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 March 31, 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)

Delaware	36-4387843
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	x

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

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

Class	Outstanding at May 6, 2013
Common Stock, no par value per share	6,043,688 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	34
Item 4	Controls and Procedures	35
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
	Signatures	37

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	March 31, 2013			December 31, 2012
	(Unaudited)
ASSETS
Cash and due from banks	$	3,067		$	4,487
Interest-bearing deposits		46,349			66,146
Cash and cash equivalents		49,416			71,021
Interest-bearing time deposits		2,190			1,941
Securities available for sale		72,745			47,588
Loans held for sale		2,015			7,230
Loans, less allowance for loan losses of $3,708 and $3,032 at March 31, 2013 and December 31, 2012, respectively		196,080			194,391
Foreclosed assets, net		7,465			9,012
Federal Home Loan Bank stock		926			926
Premises and equipment, net		14,580			14,724
Cash value of life insurance		6,478			6,421
Interest receivable and other assets		2,575			1,922
Total assets	$	354,470		$	355,176
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits	$	322,704		$	317,204
Federal Home Loan Bank advances		4,500			9,000
Subordinated debentures		3,609			3,609
Interest payable and other liabilities		3,199			3,011
Total liabilities		334,012			332,824
Commitments and contingent liabilities
Shareholders’ equity
Common stock - no par value, 75,000,000 shares authorized; 6,043,688 and 5,560,567 shares issued and outstanding		—			—
Preferred stock - $1.00 par value, $100 liquidation preference 1,000,000 shares authorized; 196,847 shares issued and outstanding		197			197
Paid-in capital		26,756			26,270
Accumulated deficit		(6,655	)		(4,346	)
Accumulated other comprehensive income		160			231
Total shareholders’ equity		20,458			22,352
Total liabilities and shareholders’ equity	$	354,470		$	355,176

See Notes to Condensed Consolidated Financial Statements

3

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2013 and 2012

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
Interest and dividend income
Interest and fees on loans	$	2,604		$	2,812
Securities:
Taxable		236			225
Exempt from federal income tax		41			107
Other interest income		42			37
Total interest and dividend income		2,923			3,181
Interest expense
Deposits		401			466
Federal Home Loan Bank advances and other borrowed funds		39			100
Subordinated debentures		17			20
Total interest expense		457			586
Net interest income		2,466			2,595
Provision for loan losses		1,030			180
Net interest after provision for loan losses		1,436			2,415
Non-interest income
Service charges on deposit accounts		86			97
Gain on sale of loans		483			196
Gain on sale of securities		7			—
Write-down on other real estate owned		(842	)		(192	)
Loss on sale of foreclosed assets		(320	)		—
Other non-interest income		229			261
Total non-interest income		(357	)		362
Non-interest expense
Salaries and employee benefits		1,596			1,404
Net occupancy and equipment expense		327			331
Data processing expense		330			300
Advertising and promotions		54			59
Professional fees		318			254
FDIC insurance premiums		206			296
Other real estate owned expenses		163			107
Other operating expenses		349			327
Total non-interest expense		3,343			3,078
Loss before income taxes		(2,264	)		(301	)
Income taxes		45			37
Net loss		(2,309	)		(338	)
Preferred stock dividend and accretion		—			(112	)
Net loss available to common shareholders	$	(2,309	)	$	(450	)
Loss per share
Basic	$	(0.41	)	$	(0.36	)
Diluted	$	(0.41	)	$	(0.36	)
Average shares outstanding basic		5,576,671			1,245,267
Average shares outstanding diluted		5,576,671			1,245,267
Dividends per share	$	0.00		$	0.00

See Notes to Condensed Consolidated Financial Statements

4

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended March 31, 2013 and 2012

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
Net loss	$	(2,309	)	$	(338	)
Other comprehensive loss:
Unrealized holding losses arising during the period:
Unrealized net losses		(109	)		(94	)
Related income tax expense		42			36
Net unrealized losses		(67	)		(58	)
Less: reclassification adjustment for net gains realized during the period
Realized net gains		7			—
Related income tax expense		(3	)		—
Net realized gains		4			—
Other comprehensive loss		(71	)		(58	)
Comprehensive loss	$	(2,380	)	$	(396	)

See Notes to Condensed Consolidated Financial Statements

5

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended March 31, 2013 and 2012

(In thousands, except share and per share data)

(Unaudited)

	Number of Common Shares		Preferred Stock		Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income			Total Shareholders’ Equity
Balance at January 1, 2013		5,560,567	$	197	$	26,270	$	(4,346	)	$	231		$	22,352
Net loss		—		—		—		(2,309	)		—			(2,309	)
Other comprehensive loss		—		—		—		—			(71	)		(71	)
Net proceeds of rights offering		483,121		—		483		—			—			483
Amortization of stock option expense		—		—		3		—			—			3
Balance at March 31, 2013		6,043,688	$	197	$	26,756	$	(6,655	)	$	160		$	20,458
Balance at January 1, 2012		1,245,267	$	7	$	12,033	$	(5,407	)	$	617		$	7,250
Net loss		—		—		—		(338	)		—			(338	)
Other comprehensive loss		—		—		—		—			(58	)		(58	)
Preferred stock dividends (5%)		—				—		(95	)		—			(95	)
Discount on preferred stock		—		—		17		(17	)		—			—
Amortization of stock option expense		—		—		3		—			—			3
Balance at March 31, 2012		1,245,267	$	7	$	12,053	$	(5,857	)	$	559		$	6,762

See Notes to Condensed Consolidated Financial Statements

6

COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2013 and 2012

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,309	)	$	(338	)
Adjustments to reconcile net loss to net cash from (used in) operating activities
Amortization on securities, net		102			49
Depreciation		155			164
Provision for loan losses		1,030			180
Gain on sale of securities		(7	)		—
Write-down on other real estate owned		842			—
Loss on sale of foreclosed assets		320			—
Gain on sale of loans		(483	)		(196	)
Originations of loans for sale		(15,548	)		(9,574	)
Proceeds from sales of loans		21,245			9,770
Compensation cost of stock options		3			3
Change in cash value of life insurance		(57	)		(60	)
Change in interest receivable and other assets		(927	)		(1,252	)
Change in interest payable and other liabilities		188			638
Net cash from (used in) operating activities		4,554			(616	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing time deposits		(249	)		249
Purchases of securities available for sale		(36,762	)		(9,538	)
Proceeds from maturities and calls of securities available for sale		3,391			2,836
Proceeds from sales of securities available for sale		8,003			—
Proceeds from Federal Home Loan Bank stock redemption		—			2,234
Proceeds from sale of other real estate owned		1,620			—
Net change in loans		(3,634	)		2,728
Property and equipment expenditures, net		(11	)		(73	)
Net cash used in investing activities		(27,642	)		(1,564	)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in:
Non-interest bearing and interest-bearing demand deposits and savings		4,964			6,419
Certificates and other time deposits		536			1,898
Proceeds of rights offering		483			—
Repayments of borrowings		(4,500	)		—
Net cash from financing activities		1,483			8,317
Change in cash and cash equivalents		(21,605	)		6,137
Cash and cash equivalents at beginning of period		71,021			44,258
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	49,416		$	50,395
Supplemental disclosures
Interest paid	$	641		$	562
Income taxes paid		—			—
Transfers from loans to foreclosed assets		916			1,030

See Notes to Condensed Consolidated Financial Statements

7

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

March 31, 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 months ended March 31, 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 March 31, 2013:

Net loss available for distribution	$	(2,309	)
Dividends and undistributed loss allocated to participating securities		—
Loss attributable to common shareholders	$	(2,309	)
Average common shares outstanding for basic earnings per share		5,576,671
Effect of dilutive convertible preferred stock		—
Effect of dilutive stock options		—
Average common and common-equivalent shares for dilutive earnings per share		5,576,671
Basic	$	(0.41	)
Diluted	$	(0.41	)

8

The following are the factors used in the loss per share common share computation for the three months ended March 31, 2012:

Basic
Net loss	$	(338	)
Less: Accretion of discount on preferred stock		(17	)
Dividends on preferred stock		(95	)
Net loss available to common shareholders	$	(450	)
Weighted-average common shares outstanding		1,245,267
Basic loss per share	$	(0.36	)
Diluted
Net loss	$	(338	)
Less: Accretion of discount on preferred stock		(17	)
Dividends on preferred stock		(95	)
Net loss available to common shareholders	$	(450	)
Weighted-average common shares outstanding for basic loss per share		1,245,267
Add dilutive effects of assumed exercise of stock options		—
Average shares and dilutive potential common shares		1,245,267
Diluted loss per share	$	(0.36	)

There were 30,180 and 32,330 anti-dilutive shares at March 31, 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:

	March 31, 2013					December 31, 2012
	Amount		Ratio			Amount		Ratio
Total capital (to risk-weighted assets)	$	26,240		11.8	%	$	28,321		12.6	%
Tier I capital (to risk-weighted assets)		23,446		10.5	%		25,514		11.4	%
Tier I capital (to average assets)		23,446		6.8	%		25,514		7.7	%

At March 31, 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.

Among other things, 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. On November 13, 2012, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which the Company issued to investors in a private placement offering 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 at $100.00 per

9

share, 56,708 shares of Series D Convertible Noncumulative Perpetual Preferred Stock at $100.00 per share and 6,728 shares of Series E Convertible Noncumulative Perpetual Preferred Stock at $100.00 per share (the “Investment”). The closing of the Investment occurred on December 21, 2012. The consummation of the Investment permitted us to repay a $1.3 million loan facility with an independent third party bank for $900,000 and to redeem, for $3.7 million, $6.9 million of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) and Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) issued to the U.S. Department of the Treasury (the “Treasury”), as well as accrued interest and dividends thereon, in connection with the Treasury’s Troubled Asset Relief Program (“TARP”) such repurchase of Series A Preferred Stock and Series B Preferred Stock, while also contributing $18.5 million in proceeds to the Bank. As a result of this capital infusion, the Banks’s Tier 1 ratio was 7.7% and the Bank’s Risk-based capital ratio was 12.6% as of December 31, 2012. In addition, on March 28, 2013, the Company sold 483,121 shares of common stock at $1.00 per share in a rights offering (the “Rights Offering”) in accordance with the terms of the Securities Purchase Agreement. As a result of these capital infusions, the Bank’s Tier 1 ratio was 6.8% and the Bank’s Total Risk-based capital ratio was 11.8% as of March 31, 2013.

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 March 31, 2013 and December 31, 2012 are as follows:

	March 31, 2013
	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses
U. S. government agencies	$	12,396	$	1	$	(77	)
State and political subdivisions		8,268		62		(15	)
Mortgage-backed securities – Government sponsored entities (GSE) residential		48,705		348		(82	)
Preferred stock		65		50		—
SBA guaranteed		3,311		2		(28	)
	$	72,745	$	463	$	(202	)

	December 31, 2012
	Fair Value		Gross Unrealized Gains		Gross Unrealized 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	)

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.

10

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 March 31, 2013 and December 31, 2012:

	March 31, 2013
	Less than 12 Months					12 Months or More				Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U. S. government agencies	$	10,399	$	(77	)	$	—	$	—	$	10,399	$	(77	)
State and political subdivisions		2,107		(15	)		—		—		2,107		(15	)
Mortgage-backed securities – GSE residential		13,288		(77	)		—		—		13,288		(77	)
Mortgage-backed securities – GSE commercial		574		(5	)						574		(5	)
SBA guaranteed		3,083		(28	)		—		—		3,083		(28	)
Total temporarily impaired securities	$	29,451	$	(202	)	$	—	$	—	$	29,478	$	(202	)

	December 31, 2012
	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized 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 three months ended March 31, 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 March 31, 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 Cost		Fair Value
Due in one year or less	$	298	$	304
Due after one year through five years		1,101		1,117
Due after five years through ten years		4,477		4,470
Due after ten years		14,817		14,773
Mortgage-backed securities		48,439		48,705
SBA guaranteed		3,337		3,311
Preferred stock		15		65
	$	72,484	$	72,745

11

Securities with a carrying value of approximately $17.9 million at March 31, 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 months ended March 31, 2013 and 2012 is shown in the following table:

	Three Months Ended March 31,
	2013		2012
Sales proceeds	$	8,003	$	—
Gross gains on sales		7		—

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 March 31, 2013 and December 31, 2012, respectively:

	March 31, 2013			December 31, 2012
Real estate
Commercial	$	97,014		$	96,588
Construction		3,233			3,615
Residential		24,022			20,875
Home equity		49,140			50,444
Total real estate loans		173,409			171,522
Commercial		24,890			24,388
Consumer		1,299			1,313
Total loans		199,598			197,223
Deferred loan costs, net		190			200
Allowance for loan losses		(3,708	)		(3,032	)
Loans, net	$	196,080		$	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

14

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.

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, etc., including renewals		(725	)
Balances, March 31, 2013	$	1,773

15

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 months ended March 31, 2013 and 2012:

	March 31, 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		(44	)		288			(5	)		2			501		288			1,030
Charge-offs		—			(122	)		—			(2	)		—		(242	)		(366	)
Recoveries		—			8			—			2			2		—			12
Balance at end of period	$	577		$	1,560		$	48		$	23		$	808	$	692		$	3,708
Ending balance: individually evaluated for impairment	$	—		$	399		$	—		$	—		$	611	$	414		$	1,424
Ending balance: collectively evaluated for impairment	$	577		$	1,161		$	48		$	23		$	197	$	278		$	2,284
Total Loans:
Ending balance	$	24,890		$	97,014		$	3,233		$	1,299		$	24,022	$	49,140		$	199,598
Ending balance: individually evaluated for impairment	$	1,788		$	3,586		$	—		$	—		$	3,013	$	1,389		$	9,776
Ending balance: collectively evaluated for impairment	$	23,102		$	93,428		$	3,233		$	1,299		$	21,009	$	47,751		$	189,822

	March 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		(1	)		180			6			2		(50	)		43		180
Charge-offs		—			(1,212	)		(1,740	)		—		(401	)		—		(3,353	)
Recoveries		—			—			—			—		14			—		14
Balance at end of period	$	694		$	3,139		$	34		$	20	$	367		$	1,441	$	5,695
Ending balance: individually evaluated for impairment	$	39		$	1,869		$	—		$	—	$	71		$	1,114	$	3,093
Ending balance: collectively evaluated for impairment	$	655		$	1,270		$	34		$	20	$	296		$	327	$	2,602
Total Loans:
Ending balance	$	25,480		$	93,547		$	2,441		$	1,419	$	20,421		$	57,487	$	200,795
Ending balance: individually evaluated for impairment	$	39		$	3,928		$	34		$	—	$	2,592		$	3,096	$	9,689
Ending balance: collectively evaluated for impairment	$	25,441		$	89,619		$	2,407		$	1,419	$	17,829		$	54,391	$	191,106

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:

	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 March 31, 2013 and December 31, 2012.

	March 31, 2013		December 31, 2012
Real estate loans:
Commercial	$	2,699	$	3,143
Residential		2,610		2,565
Home equity		1,390		1,717
Total	$	6,699	$	7,425

The following table presents impaired loans as of March 31, 2013:

							Three Months Ended March 31,
							2013				2012
	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized
With no related allowance recorded:
Commercial	$	1,788	$	1,788	$	—	$	1,823	$	19	$	—	$	—
Commercial real estate		1,804		2,149		—		1,898		9		—		—
Construction		—		—		—		—		—		29		—
Residential		1,065		1,065		—		1,065		5		2,351		—
HELOC		166		166		—		166		—		497		—
Subtotal		4,823		5,168		—		4,952		33		2,877		—
With an allowance recorded:
Commercial		—		—		—		—		—		39		—
Commercial real estate		1,781		2,150		399		1,848		—		3,933		4
Residential		1,948		2,166		611		2,009		—		241		—
HELOC		1,224		1,224		414		1,226		—		2,604		—
Subtotal		4,953		5,540		1,424		5,083		—		6,817		4
Total Impaired Loans	$	9,776	$	10,708	$	1,424	$	10,035	$	33	$	9,694	$	4

17

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

	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income 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.

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

	March 31, 2013
	Pass		Special Mention		Substandard		Doubtful		Loss		Total
Commercial	$	22,607	$	238	$	2,045	$	—	$	—	$	24,890
Real estate loans:
Construction		3,233		—		—		—		—		3,233
Commercial real estate		91,000		3,315		2,699		—		—		97,014
Residential		19,935		1,477		2,610		—		—		24,022
Home equity		47,721		30		1,389		—		—		49,140
Consumer		1,299		—		—		—		—		1,299
Total	$	185,795	$	5,060	$	8,743	$	—	$	—	$	199,598

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	December 31, 2012
	Pass		Special 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 March 31, 2013 and December 31, 2012:

	March 31, 2013
	30-59 Days Past  Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans		Loans > 90 Days and Accruing
Commercial	$	—	$	186	$	—	$	186	$	24,704	$	24,890	$	—
Real estate loans:
Construction		—		—		—		—		3,233		3,233		—
Commercial real estate		529		—		2,699		3,228		93,786		97,014		—
Residential		224		460		2,627		3,311		20,711		24,022		16
Home equity		407		100		1,492		1,999		47,141		49,140		103
Consumer		—		—		—		—		1,299		1,299		—
Total	$	1,160	$	746	$	6,818	$	8,724	$	190,874	$	199,598	$	119

	December 31, 2012
	30-59 Days Past  Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans		Loans > 90 Days and 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.

19

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.

The following table summarizes the loans that have been restructured as TDRs during the three months ended March 31, 2012. In addition, there were no loans restructured as TDRs during the three months ended March 31, 2013.

	Three months ended March 31, 2012
	Count		Balance  Prior to TDR		Balance after TDR
Commercial		1	$	458	$	458
Real estate loans:
Commercial real estate		4		4,827		4,827
Construction		2		343		343
Residential		3		3,118		3,118
Total		10	$	8,746	$	8,746

The following table sets forth the Company’s TDRs that had payment defaults during the three months ended March 31, 2013. 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.

	Count		Default Balance
Real estate loans:
Commercial real estate		2	$	2,713
Residential		3		1,936
Total		5	$	4,649

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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 such techniques 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 March 31, 2013 and December 31, 2012, respectively:

			At March 31, 2013
			Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
Available-for-sale securities:
U.S. government agencies	$	12,396	$	—	$	12,396	$	—
State and political subdivisions		8,268		—		8,268		—
Mortgage-backed securities – GSE residential		48,705		—		48,705		—
Preferred stock		65		65		—		—
SBA guaranteed		3,311		—		3,311		—
Total available-for-sale securities	$	72,745	$	65	$	72,680	$	—

21

			At December 31, 2012
			Fair Value Measurements Using
	Fair
	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	$	46,551	$	—

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 March 31, 2013 and December 31, 2012 balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

			At March 31, 2013
			Fair Value Measurements Using
	Fair
	Value		Level 1		Level 2		Level 3
Impaired loans	$	4,954		—		—	$	4,954
Other real estate owned		6,557		—		—		6,557

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

22

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

	As of March 31, 2013
	Fair		Valuation	Unobservable
	Value		Technique	Inputs	Range
Impaired loans	$	4,954	Market comparable properties	Marketability discount	5% - 30.7%
Other real estate owned		6,557	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 Chief Credit Officer (CCO). Appraisals are reviewed for accuracy and consistency by the CCO. 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 March 31, 2013:

			At March 31, 2013
			Fair Value Measurements Using
	Carrying Amount		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	49,416	$	49,416	$	—	$	—
Interest-bearing time deposits		2,190		2,190		—		—
Securities available for sale		72,745		65		72,680		—
Loans held for sale		2,015		—		2,015		—
Loans receivable, net		196,080		—		—		197,857
Federal Home Loan Bank stock		926		—		926		—
Interest receivable		1,027		—		1,027		—
Financial liabilities
Deposits		322,704		—		324,299		—
Federal Home Loan Bank advances		4,500		—		4,625		—
Subordinated debentures		3,609		—		—		1,238
Interest payable		139		—		139		—

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
			Fair Value Measurements Using
	Carrying 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:

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

24

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 discounted cash flow analysis or underlying collateral values. 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.

On November 13, 2012, the Company entered into a securities purchase agreement with the Treasury pursuant to which, it agreed to repurchase the shares of Series A Preferred Stock and Series B Preferred Stock it previously issued pursuant to the TARP Capital Purchase Program for $3.3 million plus an amount equal to 45% of the accrued and unpaid interest and dividends on such shares of Series A Preferred Stock and Series B Preferred Stock. On December 21, 2012, immediately following the consummation of the Investment, the Company redeemed, the $6.9 million of Series A Preferred Stock and Series B Preferred Stock previously issued to the Treasury for an aggregate of $3.7 million, which included the discounted accrued and unpaid dividends on the Series A Preferred Stock and Series B Preferred Stock.

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS

In October 2012, the Financial Accounting Standards Board (the “FASB”) issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections. This ASU amends various SEC paragraphs pursuant to Staff Accounting Bulletin (SAB) 114, SEC Release No. 33-9250, and ASU 2010-22, which amend or rescind portions of certain SAB Topics. These amendments are presented in two sections: Amendments to the FASB Accounting Standards Codification and Amendments to the XBRL Taxonomy. The Company adopted this ASU with no material effect on its financial condition or results of operations.

25

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;

• 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;

26

• 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 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.

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.

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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.

Comparison of Financial Condition at March 31, 2013 and December 31, 2012

Total assets at March 31, 2013 were $354.5 million, which represented a decrease of $706,000, or 0.2%, compared to $355.2 million at December 31, 2012. The decrease in total assets was primarily due to decreases in cash and cash equivalents and foreclosed assets. Cash and cash equivalents decreased $21.6 million, or 30.4%, to $49.4 million at March 31, 2013 from $71.0 million at December 31, 2012 and foreclosed assets decreased $1.5 million, or 17.2%, to $7.5 million at March 31, 2013 from $9.0 million at December 31, 2012. Included in foreclosed assets at March 31, 2013 are five one-to-four family residences, six commercial real estate properties and two parcels of land. These decreases in cash and cash equivalents and foreclosed assets were partially offset by increases in investment securities and loans receivable. Investment securities increased $25.1 million, or 52.9%, to $72.7 million at March 31, 2013 from $47.6 million at December 31, 2012 primarily as a result of the net effect of a $25.7 million increase in mortgage-backed securities, a $5.4 million increase in municipal securities and a $9.0 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 Investment in December 2012 during the three months ended March 31, 2013. Loans receivable increased $1.7 million, or 0.9%, to $196.1 million at March 31, 2013 from $194.4 million at December 31, 2012.

Total liabilities at March 31, 2013 were $334.0 million, which represented an increase of $1.2 million, or 0.4%, compared to $332.8 million at December 31, 2012. Deposits increased $5.5 million, or 1.7%, to $322.7 million at March 31, 2013 from $317.2 million at December 31, 2012. This increase in deposits primarily consisted of increases in regular savings accounts of $4.0 million, or 6.1%, to $69.1 million at March 31, 2013 from $65.1 million at December 31, 2012 and money market accounts of $1.8 million, or 4.2%, to $45.2 million at March 31, 2013 from $43.4 million at December 31, 2012. The percentage of regular savings accounts to total deposits increased to 21.4% at March 31, 2013 from 20.5% at December 31, 2012 and the percentage of certificates of deposit to total deposits decreased slightly to 29.2% at March 31, 2013 from 29.6% 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 March 31, 2013 from $9.0 million at December 31, 2012.

Stockholders’ equity decreased $1.9 million, or 8.5%, to $20.5 million at March 31, 2013 from $22.4 million at December 31, 2012. The decrease in stockholders’ equity was primarily due to the Company’s $2.3 million net loss for the three months ended March 31, 2013. In addition, the Company’s accumulated other comprehensive income relating to the change in fair value of its available-for-sale investment portfolio decreased $71,000 for the three months ended March 31, 2013. Partially offsetting these decreases was a $486,000 increase in paid-in capital primarily due to proceeds from the rights offering, which was completed in March 2013.

Comparison of Operating Results for the Three Months Ended March 31, 2013 and 2012

General. The Company’s net loss for the three months ended March 31, 2013 totaled $2.3 million compared to a net loss of $338,000 for the three months ended March 31, 2012. Due to the effect of preferred stock dividends, net loss available to common shareholders totaled $450,000 for the three months ended March 31, 2012. This represents a basic and diluted loss per share of $0.41 for the three months ended March 31, 2013 compared to basic and diluted loss per share of $0.36 for the three months ended March 31, 2012. The increase in net loss during the three months ended March 31, 2013 is primarily the result of the combined effect of an $850,000 increase in provision for loan losses, a $265,000 increase in noninterest expense and a $129,000 decrease in net interest income.

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Net interest income. The following table summarizes interest and dividend income and interest expense for the three months ended March 31, 2013 and 2012.

	Three Months Ended March 31,
	2013		2012		$ Change			% Change
	(Dollars in thousands)
Interest and dividend income:
Interest and fees on loans	$	2,604	$	2,812	$	(208	)		(7.40	%)
Securities:
Taxable		236		225		11			4.89
Exempt from federal tax		41		107		(66	)		(61.68	)
Other interest income		42		37		5			13.51
Total interest and dividend income		2,923		3,181		(258	)		(8.11	)
Interest expense:
Deposits		401		466		(65	)		(13.95	)
Federal Home Loan Bank advances and other borrowings		39		100		(61	)		(61.00	)
Subordinated debentures		17		20		(3	)		(15.00	)
Total interest expense		457		586		(129	)		(22.01	)
Net interest income	$	2,466	$	2,595	$	(129	)		(4.97	)

The following table summarizes average balances and annualized average yields or costs for the three months ended March 31, 2013 and 2012.

	Three Months Ended March 31,
	2013							2012
	Average Balance		Interest		Average Yield/ Cost			Average Balance		Interest		Average Yield/ Cost
	(Dollars in thousands)
Interest-earning assets:
Taxable securities	$	52,790	$	236		1.81	%	$	35,070	$	225		2.58	%
Tax-exempt securities		4,048		41		4.15			9,278		107		4.61
Loan receivables (1)		199,076		2,604		5.31			206,073		2,812		5.47
Interest-bearing deposits		58,383		41		0.29			42,935		36		0.33
FHLB stock		926		1		0.46			4,269		1		0.13
Total interest-earning assets		315,223		2,923		3.76			297,625		3,181		4.29
Interest-bearing liabilities:
NOW accounts		75,367		50		0.27			75,788		69		0.36
Regular savings		66,749		55		0.33			57,058		56		0.39
Money market accounts		44,085		50		0.46			42,430		73		0.69
Certificates of deposit		94,616		246		1.06			93,329		268		1.15
FHLB advances and other		5,850		39		2.67			14,300		100		2.80
Subordinated debentures		3,609		17		1.95			3,609		20		2.18
Total interest-bearing liabilities	$	290,276		457		0.64		$	286,514		586		0.82
Net interest income			$	2,466						$	2,595
Net interest spread						3.12	%						3.47	%
Net interest income to average interest-earning assets						3.17	%						3.50	%

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

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Interest Income. Interest income decreased $258,000 to $2.9 million for the three months ended March 31, 2013 from $3.2 million for the three months ended March 31, 2012. The average yield on interest-earning assets decreased 53 basis points to 3.76% for the three months ended March 31, 2013 from 4.29% for the comparable prior year period. In addition, interest-earning assets increased $17.6 million to $315.2 million for the three months ended March 31, 2013 from $297.6 million for the prior year period.

Interest and fees on loans decreased $208,000, or 7.4%, to $2.6 million for the three months ended March 31, 2013, compared to $2.8 million for the comparable prior year period. This decrease resulted from a decrease in the average balance of loans of $7.0 million to $199.1 million for the three months ended March 31, 2013 from $206.1 million for the comparable prior year period. In addition, the average loan yield decreased 16 basis points to 5.31% for the three months ended March 31, 2013 from 5.47% for the comparable prior year period. Interest on taxable securities increased $11,000 for the three months ended March 31, 2013 compared to the comparable prior year period. This increase is primarily due to an increase in average balance of taxable securities of $17.7 million to $52.8 million for the three months ended March 31, 2013 from $35.1 million for the comparable prior year period. Partially offsetting this was a decrease in the average yield on taxable securities of 77 basis points to 1.81% for the three months ended March 31, 2013 from 2.58% for the comparable prior year period.

Interest Expense. Interest expense decreased by $129,000, or 22.0%, to $457,000 for the three months ended March 31, 2013, from $586,000 for the three months ended March 31, 2012. This decrease resulted from a decrease in the average rate paid on interest bearing liabilities of 18 basis points to 0.64% for the three months ended March 31, 2013 from 0.82% for the comparable prior year period. This decrease is primarily due to a decrease in overall market rates. The average balance of interest bearing liabilities increased $3.8 million to $290.3 million for the three months ended March 31, 2013 from $286.5 million for the comparable prior year period. Interest expense resulting from Federal Home Loan Bank advances, subordinated debentures and other borrowings decreased $64,000 during the three months ended March 31, 2013. The average balance on these borrowings decreased $8.4 million to $9.5 million for the three months ended March 31, 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 28 basis points to 2.40% for the three months ended March 31, 2013 from 2.68% for the comparable period in 2012.

Net Interest Income before Provision for Loan Losses. Net interest income before provision for loan losses decreased $129,000, or 5.0%, to $2.5 million for the three months ended March 31, 2013 compared to $2.6 million for the comparable period in 2012. The Company’s net interest margin expressed as a percentage of average interest-earning assets decreased to 3.17% for the three months ended March 31, 2013 as compared to 3.50% for the three months ended March 31, 2012. The yield on average interest-earning assets decreased 53 basis points to 3.76% for the three months ended March 31, 2013 from 4.29% for the comparable period ended March 31, 2012. The yield on taxable securities decreased 77 basis points to 1.81% for the three months ended March 31, 2013 from 2.58% for the comparable prior year period. The yield on average loans decreased to 5.31% for the three months ended March 31, 2013 from 5.47% for the three months ended March 31, 2012. In addition, there was an 18 basis point decrease in the cost of average interest-bearing liabilities to 0.64% for the three months ended March 31, 2013 as compared to 0.82% for the comparable 2012 period.

Provision for Loan Losses. The Bank’s provision for loan losses increased to $1.0 million for the three months ended March 31, 2013 from $180,000 for the comparable period in 2012. The $850,000 increase in the provision was the result of management’s quarterly analysis of the allowance for loan losses. At March 31, 2013, December 31, 2012 and March 31, 2012, nonperforming loans totaled $6.7 million, $7.4 million and $7.7 million, respectively. At March 31, 2013, the ratio of the allowance for loan losses to nonperforming loans was 55.4% compared to 39.0% at December 31, 2012 and 73.6% at March 31, 2012. The ratio of the allowance to total loans was 1.85%, 1.54% and 2.76%, at March 31, 2013, December 31, 2012 and March 31, 2012, respectively. The decrease from March 31, 2012 to March 31, 2013 is primarily due to reserves established in prior periods on loans which were charged off in 2012.

Nonperforming loans decreased $726,000, or 9.8%, to $6.7 million at March 31, 2013 from $7.4 million at December 31, 2012. The largest component of nonperforming loans is commercial real estate loans, which decreased $442,000, or 14.2%, to $2.7 million, or 40.3% of total nonperforming loans, at March 31, 2013, from $3.1 million, or 42.3% of total nonperforming loans at December 31, 2012. Nonperforming home equity lines of credit decreased $327,000, or 19.0%, to $1.4 million at March 31, 2013 from $1.7 million at December 31, 2012.

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Nonperforming residential mortgage loans increased $45,000, or 1.8%, to $2.6 million at March 31, 2013 from December 31, 2012. Charge-offs, net of recoveries, totaled $354,000 for the three months ended March 31, 2013 compared to $3.3 million for the three months ended March 31, 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 March 31, 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.

Noninterest Income

	Three Months Ended March 31,
	2013			2012			$ Change			% Change
	(Dollars in thousands)
Non-interest income:
Service charges on deposit accounts	$	86		$	97		$	(11	)		(11.34	%)
Gain on sale of loans		483			196			287			146.43
Gain on sale of securities		7			—			7			—
Write-down on other real estate owned		(842	)		(192	)		(650	)		338.54
Loss on sale of foreclosed assets		(320	)		—			(320	)		—
Other non-interest income		229			261			(32	)		(12.26	)
Total non-interest income	$	(357	)	$	362		$	(719	)		(198.62	)

Noninterest income (loss) totaled ($357,000) and $362,000 for the three months ended March 31, 2013 and 2012, respectively. Gain on sale of loans increased $287,000 to $483,000 for the three months ended March 31, 2013 from $196,000 for the comparable prior year period. Loss on sale of foreclosed assets increased to $320,000 for the three months ended March 31, 2013 as compared to the prior year period. In addition, write-downs on other real estate owned increased $650,000 to $842,000 for the three months ended March 31, 2013 from $192,000 for the comparable prior year period.

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Noninterest Expense

	Three Months Ended March 31,
	2013		2012		$ Change			% Change
	(Dollars in thousands)
Non-interest expenses:
Salaries and employee benefits	$	1,596	$	1,404	$	192			13.68	%
Net occupancy and equipment expense		327		331		(4	)		(1.21	)
Data processing expense		330		300		30			10.00
Advertising and promotions		54		59		(5	)		(8.48	)
Professional fees		318		254		64			25.20
FDIC insurance premiums		206		296		(90	)		(30.41	)
Other real estate owned expenses		163		107		56			52.34
Other operating expenses		349		327		22			6.73
Total non-interest expenses	$	3,343	$	3,078	$	265			8.61

Noninterest expense increased by $265,000 to $3.3 million for the three months ended March 31, 2013 from the comparable prior year period. Salaries and employee benefits expenses increased by $192,000, or 13.7%, to $1.6 million for the three months ended March 31, 2012. This increase is primarily due to planned personnel growth in the Bank’s expanding mortgage department. FDIC insurance premiums decreased by $90,000, or 30.4%, to $206,000 for the three months ended March 31, 2013 compared to $296,000 for the prior year period. Other real estate owned expenses increased to $163,000 for the three months ended March 31, 2013 compared to $107,000 for the prior year period. Occupancy and advertising expenses decreased $4,000 and $5,000 to $327,000 and $54,000, respectively for the three months ended March 31, 2013 compared to the prior year period. Offsetting this decrease was and increase of $30,000 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 $45,000 for the three months ended March 31, 2013, despite a $2.3 million pre-tax loss during that period due to the establishment of a valuation allowance against the Company’s deferred tax assets. The tax expense occurred due to a decrease in the Company’s deferred tax liability for available-for-sale securities. A valuation allowance totaling $978,000 was established on the Company’s deferred tax asset for the three months ended March 31, 2013. As of March 31, 2013 the Company’s deferred tax assets are fully reserved. Under generally accepted accounting principles, income tax benefits and the related tax assets are only 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 an additional valuation allowance against the deferred tax assets will be necessary. Income tax expense totaled $37,000 for the three months ended March 31, 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

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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.

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 and M&I Bank.

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 March 31, 2013, the Company had liquid assets of $350,000.

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Contractual Obligations

The following table discloses contractual obligations of the Company as of March 31, 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)		400		—		—		—		—		—		400
Total	$	400	$	2,500	$	2,500	$	—	$	—	$	3,609	$	8,509

(1) Estimated contract amount based on transaction volume. Actual expense was $737,000 and $751,000 in 2012 and 2011, respectively.

(2) Contract expires September 30, 2013.

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 three months ended March 31, 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 three months ended March 31, 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

There are no material changes to the risk factors disclosed in the Company’s Form 10-K for the year ended December 31, 2012.

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

On May 13, 2013, the Company notified the trustee for Community Financial Shares Statutory Trust II that, beginning with the June 15, 2013 payment period, the Company will defer all payments of interest on the Company’s Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037 for an indefinite period of time.

ITEM 6. EXHIBITS

10.1	Advisory Services Agreement by and among Stone Pillar Advisors, Ltd., Community Financial Shares, Inc. and Community Bank-Wheaton/Glen Ellyn
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 March 31, 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.

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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/ Scott W. Hamer

Scott W. Hamer

Dated: May 14, 2013

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Eric J. Wedeen

Eric J. Wedeen

Dated: May 14, 2013

Chief Financial Officer

(Principal Financial Officer)

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