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EX-23.1 - CONSENT - COMMUNITY FINANCIAL SHARES INCd474600dex231.htm
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As filed with the Securities and Exchange Commission on February 11, 2013

Registration No. 333-186269

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

COMMUNITY FINANCIAL SHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6022   36-4387843

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

357 Roosevelt Road

Glen Ellyn, Illinois 60137

(630) 545-0900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Scott W. Hamer

President and Chief Executive Officer

357 Roosevelt Road

Glen Ellyn, Illinois 60137

(630) 545-0900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Edward G. Olifer, Esq.

Aaron M. Kaslow, Esq.

Kilpatrick Townsend & Stockton LLP

607 14th Street, NW, Suite 900

Washington, DC 20005

(202) 508-5800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

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

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

 

 

 

Calculation of Registration Fee

 

Title of Each

Class of Securities

to be Registered

  Amount to be
Registered
  Proposed Maximum
Offering Price Per
Share
 

Proposed

Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Common Stock, no par value per share (1)

  3,000,000   $1.00   $3,000,000 (2)   $410.00 (2)

Rights to Purchase Shares of Common Stock

    (2)   (3)   (3)

 

 

(1) This Registration Statement relates to the shares of common stock deliverable upon the exercise of non-transferable subscription rights pursuant to the rights offering described herein. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution of the shares of Common Stock covered hereby resulting from stock splits, stock dividends or similar transactions.

 

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.

 

(3) Pursuant to Rule 457(g), no separate registration fee is required for the rights.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 

 


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated             , 2013.

PRELIMINARY PROSPECTUS

[Community Financial Shares, Inc. Logo]

Up to 3,000,000 Shares of Common Stock

Issuable upon the exercise of Subscription Rights at $1.00 per share

We are distributing, at no charge to our shareholders, non-transferable subscription rights to purchase up to 3,000,000 shares of our common stock, no par value per share. Subscription rights will be distributed to persons who owned shares of our common stock as of 5:00 p.m. Eastern Time, on December 20, 2012, the record date of the rights offering.

Each subscription right will entitle you to purchase 2.4091 shares of our common stock at the subscription price of $1.00 per share, which we refer to as the basic subscription privilege. If you fully exercise your basic subscription privilege and other shareholders do not fully exercise their basic subscription privileges, you will be entitled to exercise an over-subscription privilege, subject to certain limitations and subject to allotment, to purchase a portion of the unsubscribed shares of our common stock at the same subscription price of $1.00 per share. To the extent you properly exercise your over-subscription privilege for an amount of shares that exceeds the number of the unsubscribed shares available to you, any excess subscription payments received by the subscription agent will be returned to you, without interest, as soon as practicable following the expiration of the rights offering. Funds we receive from subscribers in the rights offering will be held in escrow by the subscription agent until the rights offering is completed or canceled.

The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on [EXPIRATION DATE]. We reserve the right to extend the expiration date one or more times, but in no event will we extend the rights offering beyond [EXPIRATION DATE #2].

We may enter into investor agreements with certain institutional investors and high net worth individuals, pursuant to which such investors will agree to purchase, in a concurrent private offering to be closed after the conclusion of the rights offering, either a minimum number of common shares, or a certain number of the remaining common shares that are not purchased through the exercise of rights, or both. The maximum number of common shares to be issued by us in the rights offering and the subsequent private offering will not exceed 3,000,000 common shares.

We reserve the right to cancel, at any time, the rights offering. If the rights offering is cancelled, all subscription payments received by the subscription agent will be promptly returned, without interest or penalty.

You should carefully consider whether to exercise your subscription rights prior to the expiration of the rights offering. All exercises of subscription rights are irrevocable. Our board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned and will not be quoted on the OTCQB or on any stock exchange or market.

Our common stock is quoted on the OTCQB under the trading symbol “CFIS.” The last reported sales price of our shares of common stock on             , 2013 was $            per share.

OFFERING SUMMARY

Price: $1.00 per share

 

     Maximum  

Number of shares

     3,000,000   

Gross offering proceeds

   $ 3,000,000   

Estimated offering expenses

   $ 225,000   

Net proceeds

   $ 2,775,000   

Net proceeds per share

   $ 0.93   

This investment involves risks, including the possible loss of principal.

Please read “Risk Factors” beginning on page __.

These securities are not deposits, savings accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2013.


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[Map of Community Bank – Wheaton/Glen Ellyn Branch Offices]


Table of Contents

TABLE OF CONTENTS

 

     Page  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     1   

QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING

     3   

SUMMARY

     9   

RISK FACTORS

     17   

UNAUDITED PRO FORMA FINANCIAL INFORMATION

     26   

USE OF PROCEEDS

     30   

CAPITALIZATION

     31   

MARKET FOR THE COMMON STOCK AND DIVIDEND INFORMATION

     32   

BUSINESS

     33   

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

     52   

MANAGEMENT

     70   

EXECUTIVE COMPENSATION

     74   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     77   

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     80   

SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

     80   

THE RIGHTS OFFERING

     81   

DESCRIPTION OF CAPITAL STOCK

     89   

PLAN OF DISTRIBUTION

     92   

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

     93   

LEGAL MATTERS

     96   

EXPERTS

     96   

WHERE YOU CAN FIND MORE INFORMATION

     96   

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     97   

You should rely only on the information contained in this prospectus. We have not, and nor has our subscription agent, IST Shareholders Services, or our information agent, AST Phoenix Advisors, authorized anyone to provide you with different information. The information contained in this prospectus is accurate only as of the date of this prospectus regardless of the time of delivery of this prospectus or any exercise of the subscription rights. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

Unless the context indicates otherwise, all references in this prospectus to “we,” “our” and “us” refer to Community Financial Shares and our subsidiaries, including Community Bank—Wheaton/Glen Ellyn; except that in the discussion of our subscription rights and capital stock and related matters these terms refer solely to Community Financial Shares and not to any of our subsidiaries. In this prospectus, we sometimes refer to Community Bank—Wheaton/Glen Ellyn as the “Bank” and we will refer to the rights offering as the “rights offering.”


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Community Financial Shares from time to time includes forward-looking statements in its oral and written communications. Community Financial Shares may include forward-looking statements in filings with the Securities and Exchange Commission, such as this prospectus, in other written materials and in oral statements made by senior management to analysts, investors, representatives of the media and others. Community Financial Shares intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and Community Financial Shares is including this statement for purposes of these safe harbor provisions. Forward-looking statements can often be identified by the use of words like “estimate,” “project,” “intend,” “anticipate,” “expect” and similar expressions. These forward-looking statements include:

 

   

Statements of Community Financial Shares’ goals, intentions and expectations;

 

   

Statements regarding Community Financial Shares’ business plan and growth strategies;

 

   

Statements regarding the asset quality of Community Financial Shares’ loan and investment portfolios; and

 

   

Estimates of Community Financial Shares’ risks and future costs and benefits.

Community Financial Shares’ 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 Community Financial Shares 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 Community Financial Shares 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 Community Financial Shares’ 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;

 

   

An inability to meet our liquidity needs;

 

   

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

 

   

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

 

   

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

 

   

Our ability to comply with the requirements of the consent order we have entered into with the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation 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

 

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action or the imposition of additional enforcement action by regulatory authorities upon Community Financial Shares or its wholly owned subsidiary as a result of our inability to comply with applicable laws, regulations, regulatory orders and agreements;

 

   

Our ability to utilize our net deferred tax assets in future periods;

 

   

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

 

   

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

 

   

The inability of Community Financial Shares 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 Community Financial Shares 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 Community Financial Shares and its customers;

 

   

The ability of Community Financial Shares to develop and maintain secure and reliable electronic systems;

 

   

The ability of Community Financial Shares to retain key executives and employees and the difficulty that Community Financial Shares 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;

 

   

The ability of Community Financial Shares to manage the risks associated with the foregoing as well as anticipated;

 

   

Uncertainty regarding the amount of proceeds received from the rights offering;

 

   

The effects of the rights offering or the terms thereof on the price of our common stock;

 

   

Our ability to cancel the rights offering; and

 

   

The other risk factors described under the heading “Risk Factors” in this prospectus.

Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made.

You should read carefully this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify all of our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

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QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about the rights offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the rights offering. This prospectus contains more detailed descriptions of the terms and conditions of the rights offering and provides additional information about us and our business, including potential risks related to the rights offering, the common stock of the Company, and our business.

What is the rights offering?

We are distributing, at no charge, to holders of our shares of common stock, non-transferable subscription rights to purchase shares of our common stock. You will receive one subscription right for each share of common stock you owned as of 5:00 p.m., Eastern Time, on December 20, 2012, the record date. Each subscription right entitles the holder to a basic subscription privilege and an over-subscription privilege, which are described below. The shares to be issued in the rights offering, like our existing shares of common stock, will be quoted on the OTCQB under the symbol “CFIS.” If our shareholders do not exercise their subscription rights in full, we will not issue the full number of shares authorized for issuance in connection with the rights offering.

What is the concurrent private offering?

We may enter into investor agreements with certain institutional investors and high net worth individuals, pursuant to which such investors will agree to purchase, in a concurrent private offering to be closed after the conclusion of the rights offering, either a minimum number of common shares, or a certain number of the remaining common shares that are not purchased through the exercise of rights, or both. The maximum number of common shares to be issued by us in the rights offering and the subsequent private offering will not exceed 3,000,000 common shares.

Why are we conducting the rights offering?

On November 13, 2012, Community Financial Shares 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 voting Series C Convertible Noncumulative Perpetual Preferred Stock (the “Series C Preferred Stock”) at $100.00 per share, 56,708 shares of nonvoting Series D Convertible Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) at $100.00 per share and 6,728 shares of nonvoting Series E Convertible Noncumulative Perpetual Preferred Stock (the “Series E Preferred Stock”) at $100.00 per share (the “Investment”). The closing of the Investment occurred on December 21, 2012.

We are conducting this rights offering as required by the Securities Purchase Agreement to holders of our common stock as of December 20, 2012 (the “Pre-Investment Shareholders”) to provide the Pre-Investment Shareholders with the opportunity to purchase up to 3.0 million shares of our common stock at a purchase price per share equal to the conversion price of the Series C Preferred Stock (currently $1.00 which is the same price per share of common stock offered to investors in the Investment). The Securities Purchase Agreement provides that, to the extent the rights offering dilutes their voting or economic ownership interests, four of the investors will have the option of purchasing additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering to permit them to maintain both the voting and economic ownership interest in the Company that those investors had immediately after the closing of the Investment. Assuming that 3.0 million shares of common stock are sold in the rights offering, these four investors would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering.

 

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What is the basic subscription privilege?

The basic subscription right gives our stockholders the opportunity to purchase an aggregate of 3,000,000 shares of our common stock at a subscription price of $1.00 per share. For each share of our common stock you owned as of the record date for the rights offering, your basic subscription right gives you the opportunity to purchase 2.4091 shares of our common stock. For example, if you owned 100 shares of common stock as of the record date, you would have received 100 subscription rights and would have the right to purchase 240.9 shares of our common stock (rounded down to 240 shares, with the total subscription payment being adjusted accordingly, as discussed below) for $1.00 per full share (or a total payment of $240.00). You may exercise all or a portion of your basic subscription right, or you may choose not to exercise any subscription rights at all. If you exercise less than your full basic subscription right, however, you will not be entitled to subscribe for shares under your over-subscription option.

If you hold a Community Financial Shares stock certificate, the number of rights you may exercise pursuant to your basic subscription privilege is indicated on the enclosed rights certificate. If you hold your shares in the name of a custodian bank, broker, dealer or other nominee, you will not receive a rights certificate. Instead, the Depository Trust Company will issue one subscription right to the nominee record holder for each share of our common stock that you own at the record date. If you are not contacted by your custodian bank, broker, dealer or other nominee, you should contact your nominee as soon as possible.

What is the over-subscription privilege?

In the event that you purchase all of the shares of our common stock available to you pursuant to your basic subscription privilege, you may also choose to purchase a portion of any shares of our common stock that are not purchased by our other shareholders through the exercise of their basic subscription privileges. You should indicate on your rights certificate how many additional shares you would like to purchase pursuant to your over-subscription privilege.

If sufficient shares of common stock are available, we will seek to honor your over-subscription request in full. If, however, over-subscription requests exceed the number of shares of common stock available, we will allocate the available shares of common stock among shareholders who over-subscribed by multiplying the number of shares requested by each shareholder through the exercise of their over-subscription privileges by a fraction that equals (x) the number of shares available to be issued through over-subscription privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their over-subscription privileges. As described above for the basic subscription privilege, we will not issue fractional shares through the exercise of over-subscription privileges.

In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege at the time you deliver payment related to your basic subscription privilege. Because we will not know the actual number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available to you. See “The Rights Offering—Subscription Rights—Over-Subscription Privilege.”

How was the $1.00 per share subscription price determined?

The Securities Purchase Agreement we previously entered into with investors provides that, following the receipt of $24.0 million in proceeds from the Investment, Community Financial Shares may conduct a rights offering to stockholders as of December 20, 2012 pursuant to which stockholders may purchase up to 3,000,000 shares of common stock at a purchase price of $1.00 per share. The $1.00 per share subscription price is designed to provide our shareholders as of December 20, 2012 with the opportunity to purchase shares of our common stock at the same price as the conversion price of the preferred shares and the same price as the common stock issued to investors in the Investment.

The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of our common stock to be offered in the rights offering. You should not assume or expect that, after the rights offering, our shares of common stock will trade at or above the $1.00 purchase price.

 

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Am I required to exercise all of the subscription rights I receive in the rights offering?

No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. If you do not exercise any subscription rights, the number of shares of our common stock you own will not change. However, if you choose not to exercise your basic subscription rights in full, your ownership interest in Community Financial Shares will be further diluted as a result of the rights offering, and even if you fully exercise your basic subscription rights, but do not exercise a certain level of over-subscription rights (to the extent shares are available through the over-subscription privilege), you will experience dilution as a result of the sale of shares to investors in the private offering we are conducting concurrently with the rights offering. In addition, if you do not exercise your basic subscription privilege in full, you will not be entitled to participate in the over-subscription privilege.

How soon must I act to exercise my subscription rights?

If you received a rights certificate and elect to exercise any or all of your subscription rights, the subscription agent must receive your completed and signed rights certificate and payments prior to the expiration of the rights offering, which is [EXPIRATION DATE], at 5:00 p.m., Eastern Time. If you hold your shares in the name of a custodian bank, broker, dealer or other nominee, your nominee may establish a deadline prior to 5:00 p.m. Eastern Time, on [EXPIRATION DATE] by which you must provide it with your instructions to exercise your subscription rights and payment for your shares. Our board of directors may, in its discretion, extend the rights offering one or more times, but in no event will the expiration date be later than [EXPIRATION DATE #2] . Our board of directors may cancel or amend the rights offering at any time. In the event that the rights offering is cancelled, all subscription payments received will be returned promptly, without interest or penalty.

Although we will make reasonable attempts to provide this prospectus to holders of subscription rights, the rights offering and all subscription rights will expire at 5:00 p.m., Eastern Time on [EXPIRATION DATE] (unless extended), whether or not we have been able to locate each person entitled to subscription rights.

May I transfer my subscription rights?

No. You may not sell, transfer or assign your subscription rights to anyone. Subscription rights will not be quoted on the OTCQB or any stock exchange or market. Rights certificates may only be completed by the shareholder who receives the certificate.

Are we requiring a minimum subscription to complete the rights offering?

There is no individual or aggregate minimum purchase requirement in the rights offering.

Is there a limit to how much stock being issued in the rights offering?

We will accept subscriptions for up to an aggregate of $3.0 million of common stock in the rights offering.

Has our board of directors made a recommendation to our shareholders regarding the rights offering?

No. Our board of directors is making no recommendation regarding your exercise of the subscription rights. Shareholders who exercise subscription rights risk investment loss on new money invested. We cannot predict the price at which our shares of common stock will trade; therefore, we cannot assure you that the market price for our common stock will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.

Are there any limits on the number of shares I may purchase in the rights offering?

Subject to the discretion of the board of directors, a person, together with certain related persons and associates, may not purchase a number of shares such that upon completion of the rights offering the person owns securities representing in excess of 4.9% of Community Financial Shares’ outstanding voting interests.

 

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Additionally, federal law generally requires prior regulatory approval for any person or persons acting in concert to acquire 10% or more of our voting securities. We will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, or to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [EXPIRATION DATE], such clearance or approval has not been obtained and/or any applicable waiting period has not expired. If we elect not to issue shares in such a case, the unissued shares will become available to satisfy over-subscription elections by other shareholders pursuant to their subscription rights.

How do I exercise my subscription rights if I own shares in certificate form?

If you hold a Community Financial Shares stock certificate and you wish to participate in the rights offering, you must take the following steps:

 

   

deliver a properly completed and signed rights certificate, and related subscription documents, to the subscription agent before 5:00 p.m., Eastern Time, on [EXPIRATION DATE]; and

 

   

deliver payment to the subscription agent before 5:00 p.m., Eastern Time, on [EXPIRATION DATE].

In certain cases, you may be required to provide additional documentation or signature guarantees.

Please follow the delivery instructions on the rights certificate. Do not deliver documents to Community Financial Shares. You are solely responsible for completing delivery to the subscription agent of your subscription documents, rights certificate and payment. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent so that they are received by the subscription agent by 5:00 p.m. Eastern Time, on [EXPIRATION DATE].

If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received, subject to the availability of shares under the over-subscription privilege and the elimination of fractional shares. Any excess subscription payments received by the subscription agent will be returned, without interest, as soon as practicable following the expiration of the rights offering.

What form of payment is required to purchase the shares of our common stock?

As described in the instructions accompanying the rights certificate, payments submitted to the subscription agent must be made in full United States currency by:

 

   

personal check;

 

   

bank check or bank draft payable to Community Financial Shares, Inc., drawn upon a United States bank;

 

   

postal, telegraphic or express money order payable to             ; or

 

   

wire transfer of immediately available funds to the account maintained by             .

What should I do if I want to participate in the rights offering, but my shares are held in the name of a custodian bank, broker, dealer or other nominee?

If you hold your shares of common stock through a custodian bank, broker, dealer or other nominee, then your nominee is the record holder of the shares you own. If you are not contacted by your nominee, you should contact your nominee as soon as possible. Your nominee must exercise the subscription rights on your behalf for

 

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the shares of common stock you wish to purchase. You will not receive a rights certificate. Please follow the instructions of your nominee. Your nominee may establish a deadline that may be before the 5:00 p.m., Eastern Time, [EXPIRATION DATE] expiration date that we have established for the rights offering.

When will I receive my new shares?

If you purchase stock in the rights offering by submitting a rights certificate and payment, we will mail you a stock certificate as soon as practicable after the expiration date of the rights offering. If your shares as of December 20, 2012 were held by a custodian bank, broker, dealer or other nominee, and you participate in the rights offering, you will not receive stock certificates for your new shares. Your nominee will be credited with the shares of common stock you purchase in the rights offering as soon as practicable after the expiration of the rights offering.

After I send in my payment and rights certificate, may I cancel my exercise of subscription rights?

No. All exercises of subscription rights are irrevocable unless the rights offering is terminated, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of our common stock in the rights offering.

Are there any conditions to completing the rights offering?

No, there are no conditions to completing the rights offering.

Will our directors and officers participate in the rights offering?

On December 21, 2012, 13 of our directors and executive officers (including our former Chairman, who retired effective January 8, 2013) invested $1.2 million in Community Financial Shares through their purchase of 862,066 shares of common stock and 3,000 shares of preferred stock in the Investment. Additionally, we currently expect that Director Joseph S. Morrissey will purchase 30,000 shares, and Director John M. Mulherin will purchase 2,000 shares, of common stock in the rights offering. The purchase price paid by them will be $1.00 per share, the same price paid by all other persons who purchase shares of common stock in the rights offering. Following the rights offering, our current directors and executive officers, together with their affiliates, are expected to own 1,329,871 shares of common stock (including 300,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock).

After I send in my acknowledgement of subscription and my payment, may I cancel my exercise of subscription rights?

Once you submit the acknowledgement of subscription and your payment, you will not be allowed to revoke your subscription or request a refund of monies paid. All acknowledgements of subscriptions are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not submit an acknowledgement of subscription unless you are certain that you wish to purchase shares of our common stock at the subscription price.

What effects will the rights offering have on our outstanding common stock?

As of December 20, 2012, we had 1,245,267 shares of our common stock issued and outstanding. On December 21, 2012, the date following the record date for the rights offering, we issued an additional 4,315,300 shares of common stock and shares of preferred stock convertible into 19,684,700 shares of common stock to investors in the Investment. Assuming no options are exercised prior to the expiration of the rights offering and assuming all shares are sold in the rights offering, we expect approximately 8,560,567 shares of our common stock will be outstanding immediately after completion of the rights offering, assuming 3,000,000 shares of common stock are sold in the rights offering. In addition, up to 19,684,700 shares of common stock would be issuable to investors upon the conversion of the preferred stock sold by us in the first closing of the Investment.

The Securities Purchase Agreement provides that, to the extent the rights offering dilutes their ownership interests, four of the investors that participated in the Investment will have the option of purchasing additional shares of Company preferred stock at a second closing following the rights offering to permit them to maintain the ownership interest in the Company’s shares that those investors had immediately after the closing of the Investment.

 

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Assuming that 3.0 million shares of common stock are sold in the rights offering, these four investors would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering. For more information on the conversion rights of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, see “Description of Capital Stock—Preferred Stock—Series C Preferred Stock—Conversion Rights,” “—Series D Preferred Stock—Conversion Rights” and “—Series E Preferred Stock.”

The issuance of shares of our common stock in the rights offering will further dilute, and thereby reduce, your proportionate ownership in our shares of common stock unless you fully exercise your basic subscription privilege and a certain level of your over-subscription privilege (to the extent sufficient shares are available through the over-subscription process).

How much will we receive in net proceeds from the rights offering?

We expect that the aggregate rights offering proceeds, net of expenses, to be $2,625,000. We intend to use the offering proceeds to further increase Community Bank—Wheaton/Glen Ellyn’s capital levels in accordance with the terms of its outstanding regulatory order and to further capitalize Community Financial Shares. See “Use of Proceeds.”

Are there risks in exercising my subscription rights?

Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional shares of our common stock and should be considered as carefully as you would consider any other equity investment. Among other things, you should carefully consider the risks described under the heading “Risk Factors” in this prospectus.

If the rights offering is not completed, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If the rights offering is not completed, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty. If your shares are held in the name of a custodian bank, broker, dealer or other nominee, it may take longer for you to receive the refund of your subscription payment because the subscription agent will return payments through the record holder of your shares.

What fees or charges apply if I purchase shares of the common stock in the rights offering?

We are not charging any fee or sales commission to issue subscription rights to you or to issue shares to you if you exercise your subscription rights (other than the subscription price). If you exercise your subscription rights through a custodian bank, broker, dealer or other nominee, you are responsible for paying any fees your nominee may charge you.

Who should I contact if I have other questions?

If you have other questions regarding Community Financial Shares, Community Bank – Wheaton/Glen Ellyn or the rights offering, please contact our information agent, AST Phoenix Advisors, at (            )             -            (toll free), Monday through Friday (except bank holidays), between             :            a.m. and             :            p.m., Eastern Time. Banks and brokers may contact AST Phoenix Advisors at (            )             -            .

 

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SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information contained in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements and the accompanying notes for the year ended December 31, 2011, and our unaudited consolidated financial statements for the quarter ended September 30, 2012, in their entirety before you decide to exercise your subscription rights.

Company Information

Overview

Community Financial Shares is a registered bank holding company. The operations of Community Financial Shares and its banking subsidiary, Community Bank – Wheaton/Glen Ellyn, consist primarily of those financial activities common to the commercial banking industry, including but not limited to, demand, savings and time deposits, loans, mortgage loan origination for investors, cash management, electronic banking services, Internet banking services including bill payment, Community Investment Center services, and debit cards. Community Bank – Wheaton/Glen Ellyn serves a diverse customer base including individuals, businesses, governmental units, and institutional customers located primarily in Wheaton and Glen Ellyn and surrounding communities in DuPage County, Illinois. Community Bank – Wheaton/Glen Ellyn has banking offices in Glen Ellyn, and Wheaton, Illinois. All of the operating income of Community Financial Shares is attributable Community Bank-Wheaton/Glen Ellyn.

Community Financial Shares was incorporated in the State of Delaware in July 2000 as part of an internal reorganization whereby the stockholders of Community Bank—Wheaton/Glen Ellyn exchanged all of their Community Bank—Wheaton/Glen Ellyn Bank stock for all of the issued and outstanding stock of Community Financial Shares. The reorganization was completed in December 2000. As a result of the reorganization the former stockholders of Community Bank—Wheaton/Glen Ellyn acquired 100% of Community Financial Shares’ stock and Community Financial Shares acquired (and still holds) 100% of Community Bank—Wheaton/Glen Ellyn’s stock. The former Community Bank—Wheaton/Glen Ellyn stockholders received two shares of Community Financial Shares common stock for each share of Community Bank—Wheaton/Glen Ellyn common stock exchanged in the reorganization. Community Financial Shares was formed for the purpose of providing financial flexibility as a holding company for Community Bank—Wheaton/Glen Ellyn. At the present time, Community Financial Shares has no specific plans of engaging in any activities other than operating Community Bank—Wheaton/Glen Ellyn as a subsidiary.

Regulatory Matters

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

The Order requires Community Bank – Wheaton/Glen Ellyn to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At September 30, 2012, these capital ratios were 2.9% and 5.5%, respectively. As a result, Community Bank – Wheaton/Glen Ellyn was deemed to be “undercapitalized” as of such date pursuant to the regulatory framework for prompt corrective action and is subject to the mandatory provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 325 (subpart B). These provisions included, among other things, a requirement that Community Bank – Wheaton/Glen Ellyn submit a capital restoration plan to the Federal Deposit Insurance Corporation and restrictions on Community Bank – Wheaton/Glen Ellyn’s asset growth, acquisitions, new activities, new branches, payment of dividends, declaration of capital distributions and management fees.

 

 

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

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

We have also submitted a recapitalization plan to the Federal Deposit Insurance Corporation in accordance with the terms of the Order. The consummation of the Investment permitted us to complete the TARP Repurchase and repay our outstanding third party loan facility while also contributing $18.5 million in proceeds to Community Bank-Wheaton/Glen Ellyn. As a result of this capital infusion, Community Bank-Wheaton/Glen Ellyn’s Tier 1 ratio was 7.73% and Community Bank-Wheaton/Glen Ellyn’s Risk-based capital ratio was 12.62% as of December 31, 2012.

In accordance with the Order, we also increased our allowance for loan and lease losses to $4,373,821 as of June 30, 2010 and to $6,604,000 as of June 30, 2011. As of December 31, 2012 our allowance for loan and lease losses was $3,032,000 and represented 1.54% of total loans and 39.03% of non-performing loans. Our Board continues to regularly approve and review our allowance for loan and lease losses in compliance with the terms of the Order.

Pursuant to the Order, we have also adopted and implemented a written profit plan and a comprehensive budget for all categories of income and expense, as well as a written plan to reduce our risk position in each asset in excess of $500,000 classified as “substandard” or “doubtful” in our report of examination preceding the Order. We have also charged off all loans classified as “loss” in the report of examination in accordance with the terms of the Order.

Any material failure to comply with the provisions of the Order could result in enforcement actions by the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation. In addition, on January 14, 2011, Community Financial Shares was notified by the FRB that the overall condition of Community Financial Shares and Community Bank – Wheaton/Glen Ellyn was less than satisfactory. As a result, Community Financial Shares must now obtain prior written approval from the FRB prior to, among other things, making any payments related to any outstanding trust preferred securities. Community Financial Shares was also required to downstream all remaining funds to Community Bank – Wheaton/Glen Ellyn with the exception of Community Financial Shares’ non-discretionary payments required to be made over the next twelve months. Additionally, Community Financial Shares was required to comply with (i) the provisions of Section 32 of the Federal Deposit Insurance Act and Section 225.71 of the Rules and Regulations of the Board of Governors of the Federal Reserve System with respect to the appointment of any new Company directors or the hiring or change in position of any Company senior executive officer and (ii) the restrictions on making “golden parachute” payments set forth in Section 18(k) of the Federal Deposit Insurance Act.

The consummation of the Investment, as well as the other actions described above taken by our Board of Directors and management in response to the Order, have increased our regulatory capital levels and improved the overall condition of Community Financial Shares and Community Bank-Wheaton/Glen Ellyn as required by the FRB letter. However, the FRB letter will remain in effect until modified or terminated by the FRB.

 

 

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Closing of the Investment

As further detailed in the section titled “Business—Closing of the Investment”, our operations and financial condition have been adversely impacted by declines in the residential and commercial real estate market in our market area.

These market conditions led to increased deficiencies in our loan portfolio and increased market volatility. As a result of the Company’s deteriorating asset quality and its negative impact on the Company’s and Bank’s capital levels, the Company evaluated its strategic alternatives and engaged an investment banking firm to provide placement agent advisory services with respect to a potential capital raise. It was determined that a successful capital raise would require that the Company restructure its TARP Preferred Stock and, ultimately, a $1.3 million loan facility with an independent third party bank.

On January 21, 2011, the Bank consented to the issuance of the Order, which required the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. In the spring of 2011, as a result of difficulties with the capital raising process and the increased capital requirements set forth in the Order, the Company consulted with its advisors and determined to search for an individual with significant executive experience in the banking industry who could augment the Company’s executive leadership team and assist with its capital raising efforts. As a result, Donald H. Wilson, the Chairman and Chief Executive Officer of Stone Pillar Advisors, Ltd., a financial advisory firm, was contacted and met with members of the Company’s Board and executive management to determine if he would serve in these strategic capacities. The Board believed that with Mr. Wilson as part of the Company’s future management team, the likelihood of a successful capital raise and enhancement of shareholder value would be maximized. In June 2011, Mr. Wilson agreed to assist the Company with its capital raising efforts and to serve as Chairman of the Company’s Board of Directors following the completion of a private placement offering.

In July 2011, the Clinton Group, Inc. (“Clinton Group”) was contacted to serve as a potential lead investor in a private placement offering. In January 2012, the Company and Clinton Group executed an initial term sheet regarding the proposed private placement offering the Company and its placement agent began to seek additional investors to participate in the transaction. In March 2012, the Company received sufficient indications of interest from potential investors to commence a private placement offering that would raise at least $24.0 million in capital, subject to the Company’s ability to restructure the TARP Preferred Stock and its indebtedness to a third party bank at acceptable levels. Acceptable financial terms for these restructurings were initially negotiated in April and May 2012. During this time, the Company also negotiated an agreement with the Department of Treasury to restructure the terms of the TARP Preferred Stock. Negotiation of the draft agreements with the investors continued through November 2012, during which time the Company’s primary regulator also reviewed the transaction documents.

On November 13, 2012, Community Financial Shares entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with more than 60 accredited investors, including institutional investors, members of the Company’s Board of Directors and executive management team, Mr. Wilson, and several employees of Company’s placement agent, and other accredited investors pursuant to which the Company would issue an aggregate of 4,315,300 shares of common stock at $1.00 per share, 133,411 shares of voting Series C Convertible Noncumulative Perpetual Preferred Stock (the “Series C Preferred Stock”) at $100.00 per share, 56,708 shares of nonvoting Series D Convertible Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) at $100.00 per share and 6,728 shares of nonvoting Series E Convertible Noncumulative Perpetual Preferred Stock (the “Series E Preferred Stock”) at $100.00 per share (the “Investment”). A separate securities purchase agreement negotiated with the Department of Treasury memorializing the restructured terms of the TARP Preferred Stock was also entered into on November 13, 2012.

To complete the transactions contemplated by the Securities Purchase Agreement, the Board of Directors commenced a consent solicitation process on December 3, 2012 to obtain the consent of holders of a majority of the Company’s outstanding shares of common stock to approve amendments to the Company’s Certificate of Incorporation to: (i) increase the number of shares of common stock the Company is authorized to issue, and (ii) to permit the shares of voting preferred stock issued in the Investment to vote together with the shares of common stock on an as converted basis. The consent solicitation process was completed on December 12, 2012, and the closing of the Investment occurred on December 21, 2012.

 

 

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In accordance with the terms of the Securities Purchase Agreement, the Company used a portion of the proceeds raised in the Investment to repay a $1.3 million loan facility with an independent third party bank for $900,000, and pursuant to an agreement between the U.S. Department of the Treasury (the “Treasury”) and the Company, the Company redeemed, for $3.7 million, its $6.9 million of 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 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, the “TARP Repurchase”). Following the TARP Repurchase, the Series A Preferred Stock and Series B Preferred Stock are no longer outstanding, and accordingly the Company no longer expects to be subject to the restrictions imposed upon us by the terms of our Series A Preferred Stock, Series B Preferred Stock, or certain regulatory provisions of the Emergency Economic Stabilization Act of 2008 and the American Recovery and Reinvestment Act that are imposed on TARP recipients.

 

 

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As a result of the Investment, the Selling Shareholders collectively own approximately 73.0% of the Company’s outstanding voting securities. Pursuant to the terms of the Securities Purchase Agreement, we agreed to conduct a rights offering to holders of our common stock as of December 20, 2012 (the “Pre-Investment Shareholders”) to provide the Pre-Investment Shareholders with the opportunity to purchase up to 3.0 million shares of our common stock at a purchase price per share equal to the conversion price of the Series C Preferred Stock (currently $1.00 which is the same price per share of common stock offered to Selling Shareholders in the Investment). The Securities Purchase Agreement provides that, to the extent the rights offering dilutes their voting or economic ownership interests, four of the investors will have the option of purchasing additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering to permit them to maintain both the voting and economic ownership interest in the Company that those Selling Shareholders had immediately after the closing of the Investment. Assuming that 3.0 million shares of common stock is sold in the rights offering, these four Selling Shareholders would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering.

Effective as of the closing of the Investment, Donald H. Wilson, Christopher Hurst, Daniel Strauss and Philip Timyan were appointed as advisory directors of the Company and the Bank pending the Company’s and the Bank’s receipt of all regulatory approvals required to appoint such individuals as directors of the Company and the Bank. Upon receipt of such regulatory approvals, in accordance with the terms of the Securities Purchase Agreement, Mr. Wilson will become Chairman of the Board of Directors of the Company and the Bank and Mr. Hurst, Mr. Strauss and Mr. Timyan will become full voting members of the Board of Directors of the Company and the Bank. On January 8, 2013, Donald H. Fischer retired as Chairman of the Board of Directors. Four additional directors of the Company and the Bank will resign so that the size of the Company’s and the Bank’s Board of Directors can be fixed at nine members in accordance with the terms of the Securities Purchase Agreement.

Available Information

The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet website, at http://www.sec.gov, that contains the Company’s filed reports, proxy and information statements and other information that the Company files electronically with the SEC. Additionally, the Company makes these filings available, free of charge, on its website at http://www.cbwge.com as soon as reasonably practicable after the Company electronically files such materials with, or furnishes them to, the SEC. None of the information contained on, or that may be accessed through, the Company’s website is a prospectus or constitutes part of, or is otherwise incorporated into, this prospectus.

Summary of Rights Offering

The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information under the heading “The Rights Offering” in this prospectus for a more detailed description of the terms and conditions of the rights offering.

 

Securities Offered    We are distributing to you, at no charge, one non-transferable subscription right for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on December 20, 2012, either as a holder of record or, in the case of shares held of record by custodian banks, brokers, dealers or other nominees on your behalf, as a beneficial owner of such shares.
Subscription Price    $1.00 per share.
Record Date    5:00 p.m., Eastern Time, on December 20, 2012.

 

 

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Expiration of the Rights Offering    5:00 p.m., Eastern Time, on [EXPIRATION DATE]. We may extend the rights offering without notice to you until [EXPIRATION DATE #2].
Use of Proceeds    We expect the aggregate net proceeds from the rights offering to be $            . We intend to use the proceeds of the rights offering to invest in Community Bank—Wheaton/Glen Ellyn to further improve its regulatory capital position and to further capitalize Community Financial Shares.
Basic Subscription Privilege    The basic subscription privilege of each subscription right entitles you to purchase 2.4091 shares of our common stock at a subscription price of $1.00 per share.
Over-Subscription Privilege    In the event that you purchase all of the shares of our common stock available to you pursuant to your basic subscription privilege, you may also choose to subscribe for a portion of any shares of our common stock that are not purchased by our shareholders through the exercise of their basic subscription privileges. You may subscribe for shares of common stock pursuant to your over-subscription privilege, subject to the purchase and ownership limitations described below under the heading “Limitations on the Purchase of Shares.”
Limitations on the Purchase of Shares    Subject to the discretion of the board of directors, a person, together with certain related persons and associates, may not purchase a number of shares such that upon completion of the rights offering the person owns securities representing in excess of 4.9% of Community Financial Shares’ outstanding voting interests. Additionally, federal law generally requires prior regulatory approval for any person or persons acting in concert to acquire 10% or more of our voting securities. We will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, or to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [EXPIRATION DATE], such clearance or approval has not been obtained and/or any applicable waiting period has not expired.
Non-Transferability of Rights    The subscription rights may not be sold, transferred or assigned and will not be quoted on the OTCQB or on any other stock exchange or market.
No Board Recommendation    Our board of directors is making no recommendation regarding your exercise of your subscription rights. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.
Concurrent Private Offering    We may enter into investor agreements with certain institutional investors and high net worth individuals, pursuant to which such investors will agree to purchase, in a concurrent private offering to be closed after the conclusion of the rights offering, either a minimum number of common shares, or a certain number of the remaining common shares that are not purchased through the exercise of rights, or both. The maximum number of common shares to be issued by us in the rights offering and the subsequent private offering will not exceed 3,000,000 common shares.

 

 

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Revocation    All exercises of subscription rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price of $1.00 per share.
Purchase Intentions of Our Directors and Officers    Our directors and executive officers as a group, together with their affiliates, have indicated their intention to exercise rights to purchase, in the aggregate, 32,000 shares of our common stock in the rights offering.
Maximum Offering    The rights offering is subject to a limit of offering proceeds of $3.0 million.
Purchase Intentions of Our Directors and Officers    On December 21, 2012, 13 of our directors and executive officers invested $1.2 million in Community Financial Shares through their purchase of 862,066 shares of common stock and 3,000 shares of preferred stock in the Investment. Accordingly, our directors and executive officers do not intend to participate in the rights offering.
Material U.S. Federal Income Tax Considerations    For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of a subscription right. You should consult your own tax advisor as to the tax consequences to you of the receipt, exercise or lapse of the rights in light of your particular circumstances.
Extension and Cancellation    Although we do not presently intend to do so, we have the option to extend the rights offering expiration date, but in no event will we extend the rights offering beyond [EXPIRATION DATE #2]. Our board of directors may cancel the rights offering at any time. In the event that the rights offering is cancelled, all subscription payments received by the subscription agent will be promptly returned, without interest.

Information Agent

 

Subscription Agent

  

AST Phoenix Advisors

 

IST Shareholder Services

Shares Outstanding Before the Rights Offering    1,245,267 shares of our common stock were outstanding as of December 20, 2012.
Shares Outstanding After Completion of the Rights Offering   

As of December 20, 2012, we had 1,245,267 shares of our common stock issued and outstanding. On December 21, 2012, the date following the record date for the rights offering, we issued an additional 4,315,300 shares of common stock and shares of preferred stock convertible into 19,684,700 shares of common stock to investors in the Investment. Assuming no options are exercised prior to the expiration of the rights offering and assuming an aggregate of 3,000,000 shares are sold in the rights offering and in the concurrent private offering, we expect approximately 8,560,567 shares of our common stock will be outstanding immediately after completion of the rights offering, assuming 3,000,000 shares of common stock are sold in the rights offering. In addition, up to 19,684,700 shares of common stock would be issuable to investors upon the conversion of the preferred stock sold by us in the first closing of the Investment and, assuming that 3.0 million shares of common stock are sold in the rights offering, four investors will have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering.

 

Each share of Series C Preferred Stock is convertible immediately, at the sole discretion of the holder of such shares, initially into 100 shares of Company common stock. The Series D Preferred Stock and Series E Preferred Stock is convertible into shares of Series C Preferred Stock on a

 

 

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   one-for-one basis provided that no such conversion results in any person, together with its affiliates, holding more than a 9.99% or 4.99% voting ownership interest, respectively, in the Company (excluding for the purposes of this calculation any reduction in ownership resulting from transfers by such person of voting securities of the Company). In addition, each share of Series D Preferred Stock and Series E Preferred Stock is convertible into 100 shares of Company common stock, but only in connection with certain permitted transfers of the Series D Preferred Stock and Series E Preferred Stock as provided in the respective Certificates of Designations of the Powers, Preferences and Rights of the Series D Preferred Stock and Series E Preferred Stock. For more information on the conversion of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, see Description of Capital Stock—Preferred Stock—Series C Preferred Stock—Conversion Rights,” “—Series D Preferred Stock—Conversion Rights” and “—Series E Preferred Stock.”
Trading Symbol    Shares of our common stock are currently quoted on the “pink sheets” by the OTCQB under the symbol “CFIS.”
Risk Factors    Before you exercise your subscription rights to purchase shares of our common stock, you should be aware that there are risks associated with your investment, including the risks described in the section entitled “Risk Factors” of this prospectus, and the risks that we have highlighted in other sections of this prospectus. You should carefully read and consider these risk factors together with all of the other information included in this prospectus before you decide to exercise your subscription rights to purchase shares of our common stock.

 

 

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RISK FACTORS

An investment in our common stock involves certain risks. You should carefully consider the risks described below, together with the other information contained in this prospectus before making a decision to invest in our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of the following risks actually occur, our business, results of operations and financial condition could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

A return to recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.

Following a national home price peak in mid-2006, falling home prices and sharply reduced sales volumes, along with the collapse of the United States’ subprime mortgage industry in early 2007, significantly contributed to a recession that officially lasted until June 2009, although the effects continued thereafter. Dramatic declines in real estate values and high levels of foreclosures resulted in significant asset write-downs by financial institutions, which have caused many financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail. Concerns over the United States’ credit rating (which was recently downgraded by Standard & Poor’s), the European sovereign debt crisis, and continued high unemployment in the United States, among other economic indicators, have contributed to increased volatility in the capital markets and diminished expectations for the economy.

A return of recessionary conditions and/or continued negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Further declines in real estate values and sales volumes and continued high unemployment levels may result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition.

Our provision for loan losses has increased substantially during recent years and we may be required to make further additions to our allowance for loan losses and to charge-off additional loans in the future, especially due to our level of nonperforming assets. Further, our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Our allowance for loan losses was $5.3 million, representing 2.63% of total loans, as of September 30, 2012, compared to an allowance of $8.9 million, or 4.3% of total loans, as of December 31, 2011, $7.7 million, or 3.4% of total loans, at December 31, 2010 and $4.8 million, or 2.0% of total loans, at December 31, 2009. Our nonperforming assets have also increased to $23.1 million, or 7.1% of total assets, at December 31, 2011 from $3.0 million, or 1.0% of total assets, at December 31, 2008. The increase in nonperforming assets was primarily due to the weakened economy and the softening real estate market and the impact of such on our borrowers and the properties securing our loans. If the economy and/or the real estate market remains unchanged or further weakens, we may be required to add further provisions to our allowance for loan losses as nonperforming assets could continue to increase or the value of the collateral securing loans may be insufficient to cover any remaining net loan balance, which could have a negative effect on our results of operations.

Like all financial institutions, we maintain an allowance for loan losses to provide for loans in our portfolio that may not be repaid in their entirety. We believe that our allowance for loan losses is maintained at a level adequate to absorb probable losses inherent in our loan portfolio as of the corresponding balance sheet date. However, our allowance for loan losses may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially adversely affect our operating results. In evaluating the adequacy of our allowance for loan losses, we consider such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect a borrower’s ability to repay, estimated value of any underlying collateral, personal guarantees, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others,

 

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exposure at default, amount and timing of expected future cash flows on affected loans, value of collateral, personal guarantees, estimated losses on specific loans, as well as consideration of general loss experience. All of these estimates may be susceptible to significant change. While management uses the best information available at the time to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Our estimates of the risk of loss and the amount of loss on any loan are complicated by the significant uncertainties surrounding our borrowers’ abilities to successfully execute their business models through changing economic environments, the competitive challenges they face, and the effect of current and future economic conditions on collateral values and other factors. Because of the degree of uncertainty and susceptibility of these factors to change, our actual losses may vary materially from our current estimates.

The Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses by recognizing loan charge-offs. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

A continued deterioration in national and local economic conditions may negatively impact our financial condition and results of operations.

We currently are operating in a challenging and uncertain economic environment, both nationally and in the local markets that we serve. Financial institutions continue to be affected by sharp declines in financial and real estate values. Continued declines in real estate values and home sales, and an increase in the financial stress on borrowers stemming from an uncertain economic environment, including rising unemployment, could have an adverse effect on our borrowers or their customers, which could adversely impact the repayment of the loans we have made. The overall deterioration in economic conditions also could subject us to increased regulatory scrutiny. In addition, a prolonged recession, or further deterioration in local economic conditions, could result in an increase in loan delinquencies; an increase in problem assets and foreclosures; and a decline in the value of the collateral for our loans. Furthermore, a prolonged recession or further deterioration in local economic conditions could drive the level of loan losses beyond the level we have provided for in our loan loss allowance, which could necessitate increasing our provision for loan losses, which would reduce our earnings. Additionally, the demand for our products and services could be reduced, which would adversely impact our liquidity and the level of revenues we generate.

We are required to comply with the terms of a consent order issued by the Federal Deposit Insurance Corporation and the Illinois Department of Financial and Professional Regulation and lack of compliance could result in monetary penalties and/or additional regulatory actions.

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

The Order specifies certain timeframes for meeting these requirements, and we must furnish periodic progress reports to the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation regarding our compliance with the provisions of the Order. Specifically, the Order requires Community Bank – Wheaton/Glen Ellyn to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At September 30, 2012, these capital ratios were 2.9% and 5.5%, respectively. As a result, Community Bank – Wheaton/Glen Ellyn was deemed to be “undercapitalized” as of such date pursuant to the regulatory framework for prompt corrective action and is subject to the mandatory provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 325 (subpart B). These provisions include, among other things, a requirement that Community Bank – Wheaton/Glen Ellyn submit a capital restoration plan to the Federal Deposit Insurance Corporation and restrictions on Community Bank – Wheaton/Glen Ellyn’s asset growth, acquisitions, new activities, new branches, payment of dividends, declaration of capital distributions and management fees.

 

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Although the Investment provided us with additional capital, the Order will remain in effect until modified or terminated by the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation. If we fail to comply with the Order, the Federal Deposit Insurance Corporation and/or Illinois Department of Financial and Professional Regulation may pursue the assessment of civil money penalties against us and our officers and directors and may seek to enforce the terms of the Order through court proceedings.

Our ability to utilize capital distributions from Community Bank – Wheaton/Glen Ellyn, and these distributions are subject to regulatory limits and other restrictions.

A source of our income from which we could service our debt and pay our obligations is the receipt of dividends from Community Bank – Wheaton/Glen Ellyn. Pursuant to the Order, Community Bank – Wheaton/Glen Ellyn is required to obtain prior regulatory approval of the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation before making dividend payments to us. In the event that Community Bank – Wheaton/Glen Ellyn is unable to obtain regulatory approval to pay dividends to us, we may not be able to service our debt or pay our obligations. The inability to receive dividends from Community Bank – Wheaton/Glen Ellyn may adversely affect our business, financial condition, results of operations, and prospects.

Our ability to fully utilize our net deferred tax assets in future periods could be impaired, which will negatively impact our financial condition and results of operations.

At September 30, 2012 and December 30, 2011, our net deferred tax assets totaled zero as compared to $5.2 million as of December 31, 2010. During the year ended December 31, 2011, our management determined that realization of a portion of our net deferred tax assets was not more likely than not to occur. As a result, we incurred a non-cash income tax expense of $7.4 million related to a valuation allowance on deferred tax assets in 2011. If we are unable to continue to generate, or demonstrate that we can continue to generate, sufficient taxable income in the near future, then we may not be able to fully realize the benefits of our deferred tax assets and may be required to recognize an additional valuation allowance if it is more likely than not that some portion of our deferred tax assets will not be realized. In each future accounting period, our management will consider both positive and negative evidence when considering our ability to utilize our net deferred tax assets. Any subsequent reduction in the valuation allowance would lower the amount of income tax expense recognized in our consolidated statements of operations in future periods and would negatively impact our financial condition and results of operations.

We may not be able to maintain and manage our growth, which may adversely affect our results of operations and financial conditions and the value of our common stock.

Our strategy has been to increase the size of our company by opening new offices and by pursuing business development opportunities. We have grown rapidly since we commenced operations. We can provide no assurance that we will continue to be successful in increasing the volume of loans and deposits at acceptable risk levels and upon acceptable terms while managing the costs and implementation risks associated with our growth strategy. There can be no assurance that our further expansion will be profitable or that we will continue to be able to sustain our historical rate of growth, either through internal growth or through successful expansion of our markets, or that we will be able to maintain capital sufficient to support our continued growth. If we grow too quickly, however, and are not able to control costs and maintain asset quality, rapid growth also could adversely affect our financial performance.

 

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We are subject to credit risks in connection with the concentration of adjustable rate loans in our portfolio.

A majority of our loans held for investment are adjustable rate loans. Borrowers with adjustable rate mortgage loans are exposed to increased monthly payments when the related mortgage interest rate adjusts upward under the terms of the loan from the initial fixed rate or low introductory rate, as applicable, to the rate computed in accordance with the applicable index and margin. Any rise in prevailing market interest rates may result in increased payments for borrowers who have adjustable rate mortgage loans, increasing the possibility of default. Borrowers seeking to avoid these increased monthly payments by refinancing their mortgage loans may no longer be able to find available replacement loans at comparably low interest rates. In addition, a decline in housing prices may also leave borrowers with insufficient equity in their homes to permit them to refinance. Borrowers who intend to sell their homes on or before the expiration of the fixed rate periods on their mortgage loans may also find that they cannot sell their properties for an amount equal to or greater than the unpaid principal balance of their loans. These events, along or in combination, may contribute to higher delinquency rates and negatively impact earnings.

Fluctuations in interest rates could reduce our profitability and affect the value of our assets.

Short-term market interest rates (which we use as a guide to price our deposits) have until recently risen from historically low levels, while longer-term market interest rates (which we use as a guide to price our longer-term loans) have not. This “flattening” of the market yield curve has had a negative impact on our interest rate spread and net interest margin. For the nine months ended September 30, 2012 and for the years ended December 31, 2011 and 2010 our net interest margin was 3.38%, 3.64% and 3.42%, respectively. If short-term interest rates rise, and if rates on our deposits re-price upwards faster than the rates on our long-term loans and investments, we would experience compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability. During 2008, however, the U.S. Federal Reserve decreased its target for the federal funds rate to a range of zero to 0.25%. Decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact our income.

Our emphasis on commercial and construction lending may expose us to increased lending risks.

At September 30, 2012, our loan portfolio included $96.1 million, or 48.2% of commercial real estate loans, $2.5 million, or 1.2% of construction loans and $26.2 million, or 13.1% of commercial loans. We intend to continue to increase our emphasis on the origination of commercial type lending. However, this type of loan generally exposes a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Commercial loans expose us to additional risks since they typically are made on the basis of the borrower’s ability to make repayments from the cash flow of the borrower’s business and are secured by non-real estate collateral that may depreciate over time. In addition, since such loans generally entail greater risk than one- to four-family residential mortgage loans, we may need to increase our allowance for loan losses in the future to account for the likely increase in probable incurred credit losses associated with the growth of such loans. Also, many of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan.

Increased and/or special Federal Deposit Insurance Corporation assessments will hurt our earnings.

The recent economic recession has caused a high level of bank failures, which has dramatically increased Federal Deposit Insurance Corporation resolution costs and led to a significant reduction in the balance of the Deposit Insurance Fund. As a result, the Federal Deposit Insurance Corporation has significantly increased the initial base assessment rates paid by financial institutions for deposit insurance. Increases in the base assessment rate have increased our deposit insurance costs and negatively impacted our earnings. In lieu of imposing an additional special assessment, the Federal Deposit Insurance Corporation required all institutions to prepay their assessments for all of 2010, 2011 and 2012, which for us totaled $2.3 million. Additional increases in the base assessment rate or additional special assessments would negatively impact our earnings.

 

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Regulatory reform may have a material impact on our operations.

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act restructures the regulation of depository institutions. The Dodd-Frank Act contains several provisions that will have a direct impact on the operations of Community Financial Shares and Community Bank – Wheaton/Glen Ellyn. The legislation contains changes to the laws governing, among other things, Federal Deposit Insurance Corporation assessments, mortgage originations, holding company capital requirements and risk retention requirements for securitized loans. The Dodd-Frank Act also provides for the creation of a new agency, the Consumer Financial Protection Bureau, as an independent bureau of the Federal Reserve Board, to take over the implementation of federal consumer financial protection and fair lending laws from the depository institution regulators. However, institutions of $10 billion or fewer in assets will continue to be examined for compliance with such laws and regulations by, and subject to the primary enforcement authority of, the prudential regulator rather than the Consumer Financial Protection Bureau. The Dodd-Frank Act contains various other provisions designed to enhance the regulation of depository institutions and prevent the recurrence of a financial crisis such as occurred in 2008 and 2009. The full impact of the Dodd-Frank Act on our business and operations will not be known for years until regulations implementing the statute are written and adopted. However, the Dodd-Frank Act may have a material impact on our operations, particularly through increased regulatory burden and compliance costs.

We need to generate liquidity to fund our lending activities.

We must have adequate cash or borrowing capacity to meet our customers’ needs for loans and demand for their deposits. We generate liquidity primarily through the origination of new deposits. We also have access to secured borrowings, Federal Home Loan Bank borrowings and various other lines of credit. The inability to increase deposits or to access other sources of funds would have a negative effect on our ability to meet customer needs, could slow loan growth and could adversely affect our results of operations.

Our profitability depends significantly on economic conditions in our market.

Our success depends to a large degree on the general economic conditions in our market areas. The local economic conditions in these areas have a significant impact on the amount of loans that we make to our borrowers, the ability of our borrowers to repay these loans and the value of the collateral securing these loans. A significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and could negatively affect our financial condition and performance.

If we experience greater loan losses than anticipated, it will have an adverse effect on our net income.

While the risk of nonpayment of loans is inherent in banking, if we experience greater nonpayment levels than we anticipate, our earnings and overall financial condition, as well as the value of our common stock, could be adversely affected.

We cannot assure you that our monitoring procedures and policies will reduce certain lending risks or that our allowance for loan losses will be adequate to cover actual losses. In addition, as a result of the growth in our loan portfolio, loan losses may be greater than management’s estimates. Loan losses can cause insolvency and failure of a financial institution and, in such an event, our shareholders could lose their entire investment. In addition, future provisions for loan losses could materially and adversely affect our profitability. Any loan losses will reduce the loan loss allowance. A reduction in the loan loss allowance will be restored by an increase in our provision for loan losses. This would reduce our earnings which could have an adverse effect on our stock price.

 

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If we lose key employees with significant business contacts in our market area, our business may suffer.

Our success is largely dependent on the personal contacts of our officers and employees in our market area. If we lose key employees temporarily or permanently, our business could be hurt. We could be particularly hurt if our key employees went to work for our competitors. Our future success depends on the continued contributions of our existing senior management personnel.

In order to be profitable, we must compete successfully with other financial institutions which have greater resources than we do.

The banking business in the Chicago metropolitan area, in general, is extremely competitive. Several of our competitors are larger and have greater resources than we do and have been in existence a longer period of time. We must overcome historical bank-customer relationships to attract customers away from our competition. We compete with the following types of institutions: other commercial banks, savings banks, thrifts, credit unions, consumer finance companies, securities brokerage firms, mortgage brokers, insurance companies, mutual funds and trust companies. Some of our competitors are not regulated as extensively as we are and, therefore, may have greater flexibility in competing for business. Some of these competitors are subject to similar regulation but have the advantage of larger established customer bases, higher lending limits, extensive branch networks, numerous automated teller machines, greater advertising-marketing budgets or other factors.

Our legal lending limit is determined by law. The size of the loans which we offer to our customers may be less than the size of the loans than larger competitors are able to offer. This limit may affect to some degree our success in establishing relationships with the larger businesses in our market.

New or acquired branch facilities and other facilities may not be profitable.

We may not be able to correctly identify profitable locations for new branches and the costs to start up new branch facilities or to acquire existing branches, and the additional costs to operate these facilities, may increase our non-interest expense and decrease earnings in the short term. It may be difficult to adequately and profitably manage our growth through the establishment of these branches. In addition, we can provide no assurance that these branch sites will successfully attract enough deposits to offset the expenses of operating these branch sites. Any new branches will be subject to regulatory approval, and there can be no assurance that we will succeed in securing such approvals.

Government regulations may prevent or impair our ability to pay dividends, engage in additional acquisitions or operate in other ways.

Current and future legislation and the policies established by federal and state regulatory authorities will affect our operations. We are subject to supervision and periodic examination by the Federal Deposit Insurance Corporation as well as the Illinois Department of Financial and Professional Regulation. Our principal subsidiary, Community Bank-Wheaton/ Glen Ellyn, as a state chartered commercial bank, is also subject to regulation and examination by the Federal Deposit Insurance Corporation and the Illinois Department of Financial and Professional Regulation. Banking regulations are designed primarily for the protection of depositors rather than stockholders, and they may limit our growth and the return to you as an investor by restricting its activities, such as: the payment of dividends to stockholders; possible transactions with or acquisitions by other institutions; desired investments; loans and interest rates; interest rates paid on deposits; the possible expansion of branch offices; and the ability to provide securities or trust services. We are registered with the Federal Reserve Board as a bank holding company. We cannot predict what changes, if any, will be made to existing federal and state legislation and regulations or the effect that such changes may have on our business. The cost of compliance with regulatory requirements may adversely affect our ability to operate profitably.

 

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Our stock trading volume has been low compared to larger bank holding companies. Accordingly, the value of your common stock may be subject to sudden decreases due to the volatility of the price of our common stock.

Although our common stock trades on the OTCQB, it is not traded as regularly as the common stock of larger bank holding companies listed on other stock exchanges, such as the New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange. We cannot predict the extent to which investor interest in us will lead to a more active trading market in our common stock or how liquid that market might become. A public trading market having the desired characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace of willing buyers and sellers of our common stock at any given time, which presence is dependent upon the individual decisions of investors, over which we have no control.

The market price of our common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including, but not limited to, the factors discussed in other risk factors and the following: actual or anticipated fluctuations in our operating results; changes in interest rates; changes in the legal or regulatory environment in which we operate; press releases, announcements or publicity relating to us or our competitors or relating to trends in our industry; changes in expectations as to our future financial performance, including financial estimates or recommendations by securities analysts and investors; future sales of our common stock; changes in economic conditions in our marketplace, general conditions in the U.S. economy, financial markets or the banking industry; and other developments affecting our competitors or us.

These factors may adversely affect the trading price of our common stock, regardless of our actual operating performance. In addition, the stock markets, from time to time, experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of companies. These broad fluctuations may adversely affect the market price of our common stock, regardless of our trading performance.

We may become liable for liquidated damages to certain shareholders if we fail to register the resale of their shares, and maintain the effectiveness of the registration statement filed by us, with the Securities and Exchange Commission.

Pursuant to the terms of a Registration Rights Agreement, dated as of November 13, 2012, we are required to file and maintain the effectiveness of a resale registration statement with the Securities and Exchange Commission with respect to the aggregate amount of shares of common stock issuable upon the conversion of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (subject to certain limitations set forth in the Registration Rights Agreement). A resale registration statement must be filed within 30 days after each closing of the Investment and must be declared effective (i) within 90 days of each closing of the Investment in the event the Securities and Exchange Commission does not review the registration statement or (ii) within 120 days of each closing of the Investment in the event the Securities and Exchange Commission reviews the registration statement. Failure to meet these deadlines, as well as certain other events, may result in our being obligated to pay holders of registrable securities liquidated damages on each event date and each monthly anniversary of such event until the applicable event is cured. The liquidated damages would equal 1.5% of the aggregate purchase price paid by the holder pursuant to the Securities Purchase Agreement for any registrable securities held by such holder on the event date.

We rely on technology to conduct many transactions with our customers and are therefore subject to risks associated with systems failures, interruptions or breaches of security.

Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger, our deposits, and our loans. While we have established policies and procedures to prevent or limit the impact of systems failures, interruptions, and security breaches, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, any compromise of our security systems could deter customers from using our website and our online banking services, both of which involve the transmission of confidential information. Although we rely on commonly used security and processing systems to provide the security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security.

 

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In addition, we outsource certain of our data processing to certain third-party providers. If our third-party providers encounter difficulties, or if we have difficulty in communicating with them, our ability to adequately process and account for customer transactions could be affected, and our business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any systems failure, interruption, or breach of security could damage our reputation and result in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose us to civil litigation and possible financial liability. Any of these occurrences could have a material adverse effect on our financial condition and results of operations.

Risks Related to the Rights Offering

The future price of the shares of common stock may be less than the $1.00 purchase price per share in the rights offering.

If you exercise your subscription rights to purchase shares of common stock in the rights offering, you may not be able to sell them later at or above the $1.00 purchase price in the rights offering. The actual market price of our common stock could be subject to wide fluctuations in response to numerous factors, some of which are beyond our control. These factors include, among other things, actual or anticipated variations in our costs of doing business, operating results and cash flow, the nature and content of our earnings releases and our competitors’ earnings releases, changes in financial estimates by securities analysts, business conditions in our markets and the general state of the securities markets and the market for other financial stocks, changes in capital markets that affect the perceived availability of capital to companies in our industry, governmental legislation or regulation, currency and exchange rate fluctuations, as well as general economic and market conditions, such as downturns in our economy and recessions.

Once you exercise your subscription rights, you may not revoke them. If you exercise your subscription rights and, afterwards, the public trading market price of our shares of common stock decreases below the subscription price, you will have committed to buying shares of our common stock at a price above the prevailing market price and could have an immediate unrealized loss. Our common stock is quoted on the OTCQB under the ticker symbol “CFIS,” and the last reported sales price of our common stock on the OTCQB on             , 2013 was $            per share. We cannot assure you that the market price of our shares of common stock will not decline after you exercise your subscription rights. Moreover, we cannot assure you that following the exercise of your subscription rights you will be able to sell your common stock at a price equal to or greater than the subscription price.

The subscription price determined for the rights offering is not an indication of the fair value of our common stock.

The per share subscription price is not necessarily related to our book value, net worth or any other established criteria of fair value and may or may not be considered the fair value of our common stock to be offered in the rights offering. After the date of this prospectus, our shares of common stock may trade at prices below the subscription price.

Stockholders may face significant dilution as a result of the rights offering.

Other than stockholders who purchase sufficient shares of our common stock in the rights offering, including the exercise of over-subscription rights to the extent sufficient shares are available to maintain their proportionate ownership interest, the issuance of shares of our common stock in the rights offering would dilute, and thereby reduce, each existing stockholder’s proportionate ownership interest in our shares of common stock. The dilutive effect of the rights offering may have an adverse impact on the market price of Community Financial Shares’ common stock.

 

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You may not revoke your exercise of rights; we may terminate the rights offering.

Once you have exercised your subscription rights, you may not revoke your exercise even if you learn information about us that you consider to be unfavorable. We may terminate the rights offering at our discretion. If we terminate the rights offering, neither we nor the subscription agent will have any obligation to you with respect to the rights except to return any payment received by the subscription agent, without interest or penalty.

You will not be able to sell the shares you buy in the rights offering until you receive your stock certificates or your account is credited with the shares of common stock.

If you purchase shares of our common stock in the rights offering by submitting a rights certificate and payment, we will mail you a stock certificate as soon as practicable after [EXPIRATION DATE], or such later date as to which the rights offering may be extended. If your shares are held by a custodian bank, broker, dealer or other nominee and you purchase shares of our common stock, your account with your nominee will be credited with the shares of common stock you purchased in the rights offering as soon as practicable after the expiration of the rights offering, or such later date as to which the rights offering may be extended. Until your stock certificates have been delivered or your account is credited, you may not be able to sell your shares even though the common stock issued in the rights offering will be quoted on the OTCQB. The stock price may decline between the time you decide to sell your shares and the time you are actually able to sell your shares.

Our common stock has substantially less liquidity than other publicly traded companies.

Our common stock has substantially less liquidity than other publicly traded companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This marketplace depends on the individual decisions of investors and general economic and market conditions over which we have no control. This limited market may affect your ability to sell your shares on short notice, and the sale of a large number of shares at one time could temporarily depress the market price of our common stock. For these reasons, our common stock should not be viewed as a short-term investment.

The market price of our common stock may fluctuate in the future, and this volatility may be unrelated to our performance. General market price declines or overall market swings in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.

We have broad discretion in the use of proceeds of the rights offering.

Other than an investment in Community Bank—Wheaton/Glen Ellyn, we have not designated the anticipated net proceeds of the rights offering for specific uses. Accordingly, our management will have considerable discretion in the application of the net proceeds of the rights offering and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. See Use of Proceeds.”

 

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

Basis of Presentation

The unaudited pro forma consolidated balance sheet table for September 30, 2012, and the pro forma income statements and earnings per share tables for the fiscal year ended December 31, 2011 and the nine months ended September 30, 2012 presented below have been prepared by management to illustrate the impact of:

 

   

the shareholder approval of an increase in the number of shares of common stock authorized to be issued from 5,000,000 shares to 75,000,000 shares;

 

   

the issuance of $24.0 million in shares of common stock and preferred stock in the Investment pursuant to the Securities Purchase Agreement;

 

   

the repayment of the Company’s $1.3 million loan facility with an independent third party bank and the TARP Repurchase;

 

   

the rights offering required by the Securities Purchase Agreement and the concurrent private offering whereby shareholders of the Company and other investors are entitled to purchase up to an aggregate of 3,000,000 shares of common stock at a subscription price of $1.00 per share; and

 

   

the issuance of up to an additional $2.4 million in shares of preferred stock to certain investors in the second closing of the Investment pursuant to the Securities Purchase Agreement.

 

 

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Pro Forma Consolidated Balance Sheets (Unaudited)

The following table presents the Company’s unaudited pro forma consolidated balance sheet adjusted for the pro forma impacts of the shareholder approval of an increase in the number of shares of common stock authorized to be issued from 5,000,000 shares to 75,000,000 shares, the issuance of common stock and preferred stock to investors in accordance with the Securities Purchase Agreement, the repayment of the Company’s $1.3 million loan facility with an independent third party bank and the TARP Repurchase, a fully subscribed rights offering and the issuance of $2.4 million of preferred stock and common stock to certain investors in connection with the second closing of the Investment for the periods shown. The pro forma consolidated balance sheet as of September 30, 2012 assumes that the foregoing transactions occurred on September 30, 2012.

 

     September 30,    

Adjustments

for Investment, Loan

Facility

Repayment and

    September 30,     Adjustments      Adjustments
for Second
     September 30,  
     2012     TARP     2012     for Rights      Closing of      2012  
     (As Reported)     Repurchase (1)     (As Adjusted)     Offering      Investment      (Pro Forma)  

Assets

              

Cash and due from banks

   $ 4,498      $ 17,839      $ 22,337      $ 2,775       $ 2,400       $ 27,512   

Interest-bearing deposits

     41,949        —          41,949        —           —           41,949   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Cash and cash equivalents

     46,447        17,839        64,286        2,775         2,400         69,461   

Interest-bearing time deposits

     1,941        —          1,941        —           —           1,941   

Securities available for sale

     50,857        —          50,857        —           —           50,857   

Loans held for sale

     3,651        —          3,651        —           —           3,651   

Loans, less allowance for loan losses of $5,309

     194,217        —          194,217        —           —           194,217   

Foreclosed assets

     11,078        —          11,078        —           —           11,078   

Federal Home Loan Bank stock

     1,895        —          1,895        —           —           1,895   

Premises and equipment, net

     14,871        —          14,871        —           —           14,871   

Cash value of life insurance

     6,362        —          6,362        —           —           6,362   

Interest receivable and other assets

     2,859        (1,100     1,759        —           —           1,759   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total assets

   $ 334,178      $ 16,739      $ 350,917      $ 2,775       $ 2,400       $ 356,092   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

              

Deposits

   $ 307,430      $ —        $ 307,430      $ —         $ —         $ 307,430   

Federal Home Loan Bank advances

     13,000        —          13,000        —           —           13,000   

Other borrowings

     1,300        (1,300 ))      —          —           —           —     

Subordinated debentures

     3,609        —          3,609        —           —           3,609   

Interest payable and other liabilities

     3,354        (814     2,540        —           —           2,540   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total liabilities

     328,693        (2,114     326,579        —           —           326,579   

Commitments and contingencies

              

Stockholders’ equity

              

Common stock, no par value

     —          —          —          —           —           —     

Preferred stock, $1.00 par value

     7        183        190        —           —           190   

Paid-in capital

     12,097        14,167        26,264        2,775         2,400         31,439   

Accumulated deficit

     (7,326     4,503        (2,823     —           —           (2,823

Accumulated other comprehensive income

     707        —          707        —           —           707   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total stockholders’ equity

     5,485        18,853        24,338        2,775         2,400         29,513   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 334,178      $ 16,739      $ 350,917      $ 2,775       $ 2,400       $ 356,092   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

 

(1) Adjustments in this column reflect the accounting for cash proceeds from the Investment, the repayment of the Company’s $1.3 million loan facility with an independent third party bank and the TARP Repurchase, and estimated fair value adjustments and purchase price allocation as of September 30, 2012. The Company is currently in the process of performing its valuation of the balance sheet as of the Investment date, and expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the Investment date. Fair value adjustments that will be recorded as of the Investment date may differ significantly from estimates used herein for the pro forma balance sheet as of September 30, 2012.
(2) Adjustments to cash for the Investment and TARP Repurchase were calculated as follows:

 

Proceeds from the Investment

   $ 24,000,000   

TARP preferred stock repurchase

     3,670,000   

Transaction costs associated with Investment

     2,500,000   

 

(3) Adjustment reflects net cash proceeds received by the Company as a result of the rights offering as follows:

 

Proceeds from the rights offering

   $ 3,000,000   

Estimated transaction costs from rights offering

     225,000   

 

27


Table of Contents

Pro Forma Income Statements and Earnings Per Share (Unaudited)

The following table presents the Company’s unaudited pro forma income statements and earnings per share adjusted for the pro forma impacts of the shareholder approval of an increase in the number of shares of common stock authorized to be issued from 5,000,000 shares to 75,000,000 shares, the issuance of common stock and preferred stock to investors in accordance with the Securities Purchase Agreement, the repayment of the Company’s $1.3 million loan facility with an independent third party bank and the TARP Repurchase, a fully subscribed rights offering and the issuance of $2.4 million of preferred stock and common stock to certain investors in connection with the second closing of the Investment for the periods shown. The pro forma income statements and earnings per share as of December 31, 2011 and September 30, 2012 assume that the foregoing transactions occurred on December 31, 2011 and September 30, 2012, respectively.

 

    Year Ended    

Adjustments

for Investment, Loan

Facility

Repayment and

    Year Ended     Adjustments     Adjustments
for Second
    Year Ended  
    December 31, 2011     TARP     December 31, 2011     for Rights     Closing of     December 31, 2011  
    (As Reported)     Repurchase     (As Adjusted)     Offering     Investment     (Pro Forma)  

Interest and dividend income

           

Interest and fees on loans

  $ 11,731      $ —        $ 11,731      $ —        $ —        $ 11,731   

Securities

           

Taxable

    989        —          989        —          —          989   

Exempt from federal income tax

    437        —          437        —          —          437   

Federal Home Loan Bank dividends and other

    121        —          121        —          —          121   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest income

    13,278        —          13,278        —          —          13,278   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense

           

Deposits

    2,041        —          2,041        —          —          2,041   

Federal Home Loan Bank advances and other borrowing funds

    399        (78     321        —          —          321   

Subordinated debentures

    71        —          71        —          —          71   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest expense

    2,511        —          2,433        —          —          2,433   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

    10,767        —          10,845        —          —          10,845   

Provision for loan losses

    6,171        —          6,171        —          —          6,171   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

    4,596        —          4,674        —          —          4,674   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest income

           

Service charges on deposit accounts

    423        —          423        —          —          423   

Gain on sale of loans

    722        —          722        —          —          722   

Write-down on foreclosed assets

    (901     —          (901     —          —          (901

Gain (loss) on sale of foreclosed assets

    69        —          69        —          —          69   

Gain on extinguishment of debt

    —          400        400        —          —          400   

Gain on sale of securities

    104        —          104        —          —          104   

Increase in cash surrender value of bank-owned life insurance

    243        —          243        —          —          243   

Other service charges and fees

    957        —          957        —          —          957   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest income

    1,617        400        2,017        —          —          2,017   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest expense

           

Salaries and employee benefits

    5,632        —          5,632        —          —          5,632   

Net occupancy expense

    880        —          880        —          —          880   

Equipment expense

    498        —          498        —          —          498   

Data processing

    1,185        —          1,185        —          —          1,185   

Advertising and marketing

    277        —          277        —          —          277   

Professional fees

    1,053        —          1,053        —          —          1,053   

FDIC premiums

    1,217        —          1,217        —          —          1,217   

Other real estate owned expenses

    511        —          511        —          —          511   

Other operating expenses

    1,309        —          1,309        —          —          1,309   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest expense

    12,562        —          12,562        —          —          12,562   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

    (6,349     478        (5,871     —          —          (5,871

Income tax expense (benefit)

    4,657        —          4,657        —          —          4,657   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

    (11,006     478        (10,528     —          —          (10,528
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Preferred stock dividend and accretion

    (447     —          (447     —          —          (447
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gain on repayment of TARP

    —          3,684        3,684        —          —          3,684   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) available to common shareholders

  $ (11,453   $ 4,162      $ (7,291   $ —        $ —        $ (7,291
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

           

Basic

    (9.20       (5.56         (5.50

Diluted

    (9.20       (5.56         (5.50

 

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Table of Contents
    Nine Months
Ended
   

Adjustments

for Investment, Loan

Facility

Repayment and

    Nine Months Ended     Adjustments     Adjustments
for Second
    Nine Months Ended  
    September 30, 2012     TARP     September 30, 2012     for Rights     Closing of     September 30, 2012  
    (As Reported)     Repurchase     (As Adjusted)     Offering     Investment     (Pro Forma)  

Interest and dividend income

           

Interest and fees on loans

  $ 8,289      $ —        $ 8,289      $ —        $ —        $ 8,289   

Securities

      —            —          —       

Taxable

    710        —          710        —          —          710   

Exempt from federal income tax

    283        —          283        —          —          283   

Federal Home Loan Bank dividends and other

    117        —          117        —          —          117   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest income

    9,399        —          9,399        —          —          9,399   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense

           

Deposits

    1,343        —          1,343        —          —          1,343   

Federal Home Loan Bank advances and other borrowed funds

    286        (60     226        —          —          226   

Subordinated debentures

    58        (18     40        —          —          40   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest expense

    1,687        (78     1,609        —          —          1,609   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

    7,712        78        7,790        —          —          7,790   

Provision for loan losses

    1,137        —          1,137        —          —          1,137   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

    6,575        78        6,653        —          —          6,653   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest income

           

Service charges on deposit accounts

    289        —          289        —          —          289   

Gain on sale of loans

    609        —          609        —          —          609   

Write-down on foreclosed assets

    (424     —          (424     —          —          (424

Gain (loss) on sale of foreclosed assets

    (20     —          (20     —          —          (20

Gain on extinguishment of debt

    —          400        400        —          —          400   

Gain on sale of securities

    141        —          141        —          —          141   

Increase in cash surrender value of bank-owned life insurance

    180        —          180        —          —          180   

Other service charges and fees

    620        —          620        —          —          620   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest income

    1,395        400        1,795        —          —          1,795   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest expense

           

Salaries and employee benefits

    4,361        —          4,361        —          —          4,361   

Net occupancy expense

    592        —          592        —          —          592   

Equipment expense

    370        —          370        —          —          370   

Data processing

    930        —          930        —          —          930   

Advertising and marketing

    218        —          218        —          —          218   

Professional fees

    778        —          778        —          —          778   

FDIC premiums

    912        —          912        —          —          912   

Other real estate owned expenses

    412        —          412        —          —          412   

Other operating expenses

    1,033        3        1,036        —          —          1,036   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest expense

    9,606        3        9,609        —          —          9,609   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

    (1,636     475        (1,161     —          —          (1,161

Income tax expense (benefit)

    (56     —          (56     —          —          (56
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

    (1,580     475        (1,105     —          —          (1,105
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Preferred stock dividend and accretion

    (339     —          (339     —          —          (339
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gain on repayment of TARP

    —          3,684        3,684        —          —          3,684   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) available to common shareholders

  $ (1,919   $ 4,159      $ 2,240      $ —        $ —        $ 2,240   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

           

Basic

    (1.54       1.68            1.66   

Diluted

    (1.54       1.68            1.66   

 

29


Table of Contents

USE OF PROCEEDS

The total proceeds to us from the rights offering will depend on the number of subscription rights that are exercised. If we issue all 3,000,000 shares available in the rights offering, the total proceeds to us, before expenses, will be $3.0 million. We estimate that the expenses of the rights offering will be approximately $225,000, resulting in estimated net proceeds to us, assuming that all of the shares available in the rights offering are sold, of approximately $2.7 million. We intend to use the net proceeds from the rights offering for general corporate purposes, which may include investment in the Bank.

Because there is no minimum number of shares that must be sold in the rights offering, we can provide no assurance regarding the amount of capital we will actually raise in the rights offering.

 

30


Table of Contents

CAPITALIZATION

The following table sets forth our capitalization at September 30, 2012 and as adjusted to reflect: (1) the completion of the Investment, the repayment of the Company’s $1.3 million loan facility with an independent third party bank and the TARP Repurchase; (2) the sale of an assumed 3,000,000 shares of our common stock at the subscription price of $1.00 per share and the receipt of the net proceeds from the rights offering after deducting estimated offering expenses in the amount of $225,000; and (3) the issuance of an additional $2.4 million in preferred stock to certain investors that participated in the Investment in connection with the second closing of the Investment (assuming that 3.0 million shares of common stock are sold in the rights offering). The table does not reflect the use of proceeds from the Investment or the rights offering. The information presented in the table below should be read in conjunction with the consolidated financial statements and notes thereto contained in this prospectus.

 

                      

As Further

Adjusted

for Second

 
                       Closing of  
     Actual     As Adjusted  for
Investment, Loan
Facility  Repayment
and TARP Repurchase
    As Further
Adjusted  for
Rights Offering
    As Further
Adjusted
for Second
Closing of
Investment
 

Subordinated debentures

   $ 3,609      $ 3,609      $ 3,609      $ 3,609   

Shareholders’ Equity

        

Preferred stock, $1.00 par value; 1,000,000 shares authorized; 7,319 and 196,867 shares issued and outstanding, respectively

   $ 7      $ 190      $ 190      $ 190   

Common stock, no par value; 5,000,000 (actual) and 75,000,000 shares (as adjusted) authorized; 1,245,267 (actual), 25,245,267 (as adjusted for Investment and TARP Repurchase) and 30,645,267 (as further adjusted for both the rights offering and the second closing of the Investment) shares issued and outstanding

     12,097        26,264        29,039        31,439   

Accumulated deficit

     (7,326     (2,823     (2,823     (2,823

Accumulated other comprehensive income

     707        707        707        707   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

   $ 5,485      $ 24,338      $ 27,113      $ 29,513   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 334,178      $ 350,917      $ 353,692      $ 356,092   

Book value per share

   $ 4.40      $ 1.01      $ 1.00      $ 1.00   

 

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Table of Contents

MARKET FOR THE COMMON STOCK AND DIVIDEND INFORMATION

The common stock of Community Financial Shares trades on the OTCQB under the trading symbol “CFIS.”

The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. Purchasers of our common stock should have long-term investment intent and should recognize that there may be a limited trading market in our common stock.

The following table sets forth the high and low trading prices for shares of our common stock and cash dividends paid per share for the periods indicated. As of             , 2013, there were 5,560,567 shares of common stock issued and outstanding.

 

                                                              
                   Dividend  
     High      Low      (per share)  

2013

        

First Quarter (through             , 2013)

   $            $            $        

2012

        

First Quarter

     2.25         2.00         —     

Second Quarter

     2.20         2.00         —     

Third Quarter

     2.20         1.25         —     

Fourth Quarter

     1.25         0.80         —     

2011

        

First Quarter

     6.60         2.50         —     

Second Quarter

     5.00         3.50         —     

Third Quarter

     4.45         2.20         —     

Fourth Quarter

     2.40         2.00         —     

On             , 2013, the most recent practicable date before the date of this prospectus, the closing price of our common stock as quoted on the OTCQB was $            per share. As of the close of business on             , 2013, Community Financial Shares had approximately             shareholders of record. This number does not include the number of persons or entities that hold our common stock in nominee or “street” name through various brokerage firms, banks and other nominees.

Historically, it has been a policy of Community Financial Shares to pay only small to moderate dividends so as to retain earnings to support growth. However, on October 15, 2008 the board of directors voted to suspend the payment of the quarterly cash dividend on Community Financial Shares’ common stock in an effort to conserve capital. As a result there have been no dividends paid on the common stock of Community Financial Shares since October 2008.

On January 14, 2011, Community Financial Shares was notified by the FRB that the overall condition of Community Financial Shares and Community Bank—Wheaton/Glen Ellyn is less than satisfactory. As a result, Community Financial Shares must now obtain prior written approval from the FRB prior to, among other things, the payment of any capital distribution.

 

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BUSINESS

General

Community Financial Shares is a registered bank holding company. The operations of the Company and its banking subsidiary consist primarily of those financial activities common to the commercial banking industry and are explained more fully below under the heading “Lending Activities”. Unless the context otherwise requires, the term “Company” as used herein includes the Company and its banking subsidiary on a consolidated basis. All of the operating income of the Company is attributable to its wholly-owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

The Company was incorporated in the State of Delaware in July 2000 as part of an internal reorganization whereby the stockholders of the Bank exchanged all of their Bank stock for all of the issued and outstanding stock of the Company. The reorganization was completed in December 2000. As a result of the reorganization the former stockholders of the Bank acquired 100% of the Company’s stock and the Company acquired (and still holds) 100% of the Bank’s stock. The former Bank stockholders received two shares of the Company’s common stock for each share of Bank common stock exchanged in the reorganization. The Company was formed for the purpose of providing financial flexibility as a holding company for the Bank. At the present time, the Company has no specific plans of engaging in any activities other than operating the Bank as a subsidiary.

The Bank was established as a state chartered federally insured commercial bank on March 1, 1994 and opened for business November 21, 1994 on Roosevelt Road in Glen Ellyn. The Bank opened a second location in downtown Wheaton on November 21, 1998. A third location was opened in northwest Wheaton on March 24, 2005. A fourth full service branch was opened on November 21, 2007 in north Wheaton. The Bank provides banking services common to the industry, including but not limited to, demand, savings and time deposits, loans, mortgage loan origination for investors, cash management, electronic banking services, Internet banking services including bill payment, Community Investment Center services, and debit cards. The Bank serves a diverse customer base including individuals, businesses, governmental units, and institutional customers located primarily in Wheaton and Glen Ellyn and surrounding communities in DuPage County, Illinois. The Bank has banking offices in Glen Ellyn, and Wheaton, Illinois.

Market Area

The Company is located in the village of Glen Ellyn in DuPage County in Illinois. Glen Ellyn is a suburb of Chicago and is located approximately 20 miles directly west of the city. The combined population of Wheaton and Glen Ellyn is approximately 84,000 while the county of DuPage currently has approximately 930,000 residents. The median household income within the Bank’s market area is above $88,000 which is higher than the area average. The economic base of both communities is comprised primarily of professionals and service related industry. There are no dominant employers in the area. However, the DuPage County offices as well as the College of DuPage, both of whom are nearby, are likely the largest. The local economy remains stable however, real estate values have been negatively impacted which is reflected in the local real estate market.

Regulatory Matters

As previously disclosed, Community Bank – Wheaton/Glen Ellyn entered into the Order without admitting or denying that grounds exist for the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation to initiate an administrative proceeding against Community Bank – Wheaton/Glen Ellyn.

The Order required Community Bank – Wheaton/Glen Ellyn to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At September 30, 2012, these capital ratios were 2.9% and 5.5%, respectively. As a result, Community Bank – Wheaton/Glen Ellyn was deemed to be “undercapitalized” as of such date pursuant to the regulatory framework for prompt corrective action and is subject to the mandatory provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 325 (subpart B). These provisions included, among other things, a requirement that Community Bank – Wheaton/Glen Ellyn submit a capital restoration plan to the Federal Deposit Insurance Corporation and restrictions on Community Bank – Wheaton/Glen Ellyn’s asset growth, acquisitions, new activities, new branches, payment of dividends, declaration of capital distributions and management fees.

 

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

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

We have also submitted a recapitalization plan to the Federal Deposit Insurance Corporation in accordance with the terms of the Order. The consummation of the Investment permitted us to complete the TARP Repurchase and repay our outstanding third party loan facility while also contributing $18.5 million in proceeds to Community Bank-Wheaton/Glen Ellyn. As a result of this capital infusion, Community Bank-Wheaton/Glen Ellyn’s Tier 1 ratio was 7.73% and Community Bank-Wheaton/Glen Ellyn’s Risk-based capital ratio was 12.62% as of December 31, 2012.

In accordance with the Order, we also increased our allowance for loan and lease losses to $4,373,821 as of June 30, 2010 and to $6,604,000 as of June 30, 2011. As of December 31, 2012 our allowance for loan and lease losses was $3,032,000 and represented 1.54% of total loans and 39.03% of non-performing loans. Our Board continues to regularly approve and review our allowance for loan and lease losses in compliance with the terms of the Order. Any material failure to comply with the provisions of the Order could result in enforcement actions by the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation.

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

The consummation of the Investment, as well as the other actions described above taken by our Board of Directors and management in response to the Order, have increased our regulatory capital levels and improved the overall condition of Community Financial Shares and Community Bank-Wheaton/Glen Ellyn as required by the FRB letter. However, the FRB letter will remain in effect until modified or terminated by the FRB.

Closing of the Investment

Background of the Investment

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

Declining home prices, slowing economic conditions and increasing levels of delinquencies and foreclosures have negatively affected the credit performance of our residential real estate and commercial real estate loans, resulting in an increase in our level of nonperforming assets and loans past due 90 days or more and still accruing interest and charge-offs of problem loans. At the same time, competition among depository institutions in our markets for deposits and quality loans has increased significantly. These market conditions led to increased deficiencies in our loan portfolio and increased market volatility. Our allowance for loan losses was $5.3 million, representing 2.7% of total loans, as of September 30, 2012, compared to an allowance of $8.9 million, or 4.3% of total loans, as of December 31, 2011, $7.7 million, or 3.4% of total loans, at December 31, 2010 and $4.8 million, or 2.0% of total loans, at December 31, 2009. Our nonperforming assets had also increased to $23.1 million, or 7.1% of total assets, at December 31, 2011 from $3.0 million, or 1.0% of total assets, at December 31, 2008.

On July 8, 2010, as a result of the Company’s deteriorating asset quality and its negative impact on the Company’s and Bank’s capital levels, the Company evaluated its strategic alternatives and engaged an investment banking firm to provide placement agent advisory services with respect to a potential capital raise. Following its engagement, the Company’s placement agent began to introduce the Company to various accredited investors. During the fall of 2010 and the winter of 2011, the Company’s placement agent continued to arrange investor meetings and various potential investors engaged in due diligence investigations of the Company. Given the state of the banking industry, particularly in the Midwest, it was determined that a successful capital raise would require that the Company restructure its TARP Preferred Stock and, ultimately, a $1.3 million loan facility with an independent third party bank. Negotiations with the Department of Treasury commenced shortly thereafter.

 

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On January 21, 2011, the Bank consented to the issuance of the Order, which required the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At September 30, 2012, these capital ratios were 2.9% and 5.5%, respectively. As a result, the Bank was deemed to be “significantly undercapitalized” pursuant to the regulatory framework for prompt corrective action.

In the spring of 2011, as a result of difficulties with the capital raising process and the increased capital requirements set forth in the Order, the Company consulted with its advisors and determined to search for an individual with significant executive experience in the banking industry who could augment the Company’s executive leadership team and assist with its capital raising efforts. As a result, Donald H. Wilson, the Chairman and Chief Executive Officer of Stone Pillar Advisors, Ltd., a financial advisory firm, was contacted and met with members of the Company’s Board and executive management to determine if he would serve in these strategic capacities. Mr. Wilson has more than 25 years of experience in the banking industry, including 12 years in the bank examination and economic research divisions at the Federal Reserve Bank of Chicago, and 15 years in executive management positions at several large Midwest financial institutions and financial services companies. The Board believed that with Mr. Wilson as part of the Company’s future management team, the likelihood of a successful capital raise and enhancement of shareholder value would be maximized. In June 2011, Mr. Wilson agreed to assist the Company with its capital raising efforts and to serve as Chairman of the Company’s Board of Directors following the completion of a private placement offering.

In July 2011, the Company and its placement agent commenced a new round of investor meetings and approached Clinton Group, Inc. (“Clinton Group”) about serving as a potential lead investor in a private placement offering. Clinton Group conducted a due diligence investigation of the Company in November 2011. In January 2012, the Company and Clinton Group executed an initial term sheet regarding the proposed private placement offering and the Company and its placement agent began to seek additional investors to participate in the transaction. Included in the initial term sheet for the private placement was the condition that the Company’s existing shareholders be permitted to participate in a rights offering at $1.00 per share (the same per share price of the common stock, and the common stock equivalent price of the preferred stock, sold to the investors in the Investment).

In March 2012, the Company received sufficient indications of interest from potential investors to commence a private placement offering that would raise at least $24.0 million in capital, subject to the Company’s ability to restructure the TARP Preferred Stock and its indebtedness to a third party bank at acceptable levels. Acceptable financial terms for these restructurings were initially negotiated in April and May. The Company’s legal counsel subsequently began to prepare and to negotiate a definitive securities purchase agreements with legal counsel for the Clinton Group. Following these negotiations, the Company’s legal counsel presented draft definitive agreements to certain institutional investors advised by the same investment advisor (collectively, the “Second Lead Investor”). During this time, the Company also negotiated an agreement with the Department of Treasury to restructure the terms of the TARP Preferred Stock. On June 15, 2012, the Company’s Board of Directors met to review the draft definitive agreements, and was presented with updated draft agreements on July 18, 2012. Negotiation of the draft agreements with the investors continued through September 2012. During this time, the draft Investment agreements were also reviewed by the Company’s federal regulator. In October 2012, the draft negotiated agreements were distributed to more than 60 other accredited investors including institutional investors, members of the Company’s Board of Directors and executive management team, Mr. Wilson, and several employees of Company’s placement agent and other accredited investors. On November 13, 2012, the Company’s Board of Directors met to review the updated negotiated Investment agreements and approved and authorized their execution. The separate securities purchase agreement negotiated with the Department of Treasury memorializing the restructured terms of the TARP Preferred Stock was also approved by the Board and entered into on November 13, 2012.

On November 13, 2012, Community Financial Shares entered into 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 Preferred Stock at $100.00 per share, 56,708 shares of Series D Preferred Stock at $100.00 per share and 6,728 shares of Series E Preferred Stock at $100.00 per share in the Investment. The closing of the Investment occurred on December 21, 2012.

To complete the transactions contemplated by the Securities Purchase Agreement, on December 12, 2012, the Board of Directors obtained the consent of holders of a majority of the Company’s outstanding shares of common stock to approve amendments to the Company’s Certificate of Incorporation to: (i) increase the number of shares of common stock the Company is authorized to issue, and (ii) to permit the shares of voting preferred stock issued in the Investment to vote together with the shares of common stock on an as converted basis.

Impact of the Investment

In accordance with the terms of the Securities Purchase Agreement, the Company used a portion of the proceeds raised in the Investment to repay a $1.3 million loan facility with an independent third party bank for $900,000 and, pursuant to an agreement between the Treasury and the Company, the Company redeemed, for $3.7 million, the $6.9 million in Series A Preferred Stock and Series B Preferred Stock issued to the Treasury, as well as accrued interest and dividends thereon, in connection with the Treasury’s Troubled Asset Relief Program. Following the TARP Repurchase, the Series A Preferred Stock and Series B Preferred Stock are no longer outstanding, and accordingly the Company no longer expects to be subject to the restrictions imposed upon us by the terms of our Series A Preferred Stock, Series B Preferred Stock, or certain regulatory provisions of the EESA and ARRA that are imposed on TARP recipients. Additionally, at December 31, 2012, the Bank’s Tier 1 capital to total assets ratio increased to 7.73% and its ratio of total capital to risk-weighted assets increased to 12.62%.

 

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As a result of the Investment, the investors in the Investment collectively own approximately 73.0% of the Company’s outstanding voting securities. Pursuant to the terms of the Securities Purchase Agreement, we agreed to conduct a rights offering to holders of our Pre-Investment Shareholders to provide the Pre-Investment Shareholders with the opportunity to purchase up to 3.0 million shares of our common at a purchase price per share equal to the conversion price of the Series C Preferred Stock (currently $1.00 which is the same price per share of common stock offered to investors in the Investment). The Securities Purchase Agreement provides that, to the extent the rights offering dilutes their voting or economic ownership interests, four of the investors will have the option of purchasing additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering to permit them to maintain both the voting and economic ownership interest in the Company’s shares that those investors had immediately after the closing of the Investment. Assuming that 3.0 million shares of common stock are sold in the rights offering, these four investors would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering.

Effective as of the closing of the Investment, Donald H. Wilson, Christopher M. Hurst, Daniel Strauss and Philip Timyan were appointed as advisory directors of the Company and the Bank pending the Company’s and the Bank’s receipt of all regulatory approvals required to appoint such individuals as directors of the Company and the Bank. Upon receipt of such regulatory approvals, in accordance with the terms of the Securities Purchase Agreement, Mr. Wilson will become the Chairman of the Board of Directors of the Company and the Bank and Mr. Hurst, Mr. Strauss and Mr. Timyan will become full voting members of the Board of Directors of the Company and the Bank. On January 8, 2013, Donald H. Fischer retired as Chairman of the Board of Directors. Four additional directors of the Company and the Bank will resign so that the size of the Company’s and the Bank’s Board of Directors can be fixed at nine members in accordance with the terms of the Securities Purchase Agreement. As further described above, the Board has continuously reviewed the Bank’s operations and the qualifications of management. No other changes to the Company’s or the Bank’s management or operations are currently contemplated.

Competition

Active competition exists in all principal areas where the Bank operates, not only with other commercial banks, finance companies and mortgage bankers, but also with savings and loan associations, credit unions, and other financial service companies serving the Company’s market area. The principal methods of competition between the Company and its competitors are price and service. Price competition, primarily in the form of interest rate competition, is a standard practice within the Company’s market place as well as the financial services industry. Service, expansive banking hours, and product quality are also significant factors in competing and allow for differentiation from competitors.

Deposits in the Bank are well balanced, with a large customer base and no dominant segment of accounts. The Bank’s loan portfolio is also characterized by a large customer base, including loans to commercial, not-for-profit and consumer customers, with no dominant relationships. There is no readily available source of information that delineates the market for financial services offered by non-bank competitors in the Company’s market.

Lending Activities

General. The Bank’s loan portfolio is comprised primarily of real-estate mortgage loans, which include loans secured by residential, multi-family and nonresidential properties. The Bank originates loans on real estate generally located in the Bank’s primary lending area in central DuPage County, Illinois. In addition to portfolio mortgages, the Bank routinely originates and sells residential mortgage loans and servicing rights for other investors in the secondary market. The Bank services all of its portfolio loans and the Bank has not purchased mortgage servicing rights.

Loans represent the principal source of revenue for the Company. Risk is controlled through loan portfolio diversification and the avoidance of credit concentrations. Loans are made primarily within the Company’s geographic market area. The loan portfolio is distributed among general business loans, commercial real estate, residential real estate, and consumer installment loans. The Company has no foreign loans, no highly leveraged transactions, and no syndicated purchase participations.

 

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The Company’s loan portfolio by major category as of the periods presented is shown below.

 

     September 30,     

Year Ended December 31,

 
     2012     2011     2010     2009     2008     2007  
                 (In thousands)        

Real estate

            

Commercial

   $ 96,116      $ 94,513      $ 94,356      $ 99,416      $ 84,103      $ 87,746   

Construction

     2,486        4,361        15,435        21,341        31,243        39,016   

Residential

     19,460        21,054        25,964        25,424        18,790        21,279   

Home Equity

     53,749        59,176        66,243        63,758        59,727        51,498   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

     171,811        179,104        201,998        209,939        193,863        199,539   

Commercial

     26,205        26,203        25,572        25,907        27,175        28,228   

Consumer

     1,299        1,392        1,399        1,662        1,762        1,895   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans

     199,315        206,699        228,969        237,508        222,800        229,662   

Deferred loan costs, net

     211        265        317        276        115        44   

Allowance for loan losses

     (5,309     (8,854     (7,679     (4,812     (3,300     (1,970
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans, net

   $ 194,217      $ 198,110      $ 221,607      $ 232,972      $ 219,615      $ 227,736   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loan Maturities and Sensitivities of Loans to Changes in Interest Rates

The following tables show the amount of total loans outstanding as of September 30, 2012 and December 31, 2011 which, based on remaining scheduled repayments of principal, are due in the periods indicated.

 

     September 30, 2012
Maturing
 
     Within One     

After One

But Within

     After
Five
        
     Year      Five Years      Years      Total  
     (Dollars in thousands)  

Commercial

   $ 19,087       $ 6,159       $ 959       $ 26,205   

Real Estate

     24,974         101,177         45,660         171,811   

Consumer

     827         472         —           1,299   
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 44,888       $ 107,808       $ 46,619       $ 199,315   
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2011
Maturing
 
     Within One     

After One

But Within

     After
Five
        
     Year      Five Years      Years      Total  
     (Dollars in thousands)  

Commercial

   $ 18,942       $ 6,413       $ 848       $ 26,203   

Real Estate

     26,894         93,684         58,526         179,104   

Consumer

     422         970         —           1,392   
  

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 46,258       $ 101,067       $ 59,374       $ 206,699   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Below is a schedule of loan amounts maturing or re-pricing, classified according to sensitivity to changes in interest rates, as of September 30, 2012 and December 31, 2011.

 

     September 30, 2012
Interest Sensitivity
 
     Fixed Rate      Variable Rate      Total  
     (Dollars in thousands)  

Due within three months

   $ 5,400       $ 7,724       $ 13,124   

Due after three months but within one year

     14,922         13,300         28,222   

Due after one but within five years

     88,285         20,052         108,337   

Due after five years

     12,415         37,217         49,632   
  

 

 

    

 

 

    

 

 

 

Total

   $ 121,022       $ 78,293       $ 199,315   
  

 

 

    

 

 

    

 

 

 
     December 31, 2011
Interest Sensitivity
 
     Fixed Rate      Variable Rate      Total  
     (Dollars in thousands)  

Due within three months

   $ 10,415       $ 3,904       $ 14,319   

Due after three months but within one year

     15,115         16,223         31,338   

Due after one but within five years

     86,174         15,052         101,226   

Due after five years

     9,796         50,020         59,816   
  

 

 

    

 

 

    

 

 

 

Total

   $ 121,500       $ 85,199       $ 206,699   
  

 

 

    

 

 

    

 

 

 

Residential – One-to-Four Family Lending. In 1999 the Bank established a dedicated secondary mortgage department to assist local residents in obtaining mortgages with reasonable terms, conditions, and rates. The Bank offers various fixed and adjustable rate one-to-four family residential loan products the majority of which are sold, along with servicing rights, to a variety of investors in the secondary market. Interest rates are essentially dictated by the Bank’s investors and origination fees on secondary mortgage loans are priced to provide a reasonable profit margin and are dictated to a degree by regional competition.

The Bank, for secondary market residential loans, generally makes one-to-four family residential mortgage loans in amounts not to exceed 80% of the appraised value or sale price, whichever is less, of the property securing the loan, or up to 95% if the amount in excess of 80% of the appraised value is secured by private mortgage insurance. Loans for amounts between 80% and 85% of appraised value or sale price may also be granted with an increased interest rate. The Bank usually receives a service release fee of 1.0% to 1.5 % on one-to-four family residential mortgage loans.

In addition to loans originated for the secondary market, the Bank has portfolio loans secured by one-to-four family residential real estate that totaled approximately $19.5 million, or 9.8%, and $21.1 million, or 10.2% of the Bank’s total loan portfolio, as of September 30, 2012 and December 31, 2011, respectively.

Commercial Real Estate Lending. Loans secured by commercial real estate totaled approximately $96.1 million, or 48.2%, and $94.5 million, or 45.7% of the Bank’s total loan portfolio, at September 30, 2012 and December 31, 2011, respectively. Commercial real estate loans are generally originated in amounts up to 80% of the appraised value of the property. Such appraised value is generally determined by independent appraisers previously approved by the Board of Directors of the Bank.

The Bank’s commercial real estate loans are permanent portfolio loans secured by improved property such as office buildings, retail stores, warehouses, churches, and other non-residential buildings. Of the commercial real estate loans outstanding at September 30, 2012 and December 31, 2011, most are secured by properties located within 10 miles of the Bank’s offices in Wheaton and Glen Ellyn and were made to local customers of the Bank. In addition, borrowers generally must personally guarantee loans secured by commercial real estate. Commercial real estate loans generally have a 10 to 25 year amortization period and are made at rates based upon competitive local market rates, specific loan risk, and structure usage and type. Such loans generally have a five-year maturity.

 

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Commercial real estate loans are both adjustable and fixed, with fixed rates generally limited to no more than five years. Loans secured by commercial real estate properties are generally larger and involve a greater degree of risk than residential mortgage loans. Because payments on loans secured by commercial real estate properties are often dependent on successful operation or management of the properties, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks by lending to established customers and generally restricting such loans to its primary market area.

Construction Lending. The Bank is actively engaged in construction lending. Such activity is generally limited to individual new residential home construction, residential home additions, and new commercial buildings. Currently, the majority of the Bank’s new construction activity is in new commercial construction.

At September 30, 2012 and December 31, 2011, the Bank had $2.5 million and $4.4 million in construction loans outstanding, which represented 1.2% and 2.1% of the Bank’s loan portfolio at such respective dates. The Bank presently charges both fixed and variable interest rates on construction and end loans. Loans, with proper credit, may be made for up to 80% of the anticipated value of the property upon completion. Funds are usually disbursed based upon percentage of completion generally verified by an on-site inspection by Bank personnel and generally through a local title company construction escrow account.

Consumer Lending. As a community-oriented lender, the Bank offers consumer loans for any worthwhile purpose. Although the Bank offers signature unsecured loans, consumer loans are generally secured by automobiles, boats, mobile homes, stocks, bonds, and other personal property. Consumer loans totaled $1.3 million, or 0.7%, and $1.4 million, or 0.7% of the Bank’s total loan portfolio, at September 30, 2012 and December 31, 2011, respectively. Consumer loans generally have higher yields than residential mortgage loans since they involve a higher credit risk and smaller volumes with which to cover basic costs.

Home Equity Lending. Home equity loans are generally made not to exceed 80% of the first and second combined mortgage loan to value. These loans are generally made for ten-year terms and are generally revolving credit lines with minimum payment structures of interest only. The interest rate on these lines of credit adjusts at a rate based on the prime rate of interest. Additionally, the Bank offers five-year amortizing fixed rate home equity balloon loans for those who desire to limit interest rate risk. At September 30, 2012 and December 31, 2011, the outstanding home equity loan balance was $53.7 million and $59.2 million, respectively, or 27.0% and 28.6%, respectively, of the Bank’s total loan portfolio.

Commercial Lending. The Bank actively engages in general commercial lending within its market area. These loans are primarily revolving working capital lines, inventory loans, and equipment loans. The commercial loans are generally based on serving the needs of small businesses in the Bank’s market area while limiting the Bank’s business risks to reasonable lending standards. Commercial loans are made with both fixed and adjustable rates and are generally secured by equipment, accounts receivable, inventory, and other assets of the business. Personal guarantees generally support these credit facilities. The Bank also provides commercial and standby letters of credit to assist small businesses in their financing of special purchasing or bonding needs. Standby letters of credit outstanding at September 30, 2012 and December 31, 2011 totaled $209,000 and $273,000, respectively. Commercial loans totaled approximately $26.2 million and $26.2 million, or 13.1% and 12.7% of the Bank’s total loan portfolio, at September 30, 2012 and December 31, 2011, respectively.

Loan Concentration

At September 30, 2012 and December 31, 2011, the Company did not have any concentration of loans exceeding 10% of total loans which are otherwise not disclosed. Loan concentrations are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions.

 

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Provision for Loan Losses

The provision for loan losses is determined by management through a quarterly evaluation of the adequacy of the allowance for loan losses. This evaluation takes various factors into consideration. The provision is based on management’s judgment of the amount necessary to maintain the allowance for loan losses at an adequate level for probable incurred credit losses. In determining the provision for loan losses, management considers the Company’s consistent loan growth and the amount of net charge-offs each year. Other factors, such as changes in the loan portfolio mix, delinquency trends, current economic conditions and trends, reviews of larger loans and known problem credits and the results of independent loan review and regulatory examinations are also considered by management in assessing the adequacy of the allowance for loan losses.

The allowance for loan losses is particularly subject to change as it is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other environmental factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectbility of a loan balance is confirmed.

A loan is impaired when full payment under the loan terms is not expected. Commercial and commercial real estate loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, may be collectively evaluated for impairment.

Assets acquired through or instead of loan foreclosure such as other real estate are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed.

The allowance for loan losses was $5.3 million and $8.9 million, representing 2.7% and 4.3% of total loans, as of September 30, 2012 and December 31, 2011, respectively, compared to an allowance of $7.7 million, or 3.4% of total loans, at December 31, 2010 and $4.8 million, or 2.0% of total loans, at December 31, 2009. The increase in the provision was the result of management’s quarterly analysis of the allowance for loan losses. Management believes that, based on information available at September 30, 2012 and December 31, 2011, the Bank’s allowance for loan losses was adequate to cover probable incurred losses inherent in its loan portfolio at those dates. 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 for loan losses 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 review 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. Any material increase in the allowance for loan losses may adversely affect our financial condition, results of operations and our ability to comply with the Order.

 

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The following table details the component changes in the Company’s allowance for loan losses for each of the periods presented:

 

     At September 30,     At December 31,  
     2012     2011     2010     2009     2008     2007  

Net Total Loans at period end

   $ 194,217      $ 198,110      $ 221,607      $ 232,972      $ 219,615      $ 227,736   

Average daily balances for loans for the year

     201,119        218,259        232,467        228,676        225,245        205,326   

Allowance for loan losses at beginning of period

   $ 8,854      $ 7,679      $ 4,812      $ 3,300      $ 1,970      $ 1,549   

Loan charge-offs during the period

            

Commercial

     (295     (109     (1,281     (5     (771     (14

Commercial real estate

     (1,877     (396     (456     (774     —          —     

Construction

     (1,740     (2,812     (3,084     —          —          —     

Residential

     (456     (872     (107     (36     —          —     

Real Estate

     —          —          —          —          (125     —     

Home equity line of credit

     (358     (813     (569     —          —          —     

Consumer

     (5     (8     (15     (22     (9     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Charge-offs

     (4,731     (5,010     (5,512     (837     (905     (14

Loan recoveries during the period

            

Commercial

     9        2        22        4        20        15   

Commercial real estate

     10        —          —          —          —          —     

Residential

     30        —          —          —          —          —     

Home equity line of credit

     —          3        —          —          —          —     

Consumer

     —          9        17        1        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recoveries

     49        14        39        5        20        15   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net recoveries (charge-offs)

     (4,682     (4,996     (5,473     (832     (885     1   

Provision charged to expense

     1,137        6,171        8,340        2,344        2,215        420   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for loan losses at end of period

   $ 5,309      $ 8,854      $ 7,679      $ 4,812      $ 3,300      $ 1,970   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net recoveries/(charge-offs) during the period to average loans outstanding

     (2.33 %)      (2.29 %)      (2.35 %)      (0.36 %)      (0.39 %)      0.00

Allowance for loan losses to loans outstanding at year-end

     2.66     4.28     3.35     2.03     1.48     0.86

 

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Allocation of the Allowance for Loan Losses

Presented below is an analysis of the composition of the allowance for loan losses and percent of loans in each category to total loans as of the dates indicated:

 

     At September 30,           At December 31,        
     2012     2011     2010     2009  
     Amount      Percent     Amount      Percent     Amount      Percent     Amount      Percent  

Balance at End of Period:

          (Dollars in thousands)   

Commercial and industrial (1)

   $ 700         13.2   $ 2,463         27.8   $ 791         10.2   $ 762         15.8

Real estate mortgage (2)

     3,254         61.3        4,171         47.1        5,075         56.5        2,863         59.5   

HELOC

     888         16.7        1,398         15.8        838         12.3        389         8.1   

Residential

     449         8.5        803         9.1        661         8.0        770         16.0   

Individuals’ loans for household and other personal expenditures, including other loans

     18         0.3        19         0.2        19         0.3        24         0.5   

Unallocated

     —           —          —           —          295         12.7        4         0.1   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Totals

   $ 5,309         100.0   $ 8,854         100.0   $ 7,679         100.0   $ 4,812         100.0
  

 

 

      

 

 

      

 

 

      

 

 

    

 

(1) Category also includes lease financing, loans to financial institutions, tax-exempt loans, agricultural production financing and other loans to farmers and construction real estate loans.
(2) Category includes commercial, farmland and residential real estate loans.

One measurement used by management in assessing the risk inherent in the loan portfolio is the level of nonperforming loans. Nonperforming loans are comprised of non-accrual loans and other loans 90 days or more past due. Nonperforming loans and other assets were as follows at the dates indicated.

 

 

     At September 30,     At December 31,  
     2012     2011     2010     2009     2008     2007  

Non-accrual loans

   $ 5,174      $ 7,220      $ 11,595      $ 14,555      $ 2,725      $ 62   

Non-accrual restructured loans

     3,644        6,579        8,699        —          —          —     

Other loans 90 days past due

     —          —          —          480        32        635   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total nonperforming loans

     8,818        13,799        20,294        15,035        2,757        697   

Other real estate owned

     11,078        9,265        3,008        2,396        198        —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total nonperforming assets

   $ 19,896      $ 23,064      $ 23,302      $ 17,431      $ 2,955      $ 697   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accruing restructured loans

   $ 3,681      $ 2,295      $ 6,090      $ 12,358        —          —     

Nonperforming loans to total loans

     4.42     6.68     8.86     6.33     1.24     0.30

Allowance for loan losses To nonperforming loans

     60.21     64.16     37.84     32.00     119.70     282.64

Total nonperforming assets To total stockholders’ equity

     362.7     318.1     131.2     69.92     17.79     3.77

Total nonperforming assets To total assets

     5.95     7.01     6.71     5.11     1.01     0.23

 

 

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At September 30, 2012, nonperforming assets consisted of $8.8 million of nonaccrual loans and other real estate owned of $11.1 million. The largest component of nonperforming loans was commercial real estate loans, which represented $4.8 million, or 56.0%, of total nonperforming loans at September 30, 2012. At September 30, 2012, residential mortgage loans totaled $1.3 million, or 14.0%, of total nonperforming loans, and home equity lines of credit totaled $2.6 million, or 30.0%, of total nonperforming loans. The ratio of the allowance for loan losses to nonperforming loans was 60.0% as of September 30, 2012 as compared to 33.0% as of September 30, 2011.

At December 31, 2011, nonperforming assets consisted of $13.8 million of nonaccrual loans and other real estate owned of $9.3 million. The largest component of nonperforming loans was commercial real estate loans, which represented $4.7 million, or 34.2%, of total nonperforming loans at December 31, 2011. At December 31, 2011, residential mortgage loans totaled $4.2 million, or 30.3%, of total nonperforming loans, home equity lines of credit totaled $2.7 million, or 19.4%, of total nonperforming loans, and construction loans totaled $2.2 million, or 15.8%, of total nonperforming loans. The ratio of the allowance for loan losses to nonperforming loans was 64.2% as of December 31, 2011 as compared to 37.8% as of December 31, 2010.

The Bank would have recorded interest income of $219,000 and $1.2 million for the nine months ended September 30, 2012 and for the year ended December 31, 2011 had non-accrual loans and troubled debt restructurings been current in accordance with their original terms.

Other real estate owned (“OREO”) totaled $11.1 million at September 30, 2012, compared to $9.3 million at December 31, 2011 and $3.0 million at December 31, 2010. At September 30, 2012, OREO consisted of 24 properties that were acquired through foreclosure or deed in lieu of foreclosure. Included in the total are 12 residential properties, nine commercial real estate properties and three parcels of land. At December 31, 2011, OREO consisted of 20 properties that were acquired through foreclosure or deed in lieu of foreclosure. Included in the total are 13 residential properties, six commercial real estate properties and a parcel of land.

The provision for loan losses for the nine months ended September 30, 2012 totaled $1.1 million, compared to $6.2 million for the year ended December 31, 2011 and $8.3 million for the year ended December 31, 2010. This decrease in the provision is the result of management’s quarterly analysis of the allowance for loan losses. Levels of nonperforming loans are considered manageable at year end 2011. Total nonperforming loans as a percentage of total loans totaled 4.42% at September 30, 2012, compared to 6.68% at December 31, 2011 and 8.86% at December 31, 2010. Based on its analysis of the loan portfolio risks discussed above, including historical loss experience and levels of nonperforming loans, management believes that the allowance for loan losses is adequate at December 31, 2011 to cover any potential losses.

Net charge-offs for the nine months ended September 30, 2012 and the years ended December 31, 2011 and 2010 totaled $4.7 million, $5.0 million and $5.5 million, respectively. The charge-offs during these periods were primarily the result of recent recessionary economic conditions and the weakened economic environment’s impact upon smaller businesses within the Company’s primary market area. In 2005 management formed a credit quality committee that was charged with monitoring problem credits and directing their resolution. The committee has been successful in identifying existing problem credits and meets on a monthly basis to monitor troubled credits. The Company’s management believes that as of September 30, 2012 and December 31, 2011 any past problems which resulted from weaknesses in processes have been identified and addressed.

Investment Securities

The Board of Directors sets the investment policy and procedures of the Bank. This policy generally provides that investment decisions will be made based on the safety of the investment, liquidity requirements of the Bank and, to a lesser extent, potential return on the investments. In pursuing these objectives, the Bank considers the ability of an investment to provide earnings consistent with factors of quality, maturity, marketability and risk diversification. The Bank does not participate in hedging programs or other activities involving the use of derivative financial instruments. Similarly, the Bank does not invest in mortgage-related securities which are deemed to be “high risk,” or purchase bonds which are not rated investment grade.

 

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The Company’s securities portfolio can be divided into five categories, as shown below. The securities portfolio is managed to provide liquidity and earnings in various interest rate cycles. The carrying value of these securities for the following periods is detailed below.

 

     At September 30,
2012
     2011      At December 31,
2010
     2009  

U.S. Government Agencies

   $ 15,358       $ 9,041       $ 11,801       $ 17,691   

Mortgage-backed Securities

     24,190         21,665         18,198         11,131   

States and Political Subdivisions

     11,053         12,926         12,868         15,339   

Agency Preferred Stock

     13         25         11         20   

SBA Guaranteed Pool

     243         274         297         363   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investment Securities

   $ 50,857       $ 43,931       $ 43,175       $ 44,544   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table shows the weighted average yield for each security group by term to final maturity as of September 30, 2012.

 

Security Type

   Less than
1 year
     Yield     1 to 5
years
     Yield     5 to 10
years
     Yield     Over 10
years
     Yield  

U.S. Government Agencies

   $ 0         0.00   $ 0         0.00   $ 2,012         2.29   $ 13,347         2.09

Mortgage-Backed Securities

     7         3.77     0         0.00     2,177         1.16     22,006         2.18

States and Political Subdivisions(1)

     62         4.12     980         6.28     667         7.24     9,344         5.44

Agency Preferred Stock

     0         0.00     0         0.00     0         0.00     13         0.00

SBA Guaranteed Pool

     0         0.00     0         0.00     156         2.51     86         2.48
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Investment Securities

   $ 69         4.08   $ 980         6.28   $ 5,012         2.47   $ 44,796         2.83
  

 

 

      

 

 

      

 

 

      

 

 

    

 

1

Fully taxable equivalent.

 

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The following table shows the weighted average yield for each security group by term to final maturity as of December 31, 2011.

 

Security Type

   Less than
1 year
     Yield     1 to 5
years
     Yield     5 to 10
years
     Yield     Over 10
years
     Yield  

U.S. Government Agencies

   $ 0         0.00   $ 0         0.00   $ 1,009         3.00   $ 8,032         2.09

Mortgage-Backed Securities

     0         0.00     29         4.12     571         1.76     21,065         2.56

States and Political Subdivisions(1)

     32         4.00     1,040         6.17     867         7.20     10,987         5.74

Agency Preferred Stock

     0         0.00     0         0.00     0         0.00     25         0.00

SBA Guaranteed Pool

     0         0.00     0         0.00     184         2.53     90         2.48
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Investment Securities

   $ 32         4.00   $ 1,069         6.11   $ 2,631         4.08   $ 40,199         3.34
  

 

 

      

 

 

      

 

 

      

 

 

    

 

1 

Fully taxable equivalent

At September 30, 2012 and December 31, 2011, the Company did not own any security of any one issuer where the aggregate carrying value of such securities exceeded 10 percent of the Company’s stockholders’ equity, except for certain debt securities of the U.S. Government agencies and corporations.

Deposits

The Bank offers a variety of deposit accounts with a range of interest rates and terms. The Bank’s deposit accounts consist of regular savings accounts, retail checking/NOW accounts, commercial checking accounts, money market accounts and certificate of deposit accounts. The Bank offers certificate of deposit accounts with balances in excess of $100,000 at preferential rates (jumbo certificates) and also offers Individual Retirement Accounts (“IRAs”) and other qualified plan accounts.

At September 30, 2012 and December 31, 2011, the Bank’s deposits totaled $307.4 million and $301.1 million, or 93.5% and 93.6% of interest-bearing liabilities. This represents a decrease from December 31, 2010 when the Bank’s deposits of $309.1 million represented 93.8% of interest-bearing liabilities. For the year ended December 31, 2011, the average balance of core deposits (savings, NOW, money market and non-interest bearing accounts) totaled $196.9 million, or 66.5% of total average deposits, compared to $186.0 million, or 62.5% of total average deposits, for the year ended December 31, 2010. Although the Bank has a significant portion of its deposits in core deposits, management monitors activity on the Bank’s core deposits and, based on historical experience and the Bank’s current pricing strategy, believes that the Bank will continue to retain a large portion of such accounts.

The flow of deposits is influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates and local competition. The Bank’s deposits are obtained predominantly from the areas in which its facilities are located. The Bank relies primarily on customer service and long-standing relationships with customers to attract and retain these deposits; however, market interest rates and rates offered by competing financial institutions affect the Bank’s ability to attract and retain deposits. The Bank uses traditional means of advertising its deposit products and generally does not solicit deposits from outside its market area. While certificates of deposit in excess of $100,000 are accepted by the Bank, and may be subject to preferential rates, the Bank does not actively solicit such deposits as such deposits are more difficult to retain than core deposits.

 

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The following table sets forth the distribution of the Bank’s deposit accounts for the periods indicated and the weighted average rates on each category presented.

 

     At September 30, 2012     At December 31, 2011     At December 30, 2010  
    

Balance
     Weighted
Average
Rate
   

Balance
     Weighted
Average
Rate
   

Balance
     Weighted
Average
Rate
 

Noninterest-bearing accounts

   $ 37,585         —     $ 36,324         —     $ 34,047         —  

NOW accounts

     70,957         0.33     75,524         0.38     80,282         0.58

Regular savings accounts

     60,855         0.36     55,026         0.40     50,793         0.51

Money market accounts

     43,380         0.59     41,907         0.67     34,560         0.65

Certificates of deposit

     94,653         1.13     92,320         1.31     109,398         1.76
  

 

 

      

 

 

      

 

 

    

Total deposits

   $ 307,430         0.58   $ 301,101         0.66   $ 309,080         0.96
  

 

 

      

 

 

      

 

 

    

The following table shows the maturity schedule for the Company’s time deposits of $100,000 or more as of September 30, 2012, December 31, 2011 and December 31, 2010.

 

 

     At September 30,      At December 31,  
     2012      2011      2010  

Three months or less

   $ 9,128       $ 10,161       $ 15,483   

Three months through six months

     4,747         5,093         9,759   

Six months through twelve months

     10,317         11,659         15,876   

Over twelve months

     15,302         11,288         9,146   
  

 

 

    

 

 

    

 

 

 
   $ 39,494       $ 38,201       $ 50,264   
  

 

 

    

 

 

    

 

 

 

Personnel

As of September 30, 2012, the Company and its subsidiaries had a total of 83 full-time employees and 16 part-time employees. This compares to 75 and 77 full-time and 17 and 17 part-time employees as of December 31, 2011 and 2010, respectively. None of these employees are subject to a collective bargaining agreement. We believe our relationship with our employees is good.

Legal Proceedings

Neither the Company nor the Bank is a party to, and none of their property is subject to, any material legal proceedings at this time.

Regulation and Supervision

The Company and the Bank are subject to an extensive system of banking laws and regulations that are intended primarily for the protection of the customers and depositors of the Company’s bank subsidiary rather than holders of the Company’s securities. These laws and regulations govern such areas as permissible activities, reserves, loans and investments, and rates of interest that can be charged on loans.

The Dodd-Frank Act, which was enacted on July 21, 2010, restructured the regulation of depository institutions. The Dodd-Frank Act contains several provisions that will continue to have a direct impact on the operations of the Company and the Bank. The legislation contains changes to the laws governing, among other things, FDIC assessments, mortgage originations, holding company capital requirements and risk retention requirements for securitized loans. The Dodd-Frank Act also provided for the creation of a new agency, the

 

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Consumer Financial Protection Bureau, as an independent bureau of the Federal Reserve Board, to take over the implementation of federal consumer financial protection and fair lending laws from the depository institution regulators. However, institutions of $10 billion or fewer in assets continue to be examined for compliance with such laws and regulations by, and subject to the primary enforcement authority of, the prudential regulator rather than the Consumer Financial Protection Bureau. Much of the legislation requires implementation through regulations and, accordingly, a complete assessment of its impact on the Company and the Bank are not yet possible since such regulations have not yet been issued. However, the enactment of the legislation is likely to increase regulatory burdens and costs for us and have a material impact on our operations.

Certain of the regulatory requirements that are or will be applicable to the Company and the Bank are described below. This description of statutes and regulations is not intended to be a complete explanation of such statutes and regulations and their effects on the Company and the Bank and is qualified in its entirety by reference to the actual statutes and regulations.

Regulation of the Company

The Company is regulated as a bank holding company under the Bank Holding Company Act of 1956, as amended by the 1999 financial modernization legislation known as the Gramm-Leach-Bliley Act (the “BHC Act”). As such, it is subject to the supervision and enforcement authority of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks, performing certain servicing activities for subsidiaries, and activities that the Federal Reserve Board has determined, by order of regulation in effect prior to the enactment of the BHC Act, to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. As a result of the Gramm-Leach-Bliley Act amendments to the BHC Act, a bank holding company that meets certain requirements and opts to become a “financial holding company” may engage in any activity, or acquire and retain the shares of any company engaged in any activity, that is either (1) financial in nature or incidental to such financial activity (as determined by the Federal Reserve Board in consultation with the U.S. Secretary of the Treasury) or (2) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve Board). Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and making merchant banking investments in commercial and financial companies.

Further, under the BHC Act, the Company is required to file annual reports and such additional information as the Federal Reserve Board may require and is subject to examination by the Federal Reserve Board. The Federal Reserve Board has jurisdiction to regulate virtually all aspects of the Company’s business.

The BHC Act requires every bank holding company to obtain the prior approval of the Federal Reserve Board before merging with or consolidating into another bank holding company, acquiring substantially all the assets of any bank or acquiring directly or indirectly any ownership or control of more than 5% of the voting shares of any bank.

The BHC Act also prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank and from engaging in any business other than that of banking, managing and controlling banks, or furnishing services to banks and their subsidiaries. The Company, however, may engage in certain businesses determined by the Federal Reserve Board to be so closely related to banking or managing and controlling banks as to be a proper incident thereto.

Banking regulations restrict the amount of dividends that a bank may pay to its stockholders. Thus, the Company’s ability to pay dividends to its shareholders will be limited by statutory and regulatory restrictions. Illinois’ banking laws restrict the payment of cash dividends by a state bank by providing, subject to certain exceptions, that dividends may be paid only out of net profits then on hand after deducting its losses and bad debts. Federal law generally prohibits a bank from making any capital distribution (including payment of a dividend) or paying any management fee to its parent company if the depository institution would thereafter be undercapitalized. The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies which provides that dividends should only be paid out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset

 

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quality, and overall financial condition. The Federal Reserve Board’s policies also provide that a bank holding company should serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. These policies could also impact the Company’s ability to pay dividends

The FDIC may prevent an insured bank from paying dividends if the Bank is in default of payment of any assessment due to the FDIC. In addition, the FDIC may prohibit the payment of dividends by a bank, if such payment is determined, by reason of the financial conditions of the bank, to be an unsafe and unsound banking practice.

The Regulation of the Bank

The Bank is regulated by the FDIC, as its primary federal regulator. The Bank is subject to the provisions of the Federal Deposit Insurance Act and examination by the FDIC. As an Illinois state–chartered bank, the Bank is also subject to examination by the IDFPR. The examinations by the various regulatory authorities are designed for the protection of bank depositors and the solvency of the FDIC Deposit Insurance Fund.

The federal and state laws and regulations generally applicable to the Bank regulate, among other things, the scope of business, its investments, reserves against deposits, the nature and amount of and collateral for loans, and the location of banking offices and types of activities which may be performed at such offices. Both the IDFPR and the FDIC have enforcement authority over the Bank, including the authority to appoint a conservator or receiver under certain circumstances.

Subsidiaries of a bank holding company are subject to certain restrictions under the Federal Reserve Act and the Federal Deposit Insurance Act on loans and extensions of credit to the bank holding company or to its other subsidiaries, investments in the stock or other securities of the bank holding company or its other subsidiaries, or advances to any borrower collateralized by such stock or other securities.

The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC.

Under the FDIC’s previous risk-based assessment system, insured institutions were assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels and certain other factors, with less risky institutions paying lower assessments. An institution’s assessment rate depended upon the category to which it is assigned and, effective April 1, 2009, assessment rates range from seven to 77.5 basis points. On February 7, 2011, the FDIC approved a final rule that implemented changes to the deposit insurance assessment system mandated by the Dodd-Frank Act. The final rule, which became effective on April 1, 2011, revised the base on which deposit insurance assessments are charged from one that is based on domestic deposits to one that is based on average consolidated total assets minus average tangible equity. Under the final rule, insured depository institutions are required to report their average consolidated total assets on a daily basis, using the regulatory accounting methodology established for reporting total assets. For purposes of the final rule, tangible equity is defined as Tier 1 capital.

The FDIC imposed on all insured institutions a special emergency assessment of five basis points of total assets minus Tier 1 capital (as of June 30, 2009), capped at ten basis points of an institution’s deposit assessment base, in order to cover losses to the Deposit Insurance Fund. That special assessment was collected on September 30, 2009. The FDIC provided for similar assessments during the final two quarters of 2009, if deemed necessary.

In lieu of further special assessments, however, the FDIC required insured institutions to prepay estimated quarterly risk-based assessments for the fourth quarter of 2009 through the fourth quarter of 2012. The estimated assessments, which included an assumed annual assessment base increase of 5%, were recorded as a prepaid expense asset as of December 30, 2009. As of December 31, 2009, and each quarter thereafter, a charge to earnings is recorded for each regular assessment with an offsetting credit to the prepaid asset.

 

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Due to the recent difficult economic conditions, deposit insurance per account owner has been raised to $250,000. That coverage was made permanent by the Dodd-Frank Act. In addition, the FDIC adopted an optional Temporary Liquidity Guarantee Program by which, for a fee, noninterest-bearing transaction accounts would receive unlimited insurance coverage until June 30, 2010, subsequently extended to December 31, 2010, and certain senior unsecured debt issued by institutions and their holding companies between October 13, 2008 and October 31, 2009 would be guaranteed by the FDIC through June 30, 2012, or in some cases, December 31, 2012. The Bank participates in the unlimited noninterest-bearing transaction account coverage and the Bank and the Company opted not to participate in the unsecured debt guarantee program. The Dodd-Frank Act extended the unlimited coverage for certain noninterest-bearing transaction accounts from January 1, 2011 until December 31, 2012 without the opportunity for opt out.

In addition to the assessment for deposit insurance, institutions are required to make payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize a predecessor deposit insurance fund. That payment is established quarterly and during the calendar year ending December 31, 2010 averaged 1.05 basis points of assessable deposits.

The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The Federal Deposit Insurance Corporation must seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more are supposed to fund the increase. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC, and the FDIC has recently exercised that discretion by establishing a long range fund ratio of 2%.

The Federal Deposit Insurance Corporation has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or regulatory condition imposed in writing. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

Capital Requirements

The Federal Reserve Board and the FDIC have established guidelines for risk-based capital of bank holding companies and banks. These guidelines establish a risk adjusted ratio relating total capital to risk-weighted assets and off-balance-sheet exposures. These capital guidelines primarily define the components of capital, categorize assets into different risk classes, and include certain off-balance-sheet items in the calculation of capital requirements. Generally, Tier 1 capital consists of shareholders’ equity less intangible assets and unrealized gain or loss on securities available for sale, and Tier 2 capital consists of Tier 1 capital plus qualifying loan loss reserves. The agencies also apply leverage requirements which establish a required ratio of Tier 1 capital to total adjusted assets. On January 21, 2011, the Bank entered into a Stipulation and Consent Order with the Federal Deposit Insurance Corporation and the Illinois Department of Financial and Professional Regulation. The Order requires the Bank to achieve Tier 1 capital at least equal to 8.0% of total assets and total capital at least equal to 12.0% of risk-weighted assets within 120 days of the order. As of September 30, 2012, these ratios totaled 2.9% and 5.5%, respectively.

The FDIC Improvement Act of 1991 established a system of prompt corrective action to resolve the problems of undercapitalized depository institutions. Under this system, federal banking regulators have established five capital categories, well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The federal banking agencies have also specified by regulation the relevant capital levels for each of the categories. Each depository institution is placed within one of these categories and is subject to differential regulation corresponding to the capital category within which it falls.

Federal banking regulators are required to take specified mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized. An institution in any of the undercapitalized categories is required to submit an acceptable capital

 

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restoration plan to its appropriate federal banking agency and such capital plan must be guaranteed by any parent holding company in an amount of the lesser of 5% of the institution’s assets or the amount of the capital deficiency. An undercapitalized institution is also generally prohibited from paying any dividends, increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval.

Failure to meet capital guidelines could subject a bank or a bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting brokered deposits, and other restrictions on its business. In addition, such a bank would generally not receive regulatory approval of any application that requires the consideration of capital adequacy, such as a branch or merger application, unless the bank could demonstrate a reasonable plan to meet the capital requirement within a reasonable period of time.

Monetary Policy and Economic Conditions

The earnings of commercial banks and bank holding companies are affected not only by general economic conditions, but also by the policies of various governmental regulatory authorities. In particular, the Federal Reserve Board influences conditions in the money and capital markets, which affect interest rates and growth in bank credit and deposits. Federal Reserve Board monetary policies have had a significant effect on the operating results of commercial banks in the past and this is expected to continue in the future. The general effect, if any, of such policies on future business and earnings of the Company and its Bank cannot be predicted.

Consumer Protection Laws

The Company’s business includes making a variety of types of loans to individuals. In making these loans, we are subject to State usury and regulatory laws and to various federal statutes, including the privacy of consumer information provisions of the Graham-Leach-Bliley Act and regulations promulgated thereunder, the Equal Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Real Estate Settlement Procedures Act, and the Home Mortgage Disclosure Act, and the regulations promulgated thereunder, which prohibit discrimination, specify disclosures to be made to borrowers regarding credit and settlement costs, and regulate the mortgage servicing activities of the Company, including the maintenance and operation of escrow accounts and the transfer of mortgage loan servicing. In receiving deposits, the Company is subject to extensive regulation under state and federal law and regulations, including the Truth in Savings Act, the Expedited Funds Availability Act, the Bank Secrecy Act, the Electronic Funds Transfer Act, the USA Patriot Act of 2001, and the Federal Deposit Insurance Act. Violation of these laws could result in the imposition of significant damages and fines upon the Company and its directors and officers.

Federal Taxation

The Company files a consolidated federal income tax return. To the extent a member incurs a net loss that is utilized to reduce the consolidated federal tax liability, that member will be reimbursed for the tax benefit utilized from the member incurring federal tax liabilities.

Amounts provided for income tax expense are based upon income reported for financial statement purposes and do not necessarily represent amounts currently payable to federal and state tax authorities. Deferred income taxes, which principally arise from the temporary difference related to the recognition of certain income and expense items for financial reporting purposes and the period in which they affect federal and state tax income, are included in the amounts provided for income taxes.

State Taxation

The Bank is required to file Illinois income tax returns and pay tax at an effective tax rate of 7.30% of Illinois taxable income. For these purposes, Illinois taxable income generally means federal taxable income subject to certain modifications the primary one of which is the exclusion of interest income on United States obligations.

 

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As a Delaware holding company not earning income in Delaware, the Company is exempt from Delaware Corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware.

Properties

The following table sets forth information related to the offices from which the Company conducts its business at September 30, 2012 and December 31, 2011. These properties are suitable and adequate for the Company’s business needs.

 

Entity

  

Description

  

Address

  

City/State

  

Approximate
Square Feet

  

Owned/

Leased

Community Bank-

Wheaton/Glen Ellyn

   Main office    357 Roosevelt Road    Glen Ellyn, IL    10,000    Owned

Community Bank-

Wheaton/Glen Ellyn

   Wheaton office    100 N. Wheaton Ave.    Wheaton, IL    12,500    Owned

Community Bank-

Wheaton/Glen Ellyn

   County Farm office   

370 S.

County Farm Rd.

   Wheaton, IL      7,000    Owned

Community Bank-

Wheaton/Glen Ellyn

  

North Wheaton

office

   1901 Gary Ave.    Wheaton, IL      4,700    Owned

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to aid the reader in understanding and evaluating the results of operations and financial condition of the Company and its consolidated subsidiaries as of and for the three and nine months ended September 30, 2012 and September 30, 2011 and as of and for the years ended December 31, 2011 and 2010. This discussion is designed to provide more comprehensive information about the major components of the Company’s results of operations and financial condition, liquidity and capital resources than can be obtained from reading the financial statements alone. This discussion should be read in conjunction with, and is qualified in its entirety by reference to, the Company’s consolidated financial statements, including the related notes thereto, presented elsewhere in this prospectus.

Critical Accounting Policies

Generally accepted accounting principles require management to apply significant judgment to certain accounting, reporting and disclosure matters. Management must use assumptions and estimates to apply those principles where actual measurement is not possible or practical. For a complete discussion of the Company’s significant accounting policies, see the notes to the consolidated financial statements and discussion throughout this Annual Report. Below is a discussion of the Company’s critical accounting policies. These policies are critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the Company’s financial statements. Management has reviewed the application of these policies with the Company’s Audit Committee.

Allowance for Loan Losses. The allowance for loan losses represents management’s estimate of probable losses inherent in the Company’s loan portfolio. In determining the appropriate amount of the allowance for loan losses, management makes numerous assumptions, estimates and assessments.

The Company’s strategy for credit risk management includes conservative credit policies and underwriting criteria for all loans, as well as an overall credit limit for each customer significantly below legal lending limits. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit quality reviews and management reviews of large credit exposures and loans experiencing deterioration of credit quality.

Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, reserves are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Company. Included in the review of individual loans are those that are impaired as provided in ASC 310-40, Accounting by Creditors for Impairment of a Loan. Any allowances for impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or fair value of the underlying collateral. The Company evaluates the collectibility of both principal and interest when assessing the need for a loss accrual. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations.

Homogenous loans, such as consumer installment and residential mortgage loans are not individually risk graded. Rather, credit scoring systems are used to assess credit risks. Reserves are established for each pool of loans using loss rates based on a five year average net charge-off history by loan category.

Historical loss rates for commercial and consumer loans may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the national and local economies, trends in the nature and volume of loans (delinquencies, charge-offs and nonaccrual loans,) changes in mix, asset quality trends, risk management and loan administration, changes in the internal lending policies and credit standards, collection practices and examination results from bank regulatory agencies and the Company’s internal loan review. An unallocated reserve, primarily based on the factors noted above, is maintained to recognize the imprecision in estimating and measuring loss when evaluating reserves for individual loans or pools of loans. Allowances on individual loans and historical loss rates are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

 

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The Company’s primary market area for lending is the county of DuPage in northeastern Illinois. When evaluating the adequacy of the allowance, consideration is given to this regional geographic concentration and the closely associated effect changing economic conditions have on the Company’s customers.

The Company has not substantively changed any aspect of its overall approach in the determination of the allowance for loan losses. There have been no material changes in assumptions or estimation techniques as compared to prior periods that impacted the determination of the current period allowance.

Any material increase in the allowance for loan losses may adversely affect our financial condition, results of operations and our ability to comply with the Order.

Valuation of Securities. The Company’s available-for-sale security portfolio is reported at fair value. The fair value of a security is determined based on quoted market prices. If quoted market prices are not available, fair value is determined based on quoted prices of similar instruments. Available-for-sale securities are reviewed quarterly for possible other-than-temporary impairment. The review includes an analysis of the facts and circumstances of each individual investment such as the length of time the fair value has been below cost, the expectation for that security’s performance, the credit worthiness of the issuer and the Company’s ability to hold the security to maturity. A decline in value that is considered to be other-than-temporary is recorded as a loss within other operating income in the consolidated statement of income.

Accounting Matters

In April 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. ASU 2011-02 clarifies the guidance in ASC 310-40 Receivables: Troubled Debt Restructurings by Creditors. Creditors are required to identify a restructuring as a troubled debt restructuring if the restructuring constitutes a concession and the debtor is experiencing financial difficulties. ASU 2011-02 clarifies guidance on whether a creditor has granted a concession and clarifies the guidance on a creditor’s evaluation of whether a debtor is experiencing financial difficulties. In addition, ASU 2011-02 also precludes the creditor from using the effective interest rate test in the debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. The effective date of ASU 2011-2 for public entities is effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. If, as a result of adoption, an entity identifies newly impaired receivables, an entity should apply the amendments for purposes of measuring impairment prospectively for the first interim or annual period beginning on or after June 15, 2011. The Company adopted the methodologies prescribed by this ASU on July 1, 2011 with no material impact on its financial condition, results of operation, and cash flows or on the total TDRs identified by the Company.

ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income. In June, 2011 FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total comprehensive income, the components of net income, and the components of other comprehensive income either in a 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. 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. The Company adopted the methodologies prescribed by this ASU with no material impact on its financial condition.

 

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Comparison of Financial Condition at September 30, 2012 and December 31, 2011

Total assets at September 30, 2012 were $334.2 million, which represented an increase of $5.2 million, or 1.6%, compared to $329.0 million at December 31, 2011. The increase in total assets was primarily due to increases in investment securities, cash and cash equivalents and foreclosed assets. Investment securities increased $7.0 million, or 15.9%, to $50.9 million at September 30, 2012 from $43.9 million at December 31, 2011. This increase is primarily due to investing excess liquidity and weak loan demand for the nine months ended September 30, 2012. Cash and cash equivalents increased $2.1 million, or 4.7%, to $46.4 million at September 30, 2012 from $44.3 million at December 31, 2011. In addition, foreclosed assets increased $1.8 million, or 19.4%, to $11.1 million at September 30, 2012 from $9.3 million at December 31, 2011. Partially offsetting these increases were decreases in loans receivable and Federal Home Loan Bank stock. Loans receivable decreased $3.9 million, or 2.0%, to $194.2 million at September 30, 2012 from $198.1 million at December 31, 2011 and Federal Home Loan Bank stock decreased $3.5 million, or 64.8%, to $1.9 million at September 30, 2012 from $5.4 million at December 31, 2011. The decrease in loans during the nine months ended September 30, 2012 is primarily due to charge-offs totaling $4.7 million. These write-downs were primarily due to the recognition of decreases in valuations on a portion of the Bank’s nonperforming commercial real estate loans. Included in foreclosed assets at September 30, 2012 are 12 one-to-four family residences, a mixed-use commercial/residential property, five commercial properties, two multi-family properties and three parcels of land.

Total liabilities at September 30, 2012 were $328.7 million, which represented an increase of $7.0 million, or 2.2%, compared to $321.7 million at December 31, 2011. Deposits increased $6.3 million, or 2.1%, to $307.4 million at September 30, 2012 from $301.1 million at December 31, 2011. This increase in deposits primarily consists of increases in: (1) regular savings accounts of $5.9 million, or 10.6%, to $60.9 million at September 30, 2012 from $55.0 million at December 31, 2011; (2) certificates of deposit of $2.4 million, or 2.5%, to $94.7 million at September 30, 2012 from $92.3 million at December 31, 2011; and (3) money market accounts of $1.5 million, or 3.6%, to $43.4 million at September 30, 2012 from $41.9 million at December 31, 2011. Interest-bearing demand deposit accounts decreased $4.5 million, or 6.0% to $71.0 million at September 30, 2012 from $75.5 million at December 31, 2011. The percentage of regular savings accounts to total deposits increased to 19.8% at September 30, 2012 from 18.3% at December 31, 2011 and the percentage of certificates of deposit to total deposits decreased slightly to 30.8% at September 30, 2012 from 30.7% at December 31, 2011. Borrowed money, consisting of Federal Home Loan Bank advances and other borrowings remained unchanged at $14.3 million at September 30, 2012 as compared to December 31, 2011.

Stockholders’ equity decreased $1.7 million, or 23.6%, to $5.5 million at September 30, 2012 from $7.2 million at December 31, 2011. The decrease in stockholders’ equity was primarily due to the Company’s net loss for the nine months ended September 30, 2012. In addition, the Company’s accumulated other comprehensive income relating to the change in fair value of its available-for-sale investment portfolio increased $90,000 for the nine months ended September 30, 2012. As of September 30, 2012 there were 1,245,267 shares of Company common stock outstanding, resulting in a tangible book value of ($1.19) per share at that date.

Tangible book value provides a method to assess the level of tangible net assets on a per share basis. Tangible book value is determined by methods other than in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). The Company’s management uses this non-GAAP measure in its analysis of the Company’s performance. This measure should not be considered a substitute for book value per share value, a GAAP basis measure, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. Management believes the presentation of tangible book value per share provides useful supplemental information that is essential to a proper understanding of the financial results of the Company. A reconciliation of tangible book value to GAAP book value can be found in the following table:

 

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      September 30,
2012
    December 31,
2011
 

Tangible book value per share:

    

Total capital

   $ 5,485      $ 7,250   

Less: Preferred equity

     6,970        6,970   

Tangible common equity

   $ (1,485   $ 280   

Outstanding common shares

     1,245,267        1,245,267   

Tangible book value per share

   $ (1.19   $ 0.22   

Comparison of Financial Condition for the Years Ended December 31, 2011 and December 31, 2010

Total assets as of December 31, 2011 were $329.0 million, which represented a decrease of $18.1 million, or 5.2%, compared to $347.1 million at December 31, 2010. The decrease in total assets was primarily due to decreases in loans receivable, net and interest-bearing time deposits. The decrease in loans receivable was attributable to the net effect of an $11.1 million decrease in construction loans, a $7.1 million decrease in home equity lines of credit, a $4.9 million decrease in residential real estate loans and an increase of $631,000 in commercial loans. Interest bearing time deposits decreased by $1.4 million, or 28.8%, to $3.4 million at December 31, 2011 from $4.8 million at December 31, 2010. Partially offsetting these decreases were increases in cash and cash equivalents and foreclosed assets. Cash and cash equivalents increased by $11.8 million, or 36.2%, to $44.3 million at December 31, 2011 as compared to $32.5 million at December 31, 2010. This increase is the result of a decrease in loans through payoffs and sales of foreclosed assets, a strategic decision to increase the Bank’s liquidity position and low loan demand. Investment securities increased by $756,000, or 1.8%, to $43.9 million at December 31, 2011. This increase is primarily due to an increase of $3.5 million in mortgage backed securities. Partially offsetting this increase was a decrease of $2.8 million in government agency securities. Other real estate owned (“OREO”) increased $6.3 million to $9.3 million at December 31, 2011 from $3.0 million at December 31, 2010. The balance of OREO at the end of 2011 consisted of 20 properties that were acquired through foreclosure or deed in lieu of foreclosure. Included in the total are 13 residential properties, six commercial real estate properties and a parcel of land. Properties totaling $3.9 million were transferred from real estate held for investment to OREO as of December 31, 2011. The amount transferred represents two commercial real estate properties that are no longer leased and are currently listed for sale.

Deposits decreased $8.0 million, or 2.6%, to $301.1 million at December 31, 2011 as compared to $309.1 million at December 31, 2010. This decrease primarily consisted of decreases in certificates of deposit and interest-bearing demand deposit accounts. Certificates of deposit decreased $17.1 million, or 15.6% to $92.3 million at December 31, 2011 from $109.4 million at December 31, 2010. In addition, interest-bearing demand deposit accounts decreased $4.8 million, or 5.9% to $75.5 million at December 31, 2011 from $80.3 million at December 31, 2010. Partially offsetting these decreases were increases in other deposits including; (1) an increase in savings accounts of $4.2 million, or 8.3%, to $55.0 million at December 31, 2011 from $50.8 million at December 31, 2010; (2) an increase in noninterest bearing demand deposit accounts of $2.3 million, or 6.7%, to $36.3 million at December 31, 2011 from $34.0 million at December 31, 2010; and (3) an increase in money market accounts of $7.3 million, or 21.3%, to $41.9 million at December 31, 2011 from $34.6 million at December 31, 2010. Federal Home Loan Bank (“FHLB”) advances and other borrowed money decreased $200,000, or 1.4%, to $14.3 million at December 31, 2011 from $14.5 million at December 31, 2010.

Stockholders’ equity decreased $10.6 million, or 59.2%, to $7.2 million at December 31, 2011 from $17.8 million at December 31, 2010. The decrease in stockholders’ equity was primarily the due to the net loss for the year ended December 31, 2011, which was partially offset by an increase of $869,000 in the Company’s accumulated other comprehensive income relating to the change in fair value of its available-for-sale investment portfolio.

 

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Comparison of Operating Results for the Three Months Ended September 30, 2012 and 2011

General. The Company’s net loss for the three months ended September 30, 2012 totaled $354,000 compared to a net loss of $1,000 for the comparable prior year period. Due to the effect of preferred stock dividends, net loss available to common shareholders totaled $468,000 for the three months ended September 30, 2012. This represents a basic and diluted loss per share of $0.38 for the three months ended September 30, 2012 compared to basic and diluted loss per share of $0.09 for the three months ended September 30, 2012. The increase in net loss during the three months ended September 30, 2012 is the result of the combined effect of a $170,000 decrease in net interest income, an $85,000 increase in noninterest income, a $179,000 increase in noninterest expense and a $7,000 increase in provision for loan losses.

Net interest income. The following table summarizes interest and dividend income and interest expense for the three months ended September 30, 2012 and 2011.

 

      Three Months Ended September 30,  
     2012      2011      $ Change     % Change  
     (Dollars in thousands)  

Interest and dividend income:

          

Interest and fees on loans

   $ 2,719       $ 2,930       $ (211     (7.20 %) 

Securities:

          

Taxable

     241         254         (13     (5.12

Exempt from federal tax

     82         110         (28     (25.46

Other interest income

     38         27         11        40.74   
  

 

 

    

 

 

    

 

 

   

Total interest and dividend income

     3,080         3,321         (241     (7.26
  

 

 

    

 

 

    

 

 

   

Interest expense:

          

Deposits

     426         487         (61     (12.53

Federal Home Loan Bank advances and other borrowings

     89         101         (12     (11.88

Subordinated debentures

     19         17         2        11.76   
  

 

 

    

 

 

    

 

 

   

Total interest expense

     534         605         (71     (11.74
  

 

 

    

 

 

    

 

 

   

Net interest income

   $ 2,546       $ 2,716       $ (170     (6.26
  

 

 

    

 

 

    

 

 

   

 

 

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The following table summarizes average balances and annualized average yields or costs for the three months ended September 30, 2012 and 2011.

 

     Three Months Ended September 30,  
     2012     2011  
     Average
Balance
     Interest      Average
Yield/
Cost
    Average
Balance
     Interest      Average
Yield/
Cost
 
     (Dollars in thousands)  

Interest-earning assets:

                

Taxable securities

   $ 42,838       $ 241         2.23   $ 36,139       $ 254         2.78

Tax-exempt securities

     7,637         82         4.28        10,102         110         4.32   

Loan receivables (1)

     199,083         2,719         5.42        217,476         2,930         5.35   

Interest-bearing deposits

     47,180         36         0.30        22,672         26         0.47   

FHLB stock

     2,247         2         0.37        5,398         1         0.10   
  

 

 

    

 

 

      

 

 

    

 

 

    

Total interest-earning assets

     298,985         3,080         4.09        291,787         3,321         4.52   

Interest-bearing liabilities:

                

NOW accounts

     72,656         55         0.30        71,897         66         0.36   

Regular savings

     61,671         52         0.33        53,065         52         0.39   

Money market accounts

     44,569         54         0.48        36,760         63         0.68   

Certificates of deposit

     94,826         265         1.11        95,164         306         1.28   

FHLB advances and other

     14,300         89         2.46        14,300         101         2.79   

Subordinated debentures

     3,609         19         2.11        3,609         17         1.91   
  

 

 

    

 

 

      

 

 

    

 

 

    

Total interest-bearing liabilities

   $ 291,631         534         0.73      $ 274,795         605         0.87   
     

 

 

         

 

 

    

Net interest income

      $ 2,546            $ 2,716      
     

 

 

         

 

 

    

Net interest spread

           3.36           3.65
        

 

 

         

 

 

 

Net interest income to average interest-earning assets

           3.38           3.69
        

 

 

         

 

 

 

 

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

Interest Income. Interest income decreased $241,000 to $3.1 million for the three months ended September 30, 2012 from $3.3 million for the three months ended September 30, 2011. The average yield on interest-earning assets decreased 43 basis points to 4.09% for the three months ended September 30, 2012 from 4.52% for the comparable prior year period. In addition, there was an increase of $7.2 million in interest-earning assets to $299.0 million for the three months ended September 30, 2012 from $291.8 million for the prior year period.

Interest and fees on loans decreased $211,000, or 7.2%, to $2.7 million for the three months ended September 30, 2012, compared to $2.9 million for the comparable prior year period. This decrease resulted from a decrease in the average balance of loans of $18.4 million to $199.1 million for the three months ended September 30, 2012 from $217.5 million for the comparable prior year period. This decrease was partially offset by an increase in the average loan yield of seven basis points to 5.42% for the three months ended September 30, 2012 from 5.35% for the comparable prior year period. Interest on taxable securities decreased $13,000 for the three months ended September 30, 2012 compared to the comparable prior year period. This decrease is primarily due to a decrease in the average yield on taxable securities of 55 basis points to 2.23% for the three months ended September 30, 2012 from 2.78% for the comparable prior year period.

Interest Expense. Interest expense decreased by $71,000, or 11.7%, to $534,000 for the three months ended September 30, 2012, from $605,000 for the three months ended September 30, 2011. This decrease resulted from a decrease in the average rate paid on interest bearing liabilities of 14 basis points to 0.73% for the three months ended September 30, 2012 from 0.87% 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 $16.8 million to $291.6 million for the three months ended September 30, 2012 from $274.8 million for the comparable prior year

 

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period. Interest expense resulting from Federal Home Loan Bank advances, subordinated debentures and other borrowings decreased $10,000 during the three months ended September 30, 2012. The average balance on these borrowings remained unchanged at $17.9 million. In addition, there was a decrease in the average cost of these borrowings of 23 basis points to 2.38% for the three months ended September 30, 2012 from 2.61% for the comparable period in 2011.

Net Interest Income before Provision for Loan Losses. Net interest income before provision for loan losses decreased $170,000, or 6.3%, to $2.5 million for the three months ended September 30, 2012 compared to $2.7 million for the comparable period in 2011. The Company’s net interest margin expressed as a percentage of average interest-earning assets decreased to 3.38% for the three months ended September 30, 2012 as compared to 3.69% for the three months ended September 30, 2011. The yield on average interest-earning assets decreased 43 basis points to 4.09% for the three months ended September 30, 2012 from 4.52% for the comparable period ended September 30, 2011. The yield on taxable securities decreased 55 basis points to 2.23% for the three months ended September 30, 2012 from 2.78% for the comparable prior year period. The yield on average loans increased to 5.42% for the three months ended September 30, 2012 from 5.35% for the three months ended September 30, 2011. In addition, there was a 14 basis point decrease in the cost of average interest-bearing liabilities to 0.73% for the three months ended September 30, 2012 as compared to 0.87% for the comparable 2011 period.

Provision for Loan Losses. The Bank’s provision for loan losses increased to $180,000 for the three months ended September 30, 2012 from $173,000 for the comparable period in 2011. The $7,000 increase in the provision was the result of management’s quarterly analysis of the allowance for loan losses. At September 30, 2012, December 31, 2011 and September 30, 2011, nonperforming loans totaled $8.8 million, $13.8 million and $13.5 million, respectively. At September 30, 2012, the ratio of the allowance for loan losses to nonperforming loans was 60.1% compared to 64.2% at December 31, 2011 and 50.0% at September 30, 2011. The ratio of the allowance to total loans was 2.67%, 4.28% and 3.12%, at September 30, 2012, December 31, 2011 and September 30, 2011, respectively. The decrease is primarily due to reserves established in prior periods on loans which were charged off earlier in 2012.

Nonperforming loans decreased $5.0 million, or 36.2%, to $8.8 million at September 30, 2012 from $13.8 million at December 31, 2011. This decrease is primarily due to charge-offs totaling $4.7 million. The largest component of nonperforming loans is commercial real estate loans, which increased $165,000, or 3.5%, to $4.9 million, or 55.4% of total nonperforming loans, at September 30, 2012, from $4.7 million, or 34.2% of total nonperforming loans at December 31, 2011. Nonperforming residential mortgage loans decreased $2.9 million, or 69.4%, to $1.3 million at September 30, 2012 from $4.2 million at December 31, 2011. Nonperforming home equity lines of credit decreased $25,000, or 0.9%, to $2.7 million at September 30, 2012. Finally, nonperforming construction loans decreased $2.2 million, or 100% to zero at September 30, 2012 from $2.2 million at December 31, 2011. Loans 30-59 days past due increased $3.3 million to $4.2 million at September 30, 2012 from $938,000 at December 31, 2011. This increase is primarily due to loans totaling $3.1 million which matured and did not renew until after the end of the quarter. Charge-offs, net of recoveries, totaled $39,000 for the three months ended September 30, 2012 compared to $4,000 for the three months ended September 30, 2011. 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 collectability of the loan portfolio, including past loan loss experience, known and inherent risks in the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, and economic conditions. Management believes that, based on information available at September 30, 2012, 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

 

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conditions differ substantially from the economic and other conditions used by management to determine the current level of the allowance. In addition, the FDIC, as an integral part of its 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. The FDIC examines the Bank periodically and, accordingly, as part of this examination the allowance is reviewed utilizing specific guidelines. Based upon its review, the FDIC may accordingly from time to time require reserves in addition to those previously provided.

Noninterest Income

 

     Three Months Ended September 30,  
     2012     2011     $ Change     % Change  
     (Dollars in thousands)  

Non-interest income:

        

Service charges on deposit accounts

   $ 98      $ 108      $ (10     (9.26 %) 

Gain on sale of loans

     229        126        103        81.75   

Loss on sale of foreclosed assets

     (25     (33     8        24.24   

Other non-interest income

     256        272        (16     (5.88
  

 

 

   

 

 

   

 

 

   

Total non-interest income

   $ 558      $ 473      $ 85        11.97   
  

 

 

   

 

 

   

 

 

   

Noninterest income totaled $558,000 and $473,000 for the three months ended September 30, 2012 and 2011, respectively. Gain on sale of loans increased $103,000 to $229,000 for the three months ended September 30, 2012 from $126,000 for the comparable prior year period. In addition, loss on sale of foreclosed assets decreased $8,000 for the three months ended September 30, 2012 as compared to the prior year period.

Noninterest Expense

 

     Three Months Ended September 30,  
     2012      2011      $ Change     % Change  
     (Dollars in thousands)  

Non-interest expenses:

          

Salaries and employee benefits

   $ 1,548       $ 1,402       $ 146        10.41

Net occupancy and equipment expense

     313         345         (32     (9.28

Data processing expense

     317         300         17        5.67   

Advertising and promotions

     81         72         9        12.50   

Professional fees

     254         255         (1     (0.39

FDIC insurance premiums

     319         296         23        7.77   

Other real estate owned expenses

     141         134         7        5.22   

Other operating expenses

     335         325         10        3.08   
  

 

 

    

 

 

    

 

 

   

Total non-interest expenses

   $ 3,308       $ 3,129       $ 179        5.72   
  

 

 

    

 

 

    

 

 

   

Noninterest expense increased by $179,000 to $3.3 million for the three months ended September 30, 2012 from the comparable prior year period. Salaries and employee benefits expenses increased by $146,000, or 10.4%, to $1.5 million for the three months ended September 30, 2012. This increase is primarily due to additional personnel hired in the mortgage department as this department expands. FDIC insurance premiums increased by $23,000, or 7.8%, to $319,000 for the three months ended September 30, 2012 compared to $296,000 for the prior year period. Other real estate owned expenses increased to $141,000 for the three months ended September 30, 2012 compared to $134,000 for the prior year period. Partially offsetting these increases was a decrease in other operating expenses, including occupancy, data processing, and marketing and advertising expenses, decreased $6,000 on a net basis. Occupancy expenses decreased $32,000, or 9.3%, to $313,000 for the three months ended September 30, 2012 compared to the prior year period. Offsetting this decrease were increases of $17,000 and $9,000 for data processing and marketing and advertising expenses, respectively. 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 Benefit. The Company recorded an income tax benefit of $30,000 for the three months ended September 30, 2012, despite a $384,000 pre-tax loss during that period due to the establishment of a valuation allowance against the Company’s deferred tax assets. The tax benefit occurred due to an increase in the Company’s deferred tax liability for available for sale securities. A valuation allowance totaling $399,000 was established on the Company’s deferred tax asset for the three months ended September 30, 2012. As of September 30, 2012 the

 

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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 benefit totaled $112,000 for the three months ended September 30, 2011.

Comparison of Operating Results for the Nine Months Ended September 30, 2012 and 2011

General. The Company’s net loss for the nine months ended September 30, 2012 totaled $1.6 million compared to a net loss of $2.1 million for the comparable prior year period. Due to the effect of preferred stock dividends, net loss available to common shareholders totaled $1.9 million for the nine months ended September 30, 2012. This represents a basic and diluted loss per share of $1.54 for the nine months ended September 30, 2012 compared to a basic and diluted loss per share of $1.99 for the nine months ended September 30, 2011. The improvement in net loss during the nine months ended September 30, 2012 is the result of the combined effect of a $422,000 decrease in net interest income, a $25,000 decrease in noninterest income, a $296,000 increase in noninterest expense and a $1.7 million decrease in provision for loan losses.

Net interest income. The following table summarizes interest and dividend income and interest expense for the nine months ended September 30, 2012 and 2011.

 

     Nine Months Ended September 30,  
     2012      2011      $ Change     % Change  
     (Dollars in thousands)  

Interest and dividend income:

          

Interest and fees on loans

   $ 8,289       $ 8,855       $ (566     (6.39 %) 

Securities:

          

Taxable

     710         774         (64     (8.27

Exempt from federal tax

     283         332         (49     (14.76

Other interest income

     117         87         30        34.48   
  

 

 

    

 

 

    

 

 

   

Total interest and dividend income

     9,399         10,048         (649     (6.46
  

 

 

    

 

 

    

 

 

   

Interest expense:

          

Deposits

     1,343         1,560         (217     (13.91

Federal Home Loan Bank advances and other borrowings

     286         301         (15     (4.98

Subordinated debentures

     58         53         5        9.43   
  

 

 

    

 

 

    

 

 

   

Total interest expense

     1,687         1,914         (227     (11.86
  

 

 

    

 

 

    

 

 

   

Net interest income

   $ 7,712       $ 8,134       $ (422     (5.19
  

 

 

    

 

 

    

 

 

   

 

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The following table summarizes average balances and annualized average yields or costs for the nine months ended September 30, 2012 and 2011.

 

     Nine Months Ended September 30,  
            2012                   2011         
     Average
Balance
     Interest      Average
Yield/
Cost
    Average
Balance
     Interest      Average
Yield/
Cost
 
     (Dollars in thousands)  

Interest-earning assets:

                

Taxable securities

   $ 39,268       $ 710         2.41   $ 36,956       $ 774         2.80

Tax-exempt securities

     8,442         283         4.47        10,106         332         4.39   

Loan receivables (1)

     201,119         8,289         5.49        219,686         8,855         5.39   

Interest-bearing deposits

     47,646         111         0.31        22,991         83         0.48   

FHLB stock

     3,117         6         0.26        5,398         4         0.10   
  

 

 

    

 

 

      

 

 

    

 

 

    

Total interest-earning assets

     299,592         9,399         4.18        295,137         10,048         4.55   

Interest-bearing liabilities:

                

NOW accounts

     74,638         187         0.33        73,969         213         0.39   

Regular savings

     59,702         163         0.36        52,746         158         0.40   

Money market accounts

     43,901         195         0.59        35,548         177         0.66   

Certificates of deposit

     94,102         798         1.13        101,209         1,012         1.34   

FHLB advances and other

     14,300         286         2.67        14,343         301         2.81   

Subordinated debentures

     3,609         58         2.14        3,609         53         1.93   
  

 

 

    

 

 

      

 

 

    

 

 

    

Total interest-bearing liabilities

   $ 290,252         1,687         0.77      $ 281,424         1,914         0.91   
     

 

 

         

 

 

    

Net interest income

      $ 7,712            $ 8,134      
     

 

 

         

 

 

    

Net interest spread

           3.41           3.64
        

 

 

         

 

 

 

Net interest income to average interest-earning assets

           3.43           3.68
        

 

 

         

 

 

 

 

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

Interest Income. Interest income decreased $649,000 to $9.4 million for the nine months ended September 30, 2012 from $10.0 million for the nine months ended September 30, 2011. The average yield on interest-earning assets decreased 37 basis points to 4.18% for the nine months ended September 30, 2012 from 4.55% for the comparable prior year period. The decrease in average yield was partially offset by an increase of $4.5 million in interest-earning assets to $299.6 million for the nine months ended September 30, 2012 from $295.1 million for the prior year period.

Interest and fees on loans decreased $566,000, or 6.4%, to $8.3 million for the nine months ended September 30, 2012, compared to $8.9 million for the comparable prior year period. This decrease resulted from a decrease in the average balance of loans of $18.6 million to $201.1 million for the nine months ended September 30, 2012 from $219.7 million for the comparable prior year period. This decrease was partially offset by an increase in the average loan yield of 10 basis points to 5.49% for the nine months ended September 30, 2012 from 5.39% for the comparable prior year period. Interest on taxable securities decreased $64,000 for the nine months ended September 30, 2012 compared to the comparable prior year period. This decrease is primarily due to a decrease in the average yield on taxable securities of 39 basis points to 2.41% for the nine months ended September 30, 2012 from 2.80% for the comparable prior year period.

Interest Expense. Interest expense decreased by $227,000, or 11.9%, to $1.7 million for the nine months ended September 30, 2012, from $1.9 million for the nine months ended September 30, 2011. This decrease resulted from a decrease in the average rate paid on interest bearing liabilities of 14 basis points to 0.77% for the nine months ended September 30, 2012 from 0.91% 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 $8.9 million to $290.3 million for the nine months ended September 30, 2012 from $281.4 million for the comparable prior year period. Interest expense resulting from Federal Home Loan Bank advances, subordinated debentures and other

 

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borrowings remained unchanged during the nine months ended September 30, 2012 as compared to the prior year period. The average balance on these borrowings remained unchanged at $17.9 million. In addition, the average cost on these borrowings decreased seven basis points to 2.56% for the nine months ended September 30, 2012 from 2.63% for the comparable prior year period.

Net Interest Income before Provision for Loan Losses. Net interest income before provision for loan losses decreased $422,000, or 5.2%, to $7.7 million for the nine months ended September 30, 2012 compared to $8.1 million for the comparable period in 2011. The Company’s net interest margin expressed as a percentage of average interest-earning assets decreased to 3.43% for the nine months ended September 30, 2012 as compared to 3.68% for the nine months ended September 30, 2011. The yield on average interest-earning assets decreased 37 basis points to 4.18% for the nine months ended September 30, 2012 from 4.55% for the comparable period ended September 30, 2011. The yield on taxable securities decreased 39 basis points to 2.41% for the nine months ended September 30, 2012 from 2.80% for the comparable prior year period. The yield on average loans increased to 5.49% for the nine months ended September 30, 2012 from 5.39% for the nine months ended September 30, 2011. In addition, there was a 14 basis point decrease in the cost of average interest-bearing liabilities to 0.77% for the nine months ended September 30, 2012 as compared to 0.91% for the comparable 2011 period.

Provision for Loan Losses. The Bank’s provision for loan losses decreased to $1.1 million for the nine months ended September 30, 2012 from $2.9 million for the comparable period in 2011. The $1.7 million decrease in the provision was the result of management’s quarterly analysis of the allowance for loan losses. At September 30, 2012, December 31, 2011 and September 30, 2011, nonperforming loans totaled $8.8 million, $13.8 million and $13.5 million, respectively. At September 30, 2012, the ratio of the allowance for loan losses to nonperforming loans was 60.1% compared to 64.2% at December 31, 2011 and 50.0% at September 30, 2011. The ratio of the allowance to total loans was 2.67%, 4.28% and 3.12%, at September 30, 2012, December 31, 2011 and September 30, 2011, respectively. The decrease is primarily due to reserves established in prior periods on loans which were charged off during the nine months ended September 30, 2012.

Nonperforming loans decreased $5.0 million, or 36.2%, to $8.8 million at September 30, 2012 from $13.8 million at December 31, 2011. This decrease is primarily due to charge-offs totaling $4.7 million. The largest component of nonperforming loans is commercial real estate loans, which increased $165,000, or 3.5%, to $4.9 million, or 55.4% of total nonperforming loans, at September 30, 2012, from $4.7 million, or 34.2% of total nonperforming loans at December 31, 2011. Nonperforming residential mortgage loans decreased $2.9 million, or 69.4%, to $1.3 million at September 30, 2012 from $4.2 million at December 31, 2011. Nonperforming home equity lines of credit decreased $25,000, or 0.9%, to $2.7 million at September 30, 2012. Finally, nonperforming construction loans decreased $2.2 million, or 100% to zero at September 30, 2012 from $2.2 million at December 31, 2011. Loans 30-59 days past due increased $3.3 million to $4.2 million at September 30, 2012 from $938,000 at December 31, 2011. This increase is primarily due to loans totaling $3.1 million which matured and did not renew until after the end of the quarter. Charge-offs, net of recoveries, totaled $4.7 million for the nine months ended September 30, 2012 compared to $3.8 million for the nine months ended September 30, 2011. Nonperforming loans are loans that are ninety days past due and placed on nonaccrual status. Management continues to take aggressive actions in identifying and disposing of problem credits.

Noninterest Income

 

     Nine Months Ended September 30,  
     2012     2011     $ Change     % Change  
     (Dollars in thousands)  

Non-interest income:

        

Service charges on deposit accounts

   $ 289      $ 323      $ (34     (10.53 %) 

Gain on sale of loans

     609        467        142        30.41   

Gain on sale of securities

     141        104        37        35.58   

Write-down on other real estate owned

     (424     (255     (169     (66.28

Gain on sale of foreclosed assets

     (20     (28     8        28.57   

Other non-interest income

     800        809        (9     1.11   
  

 

 

   

 

 

   

 

 

   

Total non-interest income

   $ 1,395      $ 1,420      $ (25     (1.76
  

 

 

   

 

 

   

 

 

   

 

 

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Noninterest income totaled $1.4 million for both the nine months ended September 30, 2012 and 2011. Gain on sale of loans increased $142,000 to $609,000 for the nine months ended September 30, 2012 from $467,000 for the comparable prior year period. Gain on sale of securities increased $37,000 to $141,000 for the nine months ended September 30, 2012 from $104,000 for the comparable prior year period. Write-down on other real estate owned totaled $424,000 for the nine months ended September 30, 2012 compared to $255,000 for the comparable prior year period.

Noninterest Expense

 

     Nine Months Ended September 30,  
     2012      2011      $ Change     % Change  
     (Dollars in thousands)  

Non-interest expenses:

          

Salaries and employee benefits

   $ 4,361       $ 4,264       $ 97        2.28

Net occupancy and equipment expense

     962         1,037         (75     (7.23

Data processing expense

     930         889         41        4.61   

Advertising and promotions

     218         188         30        15.96   

Professional fees

     778         770         8        1.04   

FDIC insurance premiums

     912         829         83        10.01   

Other real estate owned expenses

     412         394         18        4.57   

Other operating expenses

     1,033         939         94        10.01   
  

 

 

    

 

 

    

 

 

   

Total non-interest expenses

   $ 9,606       $ 9,310       $ 296        3.18   
  

 

 

    

 

 

    

 

 

   

Noninterest expense increased by $296,000 to $9.6 million for the nine months ended September 30, 2012 from the comparable prior year period. Salaries and employee benefits expenses increased by $97,000, or 2.3%, to $4.4 million for the nine months ended September 30, 2012. Professional fees, including legal expenses, increased by $8,000 to $778,000 for the nine months ended September 30, 2012. FDIC insurance premiums increased by $83,000, or 10.0%, to $912,000 for the nine months ended September 30, 2012 compared to $829,000 for the prior year period. Other real estate owned expenses increased $18,000 to $412,000 for the nine months ended September 30, 2012 from $394,000 for the comparable prior year period. Other operating expenses, including occupancy, data processing, and marketing and advertising expenses, decreased $4,000 on a net basis. Occupancy expenses decreased $75,000, or 7.2%, to $962,000 for the nine months ended September 30, 2012 compared to the prior year period. Offsetting this decrease were increases of $41,000 and $30,000 for data processing and marketing and advertising expenses, respectively. 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 Benefit. The Company recorded an income tax benefit of $56,000 for the nine months ended September 30, 2012, despite a $1.6 million pre-tax loss during that period due to the establishment of a valuation allowance against the Company’s deferred tax assets. The tax benefit occurred due to an increase in the Company’s deferred tax liability for available for sale securities. A valuation allowance totaling $691,000 was established on the Company’s deferred tax asset for the nine months ended September 30, 2012. As of September 30, 2012 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 benefit totaled $482,000 for the nine months ended September 30, 2011.

Analysis of Net Interest Income for the Years Ended December 31, 2011 and 2010

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends on the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.

 

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Average Balance Sheet. The following table sets forth certain information relating to the Company’s average balance sheets and reflects the yield on average earning assets and cost of average interest-bearing liabilities for the years indicated. Such yields and costs are derived by dividing interest income or expense by the average balance of assets or liabilities. The average balance sheet amounts for loans include balances for non-accrual loans. The yields and costs include fees that are considered adjustments to yields.

 

     2011     2010     2009  
     Average
Balance
     Interest      Rate     Average
Balance
     Interest      Rate     Average
Balance
     Interest      Rate  

          Interest-earning assets:

                        

Federal funds sold

   $ —         $ —           0.00   $ —         $ —           0.00   $ —         $ —           0.00

Taxable securities

     35,571         989         2.78     29,504         1,034         3.50     25,231         1,144         4.52

Tax-exempt securities

     10,010         437         4.36     12,148         529         4.35     11,834         506         4.28

Loans

     218,237         11,731         5.38     232,467         12,137         5.22     228,676         12,550         5.49

Interest-bearing deposits

     26,840         116         0.43     24,469         100         0.41     18,371         49         0.29

FHLB stock

     5,398         5         0.10     5,398         —           0.00     5,398         —           0.00
  

 

 

    

 

 

      

 

 

    

 

 

      

 

 

    

 

 

    

Total interest-earning assets

     296,056         13,278         4.48     303,986         13,800         4.54     289,510         14,249         4.92
  

 

 

         

 

 

         

 

 

       

Total non-interest-earning assets

     32,527              33,753              27,249         
  

 

 

         

 

 

         

 

 

       

Total assets

   $ 328,583            $ 337,739            $ 316,759         
  

 

 

         

 

 

         

 

 

       

Interest-bearing liabilities:

                        

Deposits

                        

NOW

   $ 73,545         277         0.38   $ 76,068         443         0.58   $ 67,609         704         1.04

Savings

     53,241         212         0.40     43,700         224         0.51     24,880         40         0.16

Money market

     36,879         248         0.67     36,080         233         0.65     41,112         603         1.47

Time

     99,357         1,304         1.31     111,600         1,965         1.76     111,521         3,168         2.84

FHLB advances and other

     14,332         399         2.79     14,648         468         3.19     18,418         583         3.17

Federal funds purchased and Repurchase agreements

     —           —           0.00     —           —           0.00     —           —           0.00

Subordinated debentures

     3,609         71         1.96     3,609         72         1.98     3,609         95         2.64
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total interest-bearing Liabilities

     280,963         2,511         0.89     285,705         3,405         1.19     267,149         5,193         1.94
  

 

 

       

 

 

   

 

 

       

 

 

   

 

 

       

 

 

 

Non-interest-bearing liabilities:

     30,579              30,171              28,782         

Stockholders’ equity

     17,041              21,863              20,828         
  

 

 

         

 

 

         

 

 

       

Total liabilities and stockholders’ equity

   $ 328,583            $ 337,739            $ 316,759         
  

 

 

         

 

 

         

 

 

       

Net interest income

      $ 10,767            $ 10,395            $ 9,056      
     

 

 

         

 

 

         

 

 

    

Net interest spread

           3.59           3.35           2.98

Net interest income to average interest-earning assets

           3.64           3.42           3.13
        

 

 

         

 

 

         

 

 

 

 

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Rate/Volume Analysis. The following table allocates changes in interest income and interest expense in 2011 compared to 2010 and in 2010 compared to 2009 between amounts attributable to changes in rate and changes in volume for the various categories of interest-earning assets and interest-bearing liabilities. The changes in interest income and interest expense due to both volume and rate have been allocated proportionally.

 

     2011 Compared to 2010     2010 Compared to 2009  
     Change     Change           Change     Change        
     Due to     Due to     Total     Due to     Due to     Total  
(Dollars in thousands)    Rate     Volume     Change     Rate     Volume     Change  

Interest Earning Assets:

            

Federal funds sold

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0   

Taxable securities

     (236     191        (45     (279     174        (105

Tax exempt securities

     1        (93     (92     10        14        24   

Loans receivable

     352        (758     (406     (619     205        (414

FHLB stock and other

     13        8        21        30        16        46   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-earning assets

     130        (652     (522     (858     409        (449

Interest-bearing liabilities

            

Deposits

     (777     (47     (824     (2,029     380        (1,649

FHLB advances and other borrowed funds

     (59     (10     (69     6        (121     (115

Subordinated debentures

     (1     0        (1     (24     0        (24
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total int.-bearing liabilities

     (837     (57     (894     (2,047     259        (1,788
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net interest income

   $ 967      $ (595   $ 372      $ 1,189      $ 150      $ 1,339   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comparison of Operating Results for the Years Ended December 31, 2011 and December 31, 2010

General. The Company recorded a net loss of $11.0 million for the year ended December 31, 2011 compared to a net loss of $4.6 million for the year ended December 31, 2010. In addition, net loss available to common shareholders totaled $11.5 million and $5.0 million for the years ended December 31, 2011 and 2010, respectively. For the year ended December 31, 2011 basic and diluted loss per share totaled $9.20 compared to basic and diluted loss per share of $4.03 for the year ended December 31, 2010. The decrease in net loss for the year ended December 31, 2011 is primarily the net effect of (1) a $2.2 million decrease in provision for loan losses; (2) a $197,000 decrease in noninterest income; (3) a $754,000 increase in noninterest expense; (4) a $372,000 increase in net interest income and (5) a $7.1 million increase in valuation allowances for deferred tax assets.

 

 

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Net interest income. The following table summarizes interest and dividend income and interest expense for the year ended December 31, 2011 and 2010.

 

     Year Ended December 31,  
     2011      2010      $ Change     % Change  
     (Dollars in thousands)  

Interest and dividend income:

          

Interest and fees on loans

   $ 11,731       $ 12,137       $ (406     (3.34 %) 

Securities:

          

Taxable

     989         1,034         (45     (4.35

Exempt from federal tax

     437         529         (92     (17.39

Federal Home Loan Bank dividends and other

     121         100         21        21.00   
  

 

 

    

 

 

    

 

 

   

Total interest and dividend income

     13,278         13,800         (522     (3.78
  

 

 

    

 

 

    

 

 

   

Interest expense:

          

Deposits

     2,041         2,865         (824     (28.76

Federal Home Loan Bank advances and other borrowings

     399         468         (69     (14.74

Subordinated debentures

     71         72         (1     (1.39
  

 

 

    

 

 

    

 

 

   

Total interest expense

     2,511         3,405         (894     (26.26
  

 

 

    

 

 

    

 

 

   

Net interest income

   $ 10,767       $ 10,395       $ 372        3.58   
  

 

 

    

 

 

    

 

 

   

Interest Income. Interest income decreased $522,000, or 3.8%, to $13.3 million for the year ended December 31, 2011, compared to $13.8 million for the year ended December 31, 2010. This decrease resulted primarily from a decrease in average balance of loans. The largest component was a decrease of $406,000 in interest income on loans for the year ended December 31, 2011 compared to the year ended December 31, 2010.

Loan interest income decreased $406,000 or 3.3%, to $11.7 million for the year ended December 31, 2011, compared to $12.1 million for the prior year. This decrease resulted from a decrease in the average balance of loans of $14.3 million, or 6.1%, to $218.2 million for the year ended December 31, 2011 from $232.5 million for the year ended December 31, 2010. This decrease was partially offset by an increase in the average yield of 16 basis points to 5.38% for the year ended December 31, 2011 from 5.22% for the year ended December 31, 2010. The decrease in average balance is primarily due to charge-offs and transfers to other real estate owned from December 31, 2010 to December 31, 2011. In addition, interest on taxable securities decreased $45,000 for the year ended December 31, 2011 compared to the year ended December 31, 2010. This decrease is primarily due to a decrease in the average yield on taxable securities of 73 basis points to 2.78% for the year ended December 31, 2011 from 3.51% for the year ended December 31, 2010. This decrease was partially offset by an increase in the average balance of $6.1 million to $35.6 million for the year ended December 31, 2011 from $29.5 million for the year ended December 31, 2010.

Interest Expense. Interest expense decreased by $894,000, or 26.3%, to $2.5 million for the year ended December 31, 2011, from $3.4 million for the year ended December 31, 2010. This decrease resulted from a decrease in the average rate paid on interest bearing liabilities of 30 basis points to 0.89% for the year ended December 31, 2011 from 1.19% for the comparable prior year period. In addition, there was a decrease in the average balance of interest bearing liabilities of $4.7 million, or 1.7%, to $281.0 million for the year ended December 31, 2011 from $285.7 million for the year ended December 31, 2010. Interest expense resulting from FHLB advances and other borrowings decreased $69,000 during the year ended December 31, 2011. The average balance on these borrowings decreased $316,000 to $14.3 million for the year ended December 31, 2011 from $14.7 million for the year ended December 31, 2010. In addition, there was a decrease in average cost of 41 basis points to 2.79% for the year ended December 31, 2011 from 3.20% for the year ended December 31, 2010.

Net Interest Income before Provision for Loan Losses. Net interest income before provision for loan losses increased $372,000, or 3.6%, to $10.8 million for the year ended December 31, 2011 from $10.4 million for the year ended December 31, 2010. The Company’s net interest margin expressed as a percentage of average earning assets increased 22 basis points to 3.64% for the year ended December 31, 2011 from 3.42% for the year ended December 31, 2010. The yield on average earning assets decreased 6 basis points to 4.48% for the year ended December 31, 2011 from 4.54% for the year ended December 31, 2010. This decrease in the yield on average

 

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earning assets was primarily due to a decrease in yield on taxable securities. In addition, the yield on average loans increased to 5.38% for the year ended December 31, 2011 from 5.22% for the year ended December 31, 2010. In addition, there was a 30 basis point decrease in the cost of interest-bearing liabilities to 0.89% for the year ended December 31, 2011 as compared to 1.19% a year earlier. Increasing net interest margin is dependent on the Bank’s ability to generate higher yielding assets and lower-cost deposits. Management continues to closely monitor the net interest margin.

Provision for Loan Losses. The Bank’s provision for loan losses decreased to $6.2 million for the year ended December 31, 2011 from $8.3 million for the year ended December 31, 2010. The decrease in the provision for loan losses was the result of management’s quarterly analysis of the allowance for loan loss. At December 31, 2011, September 30, 2011 and December 31, 2010, non-performing loans totaled $13.8 million, $13.5 million and $20.3 million, respectively. At December 31, 2011, the ratio of the allowance for loan losses to non-performing loans was 64.2% compared to 50.0% at September 30, 2011 and 37.8% at December 31, 2010. Management believes the allowance coverage is sufficient due to the estimated loss potential. The ratio of the allowance to total loans was 4.28%, 3.12% and 3.35%, at December 31, 2011, September 30, 2011 and December 31, 2010, respectively. Charge-offs, net of recoveries, totaled $5.0 million for the year ended December 31, 2011 compared to $5.5 million for the year ended December 31, 2010. Management performs an allowance sufficiency analysis, at least quarterly, based on the portfolio composition, asset classifications, loan-to-value ratios, impairments in the current portfolio, and other factors. This analysis is designed to reflect credit losses for specifically identified loans, as well as credit losses in the remainder of the portfolio. The reserve methodology employed by management reflects the difference in degree of risk between the various categories of loans in the Bank’s portfolio. The reserve methodology also critically assesses those loans adversely classified in the portfolio by management. While management estimates loan losses using the best available information, no assurance can be given that future additions to the allowance will not be necessary based on changes in economic and real estate market conditions, further information obtained regarding problem loans, identification of additional problem loans and other factors, both within and outside of management’s control. The Bank conducts quarterly evaluations on nonperforming assets and obtains independent appraisals when there is a material development such as a transfer to other real estate owned. In addition, the FDIC and IDFPR, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. As a result of their review, the FDIC and IDFPR may require the Bank to make additional provisions for estimated losses based upon judgments different from those of management.

 

     Year Ended December 31,  
     2011     2010     $ Change     % Change  
     (Dollars in thousands)  

Non-interest income:

        

Service charges on deposit accounts

   $ 423      $ 500      $ (77     (15.40 %) 

Gain on sale of loans

     722        825        (103     (12.49

Gain on sale of securities

     104        139        (35     (25.18

Write-down on OREO properties

     (901     (468     (433     (95.52

Gain/(Loss) on sale of foreclosed assets

     69        (3     72        2,400.00   

Bank owned life insurance

     243        239        4        1.67   

Other non-interest income

     957        582        375        64.43   
  

 

 

   

 

 

   

 

 

   

Total non-interest income

   $ 1,617      $ 1,814      $ (197     (10.86
  

 

 

   

 

 

   

 

 

   

Noninterest Income. Noninterest income consists primarily of service charges on customer deposit accounts, gain on sale of loans, and other service charges and fees. Noninterest income decreased $197,000, or 10.9%, to $1.6 million for the year ended December 31, 2011 as compared to $1.8 million for the year ended December 31, 2010, primarily due to $901,000 in write-downs on other real estate owned property and a decrease in gain on sale of mortgage loans. These items were partially offset by an increase of $72,000 in gain on sale of foreclosed assets and an increase of $375,000 in other interest income, which largely consists of rents received on real estate held for investment and other foreclosed assets. Gain on sale of loans decreased $103,000 to $722,000 for the year ended December 31, 2011 from $825,000 for the year ended December 31, 2010. Gain on sale of securities decreased $35,000 to $104,000 for the year ended December 31, 2011 from $139,000 for the year ended December 31, 2010. In addition, service charges on deposit accounts decreased $77,000 to $423,000 for the year ended December 31, 2011 from $500,000 for the year ended December 31, 2010. This decrease was primarily due to a lower volume of overdraft fees.

 

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     Year Ended December 31,  
     2011      2010      $ Change     % Change  
     (Dollars in thousands)  

Non-interest expenses:

          

Salaries and employee benefits

   $ 5,632       $ 5,575       $ 57        1.02

Net occupancy

     880         869         11        1.27   

Equipment expense

     498         507         (9     (1.78

Data processing expense

     1,185         1,102         83        7.53   

Advertising and promotions

     277         296         (19     (6.42

Professional fees

     1,053         928         125        13.47   

FDIC premiums

     1,217         746         471        63.14   

Other real estate owned expenses

     511         546         (35     (6.41

Other operating expenses

     1,309         1,239         70        5.65   
  

 

 

    

 

 

    

 

 

   

Total non-interest expenses

   $ 12,562       $ 11,808       $ 754        6.39   
  

 

 

    

 

 

    

 

 

   

Noninterest Expense. Noninterest expense increased by $754,000 to $12.6 million for the year ended December 31, 2011 from $11.8 million for the year ended December 31, 2010. This increase is primarily due to an increase in FDIC premiums of $471,000 for the year ended December 31, 2011 as compared to the prior year period. Professional fees, including legal and audit expenses, increased by $125,000 to $1.1 million for the year ended December 31, 2011 from $928,000 for the comparable prior year period. This increase primarily the result of higher legal fees associated with foreclosure actions. Other operating expenses, including occupancy, equipment, data processing, and marketing and advertising expenses, increased by a combined $66,000, or 2.38%, to $2.8 million for the year ended December 31, 2011. Of this increase, $83,000 is related to data processing expense and $11,000 is related to net occupancy expenses. These increases were partially offset by lower equipment expense and marketing and advertising expenses, which decreased by $9,000 and $19,000, respectively from the year ended December 31, 2010. 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. Income tax expense totaled $4.7 million for the year ended December 31, 2011 compared to a tax benefit of $3.4 million for the year ended December 31, 2010. The decrease in income tax benefit is partially the result of a decrease in loss before income tax of $2.0 million to $5.9 million for the year ended December 31, 2011 compared to $7.9 million for the year ended December 31, 2010. However, for the year ended December 31, 2011, the Company established a $7.1 million valuation allowance against the Company’s deferred tax assets. 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.

With the above valuation allowance, the Company’s net deferred tax asset decreased to zero as of December 31, 2011 as compared to $5.2 million as of December 31, 2010. Realization of deferred tax assets is dependent on generating sufficient taxable income to cover net operating losses generated by the reversal of temporary differences. A partial or total valuation allowance is provided by way of a charge to income tax expense if it is determined that it is more likely than not that some of or all of the deferred tax asset will not be realized.

Management considers both positive and negative evidence when considering the ability of the Company to utilize its net deferred tax asset. The Company’s expenses related to the provision for loan losses, other real estate owned and collection efforts have been well above historic levels while the Company’s core earning have remained at or above historic levels. Management believes that once the Company resolves some of the credit issues related to the economic conditions, profitability will improve and based upon projections and available tax strategies, management believes that the valuation allowance will be utilized. However, if operating losses continue into the future, there can be no guarantee that an additional valuation allowance against the deferred tax asset will not be necessary in future periods.

 

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Asset/Liability Management

The primary objectives of the Company’s asset/liability management policies are to: (1) manage and minimize interest rate risk; (2) manage the investment portfolio to maximize yield; (3) assess and monitor general risks of operations; and (4) maintain adequate liquidity to meet the withdrawal requirements of depositors and the financing needs of borrowers.

Liquidity and Capital Resources

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

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

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

The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company is responsible for paying any dividends declared to its shareholders. The Company’s primary source of funds is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the Company is generally restricted under applicable law to net profits in the current year plus those for the previous two years. At September 30, 2012 and December 31, 2011, the Company had liquid assets of $808,000 and $900,000, respectively.

Contractual Obligations

The following table discloses contractual obligations of the Company as of September 30, 2012:

 

     Payments Due By Year         

(Dollars in Thousands)

   2012      2013      2014      2015      2016      2017
and after
     Total  

Federal Home Loan Bank advances

   $ 4,000       $ 4,500       $ 2,500       $ 2,000       $ —         $ —         $ 13,000   

Other borrowing

     1,300         —           —           —           —           —           1,300   

Subordinated debentures

     —           —           —           —           —           3,609         3,609   

Data Processing (1), (2)

     150         601         —           —           —           —           751   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,450       $ 5,101       $ 2,500       $ 2,000       $ —         $ 3,609       $ 18,660   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Estimated contract amount based on transaction volume. Actual expense was $751,000 and $712,000 in 2011 and 2010, respectively.
(2) Contract expires September 30, 2013.

 

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The following table discloses contractual obligations of the Company as of December 31, 2011:

 

     Payments Due By Year         

(Dollars in Thousands)

   2012      2013      2014      2015      2016      2017
and after
     Total  

Federal Home Loan Bank advances

   $ 4,000       $ 4,500       $ 2,500       $ 2,000       $ —         $ —         $ 13,000   

Other borrowing

     1,300         —           —           —           —           —           1,300   

Subordinated debentures

     —           —           —           —           —           3,609         3,609   

Data Processing (1), (2)

     601         620         —           —           —           —           1,221   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,901       $ 5,120       $ 2,500       $ 2,000       $ —         $ 3,609       $ 19,130   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Estimated contract amount based on transaction volume. Actual expense was $751,000 and $712,000 in 2011 and 2010, 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 the notes to the consolidated financial statements included in this prospectus. We currently have no plans to engage in hedging activities in the future. For the year ended December 31, 2011 and for the nine months ended September 30, 2012, 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.

MANAGEMENT

Board of Directors

The Company’s Board of Directors is currently comprised of nine directors who are annually elected for a one-year term. The same individuals comprise the Board of Directors of the Company and the Bank. Information about the Company’s directors is set forth below. Unless otherwise indicated, each person has held his or her current occupation for the past five years. The age indicated for each individual is as of December 31, 2012. The dates shown for service as a director of the Company include service as a director of the Bank. Donald H. Fischer retired as Chairman of the Board of Directors of the Company and the Bank effective as of January 8, 2013.

William F. Behrmann has been owner and President of McChesney & Miller, Inc., a grocery store and market located in Glen Ellyn, Illinois, since October 2002 and has been employed there since 1959. Age 70. Director since 1994.

 

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Mr. Behrmann’s background offers the Board of Directors substantial small company management experience, specifically within the region in which the Bank conducts its business, and provides the Board with valuable insight regarding the local business and consumer environment. In addition, Mr. Behrmann offers the Board significant business experience from a setting outside of the financial services industry.

Penny A. Belke, DDS, has been a dentist and has owned and operated her practice in Glen Ellyn, Illinois since 1980. Age 61. Director since 2004.

Dr. Belke’s strong ties to the community, through her dental practice and involvement in civic organizations, provide the Board with valuable insight regarding the local business and consumer environment.

H. David Clayton, DVM, has been a veterinarian in Glen Ellyn since 1966. Dr. Clayton has been listed in Who’s Who in Veterinary Medicine and Science. He is currently President of Clayton Consulting, a veterinary management and consulting firm, and is owner of Fox Valley Veterinary Hospital, P.C. in Ottawa, Illinois. Age 73. Director since 1994.

Dr. Clayton’s experience managing a veterinary management and consulting firm affords the Board of Directors with significant small company management experience. In addition, Dr. Clayton’s strong ties with the community through his veterinary practice and involvement in civic organizations provide the Board with valuable insight regarding the local business and consumer environment.

Raymond A. Dieter, MD, has been a surgeon with the DuPage Medical Group, a surgery and health care clinic located in Glen Ellyn, Illinois, since 1969. Dr. Dieter has also been President of the Center for Surgery, an outpatient and surgery clinic located in Naperville, Illinois, since 1990. Age 78. Director since 1994.

Dr. Dieter’s strong ties to the community, through his surgical practice and involvement in civic organizations, provide the Board with valuable insight regarding the local business and consumer environment.

Robert F. Haeger is a partner with Langan, Haeger, Vincent & Born, an Illinois insurance company located in Wheaton, Illinois. Age 63. Director since 2005.

Mr. Haeger’s insurance background provides the Board of Directors with substantial management and leadership experience with respect to an industry that complements the financial services provided by the Bank.

Scott W. Hamer was named President and Chief Executive Officer of the Company and the Bank in January 2007. Mr. Hamer previously served as Vice President, Chief Financial Officer and Assistant Secretary of the Company since April 2003 and Senior Vice President, Chief Financial Officer and Chief Operations Officer of the Bank since April 2003. Age 55. Director since 2007.

Mr. Hamer’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which the Bank serves affords the Board valuable insight regarding the business and operations of the Company and Bank. Mr. Hamer’s knowledge of all aspects of the Company’s and Bank’s business and history, combined with his success and strategic vision, position him well to continue to serve as our President and Chief Executive Officer.

Mary Beth Moran is a certified public accountant and registered investment advisor. She has been a partner in the CPA firm of Kirkby, Phelan and Associates, located in Bloomingdale, Illinois, since 1994. Age 42. Director since 2004.

As a certified public accountant and registered investment advisor, Ms. Moran provides the Board of Directors with experience regarding accounting and financial matters.

Joseph S. Morrissey, DDS, has been a Wheaton dentist since 1969. Age 73. Director since 1994.

Dr. Morrissey’s strong ties to the community, through his dental practice and involvement in civic organizations, provide the Board with valuable insight regarding the local business and consumer environment.

 

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John M. Mulherin is of counsel with Mulherin, Rehfeldt & Varchetto, P.C., Attorneys at Law, a professional corporation engaged in the practice of law and located in Wheaton, Illinois. Mr. Mulherin continues to practice law with Mulherin, Rehfeldt & Varchetto, P.C., but no longer has an ownership interest in the firm. Age 70. Director since 1995.

As an attorney, Mr. Mulherin effectively provides the Board with important legal knowledge and insight necessary to assess issues facing a public company.

Advisory Directors

In accordance with the terms of the Securities Purchase Agreement, effective as of the closing of the Investment, Donald H. Wilson, Christopher M. Hurst, Daniel Strauss and Philip Timyan were appointed as advisory directors of the Company and the Bank pending the Company’s and the Bank’s receipt of all regulatory approvals required to appoint such individuals as directors of the Company and the Bank. On January 8, 2013, Donald H. Fischer retired as Chairman of the Board of Directors. Four additional directors of the Company and the Bank will resign so that the size of the Company’s and the Bank’s Board of Directors can be fixed at nine members in accordance with the terms of the Securities Purchase Agreement.

Information about the Company’s advisory directors is set forth below. Unless otherwise indicated, each person has held his or her current occupation for the past five years. The age indicated for each individual is as of December 31, 2012.

Donald H. Wilson is the Chairman and Chief Executive Officer of Stone Pillar Advisors, Ltd., a financial services strategic consulting firm, and has more than 25 years of experience in the banking industry. Mr. Wilson began his career at the Federal Reserve Bank of Chicago, serving in the bank examination and economic research divisions, and has subsequently held executive management positions at several large financial institutions and financial services companies. Mr. Wilson has served as the Chairman and Chief Executive Officer of Stone Pillar Advisors, Ltd. since June 2009. Prior to that time, Mr. Wilson served as the Chief Operating Officer at Amcore Financial. Age 53.

Christopher M. Hurst is has served as an Analyst at Dune Capital, an investment research company, since October 2004. Age 44.

Daniel Strauss is a Portfolio Manager for Clinton Group, Inc. Mr. Strauss has served as a Senior Strategist for Clinton Group Inc.’s private and public equity investment teams since joining the firm in 2010. Prior to that time, Mr. Strauss was an Associate in the private equity investment group of Angelo Gordon & Co. from 2008 to 2010 and served in the mergers and acquisitions group of Houlihan Lokey from 2006 to 2008. Mr. Strauss also currently serves as a director of Pacific Mercantile Bancorp (ticker: PMBC) and the Vice President of Acquisitions for ROI Acquisition Corp. (ticker: ROIQ). Age 28.

Philip Timyan is the retired Managing Member of Riggs Qualified Partners LLC, a position he held from 1999 to 2010. Age 55.

Executive Officers

The Board of Directors annually elects the Company’s executive officers, who serve at the Board’s discretion. Below is information regarding our executive officers who are not also directors. Each executive officer has held his current position for the last five years, unless otherwise stated. The age indicated for each individual is as of December 31, 2012.

Christopher P. Barton has been Vice President and Assistant Secretary of the Company since July 2000. In March 2003, Mr. Barton assumed the duties of Secretary of the Company and the Bank. Mr. Barton has also been Senior Vice President and Assistant Secretary of the Bank since October 1998 and was named Executive Vice President of the Bank in June 2007. Age 54.

 

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Eric J. Wedeen has been Vice President, Chief Financial Officer and Assistant Secretary of the Company and Senior Vice President and Chief Financial Officer of the Bank since January 2007. Prior thereto, Mr. Wedeen was Vice President and Controller of Midwest Bank and Trust Company from May 2006 to January 2007 and previously was Senior Vice President and Chief Financial Officer of EFC Bancorp from December 2002 until January 2006. Age 49.

Jeffrey A. Vock has been Vice President and Assistant Secretary of the Company and Senior Vice President and Chief Credit Officer of the Bank since February 2009. Prior thereto, Mr. Vock was President of Inland Bank and Trust from October 1999 until June 2008 and previously was Senior Vice President of Inland Bank and Trust from October 1999 until June 2001. Age 54.

Director Independence

The Board of Directors has determined that all directors other than Mr. Hamer, whom we have employed as President and Chief Executive Officer since January 1, 2007, are independent under the listing requirements of the NASDAQ Stock Market and applicable federal law.

Although our common stock is traded on the over-the-counter market and is not presently listed on the NASDAQ Stock Market or listed on a national securities exchange, and as such is not subject to the corporate governance requirements of NASDAQ, the New York Stock Exchange or otherwise, we firmly believe that sound corporate governance is in our best interest and that of our stockholders. To that end, the Board of Directors has adopted the definition of director independence that is set forth in NASDAQ’s listing standards. There are no Company directors currently serving as a director of any other public company. In determining the independence of its directors, the Board of Directors considered loans that the Bank directly or indirectly made to directors Behrmann, Belke, Haeger, Hamer, Moran and Mulherin. All loans made by the Bank to related persons have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank. Director Mulherin is of-counsel with Mulherin, Rehfeldt & Varchetto, a professional corporation engaged in the practice of law, and has provided regular legal counsel to the Company and the Bank in the ordinary course of business. Fees paid to Mulherin, Rehfeldt & Varchetto in 2012 totaled $16,000. Director Haeger is a Principal with Langan, Haeger, Vincent & Born and has provided Directors and Officers Liability, property/casualty and auto coverage to the Bank in the ordinary course of business. General insurance coverage paid to Langan, Haeger, Vincent & Born in 2012 totaled $241,000. We believe that the fees paid to Mulherin, Rehfeldt & Varchetto and Langan, Haeger, Vincent & Born were based on normal terms and conditions as would apply to unaffiliated clients of those firms.

 

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following information is furnished for the principal executive officer and the next two most highly compensated executive officers of the Company (our named executive officers) whose total compensation for the year ended December 31, 2012 exceeded $100,000.

 

Name and

Principal Position

   Year      Salary ($)     Bonus
($)
     Stock
Options
(1)($)
     Restricted
Stock Unit
Award($)
     Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings (2)($)
     All Other-
Compensation
(3)($)
     Total ($)  

Scott W. Hamer

     2012         209,000 (4)      —           —           —           2,824         10,673         222,497   

President & Chief Executive Officer

     2011         212,200 (4)      —           —           —           2,714         8,297         223,211   

Community Financial Shares, Inc.

                      

Jeffrey A. Vock

     2012         145,600        —           —           —           —           8,890         154,490   

Vice President, Assistant Secretary

     2011         145,600        6,413         —           —           —           9,237         167,671   

Community Financial Shares, Inc.

                      

Christopher P. Barton

     2012         135,460        —           —           —           —           8,206         143,666   

Vice President & Secretary

     2011         135,460        4,763         —           —           —           7,508         147,731   

Community Financial Shares, Inc.

                      

 

(1) These amounts reflect the aggregate grant date fair value for outstanding stock option awards granted during the year indicated, computed in accordance with FASB ASC Topic 718. For information on the assumptions used to compute the fair value, see note 14 to the consolidated financial statements. The actual value, if any, realized by an executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, there is no assurance that the value realized by an executive officer will be at or near the value estimated above. Mr. Hamer had 500 options vest at a fair value of $3.23 and 50 options vest at a fair value of $4.28 in 2011. Mr. Vock had 200 options vest at a fair value of $2.35 in 2011.
(2) Represents Mr. Hamer’s change in pension value and nonqualified deferred compensation earnings under the Director’s Retirement Plan.
(3) Represents perquisites and other compensation and benefits received in 2012 as follows: Mr. Hamer – reimbursement of club dues and fees totaling $7,123 and use of Company-owned automobile valued at $3,550; Mr. Barton—use of Company-owned automobile valued at $8,206; and Mr. Vock – use of Company-owned automobile valued at $8,890.
(4) Includes directors’ fees of $13,000 and $16,200 for 2012 and 2011, respectively.

Other Compensatory Arrangements

The Bank currently maintains change-in-control agreements with Scott W. Hamer, Christopher P. Barton, Jeffrey A. Vock and Eric J. Wedeen.

On December 31, 2006, the Company’s Board of Directors approved a compensation package for Scott W. Hamer in connection with Mr. Hamer’s appointment as President and Chief Executive Officer of the Company and the Bank. The compensation package, which was effective January 1, 2007, included an annual salary of $180,000 and reimbursement for membership dues at a local country club. The annual salary was subsequently increased to $196,000. Additionally, the package provided that Mr. Hamer would continue to be eligible for a possible annual bonus equal to up to 25% of his yearly salary, and would continue to receive as other perquisites an automobile allowance and the opportunity to participate in the benefit programs generally maintained by the Company for the benefit of its employees. Mr. Hamer’s compensation arrangement was not memorialized in a written contract.

 

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In addition, as a component of annual compensation, (i) all officers of the Company with the title of Assistant Vice President or Vice President may receive a cash payment of up to 12% of their annual base salary, subject to the discretion of the Board of Directors as determined from time to time during the course of the year, and (ii) all officers of the Company with the title of Senior Vice President and higher may receive a cash payment of up to 25% of their annual base salary, subject to the discretion of the Board of Directors as determined from time to time during the course of the year.

Outstanding Equity Awards at Fiscal Year-End 2012

The following table provides information concerning exercisable options and unexercised options that have not vested for each named executive officer outstanding as of December 31, 2012. The table also discloses the exercise price and the expiration date.

 

Name

   Number of
Securities
Underlying
Options (#)
Exercisable
     Number of
Securities
Underlying
Options (#)
Unexercisable
     Option
Exercise

Price
($)
     Option
Expiration

Date
 

Scott W. Hamer

     3,700         700       $ 17.50         4/21/2013   

Scott W. Hamer

     250         550       $ 23.00         3/26/2017   

Jeffrey A. Vock

     600         1,600       $ 14.00         2/18/2019   

Pension Benefits / Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation

The Company maintains a Profit Sharing/401(k) Plan, which is a combination of 401(k) deferrals by the employees, matching by the Company and “profit sharing” contributions by the Company, to give employees the opportunity to save for retirement on a tax-deferred basis. Total 401(k) deferrals in any taxable year may not exceed the dollar limit that is set by law. In 2012 this amount was $17,000 and $22,500 for those over the age of 50. Each year the Company may contribute matching profit sharing contributions for its employees. In 2012, the Company did not make contributions to any of the named executive officer’s individual Profit Sharing/401(k) Plan.

Potential Payments Upon Change In Control

The Bank is a party to change-in-control agreements with Messrs. Hamer, Barton, Vock and Wedeen. The letter agreements provide for enumerated benefits to be provided by the Bank to the executive officers upon the occurrence of certain events within 18 months after a change of control of the Company or the Bank.

Each letter agreement provides for the payment of severance benefits, if, at any time within 18 months following a change of control, the officer’s employment is terminated as a result of (i) his disability, death or retirement pursuant to any retirement plan or policy of the Bank of general application to key employees; (ii) the essential elements of the officer’s position being materially reduced without good cause, each without the officer’s voluntary consent; (iii) a material reduction in the officer’s aggregate compensation, not related to or resulting from documented, diminished performance; or (iv) the officer being required to regularly perform services at a location which is greater than 50 miles from his principal office at the time of the change of control.

The severance benefits to be provided are an immediate lump-sum cash payment equal to nine months of the terminated executive’s current annual salary, exclusive of periodic bonus compensation, plus any unused earned vacation time and continued medical and life insurance coverage to the officer and his family for a maximum of nine months. Upon termination of the insurance coverage, the officer is entitled to exercise the policy options normally available to the Bank’s employees upon termination of employment (for example, the officer may elect to continue coverage under COBRA).

The Company entered into the change-of-control agreements because if a change of control should occur, the Company wants its executives to be focused on the business of reorganization and the interests of shareholders. In addition, the Company believes the agreements are consistent with market practice and assist the Company in retaining its executive talent.

 

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On December 15, 2008, the Bank amended Messrs. Hamer’s and Barton’s change-in-control agreements and on February 25, 2009 the Bank amended Mr. Vock’s change-in-control agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance issued with respect to Section 409A of the Code.

Impact of TARP Repurchase on Executive Compensation Restrictions

In connection with the Investment, the Company’s Series A Preferred Stock and Series B Preferred Stock issued by the Company to the Treasury in connection with TARP were repurchased by the Company. Accordingly, as of December 21, 2012, the Company no longer participates in the Treasury’s TARP Capital Purchase Program. During the time period in which the Company participated in the TARP Capital Purchase Program, including the majority of fiscal year 2012 and all of fiscal year 2011, the Company was subject to certain executive compensation restrictions. These restrictions include a prohibition on making any severance payment to a named executive officer or any of the next five most-highly compensated employees and a prohibition on paying or accruing any bonus, retention award or incentive compensation to, in the case of the Company, at least the most highly compensated employee, other than certain restricted stock awards.

Director Compensation

The following table provides information with respect to the compensation of our directors other than advisory directors and those who serve as named executive officers during the fiscal year ended December 31, 2012. No director listed in the table below was granted any restricted stock or option awards in fiscal year 2012.

 

     Fees Earned
Paid in Cash
($)
     Change in
Pension
Value and
Non-

qualified
Deferred
Compensation
Earnings

($)(1)
     All Other
Compensation

($)(2)
     Total
($)
 

William Behrmann

     —           16,989         —           16,989   

Penny Belke

     15,150         5,174         —           20,324   

H. David Clayton

     16,050         6,826         —           22,876   

Raymond Dieter

     —           18,976         —           18,976   

Donald H. Fischer (3)

     13,800         3,951         4,406         22,157   

Robert Haeger

     15,300         3,487         —           18,787   

Mary Beth Moran

     15,975         2,157         —           18,132   

Joseph Morrissey

     16,800         5,017         —           21,817   

John Mulherin

     16,725         4,657         —           21,382   

 

(1) The amount in this column represents the aggregate increase in the present value of each director’s accumulated benefit under the Director’s Retirement Plan. Also, included in this column are the earnings and fees deferred by the Director under the Company’s voluntary deferred compensation plan.
(2) Represents reimbursement of country club dues.
(3) Mr. Fischer retired from the board of directors effective January 8, 2013.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table indicates, as of             , 2013, the number of shares of voting securities beneficially owned by each greater than five percent holder of the Company’s outstanding voting securities.

Each share of Series C Preferred Stock is convertible immediately, at the sole discretion of the holder, initially into 100 shares of Company common stock. Shares of Series D Preferred Stock and Series E Preferred Stock are convertible into shares of Series C Preferred Stock on a one-for-one basis, provided, however, that no such conversion results in any person, together with its affiliates, holding more than a 9.99% or 4.99% voting ownership interest, respectively, in the Company. Accordingly, the number of shares of common stock and percentage common stock reflected in the following table includes those shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and, as applicable, shares of common stock issuable upon the conversion of shares of Series D Preferred Stock and Series E Preferred Stock. For more information on the conversion rights of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, see the footnotes applicable to each beneficial owner and “Description of Capital Stock—Preferred Stock—Series C Preferred Stock—Conversion Rights,” “—Series D Preferred Stock—Conversion Rights” and “—Series E Preferred Stock.”

 

Name and Address of

Beneficial Owner

   Number of Shares  of
Common Stock
Beneficially Owned
    Percent of
Common Stock
Beneficially Owned (1)
 

SBAV LP

9 West 57th Street, 26th Floor

New York, New York 10019

     1,890,160 (2     25.37

Wellington Management Company, LLP

280 Congress Street

Boston, Massachusetts 02210

     1,890,160 (3     25.37

Fullerton Capital Partners LP

100 Drakes Landing Road, Suite 300

Greenbrae, California 94904

     1,890,160 (4     25.37

Philip J. Timyan

4324 Central Avenue

Western Springs, Illinois 60558

     1,500,000 (5     21.24

Amberley Holdings LLC

2345 Waukegan Road, Suite 165

Bannockburn, Illinois 60015

     946,556 (6     14.56

PRB Investors LP

245 Park Avenue, 24th Floor

New York, New York 10167

     944,085 (7     14.51

Richard Jacinto II Roth IRA, FCC as

    Custodian

394 Saddle Back Trail

Franklin Lakes, New Jersey 07417

     944,085 (8     14.51

Otter Creek Partners I

Otter Creek International LTD

222 Lakeview Avenue

West Palm Beach, Florida 33401

     920,000 (9     14.20

Gregory R. Gersack

2044 N. Wolcott

Chicago, Illinois 60614

     529,000 (10     8.69

Sagus Financial Fund, LP

3399 Peachtree Road, Suite 1900

Atlanta, Georgia 30326

     500,000 (11     8.25

 

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Donald H. Wilson and Maria D. Wilson

357 Roosevelt Road

Glen Ellyn, Illinois 60174

     500,000 (12     8.25

Cultivate LLC

958 East Circle Drive

Whitefish Bay, Wisconsin 53217

     400,000 (13     6.71

Michael S. Burd Trust

1557 East Prairie Avenue

Wheaton, Illinois 60187

     300,000 (14     5.12

 

(1) Based on 5,560,567 shares of common stock outstanding as of             , 2013, plus all shares of common stock issuable to the shareholder upon the conversion of (i) shares of Series C Preferred Stock currently held by the shareholder and (ii) shares of Series D Preferred Stock and Series E Preferred Stock currently held by the shareholder, to the extent that such conversion is not prohibited by the blocker provisions applicable to the Series D Preferred Stock and Series E Preferred Stock. For purposes of this calculation, it is assumed that no other shareholders have converted any shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock.
(2) Includes 1,871,300 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and 18,860 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock. Excludes 4,395,940 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock because the issuance of such shares is subject to a blocker provision contained in the Series D Preferred Stock that prevents the conversion of shares of Series D Preferred Stock into shares of Series C Preferred Stock if the conversion would result in the shareholder, together with its affiliates, holding more than a 9.99% voting ownership interest in the Company. Based on a Schedule 13D filed with the U.S. Securities and Exchange Commission on December 31, 2012, SBAV GP LLC (“SBAV GP”), as the general partner of SBAV and Clinton Group, Inc. (“CGI”), by virtue of being the investment manager of SBAV, have the power to vote or direct the voting and to dispose or direct the disposition of, all of the Shares beneficially owned by SBAV. George Hall, as the sole managing member of SBAV GP and President of CGI, is deemed to have shared voting power and shared dispositive power with respect to all Shares as to which SBAV, SBAV GP and CGI have voting power or dispositive power. Accordingly, SBAV, SBAV GP, CGI and Mr. Hall are deemed to have shared voting and shared dispositive power with respect to all of the Company’s securities beneficially owned by SBAV. SBAV GP, CGI and Mr. Hall disclaim beneficial ownership of any and all such securities in excess of their actual pecuniary interest therein.
(3) Wellington Management Company, LLP (“Wellington Management”) is an investment adviser registered under the Investment Advisers Act of 1940. Wellington Management, in such capacity, may be deemed to share beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, over the shares held by its client accounts. The aggregate of 1,890,160 shares of common stock reflected in the table above as being beneficially owned by Wellington Management includes (i) 1,507,100 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and 15,190 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock held by Ithan Creek Investors USB, LLC and (ii) 364,200 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and 3,670 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock held by Ithan Creek Investors II USB, LLC. Excludes (i) 490,610 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock held by Ithan Creek Investors USB, LLC and (ii) 118,530 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock held by Ithan Creek Investors II USB, LLC, in each case, because the issuance of such shares is subject to a blocker provision contained in the Series D Preferred Stock that prevents the conversion of shares of Series D Preferred Stock into shares of Series C Preferred Stock if the conversion would result in the shareholder, together with its affiliates, holding more than a 9.99% voting ownership interest in the Company.
(4) Includes 1,871,300 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and 18,860 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock. Excludes 609,140 shares of common stock issuable upon the conversion of shares of Series D Preferred Stock because the issuance of such shares is subject to a blocker provision contained in the Series D Preferred Stock that prevents the conversion of shares of Series D Preferred Stock into shares of Series C Preferred Stock if the conversion would result in the shareholder, together with its affiliates, holding more than a 9.99% voting ownership interest in the Company.
(5) Includes 1,500,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock.
(6) Includes 4,349 shares of common stock, 874,800 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and 67,407 shares of common stock issuable upon the conversion of shares of Series E Preferred Stock. Excludes 257,793 shares of common stock issuable upon the conversion of shares of Series E Preferred Stock because the issuance of such shares is subject to a blocker provision contained in the Series E Preferred Stock that prevents the conversion of shares of Series E Preferred Stock into shares of Series C Preferred Stock if the conversion would result in the shareholder, together with its affiliates, holding more than a 4.99% voting ownership interest in the Company.
(7) Includes 926,200 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and 17,885 shares of common stock issuable upon the conversion of shares of Series E Preferred Stock. Excludes 255,915 shares of common stock issuable upon the conversion of shares of Series E Preferred Stock because the issuance of such shares is subject to a blocker provision contained in the Series E Preferred Stock that prevents the conversion of shares of Series E Preferred Stock into shares of Series C Preferred Stock if the conversion would result in the shareholder, together with its affiliates, holding more than a 4.99% voting ownership interest in the Company.
(8) Includes 926,200 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock and 17,885 shares of common stock issuable upon the conversion of shares of Series E Preferred Stock. Excludes 55,915 shares of common stock issuable upon the conversion of shares of Series E Preferred Stock because the issuance of such shares is subject to a blocker provision contained in the Series E Preferred Stock that prevents the conversion of shares of Series E Preferred Stock into shares of Series C Preferred Stock if the conversion would result in the shareholder, together with its affiliates, holding more than a 4.99% voting ownership interest in the Company.
(9) Includes 920,000 shares of common stock.
(10) Includes 229,000 shares of common stock and 300,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock.
(11) Includes 500,000 shares of common stock.
(12) Includes 100,000 shares of common stock and 400,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock.
(13) Includes 100,000 shares of common stock and 300,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock.
(14) Includes 300,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock .

 

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Security Ownership of Management

The following table indicates, as of             , 2013, the number of shares of common stock beneficially owned by each director of the Company, the named executive officers of the Company, and all directors and executive officers of the Company as a group.

 

Name of Beneficial Owner

   Number of
Shares (1)
  Percent of
Common
Stock
Outstanding (2)

William F. Behrmann

       129,248  (3)       2.27 %

Penny A. Belke, DDS

       149,340         2.69  

H. David Clayton, DVM

       30,000  (4)       0.54  

Raymond A. Dieter, Jr., MD

       102,312  (5)       1.84  

Robert F. Haeger

       123,500         2.22  

Scott W. Hamer

       135,750         2.44  

Mary Beth Moran

       61,202         1.10  

Joseph S. Morrissey, DDS

       76,081  (6)       1.37  

John M. Mulherin

       18,396  (7)       0.33  

Christopher P. Barton

       169,242         3.04  

Jeffrey A. Vock

       50,600  (8)       0.91  

Eric J. Wedeen

       252,200  (9)       4.34  

All Directors and Executive Officers as a Group (12 Persons)

       1,297,871         18.92 %

 

(1) Includes shares issuable pursuant to stock options currently exercisable within 60 days of             , 2013, as follows: Mr. Hamer - 3,950 shares, Mr. Vock - 600 shares and Mr. Wedeen - 2,200 shares.
(2) Based on 5,560,567 shares of common stock outstanding as of             , 2013 for all directors and executive officers except for Messrs. Vock and Wedeen. For Mr. Vock, based on 5,560,567 shares of common stock outstanding as of             , 2013 plus 50,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock held by Mr. Vock. For Mr. Wedeen, based on 5,560,567 shares of common stock outstanding as of             , 2013 plus 250,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock held by Mr. Wedeen.
(3) Includes 120,000 shares held by McChesney & Miller, Inc. Mr. Behrmann is the President and owner of McChesney & Miller, Inc.
(4) Includes 12,440 shares held in a trust of which Dr. Clayton is trustee.
(5) Includes 2,776 shares held in a trust of which Dr. Dieter is trustee.
(6) Includes 14,678 shares held in joint tenancy of which Dr. Morrissey has shared investment and voting power.
(7) Includes 4,112 shares held in joint tenancy of which Mr. Mulherin has shared investment and voting power and 1,208 shares held by Mr. Mulherin’s spouse in an IRA.
(8) Includes 50,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock. Each share of Series C Preferred Stock is convertible immediately, at the sole discretion of the holder, initially into 100 shares of Company common stock.
(9) Includes 250,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock. Each share of Series C Preferred Stock is convertible immediately, at the sole discretion of the holder, initially into 100 shares of Company common stock.

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loans and Extensions of Credit

The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by the Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured financial institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. The Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit the Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee, although the Bank does not currently have such a program in place. Aside from lending relationships, the Company and the Bank, in the ordinary course of business, also periodically transact business with entities in which the Company’s directors have a material interest.

The Board of Directors periodically reviews, no less frequently than quarterly, a summary of the Company’s transactions with directors and executive officers of the Company and with firms that employ directors, as well as any other related person transactions, for the purpose of determining whether the transactions are fair, reasonable and within Company policy and should be ratified and approved. Also, in accordance with banking regulation and its policy, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of $25,000 or 5% of the Company’s capital and surplus (up to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Additionally, pursuant to the Company’s Code of Business Conduct and Ethics, all executive officers and directors of the Company must disclose any existing or potential conflicts of interest to the President and Chief Executive Officer of the Company. Such potential conflicts of interest include, but are not limited to, the following: (1) owning a material financial interest in a competitor of the Company or an entity that does business or seeks to do business with the Company; (2) being employed by, performing services for, serving as an officer of, or serving on the Board of Directors of any such entity; (3) making an investment that could compromise an individual’s ability to perform his or her duties to the Company; and (4) having an immediate family member who engages in any of the activities identified above.

The aggregate outstanding balance of loans by the Bank to directors, executive officers and their related parties was $2.4 million at December 31, 2012. All loans made by the Bank to related persons have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank.

Other Transactions

Since January 1, 2010, there have been no transactions and there are no currently proposed transactions in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any of our executive officers or directors had or will have a direct or indirect material interest.

SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

On December 21, 2012, 13 of our directors and executive officers (including our former Chairman, who retired effective January 8, 2013) invested $1.2 million in Community Financial Shares through their purchase of 862,066 shares of common stock and 3,000 shares of preferred stock in the Investment. Additionally, we currently expect that Director Joseph S. Morrissey will purchase 30,000 shares, and Director John M. Mulherin will purchase 2,000 shares, of common stock in the rights offering. The purchase price paid by them will be $1.00 per share, the same price paid by all other persons who purchase shares of common stock in the rights offering. Following the rights offering, our current directors and executive officers, together with their affiliates, are expected to own 1,329,871 shares of common stock (including 300,000 shares of common stock issuable upon the conversion of shares of Series C Preferred Stock).

 

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THE RIGHTS OFFERING

Subscription Rights

We are distributing to the holders of our shares of common stock as of December 20, 2012 non-transferable subscription rights to purchase shares of our common stock at $1.00 per share. The subscription rights entitle the holders of our common stock to purchase up to an aggregate of approximately 3,000,000 shares of our common stock for an aggregate purchase price of $1.0 million.

Each holder of record of our common stock will receive one subscription right for each share of our common stock owned by such holder as of 5:00 p.m., Eastern Time, on December 20, 2012. Each subscription right entitles the holder to a basic subscription privilege and an over-subscription privilege.

Basic Subscription Privilege. With your basic subscription privilege, you may purchase 2.4091 shares of our common stock for each share of common stock that you own, subject to delivery of the required documents and payment of the subscription price of $1.00 per share, prior to the expiration of the rights offering. Fractional shares of our common stock resulting from the exercise of the basic subscription privilege will be eliminated by rounding down to the nearest whole share. You may exercise all or a portion of your basic subscription privilege. However, if you exercise less than your full basic subscription privilege, you will not be entitled to purchase shares under your over-subscription privilege.

Over-Subscription Privilege. In the event that you purchase all of the shares of common stock available to you pursuant to your basic subscription privilege, you may also choose to purchase a portion of any shares of our common stock that are not purchased by other shareholders through the exercise of their basic subscription privileges. If sufficient shares of common stock are available, we will seek to honor the over-subscription requests in full. If over-subscription requests exceed the number of shares of common stock available, we will allocate the available shares of common stock among shareholders who over-subscribed by multiplying the number of shares requested by each shareholder through the exercise of their over-subscription privileges by a fraction which equals (x) the number of shares available to be issued through over-subscription privileges divided by (y) the total number of shares requested by all subscribers through the exercise of their over-subscription privileges. As described above for the basic subscription privilege, we will not issue fractional shares through the exercise of over-subscription privileges.

In order to properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege at the time you deliver payment related to your basic subscription privilege. Because we will not know the actual number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available to you.

We can provide no assurances that you will be able to purchase the number of shares issuable upon the exercise of your over-subscription privilege in full. We will not be able to satisfy any orders for shares pursuant to the over-subscription privilege if all of our shareholders exercise their basic subscription privileges in full. We can only honor an over-subscription privilege to the extent sufficient shares of our common stock are available following the exercise of subscription rights under the basic subscription privileges.

To the extent the aggregate subscription price of the actual number of unsubscribed shares available to you pursuant to the over-subscription privilege is less than the amount you paid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed shares actually available to you, and any excess subscription payments will be returned to you, without interest, as soon as practicable.

To the extent the amount you paid in connection with the exercise of the over-subscription privilege is less than the aggregate subscription price of the actual number of unsubscribed shares available to you pursuant to the over-subscription privilege, you will be allocated the number of unsubscribed shares for which you actually paid in connection with the over-subscription privilege.

 

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Reasons for the Rights Offering

On November 13, 2012, Community Financial Shares entered into 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 Preferred Stock at $100.00 per share, 56,708 shares of Series D Preferred Stock at $100.00 per share and 6,728 shares of Series E Preferred Stock at $100.00 per share in the Investment. The closing of the Investment occurred on December 21, 2012.

We are conducting this rights offering as required by the Securities Purchase Agreement to provide our Pre-Investment Shareholders with the opportunity to purchase up to 3.0 million shares of our common stock at a purchase price per share equal to the conversion price of the Series C Preferred Stock (currently $1.00 which is the same price per share of common stock offered to investors in the Investment). The Securities Purchase Agreement provides that, to the extent the rights offering dilutes their voting or economic ownership interests, four of the investors will have the option of purchasing additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering to permit them to maintain both the voting and economic ownership interest in the Company that those investors had immediately after the closing of the Investment. Assuming that 3.0 million shares of common stock are sold in the rights offering, these four investors would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering.

Concurrent Private Offering

We may enter into investor agreements with certain institutional investors and high net worth individuals, pursuant to which such investors will agree to purchase, in a concurrent private offering to be closed after the conclusion of the rights offering, either a minimum number of common shares, or a certain number of the remaining common shares that are not purchased through the exercise of rights, or both. The maximum number of common shares to be issued by us in the rights offering and the subsequent private offering will not exceed 3,000,000 common shares.

Method of Exercising Subscription Rights

One non-transferable subscription right is being distributed for each share of our common stock that you owned as of 5:00 p.m., Eastern Time, on December 20, 2012. The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as follows:

Subscription by Registered Holders. If you hold a Community Financial Shares stock certificate, the number of rights you may exercise pursuant to your basic subscription privilege is indicated on the enclosed rights certificate. You may exercise your subscription rights by properly completing and executing the rights certificate and forwarding it, together with your full payment, to the subscription agent at the address set forth below under “—Subscription Agent,” to be received prior to 5:00 p.m., Eastern Time, on [EXPIRATION DATE].

Subscription by Beneficial Owners. If you are a beneficial owner of shares of our common stock that are registered in the name of a broker, custodian bank or other nominee, you will not receive a rights certificate. Instead, one subscription right will be issued to the nominee record holder for each share of our common stock that you own at the record date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares of our common stock in the rights offering.

If you hold your shares of common stock in the name of a custodian bank, broker, dealer or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before the 5:00 p.m., Eastern Time, [EXPIRATION DATE] expiration date that we have established for the rights offering.

Payment Method

As described in the instructions accompanying the rights certificate, payments submitted to the subscription agent must be made in full United States currency by:

 

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personal check;

 

   

bank check or bank draft payable to             , the subscription agent, drawn upon a United States bank;

 

   

postal, telegraphic or express money order payable to             ; or

 

   

wire transfer of immediately available funds to the account maintained by             .

You should read and follow the instructions accompanying the rights certificate carefully. As described in the instructions accompanying the rights certificate, in certain cases additional documentation or signature guarantees may be required.

The method of delivery of payments of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent. Do not send or deliver these materials to us.

There is no sales fee or commission payable by you. We will pay all fees charged by the subscription and information agents and our advisors. You are responsible for paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of the subscription rights.

Medallion Guarantee May Be Required

Your signature on your rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the subscription agent, unless:

 

   

you provide on the rights certificate that shares are to be delivered in your name and to your address of record, as imprinted on the face of the rights certificate; or

 

   

you are an eligible institution.

Limit on How Many Shares of Common Stock You May Purchase in the Rights Offering

Subject to the discretion of the board of directors, a person, together with certain related persons and associates, may not purchase a number of shares such that upon completion of the rights offering the person owns securities representing in excess of 4.9% of Community Financial Shares’ outstanding voting interests.

In addition, we will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, or to any investor in the concurrent private offering, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [EXPIRATION DATE], such clearance or approval has not been obtained and/or any applicable waiting period has not expired. If we elect not to issue shares in such a case, the unissued shares will become available to satisfy over-subscription by other shareholders pursuant to their subscription rights and will thereafter be available to investors participating in the concurrent private offering.

In addition, we will not issue shares of common stock pursuant to the exercise of basic subscription rights or over-subscription rights to any shareholder who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [EXPIRATION DATE], such clearance or approval has not been obtained and/or any required waiting period has not expired. If we elect not to issue shares in such case, such shares will become available to satisfy over-subscription by other shareholders pursuant to subscription rights and will be available to investors participating in the concurrent private offering.

 

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The term “associate” is used above to indicate any of the following relationships with a person:

 

   

any corporation or organization, other than Community Financial Shares, Community Bank—Wheaton/Glen Ellyn, a subsidiary thereof, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization;

 

   

any trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the estate (although a person who has a substantial beneficial interest in one of our tax-qualified or non-tax-qualified employee plans, or who is a trustee or fiduciary of the plan is not an associate of the plan, and our tax-qualified employee plans are not associates of a person);

 

   

any person who is related by blood or marriage to such person and:

 

  (i) who lives in the same house as the person; or

 

  (ii) who is a director or senior officer of Community Financial Shares, Community Bank—Wheaton/Glen Ellyn or a subsidiary thereof; and

 

   

any person acting in concert with the persons or entities specified above.

As used above, the term “acting in concert” means:

 

   

knowing participation in a joint activity or interdependent conscious parallel action towards a common goal, whether or not pursuant to an express agreement; or

 

   

a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any of our tax-qualified employee plans will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.

Missing or Incomplete Subscription Information

If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received, subject to the availability of shares under the over-subscription privilege and the elimination of fractional shares. Any excess subscription payments received by the subscription agent will be returned, without interest, as soon as practicable following the expiration of the rights offering.

Expiration Date

The subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m., Eastern Time, on [EXPIRATION DATE], which is the expiration of the rights offering. If you do not exercise your subscription rights prior to that time, your subscription rights will expire and will no longer be exercisable. We will not be required to issue shares of our common stock to you if the subscription agent receives your rights certificate or your subscription payment after that time. We have the option to extend the rights offering without notice to you. In no event will the expiration date be later than [EXPIRATION DATE #2]. We may extend the

 

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expiration of the rights offering by giving oral or written notice to the subscription agent prior to the expiration of the rights offering. If we elect to extend the expiration of the rights offering, we will issue a press release announcing such extension no later than the next business day after the board of directors determines to extend the rights offering.

If you hold your shares of common stock in the name of a custodian bank, broker, dealer or other nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. Your nominee may establish a deadline that may be before the 5:00 p.m., Eastern Time, [EXPIRATION DATE], expiration date that we have established for the rights offering.

Determination of Subscription Price

We are conducting this rights offering as required by the Securities Purchase Agreement to provide our Pre-Investment Shareholders with the opportunity to purchase up to 3.0 million shares of our common stock at a purchase price per share equal to the conversion price of the Series C Preferred Stock (currently $1.00 which is the same price per share of common stock offered to investors in the Investment). The Securities Purchase Agreement provides that, to the extent the rights offering dilutes their voting or economic ownership interests, four of the investors will have the option of purchasing additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering to permit them to maintain both the voting and economic ownership interest in the Company that those investors had immediately after the closing of the Investment. Assuming that 3.0 million shares of common stock are sold in the rights offering, these four investors would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering. subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of our common stock to be offered in the rights offering.

We cannot assure you that the market price of our shares of common stock will not decline during or after the rights offering. We also cannot assure you that you will be able to sell shares of our common stock purchased during the rights offering at a price equal to or greater than the subscription price. We urge you to obtain a current quote for our common stock before exercising your subscription rights.

Conditions, Withdrawal and Termination

We reserve the right to withdraw the rights offering at any time for any reason. We may terminate the rights offering if at any time before completion of the rights offering there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be applicable to the rights offering that in the sole judgment of our board of directors would or might make the rights offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the rights offering. We may waive any of these conditions and choose to proceed with the rights offering even if one or more of these events occur. If we terminate the rights offering, all affected subscription rights will expire without value, and all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

Subscription Agent

The subscription agent for the rights offering is IST Shareholder Services. The address to which rights certificates and payments, other than wire transfers, should be mailed or delivered is provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent. Do not send or deliver these materials to Community Financial Shares.

IST Shareholder Services

433 S. Carlton Avenue

Wheaton, Illinois 60187

If you have any questions regarding completing a rights certificate or submitting payment in the rights offering, please call our subscription agent for the rights offering, IST Shareholder Services, at (            )             -            (toll free), Monday through Friday (except bank holidays), between             :            a.m. and             :            p.m., Eastern Standard Time.

 

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Information Agent

We have appointed AST Phoenix Advisors as information agent for the offering. Any questions or requests regarding Community Financial Shares, Community Bank—Wheaton/Glen Ellyn or the rights offering may be directed to AST Phoenix Advisors, at (            )             -            (toll free), Monday through Friday (except bank holidays), between             :            a.m. and             :            p.m., Eastern Standard Time. Banks and brokers may contact AST Phoenix Advisors, at (            )             -            . We will pay the fees and expenses of the information agent and have also agreed to indemnify the information agent from certain liabilities that it may incur in connection with the rights offering.

No Fractional Shares

All shares will be sold at a purchase price of $1.00 per share. We will not issue fractional shares. Fractional shares of our common stock resulting from the exercise of the basic subscription privileges and the over-subscription privileges will be eliminated by rounding down to the nearest whole share. Any excess subscription payments received by the subscription agent will be returned, without interest, as soon as practicable.

Notice to Nominees

If you are a broker, custodian bank or other nominee holder that holds shares of our common stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owners, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If a registered holder of our common stock so instructs, you should complete the rights certificate and submit it to the subscription agent with the proper subscription payment to be received by the expiration date. You may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the record date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the form entitled “Nominee Holder Certification,” which is provided with your rights offering materials. If you did not receive this form, you should contact the subscription agent to request a copy.

Beneficial Owners

If you are a beneficial owner of shares of our common stock and will receive your subscription rights through a broker, custodian bank or other nominee, we will ask your nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you, as described above. To indicate your decision with respect to your subscription rights, you should follow the instructions of your nominee. If you wish instead to obtain a separate rights certificate, you should contact your nominee as soon as possible and request that a rights certificate be issued to you. You should contact your nominee if you do not receive notice of the rights offering, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the notice by mail or otherwise from your nominee or if you receive notice without sufficient time to respond to your nominee by the deadline established by your nominee, which may be before the 5:00 p.m., Eastern Time, [EXPIRATION DATE], expiration date.

Non-Transferability of Subscription Rights

The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone. The subscription rights will not be quoted on the Over-the-Counter Bulletin Board or any stock exchange or market. The shares of our common stock issuable upon exercise of the subscription rights will be quoted on the OTCQB under the ticker symbol “CFIS.”

 

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Validity of Subscriptions

We will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. Neither we nor the subscription agent shall be under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the full subscription payment have been received by the subscription agent. Our interpretations of the terms and conditions of the rights offering will be final and binding.

Escrow Arrangements; Return of Funds

The subscription agent will hold funds received in payment for shares of our common stock in a segregated account pending completion of the rights offering. The subscription agent will hold this money in escrow until the rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any reason, all subscription payments received by the subscription agent will be returned promptly, without interest or penalty.

Shareholder Rights

You will have no rights as a holder of the shares of our common stock you purchase in the rights offering until certificates representing the shares of our common stock are issued to you, or your account at your nominee is credited with the shares of our common stock purchased in the rights offering.

Foreign Shareholders

We will not mail this prospectus or rights certificates to shareholders with addresses that are outside the United States or that have an army post office or foreign post office address. The subscription agent will hold these rights certificates for their account. To exercise subscription rights, our foreign shareholders must notify the subscription agent prior to 5:00 p.m., Eastern Time, at least three business days prior to the expiration of the rights offering (or, if the rights offering is extended, on or before three business days prior to the extended expiration date) and demonstrate to the satisfaction of the subscription agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such shareholder.

No Revocation or Change

Once you submit the rights certificate or have instructed your nominee of your subscription request, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at the subscription price.

Purchase Limitations

Subject to the discretion of the board of directors, a person, together with certain related persons and associates, may not purchase a number of shares such that upon completion of the rights offering the person owns securities representing in excess of 4.9% of Community Financial Shares’ outstanding voting interests. Additionally, federal law generally requires prior regulatory approval for any person or persons acting in concert to acquire 10% or more of our common stock. We will not issue shares of our common stock pursuant to the exercise of basic subscription rights or over-subscription rights, or to any person or entity who, in our sole opinion, could be required to obtain prior clearance or approval from or submit a notice to any state or federal bank regulatory authority to acquire, own or control such shares if, as of [EXPIRATION DATE], such clearance or approval has not been obtained and/or any applicable waiting period has not expired. If we elect not to issue shares in such a case, the unissued shares will become available to satisfy over-subscription elections by other shareholders pursuant to their subscription rights.

 

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Material U.S. Federal Income Tax Treatment of Rights Distribution

For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of these subscription rights to purchase shares of our common stock for the reasons described below in “Material fU.S. Federal Income Tax Consequences.”

No Recommendation to Rights Holders

Our board of directors is making no recommendation regarding your exercise of the subscription rights. Shareholders who exercise subscription rights risk investment loss on new money invested. We cannot assure you that the market price for our common stock will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your decision based on your own assessment of our business and the rights offering. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.

Shares of Our Common Stock Outstanding After the Rights Offering

Assuming no options are exercised prior to the expiration of the rights offering, we expect approximately 8,560,567 shares of our common stock will be outstanding immediately after completion of the rights offering and the concurrent private offering, assuming an aggregate of 3,000,000 shares of common stock are sold in the rights offering and in the concurrent private offering. In addition, up to 19,684,700 shares of common stock would be issuable to investors upon the conversion of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock sold by us in the first closing of the Investment. Additionally, assuming that 3.0 million shares of common stock are sold in the rights offering, these four investors would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering.

 

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DESCRIPTION OF CAPITAL STOCK

Common Stock

We are currently authorized to issue 75,000,000 shares of common stock, no par value per share. There were 5,560,567 shares of common stock outstanding as of as of             , 2013. Assuming no options are exercised prior to the expiration of the rights offering and assuming all shares are sold in the rights offering, we expect 8,560,567 shares of our common stock will be outstanding immediately after completion of the rights offering. In addition, up to 19,684,700 shares of common stock would be issuable to investors upon the conversion of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock sold by us in the first closing of the Investment. Additionally, assuming that 3.0 million shares of common stock are sold in the rights offering, these four investors would have the ability to purchase up to a maximum of approximately $2.4 million worth of additional shares of Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock following the rights offering.

Dividend Rights. Subject to the rights of the holders of our Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, holders of our common stock are entitled to receive such dividends as may be declared by our board of directors out of legally available funds, and to receive pro rata any assets distributable to holders of our common stock upon our liquidation.

Voting Rights. Each outstanding share of our common stock shall entitle the holder thereof to one vote on all matters which are to be voted on, including the election of directors. Voting on all matters is non-cumulative. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. Subject to the rights and preferences of the holders of our Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, the affirmative vote of a majority of all shares of Company entitled to vote permits (1) the amendment, alteration, change or repeal of our Certificate of Incorporation; (2) the approval of a merger or consolidation with or into another corporation; (3) the sale, lease or other exchange of all or substantially all of our assets; or (4) our dissolution. Stockholders have or will have appraisal rights in connection with a merger or consolidation, but will not have appraisal rights in the event of a sale of all or substantially all of our assets.

Liquidation Rights. Subject to the rights and preferences of the holders of our Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, in the event of liquidation of Community Financial Shares, the holders of our common stock shall be entitled to receive, pro rata, all the remaining assets available for distribution to stockholders.

Other Rights. Common shareholders have no preemptive rights to purchase additional securities that may be issued by us in the future. There are no redemption or conversion provisions applicable to our common stock, and common shareholders are not liable for any further capital call or assessment.

Preferred Stock

In May 2009, we issued shares of our Series A Preferred Stock and Series B Preferred Stock to the U.S. Department of Treasury in connection with the TARP Capital Purchase Program. The shares of Series A Preferred Stock and Series B Preferred Stock were redeemed by us on December 31, 2012 and no shares of Series A Preferred Stock or Series B Preferred Stock are currently outstanding.

On December 21, 2012, we consummated the Investment. In connection with the Investment, Community Financial Shares issued an aggregate of 4,315,300 shares of common stock at $1.00 per share, 133,411 shares of Series C Preferred Stock at $100.00 per share, 56,708 shares of Series D Preferred Stock at $100.00 per share and 6,728 shares of Series E Preferred Stock at $100.00 per share to accredited investors, including members of our Board of Directors and executive management team. A summary of the material terms of our Series C Preferred Stock , Series D Preferred Stock and Series E Preferred Stock are set forth below.

 

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Series C Preferred Stock

Voting Rights. Each share of the Series C Preferred Stock will be entitled to the number of votes equal to the number of shares of common stock into which each share of Series C Preferred Stock is convertible (initially 100 (subject to adjustment for any split, subdivision, combination, consolidation or similar event with respect to the common stock)) with respect to any matter presented to the common stockholders. In addition, for so long as any shares of Series C Preferred Stock are outstanding, we may not (including by means of merger, consolidation or otherwise), without obtaining the approval of the holders of a majority of the outstanding shares of Series C Preferred Stock : (i) issue additional amounts or classes of senior securities or reclassify any junior or parity securities into senior securities; (ii) modify the terms of the Series C Preferred Stock or our bylaws so as to significantly and adversely affect the rights or preferences of the Series C Preferred Stock ; (iii) approve or effect the liquidation, dissolution or winding up of our business and affairs in any form of transaction; (iv) pay dividends when preferred dividends on the Series C Preferred Stock are in arrears; or (v) take any other actions which, under the laws of Delaware or any other applicable law, requires the prior approval of the Series C Preferred Stock voting as a separate class.

Conversion Rights. Each share of Series C Preferred Stock will be convertible, at the sole discretion of the holder of such shares, initially into 100 shares of common stock (subject to adjustment for any split, subdivision, combination, consolidation or similar event with respect to the common stock). Upon the receipt of a conversion notice from a holder of Series C Preferred Stock , we must (i) notify our transfer agent of the proposed conversion within one trading day and (ii) instruct the transfer agent to issue the applicable number of shares of common stock to the holder of the Series C Preferred Stock in book entry or certificate form within three trading days from the date on which we received the holder’s conversion notice. If we fail to deliver the shares of common stock within three trading days of its receipt of the conversion notice, we must pay the holder of Series C Preferred Stock an amount equal to 0.5% of the product of (x) the number of shares of common stock not issued to the holder multiplied by (y) the closing price of the common stock on the date the shares of common stock were required to be delivered. If we fail to pay these damages within five business days of the date incurred, such payments will bear interest at a rate of 1.5% per month (prorated for partial months) until such payments are made.

Rank. With respect to dividend and liquidation rights, the Series C Preferred Stock will rank: (i) subordinate and junior to our Series A Preferred Stock and Series B Preferred Stock , senior indebtedness and any of our future securities that, by their terms, are senior to the Series C Preferred Stock ; (ii) on parity with the Series D Preferred Stock and Series E Preferred Stock and any of our future securities that, by their terms, are on parity to the Series C Preferred Stock ; and (iii) senior to the common stock and any of our future securities that, by their terms, are not senior to or on parity with the Series C Preferred Stock .

Dividend Rights. Dividends may be paid on the Series C Preferred Stock as and when declared by our Board of Directors, subject to the prior and superior rights of the holders of any senior securities. In addition, the Series C Preferred Stock will participate in all common stock dividends on an as converted basis, and no dividends shall be payable on any junior securities or parity securities unless an identical dividend is payable at the same time on the Series C Preferred Stock .

Liquidation Rights. In the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, holders of the Series C Preferred Stock will be entitled to receive a liquidation preference, subject to the rights of any creditors of Community Financial Shares, before any distributions of our assets are made to the holders of the common stock. The liquidation preference will be equal to the greater of (i) the sum of (x) $100.00 per share of Series C Preferred Stock (as adjusted for any split, subdivision, combination, consolidation or similar event with respect to the Series C Preferred Stock ) and (y) the amount of any declared but unpaid distributions to the date of payment and (ii) the amount such holder would have received if the Series C Preferred Stock had been fully converted into common stock immediately prior to the liquidation, dissolution or winding up.

In addition, the consummation of a “change in control” of Community Financial Shares will constitute a liquidation, dissolution or winding up of Community Financial Shares for purposes of the Series C Preferred Stock ’s liquidation preference. For this purpose, a “change in control” is defined as any of the following transactions that is approved by at least a majority of the members of our Board of Directors: (i) an acquisition by any person (other than Community Financial Shares, the current members of its Board of Directors and their descendants, or certain

 

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Community Financial Shares or Community Bank – Wheaton/Glen Ellyn benefit plans) of Community Financial Shares common stock that causes such person to own fifty percent (50%) or more of the combined voting power of our then outstanding voting securities; (ii) a reorganization, merger, consolidation or other corporate transaction involving Community Financial Shares with respect to which the shareholders of Community Financial Shares immediately prior to such transaction do not, immediately after the transaction, own more than fifty percent (50%) of the combined voting power of the surviving entity; (iii) the sale, transfer or assignment of all or substantially all of the assets of Community Financial Shares to any third party; or (iv) any other transactions or series of related transactions that have substantially the same effect as the transactions specified in (i) through (iii) above as reasonably determined by the Board of Directors. In such circumstances, in lieu of participating in a change of control, the holders of the Series C Preferred Stock may elect to require Community Financial Shares to make the liquidation payment for any or all of the shares of their Preferred Stock concurrently with the consummation of a change in control or pay interest thereon at a rate equal to the lesser of (i) 25% per annum or (ii) the maximum rate permitted by applicable law.

Anti-Dilution Rights. The Series C Preferred Stock provides for standard anti-dilution adjustments for combinations or divisions of common stock, the reclassification or reorganization of the common stock, and for dividends and distributions in shares of common stock.

Series D Preferred Stock.

Except with respect to voting rights, conversion rights and anti-dilution rights, the Series D Preferred Stock generally has the same preferences, limitations, and relative rights as, and is identical in all respects to, the Series C Preferred Stock .

Voting Rights. The Series D Preferred Stock generally does not have any voting rights. However, for so long as any shares of Series D Preferred Stock are outstanding, we may not (including by means of merger, consolidation or otherwise), without obtaining the approval of the holders of a majority of the outstanding shares of Series D Preferred Stock : (i) issue additional amounts or classes of senior securities or reclassify any junior or parity securities into senior securities; (ii) modify the terms of the Series D Preferred Stock or our bylaws so as to significantly and adversely affect the rights or preferences of the Series D Preferred Stock ; (iii) approve or effect the liquidation, dissolution or winding up of Community Financial Shares’ business and affairs in any form of transaction; (iv) pay dividends when preferred dividends on the Series D Preferred Stock are in arrears; or (v) take any other actions which, under the laws of Delaware or any other applicable law, requires the prior approval of the Series D Preferred Stock voting as a separate class.

Conversion Rights. The Series D Preferred Stock is convertible into shares of Series C Preferred Stock on a one-for-one basis provided that no such conversion results in any person, together with its affiliates, holding more than a 9.9% voting ownership interest in Community Financial Shares, excluding for the purposes of this calculation any reduction in ownership resulting from transfers by such person of voting securities of Community Financial Shares. In addition, each share of Series D Preferred Stock shall be convertible into common stock only (i) simultaneously with the closing of a transfer to a transferee of such Series D Preferred Stock pursuant to a permitted transfer (such as (a) a widespread public distribution; (b) a transfer in which no transferee would receive two percent or more of any class of voting securities of Community Financial Shares; or (c) a transfer to a transferee that would control more than 50% of the voting securities of Community Financial Shares without any transfer from the holder) and (ii) at the sole discretion of the holder of such shares initially into 100 shares of common stock (subject to adjustment for any split, subdivision, combination, consolidation or similar event with respect to the common stock), upon written notice from the transferee. The conversion procedures for the Series D Preferred Stock and related damages provisions are identical to those of the Series C Preferred Stock .

Anti-Dilution Rights. The Series D Preferred Stock provides for standard anti-dilution adjustments for combinations or divisions of the Series C Preferred Stock, the reclassification or reorganization of the Series D Preferred Stock , and for dividends and distributions in shares of Series C Preferred Stock or common stock.

 

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Series E Preferred Stock.

The Series E Preferred Stock has the same preferences, limitations, and relative rights as, and is identical in all respects to, shares of Series D Preferred Stock , except that the Series E Preferred Stock is convertible into shares of Series C Preferred Stock provided that no such conversion results in any person, together with its affiliates, holding more than a 4.9% voting ownership interest in Community Financial Shares, excluding for the purposes of this calculation any reduction in ownership resulting from transfers by such person of voting securities of Community Financial Shares.

Transfer Agent

The registrar and transfer agent for Community Financial Shares’ common stock is IST Shareholder Services, Wheaton, Illinois.

PLAN OF DISTRIBUTION

Directors, Executive Officers and Employees

Our directors and executive officers may participate in the solicitation of the exercise of subscription rights for the purchase of common stock. These persons will not receive any commissions or compensation in connection with these activities, other than their normal compensation, but they will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with any solicitation. Other trained employees of Community Bank—Wheaton/Glen Ellyn may assist in the rights offering in ministerial capacities, providing clerical work in effecting an exercise of subscription rights or answering questions of a ministerial nature. Other questions of prospective purchasers will be directed to our executive officers or registered representatives of AST Phoenix Advisors, our information agent. Our other employees have been instructed not to solicit the exercise of subscription rights for the purchase of shares of common stock or to provide advice regarding the exercise of subscription rights. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and the solicitation of subscription rights and the sales of the common stock underlying such subscription rights will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of our common stock. None of our officers, directors or employees will be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the shares of common stock.

We have agreed to pay the subscription agent a fee plus certain expenses, which we estimate will total approximately $            . We estimate that our total expenses in connection with the rights offering will be approximately $225,000.

Subscription for and Delivery of Shares

As soon as practicable after the record date for the rights offering, we will distribute the subscription rights and rights certificates to individuals who owned shares of our common stock at 5:00 p.m., Eastern Time, on December 20, 2012. If you wish to exercise your subscription rights and purchase shares of our common stock, you should complete the rights certificate and return it with payment for the shares to the subscription agent, AST Phoenix Advisors, at the following address:

AST Phoenix Advisors

110 Wall Street, 27th Floor

New York, New York 10005

See “The Rights Offering—Method of Exercising Subscription Right.” If you have any questions regarding Community Financial Shares, Community Bank—Wheaton/Glen Ellyn, or the rights offering, please call our information agent, AST Phoenix Advisors, (            )             -            (toll free), Monday through Friday (except bank holidays), between             :            a.m. and             :            p.m., Eastern Time. Banks and brokers may contact AST Phoenix Advisors at (            )             -            .

If you have any questions regarding completing a rights certificate or submitting payment in the rights offering, please call our subscription agent for the rights offering, IST Shareholder Services, (            )             -            (toll free), Monday through Friday (except bank holidays), between             :            a.m. and             :            p.m., Eastern Time.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following summary describes the material U.S. federal income tax consequences of the receipt and exercise (or expiration) of the subscription rights acquired through the rights offering and owning and disposing of the shares of common stock received upon exercise of the subscription rights and, insofar as it relates to matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitutes the opinion of our tax counsel, Kilpatrick Townsend & Stockton LLP.

This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the Internal Revenue Service (“IRS”) would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This summary is for general information only and does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular holder in light of its particular circumstances or to holders that may be subject to special tax rules, including, but not limited to, partnerships or other pass-through entities, banks and other financial institutions, tax-exempt entities, employee stock ownership plans, certain former citizens or residents of the United States, insurance companies, regulated investment companies, real estate investment trusts, dealers in securities or currencies, brokers, traders in securities that have elected to use the mark-to-market method of accounting, persons holding subscription rights or shares of common stock as part of an integrated transaction, including a “straddle,” “hedge,” “constructive sale” or “conversion transaction,” persons whose functional currency for tax purposes is not the U.S. dollar, and persons subject to the alternative minimum tax provisions of the Code.

This summary applies to you only if you are a U.S. holder (as defined below) and receive your subscription rights in the rights offering, and you hold your subscription rights or shares of common stock issued to you upon exercise of the subscription rights as capital assets for tax purposes. This summary does not apply to you if you are not a U.S. holder.

We have not sought, and will not seek, a ruling from the IRS regarding the federal income tax consequences of the rights offering or the related share issuances. The following summary does not address the tax consequences of the rights offering or the related share issuance under foreign, state, or local tax laws.

You are a U.S. holder if you are a beneficial owner of subscription rights or common stock and you are:

 

   

An individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

 

   

A corporation (or other business entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

   

An estate the income of which is subject to U.S. federal income tax regardless of its source; or

 

   

A trust (a) if a court within the United States can exercise primary supervision over its administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) receives the subscription rights or holds the common stock received upon exercise of the subscription rights, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax advisor as to the U.S. federal income tax consequences of receiving and exercising the subscription rights and acquiring, holding or disposing of our common shares.

 

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ACCORDINGLY, EACH RECIPIENT OF RIGHTS IN THE RIGHTS OFFERING SHOULD CONSULT THE RECIPIENT’S OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE RIGHTS OFFERING AND THE RELATED SHARE ISSUANCES THAT MAY RESULT FROM SUCH RECIPIENT’S PARTICULAR CIRCUMSTANCES.

Taxation of Subscription Rights

Receipt of Subscription Rights

Your receipt of subscription rights pursuant to the rights offering will not be treated as a taxable distribution with respect to your existing shares of common stock for U.S. federal income tax purposes. Under Section 305 of the Code, a stockholder who receives a right to acquire shares will, in certain circumstances, be treated as having received a taxable dividend in an amount equal to the value of such right. A common stockholder who receives a right to acquire shares of common stock generally will be treated as having received a taxable dividend if such stockholder’s proportionate interest in the earnings and profits or assets of the corporation is increased and any other stockholder receives a distribution of cash or other property. A common stockholder who receives a right to acquire shares of common stock will be treated as having received a taxable dividend if the distribution is treated as part of a “disproportionate distribution.” A disproportionate distribution of stock or stock rights occurs when a distribution (or series of distributions) from a corporation results in (a) an increase in the stockholder’s proportionate interest in the earnings and profits or assets of the corporation and (b) the receipt by other stockholders of cash or other property. For purposes of the above, “stockholder” includes holders of warrants, options and convertible securities. We do not believe, however, that a disproportionate distribution will occur and, therefore, the receipt of subscription rights will not be taxable to a stockholder.

Tax Basis in the Subscription Rights

If the fair market value of the subscription rights you receive is less than 15% of the fair market value of your existing shares of common stock on the date you receive the subscription rights, the subscription rights will be allocated a zero basis for U.S. federal income tax purposes, unless you elect to allocate your basis in your existing shares of common stock between your existing shares of common stock and the subscription rights in proportion to the relative fair market values of the existing shares of common stock and the subscription rights determined on the date of receipt of the subscription rights. If you choose to allocate basis between your existing shares of common stock and the subscription rights, you must make this election on a statement included with your tax return for the taxable year in which you receive the subscription rights. Such an election is irrevocable.

However, if the fair market value of the subscription rights you receive is 15% or more of the fair market value of your existing shares of common stock on the date you receive the subscription rights, then you must allocate your basis in your existing shares of common stock between your existing shares of common stock and the subscription rights you receive in proportion to their fair market values determined on the date you receive the subscription rights. The fair market value of the subscription rights on the date the subscription rights will be distributed is uncertain. In determining the fair market value of the subscription rights, you should consider all relevant facts and circumstances, including the trading price thereof.

Exercise of Subscription Rights

You will not recognize gain or loss on the exercise of a subscription right. Your tax basis in a new share of common stock acquired when you exercise a subscription right will be equal to your adjusted tax basis in the subscription right, if any, plus the subscription price. The holding period of a share of common stock acquired when you exercise your subscription rights will begin on the date of exercise.

Expiration of Subscription Rights

If you allow subscription rights received in the rights offering to expire, you will not recognize any gain or loss for U.S. federal income tax purposes, and you will re-allocate any portion of the tax basis in your existing shares of common stock previously allocated to the subscription rights that have expired to the existing shares of common stock.

 

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Taxation of Shares of Common Stock Acquired upon Exercise of Subscription Rights

Distributions

Distributions with respect to shares of common stock acquired upon exercise of subscription rights will be taxable as dividend income when actually or constructively received to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in such shares of common stock and thereafter as capital gain.

Dispositions

If you sell or otherwise dispose of the shares of common stock acquired upon exercise of the subscription rights, you will generally recognize capital gain or loss equal to the difference between the amount realized and your adjusted tax basis in the shares of common stock. Such capital gain or loss will be long-term capital gain or loss if your holding period for the shares of common stock is more than one year. Long-term capital gain of an individual is generally taxed at favorable rates. The deductibility of capital losses is subject to limitations.

Recent Legislation Relating to Foreign Accounts

Recently enacted legislation may impose withholding taxes on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities. The legislation imposes a 30% withholding tax on dividends paid after December 31, 2013 on, or gross proceeds paid after December 31, 2014 from the sale or other disposition of, our common stock paid to a foreign financial institution unless the foreign financial institution enters into an agreement with the U.S. Treasury to among other things, undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. In addition, the legislation imposes a 30% withholding tax on the same types of payments to a foreign non-financial entity unless the entity certifies that it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. U.S. holders should consult their tax advisors regarding this legislation.

Health Care and Reconciliation Act of 2010

On March 30, 2010, President Obama signed into law the Health Care and Reconciliation Act of 2010, which requires certain U.S. stockholders who are individuals, estates or trusts to pay a 3.8% tax on, among other things, dividends on and capital gains from the sale or other disposition of stock for taxable years beginning after December 31, 2012. U.S. holders should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of our common stock.

Information Reporting and Backup Withholding

Payments made to you of proceeds from the sale of the shares of common stock acquired upon exercise of the subscription rights may be subject to information reporting and/or backup withholding with respect to dividend payments on or the gross proceeds from the disposition of our common stock acquired through the exercise of subscription rights. Backup withholding may apply under certain circumstances if you (1) fail to furnish your social security or other taxpayer identification number (“TIN”), (2) furnish an incorrect TIN, (3) fail to report interest or dividends properly, or (4) fail to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct, that you are not subject to backup withholding and that you are a U.S. person. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle you to a refund with respect to) your U.S. federal income tax liability, provided that the required information is furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and financial institutions. You are urged to consult your own tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption.

 

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LEGAL MATTERS

Kilpatrick Townsend & Stockton LLP, Washington, DC, counsel to Community Financial Shares, will issue to Community Financial Shares its opinion regarding the legality of the shares of common stock to be issued in the rights offering.

EXPERTS

The consolidated financial statements included in this prospectus and registration statement have been included in reliance upon the report of BKD LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said reports.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov and on the investor relations page of our web site at http://www.cbwge.com. Information on our web site is not part of this prospectus. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

We have filed a registration statement, of which this prospectus is a part, covering the shares offered hereby. As allowed by SEC rules, this prospectus does not contain all of the information and exhibits included in the registration statement. We refer you to the information and exhibits included in the registration statement for further information. This prospectus is qualified in its entirety by such information and exhibits.

 

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

 

Consolidated Financial Statements

  

Report of Independent Registered Public Accounting Firm

     F-1   

Consolidated Balance Sheets as of December 31, 2011 and 2010

     F-2   

Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010

     F-3   

Consolidated Statements of Stockholders’ Equity for the Years Ended December  31, 2011 and 2010

     F-4   

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010

     F-5   

Notes to Consolidated Financial Statements

     F-6   

Unaudited Interim Consolidated Financial Statements

  

Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011

     F-40   

Consensed Consolidated Statements of Operations for the Three and Nine Months Ended September  30, 2012 and 2011

     F-41   

Condensed Consolidated Statements of Comprehensive Loss for the the Three and Nine Months September 30, 2012 and 2011

     F-42   

Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2012 and 2011

     F-43   

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September  30, 2012 and 2011

     F-44   

Notes to Condensed Consolidated Financial Statements

     F-45   

 

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Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders

Community Financial Shares, Inc.

Glen Ellyn, Illinois

We have audited the accompanying consolidated balance sheets of Community Financial Shares, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Community Financial Shares, Inc. as of December 31, 2011, and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2, the Company has suffered recurring losses from operations and is undercapitalized which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BKD, LLP

/s/ BKD, LLP

Indianapolis, Indiana

June 22, 2012

 

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COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2011 and 2010

(Dollars in thousands except share data)

 

 

 

     2011     2010  

ASSETS

    

Cash and due from banks

   $ 4,486      $ 4,553   

Interest-bearing deposits

     39,772        27,934   
  

 

 

   

 

 

 

Cash and cash equivalents

     44,258        32,487   

Interest-bearing time deposits

     3,435        4,827   

Securities available for sale

     43,931        43,175   

Loans held for sale

     633        1,770   

Loans, less allowance for loan losses of $8,854 and $7,679

     198,110        221,607   

Foreclosed assets

     9,265        3,008   

Real estate held for investment

     —          4,318   

Prepaid FDIC assessment

     490        1,506   

Federal Home Loan Bank stock

     5,398        5,398   

Premises and equipment, net

     15,121        15,535   

Cash value of life insurance

     6,182        5,938   

Interest receivable and other assets

     2,163        7,527   
  

 

 

   

 

 

 

Total assets

   $ 328,986      $ 347,096   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Deposits

   $ 301,101      $ 309,080   

Federal Home Loan Bank advances

     13,000        13,000   

Other borrowings

     1,300        1,500   

Subordinated debentures

     3,609        3,609   

Interest payable and other liabilities

     2,726        2,152   
  

 

 

   

 

 

 

Total liabilities

     321,736        329,341   
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity

    

Common stock – no par value, 5,000,000 shares authorized; 1,245,267 shares issued and outstanding

     —          —     

Preferred stock – $1.00 par value, 1,000,000 shares authorized; 7,319 shares issued and outstanding

     7        7   

Paid-in capital

     12,033        11,954   

Retained earnings (accumulated deficit)

     (5,407     6,046   

Accumulated other comprehensive income (loss)

     617        (252
  

 

 

   

 

 

 

Total stockholders’ equity

     7,250        17,755   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 328,986      $ 347,096   
  

 

 

   

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

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COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2011 and 2010

(Dollars in thousands, except per share data)

 

 

 

     2011     2010  

Interest and dividend income

    

Interest and fees on loans

   $ 11,731      $ 12,137   

Securities

    

Taxable

     989        1,034   

Exempt from federal income tax

     437        529   

Federal Home Loan Bank dividends and other

     121        100   
  

 

 

   

 

 

 

Total interest income

     13,278        13,800   
  

 

 

   

 

 

 

Interest expense

    

Deposits

     2,041        2,865   

Federal Home Loan Bank advances and other borrowed funds

     399        468   

Subordinated debentures

     71        72   
  

 

 

   

 

 

 

Total interest expense

     2,511        3,405   
  

 

 

   

 

 

 

Net interest income

     10,767        10,395   

Provision for loan losses

     6,171        8,340   
  

 

 

   

 

 

 

Net interest income after provision for loan losses

     4,596        2,055   
  

 

 

   

 

 

 

Noninterest income

    

Service charges on deposit accounts

     423        500   

Gain on sale of loans

     722        825   

Write-down on foreclosed assets

     (901     (468

Gain (loss) on sale of foreclosed assets

     69        (3

Gain on sale of securities

     104        139   

Increase in cash surrender value of bank-owned life insurance

     243        239   

Other service charges and fees

     957        582   
  

 

 

   

 

 

 

Total noninterest income

     1,617        1,814   
  

 

 

   

 

 

 

Noninterest expense

    

Salaries and employee benefits

     5,632        5,575   

Net occupancy expense

     880        869   

Equipment expense

     498        507   

Data processing

     1,185        1,102   

Advertising and marketing

     277        296   

Professional fees

     1,053        928   

FDIC premiums

     1,217        746   

Other real estate owned expenses

     511        546   

Other operating expenses

     1,309        1,239   
  

 

 

   

 

 

 

Total noninterest expense

     12,562        11,808   
  

 

 

   

 

 

 

Loss before income taxes

     (6,349     (7,939

Income tax expense (benefit)

     4,657        (3,365
  

 

 

   

 

 

 

Net loss

     (11,006     (4,574
  

 

 

   

 

 

 

Preferred stock dividend and accretion

     (447     (444
  

 

 

   

 

 

 

Net loss available to common shareholders

   $ (11,453   $ (5,018
  

 

 

   

 

 

 

Loss per share

    

Basic

   $ (9.20   $ (4.03

Diluted

   $ (9.20   $ (4.03

 

 

See accompanying notes to consolidated financial statements.

 

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COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended December 31, 2011 and 2010

(Dollars in thousands, except share data)

 

 

 

     Number
of
Common
Shares
     Preferred
Stock
     Paid-in
Capital
     Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Total
Stockholders’

Equity
 

Balance at January 1, 2010

     1,245,267       $ 7       $ 11,877       $ 11,064      $ (241   $ 22,707   

Comprehensive loss

               

Net loss

     —           —           —           (4,574     —          (4,574

Change in unrealized loss on securities available for sale, net of reclassification adjustment and tax of $7

     —           —           —           —          (11     (11
               

 

 

 

Total comprehensive loss

                  (4,585

Preferred stock dividends (5%)

     —           —           —           (380     —          (380

Discount accretion on preferred stock

     —           —           64         (64     —          —     

Amortization of stock option compensation

     —           —           13         —          —          13   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2010

     1,245,267         7         11,954         6,046        (252     17,755   

Comprehensive loss

               

Net loss

     —           —           —           (11,006     —          (11,006

Change in unrealized loss on securities available for sale, net of reclassification adjustment and tax of $550

     —           —           —           —          869        869   
               

 

 

 

Total comprehensive loss

                  (10,137

Preferred stock dividends (5%)

     —           —           —           (380     —          (380

Discount accretion on preferred stock

     —           —           67         (67     —          —     

Amortization of stock option compensation

     —           —           12         —          —          12   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

     1,245,267       $ 7       $ 12,033       $ (5,407   $ 617      $ 7,250   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

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COMMUNITY FINANCIAL SHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2011 and 2010

(Dollars in thousands)

 

 

 

     2011     2010  

Cash flows from operating activities

    

Net loss

   $ (11,006   $ (4,574

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

    

Amortization on securities, net

     144        147   

Depreciation

     657        659   

Provision for loan losses

     6,171        8,340   

Gain on sale of securities

     (104     (139

Write-down on foreclosed assets

     901        468   

Gain on sale of loans

     (722     (825

Originations of loans for sale

     (38,821     (44,838

Proceeds from sales of loans

     40,680        45,663   

(Gain)/loss on sale of foreclosed assets

     (69     3   

Deferred income taxes

     4,681        (3,558

Compensation cost of stock options

     12        13   

Change in cash value of life insurance

     (243     (239

Change in interest receivable and other assets

     (2,828     1,023   

Change in interest payable and other liabilities

     574        49   
  

 

 

   

 

 

 

Net cash provided by operating activities

     27        2,192   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchases of securities available for sale

     (23,626     (30,205

Proceeds from maturities and calls of securities available for sale

     21,723        26,124   

Proceeds from sales of securities available for sale

     2,526        5,424   

Proceeds from sales of foreclosed assets

     6,147        2,778   

Net change in interest-bearing time deposits

     (1,392     (4,209

Net change in loans

     15,168        (5,225

Premises and equipment expenditures, net

     (243     (329
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     20,303        (5,642
  

 

 

   

 

 

 

Cash flows from financing activities

    

Change in

    

Non-interest bearing and interest bearing demand deposits and savings

     9,099        23,161   

Certificates and other time deposits

     (17,078     (12,392

Proceeds from borrowings

     2,000        13,000   

Repayment of borrowings

     (2,200     (13,300

Dividends paid on preferred stock

     (380     (380
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (8,559     10,089   
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     11,771        6,639   

Cash and cash equivalents at beginning of year

     32,487        25,848   
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 44,258      $ 32,487   
  

 

 

   

 

 

 

Supplemental disclosures

    

Interest paid

   $ 2,513      $ 3,596   

Transfers from loans to foreclosed assets

     7,949        3,861   

Transfers from loans to real estate held for investment

     —          4,318   

 

 

See accompanying notes to consolidated financial statements.

 

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COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial statements include Community Financial Shares, Inc. (the Holding Company) and its wholly owned subsidiary, Community Bank – Wheaton/Glen Ellyn (the Bank) together referred to herein as the Company.

The Bank was chartered by the Illinois Commissioner of Banks and Real Estate in 1994. The Bank provides a range of banking and financial services through its operation as a commercial bank with offices located in Wheaton and Glen Ellyn, Illinois. The Bank’s primary activities include deposit services and commercial and retail lending. Interest income is also earned on investments in debt securities, federal funds sold, and short-term investments.

Significant intercompany transactions and balances have been eliminated in consolidation.

Internal financial information is reported and aggregated as one line of business.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and future results could differ. The allowance for loan losses and fair values of financial instruments are particularly subject to change.

Securities: Certain debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

When the Company does not intend to sell a debt security, and it is more likely than not, the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

For equity securities, when the Company has decided to sell an impaired available-for-sale security and the entity does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. The Company recognizes an impairment loss when the impairment is deemed other than temporary even if a decision to sell has not been made.

 

 

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COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses on loan sales are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.

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 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 are 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, 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.

 

 

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COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

Federal Home Loan Bank Stock: Federal Home Loan Bank (FHLB) stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula.

The Bank owned $5,398,000 of FHLB stock as of December 31, 2011 and 2010. The FHLB of Chicago paid a cash dividend of 0.10% and zero during 2011 and 2010, respectively. The FHLB will continue to assess their dividend capacity each quarter, and will obtain the necessary approval if a dividend is to be made. Management performed an analysis and deemed the investment in FHLB stock was not impaired.

Foreclosed Assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs incurred after acquisition that do not meet the criteria for capitalization are expensed.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 10 to 50 years. Furniture, fixtures, and equipment are depreciated using the straight-line (or accelerated) method with useful lives ranging from 3 to 10 years.

Long-Term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Stock Compensation: At December 31, 2011, the Company has a stock-based employee compensation plan, which is described more fully in Note 15.

 

 

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COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Income Taxes: The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company files consolidated income tax returns with its subsidiaries.

With a few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2008.

Off-balance-sheet Financial Instruments: Financial instruments include off-balance-sheet credit instruments, such as commitments to make loans and standby letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Statements of Cash Flows: For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and interest-bearing deposits. Most federal funds are sold for one-day periods. Net cash flows are reported for customer loan and deposit transactions.

Earnings Per Share: Basic earnings per share is net income available to common shareholders divided by the weighted average number of shares outstanding during the year. Diluted earnings per share include the dilutive effect of additional potential shares issuable under stock options.

Comprehensive Income or Loss: Comprehensive income or loss consists of net income or loss and other comprehensive income or loss. Other comprehensive income or loss includes unrealized gains and losses on securities available for sale, which are also recognized as a separate component of equity.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Holding Company or by the Holding Company to the stockholders. In addition, the Bank and the Holding Company are currently subject to regulatory orders limiting their ability to declare and pay dividends. See Note 10 for more information.

 

 

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COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of active markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Recently Issued Accounting Standards: In April 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. ASU 2011-02 clarifies the guidance in ASC 310-40 Receivables: Troubled Debt Restructurings by Creditors. Creditors are required to identify a restructuring as a troubled debt restructuring if the restructuring constitutes a concession and the debtor is experiencing financial difficulties. ASU 2011-02 clarifies guidance on whether a creditor has granted a concession and clarifies the guidance on a creditor’s evaluation of whether a debtor is experiencing financial difficulties. In addition, ASU 2011-02 also precludes the creditor from using the effective interest rate test in the debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. The effective date of ASU 2011-2 for public entities is effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. If, as a result of adoption, an entity identifies newly impaired receivables, an entity should apply the amendments for purposes of measuring impairment prospectively for the first interim or annual period beginning on or after June 15, 2011. The Company adopted the methodologies prescribed by this ASU on July 1, 2011 with no material impact on its financial condition, results of operation, and cash flows or on the total TDRs identified by the Company.

ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income. In June, 2011 FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total comprehensive income, the components of net income, and the components of other comprehensive income either in a 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. 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, the Company is evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.

 

 

F-10


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Current Economic Conditions: The current protracted economic decline continues to present financial institutions with circumstances and challenges that in many cases have resulted in large and unanticipated declines in the fair values of investments and other assets, constraints on liquidity and capital and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans. The financial statements have been prepared using values and information currently available to the Company.

At December 31, 2011, the Company held $94.5 million in commercial real estate loans. Due to the national, state and local economic conditions, values for commercial real estate have declined significantly and the market for these properties is depressed.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses, and capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

NOTE 2 – GOING CONCERN CONSIDERATIONS

The report of the Company’s independent registered public accounting firm for the year ended December 31, 2011 contains an explanatory paragraph as to the Company’s ability to continue as a going concern primarily because (i) the Company reported significant losses during 2011 and 2010 and (ii) the Company has not sufficiently demonstrated its ability to meet the capital requirements set forth in the Order (See note 11) or its ability to meet its obligations under a loan agreement that it has entered into with an unaffiliated third party lender.

The losses reported by the Company during 2011 and 2010 were primarily due to large provisions for loan losses and the establishment of valuation allowances against the Company’s deferred tax asset. Prior to sustaining these losses, the Company had a history of profitable operations. The Company’s return to profitable operations is contingent in part on the economic recovery in its market area and the stability of collateral values of the real estate that secures many of its loans. It is difficult to predict when the local economy will fully recover and the impact of that recovery on the Company’s operations. Therefore, the Company cannot predict the timing of its return to profitable operations.

In addition, the Company remains subject to the provisions of the Order and a loan agreement that it has entered into with an unaffiliated third party lender. 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. The Company’s loan with the unaffiliated third party, which had a fixed rate of 6.0% and an outstanding balance of $1.3 million at December 31, 2011, is secured by all of the outstanding capital stock of the Bank. As of December 31, 2011, the Company has made all required interest payments on the outstanding principal amounts on a timely basis. As a condition of the Company’s loan agreement, the Bank must maintain a nonperforming assets-to-tangible-capital ratio of not more than 65% measured quarterly and not incur a net loss of more than $250,000 for the calendar year ended December 31, 2010. As of December 31, 2011, the Company was not in compliance with the debt covenants set forth in the loan agreement. On May 3, 2012, the Company and the lender entered into a forbearance agreement pursuant to which the lender agreed to accept $900,000, plus accrued interest, attorney’s fees and other costs, as full satisfaction of the indebtedness provided that such payment are made by the Company to the lender on or before July 30, 2012. In addition, upon receipt of the payment, all of the liens on and security interests in favor of the lender under the loan documents shall be automatically terminated and released and all indebtedness shall be deemed fully satisfied. See Note 8 for additional information regarding the third party loan.

 

 

F-11


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 2 – GOING CONCERN CONSIDERATIONS (Continued)

 

The Company has evaluated all options to increase its capital levels and is currently engaged in preliminary negotiations with various third parties regarding the raising of additional capital. If the Company cannot raise additional capital, it may not be able to sustain further deterioration in its financial condition and other regulatory actions may be taken. As of the date of the report of the Company’s independent registered public accounting firm, the Company has not entered into a definitive agreement regarding the raising of additional capital and no assurances can be made that the Company will ultimately enter into such an agreement. Although not currently planned, realization of assets in other than the ordinary course of business in order to meet liquidity needs could incur losses not reflected in these financial statements.

NOTE 3 – CASH AND CASH EQUIVALENTS

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.

The financial institutions holding the Company’s cash accounts are participating in the FDIC’s Transaction Account Guarantee Program. Under that program, through December 31, 2010, all noninterest-bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account. Pursuant to legislation enacted in 2010, the FDIC will fully insure all noninterest-bearing transaction accounts beginning December 31, 2010 through December 31, 2012, at all FDIC-insured institutions.

Effective July 21, 2010, the FDIC’s insurance limits were permanently increased to $250,000. At December 31, 2011, the Company had cash balances of $39.5 million at the FRB and FHLB that did not have FDIC insurance coverage.

Cash on hand or on deposit with the Federal Reserve Bank of $4.2 million was required to meet regulatory reserve and clearing requirements at year-end 2011.

NOTE 4 – SECURITIES AVAILABLE FOR SALE

The fair value of securities available for sale at year end is as follows:

 

2011

   Fair
Value
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
 

U. S. government agencies

   $ 9,041       $ 42       $ —     

States and political subdivisions

     12,926         482         (3

Mortgage-backed – Government sponsored enterprises (GSE) residential

     21,665         477         (1

Preferred stock

     25         10         —     

SBA guaranteed

     274         1         (1
  

 

 

    

 

 

    

 

 

 
   $ 43,931       $ 1,012       $ (5
  

 

 

    

 

 

    

 

 

 

 

 

F-12


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 4 – SECURITIES AVAILABLE FOR SALE (Continued)

 

2010

   Fair
Value
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
 

U. S. government agencies

   $ 11,801       $ 13       $ (216

States and political subdivisions

     12,868         173         (470

Mortgage-backed – Government sponsored enterprises (GSE) residential

     18,198         248         (154

Preferred stock

     11         —           (3

SBA guaranteed

     297         —           (3
  

 

 

    

 

 

    

 

 

 
   $ 43,175       $ 434       $ (846
  

 

 

    

 

 

    

 

 

 

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 the loans guaranteed by the Small Business Administration.

The fair values of securities available for sale at December 31, 2011, 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

     32         32   

Due after one year through five years

     1,012         1,040   

Due after five years through ten years

     1,864         1,876   

Due after ten years

     18,539         19,019   

Mortgage-backed – GSE residential

     21,187         21,665   

Preferred stock

     15         25   

SBA guaranteed

     275         274   
  

 

 

    

 

 

 
   $ 42,924       $ 43,931   
  

 

 

    

 

 

 

Securities with a carrying value of approximately $24,630,000 and $22,665,000 at December 31, 2011 and 2010, respectively, were pledged to secure public deposits, Federal Home Loan Bank advances and for other purposes as required or permitted by law.

Sales of securities were as follows:

 

     2011      2010  

Proceeds

   $ 2,526       $ 5,424   

Gross gains

     104         139   

Gross losses

     —           —     

 

 

F-13


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 4 – SECURITIES AVAILABLE FOR SALE (Continued)

 

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2011 and 2010 was $814,000 and $27,029,000, respectively, which is approximately 1.9% and 62.6% of the Company’s investment portfolio, respectively. These declines primarily resulted from changes in market interest rates and current depressed market conditions. Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

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 December 31, 2011 and 2010:

 

                                                                             
2011    Less than 12 Months     12 Months or More     Total  

Description of Securities

   Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
 

State and political subdivisions

   $ —         $ —        $ 476       $ (3   $ 476       $ (3

Mortgage-backed – GSE residential

     109         (1     —           —          109         (1

Preferred stock

     —           —          229         (1     229         (1
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total temporarily impaired securities

   $ 109       $ (1   $ 705       $ (4   $ 814       $ (5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

                                                                             
2010    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

   $ 7,788       $ (216   $ —           —        $ 7,788       $ (216

State and political subdivisions

     8,411         (365     1,568         (105     9,979         (470

Mortgage-backed – GSE residential

     9,002         (154     —           —          9,002         (154

Preferred stock

     11         (3     —           —          11         (3

SBA guaranteed

     136         (1     113         (2     249         (3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total temporarily impaired securities

   $ 25,348       $ (739   $ 1,681       $ (107   $ 27,029       $ (846
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

.

 

 

F-14


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

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 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.

 

 

F-15


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

Loans consisted of the following at December 31:

 

     2011     2010  

Real estate

    

Commercial

   $ 94,513      $ 94,356   

Construction

     4,361        15,435   

Residential

     21,054        25,964   

Home equity

     59,176        66,243   
  

 

 

   

 

 

 

Total real estate loans

     179,104        201,998   

Commercial

     26,203        25,572   

Consumer

     1,392        1,399   
  

 

 

   

 

 

 

Total loans

     206,699        228,969   

Deferred loan costs, net

     265        317   

Allowance for loan losses

     (8,854     (7,679
  

 

 

   

 

 

 

Loans, net

   $ 198,110      $ 221,607   
  

 

 

   

 

 

 

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.

 

 

F-16


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

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

 

 

F-17


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

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

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 nonaccrual loans:

Subsequent payments on nonaccrual 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). In management’s opinion 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, 2011

   $ 3,353   

New loans including renewals

     150   

Payments, etc., including renewals

     (224
  

 

 

 

Balances, December 31, 2011

   $ 3,279   
  

 

 

 

 

 

F-18


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

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, 2011 and 2010:

 

     2011  
     Commercial     Commercial
Real Estate
    Construction     Consumer     Residential     HELOC     Unallocated     Total  

Balance at beginning of period

   $ 791      $ 1,200      $ 3,877      $ 19      $ 661      $ 838      $ 293      $ 7,679   

Provision for loan losses

     11        3,367        703        (1     1,014        1,370        (293     6,171   

Charge-offs

     (109     (396     (2,812     (8     (872     (813     —          (5,010

Recoveries

     2        —          —          9        —          3        —          14   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 695      $ 4,171      $ 1,768      $ 19      $ 803      $ 1,398      $ —        $ 8,854   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ 39      $ 3,002      $ 1,740      $ —        $ 451      $ 977      $ —        $ 6,209   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 656      $ 1,214      $ 28      $ 19      $ 352      $ 376      $ —        $ 2,645   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Loans:

                

Ending balance

   $ 26,203      $ 94,513      $ 4,361      $ 1,392      $ 21,054      $ 59,176      $ —        $ 206,699   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ 39      $ 6,671      $ 2,175      $ —        $ 3,709      $ 2,659      $ —        $ 15,253   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 26,164      $ 87,842      $ 2,186      $ 1,392      $ 17,345      $ 56,517      $ —        $ 191,446   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     2010  
     Commercial     Commercial
Real Estate
    Construction     Consumer     Residential     HELOC     Unallocated      Total  

Balance at beginning of period

   $ 762      $ 2,245      $ 619      $ 24      $ 770      $ 390      $ 2       $ 4,812   

Provision for loan losses

     1,287        (589     6,342        (7     (2     1,018        291         8,340   

Charge-offs

     (1,280     (456     (3,084     (15     (107     (570     —           (5,512

Recoveries

     22        —          —          17        —          —          —           39   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at end of period

   $ 791      $ 1,200      $ 3,877      $ 19      $ 661      $ 838      $ 293       $ 7,679   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Ending balance: individually evaluated for impairment

   $ 109      $ 315      $ 3,647      $ —        $ 387      $ 469      $ —         $ 4,927   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Ending balance: collectively evaluated for impairment

   $ 682      $ 885      $ 230      $ 19      $ 274      $ 369      $ 293       $ 2,752   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total Loans:

                 

Ending balance

   $ 25,572      $ 94,356      $ 15,435      $ 1,399      $ 25,964      $ 66,243      $ —         $ 228,969   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Ending balance: individually evaluated for impairment

   $ 351      $ 5,707      $ 11,189      $ —        $ 6,928      $ 2,174      $ —         $ 26,349   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Ending balance: collectively evaluated for impairment

   $ 25,221      $ 88,649      $ 4,246      $ 1,399      $ 19,036      $ 64,069      $ —         $ 202,620   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

 

F-19


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

The following table summarizes the Company’s nonaccrual loans by class at December 31, 2011 and 2010.

 

     2011      2010  

Commercial and industrial

   $ 39       $ 351   

Real estate loans:

     

Construction

     2,175         9,789   

Commercial

     4,721         1,052   

Residential mortgage

     4,187         6,928   

Home equity

     2,677         2,174   
  

 

 

    

 

 

 

Total

   $ 13,799       $ 20,294   
  

 

 

    

 

 

 

The following table presents impaired loans as of December 31, 2011:

 

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

With no related allowance recorded:

              

Construction

   $ 25       $ 776       $ —         $ 525       $ —     

Residential

     2,353         2,353         —           2,359         —     

HELOC

     510         510         —           523         1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     2,888         3,639         —           3,407         1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

With an allowance recorded:

              

Commercial

     39         39         39         877         30   

Commercial real estate

     6,671         6,671         3,002         4,987         232   

Construction

     2,150         2,150         1,740         2,150         —     

Residential

     1,356         1,355         451         1,378         54   

HELOC

     2,149         2,149         977         2,159         51   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     12,365         12,364         6,209         11,551         367   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Impaired Loans

   $ 15,253       $ 16,003       $ 6,209       $ 14,958       $ 368   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

F-20


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

The following table presents impaired loans as of December 31, 2010:

 

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

With no related allowance recorded:

              

Commercial

   $ 109       $ 109       $ —         $ 246       $ —     

Commercial real estate

     464         464         —           491         3   

Construction

     572         1,323         —           572         —     

Residential

     2,588         2,588         —           2,728         20   

HELOC

     636         636         —           276         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     4,369         5,120         —           4,313         23   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

With an allowance recorded:

              

Commercial

     242         242         109         110         —     

Commercial real estate

     5,243         5,243         315         5,169         209   

Construction

     10,617         12,440         3,647         11,244         —     

Residential

     4,340         4,340         387         4,356         25   

HELOC

     1,538         1,679         469         1,578         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     21,980         23,944         4,927         22,457         234   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Impaired Loans

   $ 26,349       $ 29,064       $ 4,927       $ 26,770       $ 257   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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 Company’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 Company 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.

 

 

F-21


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

The following table summarizes credit quality of the Company at December 31, 2011 and 2010:

 

     2011  
     Pass      Special
Mention
     Substandard      Doubtful      Loss      Total  

Commercial

   $ 24,582       $ 910       $ 711       $ —         $ —         $ 26,203   

Real estate loans:

                 

Construction

     1,144         —           3,217         —           —           4,361   

Commercial real estate

     84,492         3,351         6,670         —           —           94,513   

Residential mortgage

     12,042         3,804         5,208         —           —           21,054   

Home equity

     54,665         530         3,981         —           —           59,176   

Consumer

     1,392         —           —           —           —           1,392   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 178,317       $ 8,595       $ 19,787       $ —         $ —         $ 206,699   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     2010  
     Pass      Special
Mention
     Substandard      Doubtful      Loss      Total  

Commercial

   $ 22,241       $ 2,238       $ 1,093       $ —         $ —         $ 25,572   

Real estate loans:

                 

Construction

     2,077         773         12,585         —           —           15,435   

Commercial real estate

     85,412         3,203         5,741         —           —           94,356   

Residential mortgage

     14,685         1,285         9,994         —           —           25,964   

Home equity

     62,635         526         3,082         —           —           66,243   

Consumer

     1,399         —           —           —           —           1,399   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 188,449       $ 8,025       $ 32,495       $ —         $ —         $ 228,969   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes aging of the Company’s loan portfolio at December 31, 2011 and 2010:

 

     2011  
     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

   $ —         $ —         $ 39       $ 39       $ 26,164       $ 26,203       $ —     

Real estate loans:

                    

Construction

     —           —           2,175         2,175         2,186         4,361         —     

Commercial real estate

     674         —           4,721         5,395         89,118         94,513         —     

Residential mortgage

     204         43         4,187         4,434         16,620         21,054         —     

Home equity

     60         463         2,677         3,200         55,976         59,176         —     

Consumer

     —           —           —           —           1,392         1,392         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 938       $ 506       $ 13,799       $ 15,243       $ 191,456       $ 206,699       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

F-22


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

     2010  
     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

   $ —         $ —         $ 351       $ 351       $ 25,221       $ 25,572       $ —     

Real estate loans:

                    

Construction

     1,154         —           9,789         10,943         4,492         15,435         —     

Commercial real estate

     1,958         —           1,052         3,010         91,346         94,356         —     

Residential mortgage

     104         168         6,928         7,200         18,764         25,964         —     

Home equity

     687         298         2,174         3,159         63,084         66,243         —     

Consumer

     12         —           —           12         1,387         1,399         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 3,915       $ 466       $ 20,294       $ 24,675       $ 204,294       $ 228,969       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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

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

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

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

When a loan is restructured, the new terms often require a reduced monthly debt service payment. No TDRs that were on non-accrual status at the time the concessions were granted have been returned to accrual status. For commercial loans, management completes an analysis of the operating entity’s ability to repay the debt. If the operating entity is capable of servicing the new debt service requirements and the underlying collateral value is believed to be sufficient to repay the debt in the event of a default, the new loan is generally placed on accrual status.

For retail loans, an analysis of the individual’s ability to service the new required payments is performed. If the borrower is capable of servicing the newly restructured debt 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.

 

 

F-23


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 5 – LOANS (Continued)

 

The following table summarizes the loans that have been restructured as TDRs for the years ended December 31, 2011 and 2010:

 

     December 31, 2011  
     Count      Balance
Prior  to

TDR
     Balance
after
TDR
 

Real estate loans:

        

Commercial real estate

     4       $ 5,847       $ 5,811   

Construction

     1         533         344   

Residential mortgage

     2         2,733         2,719   
  

 

 

    

 

 

    

 

 

 

Total

     7       $ 9,113       $ 8,874   
  

 

 

    

 

 

    

 

 

 
     December 31, 2010  
     Count      Balance
Prior to

TDR
     Balance
after
TDR
 

Real estate loans:

        

Commercial real estate

     6       $ 8,683       $ 8,683   

Residential mortgage

     2         6,106         6,106   
  

 

 

    

 

 

    

 

 

 

Total

     8       $ 14,789       $ 14,789   
  

 

 

    

 

 

    

 

 

 

The following table sets forth the Company’s TDRs that had payment defaults during the year ended December 31, 2011. 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

     1       $ 2,352   

 

 

F-24


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

NOTE 6 – PREMISES AND EQUIPMENT

Premises and equipment consisted of the following at year end:

 

     2011     2010  

Land

   $ 3,908      $ 3,908   

Building

     12,425        12,414   

Construction in progress

     —          87   

Furniture and equipment

     3,334        3,128   
  

 

 

   

 

 

 

Total cost

     19,667        19,537   

Accumulated depreciation

     (4,546     (4,002
  

 

 

   

 

 

 

Net book value

   $ 15,121      $ 15,535   
  

 

 

   

 

 

 

NOTE 7 – DEPOSITS

 

     2011      2010  

Non-interest bearing DDA

   $ 36,324       $ 34,047   

NOW

     75,524         80,282   

Money market

     41,907         34,560   

Regular savings

     55,026         50,793   

Certificates and time deposits, $100,000 and over

     38,201         50,264   

Other certificates and time deposits

     54,119         59,134   
  

 

 

    

 

 

 

Total deposits

   $ 301,101       $ 309,080   
  

 

 

    

 

 

 

At December 31, 2011, scheduled maturities of certificates of deposit are as follows:

 

2012

   $ 61,841   

2013

     20,300   

2014

     2,246   

2015

     4,085   

2016

     3,848   
  

 

 

 
   $ 92,320   
  

 

 

 

Deposits from related parties, as defined in Note 5, held by the Company at December 31, 2011 and 2010 totaled $2,575,700 and $4,271,000, respectively.

NOTE 8 – ADVANCES FROM THE FEDERAL HOME LOAN BANK AND OTHER BORROWINGS

Advances from the Federal Home Loan Bank of Chicago totaled $13.0 million at both December 31, 2011 and 2010. Advances, at interest rates from 0.30% to 3.24%, are subject to restrictions or penalties in the event of prepayment.

 

 

F-25


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 8 – ADVANCES FROM THE FEDERAL HOME LOAN BANK AND OTHER BORROWINGS (Continued)

 

The Company maintains a collateral pledge agreement covering advances whereby the Company has agreed to at all times keep on hand, free of all other pledges, liens, and encumbrances, whole first mortgage loans on improved residential property not more than 90 days delinquent, aggregating no less than 167 percent of the outstanding advances from the Federal Home Loan Bank of Chicago. As noted in Note 3, the Company has also pledged securities on these advances.

At December 31, 2011, scheduled maturities of advances are as follows:

 

2012

   $ 4,000   

2013

     4,500   

2014

     2,500   

2015

     2,000   

The Company has a loan with Marshall & Ilsley Bank (“M&I Bank”) with a fixed rate of 6.0% and a balance of $1.3 million at December 31, 2011. The debt is secured by all of the outstanding capital stock of the Bank. The Company has made all required interest payments on the outstanding principal amounts on a timely basis. As a condition of the Company’s loan agreement with M&I Bank, the Bank must maintain a nonperforming assets-to-tangible-capital ratio of not more than 65% measured quarterly and not incur a net loss of more than $250,000 for the calendar year ended December 31, 2010. As of December 31, 2011, the Company was not in compliance with these debt covenants. On March 28, 2011, a forebearance agreement was entered into with M&I Bank, as a result, the maturity date was extended to February 15, 2012. On May 3, 2012, the Company and M&I Bank entered into a settlement agreement. M&I Bank has agreed to accept $900,000 plus accrued interest, attorney’s fees and other costs as full satisfaction of the indebtedness provided that such payment are made by the Company to M&I Bank on or before July 30, 2012. In addition, upon receipt of the payment, all of the liens on and security interests in favor of M&I Bank under the loan documents shall be automatically terminated and released and all indebtedness shall be deemed fully satisfied.

NOTE 9 – SUBORDINATED DEBENTURES

The Company and its financing trust subsidiary, Community Financial Shares Trust II, a Delaware statutory trust, consummated the issuance and sale of an aggregate amount of $3,500,000 of the Trust’s floating rate capital securities in a pooled trust preferred transaction. The subordinated debentures accrue interest at a variable rate based on three-month LIBOR plus 1.62%, reset and payable quarterly. The interest rate at December 31, 2011 was 2.17%. The debentures will mature on September 21, 2037, at which time the preferred securities must be redeemed. In addition, the Company may redeem the preferred securities in whole or part, beginning June 21, 2012 at a redemption price of $1,000 per preferred security.

The Company has provided a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the Trust under the preferred securities in the event of the occurrence of an event of default, as defined in such guarantee.

On January 14, 2011, the Company was notified by the Federal Reserve Bank of Chicago (the “FRB”) that the overall condition of the Company and the Bank is less than satisfactory. As a result, the Company must now obtain prior written approval from the FRB prior to, among other things, making any payments related to any outstanding trust preferred securities. The Company has notified the trustee for Community Financial Shares Statutory Trust II that, beginning with the March 15, 2011 interest 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.

 

 

F-26


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

NOTE 10 – TARP CAPITAL PURCHASE PROGRAM

On May 15, 2009, the Company entered into a Letter Agreement and related Securities Purchase Agreement with the United States Department of the Treasury (the “Department of Treasury”) in accordance with the terms of the Department of Treasury’s TARP Capital Purchase Program. Pursuant to the Letter Agreement and Securities Purchase Agreement, the Company issued 6,970 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and a warrant for the purchase of 349 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “warrant”) to the Department of Treasury for an aggregate purchase price of $6,970,000 in cash.

The Series A preferred stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% per annum until February 15, 2014. Beginning February 16, 2014, the dividend rate will increase to 9% per annum. The Series A preferred stock may be redeemed, in whole or in part, at any time from time to time, at the option of the Company, subject to consultation with the Company’s primary federal banking regulator, provided that any partial redemption must be for at least 25% of the issue price of the Series A preferred stock.

As part of the transaction, the Department of Treasury exercised the Warrant and received 349 shares of Series B preferred stock. The Series B preferred stock will pay cumulative dividends at a rate of 9% per annum. The Series B preferred stock may also be redeemed, in whole or in part, at any time from time to time, at the option of the Company, subject to consultation with the Company’s primary federal regulator, provided that any partial redemption must be for at least 25% of the liquidation value of the Series B preferred stock. The Series B preferred stock cannot be redeemed until all of the outstanding shares of Series A preferred stock have been redeemed.

The Securities Purchase Agreement also subjects the Company to certain of the executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (the “EESA”), as modified by the American Recovery and Reinvestment Act of 2009. The Company will take all necessary action to ensure that its benefit plans with respect to senior executive officers continue to comply with Section 111(b) of the EESA and has agreed to not adopt any benefit plans with respect to, or which cover, its senior executive officers that do not comply with the EESA, and the applicable executives have consented to the foregoing.

On January 14, 2011, the Company was notified by the Federal Reserve Bank of Chicago (the “FRB”) that the overall condition of the Company and the Bank is less than satisfactory. As a result, the Company must now obtain prior written approval from the FRB prior to, among other things, the payment of any capital distribution, including stockholder dividends on the shares of Company preferred stock issued to the Department of Treasury pursuant to the TARP Capital Purchase Program. The Company has notified the Department of Treasury that, beginning with the February 15, 2011 dividend payment, the Company will defer all payments of dividends on its Series A preferred stock for an indefinite period of time. The terms of the Securities Purchase Agreement provide that the U.S. Treasury may appoint two directors to our Board of Directors in the event that we defer dividends on the Series A preferred stock for six consecutive quarterly periods.

 

 

F-27


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

NOTE 11 – CAPITAL REQUIREMENTS

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 requires the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At December 31, 2011, these capital ratios were 3.3% and 6.1%, respectively. As a result, the Bank is currently deemed to be “undercapitalized” pursuant to the regulatory framework for prompt corrective action and is subject to the mandatory provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 325 (subpart B). These provisions include, among other things, a requirement that the Bank submit a capital restoration plan to the FDIC and restrictions on the Bank’s asset growth, acquisitions, new activities, new branches, payment of dividends, declaration of capital distributions and management fees. The Company is actively working to comply with these new requirements, which may require us to raise capital. Our ability to raise additional capital is contingent on the current capital markets and on our financial performance.

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

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

 

     Capital to Risk
Weighted Assets
    Tier 1
Capital to
 
     Total     Tier 1     Average Assets  

Well capitalized

     10     6     5

Adequately capitalized

     8        4        4   

Undercapitalized

     6        3        3   

 

 

F-28


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 11 – CAPITAL REQUIREMENTS (Continued)

 

The actual capital levels and minimum required levels for the Bank were as follows at December 31:

 

     Actual     Minimum
for Capital
Adequacy
Purposes
    Minimum
to Be Well
Capitalized
 
     Amount      Ratio     Amount      Ratio     Amount      Ratio  

2011

               

Total capital (to risk-weighted assets)

   $ 13,756         6.1   $ 18,060         8.0   $ 22,575         10.0

Tier 1 capital (to risk-weighted assets)

     10,860         4.8        9,030         4.0        13,545         6.0   

Tier 1 capital (to average assets)

     10,860         3.3        13,181         4.0        16,477         5.0   

2010

               

Total capital (to risk-weighted assets)

   $ 21,219         8.6   $ 19,809         8.0   $ 24,761         10.0

Tier 1 capital (to risk-weighted assets)

     18,072         7.3        9,904         4.0        14,857         6.0   

Tier 1 capital (to average assets)

     18,072         5.4        13,388         4.0        16,735         5.0   

At December 31, 2011, regulatory approval is required for all dividend declarations by both the Bank and the Company.

NOTE 12 – RETIREMENT PLANS

The Company maintains a profit sharing/401(k) plan, which covers substantially all employees. Employees may make contributions to the plan. Employer contributions to the plan are determined at the discretion of the Board of Directors. Annual employer contributions are charged to expense. Profit sharing/401(k) expense was $32,000 and $34,000 in 2011 and 2010, respectively.

The Company also maintains a nonqualified retirement program for directors. Expense for the directors’ retirement program was $29,000 and $32,000 in 2011 and 2010, respectively.

Under agreements with the Company, certain members of the Board of Directors have elected to defer their directors’ fees. The cumulative amount of deferred directors’ fees (included in other liabilities on the Company’s balance sheet) was $1.1 million and $1.0 million at December 31, 2011 and 2010, respectively. The liabilities for the nonqualified retirement program for directors and for directors’ deferred fees are not secured by any assets of the Company. Deferred directors’ fees accounts are credited with interest at 2.26%.

 

 

F-29


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

NOTE 13 – INCOME TAXES

Income tax benefit consists of the following:

 

     2011     2010  

Currently payable tax

    

Federal

   $ 168      $ 161   

State

     (192     32   

Deferred tax

     4,681        (3,558
  

 

 

   

 

 

 

Income tax benefit

   $ 4,657      $ (3,365
  

 

 

   

 

 

 

Income tax benefit differs from federal statutory rates applied to financial statement income due to the following:

 

     2011     2010  

Federal rate of 34 percent

   $ (2,159   $ (2,700

Add (subtract) effect of

    

Tax-exempt income, net of nondeductible interest expense

     (144     (172

State income tax, net of federal benefit

     206        (410

Cash value of life insurance

     (83     (81

Valuation allowance

     6,535        —     

Other items, net

     302        (2
  

 

 

   

 

 

 

Income tax benefit

   $ 4,657      $ (3,365
  

 

 

   

 

 

 

Year end deferred tax assets and liabilities were due to the following:

 

     2011     2010  

Deferred tax assets

    

Allowance for loan losses

   $ 3,739      $ 2,902   

Deferred compensation

     653        553   

Other-than-temporary-impairment

     209        200   

Loss carryforward

     4,572        2,412   

AMT carryover

     263        329   

Other real estate owned

     294        —     

Net unrealized losses on securities available for sale

     —          160   

Other

     68        339   
  

 

 

   

 

 

 

Total

     9,798        6,895   
  

 

 

   

 

 

 

Deferred tax liabilities

    

Accumulated depreciation

     (672     (550

Deferred loan fees and costs, net

     (166     (166

Prepaid expenses

     (69     (70

Net unrealized gains on securities available for sale

     (390     —     

Federal Home Loan Bank stock dividends

     (545     (522

State income taxes

     (339     (356

Other

     (150     —     
  

 

 

   

 

 

 

Total

     (2,331     (1,664
  

 

 

   

 

 

 

Valuation allowance

     (7,467     —     
  

 

 

   

 

 

 

Net deferred tax asset

   $ —        $ 5,231   
  

 

 

   

 

 

 

The deferred tax asset is in other assets on the Company’s balance sheet.

 

 

F-30


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 13 – INCOME TAXES (Continued)

 

The following is the activity in net deferred tax assets:

 

Balance, December 31, 2010

   $ 5,231   

Increase in deferred tax assets

     2,903   

Decrease in deferred tax liabilities

     (667

Increase in valuation allowance

     (7,467
  

 

 

 

Balance, December 31, 2011

   $ —     
  

 

 

 

At December 31, 2011, the Company had $10.1 million of federal loss carryforwards and $12.2 million of Illinois state loss carryforwards which expire in varying amounts through 2022 and 2029, respectively. At December 31, 2011, the Company had approximately $263,000 of alternative minimum tax credits available to offset future federal income taxes. The credits have no expiration date.

NOTE 14 – LOSS PER SHARE

The factors used in the loss per common share computation follow:

 

     2011     2010  

Basic

    

Net loss

   $ (11,006   $ (4,574

Less: Accretion of discount on preferred stock

     (67     (64

Dividends on preferred stock

     (380     (380
  

 

 

   

 

 

 

Net loss available to common shareholders

   $ (11,453   $ (5,018
  

 

 

   

 

 

 

Weighted-average common shares outstanding

     1,245,267        1,245,267   
  

 

 

   

 

 

 

Basic loss per share

   $ (9.20   $ (4.03
  

 

 

   

 

 

 

Diluted

    

Net loss

   $ (11,006   $ (4,574

Less: Accretion of discount on preferred stock

     (67     (64

Dividends on preferred stock

     (380     (380
  

 

 

   

 

 

 

Net loss available to common shareholders

   $ (11,453   $ (5,018
  

 

 

   

 

 

 

Weighted-average common shares outstanding for basic earnings per share

     1,245,267        1,245,267   

Add dilutive effects of assumed exercise of stock options

     360        —     
  

 

 

   

 

 

 

Average shares and dilutive potential common shares

     1,245,627        1,245,267   
  

 

 

   

 

 

 

Diluted loss per share

   $ (9.20   $ (4.03
  

 

 

   

 

 

 

There were 32,330 and 32,730 anti-dilutive shares at December 31, 2011 and 2010, respectively.

 

 

F-31


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

NOTE 15 – STOCK OPTIONS

The Company has a nonqualified stock option plan (“Plan”) to attract, retain, and reward senior officers and directors and provide them with an opportunity to acquire or increase their ownership interest in the Company.

Under terms of the Plan, options for 40,400 shares of common stock were authorized for grant with an additional 4,600 options authorized in 2004. Options cannot be granted at exercise prices less than the fair market value of the stock at the grant date. Options granted under the Plan vest incrementally over periods of 5 to 10 years. The options also vest when the recipient attains age 72 or in the event of a change of control (as defined). The term of each option is ten years.

The Plan was amended at the November 29, 2006 Special Meeting of Stockholders. The number of shares reserved for issuance under the Plan was increased to 100,000 as a result of the 2-for-1 stock split which became effective December 27, 2006.

The fair value of each option award is estimated on the date of grant using a closed-form option valuation model that uses the assumptions in the following table. Expected volatility is based on the historical volatility of the Company’s stock. The expected term of options granted represents the average period of time that options are expected to be outstanding. The risk-free rate for the options granted is based on the U. S. Treasury rate for a similar term as the average expected term of the option.

A summary of the activity in the Plan follows:

 

     2011    2010

Expected volatility

   33.4% - 38.5%    26.94%

Weighted-average volatility

   35.9%    26.94%

Expected dividends

   0.00%    0.00%

Expected term (in years)

   5    5

Risk-free rate

   0.91% - 1.49%    1.41% - 1.55%

A summary of option activity under the Plan as of December 31, 2011, and changes during the year then ended, is presented below:

 

     2011  
     Shares     Weighted-
Average
Exercise Price
     Weighted-
Average
Remaining
Contractual Term
     Aggregate
Intrinsic Value
 

Outstanding, beginning of year

     32,730      $ 20.02         

Granted

     1,000        3.23         

Exercised

     —          —           

Forfeited or expired

     (1,400     24.00         
  

 

 

         

Outstanding, end of year

     32,330      $ 19.36         4.65         —     
  

 

 

      

 

 

    

Exercisable, end of year

     12,740      $ 20.00         3.39      
  

 

 

      

 

 

    

 

 

F-32


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 15 – STOCK OPTIONS (Continued)

 

The weighted-average grant-date fair value of options granted during the years 2011 and 2010 was $1.05 and $2.03, respectively. The total intrinsic value of options exercised during the years ended December 31, 2011 and 2010, was $0.

As of December 31, 2011, there was $71,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of five years.

During 2011, the Company recognized approximately $12,000 of share-based compensation expense and approximately $5,000 of tax benefit related to the share based compensation expense.

Cash received from option exercise under all share-based payment arrangements for the years ended December 31, 2011 and 2010 was $0. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $0 for both years ended December 31, 2011 and 2010.

NOTE 16 – OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) components and related taxes were as follows:

 

     2011     2010  

Net unrealized gain on securities available-for-sale

   $ 1,523      $ 121   

Less reclassification adjustment for realized gains included in income

     (104     (139
  

 

 

   

 

 

 

Other comprehensive gain (loss), before tax effect

     1,419        (18

Tax (benefit) expense

     550        (7
  

 

 

   

 

 

 

Other comprehensive income (loss)

   $ 869      $ (11
  

 

 

   

 

 

 

NOTE 17 – OFF-BALANCE-SHEET ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year end.

 

     2011      2010  

Financial standby letters of credit

   $ 219       $ 224   

Commitments to originate loans

     3,956         712   

Unused lines of credit and letters of credit

     58,604         59,365   

Performance standby letters of credit

     54         54   

 

 

F-33


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

NOTE 18 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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 2 securities include all but $25,000 of available-for-sale 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 December 31, 2011 and 2010, respectively:

 

            At December 31, 2011  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Available for sale securities:

           

U.S. government agencies

   $ 9,041       $ —         $ 9,041       $ —     

State and political subdivisions

     12,926         —           12,926         —     

Mortgage-backed securities – GSE residential

     21,665         —           21,665         —     

Preferred stock

     25         25         —           —     

SBA guaranteed

     274         —           274         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

   $ 43,931       $ 25       $ 43,906       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

F-34


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 18 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

 

            At December 31, 2010  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Available for sale securities:

           

U.S. government agencies

   $ 11,801       $ —         $ 11,801       $ —     

State and political subdivisions

     12,868         —           12,868         —     

Mortgage-backed securities – GSE residential

     18,198         —           18,198         —     

Preferred stock

     11         11         —           —     

SBA guaranteed

     297         —           297         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

   $ 43,175       $ 11       $ 43,164       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

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 December 31, 2011 and 2010 balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

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.

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.

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. The following tables are as of December 31, 2011 and 2010, respectively:

 

            At December 31, 2011  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Impaired loans

   $ 7,008       $ —         $ —         $ 7,008   
            At December 31, 2010  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Impaired loans

   $ 11,587       $ —         $ —         $ 11,587   

 

 

F-35


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 18 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

 

The carrying amount and estimated fair value of financial instruments at year end are as follows:

 

     2011      2010  
     Carrying
Value
     Fair
Value
     Carrying
Value
     Fair
Value
 

Financial assets

           

Cash and cash equivalents

   $ 44,258       $ 44,258       $ 32,487       $ 32,487   

Interest-bearing time deposits

     3,435         3,435         4,827         4,827   

Securities available for sale

     43,931         43,931         43,175         43,175   

Loans held for sale

     633         633         1,770         1,770   

Loans receivable, net

     198,110         200,526         221,607         224,054   

Federal Home Loan Bank stock

     5,398         5,398         5,398         5,398   

Interest receivable

     1,047         1,047         1,116         1,116   

Financial liabilities

           

Deposits

     301,101         303,213         309,080         309,575   

Federal Home Loan Bank advances

     13,000         13,356         13,000         12,929   

Other borrowings

     1,300         1,300         1,500         1,500   

Subordinated debentures

     3,609         1,189         3,609         1,163   

Interest payable

     248         248         245         245   

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 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 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 sheet 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.

 

 

F-36


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

 

NOTE 19 – CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)

Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company:

Condensed Balance Sheets

 

     December 31,  
     2011      2010  

Assets

     

Cash on deposit with the Bank

   $ 900       $ 1,352   

Investment in common stock of the Bank

     11,477         20,923   

Other assets

     272         599   
  

 

 

    

 

 

 

Total assets

   $ 12,649       $ 22,874   
  

 

 

    

 

 

 

Liabilities

     

Other borrowings

   $ 1,300       $ 1,500   

Long-term debt

     3,609         3,609   

Other liabilities

     490         10   
  

 

 

    

 

 

 

Total liabilities

     5,399         5,119   

Stockholders’ Equity

     7,250         17,755   
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 12,649       $ 22,874   
  

 

 

    

 

 

 

Condensed Statements of Operations

 

     Years Ended December 31,  
     2011     2010  

Income

   $ 3      $ 4   
  

 

 

   

 

 

 

Expenses

    

Interest expense

     149        170   

Other expenses

     207        180   
  

 

 

   

 

 

 

Total expenses

     356        350   
  

 

 

   

 

 

 

Loss Before Income Tax Expense or Benefit and Undistributed Loss of the Bank

     (353     (346

Income Tax Expense (Benefit)

     338        (134
  

 

 

   

 

 

 

Loss Before Equity in Undistributed Loss of the Bank

     (691     (212

Equity in Undistributed Loss of the Bank

     (10,315     (4,362
  

 

 

   

 

 

 

Net Loss

   $ (11,006   $ (4,574
  

 

 

   

 

 

 

 

 

F-37


Table of Contents

COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 19 – CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY) (Continued)

 

Condensed Statements of Cash Flows

 

     Years Ended December 31,  
     2011     2010  

Operating Activities

    

Net loss

   $ (11,006   $ (4,574

Equity in undistributed loss of the Bank

     10,315        4,362   

Compensation cost of stock options

     11        13   

Other changes

     428        (219
  

 

 

   

 

 

 

Net cash used in operating activities

     (252     (418
  

 

 

   

 

 

 

Financing Activities

    

Repayment of borrowings

     (200     (300

Dividends paid on preferred stock

     —          (380
  

 

 

   

 

 

 

Net cash used in financing activities

     (200     (680
  

 

 

   

 

 

 

Net Change in Cash on Deposit With the Bank

     (452     (1,098

Cash on Deposit With the Bank at Beginning of Year

     1,352        2,450   
  

 

 

   

 

 

 

Cash on Deposit With the Bank at End of Year

   $ 900      $ 1,352   
  

 

 

   

 

 

 

NOTE 20 – REGULATORY AND SUPERVISORY MATTERS

As previously disclosed in a Current Report on Form 8-K dated January 26, 2011, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order with the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”) on January 21, 2011, whereby the Bank consented to the issuance of a Consent Order (the “Order”) by the FDIC and IDFPR, without admitting or denying that grounds exist for the FDIC and IDFPR to initiate an administrative proceeding against the Bank.

The Order requires the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At December 31, 2011, these capital ratios were 3.3% and 6.1%, respectively. As a result, the Bank is currently deemed to be “undercapitalized” pursuant to the regulatory framework for prompt corrective action and is subject to the mandatory provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 325 (subpart B). These provisions include, among other things, a requirement that the Bank submit a capital restoration plan to the FDIC and restrictions on the Bank’s asset growth, acquisitions, new activities, new branches, payment of dividends, declaration of capital distributions and management fees. We are actively working to comply with these new requirements, which may require us to raise capital. Our ability to raise additional capital is contingent on the current capital markets and on our financial performance.

The Order also requires the Bank to take the following actions: ensure that the Bank has competent management in place in all executive officer positions; increase the participation of the Bank’s Board of Directors in the affairs of the Bank and in the approval of sound policies and objectives for the supervision of the Bank’s activities; establish a compliance program to monitor the Bank’s compliance

 

 

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COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011 and 2010

(Table dollar amounts in thousands, except share data)

 

 

NOTE 20 – REGULATORY AND SUPERVISORY MATTERS (Continued)

 

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

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

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

 

 

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COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

     September 30,
2012
    December 31,
2011
 
     (Unaudited)        

ASSETS

    

Cash and due from banks

   $ 4,498      $ 4,486   

Interest-bearing deposits

     41,949        39,772   
  

 

 

   

 

 

 

Cash and cash equivalents

     46,447        44,258   

Interest-bearing time deposits

     1,941        3,435   

Securities available for sale

     50,857        43,931   

Loans held for sale

     3,651        633   

Loans, less allowance for loan losses of $5,309 and $8,854 at September 30, 2012 and December 31, 2011, respectively

     194,217        198,110   

Foreclosed assets, net

     11,078        9,265   

Prepaid FDIC assessment

     —          490   

Federal Home Loan Bank stock

     1,895        5,398   

Premises and equipment, net

     14,871        15,121   

Cash value of life insurance

     6,362        6,182   

Interest receivable and other assets

     2,859        2,163   
  

 

 

   

 

 

 

Total assets

   $ 334,178      $ 328,986   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Deposits

   $ 307,430      $ 301,101   

Federal Home Loan Bank advances

     13,000        13,000   

Other borrowings

     1,300        1,300   

Subordinated debentures

     3,609        3,609   

Interest payable and other liabilities

     3,354        2,726   
  

 

 

   

 

 

 

Total liabilities

     328,693        321,736   

Commitments and contingent liabilities

    

Shareholders’ equity

    

Common stock – no par value, 5,000,000 shares authorized; 1,245,267 shares issued and outstanding

     —          —     

Preferred stock – $1.00 par value, 1,000,000 shares authorized; 7,319 shares issued and outstanding

     7        7   

Paid-in capital

     12,097        12,033   

Accumulated deficit

     (7,326     (5,407

Accumulated other comprehensive income

     707        617   
  

 

 

   

 

 

 

Total shareholders’ equity

     5,485        7,250   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 334,178      $ 328,986   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

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COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30, 2012 and 2011

(In thousands, except share and per share data)

(Unaudited)

 

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2012     2011     2012     2011  

Interest and dividend income

        

Interest and fees on loans

   $ 2,719      $ 2,930      $ 8,289      $ 8,855   

Securities:

        

Taxable

     241        254        710        774   

Exempt from federal income tax

     82        110        283        332   

Other interest income

     38        27        117        87   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest and dividend income

     3,080        3,321        9,399        10,048   

Interest expense

        

Deposits

     426        487        1,343        1,560   

Federal Home Loan Bank advances and other borrowed funds

     89        101        286        301   

Subordinated debentures

     19        17        58        53   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest expense

     534        605        1,687        1,914   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

     2,546        2,716        7,712        8,134   

Provision for loan losses

     180        173        1,137        2,867   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest after provision for loan losses

     2,366        2,543        6,575        5,267   

Non-interest income

        

Service charges on deposit accounts

     98        108        289        323   

Gain on sale of loans

     229        126        609        467   

Gain on sale of securities

     —          —          141        104   

Write-down on other real estate owned

     —          —          (424     (255

Loss on sale of foreclosed assets

     (25     (33     (20     (28

Other non-interest income

     256        272        800        809   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-interest income

     558        473        1,395        1,420   
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-interest expense

        

Salaries and employee benefits

     1,548        1,402        4,361        4,264   

Net occupancy and equipment expense

     313        345        962        1,037   

Data processing expense

     317        300        930        889   

Advertising and promotions

     81        72        218        188   

Professional fees

     254        255        778        770   

FDIC insurance premiums

     319        296        912        829   

Other real estate owned expenses

     141        134        412        394   

Other operating expenses

     335        325        1,033        939   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total non-interest expense

     3,308        3,129        9,606        9,310   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (384     (113     (1,636     (2,623

Benefit for income taxes

     (30     (112     (56     (482
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (354     (1     (1,580     (2,141
  

 

 

   

 

 

   

 

 

   

 

 

 

Preferred stock dividend and accretion

     (114     (113     (339     (335
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss available to common shareholders

   $ (468   $ (114   $ (1,919   $ (2,476
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Basic

   $ (0.38   $ (0.09   $ (1.54   $ (1.99

Diluted

   $ (0.38   $ (0.09   $ (1.54   $ (1.99

Average shares outstanding basic

     1,245,267        1,245,267        1,245,267        1,245,267   

Average shares outstanding diluted

     1,245,267        1,245,267        1,245,267        1,245,267   

Dividends per share

   $ 0.00      $ 0.00      $ 0.00      $ 0.00   

See Notes to Condensed Consolidated Financial Statements

 

 

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COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three and Nine Months Ended September 30, 2012 and 2011

(In thousands, except share and per share data)

(Unaudited)

 

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2012     2011     2012     2011  

Net loss

   $ (354   $ (1   $ (1,580   $ (2,141

Other comprehensive income (loss):

        

Unrealized holding gains arising during the period:

        

Unrealized net gains

     77        546        287        1,648   

Related income tax expense

     (30     (211     (107     (635
  

 

 

   

 

 

   

 

 

   

 

 

 

Net unrealized gains

     47        335        180        1,013   

Less: reclassification adjustment for net gains realized during the period

        

Realized net gains

     —          —          141        104   

Related income tax expense

     —          —          (51     (38
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized gains

     —          —          90        67   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

     47        335        90        946   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (307   $ (334   $ (1,490   $ (1,195
  

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

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COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Nine Months Ended September 30, 2012 and 2011

(In thousands, except share and per share data)

(Unaudited)

 

 

     Number
of
Common
Shares
     Preferred
Stock
     Paid-In
Capital
     Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income (Loss)
    Total
Shareholders’
Equity
 

Balance at January 1, 2012

     1,245,267       $ 7       $ 12,033       $ (5,407   $ 617      $ 7,250   

Net loss

     —           —           —           (1,580     —          (1,580

Change in unrealized net gain on securities available for sale, net of reclassification adjustment of $141 and tax effects $51

     —           —           —           —          90        90   
               

 

 

 

Total comprehensive loss

                  (1,490

Preferred stock dividends (5%)

     —           —           —           (285     —          (285

Discount on preferred stock

     —           —           54         (54     —          —     

Stock option expense

     —           —           10         —          —          10   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at September 30, 2012

     1,245,267       $ 7       $ 12,097       $ (7,326   $ 707      $ 5,485   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at January 1, 2011

     1,245,267       $ 7       $ 11,954       $ 6,046      $ (252   $ 17,755   

Net loss

     —           —           —           (2,141     —          (2,141

Change in unrealized net gain on securities available for sale, net of reclassification adjustment of $104 and tax effects $38

     —           —           —           —          946        946   
               

 

 

 

Total comprehensive loss

                  (1,195

Preferred stock dividends (5%)

     —              —           (285     —          (285

Discount on preferred stock

     —           —           50         (50     —          —     

Stock option expense

     —           —           10         —          —          10   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at September 30, 2011

     1,245,267       $ 7       $ 12,014       $ 3,570      $ 694      $ 16,285   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

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COMMUNITY FINANCIAL SHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2012 and 2011

(In thousands)

(Unaudited)

 

 

     Nine Months
Ended September 30,
 
     2012     2011  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (1,580   $ (2,141

Adjustments to reconcile net loss to net cash from (used in) operating activities

    

Amortization on securities, net

     174        107   

Depreciation

     490        487   

Provision for loan losses

     1,137        2,867   

Gain on sale of securities

     (141     (104

Write-down on other real estate owned

     424        255   

Loss on sale of foreclosed assets

     20        28   

Gain on sale of loans

     (609     (467

Originations of loans for sale

     (28,693     (24,721

Proceeds from sales of loans

     29,302        25,188   

Compensation cost of stock options

     10        10   

Change in cash value of life insurance

     (180     (182

Change in interest receivable and other assets

     (2,500     1,004   

Change in interest payable and other liabilities

     343        33   
  

 

 

   

 

 

 

Net cash from (used in) operating activities

     (1,803     2,364   

CASH FLOWS FROM INVESTING ACTIVITIES

    

Net change in interest-bearing time deposits

     1,494        1,194   

Purchases of securities available for sale

     (29,752     (13,029

Proceeds from maturities and calls of securities available for sale

     18,547        13,429   

Proceeds from sales of securities available for sale

     4,392        2,526   

Proceeds from Federal Home Loan Bank stock redemption

     3,503        —     

Proceeds from sale of other real estate owned

     1,053        7,889   

Net change in loans

     (1,334     131   

Property and equipment expenditures, net

     (240     (201
  

 

 

   

 

 

 

Net cash from (used in) investing activities

     (2,337     11,939   

CASH FLOWS FROM FINANCING ACTIVITIES

    

Change in:

    

Non-interest bearing and interest-bearing demand deposits and savings

     3,996        (2,488

Certificates and other time deposits

     2,333        (15,180

Proceeds of borrowings

     —          2,000   

Repayments of borrowings

     —          (2,200
  

 

 

   

 

 

 

Net cash from (used in) financing activities

     6,329        (17,868
  

 

 

   

 

 

 

Change in cash and cash equivalents

     2,189        (3,565

Cash and cash equivalents at beginning of period

     44,258        32,487   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 46,447      $ 28,922   
  

 

 

   

 

 

 

Supplemental disclosures

    

Interest paid

   $ 1,601      $ 1,932   

Income taxes paid

     —          —     

Transfers from loans to foreclosed assets and real estate held for investment

     2,237        4,053   

See Notes to Condensed Consolidated Financial Statements

 

 

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COMMUNITY FINANCIAL SHARES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands)

September 30, 2012 and 2011

 

 

NOTE 1 – BASIS OF PRESENTATION

The accounting policies followed in the preparation of the interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are consistent with those used in the preparation of annual consolidated financial statements. The interim condensed consolidated financial statements reflect all normal and recurring adjustments, which are necessary, in the opinion of management of Community Financial Shares, Inc. (the “Company”), for a fair statement of results for the interim periods presented. Results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012 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, 2011, which was filed with the U.S. Securities and Exchange Commission on June 22, 2012. The condensed consolidated balance sheet of the Company as of December 31, 2011 has been derived from the audited consolidated balance sheet as of that date.

NOTE 2 – FINANCIAL CONDITION AND MANAGEMENT’S PLAN

The report of the Company’s independent registered public accounting firm for the year ended December 31, 2011 contains an explanatory paragraph as to the Company’s ability to continue as a going concern primarily because (i) the Company reported significant losses during 2011 and 2010 and (ii) the Company has not sufficiently demonstrated its ability to meet the capital requirements set forth in the Consent Order (the “Order”) issued by the Federal Deposit Insurance Corporation the (the “FDIC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”) to Community Bank-Wheaton/Glen Ellyn (the “Bank”) in January 2011 or its ability to meet its obligations under a loan agreement that it has entered into with an unaffiliated third party lender.

The losses reported by the Company during 2011 and 2010 were primarily due to large provisions for loan losses and the establishment of valuation allowances against the Company’s deferred tax asset. Prior to sustaining these losses, the Company had a history of profitable operations. The Company’s return to profitable operations is contingent in part on the economic recovery in its market area and the stability of collateral values of the real estate that secures many of its loans. It is difficult to predict when the local economy will fully recover and the impact of that recovery on the Company’s operations. Therefore, the Company cannot predict the timing of its return to profitable operations.

In addition, the Company remains subject to the provisions of the Order and a loan agreement that it has entered into with an unaffiliated third party lender. 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. The Company’s loan with the unaffiliated third party, which had a fixed rate of 6.0% and an outstanding balance of $1.3 million at December 31, 2011, is secured by all of the outstanding capital stock of the Bank. As of September 30, 2012, the Company has made all required interest payments on the outstanding principal amounts on a timely basis. As a condition of the Company’s loan agreement, the Bank must maintain a nonperforming assets-to-tangible-capital ratio of not more than 65% measured quarterly and not incur a net loss of more than $250,000 for the calendar year ended December 31, 2010. As of September 30, 2012, the Company was not in compliance with the debt covenants set forth in the loan agreement. On May 3, 2012, the Company and the lender entered into a letter agreement pursuant to which the

 

 

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lender agreed to accept $900,000, as full satisfaction of the indebtedness provided that such payment are made by the Company to the lender on or before July 30, 2012. The payment date has been extended to November 15, 2012. In addition, upon receipt of the payment, all of the liens on and security interests in favor of the lender under the loan documents shall be automatically terminated and released and all indebtedness shall be deemed fully satisfied.

The Company has evaluated all options to increase its capital levels and is currently engaged in preliminary negotiations with various third parties regarding the raising of additional capital. If the Company cannot raise additional capital, it may not be able to sustain further deterioration in its financial condition and other regulatory actions may be taken. As of the date of this Quarterly Report on Form 10-Q, the Company has not entered into a definitive agreement regarding the raising of additional capital and no assurances can be made that the Company will ultimately enter into such an agreement.

NOTE 3 – LOSS PER SHARE

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2012     2011     2012     2011  
(in thousands)                         

Net loss

   $ (354   $ (1   $ (1,580   $ (2,141

Less: Accretion of discount on preferred stock

     (18     (17     (54     (50

Dividends on preferred stock

     (96     (96     (285     (285
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss available to common shareholders

   $ (468   $ (114   $ (1,919   $ (2,476
  

 

 

   

 

 

   

 

 

   

 

 

 

The number of shares used to compute basic and diluted loss per share were as follows:

 

Weighted Average Shares outstanding

     1,245,267        1,245,267        1,245,267        1,245,267   

Effect of dilutive securities:

        

Stock options

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Shares used to compute diluted loss per share

     1,245,267        1,245,267        1,245,267        1,245,267   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share:

        

Basic

   $ (0.38   $ (0.09   $ (1.54   $ (1.99

Diluted

     (0.38     (0.09   $ (1.54   $ (1.99

There were 31,830 anti-dilutive shares at both September 30, 2012 and 2011.

 

 

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NOTE 4 – CAPITAL ADEQUACY AND REGULATORY AND SUPERVISORY MATTERS

At the dates indicated, the capital ratios of the Bank were as follows:

 

     September 30, 2012     December 31, 2011  
     Amount      Ratio     Amount      Ratio  

Total capital (to risk-weighted assets)

   $ 12,326         5.5   $ 13,756         6.1

Tier I capital (to risk-weighted assets)

     9,489         4.2     10,860         4.8

Tier I capital (to average assets)

     9,489         2.9     10,860         3.3

At September 30, 2012, regulatory approval is required for all dividend declarations by both the Bank and the Company.

On January 21, 2011, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order with the FDIC and IDFPR, whereby the Bank consented to the issuance of the Order by the FDIC and IDFPR, without admitting or denying that grounds exist for the FDIC and IDFPR to initiate an administrative proceeding against the Bank.

The Order requires the Bank to achieve Tier 1 capital at least equal to 8% of total assets and total capital at least equal to 12% of risk-weighted assets within 120 days. At September 30, 2012, these capital ratios were 2.9% and 5.5%, respectively. As a result, the Bank is currently deemed to be “significantly undercapitalized” pursuant to the regulatory framework for prompt corrective action and is subject to the mandatory provisions of 12 U.S.C. § 1831o and 12 C.F.R. § 325 (subpart B). These provisions include, among other things, a requirement that the Bank submit a capital restoration plan to the FDIC and restrictions on the Bank’s asset growth, payment of interest rates on deposits, acquisitions, new activities, new branches, payment of dividends, declaration of capital distributions and management fees and ability to accept deposits from correspondent banks. In addition, the Bank may not pay a bonus or give a raise to a senior executive officer without prior regulatory agency approval, and may also be required, among other things, to raise additional capital, reduce total assets, terminate certain activities, replace officers or directors, or seek to be acquired.

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

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

 

 

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The Company has evaluated all options to increase its capital levels and is currently engaged in preliminary negotiations with various third parties regarding the raising of additional capital. If the Company cannot raise additional capital, it may not be able to sustain further deterioration in its financial condition and other regulatory actions may be taken. As of the date of this Quarterly Report on Form 10-Q, the Company has not entered into a definitive agreement regarding the raising of additional capital and no assurances can be made that the Company will ultimately enter into such an agreement.

NOTE 5 – SECURITIES AVAILABLE FOR SALE

The fair value of securities available for sale at September 30, 2012 and December 31, 2011 are as follows:

 

     September 30, 2012  
     Fair
Value
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
 

U. S. government agencies

   $ 15,358       $ 52       $ (74

State and political subdivisions

     11,053         771         (16

Mortgage-backed securities – Government sponsored entities (GSE) residential

     24,190         443         (24

Preferred stock

     13         —           (2

SBA guaranteed

     243         3         —     
  

 

 

    

 

 

    

 

 

 
   $ 50,857       $ 1,269       $ (116
  

 

 

    

 

 

    

 

 

 

 

     December 31, 2011  
     Fair
Value
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
 

U. S. government agencies

   $ 9,041       $ 42       $ —     

State and political subdivisions

     12,926         482         (3

Mortgage-backed securities – GSE residential

     21,665         477         (1

Preferred stock

     25         10         —     

SBA guaranteed

     274         1         (1
  

 

 

    

 

 

    

 

 

 
   $ 43,931       $ 1,012       $ (5
  

 

 

    

 

 

    

 

 

 

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

The following tables show gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2012 and December 31, 2011:

 

     September 30, 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

   $ 6,311       $ (74   $ —         $ —        $ 6,311       $ (74

State and political subdivisions

     547         (16     —           —          547         (16

Mortgage-backed securities – GSE residential

     3,658         (23     23         —          3,681         (24

Preferred stock

     13         (2          13         (2

SBA guaranteed

     —           —          26         (1     26         —     
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total temporarily impaired securities

   $ 10,529       $ (115   $ 49       $ (1   $ 10,578       $ (116
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

 

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     December 31, 2011  
     Less than 12 Months     12 Months or More     Total  

Description of Securities

   Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
    Fair Value      Unrealized
Losses
 

State and political subdivisions

   $ —         $ —        $ 476       $ (3   $ 476       $ (3

Mortgage-backed securities – GSE residential

     109         (1     —           —          109         (1

Preferred stock

     —           —          229         (1     229         (1
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total temporarily impaired securities

   $ 109       $ (1   $ 705       $ (4   $ 814       $ (5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Unrealized gains and losses within the investment portfolio are determined to be temporary. The Company has performed an evaluation of its investments for other than temporary impairment and there was no impairment identified during the nine months ended September 30, 2012. The entire portfolio is classified as available for sale, however, management has no specific intent to sell any securities, and it is more likely than not that the Company will not have to sell any security before recovery of its amortized cost basis.

The fair values of securities available for sale at September 30, 2012, 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

   $ 62       $ 62   

Due after one year through five years

     951         980   

Due after five years through ten years

     2,658         2,679   

Due after ten years

     22,007         22,690   

Mortgage-backed securities

     23,771         24,190   

Preferred stock

     15         13   

SBA guaranteed

     240         243   
  

 

 

    

 

 

 
   $ 49,704       $ 50,857   
  

 

 

    

 

 

 

Securities with a carrying value of approximately $29.8 million at September 30, 2012 were pledged to secure public deposits and Federal Home Loan Bank advances as well as for other purposes as required or permitted by law.

Sales activities for securities for the three and nine months ended September 30, 2012 and 2011 is shown in the following table:

 

     Three Months Ended      Nine Months Ended  
     September 30,      September 30,  
     2012      2011      2012      2011  

Sales proceeds

   $ —         $ —         $ 4,392       $ 2,526   

Gross gains on sales

     —           —           141         104   

 

 

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NOTE 6 – 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.

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.

 

 

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

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

Loans consisted of the following at September 30, 2012 and December 31, 2011, respectively:

 

     September 30,     December 31,  
     2012     2011  

Real estate

    

Commercial

   $ 96,116      $ 94,513   

Construction

     2,486        4,361   

Residential

     19,460        21,054   

Home equity

     53,749        59,176   
  

 

 

   

 

 

 

Total real estate loans

     171,811        179,104   

Commercial

     26,205        26,203   

Consumer

     1,299        1,392   
  

 

 

   

 

 

 

Total loans

     199,315        206,699   

Deferred loan costs, net

     211        265   

Allowance for loan losses

     (5,309     (8,854
  

 

 

   

 

 

 

Loans, net

   $ 194,217      $ 198,110   
  

 

 

   

 

 

 

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.

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

 

 

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may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

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

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

Policy for charging off loans:

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

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

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

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

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.

 

 

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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, 2012

   $ 3,281   

New loans including renewals

     2,164   

Payments, etc., including renewals

     (3,099
  

 

 

 

Balances, September 30, 2012

   $ 2,346   
  

 

 

 

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 nine months ended September 30, 2012 and 2011:

 

     September 30, 2012  
     Commercial     Commercial
Real Estate
    Construction     Consumer     Residential     HELOC     Total  

Balance at beginning of period

   $ 695      $ 4,171      $ 1,768      $ 18      $ 804      $ 1,398      $ 8,854   

Provision for loan losses

     254        950        9        5        71        (152     1,137   

Charge-offs

     (295     (1,877     (1,740     (5     (456     (358     (4,731

Recoveries

     9        10        —          —          30        —          49   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 663      $ 3,254      $ 37      $ 18      $ 449      $ 888      $ 5,309   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ —        $ 2,034      $ —        $ —        $ 240      $ 571      $ 2,845   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 663      $ 1,220      $ 37      $ 18      $ 209      $ 317      $ 2,464   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Loans:

              

Ending balance

   $ 26,205      $ 96,116      $ 2,486      $ 1,299      $ 19,460      $ 53,749      $ 199,315   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ —        $ 6,771      $ —        $ —        $ 1,686      $ 2,651      $ 11,108   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 26,205      $ 89,345      $ 2,486      $ 1,299      $ 17,774      $ 51,098      $ 188,207   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

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     September 30, 2011  
     Commercial     Commercial
Real Estate
    Construction     Consumer     Residential     HELOC     Unallocated     Total  

Balance at beginning of period

   $ 791      $ 1,200      $ 3,877      $ 19      $ 661      $ 838      $ 293      $ 7,679   

Provision for loan losses

     6        1,849        410        3        345        533        (279     2,867   

Charge-offs

     (109     (194     (2,801     (8     (139     (530     —          (3,781

Recoveries

     1        —          —          3        —          4        —          8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of period

   $ 689      $ 2,855      $ 1,486      $ 17      $ 867      $ 845      $ 14      $ 6,773   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ —        $ 1,683      $ 1,450      $ —        $ 566      $ 447      $ —        $ 4,146   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 689      $ 1,172      $ 36      $ 17      $ 301      $ 398      $ 14      $ 2,627   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Loans:

                

Ending balance

   $ 28,279      $ 94,782      $ 5,699      $ 1,448      $ 25,701      $ 61,329      $ —        $ 217,238   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ —        $ 6,606      $ 2,722      $ —        $ 7,946      $ 1,796      $ —        $ 19,070   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 28,279      $ 88,176      $ 2,977      $ 1,448      $ 17,755      $ 59,533      $ —        $ 198,168   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following tables present the changes in the allowance for loan losses for the three months ended September 30, 2012 and 2011:

 

     September 30, 2012  
     Commercial      Commercial
Real Estate
    Construction      Consumer      Residential      HELOC     Unallocated      Total  

Balance at beginning of period

   $ 652       $ 3,051      $ 28       $ 18       $ 274       $ 1,144      $ —         $ 5,168   

Provision for loan losses

     11         217        9         —           165         (222     —           180   

Charge-offs

     —           (20     —           —           —           (34     —           (54

Recoveries

     —           6        —           —           10         —          —           16   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Balance at end of period

   $ 663       $ 3,254      $     37       $ 18       $ 449       $ 888      $ —         $ 5,309   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

     September 30, 2011  
     Commercial      Commercial
Real Estate
     Construction     Consumer     Residential      HELOC      Unallocated      Total  

Balance at beginning of period

   $ 658       $ 2,780       $ 1,543      $ 19      $ 789       $ 815       $ —         $ 6,604   

Provision for loan losses

     31         75         (57     2        78         30         14         173   

Charge-offs

     —           —           —          (8     —           —           —           (8

Recoveries

     —           —           —          4        —           —           —           4   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Balance at end of period

   $ 689       $ 2,855       $ 1,486      $ 17      $ 867       $ 845       $ 14       $ 6,773   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

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, 2011:

 

     Commercial      Commercial
Real Estate
     Construction      Consumer      Residential      HELOC      Unallocated      Total  

Ending balance: individually evaluated for impairment

   $ 39       $ 3,002       $ 1,740       $ —         $ 451       $ 977       $ —         $ 6,209   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance: collectively evaluated for impairment

   $ 656       $ 1,214       $ 28       $ 19       $ 352       $ 376       $ —         $ 2,645   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Loans:

                       

Ending balance

   $ 26,203       $ 94,513       $ 4,361       $ 1,392       $ 21,054       $ 59,176       $ —         $ 206,699   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance: individually evaluated for impairment

   $ 39       $ 6,671       $ 2,175       $ —         $ 3,709       $ 2,659       $ —         $ 15,253   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance: collectively evaluated for impairment

   $ 26,164       $ 87,842       $ 2,186       $ 1,392       $ 17,345       $ 56,517       $ —         $ 191,446   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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The following table summarizes the Company’s nonaccrual loans by class at September 30, 2012 and December 31, 2011.

 

     September 30,
2012
     December 31,
2011
 

Commercial

   $ —         $ 39   

Consumer

     —           —     

Real estate loans:

     

Construction

     —           2,175   

Commercial

     4,886         4,721   

Residential

     1,280         4,187   

Home equity

     2,652         2,677   
  

 

 

    

 

 

 

Total

   $ 8,818       $ 13,799   
  

 

 

    

 

 

 

The following table presents impaired loans as of September 30, 2012:

 

     Recorded
Balance
     Unpaid
Principal
Balance
     Specific
Allowance
 

With no related allowance recorded:

        

Commercial real estate

   $ 1,884       $ 1,884       $ —     

Construction

     —           —           —     

Residential

     786         786         —     

HELOC

     181         181         —     
  

 

 

    

 

 

    

 

 

 

Subtotal

     2,851         2,851         —     
  

 

 

    

 

 

    

 

 

 

With an allowance recorded:

        

Commercial

     —           —           —     

Commercial real estate

     4,886         4,886         2,034   

Construction

     —           —           —     

Residential

     901         901         240   

HELOC

     2,470         2,470         571   
  

 

 

    

 

 

    

 

 

 

Subtotal

     8,257         8,257         2,845   
  

 

 

    

 

 

    

 

 

 

Total Impaired Loans

   $ 11,108       $ 11,108       $ 2,845   
  

 

 

    

 

 

    

 

 

 

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2012      2011      2012      2011  
     Average
Investment in
Impaired
Loans
     Interest
Income
Recognized
     Average
Investment in
Impaired
Loans
     Interest
Income
Recognized
     Average
Investment in
Impaired
Loans
     Interest
Income
Recognized
     Average
Investment in
Impaired
Loans
     Interest
Income
Recognized
 

With no related allowance recorded:

                       

Commercial real estate

   $ 1,889       $ 21       $ —         $ —         $ 1,466       $ 58       $ 760       $ —     

Construction

     —           —           572         —           —           —           572         —     

Residential

     786         4         2,358         —           1,836         9         2,360         —     

HELOC

     166         —           525         —           165         —           523         1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     2,841         25         3,455         —           3,467         67         4,215         1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

With an allowance recorded:

                       

Commercial

     —           —           —           —           —           —           —           —     

Commercial real estate

     4,854         —           6,607         36         3,940         53         5,534         199   

Construction

     —           —           2,150         —           —           —           2,150         —     

Residential

     902         4         5,596         13         435         8         5,609         47   

HELOC

     2,491         7         1,261         3         2,505         7         1,258         7   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     8,247         11         15,614         52         6,880         68         14,551         253   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Impaired Loans

   $ 11,088       $ 36       $ 19,069       $ 52       $ 10,347       $ 135       $ 18,766       $ 254   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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The following table presents impaired loans as of December 31, 2011:

 

     Recorded
Balance
     Unpaid
Principal
Balance
     Specific
Allowance
 

With no related allowance recorded:

        

Construction

   $ 25       $ 776       $ —     

Residential

     2,353         2,353         —     

HELOC

     510         510         —     
  

 

 

    

 

 

    

 

 

 

Subtotal

     2,888         3,639         —     
  

 

 

    

 

 

    

 

 

 

With an allowance recorded:

        

Commercial

     39         39         39   

Commercial real estate

     6,671         6,671         3,002   

Construction

     2,150         2,150         1,740   

Residential

     1,356         1,355         451   

HELOC

     2,149         2,149         977   
  

 

 

    

 

 

    

 

 

 

Subtotal

     12,365         12,364         6,209   
  

 

 

    

 

 

    

 

 

 

Total Impaired Loans

   $ 15,253       $ 16,003       $ 6,209   
  

 

 

    

 

 

    

 

 

 

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 September 30, 2012 and December 31, 2011:

 

     September 30, 2012  
     Pass      Special
Mention
     Substandard      Doubtful      Loss      Total  

Commercial

   $ 25,682       $ 255       $ 268       $ —         $ —         $ 26,205   

Real estate loans:

                 

Construction

     2,486         —           —           —           —           2,486   

Commercial real estate

     86,866         3,373         5,877         —           —           96,116   

Residential

     14,644         2,665         2,151         —           —           19,460   

Home equity

     50,522         30         3,197         —           —           53,749   

Individuals loans for household and other personal expenditures

     1,299         —           —           —           —           1,299   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 181,499       $ 6,323       $ 11,493       $ —         $ —         $ 199,315   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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Table of Contents
     December 31, 2011  
     Pass      Special
Mention
     Substandard      Doubtful      Loss      Total  

Commercial

   $ 24,582       $ 910       $ 711       $ —         $ —         $ 26,203   

Real estate loans:

                 

Construction

     1,144         —           3,217         —           —           4,361   

Commercial real estate

     84,492         3,351         6,670         —           —           94,513   

Residential

     12,042         3,804         5,208         —           —           21,054   

Home equity

     54,665         530         3,981         —           —           59,176   

Individuals loans for household and other personal expenditures

     1,392         —           —           —           —           1,392   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 178,317       $ 8,595       $ 19,787       $ —         $ —         $ 206,699   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following tables summarize past due aging of the Company’s loan portfolio at September 30, 2012 and December 31, 2011:

 

     September 30, 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

   $ 200       $ —         $ —         $ 200       $ 26,005       $ 26,205       $ —     

Real estate loans:

                    

Construction

     —           —           —           —           2,486         2,486         —     

Commercial real estate

     1,801         239         4,886         6,926         89,190         96,116         20   

Residential

     1,875         870         1,299         4,044         15,416         19,460         —     

Home equity

     335         500         2,652         3,487         50,262         53,749         —     

Individuals loans for household and other personal expenditures

     —           —           —           —           1,299         1,299         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 4,211       $ 1,609       $   8,837       $ 14,657       $ 184,658       $ 199,315       $ 20   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2011  
     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

   $ —         $ —         $ 39       $ 39       $ 26,164       $ 26,203       $ —     

Real estate loans:

                    

Construction

     —           —           2,175         2,175         2,186         4,361         —     

Commercial real estate

     674         —           4,721         5,395         89,118         94,513         —     

Residential

     204         43         4,187         4,434         16,620         21,054         —     

Home equity

     60         463         2,677         3,200         55,976         59,176         —     

Individuals loans for household and other personal expenditures

     —           —           —           —           1,392         1,392         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $    938       $    506       $ 13,799       $ 15,243       $ 191,456       $ 206,699       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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

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

 

 

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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 and nine months ended September 30, 2012:

 

     Three months ended September 30,
2012
     Nine months ended September 30,
2012
 
     Count      Balance  Prior
to

TDR
     Balance
after
TDR
     Count      Balance  Prior
to

TDR
     Balance
after
TDR
 

Real estate loans:

                 

Commercial real estate

     —         $ —         $ —           2       $ 997       $ 997   

Residential

     —           —           —           2         636         636   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     —         $ —         $ —           4       $ 1,633       $ 1,633   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Three months ended September 30,
2011
     Nine months ended September 30,
2011
 
     Count      Balance  Prior
to

TDR
     Balance
after
TDR
     Count      Balance  Prior
to

TDR
     Balance
after
TDR
 

Real estate loans:

                 

Commercial real estate

     —         $ —         $ —           1       $ 1,100       $ 1,128   

Construction

     3         533         533         3         533         533   

Residential

     1         371         371         1         371         371   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4       $ 904       $ 904         5       $ 2,004       $ 2,032   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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The following table sets forth the Company’s TDRs that had payment defaults during the nine months ended September 30, 2012. 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.

 

            Default  
     Count      Balance  

Real estate loans:

     

Commercial real estate

     3       $ 4,457   

Residential

     2         579   
  

 

 

    

 

 

 

Total

     5       $ 5,036   
  

 

 

    

 

 

 

NOTE 7 – 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.

 

 

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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 September 30, 2012 and December 31, 2011, respectively:

 

            At September 30, 2012  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Available-for-sale securities:

           

U.S. government agencies

   $ 15,358       $ —         $ 15,358       $ —     

State and political subdivisions

     11,053         —           11,053         —     

Mortgage-backed securities – GSE residential

     24,190         —           24,190         —     

Preferred stock

     13         13         —           —     

SBA guaranteed

     243         —           243         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available-for-sale securities

   $ 50,857       $ 13       $ 50,844       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

            At December 31, 2011  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Available-for-sale securities:

           

U.S. government agencies

   $ 9,041       $ —         $ 9,041       $ —     

State and political subdivisions

     12,926         —           12,926         —     

Mortgage-backed securities – GSE residential

     21,665         —           21,665         —     

Preferred stock

     25         25         —           —     

SBA guaranteed

     274         —           274         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available-for-sale securities

   $ 43,931       $ 25       $ 43,906       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

The following is a description of the valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying September 30, 2012 and December 31, 2011 balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

 

            At September 30, 2012  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Impaired loans

   $ 5,413         —           —         $ 5,413   

Other real estate owned

     3,914         —           —           3,914   

 

            At December 31, 2011  
            Fair Value Measurements Using  
     Fair
Value
     Level 1      Level 2      Level 3  

Impaired loans

   $ 7,008         —           —         $ 7,008   

Other real estate owned

     4,722         —           —           4,722   

 

 

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Table of Contents

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.

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. 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.

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.

The following table presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2012:

 

            At September 30, 2012  
            Fair Value Measurements Using  
     Carrying
Amount
     Level 1      Level 2      Level 3  

Financial assets

           

Cash and cash equivalents

   $ 46,447       $ 46,447       $ —           —     

Interest-bearing time deposits

     1,941         1,941         —           —     

Securities available for sale

     50,857         13         50,844         —     

Loans held for sale

     3,651         —           3,651         —     

Loans receivable, net

     194,217         —           —           196,479   

Federal Home Loan Bank stock

     1,895         —           1,895         —     

Interest receivable

     1,094         —           1,094         —     

Financial liabilities

           

Deposits

     307,430         —           308,767         —     

Federal Home Loan Bank advances

     13,000         —           13,239         —     

Other borrowings

     1,300         —           1,300         —     

Subordinated debentures

     3,609         —           —           1,210   

Interest payable

     334         —           334         —     

 

 

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The carrying amount and estimated fair value of financial instruments at December 31, 2011 year end are as follows:

 

     Carrying
Value
     Fair
Value
 

Financial assets

     

Cash and cash equivalents

   $ 44,258       $ 44,258   

Interest-bearing time deposits

     3,435         3,435   

Securities available for sale

     43,931         43,931   

Loans held for sale

     633         633   

Loans receivable, net

     198,110         200,526   

Federal Home Loan Bank stock

     5,398         5,398   

Interest receivable

     1,047         1,047   

Financial liabilities

     

Deposits

     301,101         303,213   

Federal Home Loan Bank advances

     13,000         13,356   

Other borrowings

     1,300         1,300   

Subordinated debentures

     3,609         1,189   

Interest payable

     248         248   

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. For fixed rate loans and time deposits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. The fair value of fixed rate Federal Home Loan Bank advances 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 sheet 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.

 

 

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NOTE 8 – TARP CAPITAL PURCHASE PROGRAM

On May 15, 2009, the Company entered into a Letter Agreement and the related Securities Purchase Agreement, with the United States Department of the Treasury (the “Department of Treasury”) in accordance with the terms of the Department of Treasury’s TARP Capital Purchase Program. Pursuant to the Letter Agreement and Securities Purchase Agreement, the Company issued 6,970 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and a warrant for the purchase of 349 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, to the Department of Treasury for an aggregate purchase price of $6,970,000 in cash.

The Series A preferred stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% per annum until February 15, 2014. Beginning February 16, 2014, the dividend rate will increase to 9% per annum. The Series A preferred stock may be redeemed, in whole or in part, at any time from time to time, at the option of the Company, subject to consultation with the Company’s primary federal banking regulator, provided that any partial redemption must be for at least 25% of the issue price of the Series A preferred stock.

As part of the transaction, the Department of Treasury exercised the Warrant and received 349 shares of Series B preferred stock. The Series B preferred stock will pay cumulative dividends at a rate of 9% per annum. The Series B preferred stock may also be redeemed, in whole or in part, at any time from time to time, at the option of the Company, subject to consultation with the Company’s primary federal regulator, provided that any partial redemption must be for at least 25% of the liquidation value of the Series B preferred stock. The Series B preferred stock cannot be redeemed until all of the outstanding shares of Series A preferred stock have been redeemed.

The Securities Purchase Agreement also subjects the Company to certain of the executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (EESA), as modified by the American Recovery and Reinvestment Act of 2009. The Company will take all necessary action to ensure that its benefit plans with respect to senior executive officers continue to comply with Section 111(b) of the EESA and has agreed to not adopt any benefit plans with respect to, or which cover, its senior executive officers that do not comply with the EESA, and the applicable executives have consented to the foregoing.

On January 14, 2011, the Company was notified by the Federal Reserve Bank of Chicago (the “FRB”) that the overall condition of the Company and the Bank is less than satisfactory. As a result, the Company must now obtain prior written approval from the FRB prior to, among other things, the payment of any capital distribution, including stockholder dividends on the shares of Company preferred stock issued to the Department of Treasury pursuant to the TARP Capital Purchase Program. The Company has notified the Department of Treasury that, beginning with the February 15, 2011 dividend payment, the Company will defer all payments of dividends on its Series A preferred stock for an indefinite period of time.

NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Update No. 2011-11 – Balance Sheet (Topic 210). In December 2011, FASB issued ASU 2011-11. The objective of this Update is to provide enhanced disclosures that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45.

An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

 

 

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3,000,000 Shares (Maximum)

COMMUNITY FINANCIAL SHARES, INC.

COMMON STOCK

PRELIMINARY PROSPECTUS

            , 2013


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

 

SEC filing fee (1)

   $ 410   

Blue sky filing fees

     10,000   

EDGAR, printing, postage and mailing

     20,000   

Legal fees and expenses

     125,000   

Accounting fees and expenses

     25,000   

Subscription agent and registrar fees and expenses

     25,000   

Certificate printing

     5,000   

Miscellaneous

     14,590   
  

 

 

 

Total

   $ 225,000   
  

 

 

 

 

(1) Estimated based on registration of 3,000,000 shares of common stock at $1.00 per share.

Item 14. Indemnification of Directors and Officers.

Pursuant to the provisions of Section 145 of the Delaware General Corporation Law, the registrant has the power to indemnify certain persons, including its officers and directors, under stated circumstances and subject to certain limitations, for liabilities incurred in connection with services performed in good faith for the registrant.

Article XII of the registrant’s Bylaws provides that:

 

  (a) The registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than any action by or in the right of the registrant) by reason of the fact that he is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses for which such person has not otherwise been reimbursed (including attorneys’ fees, judgment, fines and amounts paid in settlement) actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the registrant, or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

  (b)

The registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the registrant to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses for which such person has not otherwise been reimbursed (including attorneys’ fees, judgment and amounts paid in settlement)

 

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  actually and reasonably incurred by him in connection with the defense or settlement of such suit or action, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duties, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, and the purpose and intent of this Article XII such person is fairly and equitably entitled to indemnity for such expense, and shall so order.

To the extent that a director, officer, employee or agent of the registrant has been successful on the merits or otherwise in defense of any action, claim or proceeding referred to in paragraphs (a) and (b) of Article XII or in defense of any other claim, issue or matter, he shall be indemnified against expense, including attorneys’ fees actually and reasonably incurred by him in connection therewith.

Any indemnification under paragraphs (a) and (b) of this Article XII, unless ordered by a court, shall be made by the registrant only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such paragraphs (a) and (b). Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the registrant in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the registrant.

The indemnification provided in this Article XII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, or of any other indemnification which may be granted to any person apart from this Article XII both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

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Section 8(k) of the Federal Deposit Insurance Act (the “FDI Act”) provides that the Federal Deposit Insurance Corporation (the “FDIC”) may prohibit or limit, by regulation or order, payments by any insured depository institution or its holding company for the benefit of directors and officers of the insured depository institution, or others who are or were “institution-affiliated parties,” as defined under the FDI Act, in order to pay or reimburse such person for any liability or legal expense sustained with regard to any administrative or civil enforcement action which results in a final order against the person. The FDIC has adopted regulations prohibiting, subject to certain exceptions, insured depository institutions, their subsidiaries and affiliated holding companies from indemnifying officers, directors or employees for any civil money penalty or judgment resulting from an administrative or civil enforcement action commenced by any federal banking agency, or for that portion of the costs sustained with regard to such an action that results in a final order or settlement that is adverse to the director, officer or employee.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted of directors and officers of the registrant pursuant to the foregoing provisions or otherwise, we have been advised that, although the validity and scope of the governing statute has not been tested in court, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.

Item 15. Recent Sales of Unregistered Securities.

As described in the Current Report on Form 8-K filed by Community Financial Shares, Inc. (the “Company”) on November 14, 2012 with the Securities and Exchange Commission (the “SEC”), the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors and members of the Company’s Board of Directors and executive management team pursuant to which the Company agreed to issue an aggregate of $24.0 million in common stock and convertible preferred stock in a private placement offering (the “Offering”).

On December 21, 2012, the Company consummated the first closing of the Offering, pursuant to which it issued to investors and members of the Company’s Board of Directors and executive management team an aggregate 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 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 shares of common stock and preferred stock sold to the investors and members of the Company’s Board of Directors and executive management team were issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D, as promulgated by the SEC.

Item 16. Exhibits and Financial Statement Schedules.

The exhibits and financial statement schedules filed as a part of this registration statement are as follows:

 

  (a) List of Exhibits (filed herewith unless otherwise noted)

 

3.1    Amended and Restated Certificate of Incorporation of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 26, 2012)
3.2    Amended and Restated Bylaws of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 14, 2012)
4.1    Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K for the year ended December 31, 2005)
4.2    Community Bank–Wheaton/Glen Ellyn Non-Qualified Stock Option Plan, as amended effective November 29, 2006 (Incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K for the year ended December 31, 2006)

 

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4.3    Certificate of Designations establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 20, 2009)
4.4    Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 20, 2009)
4.5    Certificate of Designations establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on May 20, 2009)
4.6    Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on May 20, 2009)
4.7    Certificate of Designations establishing Series C Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 26, 2012)
4.8    Form of Stock Certificate for Series C Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on December 26, 2012)
4.9    Certificate of Designations establishing Series D Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 26, 2012)
4.10    Form of Stock Certificate for Series D Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on December 26, 2012)
4.11    Certificate of Designations establishing Series E Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 26, 2012)
4.12    Form of Stock Certificate for Series C Convertible Noncumulative Perpetual Preferred Stock of Community Financial Shares, Inc. (Incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on December 26, 2012)
4.13    Form of Rights Certificate (Previously filed)
5.1    Opinion of Kilpatrick Townsend & Stockton LLP re: Legality of Shares (Previously filed)
10.1    Securities Purchase Agreement, dated as of November 13, 2012, between Community Financial Shares, Inc. and the purchasers identified therein (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 14, 2012)
10.2    Registration Rights Agreement, dated as of November 13, 2012, between Community Financial Shares, Inc. and the purchasers identified therein (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 14, 2012)
10.3    Securities Purchase Agreement, dated as of November 13, 2012, between Community Financial Shares, Inc. and the U.S. Department of Treasury (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 14, 2012)

 

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10.4    Consent Order issued by the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2011)
10.5    Stipulation and Consent to the Issuance of a Consent Order dated January 21, 2011 between the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation and Community Bank – Wheaton/Glen Ellyn, Glen Ellyn, Illinois (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 26, 2011)
10.6    Form of Community Bank Directors Retirement Plan Agreement (Incorporated by reference to Exhibit 10.0 to the Company’s Form 10-KSB for the year ended December 31, 2000)*
10.7    Form of Community Bank Directors Deferred Compensation Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K for the year ended December 31, 2005)*
10.8    Change in Control Agreement between Community Bank – Wheaton/Glen Ellyn and Scott W. Hamer (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-K for the year ended December 31, 2011)*
10.9    Change in Control Agreement between Community Bank – Wheaton/Glen Ellyn and Eric J. Wedeen (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-K for the year ended December 31, 2008)*
10.10    Change in Control Agreement between Community Bank – Wheaton/Glen Ellyn and Christopher P. Barton (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K for the year ended December 31, 2011)*
10.11    Change in Control Agreement between Community Bank – Wheaton/Glen Ellyn and Jeffrey A. Vock (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K for the year ended December 31, 2011)*
10.12    Executive Compensation Supplemental Benefit Agreement between Community Bank – Wheaton/Glen Ellyn and Scott W. Hamer (Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K for the year ended December 31, 2011)*
10.13    Consent Order issued by the Federal Deposit Insurance Corporation and Illinois Department of Financial and Professional Regulation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2011)
21.1    Subsidiaries of Registrant (Incorporated by reference to Exhibit 21.0 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
23.1    Consent of BKD LLP (Filed herewith)
23.2    Consent of Kilpatrick Townsend & Stockton LLP (Included in Exhibit 5.1)
99.1    Form of Instruction as to Use of Rights Certificates (Previously filed)
99.2    Form of Letter to Shareholders who are Record Holders (Previously filed)
99.3    Form of Letter to Shareholders who are Dealers/Nominees (Previously filed)
99.4    Form of Letter to Clients who are Beneficial Holders (Previously filed)
99.5    Form of Nominee Holder Certification (Previously filed)
99.6    Form of Beneficial Owner Election Form (Previously filed)
101.1**    The following materials for the quarter ended September 30, 2012, and the year ended December 31, 2011, 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. (Previously filed)

 

 

* Management contract or compensatory plan or arrangement.
** Furnished, not filed.

 

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  (b) Financial Statement Schedules

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2011 and 2010

Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2011 and 2010

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010

Notes to Consolidated Financial Statements

Unaudited Interim Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011

Consensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2012 and 2011

Condensed Consolidated Statements of Comprehensive Loss for the the Three and Nine Months September 30, 2012 and 2011

Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2012 and 2011

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011

Notes to Condensed Consolidated Financial Statements

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

 

  (5) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glen Ellyn, State of Illinois, on February 11, 2013.

 

COMMUNITY FINANCIAL SHARES, INC.
By:  

/s/ Scott W. Hamer

 

Scott W. Hamer

President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name    Title   Date
/s/ Scott W. Hamer    President, Chief Executive Officer   February 11, 2013
Scott W. Hamer   

and Director

(principal executive officer)

 
/s/ Eric J. Wedeen    Vice President and Chief Financial Officer   February 11, 2013
Eric J. Wedeen    (principal accounting and financial officer)  

*

   Director  
William F. Behrmann     

*

   Director  
Penny A. Belke     

*

   Director  
H. David Clayton     

*

   Director  
Raymond A. Dieter, Jr.     

*

   Director  
Robert F. Haeger     

*

   Director  
Mary Beth Moran     

*

   Director  
Joseph S. Morrissey     

*

   Director  
John M. Mulherin     

 

* Pursuant to the Power of Attorney included in the Registration Statement on Form S-1 for Community Financial Shares, Inc. filed on January 29, 2013.

 

/s/ Scott W. Hamer

Scott W. Hamer

President, Chief Executive Officer and Director

     February 11, 2013