,890

December 31, 2011	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. government agencies	$	1,999	$	—	$	(1	)	$	1,998
Mortgage-backed securities issued by U.S. government agencies		2,590		76		—			2,666
Total	$	4,589	$	76	$	(1	)	$	4,664

The amortized cost and estimated fair value of investment securities available for sale at June 30, 2012, by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers have the right to call or prepay obligations (dollars in thousands).

	Less than one year		One year to five years		Five years to ten years		Over ten years		Total
Available for Sale
U.S. government agencies	$	—	$	2,496	$	—	$	—	$	2,496
Mortgage-backed securities issued by U.S government agencies and corporations		—		—		—		2,341		2,341
Total Amortized Cost	$	—	$	2,496	$	—	$	2,341	$	4,837
Fair Value	$	—	$	2,500	$	—	$	2,390	$	4,890

Securities pledged to the FHLB as of December 31, 2011 had fair values of $1.5 million to secure available borrowings of $650,000. There were no securities pledged to the FHLB as of June 30, 2012. These borrowings are now secured with loans. Securities pledged to First Tennessee Bank as of June 30, 2012 and December 31, 2011 had fair values of $2.3 million and $2.2 million, respectively, and were pledged to secure the available Federal funds line of credit of $2.0 million. As of June 30, 2012, $1.5 million was advanced on the First Tennessee Bank Federal funds line of credit and is recorded on the interim condensed consolidated balance sheet as short-term borrowings.

Investment securities with unrealized losses not recognized in income, aggregated by investment category and length of time that individual investment securities have been in a continuous unrealized loss position, are as follows (dollars in thousands):

	June 30, 2012 Less than Twelve Months				December 31, 2011 Less than Twelve Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
U.S. government agencies	$	—	$	—	$	1	$	1,498
Mortgage-backed securities issued by US government agencies		—		—		—		—
Total	$	—	$	—	$	1	$	1,498

Management has asserted that it does not have the intent to sell investment securities in an unrealized loss position and that it is more likely than not the Company will not have to sell the investment securities before recovery of its cost basis; therefore, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2012 or December 31, 2011.

During March 2012, the Company completed the disposition of $1.1 million of securities in our available-for-sale investment portfolio through sales in the open market. These investment securities were comprised of mortgage-backed U.S. agency securities with an average yield of 2.09% and an average life of 1.9 years. Proceeds from sales of these securities totaled $1.1 million. The Company realized a net gain of $35,000 from the sale of these investments. There were no further sales of securities in the three months ended June 30, 2012.

Note 3: Loans and Allowance for Loan Losses

The components of the outstanding loan balances are as follows (dollars in thousands):

	June 30, 2012		December 31, 2011
Commercial and industrial	$	9,162	$	6,161
Commercial real estate
Commercial		63,306		55,853
Construction and land development		1,653		3,264
Total commercial real estate		64,959		59,117
Consumer
Consumer residential and other		3,509		2,840
Construction		274		88
Total consumer		3,783		2,928
Gross loans		77,904		68,206
Less allowance for loan losses		940		769
Total loans, net	$	76,964	$	67,437

Loans pledged to the FHLB as of June 30, 2012 and December 31, 2011 had fair values of $7.0 million and $8.0 million, respectively, and were pledged to support available borrowings of $4.6 million and $5.8 million, respectively. As of June 30, 2012, the Bank had $2.0 million in FHLB borrowings outstanding on a short-term floating rate basis.

Changes in the allowance for loan losses are as follows (dollars in thousands):

	Three Months Ended June 30,
	2012		2011
Balance, beginning of the period	$	842	$	510
Provision charged to operations		98		28
Loans charged-off		—		—
Recoveries		—		—
Balance, end of the period	$	940	$	538

	Six Months Ended June 30,
	2012		2011
Balance, beginning of the period	$	769	$	458
Provision charged to operations		171		80
Loans charged-off		—		—
Recoveries		—		—
Balance, end of the period	$	940	$	538

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on the impairment method used (dollars in thousands):

Allowance for Credit Losses for the Three Months Ended June 30, 2012
Allowance for credit losses:	Commercial and Industrial		Commercial Real Estate		Consumer		Unallocated		Total
Balances, April 2012	$	64	$	737	$	41	$	-	$	842
Charge-offs		-		-		-		-		-
Recoveries		-		-		-		-		-
Provision		24		68		6		-		98
Ending Balance	$	88	$	805	$	47	$	-	$	940

Allowance for Credit Losses for the Six Months Ended June 30, 2012
Allowance for credit losses:	Commercial and Industrial		Commercial Real Estate		Consumer		Unallocated		Total
Balances, January 2012	$	65	$	668	$	36	$	-	$	769
Charge-offs		-		-		-		-		-
Recoveries		-		-		-		-		-
Provision		23		68		11		-		171
Ending Balance	$	88	$	805	$	47	$	-	$	940

Allowance for Credit Losses for the Three Months Ended June 30, 2011
Allowance for credit losses:	Commercial and Industrial			Commercial Real Estate		Consumer		Unallocated		Total
Balances, April 2011	$	54		$	446	$	10	$	-	$	510
Charge-offs		-			-		-		-		-
Recoveries		-			-		-		-		-
Provision		(5	)		21		12		-		28
Ending Balance	$	49		$	467	$	22	$	-	$	538

Allowance for Credit Losses for the Six Months Ended June 30, 2011
Allowance for credit losses:	Commercial and Industrial			Commercial Real Estate		Consumer		Unallocated		Total
Balances, January 2011	$	51		$	396	$	11	$	-	$	458
Charge-offs		-			-		-		-		-
Recoveries		-			-		-		-		-
Provision		(2	)		71		11		-		80
Ending Balance	$	49		$	467	$	22	$	-	$	538

Financing Receivables as of June 30, 2012
Financing Receivables:	Commercial and Industrial		Commercial Real Estate		Consumer		Unallocated		Total
Individually evaluated for impairment	$	-	$	690	$	-	$	-	$	690
Collectively evaluated for impairment		9,162		64,269		3,783		-		77,214
Total ending balance	$	9,162	$	64,959	$	3,783	$	-	$	77,904

Financing Receivables as of December 31, 2011
Financing Receivables :	Commercial and Industrial		Commercial Real Estate		Consumer		Unallocated		Total
Individually evaluated for impairment	$	-	$	690	$	-	$	-	$	690
Collectively evaluated for impairment		6,161		58,427		2,928		-		67,516
Total ending balance	$	6,161	$	59,117	$	2,928	$	-	$	68,206

There were no loans individually evaluated for impairment that had a specific allowance allocation as of June 30, 2012 and 2011.

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk.

Prime Rating-1. Borrower demonstrates exceptional credit fundamentals, including stable and predictable profit margins and cash flows, strong liquidity and a conservative balance sheet with superior asset quality. Historic and projected performance indicates that borrower is able to meet obligations under almost any economic circumstance.

High Quality-2. Borrower consistently and internally generates sufficient cash flow to fund debt service. Borrower’s management has successful experience with this Bank or with similar business activities in a similar market. Current and projected trends are positive and superior. Management breadth and depth indicates high degree of stability.

Average Quality-3. Balance sheet is comprised of good capital base, acceptable leverage, and liquidity. Ratios are at or slightly above peers. Operation generates sufficient cash to fund debt service and some working assets or capital expansion. Loans have excellent collateral with standard advance rates. Current trends are positive or stable.

Acceptable Quality-4. Borrower generates sufficient cash flow to fund debt service, but most working assets and all capital expansion needs are funded by other sources. Borrower is able to meet interest payments but could not term out evergreen credit lines in a reasonable period of time. Earnings may be trending down; a loss may be shown indicating some volatility in earnings. However, management is acceptable and long term trends are positive or neutral. Borrower may be able to obtain similar financing from other banks.

Watch-5. Borrower may exhibit declining earnings, strained cash flow, increasing leverage, and weakening market position. Borrower generally has limited additional debt capacity, modest coverage, and/or weakness in asset quality. Loans may be currently performing as agreed but could be adversely affected by factors such as deteriorating economic conditions, operating problems, pending litigation, or declining value of collateral. Borrower’s management may be of good character, but weak. The borrower may have some limited ability to obtain similar financing with comparable or somewhat worse terms at other lending institutions.

Special Mention-6. Loans classified as special mention have a potential for weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard-7. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful-8. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss-9. Loans are considered uncollectible and of little or no value as a bank asset.

Pass. Meets the qualities of the definition of loan grades 1-5 listed above.

The Bank has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once the Bank believes that the borrower’s management possesses sound ethics and solid business acumen, the Bank’s management examines current and projected cash flows to determine the ability of the borrower to repay its obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. Rarely, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Bank’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Bank’s exposure to adverse economic events that affect any single industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Bank avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. The Bank also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At June 30, 2012, approximately 28% of the outstanding principal balances of the Bank’s commercial real estate loans were secured by owner-occupied properties, 44% by non-owner occupied properties, 20% by multi-family, 5% by 1-4 family residential properties and 3% by other types.

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Bank may originate from time to time, the Bank generally requires the borrower to have had an existing relationship with the Bank and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

The Bank monitors and manages consumer loan risk through its policies and procedures. These policies and procedures are developed and modified, as needed by management. This activity, coupled with relatively small average loan amounts minimizes risk. Underwriting standards for consumer real estate loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum combined loan-to-value percentage of 90%, collection remedies, the number of such loans a borrower can have at one time and documentation requirements. The Bank recognizes the value of an independent loan review that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Bank’s policies and procedures.

The credit risk profile of the commercial loan portfolio is presented in the following tables (dollars in thousands):

Loan Quality Indicators as of June 30, 2012:
	Risk Rating Definitions	Commercial and Industrial		Commercial Real Estate		Commercial Real Estate Construction and Land Development		Total
1--2	High quality	$	1,867	$	5,782	$	—	$	7,649
3	Average quality		2,680		20,602		1,189		24,471
4	Acceptable Risk		4,615		36,006		464		41,085
5	Watch		—		226		—		226
6	Special Mention		—		—		—		—
7	Substandard		—		690		—		690
8	Doubtful		—		—		—		—
9	Loss		—		—		—		—
Total		$	9,162	$	63,306	$	1,653	$	74,121

Loan Quality Indicators as of December 31, 2011:
	Risk Rating Definitions	Commercial and Industrial		Commercial Real Estate		Commercial Real Estate Construction and Land Development		Total
1--2	High quality	$	1,608	$	5,915	$	—	$	7,523
3	Average quality		2,284		20,835		200		23,319
4	Acceptable Risk		2,238		28,182		3,064		33,484
5	Watch		31		231		—		262
6	Special Mention		—		—		—		—
7	Substandard		—		690		—		690
8	Doubtful		—		—		—		—
9	Loss		—		—		—		—
Total		$	6,161	$	55,853	$	3,264	$	65,278

The Company considers the performance of the loan portfolio and its impact on the allowance for loan losses. For consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. A loan is considered performing if loan payments are timely. The following tables present the recorded investment in consumer loans based on payment activity as of June 30, 2012 and December 31, 2011 (dollars in thousands).

Consumer Loan Exposure Loan Risk Profile as of June 30, 2012
Grade	Consumer Residential and Other		Consumer Construction		Total

Performing	$	3,509	$	274	$	3,783
Nonperforming		—		—		—
Total	$	3,509	$	274	$	3,783

Consumer Loan Exposure Loan Risk Profile as of December 31, 2011
Grade	Consumer Residential and Other		Consumer Construction		Total

Performing	$	2,840	$	88	$	2,928
Nonperforming		—		—		—
Total	$	2,840	$	88	$	2,928

As of June 30, 2012 and December 31, 2011, the Bank had two commercial real estate loans with an aggregate outstanding balance of $690,000 classified as nonaccrual and impaired. The balance of impaired loans relates to one borrower, and management does not believe the impairment is associated with any particular aspect of the borrower’s industry or the local economy. There was no interest income recognized on this credit during impairment nor does the Bank have a valuation allowance associated with this credit. The Bank does not have any commitments to lend additional funds to this borrower.

Impaired loans as of June 30, 2012 are presented in the following table (dollars in thousands):

Impaired without recorded valuation allowance	Recorded Investment		Unpaid Principal Balance		Valuation Allowance
Commercial and industrial	$	-	$	-	$	-
Commercial real estate		690		690		-
Commercial real estate-construction and land development		-		-		-
Consumer residential and other		-		-		-
Consumer construction		-		-		-
Total impaired loans without a valuation allowance		690		690		-

Impaired with a recorded valuation allowance
Commercial and industrial		-		-		-
Commercial real estate		-		-		-
Commercial real estate-construction and land development		-		-		-
Consumer residential and other		-		-		-
Consumer construction		-		-		-
Total impaired loans with valuation allowance		-		-		-
Total impaired loans	$	690	$	690	$	-

Impaired loans are presented in the following table as of December 31, 2011 (dollars in thousands):

Impaired without recorded valuation allowance	Recorded Investment		Unpaid Principal Balance		Valuation Allowance
Commercial and industrial	$	-	$	-	$	-
Commercial real estate		690		690		-
Commercial real estate-construction and land development		-		-		-
Consumer residential and other		-		-		-
Consumer construction		-		-		-
Total impaired without a valuation allowance		690		690		-

Impaired with a recorded valuation allowance
Commercial and industrial		-		-		-
Commercial real estate		-		-		-
Commercial real estate-construction and land development		-		-		-
Consumer residential and other		-		-		-
Consumer construction		-		-		-
Total impaired with valuation allowance		-		-		-
Total impaired loans	$	690	$	690	$	-

Average of impaired loans without allocation recorded over the period	Six Months Months Ended June 30, 2012		Six Months Months Ended June 30, 2011
Commercial and industrial	$	-	$	-
Commercial real estate		690		691
Commercial real estate-construction and land development		-		-
Consumer residential and other		-		-
Consumer construction		-		-

Interest income recognized during impairment
Commercial and industrial		-		-
Commercial real estate		-		-
Commercial real estate-construction and land development		-		-
Consumer residential and other		-		-
Consumer construction		-		-

Cash-basis interest income recognized
Commercial and industrial		-		-
Commercial real estate		-		-
Commercial real estate-construction and land development		-		-
Consumer residential and other		-		-
Consumer construction		-		-

The Bank did not have any impaired loans recorded with a valuation allowance as of June 30, 2012 or 2011. The Bank did not recognize any interest income during impairment or recognize any cash basis interest income during the three or six month periods ended June 30, 2012 or 2011.

The following table presents the recorded investments in nonaccrual and loans past due over 90 days still on accrual by class (dollars in thousands):

	June 30, 2012				December 31, 2011
	Nonaccrual		Over 90 days Accruing		Nonaccrual		Over 90 days Accruing
Commercial and industrial	$	-	$	-	$	-	$	-
Commercial real estate		690		-		690		-
Commercial real estate-construction and land development		-		-		-		-
Consumer residential and other		-		-		-		-
Consumer construction		-		-		-		-
Total	$	690	$	-	$	690	$	-

No loans have been transferred to foreclosed real estate in 2012 or nor were any transferred in 2011.

The following table presents the aging of recorded investment in past due loans as of June 30, 2012 by class of loans (dollars in thousands):

	30-90 Days		Greater than 90 days		Total past due		Loans not past due		Total
Commercial and industrial	$	-	$	-	$	-	$	9,162	$	9,162
Commercial real estate		-		690		690		62,616		63,306
Commercial real estate-construction and land development		-		-		-		1,653		1,653
Consumer residential and other		-		-		-		3,509		3,509
Consumer construction		-		-		-		274		274
Total	$	-	$	690	$	690	$	77,214	$	77,904

The following table presents the aging of recorded investment in past due loans as of December 31, 2011 by class of loans (dollars in thousands):

	30-90 Days		Greater than 90 days		Total past due		Loans not past due		Total
Commercial and industrial	$	-	$	-	$	-	$	6,161	$	6,161
Commercial real estate		-		690		690		55,163		55,853
Commercial real estate-construction and land development		-		-		-		3,264		3,264
Consumer residential and other		-		-		-		2,840		2,840
Consumer construction		-		-		-		88		88
Total	$	-	$	690	$	690	$	67,516	$	68,206

As of June 30, 2012, the terms of certain loans were modified and are considered troubled debt restructurings (“TDR”). The Company had loans from one borrower currently aggregating $690,000 which were restructured in 2011. The terms of these loans have been restructured to allow the borrower to mitigate foreclosure by meeting a lowered loan payment requirement based upon the borrower’s cash flow. The borrower has been working to comply with the modified terms of the loan. The Company commenced foreclosure proceedings against the borrower in the first quarter of 2012.

The Company has determined that these loans have sufficient collateral to mitigate any potential loss. Therefore, the Company has determined that no additional provision or charge-off was required for loans whose terms have been modified in a troubled debt restructuring as of June 30, 2012.

There were no loans modified as troubled debt restructurings during the six months ended June 30, 2012 for which there was a payment default within twelve months following the modification. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

The following table is a comparison of our troubled debt restructuring by class as of the date indicated (dollars in thousands).

	June 30, 2012						December 31, 2011
	Number of Contracts		Pre-restructuring Outstanding Recorded Investment		Post-restructuring Outstanding Recorded Investment		Number of Contracts		Pre-restructuring Outstanding Recorded Investment		Post-restructuring Outstanding Recorded Investment

Troubled debt restructurings
Commercial real estate		2	$	690	$	690		2	$	690	$	690
Total		2	$	690	$	690		2	$	690	$	690

Note 4: Premises and Equipment

Major classifications of premises and equipment are summarized as follows (dollars in thousands):

	June 30, 2012			December 31, 2011
Leasehold improvements	$	126		$	45
Furniture, fixtures and equipment		470			435
Accumulated depreciation		(289	)		(239	)
Premises and equipment, net	$	307		$	241

Depreciation expense was $49,000 and $44,000 for the six months ended June 30, 2012 and 2011, respectively. Depreciation expense was $24,000 and $23,000 for the three months ended June 30, 2012 and 2011, respectively.

Note 5: Deposits

The components of the outstanding deposit balances are as follows (dollars in thousands):

	June 30, 2012		December 31, 2011
Noninterest bearing
Demand	$	9,037	$	9,520
Interest bearing
Checking		6,007		6,097
Savings		28,012		24,179
Time, under $100,000		19,108		16,576
Time, over $100,000		13,558		12,637
Total deposits	$	75,722	$	69,009

Note 6: Financial Instruments Recorded at Fair Value

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available-for-sale investment securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a nonrecurring basis.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments. There were no changes in the methods used in estimating fair value decisions as of June 30, 2012 or December 31, 2011.

Cash and cash equivalents: The carrying amounts of cash and short-term instruments, including Federal funds sold, approximate fair values.

Investment securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are unavailable, fair values are based on quoted market prices of comparable instruments or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions, and other factors such as credit loss and liquidity assumptions. As such, we classify investments as Level 2.

FHLB stock: The redeemable carrying amount of these investment securities with limited marketability approximates their fair value.

Mortgage loans held for sale: Mortgage loans held for sale are carried at the lower of cost or fair value. Fair value is based on independent quoted market prices. Quoted market prices are based on what secondary markets are currently offering for portfolios with similar characteristics.

Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans (e.g., real estate mortgage, commercial, and installment) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The resulting amounts are adjusted to estimate the effect of declines, if any, in the credit quality of borrowers since the loans were originated. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

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

Short-term borrowings: The carrying amounts of overnight Federal funds purchased and FHLB advances approximates their fair values.

Accrued interest: The carrying amounts of accrued interest approximate fair value.

Off-balance-sheet credit-related instruments: Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into consideration the remaining terms of the agreements and the counterparties’ credit standings. The Bank does not charge fees for lending commitments; thus it is not practicable to estimate the fair value of these instruments.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions could result in a different fair value measurement.

Assets Recorded at Fair Value on a Recurring Basis

All of the Bank’s investment securities available for sale are classified within Level 2 of the valuation hierarchy because quoted prices for similar assets are available in an active market.

The following table presents the financial instruments measured at fair value on a recurring basis and by valuation hierarchy (as described above). The preceding methods described may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values (dollars in thousands).

As of June 30, 2012	Level 1		Level 2		Level 3		Total
Investment securities available for sale
U.S. government agencies	$	—	$	2,500	$	—	$	2,500
Mortgage-backed securities issued by U.S. government agencies		—		2,390		—		2,390
Total	$	—	$	4,890	$	—	$	4,890

As of December 31, 2011	Level 1		Level 2		Level 3		Total
Investment securities available for sale
U.S. government agencies	$	—	$	1,998	$	—	$	1,998
Mortgage-backed securities issued by U.S. government agencies		—		2,666		—		2,666
Total	$	—	$	4,664	$	—	$	4,664

Estimated Fair Values of Financial Instruments Not Recorded at Fair Value in their Entirety on a Recurring Basis:

The Bank also has assets that under certain conditions are subject to fair value measurement on a non-recurring basis. These assets are not normally measured at fair value, but can be subject to fair value adjustments in certain circumstances, such as impairment. Assets measured at fair value on a nonrecurring basis are as follows as of June 30, 2012 and December 31, 2011 (dollars in thousands):

As of June 30, 2012	Level 1		Level 2		Level 3		Total
Impaired Loans
Commercial Real Estate	$	—	$	—	$	690	$	690

As of December 31, 2011	Level 1		Level 2		Level 3		Total
Impaired Loans
Commercial Real Estate	$	—	$	—	$	690	$	690

The following table provides a reconciliation of all assets measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3) for the quarter ended June 30, 2012 (dollars in thousands).

	Impaired Loans
Balance at December 31, 2011	$	690
Net transfers in		—
Change in valuation allowance		—
Balance at June 30, 2012	$	690

Disclosure of the estimated fair values of financial instruments, which differ from carrying values, often requires the use of estimates. In cases where quoted market values in an active market are not available, the Company uses present value techniques and other valuation methods to estimate the fair values of its financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used. The Bank values impaired loans using various methods which include current appraisal, discounted cash flow, or market value in a secondary market. These methods help management to assess any shortfalls in the carrying value of of the note. Material shortfalls in value result in a charge-down of the amount of impairment to net realizable value.

The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis on the Company’s interim condensed consolidated balance sheets are as follows (dollars in thousands):

		June 30, 2012				December 31, 2011
	Level in Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Cash and cash equivalents	Level 2	$	5,776	$	5,776	$	6,928	$	6,928
Loans held for sale	Level 2		1,006		1,006		—		—
Net loans (including impaired)	Level 2		76,964		80,926		67,437		67,445
Federal Home Loan Bank Stock	Level 2		184		184		81		81
Accrued interest receivable	Level 2		213		213		198		198

Financial liabilities
Noninterest bearing deposits	Level 2		9,037		9,037		9,520		9,520
Interest bearing deposits	Level 2		66,685		66,833		59,489		59,626
Short-term borrowings	Level 2		3,500		3,500		—		—
Accrued interest payable	Level 2		37		37		32		32

Note 7: Operating Lease

In November 2007, the Company began leasing the building used as its principal office. In December 2010, the Company renewed its operating lease agreement for 36 months through December 2013. In November 2011, the Company leased additional space in the same building running concurrent with the existing lease agreement. Rent under the terms of the agreement is $6,200 per month. The lease provides that the Company pays insurance and certain other operating expenses applicable to the leased premise. The lease also stipulates that the Company may use and occupy the premises only for the purpose of maintaining and operating a bank.

Note 8: Common Stock Options

The Company has a 2009 Stock Incentive Plan (the “2009 Plan”) which provides for the reservation of 200,000 authorized shares of GRCI’s common stock, $0.01 par value per share, for issuance upon the exercise of certain common stock options, that may be issued pursuant to the terms of the 2009 Plan. The Plan offers awards to directors and employees of the Company. These awards are granted at the discretion of the Board of Directors at an exercise price determined by the Board on the grant date. All options awarded under the 2009 Plan have a term of ten years from date of grant and have a $10.00 per share strike price. Employee options have a five year vesting period and director options have a three year vesting period. The initial issuance of shares occurred in the second quarter of 2009, at which time the Company awarded and issued 100,000 options for the purchase of the Company’s common stock to employees and directors. Assuming the issuance of all of the common shares reserved for stock options and the exercise of all of those options, the shares acquired by the option holders pursuant to their stock options would represent approximately 14.8% of the outstanding shares after exercise.

During the second quarter of 2012, GRCI awarded 3,500 options to purchase 3,500 shares of common stock under the 2009 Plan. Employee options for the purchase of 3,500 shares were awarded to employees. During the first quarter of 2012, GRCI awarded 31,500 options to purchase 31,500 shares of common stock under the 2009 plan. Director options for the purchase of 5,000 shares were awarded to new directors and an additional 26,500 options to purchase 26,500 shares were awarded to employees. The total stock options outstanding at June 30, 2012 and December 31, 2011 were 136,500 and 101,500, respectively. No options have been exercised as of June 30, 2012.

The Company measures the cost of employee services received in exchange for equity awards, including stock options, based on the grant date fair value of the awards. The cost is recognized as compensation expense over the vesting period of the awards. The Company estimates the fair value of all stock options on each grant date, using the Black-Scholes option pricing model.

The weighted average assumptions used in the Black-Scholes model for the shares issued in the second quarter of 2012 are noted in the following table. The Company uses expected data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the time of grant of the option.

Calculated volatility		20.67	%
Weighted average dividends		0.00	%
Expected forfeiture rate		29.30	%
Expected term (in years)		5
Risk-free interest rate		1.03	%

Weighted average fair value of options granted	$	0.41

A summary of option activity under the 2009 Plan for the six month periods ended June 30, are as follows:

	2012				2011
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price

Outstanding at January 1,		101,500	$	10.00		95,000	$	10.00
Granted		35,000		10.00		—		—
Exercised		—		—		—		—
Expired or cancelled		—		—		—		—
Outstanding at June 30,		136,500	$	10.00		95,000	$	10.00

There are 66,967 common stock options able to be exercised at June 30, 2012. The weighted-average grant-date calculated value approximated $1,400 at June 30, 2012 for options granted during the second quarter of 2012. As of June 30, 2012, there was approximately $72,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2009 Plan. That cost is expected to be recognized over a weighted-average period of 2.2 years.

A summary of the status of our non-vested shares as of June 30 and changes during the six month periods then ended June 30 are as follows:

	2012					2011
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value

Nonvested at January 1,		58,833			1.99		71,998		$	2.21
Granted		35,000			0.43		16,500			1.06
Forfeited		—			—		—			—
Vested		(24,300	)		2.07		(23,000	)		2.21
Nonvested at June 30,		69,533			1.18		65,498		$	1.92

Note 9: Common Stock Purchase Warrants

The Company measures the cost of equity instruments based on the grant-date fair value of the award (with limited exceptions). The Company estimates the fair value of all common stock purchase warrants on each grant date, using an appropriate valuation approach based on the Black-Scholes option pricing model.

In recognition of the substantial financial risks undertaken by the members of the Company’s organizing group, GRCI granted common stock purchase warrants to such organizers. GRCI has granted warrants to purchase an aggregate of 305,300 shares of common stock. These warrants are exercisable at a price of $10.00 per share, the initial offering price, and may be exercised within ten years from the date that the Bank opened for business. The warrants vested immediately.

In connection with the issuance of these warrants, the Company determined a share-based payment value, using the Black Scholes option-pricing model, of $479,000. This amount was charged entirely to the additional paid in capital of the 2009 common stock offering.

The fair value of each warrant issued was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions.

Dividend yield or expected dividends	0.00	%
Risk free interest rate	2.02	%
Expected life (yrs)	5
Expected volatility	12.00	%

No such warrants were exercised in the three and six months ended June 30, 2012 or 2011.

Note 10: Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and federal income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce the deferred tax assets to the amount expected to be realized. The Company commenced operations in the second quarter of 2009, and, as expected, has incurred operating losses during the development period and the first three years of operations. Any potential deferred tax benefit from the anticipated utilization of net operating losses generated during the development period and the first few years of operations has been completely offset by a valuation allowance. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

The components of the Company’s net deferred tax assets, included in other assets, are as follows (dollars in thousands):

	June 30, 2012			December 31, 2011
Deferred Tax Asset:
Net deferred tax assets	$	1,920		$	1,743
Less: valuation allowance		(1,920	)		(1,743	)
Total net deferred tax asset	$	—		$	—

There are no material uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements. The Company does not expect the total amount of unrecognized tax liabilities to increase significantly over the next twelve months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company does not have any amounts accrued for interest and penalties at June 30, 2012 or December 31, 2011 and is not aware of claims for any such amounts by the federal income tax authorities.

Additionally, the Company has a deferred tax liability recognized related to the unrealized gain on available-for-sale investment securities which is reported in the “interest payable and other liabilities” section on the interim condensed consolidated balance sheets.

Note 11: Minimum Regulatory Capital Requirements and Restrictions on Capital

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for the Bank, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting policies. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action and impose certain restrictions. The prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The Company is restricted from paying dividends until such time as the Bank achieves profitability on a continuing basis and the Bank has sufficient capital to do so. In connection with commencing operations, the Bank was required by its regulators to maintain a minimum ratio of Tier 1 capital to average assets of 8% through April 30, 2012. However, as a de novo financial institution, the Bank will continue to be subject to higher capital requirements than those levels normally required to be deemed well capitalized during the first seven years of operation. The Bank was considered well capitalized as of June 30, 2012. The Bank’s actual capital amounts and ratios are presented in the following tables (dollars in thousands):

	Actual					Adequately Capitalized					Well Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2012
Total capital (to risk-weighted assets)	$	10,468		13.53	%	$	6,189		8.00	%	$	7,736		10.00	%
Tier 1 capital (to risk-weighted assets)		9,528		12.32			3,095		4.00			4,642		6.00
Tier 1 capital (to average assets)		9,528		11.32			3,365		4.00			4,207		5.00

December 31, 2011
Total capital (to risk-weighted assets)	$	10,623	16.01	%	$	5,308	8.00	%	$	6,635	10.00	%
Tier 1 capital (to risk-weighted assets)		9,854	14.85			2,654	4.00			3,981	6.00
Tier 1 capital (to average assets)		9,854	13.15			2,997	4.00			3,746	5.00

Consistent with its policy that bank holding companies should serve as a source of financial strength for their subsidiary banks, the Federal Reserve has stated that, as a matter of prudence, GRCI, generally should not maintain a rate of distributions to shareholders unless its available net income has been sufficient to fully fund the distributions, and the prospective rate of earnings retention appears consistent with the bank holding company’s capital needs, asset quality and overall financial condition. In addition, GRCI is subject to certain restrictions on the making of distributions as a result of the requirement that the Bank maintain an adequate level of capital as described above. As a Michigan company, we are restricted under the Michigan Business Company Act from paying dividends under certain conditions. Under Michigan law, the payment of dividends is subject to several additional restrictions. The Bank cannot declare or pay a cash dividend or dividend in kind unless the Bank will have a surplus amounting to not less than 20% of its capital after payment of the dividend. The Bank will be required to transfer 10% of net income to surplus until its surplus is equal to its capital before the declaration of any cash dividend or dividend in kind. In addition, the Bank may pay dividends only out of net income then on hand, after deducting its losses and bad debts. GRCI has not declared or paid any dividends since its inception and is currently prevented from paying dividends due to the aforementioned restrictions.

Note 12: Off-Balance Sheet Activities

To meet the financial needs of its customers, the Company is party to financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments are comprised of unused lines of credit, overdraft lines and commitments to grant loans. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the interim condensed consolidated balance sheets.

The Company’s exposure to credit loss in the event of nonperformance by the other party is represented by the contractual amount of those instruments. The Company uses the same credit policies in making these commitments as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit is based on management’s credit evaluation of the borrower. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Risk to credit loss exists, up to the face amounts of these instruments, although material losses are not anticipated.

The contractual amount of financial instruments with off-balance sheet risk is as follows (dollars in thousands):

	June 30, 2012		December 31, 2011
Unfunded commitments under lines of credit and overdraft lines	$	10,645	$	6,560
Commitments to fund loans		5,743		5,832
Total	$	16,388	$	12,392

Unfunded commitments under commercial lines of credit, revolving home equity lines of credit and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. The commitments for equity lines of credit may expire without being drawn upon. These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Bank is committed.

Commitments to grant loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Bank, is based on management’s credit evaluation of the customer.

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

The following discussion and analysis provides information that the management of the Company believes is relevant to an assessment and understanding of the results of operations and financial condition. This discussion should be read in conjunction with the interim condensed consolidated financial statements (unaudited) and accompanying notes appearing in this report.

Advisory Note Regarding Forward-Looking Statements

Certain of the statements contained in this report on Form 10-Q that are not historical facts are forward looking statements relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management.

The Company cautions readers of this report that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although management believes that its expectations of future performance are based on reasonable assumptions within the bounds of its knowledge of their business and operations, there can be no assurance that actual results will not differ materially from its expectations.

Our operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in the Company’s filings with the Securities and Exchange Commission (the “SEC”) in the Company’s 2011 Annual Report on Form 10-K as filed on March 29, 2012 with the SEC.

Overview

GRCI is a Michigan corporation and a registered bank holding company which owns all of the issued and outstanding common shares of our subsidiary Grand River Bank, a Michigan state chartered bank. On April 30, 2009, GRCI completed its initial public offering of common stock. On the same date, GRCI acquired 100% of the authorized, issued, and outstanding shares of common stock, par value $0.01 per share, of the Bank. In addition, the Bank formed in January 2012 a wholly owned subsidiary, GRO Properties, LLC, to hold properties acquired by the Bank through foreclosure. The principal business activity of the Bank is to provide commercial banking services in our market areas. Deposits at the Bank are insured by the FDIC.

The Bank opened for business on April 30, 2009 and is a full-service commercial bank headquartered in Grandville, Michigan. The Bank serves Grandville, Grand Rapids, and their neighboring communities with a broad range of commercial and consumer banking services to small and medium-sized businesses, professionals and individuals who it believes will be particularly responsive to the style of service which the Bank provides. It is assumed that local ownership and control will allow the Bank to serve customers more efficiently and effectively and will aid in the Bank’s growth and success. The Bank endeavors to compete on the basis of providing a unique and personalized banking experience combined with a full range of services, customized and tailored to fit the needs of the client.

In August 2009, the FDIC published guidance that extended supervisory procedures for de novo banks from three years to seven years. Under this guidance, the Bank will be subject to the de novo supervisory procedures until April 2016. The effect of the extension is to lengthen the period of time that the Bank will be subject to increased capital requirements; to request prior regulatory approval of any material deviation from the Bank’s business plan; and to subject the Bank to more frequent regulatory examinations. In August 2009, when the FDIC published the extended supervisory period for de novo banks, the Bank was operating under a three year business plan approved by the FDIC. The Bank submitted a new business plan to the applicable regulatory agencies in March 2012 to cover the remaining four years of the Bank’s de novo supervisory period. The plan has not yet been approved.

On June 29, 2012, the Company filed a Form 15 to deregister its common stock under the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to the recently enacted Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act raises the threshold for requiring banks and bank holding companies to register with the SEC under the Exchange Act to 2,000 record holders and also increases the threshold under which banks and bank holding companies are permitted to deregister from the Exchange Act to 1,200 record shareholders from 300 record shareholders. The Company currently has approximately 648 shareholders of record, and therefore qualifies for deregistration. The Company anticipates that the deregistration will be effective September 27, 2012. After that date, the Company will no longer file quarterly and annual reports, proxy statements and current reports with the SEC or post such items on its website. We will continue to provide certain annual information and proxy statements to shareholders as well as post certain quarterly and annual information on its website. The Company anticipates a reduction in its noninterest expenses as a result of the deregistration.

Our results of operations depend almost exclusively on the results of operations of the Bank. The results of operations of the Bank depend primarily on its net interest income, which is directly impacted by the market interest rate environment. Net interest income is the difference between the interest income the Bank earns on its interest-earning assets, primarily loans and investment securities, and the interest it pays on its interest-bearing liabilities, primarily money market, savings and certificates of deposit accounts. Net interest income is affected by the shape of the market yield curve, the timing of the placement and re-pricing of interest-earning assets and interest-bearing liabilities on the Bank’s balance sheet, and the prepayment rate on its mortgage-related assets. Our results of operations are also significantly affected by general economic conditions. The financial services industry continues to face uncertain economic conditions.

As previously stated, the Bank began active banking operations on April 30, 2009. As of June 30, 2012, the Company’s total assets were $89.4 million as compared to $79.6 million as of December 31, 2011. As of June 30, 2012, total assets were primarily comprised of cash and cash equivalents of $5.8 million, investment securities of $5.1 million, including restricted stock, and net loans of $77.0 million as compared to cash and cash equivalents of $6.9 million, investment securities of $4.7 million, including restricted stock, and net loans of $67.4 million at December 31, 2011. In addition, the Bank ended the June 30, 2012 quarter with $75.7 million in deposits and $9.9 million in shareholders’ equity, compared to $69.0 million in deposits and $10.4 million in shareholders’ equity as of December 31, 2011.

At June 30, 2012, the Bank’s allowance for loan losses was $940,000 or approximately 1.21% of its loans outstanding compared to an allowance for loan losses of $769,000, or approximately 1.13% of it loans outstanding, as of December 31, 2011. As the Bank’s loan portfolio continues to grow, we expect to increase our loan loss provision and allowance for loan losses in a prudent and conservative manner, especially in light of the current economic environment. Because we cannot predict with precision the future trajectory of the economy in 2012 and beyond and because significant uncertainty remains with respect to unemployment levels and recessionary economic conditions, we will continue to monitor our loan portfolio carefully and to administer our practice of conservative loan underwriting. We believe that our strong initial capital position will help us navigate through this difficult economic environment.

Summary of Significant Accounting Policies

Our unaudited interim condensed consolidated financial statements are prepared based on the application of certain accounting policies. Certain of these policies require numerous estimates and strategic or economic assumptions which are subject to valuation may prove to be inaccurate and may significantly affect our reported results and financial position for the period or in future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on our future financial condition and results of operations.

Allowance for Loan Losses: The allowance for loan losses is established to provide for inherent losses which are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of the loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in addition to the minimum amount required under regulatory guidelines, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstance surrounding the loan and the borrower, including the length of the delay, the reason for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and industrial loans and commercial real estate loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price if obtainable, or the fair value of the collateral if the loan is collateral dependent. If a commercial and industrial loan or commercial real estate loan is identified as individually impaired, a specific valuation allowance is allocated, if necessary.

Groups of smaller balance homogeneous loans, such as consumer and residential loans, are collectively evaluated for impairment and a general reserve is established accordingly. As such, the Company does not separately identify individual consumer and residential loans for impairment disclosures unless such loans are the subject of a restructuring agreement.

At June 30, 2012, the Company considers the allowance for loan losses of $940,000 adequate to provide for potential losses inherent in the loan portfolio. Our evaluation considers such factors as changes in the composition and volume of the loan portfolio, the impact of changing economic conditions on the credit worthiness of our borrowers, changing collateral values and the overall quality of the loan portfolio.

Income Taxes: We use assumptions and estimates in determining income taxes payable or refundable for the current period, deferred income tax liabilities and assets for events recognized differently in its interim condensed consolidated financial statements and income tax returns, and income tax expense. Determining these amounts requires analysis of certain transactions and interpretation of tax laws and regulations. Management exercises judgment in evaluating the amount and timing of recognition of resulting tax liabilities and assets. These judgments and estimates are reevaluated on a continual basis as regulatory and business factors change. A valuation allowance for deferred income tax assets is required when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In assessing the realization of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future income (in the near-term based on current projections), and tax planning strategies.

No assurance can be given that either the tax returns submitted by us or the income tax reported on the interim condensed consolidated financial statements will not be adjusted by either adverse rulings by the United States Tax Court, changes in the tax code, or assessments made by the Internal Revenue Service. We are subject to potential adverse adjustments, including, but not limited to, an increase in the statutory federal or state income tax rates, the permanent non-deductibility of amounts currently considered deductible either now or in future periods, and the dependency on the generation of future taxable income in order to ultimately realize deferred income tax assets. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not have any amounts accrued for interest or penalties at either June 30, 2012 or December 31, 2011.

Share-Based Compensation: The Company recognizes the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. The Company estimates the per share fair value of option grants on the date of grant using the Black-Scholes option pricing model using assumptions for the expected dividend yield, expected stock price volatility, risk-free interest rate and expected option term. These assumptions are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. The Black-Scholes option pricing model also contains certain inherent limitations when applied to options that are not traded on public markets. The per share fair value of options is highly sensitive to changes in assumptions. In general, the per share fair value of options will move in the same direction as changes in the expected stock price volatility, risk-free interest rate and expected option term, and in the opposite direction as changes in the expected dividend yield. For example, the per share fair value of options will generally increase as expected stock price volatility increases, risk-free interest rate increases, expected option term increases and expected dividend yield decreases. The use of different assumptions or different option pricing models could result in materially different per share fair values of options.

Financial Condition at June 30, 2012

Total Assets

Total assets increased to $89.4 million at June 30, 2012 from $79.6 million at December 31, 2011. Loans increased $9.7 million and loans held for sale increased $1.0 million. These increases were funded by a decrease in cash and cash equivalents of $1.1 million, an increase in deposits of $6.7 million and an increase in borrowed funds of $3.5 million.

Loans

Net loans were $77.0 million at June 30, 2012 compared to $67.4 million as of December 31, 2011 as a result of planned growth. Since loans typically provide higher interest yields than other types of interest earning assets, we intend to invest a substantial percentage of our earning assets in our loan portfolio. At June 30, 2012, our loan portfolio consisted of $1.9 million in construction and land development loans, $63.3 million in commercial real estate loans, $9.2 million in commercial and industrial loans and $3.5 million in residential mortgage and other consumer loans compared to December 31, 2011, when our loan portfolio consisted of $3.4 million in construction and land development loans, $55.9 million in commercial real estate loans, $6.1 million in commercial and industrial loans, and $2.8 million in residential mortgage and other consumer loans. Growth in all categories is generally expected as management expects loans to continue to grow as capital is deployed and excess cash is invested in higher yielding assets as part of the Bank’s business plan. The volume of construction and land development loans increases and decreases as projects are completed and loans move from construction phase to end loan status.

As of June 30, 2012, the Company had unfunded loan commitments, including available credit totaling approximately $16.4 million compared to $12.4 million as of December 31, 2011. The increase is due to planned growth and the timing delay between commitment and funding and, therefore, may fluctuate significantly at any given time. While the Company has no guarantee these commitments will actually be funded, management has no reason to believe a significant portion of these commitments will not become assets of the Company.

The allowance for loan losses was $940,000 and $769,000 as of June 30, 2012 and December 31, 2011, respectively. As of June 30, 2012 and December 31, 2011, the Company had a total of $690,000 of impaired loans to one borrower, which are on nonaccrual status and have been restructured. The allowance for loan losses as a percent of total loans was approximately 1.21% and 1.13% at June 30, 2012 and December 31, 2011, respectively.

Future provisions to the allowance for loan losses may be necessary based on the growth of the loan portfolio, changes in composition of the loan portfolio, possible future increases in nonperforming loans and charge-offs, and the impact of the deterioration of the real estate and economic environments in our lending area. Although the Company uses the best information available, the level of allowance for loan losses remains an estimate that is subject to significant judgment and short-term change.

Investment securities

Investment securities classified as available for sale consist of U.S. government agencies, which totaled $4.9 million at June 30, 2012, compared to $4.7 million as of December 31, 2011. The balance as of June 30, 2012 consisted of $2.5 million in U.S. government agency securities and $2.4 million in mortgage backed securities issued by U.S. government agency securities. Other investment securities consist of $184,000 in restricted equity investment securities as of June 30, 2012 and $81,000 at December 31, 2011. The restricted equity investment securities are comprised entirely of stock in the FHLB. The carrying value of investment securities increased by approximately $248,000 from December 31, 2011 to June 30, 2012 due to planned growth in the investment portfolio. The Company expects the investment portfolio to continue to grow as a part of the overall balance sheet growth. The mix of investment securities purchased is not expected to change significantly.

Deposits

The Company had $75.7 million in deposits as of June 30, 2012, which consisted of $9.0 million in noninterest bearing demand deposit accounts, $32.7 million in time deposits, and $34.0 million of other interest bearing accounts. Deposits increased $6.7 million from December 31, 2011 when deposits were $69.0 million consisting of $9.5 million in noninterest bearing demand deposit accounts, $29.2 million in time deposits, and $30.3 million of other interest bearing accounts. We anticipate that deposits will continue to increase as the Bank continues to implement its business plan.

Liquidity

Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. For an operating bank, liquidity represents the ability to provide steady sources of funds for loan commitments and investment activities, as well as to maintain sufficient funds to cover deposit withdrawals and payment of debt and operating obligations. Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements, while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control.

The liquidity of a bank allows it to provide funds to meet loan requests, to accommodate possible outflows of deposits, and to take advantage of other investment opportunities. Funding of loan requests, providing for liability outflows and managing interest rate margins require continuous analysis to attempt to match the maturities and re-pricing of specific categories of loans and investments with specific types of deposits and borrowings. Bank liquidity depends upon the mix of the banking institution’s potential sources and uses of funds.

Our primary sources of funds are cash and cash equivalents, deposits, principal and interest payments received on loans and investment maturities. While scheduled amortization of loans is a predictable source of funds, deposit flows are greatly influenced by general interest rates, economic conditions and competition. The Bank is a member of the FHLB which provides the Bank with a secured line of credit. Collateral will primarily consist of specific pledged loans and investment securities. The amount available to advance on the line is determined by the value of pledged collateral as determined by the FHLB. The Bank has also received approval to borrow from the Federal Reserve Discount Window on a collateralized basis. Collateral will consist of specific pledged loans. In addition, a correspondent bank has approved a $2.0 million federal funds line of credit on a secured basis. Investment securities have been pledged and the line is available for use. Lastly, the Bank has subscribed to a deposit listing service which allows the Bank to post its rates to other financial institutions. This facility is used on a limited basis to secure lower costing funds. Present sources of liquidity are considered sufficient to meet current commitments. At June 30, 2012, the Company had $2.0 million advanced on its overnight federal funds line of credit and $1.5 million advanced from the FHLB. Current borrowings from the FHLB are short term floating rate advances that can be repaid at any time. The Bank did not have any borrowings as of December 31, 2011. The effective rate for these advances was 0.50% as of June 30, 2012.

In the normal course of business, the Bank routinely enters into various commitments, primarily relating to the origination of loans. At June 30, 2012, outstanding unused lines of credit including ACH lines and overdraft lines totaled $10.7 million. The Company expects to have sufficient funds available to meet current commitments in the normal course of business. As of June 30, 2012, the Bank also had $5.7 million of outstanding commitments to fund loans. A majority of these commitments represent commercial loan commitments and are the result of planned growth in loan volume. The increase in commitments is the result of timing between loan commitment and loan closing.

Certificates of deposit scheduled to mature in one year or less are approximately $16.0 million at June 30, 2012. Management estimates that a significant portion of such deposits will remain with the Bank.

Off-balance sheet arrangements

To meet the financing needs of its customers, the Bank is party to financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments are comprised of unused lines of credit, overdraft lines and loan commitments. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making these commitments as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary by the Bank, upon extension of credit is based on management’s credit evaluation of the borrower. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Risk to credit loss exists, up to the face amounts of these instruments, although material losses are not anticipated.

Shareholders’ Equity

Total shareholders’ equity decreased from $10.4 million at December 31, 2011 to $9.9 million at June 30, 2012, primarily as a result of net operating losses during the first six months of 2012.

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Regardless, the Bank is “well capitalized” under these minimum capital requirements as set per bank regulatory agencies.

Under the capital adequacy guidelines, regulatory capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. The Bank’s Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain or loss on investment securities available for sale. In determining the amount of risk-weighted assets, generally all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type of asset. The Bank’s Tier 2 capital consists of Tier 1 capital plus the allowance for loan losses, subject to certain limitations. We are also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio.

At the Bank level, we are subject to various regulatory capital requirements administered by the federal banking agencies. To be considered “adequately capitalized” under these capital guidelines, we must maintain a minimum total risk-based capital of 8%, with at least 4% being Tier 1 capital. In addition, we must maintain a minimum Tier 1 leverage ratio of at least 4%. To be considered “well capitalized,” we must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%. In connection with commencing operations, the Bank was required by its regulators to maintain a minimum ratio of Tier 1 capital to average assets of 8% through April 30, 2012. However, as a de novo financial institution, the Bank will continue to be subject to higher capital requirements than those levels normally required to be deemed well capitalized during the first seven years of operation. The Bank exceeded its minimum regulatory capital ratios as of June 30, 2012, as well as the ratios to be considered “well capitalized.”

The following table sets forth the Bank’s various capital ratios at June 30, 2012:

	Bank
Total risk-based capital		13.53	%
Tier 1 risk-based capital		12.32	%
Leverage capital		11.32	%

We believe that our capital is sufficient to fund the activities of the Bank in its initial stages of operation and that the rate of asset growth will not negatively impact the capital base. As of June 30, 2012, there were no significant firm commitments outstanding for capital expenditures.

Results of Operations for the Three and Six Months Ended June 30, 2012 and 2011

Net Loss

The Company incurred a net loss of approximately $336,000 for the three months and $473,000 for the six months ended June 30, 2012 as compared to a net loss of $157,000 for the three months and $321,000 for the six months ended June 30, 2011. Basic and diluted loss per share was $0.20 and $0.09 for the three months and $0.28 and $0.19 for the six months ended June 30, 2012 and 2011 respectively. The increase in our net loss is primarily a result of increased non-interest expenses. Increases in net interest income and non-interest income were offset by increases in the provision for loan losses and non-interest expenses. The increases in the loan loss provision are due to growth in the loan portfolio. Non-interest expenses increased due to salary expense associated with anticipated payments to the Bank’s former CEO, legal and loan collection expenses related to the Bank’s one problem loan relationship along with planned growth.

Net Interest Income

Table 1 below provides information regarding interest income and expense for the three and six month periods ended June 30, 2012 and 2011. Tables 1 outlines average balances and interest income and expense, as well as the average rates earned or paid on assets and liabilities. Table 2 outlines the changes in interest income and interest expense attributable to changes in volume and interest rate. These tables are referred to in the discussion of interest income, interest expense and net interest income.

Net yield on earning assets, defined as net interest income annualized, divided by average interest earning assets, was 3.58% and 3.28% for the six months ended June 30, 2012 and 2011, respectively, and 3.61% and 3.24% for the three months ended June 30, 2012 and 2011, respectively. The average volume of interest bearing assets and liabilities has increased significantly in the three and six month periods ending June 30, 2012 compared to the prior year due to planned growth.

The significant growth in loan volume has offset the impact of declining loan yields due to the continued low rate environment. The Company has also benefited from reductions in the overall cost of funds which has partially offset the impact of increased expense due to significant growth in deposit volume. The Company anticipates that the spread and the margin will continue to expand as the Bank originates higher volumes of loans. However, the continued low rate environment and competitive pressures are expected to slow that expansion.

The following table provides a summary of the various components of net interest income, and the results of changes in balance sheet makeup that have resulted in the changes in spread and net interest margin for the three and six month periods ended June 30, 2012 and 2011 (dollars in thousands).

Table 1 - Average Balances and Interest Rates

	Six Months Ended June 30, 2012								Six Months Ended June 30, 2011
	Average Balance			Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate
Earning assets:
Federal funds sold and interest bearing balances due from banks	$	3,875		$	5		0.26	%	$	6,742	$	8		0.23	%
Investment securities(2)		4,881			42		1.72			4,642		53		2.29
Loans(1)		72,812			1,800		4.94			46,962		1,236		5.26
Total earning assets		81,568			1,847		4.53	%		58,346		1,297		4.44	%
Nonearning assets		(201	)							72
Total assets	$	81,367							$	58,418

Interest-bearing liabilities:
Interest-bearing demand		6,065			24		0.79	%		5,008		24		0.96	%
Savings		25,202			124		0.98			14,678		99		1.35
Time deposits		31,051			237		1.53			22,229		217		1.95
Borrowed funds		187			—		0.00			—		—		—
Total interest-bearing liabilities		62,505			385		1.23	%		41,915		340		1.62	%
Noninterest- bearing liabilities		8,588								5,593
Shareholders' equity		10,274								10,910
Total liabilities and shareholders' equity	$	81,367							$	58,418
Net interest spread							3.30	%						2.82	%
Net interest income/ margin(2)				$	1,462		3.58	%			$	957		3.28	%

(1) Loan fees are included in interest income.

(2) The Company has sustained a taxable loss, so the Company has not been able to realize any tax benefit from tax-exempt investment securities.

Table 2 - Average Balances and Interest Rates

	Three Months Ended June 30, 2012								Three Months Ended June 30, 2011
	Average Balance			Income/ Expense		Yield/ Rate			Average Balance		Income/ Expense		Yield/ Rate
Earning assets:
Federal funds sold and interest bearing balances due from banks	$	3,852		$	3		0.31	%	$	7,832	$	5		0.26	%
Investment securities(2)		5,126			20		1.56			4,789		27		2.26
Loans(1)		75,347			927		4.92			48,433		639		5.28
Total earning assets		84,325			950		4.51	%		61,054		671		4.40	%
Nonearning assets		(131	)							59
Total assets	$	84,194							$	61,113

Interest-bearing liabilities:
Interest-bearing demand	$	6,222			12		0.77	%	$	5,118		12		0.94	%
Savings		26,389			64		0.97			17,674		60		1.36
Time deposits		31,842			118		1.48			21,611		105		1.94
Borrowed funds		374			—		—			—		—		—
Total interest-bearing liabilities		64,827			194		1.20	%		44,403		177		1.59	%
Noninterest- bearing liabilities		9,195								5,878
Shareholders' equity		10,172								10,832
Total liabilities and shareholders' equity	$	84,194							$	61,113
Net interest spread							3.31	%						2.81	%
Net interest income/ margin(2)				$	756		3.59	%			$	494		3.24	%

(1)

Loan fees are included in interest income.

(2)

The Company has sustained a taxable loss, so the Company has not been able to realize any tax benefit from tax-exempt investment securities.

Table 3 - Changes in Net Interest Income

	Six months ended June 30, 2012 over 2011
	Total			Volume			Rate
Increase (decrease) in interest income (1)
Federal funds sold and interest- bearing deposits with banks	$	(3	)	$	(4	)	$	1
Investment securities		(11	)		3			(14	)
Loans		564			634			(70	)
Net change in interest income		550			633			(83	)

Increase (decrease) in interest expense
Interest-bearing demand		—			—			—
Savings		25			40			(15	)
Time deposits		20			60			(40	)
Net change in interest expense		45			100			(55	)


Net change in net interest income	$	505		$	533		$	(28	)

Table 4 - Changes in Net Interest Income

	Three months ended June 30, 2012 over 2011
	Total			Volume			Rate
Increase (decrease) in interest income (1)
Federal funds sold and interest- bearing deposits with banks	$	(2	)	$	(3	)	$	1
Investment securities		(7	)		2			(9	)
Loans		288			328			(40	)
Net change in interest income		279			327			(48	)

Increase (decrease) in interest expense
Interest-bearing demand		—			—			—
Savings		4			9			(5	)
Time deposits		13			46			(33	)
Net change in interest expense		17			55			(38	)


Net change in net interest income	$	262		$	272		$	(10	)

(1)

The volume variance is computed as the change in volume (average balance) multiplied by the previous year's interest rate. The rate variance is computed as the change in interest rate multiplied by the previous year's volume (average balance). The change in interest due to both volume and rate has been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Provision for loan losses

The provision for loan losses was $98,000 and $28,000 for the three months ended June 30, 2012 and 2011, respectively and $171,000 and $80,000 for the six month periods ended June 30, 2012 and 2011, respectively. The increased provision for both the three and six month periods ended June 30, 2012 was due to increases in the total loan portfolio and changes in risk factor allocations. Risk factors are reviewed quarterly and adjusted based on various conditions. See Note 3 for further information.

Loan growth was $9.7 million in the first six months of 2012 compared to $5.0 million in growth for the same period in 2011. The allowance for loan losses as a percentage of loans was approximately 1.21% as of June 30, 2012 compared to approximately 1.13% as of December 31, 2011. There were no charge-offs or recoveries during either period. Management will continue to monitor the portfolio for probable inherent losses that may exist and will increase the allowance for loan losses accordingly.

Noninterest income

Total noninterest income was $38,000 and $114,000 for the three and six month periods ended June 30, 2012 as compared to $6,000 and $18,000 for the three and six month periods ended June 30, 2011. The noninterest income earned in the three month period ended June 30, 2012 consisted of gain on sale of loans of $25,000, other miscellaneous income of $10,000 and service charges on deposit accounts of $3,000. For the three month period ended June 30, 2011, noninterest income was comprised primarily service charges on deposit accounts of $2,000, and other miscellaneous income of $4,000. For the six months ended June 30, 2012, noninterest income consisted of gain on sale of loans of $57,000, gain on the sale of investment securities of $35,000, other miscellaneous income of $15,000 and service charges on deposit accounts of $7,000 compared to gain on sale of loans of $6,000, other miscellaneous income of $8,000 and service charges on deposit accounts of $4,000 for the the six months ended June 30, 2011. Gain on sale of loans is expected to increase due to increased activity in mortgage refinancing and planned growth.

Noninterest expenses

The following table summarizes changes in the Company's noninterest expense by category for the three and six month periods ended June 30, 2012 and 2011 (dollars in thousands).

	Three Months Ended June 30,							Six Months Ended June 30,
	2012		2011		Change			2012		2011		Change
Noninterest expenses
Salaries and benefits	$	684	$	371	$	313		$	1,224	$	713	$	511
Occupancy and equipment		55		43		12			109		85		24
Share based payment awards		10		11		(1	)		22		25		(3	)
Data processing and computer support		41		38		3			84		73		11
Advertising and marketing		17		13		4			26		27		(1	)
Audit and other professional		83		50		33			149		100		49
Printing, postage and office supplies		14		16		(2	)		27		26		1
Legal		26		19		7			57		39		18
Loan processing		9		5		4			18		7		11
Loan collection		20		-		20			25		-		25
Insurance, including FDIC premium		27		20		7			54		47		7
Telephone and data communications		14		13		1			28		23		5
Other		32		29		3			55		51		4
Total noninterest expenses	$	1,032	$	628	$	404		$	1,878	$	1,216	$	662

Total noninterest expenses increased $404,000 and $662,000 for the three and six months ended June 30, 2012, respectively, over the three and six months ended June 30, 2011, respectively. Overall, increases were generally attributable to planned growth. The largest increase for the three and six months ended June 30, 2012 was salaries and benefits of $313,000 and $511,000 respectively. The variance was due to planned increases in staff and accrual for potential contractual compensation expense. Other increases for the three and six months ended June 30, 2012 include audit and other professional fees of $33,000 and $49,000, respectively, due to planned increases in audit related expense and expense related to staff recruitment, loan collection expense of $20,000 and $25,000, respectively, related to the Bank’s one impaired loan relationship, and legal expenses of $7,000 and $18,000, respectively, associated with employment consultations. Additionally, there was an increase in occupancy and equipment expenditures of $12,000 and $24,000, respectively, due to costs associated with leasing additional space.

Income tax expense

No federal income tax expense or benefit was recognized during the three and six months ended June 30, 2012 and 2011 due to the tax loss carry-forward position of the Company. An income tax benefit may be recorded in future periods, when the Company begins to become profitable and management believes that profitability will continue for the foreseeable future.

Capital Expenditures

The Company’s capital expenditures have consisted primarily of leasehold improvements and purchases of furniture and equipment preparing our property to be utilized in the ordinary course of our banking business. The Company incurred capitalized expenditures of $115,000 for the six month period ended June 30, 2012 and $35,000 for the six month period ended June 30, 2011. The increased capital expenditures for the six months ended June 30, 2012 related to furniture and equipment as a result of leasing additional space in the current facility due to planned growth. The Company does not expect significant capital expenditures other than those incurred as part of the business plan.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because the Company is a smaller reporting company, disclosure under this item is not required.

ITEM 4. CONTROLS AND PROCEDURES

The Company has carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the Company’s CEO and CFO have concluded that our disclosure controls and procedures are effective as of the date of this report and designed so that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, to allow timely decisions regarding required disclosures.

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. Control systems, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

There were no significant changes made in our internal control over financial reporting (as defined under Rule 15d-15(f) under the Exchange Act) or in other factors during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. RISK FACTORS

Not applicable.

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On August 13, 2012, the Bank entered into an agreement with a former employee to settle a post-employment contractual dispute. The Company does not believe that the terms of the agreement are material to the Company’s performance, financial condition or results of operations.

ITEM 6. EXHIBITS

Number		Description
3.1		Articles of Incorporation(2)
3.2		Bylaws(2)
3.3		Amended and Restated Bylaws(3)
4.1		Specimen common stock certificate(2)
4.2		Form of Grand River Commerce, Inc. Organizers’ Warrant Agreement(2)
4.3		See Exhibits 3.1 and 3.2 for provisions of the articles of incorporation and bylaws defining rights of holders of the common stock
10.1		Grand River Commerce, Inc. 2009 Stock Incentive Plan(4)
10.2		Form of Incentive Stock Option Award Agreement pursuant to the Grand River Commerce, Inc. 2009 Stock Incentive Plan(4)
10.3		Form of Stock Option Award Agreement for non-qualified stock options pursuant to the Grand River Commerce, Inc. 2009 Stock Incentive Plan(4)
10.4		Form of Warrant Agreement(4)
10.5		Employment Agreement by and between Grand River Bank and David H. Blossey+(2)
10.6		Employment Agreement by and between Grand River Bank and Elizabeth C. Bracken+(2)
10.7		Consulting Agreement by and between Grand River Commerce, Inc. and David H. Blossey+(2)
10.8		Consulting Agreement by and between Grand River Commerce, Inc. and Robert P. Bilotti+(2)
10.09		Consulting Agreement by and between Grand River Commerce, Inc. and Elizabeth C. Bracken+(2)
10.10		Employment Agreement by and between Grand River Bank and Mark Martis+(9)
10.11		Consulting Agreement by and between Grand River Commerce, Inc. and Mark Martis+(9)
10.12		Acknowledgement and Release Agreement by and between Grand River Commerce, Inc., Grand River Bank and Robert P. Bilotti+(6)
10.13		Amendment Number One to the Terms and Conditions to the Incentive Stock Award Agreement by and between Grand River Commerce, Inc. and Robert P. Bilotti+(6)
10.14		Amended and Restated Executive Employment Agreement by and between Grand River Commerce, Inc. and Robert P. Bilotti+(7)
10.15		Lease Agreement by and between Grand River Bank and Southtown Center LLC, dated December 10, 2010. (8)
10.16		Employment Agreement by and between Grand River Bank and Patrick K. Gill+(8)
31.1		Certification of Chief Executive Officer
31.2		Certification of Chief Financial Officer
32.1		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation
101.DEF**		XBRL Taxonomy Extension Definition
101.LAB**		XBRL Taxonomy Extension Labels
101.PRE**		XBRL Taxonomy Extension Presentation

Indicates a compensatory plan or contract

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)

Previously filed as an exhibit to our Current Report on Form 8-K filed March 10, 2009

(2)

Previously filed as an exhibit to the registration statement filed November 16, 2007

(3)

Previously filed as an exhibit to our Current Report on Form 8-K filed May 30, 2008

(4)

Previously filed as an exhibit to our Current Report on Form 8-K filed June 26, 2009

(5)

Previously filed as an exhibit to our Quarterly Report on Form 10-Q on August 14, 2009

(6)

Previously filed as an exhibit to our Current Report on Form 8-K filed February 4, 2011

(7)

Previously filed as an exhibit to our Current Report on Form 8-K filed March 21, 2012

(8)

Previously filed as an exhibit to our Annual Report on Form 10-K filed March 29, 2012

(9)

Previously filed as an exhibit to Amendment No. 2 to the registration statement on Form S-1 filed February 29, 2008

SIGNATURES

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

Dated: August 13, 2012	GRAND RIVER COMMERCE, INC.

	By:	/s/ Robert P. Bilotti
		Robert P. Bilotti
		President and Chief Executive Officer

	By:	/s/ Elizabeth C. Bracken
		Elizabeth C. Bracken
		Chief Financial Officer