Wolverine Bancorp, Inc. - FORM 10-Q

Wolverine Bancorp, Inc. - FORM 10-Q - August 12, 2011

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file	filename
EX-32 - CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 - Wolverine Bancorp, Inc.	dex32.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - Wolverine Bancorp, Inc.	dex311.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - Wolverine Bancorp, Inc.	dex312.htm

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 June 30, 2011

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. 333-169432

Wolverine Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Maryland		27-3939016
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

5710 Eastman Avenue, Midland, Michigan		48640
(Address of Principal Executive Offices)		Zip Code

(989) 631-4280

(Registrant’s telephone number)

N/A

(Former name or former address, 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 requirements for the past 90 days. YES x NO ¨.

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

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

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

The number of shares outstanding of the Registrant’s common stock, $0.01 per share, as of August 11, 2011, was 2,507,500.

Wolverine Bancorp, Inc.

Form 10-Q

Index


		Page

Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010		1

	Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2011 and 2010 (unaudited)		2

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (unaudited)		3

	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2011 and 2010 (unaudited)		4

	Notes to Condensed Consolidated Financial Statements (unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		29
Item 4.	Controls and Procedures		29

Part II. Other Information

Item 1.	Legal Proceedings		29
Item 1A.	Risk Factors		29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 3.	Defaults upon Senior Securities		29
Item 4.	[Reserved]		29
Item 5.	Other Information		29
Item 6.	Exhibits		30
	Signature Page		31

Part I. Financial Information

Item 1. Financial Statements

Wolverine Bancorp, Inc.

Condensed Consolidated Balance Sheets

(Dollars in Thousands)


	June 30, 2011			December 31, 2010
	(Unaudited)
Assets
Cash and due from banks	$	484		$	386
Interest-earning demand deposits		21,321			48,550

Cash and cash equivalents		21,805			48,936
Interest-earning time deposits		25,881			14,931
Held to maturity securities		315			388
Loans held for sale		341			748
Loans, net of allowance for loan losses of $10,138 and $9,775		243,221			233,291
Premises and equipment, net		1,537			1,644
Federal Home Loan Bank stock		4,391			4,609
Real estate owned		1,992			2,375
Accrued interest receivable		861			851
Other assets		5,421			6,433


Total assets	$	305,765		$	314,206


Liabilities and Retained Earnings

Liabilities
Deposits	$	167,251		$	174,692
Federal Home Loan Bank advances		71,827			76,795
Stock conversion related liabilities		—			19,108
Interest payable and other liabilities		2,513			1,667

Total liabilities		241,592			272,262

Commitments and Contingencies

Stockholders’ Equity

Common Stock, $0.01 par value per share:
Issued and outstanding – 2,507,500	$	25		$	—
Additional paid-in capital		23,765			—
Unearned employee stock ownership plan (ESOP)		(2,006	)		—
Retained earnings		42,390			41,944


Total stockholders’ equity		64,174			41,944


Total liabilities and stockholders’ equity	$	305,765		$	314,206

The accompanying notes are an integral part of these condensed financial statements.

Wolverine Bancorp, Inc.

Condensed Consolidated Statements of Operations

(Dollars in Thousands, except per share data)


	Three Months Ended June 30,					Six Months Ended June 30,
	2011		2010			2011		2010
	(Unaudited)					(Unaudited)

Interest and Dividend Income
Loans	$	3,518	$	3,639		$	7,015	$	7,296
Investment securities and other		81		160			186		328

Total interest and dividend income		3,599		3,799			7,201		7,624


Interest Expense
Deposits		464		828			973		1,664
Borrowings		840		1,050			1,650		2,129

Total interest expense		1,304		1,878			2,623		3,793


Net Interest Income		2,295		1,921			4,578		3,831

Provision for Loan Losses		400		3,180			760		3,480


Net Interest Income After Provision for Loan Losses		1,895		(1,259	)		3,818		351


Noninterest Income
Service charges and fees		64		63			122		129
Net gain on loan sales		80		123			216		213
Gross income on real estate owned		35		—			92		—
Loan fees earned		53		58			119		98
Net gain on sale of real estate owned		20		—			75		—
Other		45		34			117		70

Total noninterest income		297		278			741		510


Noninterest Expense
Salaries and employee benefits		870		3,843			1,722		4,782
Net occupancy and equipment expense		187		188			370		373
Information technology expense		67		57			118		116
Federal deposit insurance corporation premiums		72		72			142		142
Professional and services fees		134		76			288		176
Other real estate owned expense		148		68			546		104
Loan legal expense		31		117			76		156
Loss on wire transfer fraud		—		356			—		356
Other		312		287			617		554

Total noninterest expense		1,821		5,064			3,879		6,759


Income Before Income Tax		371		(6,045	)		680		(5,898	)

Provision for Income Taxes		127		(2,051	)		234		(2,000	)


Net Income (loss)	$	244	$	(3,994	)	$	446	$	(3,898	)


Earnings Per Share:

Basic	$	0.11		N/A		$	0.17		N/A


Diluted	$	0.11		N/A		$	0.17		N/A

The accompanying notes are an integral part of these condensed financial statements.

Wolverine Bancorp, Inc.

Condensed Consolidated Statement of Cash Flows

(Dollars in Thousands)


	Six Months Ended June 30,
	2011			2010
	(Unaudited)

Operating Activities
Net income	$	446		$	(3,898	)
Items not requiring (providing) cash
Depreciation		107			124
Provision for loan losses		760			3,480
Writedowns of other real estate		328			50
Amortization of Federal Home Loan Bank advances		33			(238	)
Deferred income taxes		135			(1,566	)
Gain on real estate owned		(75	)		—
Loans originated for sale		(11,427	)		(11,266	)
Proceeds from loans sold		12,050			11,125
Gain on sale of loans, net		(216	)		(213	)
Gain on sale of premises or equipment		(31	)		—
Changes in
Interest receivable and other assets		866			(292	)
Interest payable and other liabilities		846			3,893

Net cash provided by operating activities		3,822			1,199


Investing Activities
Net change in interest-bearing deposits		(10,950	)		(10,271	)
Proceeds from calls, maturities and pay-downs of held to maturity securities		73			1,032
Net change in loans		(11,642	)		3,871
Redemption of FHLB stock		219			—
Proceeds from sale of premises and equipment		64			—
Proceeds from sale of real estate owned		1,082			321
Purchase of premises and equipment		(33	)		(3	)

Net cash used in investing activities		(21,187	)		(5,050	)


Financing Activities
Net change in demand deposits, money market, checking and savings accounts		2,083			14,978
Net change in certificates of deposit		(9,525	)		(5,973	)
Proceeds from stock conversion		2,676			—
Proceeds from Federal Home Loan Bank advances		—			10,000
Repayment of Federal Home Loan Bank advances		(5,000	)		(15,000	)

Net cash provided by (used in) financing activities		(9,766	)		4,005


Increase (Decrease) in Cash and Cash Equivalents		(27,131	)		154

Cash and Cash Equivalents, Beginning of Period		48,936			23,324


Cash and Cash Equivalents, End of Period	$	21,805		$	23,478


Supplemental Disclosures of Cash Flows Information
Interest paid	$	2,660		$	3,816
Income taxes paid		—			—
Loans transferred to real estate owned		953			797

The accompanying notes are an integral part of these condensed financial statements.

Wolverine Bancorp, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

(Dollars in Thousands, except share data)


	Common Stock		Additional Paid-in Capital		Unearned ESOP Shares			Retained Earnings		Total Stockholders’ Equity
Balances at January 1, 2011	$	—	$	—	$	—		$	41,944	$	41,944
Six months ended June 30, 2011

Net income		—		—		—			446		446

Issuance of 2,507,500 shares of common stock, net of offering costs		25		23,765		(2,006	)		—		21,784

Balances at June 30, 2011	$	25	$	23,765	$	(2,006	)	$	42,390	$	64,174

The accompanying notes are an integral part of these condensed financial statements.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 1:

Basis of Presentation

The unaudited condensed consolidated financial statements of Wolverine Bancorp, Inc. (the “Company”), the holding company of Wolverine Bank (the “Bank”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) believed necessary for a fair presentation have been included. The condensed consolidated balance sheet of us as of December 31, 2010 has been derived from the audited consolidated balance sheet of the Bank as of that date. Operating results for the six month period ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto filed as part of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 31, 2011.

Note 2:

Plan of Conversion and Change in Corporate Form

On January 19, 2011, the Bank converted to a stock savings bank and established the Company, as the parent holding company of the Bank. In connection with the conversion, 2,507,500 shares of the Company’s common stock were issued at $10.00 per share for total gross offering proceeds of $25.1 million. Expenses related to the offering were approximately $1.3 million. In addition, the Bank’s Board of Directors adopted an employee stock ownership plan (ESOP) which subscribed for 8% of the common stock sold in the offering, for a total of $2.0 million. The Company is incorporated under the laws of the State of Maryland and owns all of the outstanding common stock of the Bank.

The common stock began trading on the NASDAQ Capital Market on January 20, 2011 under the symbol “WBKC”.

In accordance with Office of Thrift Supervision (“OTS”) regulations, at the time of the completion of the Bank’s mutual to stock conversion, the Bank substantially restricted retained earnings by establishing a liquidation account. The liquidation account will be maintained for the benefit of eligible account holders and supplemental eligible account holders who continue to maintain their accounts at the Bank after conversion. The liquidation account will be reduced annually to the extent that eligible account holders and supplemental eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s or and supplemental eligible account holder’s interest in the liquidation account. In the event of a complete liquidation of the Bank, and only in such event, each account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held. We may not pay dividends if those dividends would reduce equity capital below the required liquidation account amount.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 3:

Accounting Developments

In April, 2011, FASB issued ASU No. 2011-02, intended to provide additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. Early adoption is permitted. We intend to adopt the methodologies prescribed by this ASU by the date required, and we are continuing to evaluate the impact of adoption of this ASU.

In April, 2011, FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.

The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. We will adopt the methodologies prescribed by this ASU by the date required, and we do not anticipate that the ASU will have a material effect on our financial position or results of operations.

In May, 2011, FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs.

The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. We will adopt the methodologies prescribed by this ASU by the date required, and we do not anticipate that the ASU will have a material effect on our financial position or results of operations.

In June, 2011, FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recency of this pronouncement, we are evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.

Note 4:

Securities

The amortized cost and approximate fair values of securities are as follows:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Approximate Fair Value
Held to Maturity Securities:
June 30, 2011
Municipals	$	315	$	—	$	—	$	315


December 31, 2010
Municipals	$	388	$	—	$	—	$	388

The amortized cost and fair value of securities at June 30, 2011 and December 31, 2010, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.


	June 30, 2011				December 31, 2010
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Within one year	$	—	$	—	$	—	$	—
One to five years		—		—		—		—
Five to ten years		315		315		388		388
After ten years		—		—		—		—


Totals	$	315	$	315	$	388	$	388

There were no sales of securities during the three months ended June 30, 2011 and 2010.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 5:

Loans and Allowance for Loan Losses

Categories of loans include:


	June 30, 2011		December 31, 2010

Real Estate
One-to four-family	$	76,340	$	76,801
Home equity		14,119		12,252
Commercial mortgage loans
Commercial real estate		85,331		84,172
Multifamily		45,273		37,485
Land		15,132		16,071
Construction		15,607		13,126
Commercial Non-mortgage		9,342		10,434
Consumer		1,419		1,229

Total loans		262,563		251,570

Less
Net deferred loan fees, premiums and discounts		392		345
Undisbursed portion of loans		8,812		8,159
Allowance for loan losses		10,138		9,775


Net loans	$	243,221	$	233,291

Activity in the allowance for loan losses was as follows:


	Six Months Ended June 30,
	2011			2010

Balance, beginning of period	$	9,775		$	6,507
Provision charged to expense		760			3,480
Losses charged off, net of recoveries of $12 and $394, respectively		(397	)		188


Balance, end of period	$	10,138		$	10,175

In determining the appropriate level of allowance for loan loss, we analyze various components of our portfolio. The following components are analyzed: all substandard loans on an individual basis; all loans that are designated special mention or closely monitored; loans not classified according to purpose or collateral type; and overdrawn deposit account balances.

We also factor in historical loss experience and qualitative considerations, including trends in charge offs and recoveries; trends in delinquencies and impaired/classified loans; effects of credit concentrations; changes in underwriting standards and loan review system; experience in lending staff; current industry conditions; and current market conditions.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

In instances where risk and loss exposure is clearly identified with a particular asset, a specific valuation allowance will be established or the asset or a portion of the asset will be charged off.

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 as of June 30, 2011 and December 31, 2010:


Loan Class	1-4 Family			Home Equity		Commercial Real Estate			Multifamily			Land		Construction			Commercial Non- Mortgage			Consumer			Total
Year to date analysis
Allowance for loan losses:
Balance, beginning of year	$	2,079		$	313	$	3,914		$	1,765		$	1,036	$	367		$	269		$	32		$	9,775
Provision charged to expense		(71	)		24		58			129			648		22			(49	)		(1	)		760
Losses charged off		(39	)		—		(369	)		—			—		—			—			(1	)		(409	)
Recoveries		2			—		5			—			1		—			—			4			12

Balance, end of period	$	1,971		$	337	$	3,608		$	1,894		$	1,685	$	389		$	220		$	34		$	10,138

Ending Balance: individually evaluated for impairment	$	174		$	5	$	1,601		$	829		$	1,329	$	21		$	—		$	—		$	3,959

Ending balance: collectively evaluated for impairment	$	1,797		$	332	$	2,007		$	1,065		$	356	$	368		$	220		$	34		$	6,179

Loans:
Ending Balance	$	76,340		$	14,119	$	85,331		$	45,273		$	15,132	$	15,607		$	9,342		$	1,419		$	262,563

Ending Balance: individually evaluated for impairment	$	3,075		$	266	$	6,853		$	9,734		$	8,962	$	92		$	378		$	—		$	29,360

Ending Balance: collectively evaluated for impairment	$	73,265		$	13,853	$	78,478		$	35,539		$	6,170	$	15,515		$	8,964		$	1,419		$	233,203


Loan Class	1-4 Family			Home Equity		Commercial Real Estate			Multifamily			Land		Construction			Commercial Non- Mortgage			Consumer			Total
Quarter to date analysis
Allowance for loan losses:
Balance, beginning of quarter	$	2,010		$	311	$	3,661		$	1,913		$	1,141	$	405		$	262		$	29		$	9,732
Provision charged to expense		(41	)		26		(55	)		(19	)		544		(16	)		(42	)		3			400
Losses charged off		—			—		(2	)		—			—		—			—			—			(2	)
Recoveries		2			—		4			—			—		—			—			2			8

Balance, end of period	$	1,971		$	337	$	3,608		$	1,894		$	1,685	$	389		$	220		$	34		$	10,138

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)


Loan Class	1-4 Family			Home Equity		Commercial Real Estate			Multifamily		Land			Construction		Commercial Non- Mortgage		Consumer			Total
As of December 31, 2010
Allowance for loan losses:
Balance, beginning of year	$	1,246		$	161	$	3,019		$	949	$	838		$	129	$	148	$	17		$	6,507
Provision charged to expense		812			152		2,263			816		80			228		121		19			4,491
Losses charged off		(33	)		—		(1,597	)		—		(109	)		—		—		(7	)		(1,746	)
Recoveries		54			—		229			—		227			10		—		3			523

Balance, end of year	$	2,079		$	313	$	3,914		$	1,765	$	1,036		$	367	$	269	$	32		$	9,775

Ending Balance: individually evaluated for impairment	$	108		$	—	$	1,798		$	819	$	633		$	21	$	—	$	—		$	3,379

Ending balance: collectively evaluated for impairment	$	1,971		$	313	$	2,116		$	946	$	403		$	346	$	269	$	32		$	6,396

Loans:
Ending Balance	$	76,801		$	12,252	$	84,172		$	37,485	$	16,071		$	13,126	$	10,434	$	1,229		$	251,570

Ending Balance: individually evaluated for impairment	$	2,798		$	210	$	9,075		$	9,048	$	8,067		$	231	$	—	$	—		$	29,429

Ending Balance: collectively evaluated for impairment	$	74,003		$	12,042	$	75,097		$	28,437	$	8,004		$	12,895	$	10,434	$	1,229		$	222,141

Consistent with regulatory guidance, charge offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. Our 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, we promptly charge 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.

We charge off one-to-four family residential and consumer loans, or portions thereof, when we reasonably determine the amount of the loss. We adhere to timeframes established by applicable regulatory guidance which provides for the charge off of one-to-four family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which we 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.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table presents the credit risk profile of our loan portfolio based on rating category and payment activity as of June 30, 2011 and December 31, 2010:


	1-4 Family				Home Equity				Commercial Real Estate				Multifamily
	2011		2010		2011		2010		2011		2010		2011		2010
Pass	$	68,357	$	68,831	$	13,814	$	11,982	$	58,333	$	56,335	$	26,445	$	20,017
Pass (Closely Monitored)		4,650		4,494		—		17		8,645		9,284		6,886		10,716
Special Mention		589		492		39		43		10,453		10,433		6,408		1,701
Substandard		2,744		2,984		266		210		7,900		8,120		5,534		5,051
Doubtful		—		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—		—

	$	76,340	$	76,801	$	14,119	$	12,252	$	85,331	$	84,172	$	45,273	$	37,485


	Land				Construction				Commercial Non-Mortgage				Consumer				Total
	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
Pass	$	4,149	$	4,130	$	15,240	$	12,895	$	7,970	$	9,041	$	1,412	$	1,199	$	195,720	$	184,430
Pass (Closely Monitored)		1,149		2,902		275		—		812		1,203		7		30		22,424		28,646
Special Mention		872		1,105		—		—		182		190		—		—		18,543		13,964
Substandard		8,962		7,934		92		231		378		—		—		—		25,876		24,530
Doubtful		—		—		—		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—		—		—		—

	$	15,132	$	16,071	$	15,607	$	13,126	$	9,342	$	10,434	$	1,419	$	1,229	$	262,563	$	251,570

We categorize 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. We analyze 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 Pass asset quality rating encompasses assets that have performed as expected. These assets generally do not have delinquency or servicing issues. Loans assigned this rating include loans to borrowers possessing solid credit quality with acceptable risk. Borrowers in these grades are differentiated from higher grades on the basis of size (capital and/or revenue), leverage, asset quality, stability of the industry or specific market area and quality/coverage of collateral. These borrowers generally have a history of consistent earnings and reasonable leverage.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The Closely Monitored asset quality rating encompasses assets that have been brought to the attention of management and may, if not corrected, warrant a more serious quality rating by management. These assets are usually in the first phase of a deficiency situation and may possess similar criteria as Special Mention assets. This grade includes “pass grade” loans to borrowers which require special monitoring because of deteriorating financial results, declining credit ratings, decreasing cash flow, increasing leverage, marginal collateral coverage or industry stress that has resulted or may result in a changing overall risk profile.

The Special Mention asset quality rating encompasses assets that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. This grade is intended to include loans to borrowers whose credit quality has clearly deteriorated and where risk of further decline is possible unless active measures are taken to correct the situation. Weaknesses are considered potential at this state and are not yet fully defined.

The Substandard asset quality rating encompasses assets that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any; assets having a well-defined weakness(es) based upon objective evidence; assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected; or the possibility that liquidation will not be timely. Loans categorized in this grade possess a well defined credit weakness and the likelihood of repayment from the primary source is uncertain. Significant financial deterioration has occurred and very close attention is warranted to ensure the full repayment without loss. Collateral coverage may be marginal and the accrual of interest has been suspended.

The Doubtful asset quality rating encompasses assets that have all of the weaknesses of those classified as Substandard. In addition, these weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The Loss asset quality rating encompasses assets that are considered uncollectible and of such little value that their continuance as assets of the bank is not warranted. A loss classification does not mean that an asset has no recovery or salvage value; instead, it means that it is not practical or desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be realized in the future.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table is a summary of our past due and non-accrual loans as of June 30, 2011 and December 31, 2010:


As of June 30, 2011:	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Nonaccrual		Total Past Due		Current		Total Loans Receivable		Total Loans>90 Days & Accruing
1-4 Family	$	778	$	206	$	—	$	1,211	$	2,195	$	74,145	$	76,340	$	—
Home Equity		—		—		—		206		206		13,913		14,119		—
Commercial Real Estate		1,145		1,281		—		3,180		5,606		79,725		85,331		—
Multifamily		4,236		—		—		—		4,236		41,037		45,273		—
Land		—		—		—		8,823		8,823		6,309		15,132		—
Construction		—		—		—		92		92		15,515		15,607		—
Commercial Non-Mortgage		—		—		—		—		—		9,342		9,342		—
Consumer		—		—		—		—		—		1,419		1,419		—

Total	$	6,159	$	1,487	$	—	$	13,512	$	21,158	$	241,404	$	262,563	$	—


As of December 31, 2010:	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Nonaccrual		Total Past Due		Current		Total Loans Receivable		Total Loans>90 Days & Accruing
1-4 Family	$	129	$	598	$	—	$	1,118	$	1,845	$	74,956	$	76,801	$	—
Home Equity		—		115		—		76		191		12,061		12,252		—
Commercial Real Estate		83		97		—		4,051		4,231		79,941		84,172		—
Multifamily		—		4,266		—				4,266		33,219		37,485		—
Land		54		—		—		2,069		2,123		13,948		16,071		—
Construction		—		—		—		92		92		13,034		13,126		—
Commercial Non-Mortgage		—		—		—		—		—		10,434		10,434		—
Consumer		—		—		—		—		—		1,229		1,229		—

Total	$	266	$	5,076	$	—	$	7,406	$	12,748	$	238,822	$	251,570	$	—

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

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. 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. We generally require a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable we will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. 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.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following tables present impaired loans without a specific valuation allowance for the period ended June 30, 2011:


As of June 30, 2011	Recorded Balance		Unpaid Principal Balance		Specific Allowance		QTD Average Balance		YTD Average Balance		QTD Interest Income		YTD Interest Income
Loans w/o a specific valuation allowance
1-4 Family	$	1,449	$	1,449	$	—	$	1,768	$	1,777	$	21	$	43
Home Equity		151		151		—		129		145		2		4
Commercial Real Estate		614		614		—		2,144		1,072		33		63
Multifamily		92		92		—		—		—		—		—
Land		7		7		—		15		83		—		—
Construction		—		—		—		—		35		—		—
Commercial Non-Mortgage		378		378		—		126		63		3		6
Consumer		—		—		—		—		—		—		—
Loans w/ a specific valuation allowance
1-4 Family	$	1,626	$	1,626	$	174	$	1,312	$	1,222	$	29	$	39
Home Equity		115		115		5		120		93		1		2
Commercial Real Estate		6,239		6,239		1,601		5,409		5,810		55		99
Multifamily		9,642		9,642		829		9,743		9,424		148		238
Land		8,955		8,955		1,329		8,218		8,006		104		181
Construction		92		92		21		92		127		1		2
Commercial Non-Mortgage		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—
Total
1-4 Family	$	3,075	$	3,075	$	174	$	3,080	$	2,999	$	50	$	82
Home Equity		266		266		5		249		238		3		7
Commercial Real Estate		6,853		6,853		1,601		7,553		6,882		88		161
Multifamily		9,734		9,734		829		9,743		9,424		148		238
Land		8,962		8,962		1,329		8,233		8,089		104		181
Construction		92		92		21		92		162		1		2
Commercial Non-Mortgage		378		378		—		126		63		3		6
Consumer		—		—		—		—		—		—		—
		29,360		29,360		3,959		29,076		27,857		397		677

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following tables present impaired loans without a specific valuation allowance for the period ended December 31, 2010:


	Recorded Balance		Unpaid Principal Balance		Specific Allowance
Loans w/o a specific valuation allowance
1-4 Family	$	1,577	$	1,577	$	—
Home Equity		210		210		—
Commercial Real Estate		2,260		2,260		—
Multifamily		—		—		—
Land		282		282		—
Construction		140		140		—
Commercial Non-Mortgage		—		—		—
Consumer		—		—		—
Loans with a specific valuation allowance
1-4 Family	$	1,221	$	1,221	$	108
Home Equity		—		—		—
Commercial Real Estate		6,815		6,815		1,798
Multifamily		9,048		9,048		819
Land		7,785		7,785		633
Construction		91		91		21
Commercial Non-Mortgage		—		—		—
Consumer		—		—		—
Total impaired loans
1-4 Family	$	2,798	$	2,798	$	108
Home Equity		210		210		—
Commercial Real Estate		9,075		9,075		1,798
Multifamily		9,048		9,048		819
Land		8,067		8,067		633
Construction		231		231		21
Commercial Non-Mortgage		—		—		—
Consumer		—		—		—

Total	$	29,429	$	29,429	$	3,379

Wolverine Bancorp, Inc.

Form 10-Q

(Dollars in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

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

1-4 Family, Home Equity, and Consumer

With respect to residential loans that are secured by 1-4 family residences and are primarily owner occupied, we generally establish a maximum loan-to-value ratio and require PMI if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer loans are typically secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured such as small installment loans. 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.

Home equity loans secured by second mortgages have greater risk than one- to four-family residential mortgage loans secured by first mortgages. We face the risk that the collateral will be insufficient to compensate us for loan losses and costs of foreclosure. When customers default on their loans, we attempt to foreclose on the property and resell the property as soon as possible to minimize foreclosure and carrying costs. However, the value of the collateral may not be sufficient to compensate us for the

amount of the unpaid loan and we may be unsuccessful in recovering the remaining balance from those customers. Particularly with respect to our home equity loans, decreases in real estate values could adversely affect the value of property used as collateral for our loans.

Consumer and other loans generally have greater risk compared to longer-term loans secured by improved, owner-occupied real estate, particularly consumer loans that are secured by rapidly depreciable assets, such as automobiles. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan collections are dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Commercial real estate and multi-family

Commercial real estate and multi-family loans generally have greater credit risk than the owner-occupied one- to four-family residential mortgage loans that we originate for retention in our loan portfolio. Repayment of these loans generally depends, in large part, on sufficient income from the property securing the loan or the borrower’s business to cover operating expenses and debt service. These types of loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Changes in economic conditions that are beyond the control of the borrower may affect the value of the security for the loan, the future cash flow of the affected property or business, or the marketability of a construction project with respect to loans originated for the acquisition and development of property. Additionally, due to declining property values in our primary market area and in Michigan, the loan to value ratios of many of our commercial real estate loans have increased significantly from the loan to value ratios that were assigned to these loans at the time of origination.

Construction and land

Construction loans include those for one- to four-family residential properties and commercial properties, including multifamily loans and commercial “mixed-use” buildings and homes built by developers on speculation. Construction loans for one- to four-family residential properties are originated with a maximum loan to value ratio of 70% and are generally “interest-only” loans during the construction period which typically does not exceed nine months. Construction loans for commercial real estate are made in accordance with a schedule reflecting the cost of construction, and are generally limited to a 70% loan-to-completed appraised value ratio. For all construction loans, we generally require that a commitment for permanent financing be in place prior to closing the construction loan.

Repayment of one-to four-family residential property 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 of commercial property loans and homes built by developers on speculation is normally expected from the property’s eventual rental income, income from the borrower’s operations, the personal resources of the guarantor, or the sale of the subject property. Generally, before making a commitment to fund a construction loan, we require an appraisal of the property by a state-certified or state-licensed appraiser. We review and inspect properties before disbursement of funds during the term of the construction loan.

Construction financing generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at

Wolverine Bancorp, Inc.

Form 10-Q

(Dollars in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.

Commercial non-mortgage

Commercial non-mortgage loans generally have a greater credit risk than residential mortgage loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial non-mortgage loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial non-mortgage loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

As of June 30, 2011 and December 31, 2010, we had $99,556 and $89,406 of loans outstanding to lessors of rental properties including $65,114 and $61,377 of residential and $34,442 and $28,029 of nonresidential properties.

Interest of $677 and $690 was recognized on average impaired loans of $27,857 and $15,105 for the six months June 30, 2011 and 2010, respectively. Cash collected on interest on impaired loans through June 30, 2011 and 2010 was $589 and $616, respectively.

Note 6:

Disclosures About Fair Value of Assets and Liabilities

ASC Topic 820, Fair Value Measurements, 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. Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:


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

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets under the valuation hierarchy. We have no assets or liabilities measured at fair value on a recurring basis and no liabilities measured at fair value on a nonrecurring basis.

Impaired Loans (Collateral Dependent)

Loans for which it is probable that we 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.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method generally requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.

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.

Real Estate Owned

The fair value of our real estate owned is determined using Level 3 inputs which include current and prior appraisals and estimated costs to sell.

Wolverine Bancorp, Inc.

Form 10-Q

(Dollars in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2011 and December 31, 2010:


			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

June 30, 2011
Impaired loans	$	9,764	$	—	$	—	$	9,764
Real estate owned	$	332	$	—	$	—	$	332

December 31, 2010
Impaired loans	$	20,988	$	—	$	—	$	20,988

The following table presents estimated fair values of our financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, we do not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.


	June 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Financial assets
Cash and cash equivalents	$	21,805	$	21,805	$	48,936	$	48,936
Interest-earning time deposits		25,881		25,881		14,931		14,931
Held to maturity securities		315		315		388		388
Loans held for sale		341		343		748		754
Loans, net of allowance for loan losses		243,221		248,514		233,291		237,704
Federal Home Loan Bank stock		4,391		4,391		4,609		4,609
Interest receivable		861		861		851		851

Financial liabilities
Deposits		167,251		168,322		174,692		177,089
Federal Home Loan Bank advances		71,827		76,474		76,795		83,337
Stock conversion related liabilities		—		—		19,108		19,108
Interest payable		264		264		301		301

The following methods and assumptions were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Cash and Cash Equivalents, Interest-Earning Time Deposits, Federal Home Loan Bank Stock, Interest Receivable, Stock Conversion Related Liabilities and Interest Payable

The carrying amount approximates fair value.

Held to Maturity Securities

Fair values equal quoted market prices, if available. If quoted market prices are not available, fair value is estimated based on quoted market prices of similar securities.

Loans Held for Sale

Fair value is estimated using quoted market prices from the secondary market.

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.

Deposits

Deposits include demand deposits, savings accounts, checking accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank Advances

Rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

Commitments to Originate Loans, Letters of Credit and Lines of Credit

Loan commitments and letters-of-credit generally have short-term, variable rate features and contain clauses which limit our exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 7:

Earnings Per Share


	Three Months Ended June 30, 2011			Six Months Ended June 30, 2011
Basic and diluted
Earnings:
Net Income (1)	$	244		$	386


Shares (1):
Weighted average common shares outstanding		2,507			2,507
Less: Average unallocated ESOP shares		(201	)		(201	)

Average shares		2,306			2,306


Net income per common share, basic and diluted (1)	$	0.11		$	0.17

(1)	Calculated from January 20, 2011, the effective date of the conversion and stock offering, to the period end.

Note 8:

Subsequent Events

On July 19, 2011, we received $165,000 in full settlement of an insurance claim made under our financial institution bond. The $165,000 will be reported as taxable income in the third quarter. This settlement relates to an expense we incurred in connection with an external wire transfer in June 2010. This external wire transfer was previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 30, 2011.

Item 2.

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

General

Management’s discussion and analysis of the financial condition and results of operations at and for three and six months ended June 30, 2011 and 2010 is intended to assist in understanding our financial condition and results of operations. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

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statements of our goals, intentions and expectations;

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statements regarding our business plans, prospects, growth and operating strategies;

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statements regarding the asset quality of our loan and investment portfolios; and

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estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this quarterly report.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

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general economic conditions, either nationally or in our market areas, that are worse than expected;

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competition among depository and other financial institutions;

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changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

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adverse changes in the securities markets;

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changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

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our ability to enter new markets successfully and capitalize on growth opportunities;

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our ability to successfully integrate acquired entities, if any;

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changes in consumer spending, borrowing and savings habits;

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changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

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changes in our organization, compensation and benefit plans;

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changes in our financial condition or results of operations that reduce capital; and

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changes in the financial condition or future prospects of issuers of securities that we owns.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in Wolverine Bancorp, Inc.’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission pursuant to Securities Act Rule 424(b)(3) on March 31, 2011.

Comparison of Financial Condition at June 30, 2011 and December 31, 2010

Total assets decreased $8.4 million, or 2.7%, to $305.8 million at June 30, 2011 from $314.2 million at December 31, 2010. The decrease was primarily the result of a decrease in cash and cash equivalents, offset by an increase in interest-earning time deposits and net loans.

Cash and cash equivalents decreased $27.1 million, or 55.4%, to $21.8 million at June 30, 2011 from $48.9 million at December 31, 2010, and interest-earning time deposits increased $11.0 million, or 73.8%, to $25.9 million at June 30, 2011 from $14.9 million at December 31, 2010. The net decrease in cash and cash equivalents and in interest-earning time deposits was primarily the result of paying off maturing FHLB advances, funding new loan originations and maturing certificate of deposits from our deposit portfolio. The majority of these certificates were originated under our three-year guaranteed upward re-pricing certificate of deposit product with interest rates reflecting the higher market interest rate environment at the time that these deposits were originated.

Net loans increased $9.9 million, or 4.2%, to $243.2 million at June 30, 2011 from $233.3 million at December 31, 2010 as our multifamily loans increased $7.8 million, or 20.8%, to $45.3 million at June 30, 2011 from $37.5 million at December 31, 2010. Additionally, construction loans increased by $2.5 million, or 19.1%, to $15.6 million at June 30, 2011 from $13.1 million at December 31, 2010.

Securities held to maturity, consisting of one municipal security at June 30, 2011 and at December 31, 2010, decreased $73,000, or 18.8%, to $315,000 at June 30, 2011 from $388,000 at December 31, 2010 due to paydowns.

Real estate owned decreased $383,000, or 16.0%, to $2.0 million at June 30, 2011 from $2.4 million at December 31, 2010. The decrease in real estate owned resulted from new foreclosures of $983,000, primarily composed of three commercial mortgage properties totaling $638,000, offset by write-downs of $328,000 and sales of $1.0 million. Of the $1.0 million in sales of real estate owned, $854,000 came from one relationship foreclosed on in late 2010.

Other assets, consisting primarily of prepaid FDIC assessments and deferred federal taxes, decreased $1.0 million, or 15.6%, to $5.4 million at June 30, 2011, from $6.4 million at December 31, 2010. The decrease was primarily attributable to recognition of $1.3 million of conversion related expenses previously held in an ‘other asset’ account.

Deposits decreased $7.4 million, or 4.2%, to $167.3 million at June 30, 2011 from $174.7 million at December 31, 2010. Certificates of deposit decreased $9.6 million, or 11.0%, to $77.5 million at June 30, 2011 from $87.1 million at December 31, 2010. Our core deposits (consisting of interest-bearing and noninterest-bearing checking accounts, money market accounts and savings accounts) increased $2.2 million, or 2.5%, to $89.8 million at June 30, 2011 from $87.6 million at December 31, 2010. The increase in our core deposits resulted primarily from continuing to build relationships with our existing customers as well as our marketing efforts for new customers.

Federal Home Loan Bank advances decreased $5.0 million to $71.8 million at June 30, 2011 from $76.8 million at December 31, 2010 as a result of paying off a maturing advance.

Total stockholders’ equity increased $22.3 million, or 53.2%, to $64.2 million at June 30, 2011 from $41.9 million at December 31, 2010. The increase resulted from our initial public offering net proceeds of $21.8 million which closed on January 19, 2011, and net income of $446,000 during the six months ended June 30, 2011. The gross proceeds were $25.1 million which were netted against an unearned ESOP of $2.0 million and offering expenses of $1.3 million.

Comparison of Operating Results for the Three Months Ended June 30, 2011 and 2010

General. We recorded net income of $244,000 for the three months ended June 30, 2011 compared to net loss of $4.0 million for the three months ended June 30, 2010. Net interest income increased $374,000 to $2.3 million for the three months ended June 30, 2011 from $1.9 million for the three months ended June 30, 2010, and other noninterest income increased $19,000 to $297,000 for the three months ended June 30, 2011 from $278,000 for the year earlier period.

Interest and Dividend Income. Interest and dividend income decreased $200,000, or 5.3%, to $3.6 million for the three months ended June 30, 2011 from $3.8 million for the three months ended June 30, 2010, as the average balance of interest-earning assets decreased $8.4 million to $297.3 million for the three months ended June 30, 2011 from $305.7 million for the three months ended June 30, 2010, and the average yield on interest-earning assets decreased 13 basis points to 4.84% during the 2011 period from 4.97% during the 2010 period. The decrease in our average yield on interest-earning assets was due primarily to the general decline in market interest rates as well as low-yielding cash and cash equivalents.

The biggest component decrease in average interest-earning assets was in the other interest-earning assets category, consisting of interest-earning overnight funds and time deposits, which decreased $10.3 million, or 16.8%, to $51.1 million for the three months ended June 30, 2011 from $61.4 million for the three months ended June 30, 2010. The average yield on this investment type decreased 43 basis points from 0.82% to 0.39%, resulting in a $76,000 decrease in interest income from other interest-earning assets to $50,000 for the three months ended June 30, 2011 from $126,000 for the three months ended June 30, 2010. This was offset by an increase in average net loans, which increased $2.8 million, or 1.2%, to $241.3 million for the three months ended June 30, 2011 from $238.5 million for the three months ended June 30, 2010. Additionally, the average balance of securities held-to-maturity decreased $754,000, or 68.5%, to $322,000 for the June 30, 2011 period from $1.1 million for the June 30, 2010 period.

Interest income on loans decreased $121,000, or 3.4%, to $3.5 million for the three months ended June 30, 2011 from $3.6 million for the three months ended June 30, 2010, as the average yield on loans decreased 27 basis points to 5.83% for the three months ended June 30, 2011 from 6.10% for the three months ended June 30, 2010 reflecting the lower market interest rate environment, and the average balance of loans increased $2.8 million, or 1.2%, to $241.3 million for the three months ended June 30, 2011 from $238.5 million for the three months ended June 30, 2010.

Interest income on investment securities and other interest-earning assets, and dividends on FHLB of Indianapolis stock decreased $79,000, or 49.4%, to $81,000 for the three months ended June 30, 2011 from $160,000 for the three months ended June 30, 2010. The decrease was primarily attributable to a decrease in the average balance of other interest-earning assets, consisting of interest-earning overnight funds and time deposits. The average balance for the quarter ended June 30, 2010 of other interest-earning assets was $61.4 million, compared to the average balance June 30, 2011 of $51.1 million. This represents a decrease of $10.3 million or 16.8%.

Interest Expense. Interest expense decreased $574,000, or 30.2%, to $1.3 million for the three months ended June 30, 2011 from $1.9 million for the three months ended June 30, 2010, as the average balance of interest-bearing liabilities decreased $24.6 million, or 9.2%, to $241.4 million for the three months ended June 30, 2011 from $266.0 million for the three months ended June 30, 2010, and the average rate we paid on these liabilities decreased 66 basis points to 2.16% from 2.82%. The biggest component decrease was in interest expense on certificates of deposit which decreased $361,000, or 49.0%, to $375,000 for the three months ended June 30, 2011 from $736,000 for the three months ended June 30, 2010. This resulted from a $23.8 million decrease in the average balance of certificates of deposits to $79.2 million for the three months ended June 30, 2011 from $103.0 million for the three months ended June 30, 2010. The yield on certificates of deposit decreased 96 basis points to 1.90% for the 2011 period from 2.86% for the 2010 period.

The average balance of our core deposits, consisting of checking accounts, money market accounts and savings accounts, increased $15.5 million, or 20.7%, to $90.4 million for the three months ended June 30, 2011 from $74.9 million for the three months ended June 30, 2010. However, the interest on core deposits decreased $3,000 to $89,000 for the 2011 period from $92,000 for the 2010 period.

Interest expense on borrowed funds, consisting entirely of Federal Home Loan Bank advances, decreased by $210,000, or 19.1%, to $840,000 for the three months ended June 30, 2011 from $1.1 million for the three months ended June 30, 2010, as our average balance of these borrowings decreased $16.3 million and the average rate paid decreased 9 basis points to 4.68% from 4.77%.

Net Interest Income. Net interest income increased $374,000, or 19.7%, to $2.3 million for the three months ended June 30, 2011 from $1.9 million for the three months ended June 30, 2010, as our average net interest-earning assets increased to $55.9 million from $39.7 million, our net interest rate spread increased 53 basis points to 2.68% from 2.15% and our net interest margin increased 54 basis points to 2.98% from 2.44%. The increases in our net interest rate spread and net interest margin reflected the paying off of our maturing, higher interest rate FHLB advances and managing the maturities of higher interest rate certificates of deposit, offset by our ongoing interest rate risk strategy of selling in the secondary market long-term, fixed-rate one- to four-family residential mortgage loans during the current low interest rate environment.

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies — Allowance for Loan Losses,” in the December 31, 2010 10-K, we recorded a provision for loan losses of $400,000 for the three months ended June 30, 2011 and a provision for loan losses of $3.2 million for the three months ended June 30, 2010. We have continued with additional provisions in 2011 because of elevated levels of non-performing assets, delinquencies and classified assets, as well as continued concerns about the Michigan economy, elevated levels of unemployment, and declining collateral values. At June 30, 2011, non-performing loans totaled $14.6 million, or 6.0% of total loans, as compared to $10.7 million, or 4.5% of total loans, at June 30, 2010. The allowance for loan losses to total loans receivable remains at historically elevated levels of 4.0% at June 30, 2011 and December 31, 2010.

The increase in non-performing loans was primarily due to one loan relationship of $5.6 million that was moved to non-performing status as of June 30, 2011. Each of the loans within this relationship has been classified as substandard since 2009; however the loans were performing until this quarter.

Of the $5.6 million loan relationship, approximately 50% is collateralized by developed commercial land and approximately 50% is collateralized by developed residential single-family lots and three single-family homes built on speculation. The entire relationship is cross collateralized and all of these properties are located within Michigan.

All loans rated substandard are specifically reviewed for impairment at least quarterly. After conducting the quarterly impairment analysis, the specific allowance for to this relationship was increased from $90,000 to $500,000 as of June 30, 2011. We have maintained regular communications with the borrower regarding monthly payments and financial performance, with the goal of reaching a mutually beneficial workout strategy. Overall, management continues to focus on resolving nonperforming assets and improving asset quality. In addition to our collections department personnel, in working out loans we continue to involve business development officers and, on significant assets, underwriters and senior management.

The allowance for loan losses as a percentage of non-performing loans decreased to 69.2% at June 30, 2011 from 94.8% at June 30, 2010. As discussed earlier our non-performing loans increased by $3.9 million from June 30, 2010 to June 30, 2011. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at June 30, 2011 and 2010.

Noninterest Income. Noninterest income increased by $19,000, or 6.8%, to $297,000 for the three months ended June 30, 2011 from $278,000 for the three months ended June 30, 2010. The increase was primarily attributable to an increase in gross rental income on real estate owned of $35,000 due to increased volume on foreclosed rental properties and the net gain on the sale of real estate owned of $20,000, offset by a decrease of $43,000 in gain on sale of mortgage loans.

Noninterest Expense. Noninterest expense decreased $3.3 million, or 64.7%, to $1.8 million for the three months ended June 30, 2011 from $5.1 million for the three months ended June 30, 2010. This was primarily attributable to a $3.0 million decrease in salaries and related expenses due to a $3.2 million charge we incurred in June 2010 in connection with the freezing and funding of our multi-employer defined benefit pension plan. We also had a decrease of $331,000 in other expenses resulting primarily from a $356,000 expense we incurred in connection with an external wire transfer fraud in 2010. An increase of $80,000 in real estate operations due to increased volume of legal and maintenance expenses on foreclosed rental properties during the quarter ended June 30, 2011, was offset by a decrease in loan legal expenses of $86,000.

Income Tax Expense (Benefit). We recorded a $127,000 income tax expense for the three months ended June 30, 2011 compared to a $(2.1 million) income tax benefit for the 2010 period, reflecting the income of $371,000 before income tax expense during the three months ended June 30, 2011 versus loss before income tax of $6.0 million for the three months ended June 30, 2010. Our effective tax expense rate was 34.3% for the three months ended June 30, 2011 compared to an effective tax benefit rate of (33.9)% for the three months ended June 30, 2010.

Comparison of Operating Results for the Six Months Ended June 30, 2011 and 2010

General. We recorded net income of $446,000 for the six months ended June 30, 2011 compared to net loss of $3.9 million for the six months ended June 30, 2010. Net interest income increased $747,000 to $4.5 million for the six months ended June 30, 2011 from $3.8 million for the six months ended June 30, 2010, and other noninterest income increased $231,000 to $741,000 for the six months ended June 30, 2011 from $510,000 for the year earlier period.

Interest and Dividend Income. Interest and dividend income decreased $423,000, or 5.6%, to $7.2 million for the six months ended June 30, 2011 from $7.6 million for the six months ended June 30, 2010, as the average balance of interest-earning assets decreased $8.3 million to $298.0 million for the six months ended June 30, 2011 from $306.3 million for the six months ended June 30, 2010, and the average yield on interest-earning assets decreased 15 basis points to 4.83% during the 2011 period from 4.98% during the 2010 period. The decrease in our average yield on interest-earning assets was due primarily to the general decline in market interest rates as well as low-yielding cash and cash equivalents.

The biggest component decrease in average interest-earning assets was in the other interest-earning assets category, consisting of interest-earning overnight funds and time deposits, which decreased $6.4 million, or 10.6% to $54.2 million for the six months ended June 30, 2011 from $60.6 million for the six months ended June 30, 2010. The average yield on this investment type decreased 40 basis points from 0.85% to 0.45%, resulting in a $135,000 decrease in interest income from other interest-earning assets to $122,000 for the six months ended June 30, 2011 from $257,000 for the six months ended June 30, 2010. Additionally, the average balance of securities held-to-maturity decreased $924,000, or 77.0%, to $324,000 for the June 30, 2011 period from $1.2 million for the June 30, 2010 period, and the average net loans decreased $874,000, or 0.4%, to $238.9 million for the six months ended June 30, 2011 from $239.8 million for the six months ended June 30, 2010.

Interest income on loans decreased $281,000, or 3.8%, to $7.0 million for the six months ended June 30, 2011 from $7.3 million for the six months ended June 30, 2010, as the average yield on loans decreased 22 basis points to 5.87% for the six months ended June 30, 2011 from 6.09% for the six months ended June 30, 2010 reflecting the lower market interest rate environment, and the average balance of loans decreased $857,000, or 0.4%, to $238.9 million for the six months ended June 30, 2011 from $239.8 million for the six months ended June 30, 2010.

Interest income on investment securities and other interest-earning assets, and dividends on FHLB of Indianapolis stock decreased $142,000, or 43.3%, to $186,000 for the six months ended June 30, 2011 from $328,000 for the six months ended June 30, 2010. This decrease was primarily attributable to a decrease in the average balance of other interest-earning assets, consisting of interest-earning overnight funds, and time deposits and a decrease in the weighted average yield paid on these interest-earning assets. The average balance as of June 30, 2010 of other interest-earning assets was $60.6 million, compared to the average balance for the six months ended June 30, 2011 of $54.2 million. This decrease of $6.4 million represents a decrease of 10.6%. The weighted average yield paid on these interest-earning assets decreased 35 basis points to 0.63% for the 2011 period from 0.98% for the 2010 period.

Interest Expense. Interest expense decreased $1.2 million, or 31.6%, to $2.6 million for the six months ended June 30, 2011 from $3.8 million for the six months ended June 30, 2010, as the average balance of interest-bearing liabilities decreased $23.9 million, or 9.0%, to $242.7 million for the six months ended June 30, 2011 from $266.6 million for the six months ended June 30, 2010. The average rate we paid on these liabilities decreased 69 basis points to 2.16% from 2.85%. The biggest component decrease was in interest expense on certificates of deposit which decreased $702,000, or 46.8%, to $786,000 for the six months ended June 30, 2011 from $1.5 million for the six months ended June 30, 2010. This resulted from a $23.1 million decrease in the average balance of certificates of deposits to $80.5 million for the six months ended June 30, 2011 from $103.6 million for the six months ended June 30, 2010. The yield on certificates of deposit decreased 92 basis points to 1.95% for the 2011 period from 2.87% for the 2010 period.

The average balance of our core deposits, consisting of checking accounts, money market accounts and savings accounts, increased $16.3 million, or 22.0%, to $90.4 million for the six months ended June 30, 2011 from $74.1 million for the six months ended June 30, 2010. Correspondingly, the interest on core deposits increased $11,000 to $187,000 for the 2011 period from $176,000 for the 2010 period.

Interest expense on borrowed funds, consisting entirely of Federal Home Loan Bank advances, decreased by $479,000, or 22.8%, to $1.7 million for the six months ended June 30, 2011 from $2.1 million for the six months ended June 30, 2010, as our average balance of these borrowings decreased $17.1 million and the average rate paid decreased 19 basis points to 4.60% from 4.79%.

Net Interest Income. Net interest income increased $747,000, or 19.7%, to $4.6 million for the six months ended June 30, 2011 from $3.8 million for the six months ended June 30, 2010, as our net interest-earning assets increased to $55.4 million from $39.7 million, our net interest rate spread increased 54 basis points to 2.67% from 2.13% and our net interest margin increased 53 basis points to 2.96% from 2.43%. The increases in our net interest rate spread and net interest margin reflected the paying off of our maturing, higher interest rate FHLB advances and managing the maturities of higher interest rate certificates of deposit, offset by our ongoing interest rate risk strategy of selling in the secondary market long-term, fixed-rate one- to four-family residential mortgage loans during the current low interest rate environment.

losses of $3.5 million for the six months ended June 30, 2010. We have continued with additional provisions in 2011 because of elevated levels of non-performing assets, delinquencies and classified assets, as well as continued concerns about the Michigan economy, elevated levels of unemployment, and declining collateral values. At June 30, 2011, non-performing loans totaled $14.6 million, or 6.0% of total loans, as compared to $10.7 million, or 4.5% of total loans, at June 30, 2010. The allowance for loan losses to total loans receivable remains at historically elevated levels of 4.0% at June 30, 2011 and December 31, 2010. The increase in non-performing loans was primarily due to one loan relationship of $5.6 million that was moved to non-performing stats as of June 30, 2011. The primary collateral for this relationship consists of residential and commercial development land. Each of the loans within this relationship has been classified as substandard since 2009; however, it had been a performing relationship until this quarter. After conducting the quarterly impairment analysis, the specific allowance attributable to this relationship was increased from $90,000 to $500,000 as of June 30, 2011.

The allowance for loan losses as a percentage of non-performing loans decreased to 69.2% at June 30, 2011 from 94.8% at June 30, 2010. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at June 30, 2011 and 2010.

Noninterest Income. Noninterest income increased by $231,000, or 45.3%, to $741,000 for the six months ended June 30, 2011 from $510,000 for the six months ended June 30, 2010. The increase was primarily attributable to an increase in gross rental income on real estate owned of $92,000 due to increased volume on foreclosed rental properties, an increase in the net gain on the sale of real estate owned of $75,000, and a $31,000 gain on the sale of a fixed asset recognized in 2011.

Noninterest Expense. Noninterest expense decreased $2.9 million, or 42.6%, to $3.9 million for the six months ended June 30, 2011 from $6.8 million for the six months ended June 30, 2010, primarily attributable to a $3.0 million decrease in salaries and related expenses due to a $3.2 million charge we incurred in June 2010 in connection with the freezing and funding of our multi-employer defined benefit pension plan. We also had a decrease of $293,000 in other expenses resulting primarily from a $356,000 expense we incurred in connection with an external wire transfer fraud in 2010, offset by an increase in the 2011 period of $442,000 in real estate operations due to increased volume of legal and maintenance expenses on foreclosed rental properties.

Income Tax Expense (Benefit). We recorded a $234,000 income tax expense for the six months ended June 30, 2011 compared to a $(2.0 million) income tax benefit for the 2010 period, reflecting the income of $680,000 before income tax expense during the six months ended June 30, 2011 versus loss before income tax of $5.9 million for the six months ended June 30, 2010. Our effective tax expense rate was 34.4% for the six months ended June 30, 2011 compared to an effective tax benefit rate of (33.9)% for the six months ended June 30, 2010.

Asset Quality

Real estate owned totaled $2.0 million, or 0.7% of total assets, at June 30, 2011 as compared to $1.0 million, or 0.3% of total assets, at June 30, 2010. The largest relationship as of June 30, 2011 comprised $305,000, or 15.3% which decreased to $608,000 from March 31, 2011 due to property sales.

Non-performing assets totaled $16.6 million, or 5.4% of total assets, at June 30, 2011 as compared to $11.7 million, or 3.8% of total assets, at June 30, 2010. The largest substandard relationship as of June 30, 2011 has a total balance of $5.6 million with a specific allowance of $500,000. Of the $25.9 million loans rated substandard, approximately $10.8 million are performing.

At June 30, 2011, we had 18 loans, totaling $6.1 million, for which we had temporarily extended the maturities while working on the loan renewal process. During the renewal process, the borrowers continue repayment according to the original loan terms which are at market interest rates. Of these loans, two loans totaling $875,000 were classified as substandard and four loans, totaling $590,000, were considered special mention. At June 30, 2011, none of these loans was considered a troubled debt restructuring, and all of these loans were considered performing at June 30, 2011.

Hiring of Executive Vice President

In June 2011, we hired an Executive Vice President to oversee the commercial and retail business development and marketing teams. The position also includes responsibility for expanding customer banking relationships and improving our growth and profitability.

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as the Registrant is a smaller reporting company.

ITEM 4.

Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and the and Chief Operating Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2011. Based on that evaluation, our management, including the Chief Executive Officer and the Chief Operating Officer and Treasurer, concluded that our disclosure controls and procedures were effective.

During the quarter ended June 30, 2011, there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

We are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on our financial condition or results of operations.

ITEM 1A. Risk Factors

Not applicable, as the Registrant is a smaller reporting company.

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

(a)

There were no sales of unregistered securities during the period covered by this Report.

(b)

Not applicable.

(c)

There were no issuer repurchases of securities during the period covered by this Report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Reserved]

Item 5. Other Information

None.

Item 6. Exhibits


31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.


		WOLVERINE BANCORP, INC.

Date: August 12, 2011		/s/ David H. Dunn
		David H. Dunn
		President and Chief Executive Officer

Date: August 12, 2011		/s/ Rick A. Rosinski
		Rick A. Rosinski
		Chief Operating Officer and Treasurer

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