UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 0-51296

COMMUNITY FINANCIAL SHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland	36-4387843
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
357 Roosevelt Road Glen Ellyn, Illinois	60137
(Address of principal executive offices)	(Zip Code)

(630) 545-0900

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

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

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-Accelerated Filer ¨	Smaller Reporting Company x
(Do not check if a smaller reporting company)

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

Yes ¨ No x

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

Class	Outstanding at November 6, 2013
Common Stock, $0.01 par value per share	10,781,988 shares

Form 10-Q Quarterly Report

Table of Contents

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4	Controls and Procedures	42
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
	Signatures	47

2

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	September 30,		December 31,
	2013		2012
	(Unaudited)
ASSETS
Cash and due from banks	$	4,095	$	4,875
Interest-bearing deposits		30,064		66,146
Cash and cash equivalents		34,159		71,021
Interest-bearing time deposits		1,443		1,941
Securities available for sale		87,446		47,588
Loans held for sale		480		7,230
Loans, less allowance for loan losses of $2,544 and $3,032     at September 30, 2013 and December 31, 2012, respectively		196,458		194,391
Foreclosed assets, net		6,423		9,012
Federal Home Loan Bank stock		926		926
Premises and equipment, net		14,963		14,724
Cash value of life insurance		6,589		6,421
Interest receivable and other assets		2,541		1,922
Total assets	$	351,428	$	355,176
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits	$	319,119	$	317,204
Federal Home Loan Bank advances		4,500		9,000
Subordinated debentures		3,609		3,609
Interest payable and other liabilities		2,520		3,011
Total liabilities		329,748		332,824
Commitments and contingent liabilities
Shareholders' equity
Common stock - $0.01 and no par value, 75,000,000 shares authorized;     10,781,988 and 5,560,567 shares issued and outstanding		-		-
Preferred stock - $1.00 par value, $100 liquidation preference 1,000,000 shares authorized; 191,246 and 196,847 shares issued and outstanding		191		197
Paid-in capital		30,385		26,270
Accumulated deficit		(7,585)		(4,346)
Accumulated other comprehensive income (loss)		(1,311)		231
Total shareholders' equity		21,680		22,352
Total liabilities and shareholders' equity	$	351,428	$	355,176

See Notes to Condensed Consolidated Financial Statements

3

 

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30, 2013 and 2012

(In thousands, except share and per share data)

(Unaudited)

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
Interest and dividend income
Interest and fees on loans	$	2,697	$	2,719	$	7,972	$	8,289
Securities:
Taxable		276		241		790		710
Exempt from federal income tax		77		82		191		283
Other interest income		25		38		104		117
Total interest and dividend income		3,075		3,080		9,057		9,399
Interest expense
Deposits		351		426		1,120		1,343
Federal Home Loan Bank advances and other borrowed funds		28		89		92		286
Subordinated debentures		18		19		52		58
Total interest expense		397		534		1,264		1,687
Net interest income		2,678		2,546		7,793		7,712
Provision for loan losses		120		180		1,420		1,137
Net interest income after provision for loan losses		2,558		2,366		6,373		6,575
Non-interest income
Service charges on deposit accounts		89		98		260		289
Gain on sale of loans		222		229		993		609
Gain on sale of securities		-		-		55		141
Gain/(Loss) on sale of foreclosed assets		7		(25)		(331)		(20)
Other non-interest income		231		256		713		800
Total non-interest income		549		558		1,690		1,819
Non-interest expense
Salaries and employee benefits		1,468		1,548		4,584		4,361
Net occupancy and equipment expense		299		313		954		962
Data processing expense		341		317		1,009		930
Advertising and promotions		47		81		137		218
Professional fees		343		254		1,058		778
FDIC insurance premiums		205		319		617		912
Write-down on other real estate owned		386		-		1,251		424
Other real estate owned expenses		187		141		507		412
Other operating expenses		282		335		1,039		1,033
Total non-interest expense		3,558		3,308		11,156		10,030
Loss before income taxes		(451)		(384)		(3,093)		(1,636)
Income taxes/(benefit)		-		(30)		146		(56)
Net loss		(451)		(354)		(3,239)		(1,580)
Preferred stock dividend and accretion		-		(114)		-		(339)
Net loss available to common shareholders	$	(451)	$	(468)	$	(3,239)	$	(1,919)
Loss per share
Basic	$	(0.07)	$	(0.38)	$	(0.53)	$	(1.54)
Diluted	$	(0.07)	$	(0.38)	$	(0.53)	$	(1.54)
Average shares outstanding basic		6,590,610		1,245,267		6,098,213		1,245,267
Average shares outstanding diluted		6,590,610		1,245,267		6,098,213		1,245,267
Dividends per share	$	0.00	$	0.00	$	0.00	$	0.00

See Notes to Condensed Consolidated Financial Statements

4

 

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three and Nine Months Ended September 30, 2013 and 2012

(In thousands, except share and per share data)

(Unaudited)

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
Net loss	$	(451)	$	(354)	$	(3,239)	$	(1,580)
Other comprehensive loss:
Unrealized holding gains/(losses) arising during the period:
Unrealized net gains/(losses)		(357)		77		(2,461)		287
Related income tax benefit/(expense)		138		(30)		954		(107)
Net unrealized gains/(losses)		(219)		47		(1,507)		180
Less: reclassification adjustment for net gains realized during the period
Realized net gains		-		-		55		141
Related income tax expense		-		-		(20)		(51)
Net realized gains		-		-		35		90
Other comprehensive income/(loss)		(219)		47		(1,542)		90
Comprehensive loss	$	(670)	$	(307)	$	(4,781)	$	(1,490)

See Notes to Condensed Consolidated Financial Statements

5

 

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Nine Months Ended September 30, 2013 and 2012

(In thousands, except share and per share data)

(Unaudited)

	Number								Accumulated
	of								Other		Total
	Common		Preferred		Paid-In		Accumulated		Comprehensive		Shareholders'
	Shares		Stock		Capital		Deficit		Income (loss)		Equity
Balance at January 1, 2013		5,560,567	$	197	$	26,270	$	(4,346)	$	231	$	22,352
Net loss		-		-		-		(3,239)		-		(3,239)
Other comprehensive loss		-		-		-		-		(1,542)		(1,542)
Net proceeds of rights offering		3,670,221		-		4,090		-		-		4,090
Preferred stock conversion to common		1,551,200		(16)		16		-		-		-
Preferred stock issued		-		10		-		-		-		10
Amortization of stock option expense		-		-		9		-		-		9
Balance at September 30, 2013		10,781,988	$	191	$	30,385	$	(7,585)	$	(1,311)	$	21,680
Balance at January 1, 2012		1,245,267	$	7	$	12,033	$	(5,407)	$	617	$	7,250
Net loss		-		-		-		(1,580)		-		(1 580)
Other comprehensive income		-		-		-		-		90		90
Preferred stock dividends (5%)		-		-		-		(285)		-		(285)
Discount on preferred stock		-		-		54		(54)		-		-
Amortization of stock option expense		-		-		10		-		-		10
Balance at September 30, 2012		1,245,267	$	7	$	12,097	$	(7,326)	$	707	$	5,485

See Notes to Condensed Consolidated Financial Statements

6

 

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2013 and 2012

(In thousands)

(Unaudited)

	Nine Months
	Ended September 30,
	2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,239)	$	(1,580)
Adjustments to reconcile net loss to net cash     from (used in) operating activities
Amortization on securities, net		505		174
Depreciation		460		490
Provision for loan losses		1,420		1,137
Gain on sale of securities		(55)		(141)
Write-down on other real estate owned		1,251		424
Loss on sale of foreclosed assets		331		20
Gain on sale of loans		(993)		(609)
Originations of loans for sale		(39,696)		(28,693)
Proceeds from sales of loans		47,438		29,302
Compensation cost of stock options		9		10
Change in cash value of life insurance		(169)		(180)
Change in interest receivable and other assets		(323)		(2,500)
Change in interest payable and other liabilities		(491)		343
Net cash from (used in) operating activities		6,448		(1,803)
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing time deposits		498		1,494
Purchases of securities available for sale		(62,550)		(29,752)
Proceeds from maturities and calls of securities available for sale		11,664		18,547
Proceeds from sales of securities available for sale		8,063		4,392
Proceeds from Federal Home Loan Bank stock redemption		-		3,503
Proceeds from sale of other real estate owned		3,990		1,053
Net change in loans		(5,791)		(1,334)
Property and equipment expenditures, net		(699)		(240)
Net cash used in investing activities		(44,825)		(2,337)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in:
Non-interest bearing and interest-bearing demand     deposits and savings		4,004		3,996
Certificates and other time deposits		(2,089)		2,333
Proceeds of capital raises		4,100		-
Repayments of borrowings		(4,500)		-
Net cash from financing activities		1,515		6,329
Change in cash and cash equivalents		(36,862)		2,189
Cash and cash equivalents at beginning of period		71,021		44,258
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	34,159	$	46,447
Supplemental disclosures
Interest paid	$	1,251	$	1,601
Income taxes paid		-		-
Transfers from loans to foreclosed assets		1,594		2,237

See Notes to Condensed Consolidated Financial Statements

7

 

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2013 and 2012

NOTE 1 – BASIS OF PRESENTATION

The accounting policies followed in the preparation of the interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are consistent with those used in the preparation of annual consolidated financial statements. The interim condensed consolidated financial statements reflect all normal and recurring adjustments, which are necessary, in the opinion of management of Community Financial Shares, Inc. (the “Company”), for a fair statement of results for the interim periods presented. Results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for the interim financial period and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the U.S. Securities and Exchange Commission on March 29, 2013. The condensed consolidated balance sheet of the Company as of December 31, 2012 has been derived from the audited consolidated balance sheet as of that date.

NOTE 2 – LOSS PER SHARE

The following is an analysis of the Company’s basic and diluted loss per common share, reflecting the application of the two-class method as of September 30, 2013:

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2013		2013
Net loss available for distribution	$	(451)	$	(3,239)
Dividends and undistributed loss allocated to participating securities		-		-
Loss attributable to common shareholders	$	(451)	$	(3,239)
Average common shares outstanding for basic earnings per share		6,590,610		6,098,213
Effect of dilutive convertible preferred stock		-		-
Effect of dilutive stock options		-		-
Average common and common-equivalent shares for dilutive earnings per share		6,590,610		6,098,213
Basic	$	(0.07)	$	(0.53)
Diluted	$	(0.07)	$	(0.53)

The Company’s preferred stockholders are entitled to participate in all common stock dividends on an as-converted basis, and no dividends may be paid on shares of  the Company's common stock unless an identical dividend is payable to preferred stockholders on an as-converted basis.

8

The following are the factors used in the loss per share common share computation for the three and nine months ended September 30, 2012:

	Three Months		Nine Months
	September 30,		September 30,
	2012		2012
Basic
Net loss	$	(354)	$	(1,580)
Less: Accretion of discount on preferred stock		(18)		(54)
Dividends on preferred stock		(96)		(285)
Net loss available to common shareholders	$	(468)	$	(1,919)
Weighted-average common shares outstanding		1,245,267		1,245,267
Basic loss per share	$	(0.38)	$	(1.54)
Diluted
Net loss	$	(354)	$	(1,580)
Less: Accretion of discount on preferred stock		(18)		(54)
Dividends on preferred stock		(96)		(285)
Net loss available to common shareholders	$	(468)	$	(1,919)
Weighted-average common shares outstanding     for basic loss per share		1,245,267		1,245,267
Add dilutive effects of assumed exercise of stock options		-		-
Average shares and dilutive potential common shares		1,245,267		1,245,267
Diluted loss per share	$	(0.38)	$	(1.54)

There were 24,480 and 31,830 anti-dilutive shares at September 30, 2013 and 2012, respectively.

NOTE 3 – CAPITAL ADEQUACY AND REGULATORY AND SUPERVISORY MATTERS

At the dates indicated, the capital ratios of Community Bank-Wheaton/Glen Ellyn (the “Bank”), the wholly owned subsidiary of the Company, were as follows:

	September 30, 2013					December 31, 2012
	Amount		Ratio			Amount		Ratio
Total capital (to risk-weighted assets)	$	25,462		11.4	%	$	28,321		12.6	%
Tier I capital (to risk-weighted assets)		22,918		10.3	%		25,514		11.4	%
Tier I capital (to average assets)		22,918		6.8	%		25,514		7.7	%

At September 30, 2013, regulatory approval is required for all dividend declarations by both the Bank and the Company.

The Bank is subject to regulatory capital requirements administered by federal banking agencies. In addition to the capital adequacy guidelines set forth below, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order with the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”) on January 21, 2011, whereby the Bank consented to the issuance of a Consent Order (the “Order”) by the FDIC and IDFPR, without admitting or denying that grounds exist for the FDIC and IDFPR to initiate an administrative proceeding against the Bank. The Order will remain in effect until modified or terminated by the FDIC and IDFPR.

9

As previously disclosed, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order with the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”) on January 21, 2011, whereby the Bank consented to the issuance of a Consent Order (the “Order”) by the FDIC and IDFPR, without admitting or denying that grounds exist for the FDIC and IDFPR to initiate an administrative proceeding against the Bank.

The Order requires the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At September 30, 2013, our Tier 1 and total capital ratios were 6.8% and 11.4%, compared to 6.7% and 11.4% at June 30, 2013, 6.8% and 11.8% at March 31, 2013 and 7.7% and 12.6% at December 31, 2012, respectively. We are actively working to comply with the Order’s capital ratio requirements. The additional capital we have raised since June 30, 2013 in connection with the completion of the second closing of our December 2012 private placement offering and our September 2013 private placement offering, which are discussed in the section of this Form 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Financial Condition,” has brought the Bank closer to meeting the capital requirements set forth in the Order. However, our continued inability to meet the capital requirements of the Order may result in monetary penalties and/or additional regulatory actions and may require us to raise additional capital in the future. Our ability to raise additional capital is contingent on the current capital markets and on our financial performance. 

Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If undercapitalized, capital distributions are limited, as are asset growth and expansion, and plans for capital restoration are required.

NOTE 4 - SECURITIES AVAILABLE FOR SALE

The fair value of securities available for sale at September 30, 2013 and December 31, 2012 are as follows:

	September 30, 2013
			Gross		Gross
	Fair		Unrealized		Unrealized
	Value		Gains		Losses
U. S. government agencies	$	11,389	$	-	$	(1,084)
State and political subdivisions		15,304		76		(367)
Mortgage-backed securities – Government sponsored entities		54,919		182		(874)
Preferred stock		24		20		-
SBA guaranteed		5,810		2		(95)
	$	87,446	$	280	$	(2,420)

	December 31, 2012
			Gross		Gross
	Fair		Unrealized		Unrealized
	Value		Gains		Losses
U. S. government agencies	$	21,430	$	29	$	(67)
State and political subdivisions		2,909		72		-
Mortgage-backed securities – GSE residential		22,975		338		(20)
Preferred stock		37		22		-
SBA guaranteed		237		3		(1)
	$	47,588	$	464	$	(88)

10

Securities classified as U. S. government agencies include notes issued by government-sponsored enterprises such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Federal Home Loan Bank. The SBA-guaranteed securities are pools of loans guaranteed by the Small Business Administration.

The following tables show gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2013 and December 31, 2012:

	September 30, 2013
	Less than 12 Months				12 Months or More				Total
Description of			Unrealized				Unrealized				Unrealized
Securities	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
U. S. government agencies	$	11,389	$	(1,084)	$	-	$	-	$	11,389	$	(1,084)
State and political subdivisions		10,502		(367)		-		-		10,502		(367)
Mortgage-backed securities – GSE		42,180		(874)		-		-		42,180		(874)
SBA guaranteed		,653		(95)		-		-		5,653		(95)
Total temporarily impaired     securities	$	69,724	$	(2,420)	$	-	$	-	$	69,724	$	(2,420)

	December 31, 2012
	Less than 12 Months				12 Months or More				Total
Description of			Unrealized				Unrealized				Unrealized
Securities	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
U.S. Government agencies	$	11,406	$	(67)	$	-	$	-	$	11,406	$	(67)
Mortgage-backed securities – GSE residential		3,637		(20)		14		-		3,651		(20)
SBA guaranteed		-		-		25		(1)		25		(1)
Total temporarily impaired     securities	$	15,043	$	(87)	$	39	$	(1)	$	15,082	$	(88)

Unrealized gains and losses within the investment portfolio are determined to be temporary. The Company performed an evaluation of its investments for other than temporary impairment and there was no impairment identified during the nine months ended September 30, 2013. The entire portfolio is classified as available for sale, however, management has no specific intent to sell any securities, and it is more likely than not that the Company will not have to sell any security before recovery of its amortized cost basis.

The fair values of securities available for sale at September 30, 2013, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity are shown separately.

	Amortized		Fair
	Cost		Value
Due in one year or less	$	330	$	331
Due after one year through five years		1,447		1,441
Due after five years through ten years		8,889		8,686
Due after ten years		17,402		16,235
Mortgage-backed securities		55,611		54,919
SBA guaranteed		5,903		5,810
Preferred stock		4		24
	$	89,586	$	87,446

11

Securities with a carrying value of approximately $20.3 million at September 30, 2013 were pledged to secure public deposits and Federal Home Loan Bank advances as well as for other purposes as required or permitted by law.

Sales activities for securities for the three and nine months ended September 30, 2013 and 2012 are shown in the following table:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Sales proceeds	$	-	$	-	$	8,063	$	4,392
Gross gains on sales		-		-		55		141

NOTE 5 – LOANS

Loans and Loan Income: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances as adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.

Allowance for Loan Losses: The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a 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 collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, the 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.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

12

A loan is considered impaired when, based on current information and events, it is probable that the Company 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 circumstances surrounding the loan and the borrower, including the length of the delay, the reasons 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 construction 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 or the fair value of the collateral if the loan is collateral dependent.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

The Company has a geographic concentration of loan and deposit customers within the Chicago metropolitan area. Most of the loans are secured by specific items of collateral including commercial and residential real estate and other business and consumer assets. Commercial loans are expected to be repaid from cash flow from operations of businesses.

Loans consisted of the following at September 30, 2013 and December 31, 2012, respectively:

	September 30,		December 31,
	2013		2012
Real estate
Commercial	$	100,122	$	96,588
Construction		2,050		3,615
Residential		25,945		20,875
Home equity		46,663		50,444
Total real estate loans		174,780		171,522
Commercial		22,722		24,388
Consumer		1,294		1,313
Total loans		198,796		197,223
Deferred loan costs, net		206		200
Allowance for loan losses		(2,544)		(3,032)
Loans, net	$	196,458	$	194,391

The risk characteristics of each loan portfolio segment are as follows:

Commercial

Commercial loans are primarily 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 loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, 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.

13

Commercial Real Estate

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 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 Company’s commercial real estate portfolio are diverse in terms of type and geographic location. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans.

Construction

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 on estimates of costs and value associated with the completed 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 Company 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.

Residential and Consumer, including Home Equity Lines of Credit (HELOC)

With respect to residential loans that are secured by one-to-four family residences and are generally owner occupied, the Company generally establishes a maximum loan-to-value ratio and may require private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in one-to-four family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Policy for charging off loans:

Management’s general practice is to proactively charge down loans individually evaluated for impairment to the fair value of the underlying collateral.

Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except one-to-four family residential loans and consumer loans, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

The Company charges-off one-to-four family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down of one-to-four family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge-off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

14

Policy for determining delinquency:

The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date.

Period utilized for determining historical loss factors:

The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the prior three years. Management believes the three year historical loss experience methodology is appropriate in the current economic environment, as it captures loss rates that are comparable to the current period being analyzed.

Policy for recognizing interest income on impaired loans:

Interest income on loans individually classified as impaired is recognized on a cash basis after all past due and current principal payments have been made.

Policy for recognizing interest income on non-accrual loans:

Subsequent payments on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

The Bank has entered into transactions, including the making of direct and indirect loans, with certain directors and their affiliates (related parties). Such transactions were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s opinion, these loans did not involve more than normal risk of collectibility or present other unfavorable features.

The aggregate amount of loans, as defined, to such related parties were as follows:

Balances, January 1, 2013	$	2,432
New loans including renewals		66
Payments including renewals		(954)
Balances, September 30, 2013	$	1,544

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method for the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30, 2013
			Commercial
	Commercial		Real Estate		Construction		Consumer		Residential		HELOC		Total
Balance at beginning of period	$	454	$	1,453	$	63	$	19	$	168	$	277	$	2,434
Provision for loan losses		110		(38)		(28)		6		24		46		120
Charge-offs		(80)		-		-		-		-		(12)		(92)
Recoveries		-		74		-		-		7		1		82
Balance at end of period	$	484	$	1,489	$	35	$	25	$	199	$	312	$	2,544

15

	Nine Months Ended September 30, 2013
			Commercial
	Commercial		Real Estate		Construction		Consumer		Residential		HELOC		Total
Balance at beginning of period	$	621	$	1,386	$	53	$	21	$	305	$	646	$	3,032
Provision for loan losses		129		374		(18)		17		714		204		1,420
Charge-offs		(266)		(357)		-		(14)		(835)		(542)		(2,014)
Recoveries		-		86		-		1		15		4		106
Balance at end of period	$	484	$	1,489	$	35	$	25	$	199	$	312	$	2,544
Ending balance: individually     evaluated for impairment	$	-	$	249	$	-	$	-	$	-	$	46	$	295
Ending balance: collectively     evaluated for impairment	$	484	$	1,240	$	35	$	25	$	199	$	266	$	2,249
Total Loans:
Ending balance	$	22,722	$	100,122	$	2,050	$	1,294	$	25,945	$	46,663	$	198,796
Ending balance: individually     evaluated for impairment	$	1,614	$	1,359	$	-	$	-	$	-	$	505	$	3,478
Ending balance: collectively     evaluated for impairment	$	21,108	$	98,764	$	2,050	$	1,294	$	25,945	$	46,157	$	195,318

	Three Months Ended September 30, 2012
			Commercial
	Commercial		Real Estate		Construction		Consumer		Residential		HELOC		Total
Balance at beginning of period	$	652	$	3,051	$	28	$	18	$	274	$	1,144	$	5,168
Provision for loan losses		11		217		9		-		165		(222)		180
Charge-offs		-		(20)		-		-		-		(34)		(54)
Recoveries		-		6		-		-		10		-		16
Balance at end of period	$	663	$	3,254	$	37	$	18	$	449	$	888	$	5,309

	Nine Months Ended September 30, 2012
			Commercial
	Commercial		Real Estate		Construction		Consumer		Residential		HELOC		Total
Balance at beginning of period	$	695	$	4,171	$	1,768	$	18	$	804	$	1,398	$	8,854
Provision for loan losses		254		950		9		5		71		(152)		1,137
Charge-offs		(295)		(1,877)		(1,740)		(5)		(456)		(358)		(4,731)
Recoveries		9		10		-		-		30		-		49
Balance at end of period	$	663	$	3,254	$	37	$	18	$	449	$	888	$	5,309
Ending balance: individually     evaluated for impairment	$	-	$	2,034	$	-	$	-	$	240	$	571	$	2,845
Ending balance: collectively     evaluated for impairment	$	663	$	1,220	$	37	$	18	$	209	$	317	$	2,464
Total Loans:
Ending balance	$	26,205	$	96,116	$	2,486	$	1,299	$	19,460	$	53,749	$	199,315
Ending balance: individually     evaluated for impairment	$	-	$	6,771	$	-	$	-	$	1,686	$	2,651	$	11,108
Ending balance: collectively     evaluated for impairment	$	26,205	$	89,345	$	2,486	$	1,299	$	17,774	$	51,098	$	188,207

16

The following table presents the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 31, 2012:

	December 31, 2012
			Commercial
	Commercial		Real Estate		Construction		Consumer		Residential		HELOC		Total
Balance at beginning of period	$	695	$	4,171	$	1,768	$	18	$	804	$	1,398	$	8,854
Provision for loan losses		203		810		25		15		535		(121)		1,467
Charge-offs		(295)		(3,611)		(1,740)		(12)		(1,067)		(638)		(7,363)
Recoveries		18		16		-		-		33		7		74
Balance at end of period	$	621	$	1,386	$	53	$	21	$	305	$	646	$	3,032
Ending balance: individually     evaluated for impairment	$	-	$	154	$	-	$	-	$	147	$	368	$	669
Ending balance: collectively     evaluated for impairment	$	621	$	1,232	$	53	$	21	$	158	$	278	$	2,363
Total Loans:
Ending balance	$	24,388	$	96,588	$	3,615	$	1,313	$	20,875	$	50,444	$	197,223
Ending balance: individually     evaluated for impairment	$	-	$	4,034	$	-	$	-	$	2,970	$	1,717	$	8,721
Ending balance: collectively     evaluated for impairment	$	24,388	$	92,554	$	3,615	$	1,313	$	17,905	$	48,727	$	188,502

The following table summarizes the Company’s nonaccrual loans by class at September 30, 2013 and December 31, 2012.

	September 30,		December 31,
	2013		2012
Real estate loans:
Commercial	$	1,359	$	3,143
Residential		-		2,565
Home equity		505		1,717
Commercial		30		-
Total	$	1,894	$	7,425

The following tables present information regarding impaired loans as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012:

			Unpaid
	Recorded		Principal		Specific
	Balance		Balance		Allowance
With no related allowance recorded:
Commercial	$	1,614	$	1,695	$	-
Commercial real estate		440		440		-
HELOC		165		165		-
Subtotal		2,219		2,300		-
With an allowance recorded:
Commercial real estate		919		1,262		249
HELOC		340		340		46
Subtotal		1,259		1,602		295
Total Impaired Loans	$	3,478	$	3,902	$	295

17

	Three Months Ended September 30,								Nine Months Ended September 30,
	2013				2012				2013				2012
	Average				Average				Average				Average
	Investment in		Interest		Investment in		Interest		Investment in		Interest		Investment in		Interest
	Impaired		Income		Impaired		Income		Impaired		Income		Impaired		Income
	Loans		Recognized		Loans		Recognized		Loans		Recognized		Loans		Recognized
With no related allowance     recorded:
Commercial	$	1,700	$	25	$	-	$	-	$	729	$	25	$	-	$	-
Commercial real estate		445		-		1,889		21		457		-		1,466		58
Residential		401		5		786		4		531		14		1,836		9
HELOC		165		-		166		-		166		-		165		-
Subtotal		2,711		30		2,841		25		1,883		39		3,467		67
With an allowance recorded:
Commercial real estate		918		-		4,854		-		933		-		3,940		53
Residential		-		-		902		4		-		-		435		8
HELOC		340		-		2,491		7		342		-		2,505		7
Subtotal		1,258		-		8,247		11		1,275		-		6,880		68
Total Impaired Loans	$	3,969	$	30	$	11,088	$	36	$	3,158	$	39	$	10,347	$	135

The following table presents information regarding impaired loans as of December 31, 2012:

							Average
			Unpaid				Investment in
	Recorded		Principal				Impaired		Interest Income
	Balance		Balance		Specific Allowance		Loans		Recognized
With no related allowance recorded:
Commercial real estate	$	890	$	890	$	-	$	678	$	24
Residential		1,008		1,008		-		951		28
HELOC		181		181		-		165		-
Subtotal		2,079		2,079		-		1,794		52
With an allowance recorded:
Commercial real estate		3,144		4,878		154		4,620		64
Residential		1,962		2,180		147		1,512		43
HELOC		1,536		1,536		368		2,024		15
Subtotal		6,642		8,594		669		8,155		122
Total Impaired Loans	$	8,721	$	10,673	$	669	$	9,949	$	174

The Company 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 and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed during the loan approval process and is updated as circumstances warrant. The Company uses the following definitions for risk ratings:

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

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the borrower 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 Bank will sustain some loss if the deficiencies are not corrected.

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

18

The following tables summarize the credit quality of the Company at September 30, 2013 and December 31, 2012:

	September 30, 2013
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Total
Commercial	$	20,818	$	221	$	1,683	$	—	$	—	$	22,722
Real estate loans:
Construction		2,050		-		-		—		—		2,050
Commercial real estate		95,507		3,256		1,359		—		—		100,122
Residential		24,468		1,477		-		—		—		25,945
Home equity		46,128		30		505		—		—		46,663
Consumer		1,294		—		—		—		—		1,294
Total	$	190,265	$	4,984	$	3,547	$	—	$	—	$	198,796

	December 31, 2012
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Total
Commercial	$	23,882	$	247	$	259	$	—	$	—	$	24,388
Real estate loans:
Construction		3,615		-		-		—		—		3,615
Commercial real estate		90,102		3,342		3,144		—		—		96,588
Residential mortgage		16,833		1,477		2,565		—		—		20,875
Home equity		48,469		258		1,717		—		—		50,444
Consumer		1,313		—		—		—		—		1,313
Total	$	184,214	$	5,324	$	7,685	$	—	$	—	$	197,223

The following tables summarize past due aging of the Company’s loan portfolio at September 30, 2013 and December 31, 2012:

	September 30, 2013
					Greater								Loans >
	30-59 Days		60-89 Days		Than		Total						90 Days and
	Past Due		Past Due		90 Days		Past Due		Current		Total Loans		Accruing
Commercial	$	258	$	—	$	70	$	328	$	22,394	$	22,722	$	40
Real estate loans:
Construction		—		—		—		—		2,050		2,050		—
Commercial real estate		452		—		1,359		1,811		98,311		100,122		—
Residential		161		—		13		174		25,771		25,945		13
Home equity		100		136		564		800		45,863		46,663		59
Consumer		2		-		—		2		1,292		1,294		—
Total	$	973	$	136	$	2,006	$	3,115	$	195,681	$	198,796	$	112

19

	December 31, 2012
					Greater								Loans >
	30-59 Days		60-89 Days		Than		Total						90 Days and
	Past Due		Past Due		90 Days		Past Due		Current		Total Loans		Accruing
Commercial	$	140	$	—	$	—	$	140	$	24,248	$	24,388	$	—
Real estate loans:
Construction		—		—		—		—		3,615		3,615		—
Commercial real estate		373		—		3,144		3,517		93,071		96,588		—
Residential mortgage		461		58		2,583		3,102		17,773		20,875		18
Home equity		186		76		2,040		2,302		48,142		50,444		324
Consumer		—		—		—		—		1,313		1,313		—
Total	$	1,160	$	134	$	7,767	$	9,061	$	188,162	$	197,223	$	342

The Company may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition that it would not otherwise consider resulting in a modified loan which is then identified as a troubled debt restructuring (“TDR”). The Company may modify loans through interest rate reductions, short-term extensions of maturity, interest only payments, or payment modifications to better match the timing of cash flows due under the modified terms with the cash flows from the borrowers’ operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. TDRs are considered impaired loans for purposes of calculating the Company’s allowance for loan losses.

The Company identifies loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future.

For one-to-four family residential and home equity lines of credit, a restructure often occurs with past due loans and may be offered as an alternative to foreclosure. There are other situations where borrowers, who are not past due, experience a sudden job loss, become overextended with credit obligations, or other problems, have indicated that they will be unable to make the required monthly payment and request payment relief.

When considering a loan restructure, management will determine if: (i) the financial distress is short or long term; (ii) loan concessions are necessary; and (iii) the restructure is a viable solution.

When a loan is restructured, the new terms often require a reduced monthly debt service payment. No TDRs that were on non-accrual status at the time the concessions were granted have been returned to accrual status.

For commercial loans, management completes an analysis of the operating entity’s ability to repay the debt. If the operating entity is capable of servicing the new debt service requirements and the underlying collateral value is believed to be sufficient to repay the debt in the event of a default, the new loan is generally placed on accrual status.

For retail loans, an analysis of the individual’s ability to service the new required payments is performed. If the borrower complies with the terms of the newly restructured debt for at least six consecutive months and the underlying collateral value is believed to be sufficient to repay the debt in the event of a future default, the new loan is generally placed on accrual status. The reason for the TDR is also considered, such as paying past due real estate taxes or payments caused by a temporary job loss, when determining whether a retail TDR loan could be returned to accrual status. Retail TDRs remain on non-accrual status until sufficient payments have been made to bring the past due principal and interest current at which point the loan would be transferred to accrual status.

There were no loans restructured as TDRs during the three and nine months ended September 30, 2013.

20

The following table summarizes the loans that have been restructured as TDRs during the three and nine months ended September 30, 2012:

	Three months ended September 30,  2012					Nine months ended September 30,   2012
	Count	Balance  Prior  to TDR		Balance after TDR		Count	Balance  Prior  to   TDR		Balance after TDR
Real estate loans:
Commercial real estate	-	$	-	$	-	2	$	997	$	997
Residential	-		-		-	2		636		636
Total	-	$	-	$	-	4	$	1,633	$	1,633

The following table sets forth the Company’s TDRs that had payment defaults during the three and nine months ended September 30, 2013. A default occurs when a TDR is 90 days or more past due, transferred to non-accrual status, or transferred to other real estate owned within twelve months of restructuring.

	Three months ended September 30, 2013				Nine months ended September 30, 2013
			Default				Default
	Count		Balance		Count		Balance
Real estate loans:
Commercial		1		444		1		444
Residential		1		339		1		339
Total		2	$	783		2	$	783

NOTE 6 – DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES

The Company measures fair value according to the Financial Accounting Standards Board Accounting Standards Codification (ASC) Fair Value Measurements and Disclosures (ASC 820-10). ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques, but not the valuation techniques themselves. The fair value hierarchy is designed to indicate the relative reliability of the fair value measure. The highest priority given to quoted prices in active markets and the lowest to unobservable data such as the Company’s internal information. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs into the fair value hierarchy (Level 1 being the highest priority and Level 3 being the lowest priority):

Level 1	Quoted prices in active markets for identical assets or liabilities.
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available-for-sale Securities

If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 1 security includes preferred stock. Level 2 securities include certain collateralized mortgage and debt obligations, municipal securities, U.S. government agencies and SBA securities. Third party vendors compile prices from various sources and may apply techniques such as matrix pricing to determine the value of identical or similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather on the investment securities’ relationship to other benchmark quoted investment securities. The following tables are as of September 30, 2013 and December 31, 2012, respectively:

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			At September 30, 2013
	Fair		Fair Value Measurements Using
	Value		Level 1		Level 2		Level 3
Available-for-sale securities:
U.S. government agencies	$	11,389	$	-	$	11,389	$	-
State and political subdivisions		15,304		-		15,304		-
Mortgage-backed securities – GSE		54,919		-		54,919		-
Preferred stock		24		24		-		-
SBA guaranteed		5,810		-		5,810		-
Total available-for-sale securities	$	87,446	$	24	$	87,422	$	-

			At December 31, 2012
	Fair		Fair Value Measurements Using
	Value		Level 1		Level 2		Level 3
Available-for-sale securities:
U.S. government agencies	$	21,430	$	-	$	21,430	$	-
State and political subdivisions		2,909		-		2,909		-
Mortgage-backed securities – GSE residential		22,975		-		22,975		-
Preferred stock		37		37		-		-
SBA guaranteed		237		-		237		-
Total available-for-sale securities	$	47,588	$	37	$	47,551	$	-

The following is a description of the valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying September 30, 2013 and December 31, 2012 balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

			At September 30, 2013
	Fair		Fair Value Measurements Using
	Value		Level 1		Level 2		Level 3
Impaired loans	$	3,584		-		-	$	3,584
Other real estate owned		6,423		-		-		6,423

			At December 31, 2012
	Fair		Fair Value Measurements Using
	Value		Level 1		Level 2		Level 3
Impaired loans	$	5,972		-		-	$	5,972
Other real estate owned		8,858		-		-		8,858

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The following table presents quantitative information about unobservable inputs in recurring and nonrecurring Level 3 fair value measurements:

	As of September 30, 2013
	Fair		Valuation	Unobservable
	Value		Technique	Inputs	Range
Impaired loans	$	3,584	Market comparable properties	Marketability discount	5% - 30%
Other real estate owned	$	6,423	Fair value appraisals

	As of December 31, 2012
	Fair		Valuation	Unobservable
	Value		Technique	Inputs	Range
Impaired loans	$	5,972	Market comparable properties	Marketability discount	5% - 30.7%
Other real estate owned	$	8,858	Fair value appraisals

Impaired Loans (Collateral Dependent)

Loans for which it is probable that the Bank will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans, based on current appraisals. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect fair value. The Company’s practice is to obtain new or updated appraisals on the loans subject to initial impairment review and then to generally update on an annual basis thereafter. The Company discounts the appraisal amount as necessary for selling costs and past due real estate taxes. If a new or updated appraisal is not available at the time of a loan’s impairment review, the Company typically applies a discount to the value of an old appraisal to reflect the property’s current estimated value if there is believed to be deterioration in either (i) the physical or economic aspects of the subject property or (ii) any market conditions. These discounts are developed by the Company’s Chief Credit Officer. The results of the impairment review results in an increase in the allowance for loan loss or in a partial charge-off of the loan, if warranted. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method based on current appraisals.

Other Real Estate Owned

Other real estate owned (“OREO”) is carried at the lower of fair value at acquisition date or current estimated fair value, less estimated cost to sell when the real estate is acquired. Estimated fair value of OREO is based on appraisals or evaluations. OREO is classified within Level 3 of the fair value hierarchy. Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed by the Company’s Chief Credit Officer. Appraisals are reviewed for accuracy and consistency by the Chief Credit Officer. Appraisers are selected from the list of approved appraisers maintained by management.

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The following table presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2013:

			At September 30, 2013
	Carrying		Fair Value Measurements Using
	Amount		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	34,159	$	34,159	$	-	$	-
Interest-bearing time deposits		1,443		1,443		-		-
Securities available for sale		87,446		24		87,422		-
Loans held for sale		480		-		480		-
Loans receivable, net		196,458		-		-		196,230
Federal Home Loan Bank stock		926		-		926		-
Interest receivable		1,004		-		1,004		-
Financial liabilities
Deposits		319,119		-		323,066		-
Federal Home Loan Bank advances		4,500		-		4,588		-
Subordinated debentures		3,609		-		-		1,250
Interest payable		145		-		145		-

The following table presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2012:

			At December 31, 2012
	Carrying		Fair Value Measurements Using
	Amount		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	71,021	$	71,021	$	-		-
Interest-bearing time deposits		1,941		1,941		-		-
Securities available for sale		47,588		37		47,551		-
Loans held for sale		7,230		-		7,230		-
Loans receivable, net		194,391		-		-		196,156
Federal Home Loan Bank stock		926		-		926		-
Interest receivable		926		-		926		-
Financial liabilities
Deposits		317,204		-		318,558		-
Federal Home Loan Bank advances		9,000		-		9,189		-
Subordinated debentures		3,609		-		-		1,230
Interest payable		145		-		145		-

The methods and assumptions used to estimate fair value are described as follows:

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Carrying amount is the estimated fair value for cash and cash equivalents, interest-bearing time deposits, loans held for sale, Federal Home Loan Bank stock, interest receivable and payable, deposits due on demand, variable rate loans and other borrowings. Security fair values are based on market prices or dealer quotes and, if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans and time deposits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair values for impaired loans are estimated using a discounted cash flow analysis or underlying collateral values. The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW and money market accounts, is equal to the carrying amount. There is however, additional value to the deposits of the Company, a significant portion of which has not been recognized in the consolidated financial statements. This value results from the cost savings of these core-funding sources versus obtaining higher-rate funding in the market. The fair values of fixed rate Federal Home Loan Bank advances, other borrowings and subordinated debentures are based on current rates for similar financing. The fair value of off-balance-sheet items, which is based on the current fees or cost that would be charged to enter into or terminate such arrangements, is immaterial.

While the above estimates are based on management's judgment of the most appropriate factors, there is no assurance that were the Company to have disposed of these items on the respective dates, the fair values would have been achieved, because the market value may differ depending on the circumstances. The estimated fair values at year end should not necessarily be considered to apply at subsequent dates.

Other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the above disclosures. Also, nonfinancial instruments typically not recognized on the balance sheets may have value but are not included in the above disclosures. These include, among other items, the estimated earnings power of core deposits, the trained workforce, customer goodwill, and similar items.

NOTE 7 – TARP CAPITAL PURCHASE PROGRAM

On May 15, 2009, the Company entered into a Letter Agreement and related Securities Purchase Agreement with the Treasury in accordance with the terms of the Treasury’s TARP Capital Purchase Program. Pursuant to the Letter Agreement and Securities Purchase Agreement, the Company issued 6,970 shares of Series A Preferred Stock, and a warrant for the purchase of 349 shares of Series B Preferred Stock (the “Warrant”) to the Department of Treasury for an aggregate purchase price of $6,970,000 in cash. As part of the transaction, the Department of Treasury exercised the Warrant and received 349 shares of Series B preferred stock.

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Update No. 2013-04 – Liabilities (Topic 405). On February 28, 2013, FASB issued ASU 2013-04. The amendments in this Update provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors.

The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF12D – Liabilities (Topic 405) which has been deleted.

The amendments in this Update are effective for fiscal years beginning after December 31, 2013. Early adoption is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

Accounting Standards Update No. 2013-07 – Presentation of Financial Statements (Topic 205). On April 22, 2013, FASB issued ASU 2013-07. The objective of this Update is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2012-210 – Presentation of Financial Statements (Topic 205), which has been deleted.

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The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or result of operations.

Accounting Standards Update No. 2013-11 - Income Taxes (Topic 740) – In July 2013, FASB issued ASU 2013-11. This update pertains to the unrecognized tax benefit when a net operating loss carry forward, a similar tax loss or a tax credit carry forward exists. The ASU is intended to end the varying ways that entities present these situations since GAAP is non-specific and leads to diversity in practice. The new standard deems that any unrecognized tax benefit or portion of an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward except for certain defined situations.

The amendments in this Update are effective for fiscal years beginning after December 15, 2013. Early adoption is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations. 

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

The following discussion and analysis is intended as a review of significant factors affecting the financial condition and results of operations of the Company for the periods indicated. The discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes included in this Form 10-Q. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed elsewhere in this report.

Safe Harbor Statement

This report (including information incorporated herein by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, the following:

· The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, an escalation in problem assets and foreclosures, a deterioration in the credit quality and value of the Company’s assets, especially real estate, which, in turn would likely reduce our customers’ borrowing power and the value of assets and collateral associated with our existing loans;

· The effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters;

· The failure of assumptions underlying the establishment of our allowance for loan losses, that may prove to be materially incorrect or may not be borne out by subsequent events;

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· The success and timing of our business strategies and our ability to effectively carry out our business plan and capital restoration plan;

· An inability to meet our liquidity needs;

· The effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters;

· The effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations;

· The risks of changes in interest rates on the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities;

· Our ability to comply with the requirements of the Order and the mandatory provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 325 (subpart B), as well as the effect of further changes to our regulatory ratings or capital levels under the regulatory framework for prompt corrective action or the imposition of additional enforcement action by regulatory authorities upon the Bank or the Company as a result of our inability to comply with applicable laws, regulations, regulatory orders and agreements;

· Our ability to effectively manage market risk, credit risk and operational risk;

· The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector;

· The inability of the Company to obtain new customers and to retain existing customers;

· The timely development and acceptance of products and services including services, products and services offered through alternative delivery channels such as the Internet;

· Technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers;

· The ability of the Company to develop and maintain secure and reliable electronic systems;

· The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner;

· Business combinations and the integration of acquired businesses which may be more difficult or expensive than expected;

· The costs, effects and outcomes of existing or future litigation; and

· The ability of the Company to manage the risks associated with the foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including other factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission, including in the Section entitled “Risk Factors” in this form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the U.S. Securities and Exchange Commission on March 29, 2013.

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Overview

Community Financial Shares, Inc. (the “Company”) is the holding company for Community Bank- Wheaton/Glen Ellyn (the “Bank”). The Company is headquartered in Glen Ellyn, Illinois and operates four offices in its primary market area, which is comprised of Glen Ellyn, Illinois and Wheaton, Illinois. One location is in Glen Ellyn and three are located in Wheaton.

The Company’s principal business is conducted by the Bank and consists of offering a full range of community-based financial services, including commercial and retail banking services. The profitability of the Company’s operations depends primarily on its net interest income, provision for loan losses, other income, and other expenses. Net interest income is the difference between the income the Company receives on its loan and securities portfolios and its cost of funds, which consists of interest paid on deposits and borrowings. The provision for loan losses reflects the cost of credit risk in the Company’s loan portfolio. Other income consists of service charges on deposit accounts, gains on loan sales, securities gains (losses), and other income. Other expenses include salaries and employee benefits expenses, as well as occupancy and equipment expenses and other noninterest expenses.

Net interest income is dependent on the amounts and yields of interest-earning assets as compared to the amounts and rates of interest-bearing liabilities. Net interest income is sensitive to changes in market rates of interest and the Company’s asset/liability management procedures in coping with such changes. The provision for loan losses is dependent upon management’s assessment of the collectibility of the loan portfolio under current economic conditions.

Regulatory Matters

As previously disclosed, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order with the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”) on January 21, 2011, whereby the Bank consented to the issuance of a Consent Order (the “Order”) by the FDIC and IDFPR, without admitting or denying that grounds exist for the FDIC and IDFPR to initiate an administrative proceeding against the Bank.

The Order requires the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At September 30, 2013, our Tier 1 and total capital ratios were 6.8% and 11.4%, compared to 6.7% and 11.4% at June 30, 2013, 6.8% and 11.8% at March 31, 2013 and 7.7% and 12.6% at December 31, 2012, respectively. We are actively working to comply with the Order’s capital ratio requirements. The additional capital we have raised since June 30, 2013 in connection with the completion of the second closing of our December 2012 private placement offering and our September 2013 private placement offering, which are discussed in greater detail below, has brought the Bank closer to meeting the capital requirements set forth in the Order. However, our continued inability to meet the capital requirements of the Order may result in monetary penalties and/or additional regulatory actions and may require us to raise additional capital in the future. Our ability to raise additional capital is contingent on the current capital markets and on our financial performance.

The Order also required the Bank to take the following actions: ensure that the Bank has competent management in place in all executive officer positions; increase the participation of the Bank’s Board of Directors in the affairs of the Bank and in the approval of sound policies and objectives for the supervision of the Bank’s activities; establish a compliance program to monitor the Bank’s compliance with the Order; increase its allowance for loan losses to $4,728,000 after application of the funds necessary to effect the charge-off of certain adversely classified loans identified in the related Report of Examination of the FDIC and IDFPR (the “ROE”); implement a program for the maintenance of an adequate allowance for loan and lease losses; adopt a written profit plan and a realistic, comprehensive budget for all categories of income and expense for calendar year 2011; charge off from its books and records any loan classified as “loss” in the ROE; adopt a written plan to reduce the Bank’s risk position in each asset in excess of $500,000 which has been classified as “substandard” or “doubtful” in the ROE; cease extending additional credit to any borrower who is already obligated in any manner to the Bank on any extension of credit that has been charged off the books of the Bank or classified as “loss” in the ROE without the prior non-objection of the FDIC; not pay any dividends to the Company without prior regulatory approval; implement procedures for managing the Bank’s sensitivity to interest rate risk; provide the Company with a copy of the Order; and submit quarterly progress reports to the FDIC and IDFPR regarding the Bank’s compliance with the Order.

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We have been actively working to comply with the requirements of the Order, which will remain in effect until modified or terminated by the FDIC and IDFPR. In addition to raising capital as described above, our Board of Directors has continuously reviewed the qualifications of, and has restructured, our management team and has determined that our current management team has the authority and ability to: (i) comply with the requirements of the Order; (ii) operate the Bank in a safe and sound manner; (iii) comply with applicable laws, rules, and regulations; and (iv) restore all aspects of the Bank to a safe and sound condition, including capital adequacy, asset quality, management effectiveness, earnings, liquidity, and sensitivity to interest rate risk. The Board has also continued its participation in the affairs of the Bank, assuming full responsibility for the approval of sound policies and objectives and for the supervision of all the Bank’s activities. In connection with its continued oversight, the Board meets no less than monthly to, at a minimum, review and approve: (i) reports of income and expenses; (ii) new, overdue, renewal, insider, charged off, and recovered loans; (iii) investment activity; (iv) the adoption or modification of operating policies; (v) individual committee reports; (vi) audit reports; (vii) internal control reviews including management responses; (viii) reconciliation of general ledger accounts; and (ix) compliance with the Order. We have also submitted a recapitalization plan to FDIC in accordance with the terms of the Order.

Any material failure to comply with the provisions of the Order could result in enforcement actions by the FDIC and IDFPR. While the Company intends to take such actions as may be necessary to enable the Bank to comply with the requirements of the Order, there can be no assurance that the Bank will be able to comply fully with the provisions of the Order, or to do so within the timeframes required, that compliance with the Order will not be more time consuming or more expensive than anticipated, or that compliance with the Order will enable the Company and the Bank to resume profitable operations, or that efforts to comply with the Order will not have adverse effects on the operations and financial condition of the Company and the Bank.

In addition to the Order, on January 14, 2011, the Company was notified by the Federal Reserve Bank of Chicago (the “FRB”) that the overall condition of the Company and the Bank is less than satisfactory. As a result, the Company must now obtain prior written approval from the FRB prior to, among other things, the payment of any capital distribution, including stockholder dividends, or making any payments related to any outstanding trust preferred securities. The Company was also required, within thirty days of January 14, 2011, to downstream all remaining funds to the Bank with the exception of the Company’s non-discretionary payments required to be made over the next twelve months. Additionally, the Company is required to comply with (i) the provisions of Section 32 of the Federal Deposit Insurance Act and Section 225.71 of the Rules and Regulations of the Board of Governors of the Federal Reserve System with respect to the appointment of any new Company directors or the hiring or change in position of any Company senior executive officer and (ii) the restrictions on making “golden parachute” payments set forth in Section 18(k) of the Federal Deposit Insurance Act.

Recent Developments

Financial Condition

Like many financial institutions across the United States, our operations have been impacted by recent economic conditions. During 2008 and 2009, the economic crisis that was initially confined to residential real estate and subprime lending evolved into a global economic crisis that negatively impacted not only liquidity and credit quality but also economic indicators such as the labor market, the capital markets and real estate values. As a result of this significant downturn, we have been adversely affected by declines in the residential and commercial real estate market in our market area.

Declining home prices, slowing economic conditions and increasing levels of delinquencies and foreclosures have negatively affected the credit performance of our residential real estate and commercial real estate loans, resulting in an increase in our level of nonperforming assets and loans past due 90 days or more and still accruing interest and charge-offs of problem loans. At the same time, competition among depository institutions in our markets for deposits and quality loans has increased significantly.

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As a result of the deterioration in economic conditions and the local real estate market, the Company experienced net losses of $4.6 million, $11.0 million and $2.5 million for the fiscal years ended December 31, 2010, 2011 and 2012, respectively, and experienced a net loss of $3.0 million for the nine months ended September 30, 2013 compared to a net loss of $1.6 million for the nine months ended September 30, 2012. During this time, the book value of the Company’s common stock, on a fully converted basis, decreased from $14.26 per share at December 31, 2010 to $0.73 per share at September 30, 2013. The Company also experienced loan loss provisions totaling $8.3 million, $6.2 million and $1.6 million for the fiscal years ended December 31, 2010, 2011 and 2012, respectively, and experienced a loan loss provision of $1.4 million for the nine months ended September 30, 2013 compared to $1.1 million for the nine months ended September 30, 2012. Total nonperforming assets have decreased from $23.3 million at December 31, 2010 to $16.8 million at December 31, 2012 and have been further reduced to $8.5 million as of September 30, 2013. 

December 2012 Private Placement Offering

As previously disclosed, in an effort to satisfy the increased capital requirements set forth in the Order, Community Financial Shares entered into a securities purchase agreement (the “Securities Purchase Agreement”), dated as of November 13, 2012, with certain accredited investors and members of the Company’s Board of Directors and executive management team pursuant to which, on December 21, 2012, the Company issued an aggregate of 4,315,300 shares of common stock at $1.00 per share, 133,411 shares of Series C convertible noncumulative perpetual preferred stock (the “Series C Preferred Stock”) at $100.00 per share, 56,708 shares of Series D convertible noncumulative perpetual preferred stock (the “Series D Preferred Stock”) at $100.00 per share and 6,728 shares of Series E convertible noncumulative perpetual preferred stock (the “Series E Preferred Stock”) at $100.00 per share in a private placement offering, for gross proceeds of $24.0 million. The 133,411 shares of Series C Preferred Stock, the 56,708 shares of Series D Preferred Stock and the 6,728 shares of Series E Preferred Stock are convertible into 13,341,100, 5,670,800 and 672,800 shares of Company common stock, respectively. The effective price per share paid by investors was $1.00 per common share after taking into account the anti-dilution provisions of the Securities Purchase Agreement.

Closings. The Securities Purchase Agreement provided that the Company would conduct two closings in connection with the private placement offering. The first closing, which occurred on December 21, 2012, resulted in $24.0 million in gross proceeds, or $21.5 million in net proceeds after deducting offering expenses of $2.5 million. The Company used the net proceeds from the first closing to (i) redeem the Company’s $6.9 million of preferred stock previously issued to the U.S. Department of Treasury pursuant to the TARP Capital Purchase Program, (ii) repay the Company’s indebtedness to a third party lender, (iii) enhance the capital of the Bank, as required by the terms of the Order previously issued by FDIC and IDFPR, and (iv) support the future operational growth of the Company

In accordance with the terms of the Securities Purchase Agreement, after the first closing, the Company commenced a rights offering pursuant to which existing holders of the Company’s common stock (not the investors participating in the first closing) were able to purchase up to an aggregate of 3,000,000 shares of Company common stock at a price of $1.00 per share. For more information on the rights offering, see “—Rights Offering” below.

Under the Securities Purchase Agreement, certain investors were permitted to purchase additional shares of Series C Preferred Stock and Series D Preferred Stock and Series E Preferred Stock, as applicable, in a subsequent second closing to the extent their ownership interests in the Company were diluted by the issuance of shares in the rights offering. On July 17, 2013, the Company consummated the second closing, pursuant to which it issued to two investors an aggregate of 1,192 shares of Series C Preferred Stock at $100.00 per share and 1,385 shares of Series D Preferred Stock at $100.00 per share for gross proceeds of $257,700. The 1,192 shares of Series C Preferred Stock and the 1,385 shares of Series D Preferred Stock that were issued in connection with the second closing are convertible into 119,200 and 138,500 shares of Company common stock, respectively. The second closing resulted in $257,700 in gross proceeds, or $226,850 in net proceeds after deducting offering expenses of $30,850. The Company used the net proceeds from the second closing to enhance the capital position of the Company.

Rights Offering. As previously disclosed, and in accordance with the provisions of the Securities Purchase Agreement, on March 28, 2013, the Company sold 483,121 shares of common stock at a price of $1.00 per share in a nontransferable rights offering for gross proceeds of $483,121, or $424,800 in net proceeds after deducting offering expenses of $58,300. The Company used the net proceeds from the rights closing to enhance the capital position of the Company. Including the second closing and rights offering, gross proceeds of the private placement offering totaled $24.7 million, or $22.1 million in net proceeds after deducting aggregate offering expenses of $2.6 million.

30

Use of Proceeds. The proceeds of the December 2012 private placement were used to (i) redeem the Company’s $6.9 million of preferred stock previously issued to the U.S. Department of Treasury pursuant to the TARP Capital Purchase Program, (ii) repay the Company’s indebtedness to a third party lender, (iii) enhance the capital of the Bank, as required by the terms of the Order previously issued by FDIC and IDFPR, and (iv) support the future operational growth of the Company. On November 13, 2012, the Company entered into a securities purchase agreement with the U.S. Department of Treasury (the “TARP Securities Purchase Agreement”) pursuant to which, subject to the completion of the December 2012 private placement offering and the receipt of Federal Reserve Board approval, it agreed to repurchase the shares of preferred stock it previously issued pursuant to the TARP Capital Purchase Program for $3,293,550 plus an amount equal to 45% of the accrued and unpaid dividends on such preferred shares. The Company consummated the transactions contemplated by the TARP Securities Purchase Agreement on December 21, 2012.

September 2013 Private Placement Offering

On September 30, 2013, the Company consummated its previously announced private placement offering, pursuant to which the Company issued 2,836,900 shares of common stock to accredited investors at a purchase price of $1.00 per share. In connection with the closing of the September 2013 private placement offering, the Company also issued an additional 350,200 shares of common stock at a purchase price of $1.00 per share and 7,334 shares of Series D Preferred Stock at a purchase price of $100.00 per share to existing stockholders of the Company. The additional shares of common stock and preferred stock were issued to satisfy the exercise of non-dilution rights afforded to stockholders under the Securities Purchase Agreement. Including these anti-dilution shares, the Company raised aggregate proceeds of $3,920,500 in connection with the completion of the private placement offering, $3.4 million in net proceeds after deducting offering expenses of $472,000. The Company used the net proceeds from the September 2013 private placement offering to invest $500,000 in the Bank and to further enhance the capital position of the Company. The issuance of shares in the September 2013 private placement offering was approved by at least two-thirds of the Company’s Board of Directors as required under the Securities Purchase Agreement. After giving effect to the first and second closings of the December 2012 private placement offering, the March 2013 rights offering and the September 2013 private placement offering, the number of shares of outstanding Company common stock has increased from 1,245,267 to 10,781,988 since the execution of the Securities Purchase Agreement on November 13, 2012. 

Comparison of Financial Condition at September 30, 2013 and December 31, 2012

Total assets at September 30, 2013 were $351.4 million, which represented a decrease of $3.8 million, or 1.0%, compared to $355.2 million at December 31, 2012. The decrease in total assets was primarily due to a decrease in cash and cash equivalents and foreclosed assets. Cash and cash equivalents decreased $36.8 million, or 51.9%, to $34.2 million at September 30, 2013 from $71.0 million at December 31, 2012. Foreclosed assets decreased $2.6 million, or 28.7%, to $6.4 million at September 30, 2013 from $9.0 million at December 31, 2012. Included in foreclosed assets at September 30, 2013 are 14 one-to-four family residences, two commercial real estate properties and two parcels of land.  The decrease in cash and cash equivalents and foreclosed assets was partially offset by an increase in investment securities. Investment securities increased $39.8 million, or 83.8%, to $87.4 million at September 30, 2013 from $47.6 million at December 31, 2012 primarily as a result of the net effect of a $31.9 million increase in mortgage-backed securities, a $12.4 million increase in municipal securities and a $10.0 million decrease in U.S. agency securities. The increase in investment securities was driven by the Company’s investment of excess liquidity generated from an increase in deposits and from the deployment of the proceeds from the Company’s recent private placement offerings during the nine months ended September 30, 2013.

Total liabilities at September 30, 2013 were $329.7 million, which represented a decrease of $3.1 million, or 0.9%, compared to $332.8 million at December 31, 2012. Borrowed money, consisting solely of Federal Home Loan Bank advances, decreased $4.5 million, or 50.0%, to $4.5 million at September 30, 2013 from $9.0 million at December 31, 2012 as a result of the repayment in January. Deposits increased $1.9 million, or 0.6%, to $319.1 million at September 30, 2013 from $317.2 million at December 31, 2012. This increase in deposits primarily consisted of increases in regular savings accounts of $6.9 million, or 10.7%, to $72.0 million at September 30, 2013 from $65.1 million at December 31, 2012 and demand deposit accounts of $2.9 million, or 7.4%, to $41.7 million at September 30, 2013 from $38.8 million at December 31, 2012. The percentage of regular savings accounts to total deposits increased to 22.6% at September 30, 2013 from 20.5% at December 31, 2012 and the percentage of certificates of deposit to total deposits decreased to 28.7% at September 30, 2013 from 29.6% at December 31, 2012.

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Stockholders’ equity decreased $672,000, or 3.0%, to $21.7 million at September 30, 2013 from $22.4 million at December 31, 2012. The decrease in stockholders’ equity was primarily due to the Company’s $3.2 million net loss for the nine months ended September 30, 2013. In addition, the Company’s accumulated other comprehensive income decreased $1.5 million to a loss of $1.3 million for the nine months ended September 30, 2013 due to changes in the fair value of the Company’s available-for-sale investment portfolio. Partially offsetting these decreases was a $4.1 million increase in paid-in capital primarily due to proceeds from the Company’s March 2013 rights offering, the second closing of the Company’s December 2012 private placement offering (which occurred in July 2013) and the Company’s September 2013 private placement offering. 

Comparison of Operating Results for the Three Months Ended September 30, 2013 and 2012

General. The Company’s net loss for the three months ended September 30, 2013 totaled $451,000 compared to a net loss of $384,000 for the three months ended September 30, 2012. Due to the effect of preferred stock dividends, net loss available to common shareholders totaled $468,000 for the three months ended September 30, 2012. This represents a basic and diluted loss per share of $0.07 for the three months ended September 30, 2013 compared to a basic and diluted loss per share of $0.38 for the three months ended September 30, 2012. The increase in net loss during the three months ended September 30, 2013 is primarily the result of the combined effect of a $60,000 decrease in provision for loan losses, a $132,000 increase in net interest income, a $250,000 increase in noninterest expense and a $9,000 decrease in noninterest income.

Net interest income. The following table summarizes interest and dividend income and interest expense for the three months ended September 30, 2013 and 2012.

	Three Months Ended September 30,
	2013		2012		$ Change		% Change
	(Dollars in thousands)
Interest and dividend income:
Interest and fees on loans	$	2,697	$	2,719	$	(22)		(0.81)	%
Securities:
Taxable		276		241		35		14.52
Exempt from federal tax		77		82		(5)		(2.07)
Other interest income		25		38		(13)		(34.21)
Total interest and dividend income		3,075		3,080		(5)		(0.16)
Interest expense:
Deposits		351		426		(75)		(17.61)
Federal Home Loan Bank advances and     other borrowings		28		89		(61)		(68.54)
Subordinated debentures		18		19		(1)		(5.26)
Total interest expense		397		534		(137)		(25.66)
Net interest income	$	2,678	$	2,546	$	132		5.19

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The following table summarizes average balances and annualized average yields or costs for the three months ended September 30, 2013 and 2012.

	Three Months Ended September 30,
	2013							2012
					Average							Average
	Average				Yield/			Average				Yield/
	Balance		Interest		Cost			Balance		Interest		Cost
	(Dollars in thousands)
Interest-earning assets:
Taxable securities	$	74,910	$	276		1.46	%	$	42,838	$	241		2.23	%
Tax-exempt securities		12,365		77		2.46			7,637		82		4.28
Loan receivables (1)		197,392		2,697		5.42			199,083		2,719		5.42
Interest-bearing deposits		31,347		24		0.31			47,180		36		0.30
FHLB stock		926		1		0.30			2,247		2		0.37
Total interest-earning assets		316,940		3,075		3.88			298,985		3,080		4.09
Interest-bearing liabilities:
NOW accounts		72,301		33		0.18			72,656		55		0.30
Regular savings		72,018		46		0.26			61,671		52		0.33
Money market accounts		44,739		35		0.31			44,569		54		0.48
Certificates of deposit		92,861		237		1.01			94,826		265		1.11
FHLB advances and other		5,271		28		2.09			14,300		89		2.46
Subordinated debentures		3,609		18		1.92			3,609		19		2.11
Total interest-bearing liabilities	$	290,799		397		0.54		$	291,631		534		0.73
Net interest income			$	2,678						$	2,546
Net interest spread						3.31	%						3.36	%
Net interest income to average    interest-earning assets						3.35	%						3.38	%

(1)The average balance of loans receivable includes non-performing loans, interest on which is recognized on a cash basis.

Interest Income. Interest income decreased $5,000 to $3.1 million for the three months ended September 30, 2013. The average yield on interest-earning assets decreased 24 basis points to 3.85% for the three months ended September 30, 2013 from 4.09% for the comparable prior year period. In addition, interest-earning assets increased $17.9 million to $316.9 million for the three months ended September 30, 2013 from $299.0 million for the comparable prior year period.

Interest and fees on loans decreased $22,000, or 0.8%, to $2.7 million for the three months ended September 30, 2013, compared to $2.7 million for the comparable prior year period. This decrease resulted from a decrease in the average balance of loans of $1.7 million to $197.4 million for the three months ended September 30, 2013 from $199.1 million for the comparable prior year period. The average loan yield of 5.42% for the three months ended September 30, 2013 remained unchanged from the three months ended September 30, 2012. Interest on taxable securities increased $35,000 for the three months ended September 30, 2013 compared to the comparable prior year period. This increase is primarily due to an increase in the average balance of taxable securities of $32.1 million to $74.9 million for the three months ended September 30, 2013 from $42.8 million for the comparable prior year period. Partially offsetting this increase was a decrease in the average yield on taxable securities of 77 basis points to 1.46% for the three months ended September 30, 2013 from 2.23% for the comparable prior year period.

Interest Expense. Interest expense decreased by $137,000, or 25.7%, to $397,000 for the three months ended September 30, 2013, from $534,000 for the three months ended September 30, 2012. This decrease resulted from a decrease in the average rate paid on interest bearing liabilities of 19 basis points to 0.54% for the three months ended September 30, 2013 from 0.73% for the comparable prior year period, which is primarily due to a decrease in overall market rates. In addition, the average balance of interest bearing liabilities decreased $832,000 to $290.8 million for the three months ended September 30, 2013 from $291.6 million for the comparable prior year period. Interest expense resulting from Federal Home Loan Bank advances, subordinated debentures and other borrowings decreased $62,000 during the three months ended September 30, 2013. The average balance on these borrowings decreased $9.0 million to $8.9 million for the three months ended September 30, 2013 from $17.9 million for the comparable prior year period. In addition, there was a decrease in the average cost of these borrowings of 37 basis points to 2.02% for the three months ended September 30, 2013 from 2.39% for the comparable period in 2012.

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Net Interest Income before Provision for Loan Losses. Net interest income before provision for loan losses increased $132,000, or 5.2%, to $2.7 million for the three months ended September 30, 2013 compared to $2.5 million for the comparable period in 2012. The Company’s net interest margin expressed as a percentage of average interest-earning assets decreased to 3.35% for the three months ended September 30, 2013 as compared to 3.38% for the three months ended September 30, 2012. The average yield on interest-earning assets decreased 24 basis points to 3.85% for the three months ended September 30, 2013 from 4.09% for the comparable period ended September 30, 2012. The average balance of interest earning assets increased $17.9 million to $316.9 million for the three months ended September 30, 2013 from $299.0 million for the three months ended September 30, 2012. The yield on taxable securities decreased 77 basis points to 1.46% for the three months ended September 30, 2013 from 2.23% for the comparable prior year period. The yield on average loans remained unchanged at 5.42% for the three months ended September 30, 2013 from the comparable prior year period. In addition, there was a 19 basis point decrease in the cost of average interest-bearing liabilities to 0.54% for the three months ended September 30, 2013 as compared to 0.73% for the comparable 2012 period.

Provision for Loan Losses. The Bank’s provision for loan losses decreased to $120,000 for the three months ended September 30, 2013 from $180,000 for the comparable period in 2012. The $60,000 decrease in the provision was the result of management’s quarterly analysis of the allowance for loan losses. At September 30, 2013, December 31, 2012 and September 30, 2012, nonperforming loans totaled $1.9 million, $7.4 million and $8.8 million, respectively. At September 30, 2013, the ratio of the allowance for loan losses to nonperforming loans was 126.9% compared to 39.0% at December 31, 2012 and 60.1% at September 30, 2012. The ratio of the allowance to total loans was 1.28%, 1.54% and 2.67%, at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. The decrease from September 30, 2012 to September 30, 2013 is primarily due to reserves established in prior periods on loans which were charged off in 2012.

Nonperforming loans decreased $5.5 million, or 74.5%, to $1.9 million at September 30, 2013 from $7.4 million at December 31, 2012. The largest component of nonperforming loans is commercial real estate loans, which decreased $1.8 million, or 56.8%, to $1.4 million, or 71.8% of total nonperforming loans, at September 30, 2013, from $3.1 million, or 42.3% of total nonperforming loans at December 31, 2012. Nonperforming home equity lines of credit decreased $1.2 million, or 70.6%, to $505,000 at September 30, 2013 from $1.7 million at December 31, 2012. Nonperforming residential mortgage loans decreased $2.6 million to zero at September 30, 2013 from December 31, 2012. Charge-offs, net of recoveries, totaled $10,000 for the three months ended September 30, 2013 compared to $39,000 for the three months ended September 30, 2012. Nonperforming loans are loans that are ninety days past due and placed on nonaccrual status. Management continues to take aggressive actions in identifying and disposing of problem credits.

The amounts of the provision and allowance for loan losses are influenced by a number of factors, including current economic conditions, actual loss experience, industry trends and other factors, including real estate values in the Company’s market area and management’s assessment of current collection risks within the loan portfolio. Should the local economic climate continue to deteriorate, borrowers may experience increased difficulties paying off loans and the level of non-performing loans, charge-offs, and delinquencies could continue to rise, which would require us to further increase the provision. The allowance for loan losses represents management’s estimate of probable incurred losses based on information available as of the date of the financial statements. The allowance for loan losses is based on management’s evaluation of the collectibility of the loan portfolio, including past loan loss experience, known and inherent risks in the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, and economic conditions. Management believes that, based on information available at September 30, 2013, the Bank’s allowance for loan losses was adequate to cover probable incurred losses inherent in its loan portfolio at that time. However, no assurances can be given that the Bank’s level of allowance for loan losses will be sufficient to cover loan losses incurred by the Bank or that future adjustments to the allowance will not be necessary if economic or other conditions differ substantially from the economic and other conditions used by management to determine the current level of the allowance. In addition, the FDIC and IDFPR, as an integral part of their examination processes, periodically reviews the Bank’s allowance for loan losses and may require the Bank to make additional provisions for estimated loan losses based upon judgments different from those of management.

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Noninterest Income

	Three Months Ended September 30,
	2013		2012		$  Change		%  Change
	(Dollars in thousands)
Non-interest income:
Service charges on deposit accounts	$	89	$	98	$	(9)	(9.18)	%
Gain on sale of loans		222		229		(7)	(3.06)
Gain/(loss) on sale of foreclosed assets		7		(25)		32	128.00
Other non-interest income		231		256		(25)	(9.77)
Total non-interest income	$	549	$	558	$	(9)	(1.61)

Noninterest income totaled $549,000 and $558,000 for the three months ended September 30, 2013 and 2012, respectively. Gain on sale of loans decreased $7,000 to $222,000 for the three months ended September 30, 2013 from $229,000 for the comparable prior year period. Gain/loss on sale of foreclosed assets increased $32,000 to a gain of $7,000 for the three months ended September 30, 2013 as compared to the prior year period.

Noninterest Expense

	Three Months Ended September 30,
	2013		2012		$ Change		% Change
	(Dollars in thousands)
Non-interest expenses:
Salaries and employee benefits	$	1,468	$	1,548	$	(80)	(5.17)	%
Net occupancy and equipment expense		299		313		(14)	(4.47)
Data processing expense		341		317		24	7.57
Advertising and promotions		47		81		(34)	(41.98)
Professional fees		343		254		89	35.04
FDIC insurance premiums		205		319		(114)	(35.74)
Write-down on other real estate owned		386		-		386	-
Other real estate owned expenses		187		141		46	32.62
Other operating expenses		282		335		(53)	(15.82)
Total non-interest expenses	$	3,558	$	3,308	$	250	7.56

Noninterest expense increased by $250,000 to $3.6 million for the three months ended September 30, 2013 from $3.3 million for the comparable prior year period. Salaries and employee benefits expenses decreased by $80,000, or 5.2%, to $1.5 million for the three months ended September 30, 2013. This decrease is primarily due to the effect of the Bank’s reduced hours which began in August 2013. FDIC insurance premiums decreased by $114,000, or 35.7%, to $205,000 for the three months ended September 30, 2013 compared to $319,000 for the prior year period. Other real estate owned expenses increased to $187,000 for the three months ended September 30, 2013 compared to $141,000 for the comparable prior year period. In addition, write-downs on foreclosed assets increased to $386,000 for the three months ended September 30, 2013 from zero for the comparable prior year period. Advertising expenses decreased $34,000 to $47,000 for the three months ended September 30, 2013 compared to the prior year period. Offsetting this decrease was an increase of $89,000 in professional fees which includes attorney’s fees. Management continues to emphasize the importance of expense management and control in order to continue to provide expanded banking services to a growing market base.

Income Tax Expense. The Company recorded income tax expense of zero for the three months ended September 30, 2013, despite a $451,000 pre-tax loss during the period due to the establishment of a valuation allowance against the Company’s deferred tax assets. The valuation allowance for deferred tax assets was increased $202,000 for the three months ended September 30, 2013. As of September 30, 2013 the Company’s deferred tax assets are fully reserved. Under generally accepted accounting principles, income tax benefits and the related tax assets may only be allowed to be recognized if they will more likely than not be fully utilized. In each future accounting period, the Company’s management will consider both positive and negative evidence when considering the ability of the Company to utilize its net deferred tax asset. Any subsequent reduction in the valuation allowance would lower the amount of income tax expense recognized in the Company’s consolidated statements of operations in future periods. However, if operating losses continue into the future, there can be no guarantee that additional valuation allowances will be necessary. Income tax benefit totaled $30,000 for the three months ended September 30, 2012.

35

Comparison of Operating Results for the Nine Months Ended September 30, 2013 and 2012

General. The Company’s net loss for the nine months ended September 30, 2013 totaled $3.2 million compared to a net loss of $1.6 million for the nine months ended September 30, 2012. Due to the effect of preferred stock dividends, net loss available to common shareholders totaled $1.9 million for the nine months ended September 30, 2012. This represents a basic and diluted loss per share of $0.53 for the nine months ended September 30, 2013 compared to a basic and diluted loss per share of $1.54 for the nine months ended September 30, 2012. The increase in net loss during the nine months ended September 30, 2013 is primarily the result of the combined effect of a $283,000 increase in provision for loan losses, a $1.1 million increase in noninterest expense, a $130,000 decrease in noninterest income and an $81,000 increase in net interest income.

Net interest income. The following table summarizes interest and dividend income and interest expense for the nine months ended September 30, 2013 and 2012.

	Nine Months Ended September 30,
	2013		2012		$ Change		% Change
	(Dollars in thousands)
Interest and dividend income:
Interest and fees on loans Securities:	$	7,972	$	8,289	$	(317)	(3.82)	%
Taxable		790		710		80	11.27
Exempt from federal tax		191		283		(92)	(32.51)
Other interest income		104		117		(13)	(11.11)
Total interest and dividend income		9,057		9,399		(342)	(3.64)
Interest expense:
Deposits		1,120		1,343		(223)	(16.61)
Federal Home Loan Bank advances and
other borrowings		92		286		(194)	(67.83)
Subordinated debentures		52		58		(6)	(10.35)
Total interest expense		1,264		1,687		(423)	(25.07)
Net interest income	$	7,793	$	7,712	$	81	1.05

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The following table summarizes average balances and annualized average yields or costs for the nine months ended September 30, 2013 and 2012.

	Nine Months Ended September 30,
	2013						2012
					Average						Average
	Average				Yield/		Average				Yield/
	Balance		Interest		Cost		Balance			Interest	Cost
	(Dollars in thousands)
Interest-earning assets:
Taxable securities	$	66,585	$	790	1.59	%	$	39,268	$	710	2.41	%
Tax-exempt securities		8,414		191	2.88			8,442		283	4.47
Loan receivables (1)		198,699		7,972	5.36			201,119		8,289	5.49
Interest-bearing deposits		43,930		102	0.31			47,646		111	0.31
FHLB stock		926		2	0.35			3,117		6	0.26
Total interest-earning assets		318,554		9,057	3.80			299,592		9,399	4.18
Interest-bearing liabilities:
NOW accounts		74,128		118	0.21			74,638		187	0.33
Regular savings		69,350		151	0.29			59,702		163	0.36
Money market accounts		44,729		124	0.37			43,901		195	0.59
Certificates of deposit		94,051		727	1.03			94,102		798	1.13
FHLB advances and other		5,921		92	2.08			14,300		286	2.67
Subordinated debentures		3,609		52	1.93			3,609		58	2.14
Total interest-bearing liabilities	$	291,788		1,264	0.58		$	290,252		1,687	0.77
Net interest income			$	7,793					$	7,712
Net interest spread					3.22	%					3.41	%
Net interest income to average     interest-earning assets					3.27	%					3.43	%

(1)The average balance of loans receivable includes non-performing loans, interest on which is recognized on a cash basis.

Interest Income. Interest income decreased $342,000 to $9.1 million for the nine months ended September 30, 2013 from $9.4 million for the nine months ended September 30, 2012. The average yield on interest-earning assets decreased 38 basis points to 3.80% for the nine months ended September 30, 2013 from 4.18% for the comparable prior year period. In addition, interest-earning assets increased $19.0 million to $318.6 million for the nine months ended September 30, 2013 from $299.6 million for the comparable prior year period.

Interest and fees on loans decreased $317,000, or 3.8%, to $8.0 million for the nine months ended September 30, 2013, compared to $8.3 million for the comparable prior year period. This decrease resulted from a decrease in the average balance of loans of $2.4 million to $198.7 million for the nine months ended September 30, 2013 from $201.1 million for the comparable prior year period. In addition, the average loan yield decreased 13 basis points to 5.36% for the nine months ended September 30, 2013 from 5.49% for the comparable prior year period. Interest on taxable securities increased $80,000 for the nine months ended September 30, 2013 compared to the comparable prior year period. This increase is primarily due to an increase in the average balance of taxable securities of $27.3 million to $66.6 million for the nine months ended September 30, 2013 from $39.3 million for the comparable prior year period. Partially offsetting this increase was a decrease in the average yield on taxable securities of 82 basis points to 1.59% for the nine months ended September 30, 2013 from 2.41% for the comparable prior year period.

Interest Expense. Interest expense decreased by $423,000, or 25.1%, to $1.3 million for the nine months ended September 30, 2013, from $1.7 million for the nine months ended September 30, 2012. This decrease resulted from a decrease in the average rate paid on interest bearing liabilities of 19 basis points to 0.58% for the nine months ended September 30, 2013 from 0.77% for the comparable prior year period, which is primarily due to a decrease in overall market rates. The average balance of interest bearing liabilities increased $1.5 million to $291.8 million for the nine months ended September 30, 2013 from $290.3 million for the comparable prior year period. Interest expense resulting from Federal Home Loan Bank advances, subordinated debentures and other borrowings decreased $200,000 during the nine months ended September 30, 2013. The average balance on these borrowings decreased $8.4 million to $9.5 million for the nine months ended September 30, 2013 from $17.9 million for the comparable prior year period. In addition, there was a decrease in the average cost of these borrowings of 54 basis points to 2.02% for the nine months ended September 30, 2013 from 2.56% for the comparable period in 2012.

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Net Interest Income before Provision for Loan Losses. Net interest income before provision for loan losses increased $81,000, or 1.1%, to $7.8 million for the nine months ended September 30, 2013 compared to $7.7 million for the comparable period in 2012. The Company’s net interest margin expressed as a percentage of average interest-earning assets decreased to 3.27% for the nine months ended September 30, 2013 as compared to 3.43% for the nine months ended September 30, 2012. The average yield on interest-earning assets decreased 38 basis points to 3.80% for the nine months ended September 30, 2013 from 4.18% for the comparable period ended September 30, 2012. The yield on taxable securities decreased 82 basis points to 1.59% for the nine months ended September 30, 2013 from 2.41% for the comparable prior year period. The yield on average loans decreased to 5.36% for the nine months ended September 30, 2013 from 5.49% for the nine months ended September 30, 2012. In addition, there was a 19 basis point decrease in the cost of average interest-bearing liabilities to 0.58% for the nine months ended September 30, 2013 as compared to 0.77% for the comparable 2012 period.

Provision for Loan Losses. The Bank’s provision for loan losses increased to $1.4 million for the nine months ended September 30, 2013 from $1.1 million for the comparable period in 2012. The $283,000 increase in the provision was the result of management’s quarterly analysis of the allowance for loan losses. At September 30, 2013, December 31, 2012 and September 30, 2012, nonperforming loans totaled $1.9 million, $7.4 million and $8.8 million, respectively. At September 30, 2013, the ratio of the allowance for loan losses to nonperforming loans was 126.9% compared to 39.0% at December 31, 2012 and 60.1% at September 30, 2012. The ratio of the allowance to total loans was 1.28%, 1.54% and 2.67%, at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. The decrease from September 30, 2012 to September 30, 2013 is primarily due to reserves established in prior periods on loans which were charged off in 2012.

Charge-offs, net of recoveries, totaled $1.9 million for the nine months ended September 30, 2013 compared to $4.7 million for the nine months ended September 30, 2012. Nonperforming loans are loans that are ninety days past due and placed on nonaccrual status. Management continues to take aggressive actions in identifying and disposing of problem credits.

Noninterest Income

	Nine Months Ended September 30,
	2013		2012		$ Change		% Change
	(Dollars in thousands)
Non-interest income:
Service charges on deposit accounts	$	260	$	289	$	(29)	(10.04)	%
Gain on sale of loans		993		609		384	63.05
Gain on sale of securities		55		141		(86)	(60.99)
Loss on sale of foreclosed assets		(331)		(20)		(311)	(1,555.00)
Other non-interest income		713		800		(87)	(10.88)
Total non-interest income	$	1,690	$	1,819	$	(129)	(7.09)

Noninterest income totaled $1.7 million and $1.8 million for the nine months ended September 30, 2013 and 2012, respectively. Gain on sale of loans increased $384,000 to $993,000 for the nine months ended September 30, 2013 from $609,000 for the comparable prior year period. Loss on sale of foreclosed assets increased to $331,000 for the nine months ended September 30, 2013 as compared to $20,000 for the prior year period. Gain on sale of securities decreased $86,000 to $55,000 for the nine months ended September 30, 2013 from $141,000 for the nine months ended September 30, 2012.

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Noninterest Expense

	Nine Months Ended September 30,
	2013		2012		$  Change		% Change
	(Dollars in thousands)
Non-interest expenses:
Salaries and employee benefits	$	4,584	$	4,361	$	223		5.11	%
Net occupancy and equipment expense		954		962		(8)		(0.83)
Data processing expense		1,009		930		79		8.50
Advertising and promotions		137		218		(81)		(37.16)
Professional fees		1,058		778		280		35.99
FDIC insurance premiums		617		912		(295)		(32.35)
Write-down on other real estate owned		1,251		424		827		195.05
Other real estate owned expenses		507		412		95		23.06
Other operating expenses		1,039		1,033		6		0.58
Total non-interest expenses	$	11,156	$	10,030	$	1,126		11.23

Noninterest expense increased by $1.1 million to $11.0 million for the nine months ended September 30, 2013 from $10.0 million for the comparable prior year period. Salaries and employee benefits expenses increased by $223,000, or 5.1%, to $4.6 million for the nine months ended September 30, 2013 from $4.4 million for the prior year period. This increase is primarily due to planned personnel growth in the Bank’s expanding mortgage department. FDIC insurance premiums decreased by $295,000, or 32.4%, to $617,000 for the nine months ended September 30, 2013 compared to $912,000 for the prior year period. Write-down on other real estate owned increased $827,000 to $1.3 million for the nine months ended September 30, 2013 from $424,000 for the prior year period. In addition, other real estate owned expenses increased to $507,000 for the nine months ended September 30, 2013 compared to $412,000 for the prior year period. Advertising expenses decreased $81,000 to $137,000 for the nine months ended September 30, 2013 compared to the prior year period. Offsetting this decrease was an increase of $79,000 in data processing. Management continues to emphasize the importance of expense management and control in order to continue to provide expanded banking services to a growing market base.

Income Tax Expense. The Company recorded income tax expense of $146,000  for the nine months ended September 30, 2013, despite a $3.1 million pre-tax loss during that period due to the establishment of a valuation allowance against the Company’s deferred tax assets. The valuation allowance for deferred tax assets was increased $1.4 million for the nine months ended September 30, 2013. As of September 30, 2013 the Company’s deferred tax assets are fully reserved. Under generally accepted accounting principles, income tax benefits and the related tax assets may only be recognized if they will more likely than not be fully utilized. In each future accounting period, the Company’s management will consider both positive and negative evidence when considering the ability of the Company to utilize its net deferred tax asset. Any subsequent reduction in the valuation allowance would lower the amount of income tax expense recognized in the Company’s consolidated statements of operations in future periods. However, if operating losses continue into the future, there can be no guarantee that additional valuation allowances will be necessary. Income tax benefit totaled $56,000 for the nine months ended September 30, 2012.

Critical Accounting Policies

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The Company’s significant accounting policies are described in detail in the notes to the consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2012, which was filed with the U.S. Securities and Exchange Commission on March 29, 2013. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult, subjective, or complex.

Allowance for Credit Losses. The allowance for credit losses provides coverage for probable losses inherent in the Company’s loan portfolio. Management evaluates the adequacy of the allowance for credit losses each quarter based on changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management’s estimates of specific and expected losses, including volatility of default probabilities, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge-offs.

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The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and an analysis of the migration of commercial loans and actual loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy experiences, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for credit losses relating to impaired loans is based on the loan’s observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan’s effective interest rate.

Regardless of the extent of the Company’s analysis of customer performance, portfolio trends or risk management processes, certain inherent but undetected losses are probable within the loan portfolio. This is due to several factors including inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions, the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogenous groups of loans are among other factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company’s evaluation of imprecision risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, FHLB advances, and proceeds from principal and interest payments on loans and securities. While maturities, and scheduled amortization of loans and securities, and calls of securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition. The Company generally manages the pricing of its deposits to be competitive and to increase core deposit relationships.

Liquidity management is both a daily and long-term responsibility of management. The Company adjusts its investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning overnight deposits and short- and intermediate-term U.S. government and agency obligations.

The Company's most liquid assets are cash and short-term investments. The levels of these assets are dependent on the Company's operating, financing, lending, and investing activities during any given year. The Company has other sources of liquidity if a need for additional funds arises, including securities maturing within one year and the repayment of loans. The Company may also utilize the sale of securities available for sale, federal funds lines of credit from correspondent banks, and borrowings from the Federal Home Loan Bank of Chicago.

The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company is responsible for paying any dividends declared to its shareholders. The Company’s primary source of funds is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the Company is generally restricted under applicable law to net profits in the current year plus those for the previous two years. At September 30, 2013, the Company had liquid assets of $3.8 million.

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Contractual Obligations

The following table discloses contractual obligations of the Company as of September 30, 2013:

	Payments Due By Year
(Dollars in Thousands)	2013		2014		2015		2016		2017		2018 and after		Total
Federal Home Loan Bank     advances	$	-	$	2,500	$	2,000	$	-	$	-	$	-	$	4,500
Subordinated debentures		-		-		-		-				3,609		3,609
Data Processing (1), (2)		165		660		660		660		660		1,980		4,785
Total	$	165	$	3,160	$	2,660	$	660	$	660	$	5,589	$	12,894

(1)	Estimated contract amount based on transaction volume. Actual expense was $737,000 and $751,000 in 2012 and 2011, respectively.
(2)	The current contract expires September 30, 2013. A new contract was signed and is effective until October 14, 2020.

Off-balance-sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, letters of credit and lines of credit. For information about our loan commitments and unused lines of credit, see Note 15 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 29, 2013. We currently have no plans to engage in hedging activities in the future. For the year ended December 31, 2012 and for the nine months ended September 30, 2013, we engaged in no off-balance-sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on the operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

For a discussion of the potential impact of interest rate changes upon the market value of the Company’s portfolio equity, see Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Management, as part of its regular practices, performs periodic reviews of the impact of interest rate changes upon net interest income and the market value of the Company’s portfolio equity. Based on, among other factors, such reviews, management believes that there have been no material changes in the market risk of the Company’s asset and liability position since December 31, 2012.

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ITEM 4: CONTROLS AND PROCEDURES

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the nine months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company or its subsidiaries are a party other than ordinary routine litigation incidental to their respective businesses.

ITEM 1A. RISK FACTORS

Except as set forth below, there are no material changes to the risk factors disclosed in the Company’s Form 10-K for the year ended December 31, 2012.

A significant percentage of the Company’s voting securities were sold to investors in the Company’s December 2012 private placement offering and September 2013 private placement offering, and these investors may therefore have the ability to significantly impact certain corporate actions that other stockholders of the Company may not agree with.

A significant percentage of the Company’s voting securities were sold to investors in the Company’s December 2012 private placement offering and September 2013 private placement offering. Our six largest investors each beneficially own more than 5.0% of the Company’s outstanding voting securities and collectively beneficially own approximately 41.1% of the Company’s outstanding voting securities as a result of their participation in the Company’s December 2012 and/or September 2013 private placement offerings. Because the collective voting interests acquired by these investors represent a substantial percentage of the Company’s outstanding voting securities, these investors have the ability to significantly impact the outcome of proposals presented for a vote of the Company’s stockholders, such as the election of directors, particularly in the event that they vote their shares in a similar manner.

Three of the investors that participated in our December 2012 private placement offering were each entitled to appoint a member of our Board of Directors. Additionally, in connection with the December 2012 private placement offering, the Company agreed to appoint Donald H. Wilson, who was also an investor in the offering, to serve as Chairman of the Board of Directors following the December 2012 private placement offering. These appointees represent four of the Company’s nine directors and may therefore be able to exert significant influence over the Board of Directors.

On December 21, 2012, the Company consummated a $24.0 private placement offering pursuant to the terms of a Securities Purchase Agreement, dated as of November 13, 2012, by and between the Company and more than 60 accredited investors. In accordance with the terms of the Securities Purchase Agreement, three of the investors that participated in our December 2012 private placement offering were entitled to each appoint a member of our Board of Directors. Furthermore, pursuant to the terms of the Securities Purchase Agreement, each of these three investors will have the right to be represented on the Company’s Board of Directors by one director of its choice for as long as it maintains at least a 2.5% ownership interest in the Company. In addition, under the Securities Purchase Agreement, the Company agreed to appoint Donald H. Wilson, who was also an investor in the offering, to serve as Chairman of the Board of Directors following the December 2012 private placement offering. However, unlike the other three investors that have appointed Board representatives, Mr. Wilson does not have the right to continue to serve on the Board for so long as he maintains a minimum ownership interest in the Company. The individuals appointed to serve on the Board of Directors pursuant to the terms of the Securities Purchase Agreement currently comprise four of the nine members of our Board of Directors. Although these four individuals constitute less than a majority of the Company’s Board of Directors, the representation of these investors on the Board of Directors may increase their ability to influence the Board to take certain corporate actions that other stockholders of the Company may not agree with.

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Our ability to pay dividends on shares of our common stock is limited by current regulatory restrictions, the terms of our outstanding shares of preferred stock and our desire to continue to preserve capital.

Historically, it has been a policy of the Company to pay only small to moderate dividends so as to retain earnings to support growth. However, on October 15, 2008 the Board of Directors voted to suspend the payment of cash dividends on the Company’s common stock in an effort to conserve capital. On January 14, 2011, the Company was notified by the Federal Reserve Bank of Chicago that the overall condition of the Company and the Bank is less than satisfactory. As a result, the Company must now obtain prior written approval from the Federal Reserve Bank of Chicago prior to paying any dividends on its outstanding common stock. In addition, the holders of our outstanding shares of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred stock are entitled to participate in all common stock dividends on an as converted basis, and we may not pay dividends on our common stock unless an identical dividend is payable at the same time on the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. Currently, we have 119,091, 65,427 and 6,728 outstanding shares of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred stock, each of which is convertible into 100 shares of common stock. As a result of the regulatory restrictions imposed by the Federal Reserve Bank of Chicago, the significant number of shares of our outstanding Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock and our desire to continue to preserve capital, we may be unable to resume the payment of dividends on our shares of outstanding common stock.

The market price of our common stock may decline due to the large number of shares that have been registered for resale by certain investors that participated in our December 2012 and September 2013 private placement offerings.

In connection with the private placement offerings that we completed in December 2012 and September 2013, we have registered with the Securities and Exchange Commission an aggregate of 21,306,800 shares of common stock that have been issued to investors, or are issuable to investors upon the conversion of shares of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred stock purchased in the private placement offerings. Prior to the consummation of the December 2012 private placement offering, we had a total of 1,245,267 shares of common stock registered with the Securities and Exchange Commission. Although our common stock trades on the OTCQB, it is not traded as regularly as the common stock of larger bank holding companies listed on other stock exchanges, such as the New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange. Accordingly, the value of your common stock may be subject to decreases due to additional volatility of the price of our common stock caused by an investor or multiple investors seeking to sell a significant number of shares in the open market.

The issuance of additional shares of common stock or other equity securities will further dilute the ownership interests of existing stockholders.

Our Articles of Incorporation authorize our Board of Directors to issue up to 75,000,000 shares of common stock. Currently, we have 10,781,988 shares of common stock outstanding and have reserved approximately an additional 20,124,600 shares for issuance upon the conversion of shares of our outstanding preferred stock or to fund future equity awards. Accordingly, our Board of Directors is currently authorized to issue approximately an additional 45,119,662 shares of common stock. In order to maintain our capital at desired levels or required regulatory levels, or to fund future growth, our Board of Directors may decide from time to time to issue additional shares of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of our common stock. The sale of these securities may significantly dilute our shareholders’ ownership interest as a shareholder and the market price of our common stock. New investors of other equity securities issued by us in the future may also have rights, preferences and privileges senior to our current shareholders which may adversely impact our current shareholders.

We are required to comply with the terms of a consent order issued by the FDIC and the IDFPR and lack of compliance could result in monetary penalties and/or additional regulatory actions.

We have entered into the Order with the FDIC and IDFPR without admitting or denying that grounds exist for the FDIC and IDFPR to initiate an administrative proceeding against the Bank. The Order is a formal corrective action pursuant to which we have agreed to address specific areas through the adoption and implementation of procedures, plans and policies designed to enhance the safety and soundness of the Bank. These affirmative actions include, but are not limited to, increased Board participation and the implementation of plans to address capital, sensitivity to interest rate risk, charge-offs and the disposition of assets.

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The Order specifies certain timeframes for meeting these requirements, and we must furnish periodic progress reports to the FDIC and IDFPR regarding our compliance with the provisions of the Order. Specifically, the Order required the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. Although we raised additional capital in connection with the first closing of our December 2012 private placement offering and our March 2013 rights offering our capital ratios have further declined over the first two quarters of 2013 and continue to be below the requirements set forth in the Order. At September 30, 2013, our Tier 1 and total capital ratios were 6.8% and 11.4%, compared to 6.7% and 11.4% at June 30, 2013, 6.8% and 11.8% at March 31, 2013 and 7.7% and 12.6% at December 31, 2012, respectively. On September 30, 2013, the Company consummated its previously announced September 2013 private placement offering, pursuant to which it issued 3,187,100 shares of common stock to investors at a price of $1.00 per share and 7,334 shares of Series D Preferred Stock at a price of $100.00 per share to investors, including 631,000 shares of common stock and 7,334 shares of Series D Preferred Stock that were issued to two investors to satisfy the exercise of their anti-dilution rights under the Securities Purchase Agreement. The additional capital we have raised since June 30, 2013 in connection with the completion of the second closing of our December 2012 private placement offering and our September 2013 private placement offering has brought the Bank closer to meeting the capital requirements set forth in the Order. However, our continued inability to meet the capital requirements of the Order may result in monetary penalties and/or additional regulatory actions and may require us to raise additional capital in the future. Our ability to raise additional capital is contingent on the current capital markets and on our financial performance. 

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

4.1	Form of Common Stock Certificate of Community Financial Shares, Inc. (1)
4.2	Form of Stock Certificate for Series C Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (1)
4.3	Form of Stock Certificate for Series D Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (1)
4.4	Form of Stock Certificate for Series E Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (1)
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.0*	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.

_________________________________________________ 

* Furnished, not filed.

(1) Incorporated by reference to the exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. 

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SIGNATURES

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

COMMUNITY FINANCIAL SHARES, INC.

(Registrant)

/s/ Donald H. Wilson

Donald H. Wilson

Dated: November 14, 2013

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Eric J. Wedeen

Eric J. Wedeen

Dated: November 14, 2013

Chief Financial Officer

(Principal Financial Officer)

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