##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM
10 - Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 Commission File Number 000-52584
 BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
  Michigan
    
    20-1132959(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 33583 Woodward Avenue, Birmingham, MI 48009  (Address of principal executive offices, including zip code)
 (248) 723-7200
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ




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##### 



INDEX
 PART
I  FINANCIAL INFORMATION
    
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    16ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    25ITEM 4T. CONTROLS AND PROCEDURES
    
    
    25PART II. OTHER INFORMATION
    
    
    27ITEM 1. LEGAL PROCEEDINGS
    
    
    27ITEM 1A. RISK FACTORS
    
    
    27ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    27ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    27ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    27ITEM 5. OTHER INFORMATION
    
    
    28ITEM 6. EXHIBITS
    
    
    28EX-3.1EX-31.1EX-31.2EX-32.1
  
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PART I  FINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 BIRMINGHAM BLOOMFIELD BANCSHARES, INC  CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)AssetsCash and cash equivalentsCash
    
    $
    9,497,863
    
    
    $
    1,201,318Federal funds sold
    
    
    3,167,717
    
    
    
    3,462,179Total cash and cash equivalents
    
    
    12,665,580
    
    
    
    4,663,497Securities, available for sale (Note 3)
    
    
    2,940,371
    
    
    
    3,880,401Loans (Note 4)Total loans
    
    
    66,424,195
    
    
    
    56,840,675Less: allowance for loan losses
    
    
    (840,426
    )
    
    
    (710,000
    )Net loans
    
    
    65,583,769
    
    
    
    56,130,675Premises & equipment (Note 6)
    
    
    2,093,632
    
    
    
    2,232,317Interest receivable and other assets
    
    
    421,217
    
    
    
    391,646Total assets
    
    $
    83,704,569
    
    
    $
    67,298,536Liabilities and Shareholders EquityDeposits (Note 5)Non-interest bearing
    
    $
    7,450,381
    
    
    $
    5,194,795Interest bearing
    
    
    65,876,370
    
    
    
    52,553,240Total deposits
    
    
    73,326,751
    
    
    
    57,748,035Interest payable and other liabilities
    
    
    245,095
    
    
    
    238,532Total liabilities
    
    
    73,571,846
    
    
    
    57,986,567Shareholders equitySenior cumulative perpetual preferred stock series A$1,000 liquidation value per share, 5%
Authorized, issued and outstanding  1,635 shares
    
    
    1,635,000
    
    
    
    Warrant cumulative perpetual preferred stock series B$1,000 liquidation value per share, 9%
Authorized, issued and outstanding  82 shares
    
    
    82,000
    
    
    
    Discount on senior preferred stock
    
    
    (88,576
    )
    
    
    Premium on warrant preferred stock
    
    
    9,628
    
    
    
    Common stock, no par valueAuthorized  4,500,000 sharesIssued and outstanding  1,800,000 shares
    
    
    17,034,330
    
    
    
    17,034,330Additional paid in capital  share based payments
    
    
    479,853
    
    
    
    466,553Accumulated deficit
    
    
    (9,104,913
    )
    
    
    (8,311,252
    )Accumulated other comprehensive income
    
    
    85,401
    
    
    
    122,338Total shareholders equity
    
    
    10,132,723
    
    
    
    9,311,969Total liabilities and shareholders equity
    
    $
    83,704,569
    
    
    $
    67,298,536
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BIRMINGHAM BLOOMFIELD BANCSHARES, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest IncomeLoans, including fees
    
    $
    893,654
    
    
    $
    728,511
    
    
    $
    1,736,475
    
    
    $
    1,378,652Taxable securities
    
    
    37,105
    
    
    
    26,490
    
    
    
    74,511
    
    
    
    55,635Federal funds sold
    
    
    1,024
    
    
    
    41,830
    
    
    
    1,915
    
    
    
    90,130Correspondent bank
    
    
    6,256
    
    
    
    
    
    
    
    7,596
    
    
    
    Total interest income
    
    
    938,039
    
    
    
    796,831
    
    
    
    1,820,497
    
    
    
    1,524,417Interest expenseDeposits
    
    
    328,268
    
    
    
    339,686
    
    
    
    667,859
    
    
    
    653,428Total interest expense
    
    
    328,268
    
    
    
    339,686
    
    
    
    667,859
    
    
    
    653,428Net interest income
    
    
    609,771
    
    
    
    457,145
    
    
    
    1,152,638
    
    
    
    870,989Provision for loan losses
    
    
    115,276
    
    
    
    94,665
    
    
    
    148,776
    
    
    
    144,665Net interest income after
provision for loan losses
    
    
    494,495
    
    
    
    362,480
    
    
    
    1,003,862
    
    
    
    726,324Non-interest incomeLoan fees and charges
    
    
    2,491
    
    
    
    1,102
    
    
    
    5,671
    
    
    
    11,829Deposit fees and charges
    
    
    17,015
    
    
    
    19,991
    
    
    
    34,726
    
    
    
    37,815Other income
    
    
    5,005
    
    
    
    2,483
    
    
    
    9,817
    
    
    
    11,917Total non-interest income
    
    
    24,511
    
    
    
    23,576
    
    
    
    50,214
    
    
    
    61,561Non-interest expenseSalaries and benefits
    
    
    406,766
    
    
    
    312,540
    
    
    
    778,094
    
    
    
    861,604Occupancy & equipment expense
    
    
    202,073
    
    
    
    199,284
    
    
    
    415,540
    
    
    
    418,244FAS 123R share based payments
    
    
    6,650
    
    
    
    10,500
    
    
    
    13,300
    
    
    
    21,000Data processing expense
    
    
    49,869
    
    
    
    43,368
    
    
    
    103,765
    
    
    
    87,095Advertising and public relations
    
    
    23,126
    
    
    
    36,395
    
    
    
    57,258
    
    
    
    59,611Professional fees
    
    
    116,795
    
    
    
    72,512
    
    
    
    197,314
    
    
    
    159,782Printing and office supplies
    
    
    7,004
    
    
    
    7,590
    
    
    
    16,022
    
    
    
    14,126Other expense
    
    
    179,182
    
    
    
    102,465
    
    
    
    258,193
    
    
    
    189,732Total non-interest expense
    
    
    991,465
    
    
    
    784,654
    
    
    
    1,839,486
    
    
    
    1,811,194Net loss before taxes
    
    
    (472,459
    )
    
    
    (398,598
    )
    
    
    (785,410
    )
    
    
    (1,023,309
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (472,459
    )
    
    $
    (398,598
    )
    
    $
    (785,410
    )
    
    $
    (1,023,309
    )Dividend on senior preferred stock
    
    
    (4,769
    )
    
    
    
    
    
    
    (4,769
    )
    
    
    Accretion of discount on pref stock
    
    
    (3,424
    )
    
    
    
    
    
    
    (3,424
    )
    
    
    Effective dividend on preferred stock
    
    
    (8,193
    )
    
    
    
    
    
    
    (8,193
    )
    
    
    Dividend on warrant preferred stock
    
    
    (430
    )
    
    
    
    
    
    
    (430
    )
    
    
    Amortization of premium on warrant pref stk
    
    
    372
    
    
    
    
    
    
    
    372
    
    
    
    Effective dividend on warrant pref stk
    
    
    (58
    )
    
    
    
    
    
    
    (58
    )
    
    
    Net loss applicable to common shareholders
    
    $
    (480,710
    )
    
    $
    (398,598
    )
    
    $
    (793,661
    )
    
    $
    (1,023,309
    )Basic loss per share
    
    $
    (0.26
    )
    
    $
    (0.22
    )
    
    $
    (0.44
    )
    
    $
    (0.57
    )Diluted loss per share
    
    $
    (0.26
    )
    
    $
    (0.22
    )
    
    $
    (0.44
    )
    
    $
    (0.57
    )
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BIRMINGHAM BLOOMFIELD BANCSHARES, INC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
January 1, 2009 to June 30, 2009
(Unaudited)
 AccumulatedOtherPreferred
    
    
    Common
    
    
    Additional
    
    
    Accumulated
    
    
    ComprehensiveStock
    
    
    Stock
    
    
    Paid in Capital
    
    
    Deficit
    
    
    Income
    
    
    TotalBalance at January 1, 2009
    
    
    
    
    
    $
    17,034,330
    
    
    $
    466,553
    
    
    $
    (8,311,252
    )
    
    $
    122,338
    
    
    $
    9,311,969Issue senior preferred stock
    
    
    1,635,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,635,000Issue warrant preferred stock
    
    
    82,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,000Discount senior pref. stock
    
    
    (88,576
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88,576
    )Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,424
    )
    
    
    
    
    
    
    (3,424
    )Premium warrant pref. stock
    
    
    9,628
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,628Accretion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    372
    
    
    
    
    
    
    
    372Preferred dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,199
    )
    
    
    
    
    
    
    (5,199
    )Share based payments
    
    
    
    
    
    
    
    
    
    
    13,300
    
    
    
    
    
    
    
    
    
    
    
    13,300Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (785,410
    )
    
    
    
    
    
    
    (785,410
    )Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,937
    )
    
    
    (36,937
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (822,347
    )Balance at June 30, 2009
    
    $
    1,638,052
    
    
    $
    17,034,330
    
    
    $
    479,853
    
    
    $
    (9,104,913
    )
    
    $
    85,401
    
    
    $
    10,132,723
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BIRMINGHAM BLOOMFIELD BANCSHARES, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Six Months EndedJune 30,2009
    
    
    2008Cash flows from operating activitiesNet loss
    
    $
    (785,410
    )
    
    $
    (1,023,309
    )Share based payments expense
    
    
    13,300
    
    
    
    21,000Provision for loan losses
    
    
    148,776
    
    
    
    144,665Accretion of securities
    
    
    (2,626
    )
    
    
    (7,305
    )Gain on calls of securities
    
    
    (3,027
    )
    
    
    (6,474
    )Depreciation expense
    
    
    150,450
    
    
    
    156,000Net (increase) in other assets
    
    
    (29,571
    )
    
    
    (17,156
    )Net increase in other liabilities
    
    
    6,563
    
    
    
    132,667Net cash used in operating activities
    
    
    (501,545
    )
    
    
    (599,912
    )Cash flows from investing activitiesIncrease in loans
    
    
    (9,601,870
    )
    
    
    (12,197,570
    )Purchase of securities
    
    
    (952,100
    )
    
    
    Proceeds from sales, calls or maturities of securities
    
    
    1,860,846
    
    
    
    789,459Purchases of premises and equipment
    
    
    (11,765
    )
    
    
    (3,934
    )Net cash used in investing activities
    
    
    (8,704,889
    )
    
    
    (11,412,045
    )Cash flows from financing activitiesIncrease in deposits
    
    
    15,578,716
    
    
    
    20,506,141Proceeds from sale of senior preferred stock
    
    
    1,635,000
    
    
    
    Dividends on senior preferred stock
    
    
    (5,199
    )
    
    
    Net cash provided by financing activities
    
    
    17,208,517
    
    
    
    20,506,141Increase in cash and cash equivalents
    
    
    8,002,083
    
    
    
    8,494,184Cash and cash equivalents at the
beginning of the period
    
    
    4,663,497
    
    
    
    5,139,126Cash and cash equivalents at the
end of the period
    
    $
    12,665,580
    
    
    $
    13,633,310Supplemental cash flow information:Cash paid for interest:
    
    $
    723,512
    
    
    $
    542,564
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BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Summary of Significant Accounting Policies
 Basis of Statement Presentation
 The accompanying unaudited consolidated interim financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of America (U.S.
GAAP) with the instructions to Form 10-Q. Accordingly, certain information and disclosures
required by accounting principles generally accepted in the United States of America for complete
financial statements are not included herein. The interim financial statements should be read in
conjunction with the financial statements of Birmingham Bloomfield Bancshares, Inc. (the
Corporation) and the notes thereto included in the Corporations annual report on Form 10-K for
the year ended December 31, 2008.
 In the opinion of management, all adjustments, consisting of normal recurring adjustments, which
in the opinion of management are necessary for a fair presentation of financial position, results
of operations, and cash flows, have been made. Events occurring subsequent to the balance sheet
date through August 14, 2009 (the date of filing with the Securities and Exchange Commission);
have been evaluated for potential recognition or disclosure in the consolidated financial
statements. The results of operations for the three and six month periods ended June 30, 2009
are not necessarily indicative of the results that may be expected for the year ended December
31, 2009.
 Certain amounts in the prior period financial statements have been reclassified to conform to the
current period presentation.
 Principles of Consolidation
 The consolidated financial statements include the accounts of the Corporation and its
wholly-owned subsidiary the Bank of Birmingham (the Bank). All significant intercompany
balances and transactions have been eliminated in consolidation.
 Recent Accounting Developments
 During May of 2009 the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) Number 165, Subsequent Events. This statement establishes
standards under which an entity shall recognize and disclose events that occur after a balance
sheet date but before the related financial statements are issued or are available to be issued.
SFAS 165 is in effect for fiscal years and interim periods ending after June 15, 2009.
Birmingham Bloomfield Bancshares adoption of SFAS 165 had no impact on our consolidated
financial position or results of operations.
 In June 2009, the Financial Accounting Standards board issued three additional pronouncements.
Birmingham Bloomfield Bancshares is in the process of assessing the impact of the adoption of
these pronouncements on its consolidated financial position and results of operations. The
pronouncements were:
 SFAS No. 166, Accounting for Transfers of Financial Assets and amendment of FASB Statement No.
140. SFAS amends SFAS No. 140 to improve both the relevance and the comparability of the
information that a reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial performance, and
cash flows; and the transferring entitys continuing involvement, if any, in the transferred
financial assets. This pronouncement is effective for interim and annual reporting periods that
begin after November 15, 2009.
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BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note
1  Summary of Significant Accounting Policies  continued
 SFAS No. 167 Amendments to FASB Interpretation No.46 (r). SFAS No. 167 changes the criteria
significantly for determining whether the consolidation of a variable interest entity is
required. SFAS No. 167 also addresses the effect of changes that SFAS No. 166 would have on FASB
Interpretation No. 46 (r), including concerns that the accounting and disclosures under the
Interpretation do not always provide useful and timely information about an entitys involvement
in a variable interest entity. SFAS is effective for interim and annual reporting periods that
begin after November 15, 2009.
 SFAS No. 168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles  a replacement of FASB Statement No. 162. On the effective date of SFAS
No. 168, the codification will become the sole source of authoritative U.S. Generally Accepted
Accounting Principles, (GAAP), recognized by the Financial Accounting Standards Board. This
pronouncement is effective for interim and fiscal years ending after September 15, 2009. As SFAS
No. 168 does not alter current Generally Accepted Accounting Principles, Birmingham Bloomfield
Bancshares adoption of the same is not expected to have any material impact on our consolidated
financial position or results of operations.
 Staff Position No. 115-2 and 124-2, Recognition and Presentation of Other-than Temporary
Impairments (FSP FAS 115-2 and 124-2), modifies the requirements for recognizing
other-than-temporary-impairment on debt securities and significantly changes the impairment model
for such securities. Under FSP FAS 115-2 and 124-2, a security is considered to be
other-than-temporarily impaired if the present value of cash flows expected to be collected are
less than the securitys amortized cost basis (the difference being defined as the credit loss)
or if the fair value of the security is less than the securitys amortized cost basis and the
investor intends, or more-likely-than-not will be required, to sell the security before recovery
of the securitys amortized cost basis. If an other-than-temporary impairment exists, the charge
to earnings is limited to the amount of credit loss if the investor does not intend to sell the
security, and it is more-likely-than-not that it will not be required to sell the security,
before recovery of the securitys amortized cost basis. Any remaining difference between fair
value and amortized cost is recognized in other comprehensive income, net of applicable taxes.
Otherwise, the entire difference between fair value and amortized cost is charged to earnings.
Upon adoption of the FSP, an entity reclassifies from retained earnings to other comprehensive
income the noncredit portion of an other-than-temporary impairment loss previously recognized on
a security it holds if the entity does not intend to sell the security, and it is
more-likely-than not that it will not be required to sell the security, before recovery of the
securitys amortized cost basis. The FSP also modifies the presentation of other-than-temporary
impairment losses and increases related disclosure requirements. FSP FAS 115-2 and 124-2 is
effective for periods ending after June 15, 2009, with earlier adoption permitted. Birmingham
Bloomfield Bancshares has assessed the impact of adoption of the FSP on its financial position
and results of operations and for the period ending, June 30, 2009 has determined that it has no
impact.
 Note 2  Fair Value Accounting
 On January 1, 2008, the Corporation adopted SFAS 157. SFAS 157 establishes a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS 157 was issued
to bring conformity to the definition of fair value; prior to SFAS 157 there was no conformity in
the accounting guidance regarding the definition of fair value. Staff Position No. 157-4,
Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4),
provides guidance on how to determine the fair value of assets and liabilities in an environment
where the volume and level of activity for the asset or liability have significantly decreased
and re-emphasizes that the objective of a fair value measurement remains an exit price. The FSP
is effective for periods ending after June 15, 2009, with earlier adoption permitted. The
adoption of FSP FAS 157-4 in the period ending June 30, 2009 did not have a material effect on
Birmingham Bloomfield Bancshares financial position or results of operations.
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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note
2  Fair Value Accounting  continued
 As of June 30, 2009 Birmingham Bloomfield Bancshares adopted Staff Position No. 107-1 and APB
28-1, Interim Disclosures about Fair Value of Financial Statements (FSP FAS 107-1 and APB
28-1), requires companies to disclose the fair value of financial instruments within interim
financial statements, adding to the current requirement to provide those disclosures annually.
Since FSP 107-1 and 124-2 addresses financial statement disclosures only, its adoption, effective
June 30, 2009, did not impact Birmingham Bloomfield Bancshares consolidated financial position
or results of operations and the required disclosures have been provided within this note.
 Valuation Hierarchy
 SFAS 157 establishes a three-level valuation hierarchy for disclosure of fair value measurements.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or
liability as of the measurement date and are the primary method of valuation used by Birmingham
Bloomfield Bancshares, Inc. The three levels are defined as follows.
 
    
    Level 1  inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active markets which the Corporation can participate.Birmingham Bloomfield Bancshares currently holds no securities in level one of the
hierarchy.
    
    Level 2  inputs to the valuation methodology include quoted prices for similar assets
and liabilities in active markets, and inputs that are observable for the asset or
liability, either directly or indirectly, for substantially the full term of the financial
instrument.Level 2 assets and liabilities for Birmingham Bloomfield Bancshares, Inc. include available
for sale investments in government sponsored agencies, asset backed securities, FHLB stock
and investments in obligations of state and political subdivisions. Fair values of these
items are determined via external pricing from vendors.
    
    Level 3  inputs to the valuation methodology are unobservable and significant to the
fair value measurement, and include inputs that are available in situations where there is
little, if any, market activity for the related asset or liability.Birmingham Bloomfield Bancshares currently holds no securities in level three of the
hierarchy.
 A financial instruments categorization within the valuation hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.
 The following table presents the financial instruments carried at fair value as of June 30, 2009,
on the Consolidated Balance Sheet and by SFAS 157 valuation hierarchy (as described above):
 Assets measured at fair value on a recurring basis as of June 30, 2009 (000s omitted):
 Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs
    
    
    Balance at JuneLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    30, 2009Securities available for sale
    
    $
    
    
    
    $
    2,778
    
    
    $
    162
    
    
    $
    2,940
 9




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 3  Securities
 The amortized cost and estimated fair value of securities, with gross unrealized gains and
losses, follows (000s omitted):
 Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    fairJune 30, 2009 (unaudited)
    
    cost
    
    
    gains
    
    
    losses
    
    
    valueU.S. Government agency securities
    
    $
    1,343
    
    
    $
    9
    
    
    $
    
    
    
    $
    1,352Municipal securities
    
    
    200
    
    
    
    3
    
    
    
    
    
    
    
    203Mortgage backed securities
    
    
    1,150
    
    
    
    73
    
    
    
    
    
    
    
    1,223Corporate bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    FHLB Stock
    
    
    162
    
    
    
    
    
    
    
    
    
    
    
    162Total securities available for sale
    
    $
    2,855
    
    
    $
    85
    
    
    $
    
    
    
    $
    2,940
 Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    unrealized
    
    
    unrealized
    
    
    fairDecember 31, 2008
    
    cost
    
    
    gains
    
    
    losses
    
    
    valueU.S. Government agency securities
    
    $
    2,004
    
    
    $
    30
    
    
    $
    
    
    
    $
    2,034Municipal securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage backed securities
    
    
    1,250
    
    
    
    92
    
    
    
    
    
    
    
    1,342Corporate bonds
    
    
    504
    
    
    
    
    
    
    
    
    
    
    
    504FHLB Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    3,758
    
    
    $
    122
    
    
    $
    
    
    
    $
    3,880
 As of June 30, 2009 and December 31, 2008, all securities are available for sale. The
securities held in our portfolio experienced no rating changes during the quarter and remain at
AAA for all except the municipal holding which is at Aa3 based on ratings by Moody. At June
30, 2009, there were $1.56 million in securities pledged to secure public deposits from the State
of Michigan. At December 31, 2008, there were no securities pledged to secure borrowings, public
deposits or for other purposes required or permitted by law.
 The amortized cost and estimated fair value of securities at June 30, 2009, by contractual
maturity are shown below. Expected maturities will differ from contractual maturities because
issuers may have the right to call or prepay obligations without call or prepayment penalties.
The contractual maturities of securities are as follows (000s omitted):
 EstimatedAmortized
    
    
    faircost
    
    
    valueDue in one year or less
    
    $
    
    
    
    $
    Due in one year through five years
    
    
    1,543
    
    
    
    1,555Due in five years through ten years
    
    
    162
    
    
    
    162Due after ten years
    
    
    
    
    
    
    Subtotal
    
    
    1,705
    
    
    
    1,717Mortgage backed securities,
due after 10 years
    
    
    1,150
    
    
    
    1,223Total
    
    $
    2,855
    
    
    $
    2,940
 10




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 4  Loans
 A summary of the balances of loans are as follows (000s omitted):
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)Mortgage loans on real estate:Residential 1 to 4 family
    
    $
    2,249
    
    
    $
    2,745Multifamily
    
    
    8,602
    
    
    
    7,676Commercial
    
    
    26,798
    
    
    
    23,085Construction
    
    
    3,222
    
    
    
    3,000Second mortgage
    
    
    175
    
    
    
    736Equity lines of credit
    
    
    12,903
    
    
    
    10,381Total mortgage loans on real estate
    
    
    53,949
    
    
    
    47,623Commercial loans
    
    
    11,896
    
    
    
    8,242Consumer installment loans
    
    
    621
    
    
    
    1,007Total loans
    
    
    66,466
    
    
    
    56,872Less:Allowance for loan losses
    
    
    840
    
    
    
    710Net deferred loan fees
    
    
    42
    
    
    
    31Net loans
    
    $
    65,584
    
    
    $
    56,131
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,(unaudited)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Balance at beginning of period
    
    $
    743
    
    
    $
    610
    
    
    $
    710
    
    
    $
    560Charge-offs
    
    
    18
    
    
    
    
    
    
    
    18
    
    
    
    Recoveries
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    84Provision for loan losses
    
    
    115
    
    
    
    95
    
    
    
    148
    
    
    
    145Balance at end of period
    
    $
    840
    
    
    $
    789
    
    
    $
    840
    
    
    $
    789
  11




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 5  Deposits
 Deposits are summarized as follows (000s omitted):
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)Non-interest bearing deposits
    
    $
    7,450
    
    
    $
    5,195NOW accounts
    
    
    7,855
    
    
    
    7,882Savings and money market accounts
    
    
    20,461
    
    
    
    10,571Certificates of deposit <$100,000
    
    
    13,993
    
    
    
    13,089Certificates of deposit >$100,000
    
    
    23,568
    
    
    
    21,011Total
    
    $
    73,327
    
    
    $
    57,748
 At June 30, 2009, the scheduled maturities of time deposits maturing are as follows (000s
omitted):
 <$100,000
    
    
    >$100,000
    
    
    TotalWithin 12 months
    
    $
    10,932
    
    
    $
    17,029
    
    
    $
    27,961> 12 months
    
    
    3,061
    
    
    
    6,539
    
    
    
    9,600Total
    
    $
    13,993
    
    
    $
    23,568
    
    
    $
    37,561
 Note 6  Leases and Commitments
 The Corporation has entered into a lease agreement for its main office. Payments began in
February 2005 and the initial term of the lease expires in October 2015. In October 2007, the
Corporation exercised its first renewal option on the property which expires in October 2025.
The main office lease has one additional ten year renewal option. The Corporation also entered
into a lease agreement for its branch office in Bloomfield Township. Payments began in March
2006 and the lease expires February 2016. The Bloomfield branch office lease has one five year
renewal option. Rent expense under the lease agreements was $70,000 and $69,000 for the three
months ended June 30, 2009 and 2008, respectively. Rent expense under the lease agreements was
$139,000 and $137,000 for the six months ended June 30, 2009 and 2008, respectively.
 The following is a schedule of future minimum rental payments under operating leases on a
calendar year basis (000s omitted):
 2009
    
    $
    1402010
    
    
    2862011
    
    
    2922012
    
    
    2982013
    
    
    304Thereafter
    
    
    3,365Total
    
    $
    4,685
 12




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 7  Fair Value of Financial Instruments
 The fair value of a financial instrument is the current amount that would be exchanged between
willing parties, other than in a forced liquidation. Fair value is best determined based upon
quoted market prices. However, in many instances, there are no quoted market prices for the
Corporations various financial instruments. In cases where quoted market prices are not
available, fair values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in
an immediate settlement of the instrument. SFAS 107 excludes certain financial instruments and
all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair
value amounts presented may not necessarily represent the underlying fair value of the
Corporation.
 The following methods and assumptions were used by the Corporation in estimating fair value
disclosures for financial instruments:
 Cash and Cash Equivalents- The carrying values of cash and cash equivalents approximate fair
values.
 Securities- Fair values of securities are based on quoted market prices. If a quoted market
price is not available, fair value is estimated using quoted market prices for similar
securities.
 Loans Receivable- For variable-rate loans that re-price frequently and with no significant
change in credit risk, fair values are based on carrying values. Fair values for other loans
are estimated using discounted cash flow analyses, using interest rates currently being offered
for loans with similar terms to borrowers of similar credit quality. Fair values of
nonperforming loans are estimated using discounted cash flow analyses or underlying collateral
values, where applicable.
 Deposit Liabilities- The fair values disclosed for demand deposits are, by definition, equal to
the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying
amounts of variable-rate, fixed-term money market accounts and certificates of deposit
approximate their fair values at the reporting date. Fair values for fixed-rate certificates of
deposit are estimated using a discounted cash flow calculation that applies interest rates
currently being offered on certificates to a schedule of aggregated expected monthly maturities
on time deposits.
 Accrued Interest- The carrying value of accrued interest approximates fair value.
 Other Financial Instruments- The fair value of other financial instruments, including loan
commitments and unfunded letters of credit, based on discounted cash flow analyses, is not
material.
 13




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 7  Fair Value of Financial Instruments  continued
 The carrying values and estimated fair values of financial instruments at June 30, 2009 and
December 31, 2008, are as follows (in thousands):
 June 30, 2009
    
    December 31, 2008Estimated
    
    
    
    
    
    EstimatedCarrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    12,666
    
    
    $
    12,666
    
    
    $
    4,663
    
    
    $
    4,663Securities available for
sale
    
    
    2,940
    
    
    
    2,940
    
    
    
    3,880
    
    
    
    3,880Loans
    
    
    66,424
    
    
    
    66,345
    
    
    
    56,841
    
    
    
    57,273Accrued interest
receivable
    
    
    331
    
    
    
    331
    
    
    
    293
    
    
    
    293Financial liabilities:Deposits
    
    
    73,327
    
    
    
    73,536
    
    
    
    57,748
    
    
    
    57,897Accrued interest payable
    
    
    97
    
    
    
    97
    
    
    
    153
    
    
    
    153
 14




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 8  Minimum Regulatory Capital Requirements
 Banks and bank holding companies are subject to regulatory capital requirements administered by
federal banking agencies. Capital adequacy guidelines and, additionally for banks, 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. Failure to meet capital
requirements can initiate regulatory action. The prompt corrective action regulations provide
four classifications, well capitalized, adequately capitalized, undercapitalized and critically
undercapitalized, although these terms are not used to represent overall financial condition. If
adequately capitalized, regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans
for capital restoration are required. The Bank of Birmingham was well-capitalized as of June 30,
2009. At June 30, 2009, the Corporation qualifies for an exemption from regulatory capital
requirements due to its asset size.
 The Banks actual capital amounts and ratios as of June 30, 2009 are presented in the following
table (000s omitted):
 For Capital
    
    To beActual
    
    Adequacy Purposes
    
    Well-CapitalizedAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioAs of June 30, 2009Total risk-based capital
(to risk weighted assets)
Bank of Birmingham
    
    $
    8,841
    
    
    
    13.0
    %
    
    $
    5,430
    
    
    
    8.0
    %
    
    $
    6,788
    
    
    
    10.0
    %Tier I capital
(to risk weighted assets)
Bank of Birmingham
    
    $
    8,001
    
    
    
    11.8
    %
    
    $
    2,715
    
    
    
    4.0
    %
    
    $
    4,073
    
    
    
    6.0
    %Tier I capital
(to average assets)
Bank of Birmingham
    
    $
    8,001
    
    
    
    10.5
    %
    
    $
    3,042
    
    
    
    4.0
    %
    
    $
    3,803
    
    
    
    5.0
    %As of December 31, 2008Total risk-based capital
(to risk weighted assets)
Bank of Birmingham
    
    $
    9,345
    
    
    
    16.6
    %
    
    $
    4,491
    
    
    
    8.0
    %
    
    $
    5,614
    
    
    
    10.0
    %Tier I capital
(to risk weighted assets)
Bank of Birmingham
    
    $
    8,635
    
    
    
    15.4
    %
    
    $
    2,246
    
    
    
    4.0
    %
    
    $
    3,369
    
    
    
    6.0
    %Tier I capital
(to average assets)
Bank of Birmingham
    
    $
    8,635
    
    
    
    12.8
    %
    
    $
    2,695
    
    
    
    4.0
    %
    
    $
    3,369
    
    
    
    5.0
    %
 15




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
 
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
 Disclosure Regarding Forward Looking Statements
   16




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
 OVERVIEW
   FINANCIAL CONDITION
  Cash and Cash Equivalents
  17




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BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
 Investments
  Loans, Credit Quality and Allowance for Loan Losses
     18




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
  Premises and Equipment
 .
 Deposits
 ,
 As of June 30,2009(000s
omitted)
    
    Balance
    
    
    PercentageNoninterest bearing demand
    
    $
    7,450
    
    
    
    10.2
    %NOW accounts
    
    
    7,855
    
    
    
    10.7Money market
    
    
    10,853
    
    
    
    14.8Savings
    
    
    9,608
    
    
    
    13.1Time deposits under $100,000
    
    
    13,993
    
    
    
    19.1Time deposits over $100,000
    
    
    23,568
    
    
    
    32.1Total deposits
    
    $
    73,327
    
    
    
    100.0
    %
 19




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
 RESULTS OF OPERATIONS
 Net Interest Income
 nd
  Three Months Ended June 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    
    
    
    
    Yield/
    
    
    Balance
    
    
    
    
    
    
    Yield/(000s)
    
    
    Interest
    
    
    Rate
    
    
    (000s)
    
    
    Interest
    
    
    RateInterest-earning assetsLoans
    
    $
    62,027
    
    
    $
    893,654
    
    
    
    5.76
    %
    
    $
    47,393
    
    
    $
    728,511
    
    
    
    6.15
    %Securities
    
    
    3,507
    
    
    
    37,105
    
    
    
    4.23
    %
    
    
    1,856
    
    
    
    26,490
    
    
    
    5.71
    %Federal funds sold
    
    
    2,921
    
    
    
    1,024
    
    
    
    0.14
    %
    
    
    8,447
    
    
    
    41,830
    
    
    
    1.98
    %Interest-bearing balance with
other financial institutions
    
    
    4,548
    
    
    
    6,256
    
    
    
    0.55
    %
    
    
    
    
    
    
    
    
    
    
    Total interest-earning assets
    
    
    73,003
    
    
    
    938,039
    
    
    
    5.14
    %
    
    
    57,696
    
    
    
    796,831
    
    
    
    5.52
    %Cash and due from banks
    
    
    1,484
    
    
    
    
    
    
    
    
    
    
    
    1,243All other assets
    
    
    1,688
    
    
    
    
    
    
    
    
    
    
    
    2,019Total assets
    
    $
    76,175
    
    
    
    
    
    
    
    
    
    
    $
    60,958Interest-bearing liabilitiesNOW accounts
    
    $
    7,908
    
    
    
    16,927
    
    
    
    0.86
    %
    
    $
    7,809
    
    
    
    31,733
    
    
    
    1.63
    %Money market
    
    
    10,063
    
    
    
    30,157
    
    
    
    1.20
    %
    
    
    11,905
    
    
    
    55,563
    
    
    
    1.87
    %Savings
    
    
    9,122
    
    
    
    39,253
    
    
    
    1.72
    %
    
    
    386
    
    
    
    1,513
    
    
    
    1.57
    %Time deposits
    
    
    32,371
    
    
    
    241,931
    
    
    
    2.99
    %
    
    
    24,858
    
    
    
    250,877
    
    
    
    4.04
    %Total interest-bearing liabilities
    
    
    59,464
    
    
    
    328,268
    
    
    
    2.21
    %
    
    
    44,958
    
    
    
    339,686
    
    
    
    3.02
    %Non-interest bearing deposits
    
    
    5,910
    
    
    
    
    
    
    
    
    
    
    
    5,606All other liabilities
    
    
    220
    
    
    
    
    
    
    
    
    
    
    
    325Total liabilities
    
    
    65,594
    
    
    
    
    
    
    
    
    
    
    
    50,889Shareholders equity
    
    
    10,581
    
    
    
    
    
    
    
    
    
    
    
    10,069Total liabilities and shareholders
equity
    
    $
    76,175
    
    
    
    
    
    
    
    
    
    
    $
    60,958Net interest income
    
    
    
    
    
    $
    609,771
    
    
    
    
    
    
    
    
    
    
    $
    457,145Net spread
    
    
    
    
    
    
    
    
    
    
    2.93
    %
    
    
    
    
    
    
    
    
    
    
    2.50
    %Net interest margin (1)
    
    
    
    
    
    
    
    
    
    
    3.34
    %
    
    
    
    
    
    
    
    
    
    
    3.17
    %Ratio of interest-earning assets
to interest-bearing liabilities
    
    
    122.77
    %
    
    
    
    
    
    
    
    
    
    
    128.33
    %
 
 (1)
    
    Net interest earnings divided by average interest-earning assets. 20




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
   Six Months Ended June 30,2009
    
    
    2008Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    
    
    
    
    Yield/
    
    
    Balance
    
    
    
    
    
    
    Yield/(000s)
    
    
    Interest
    
    
    Rate
    
    
    (000s)
    
    
    Interest
    
    
    RateInterest-earning assetsLoans
    
    $
    60,231
    
    
    $
    1,736,475
    
    
    
    5.77
    %
    
    $
    43,599
    
    
    $
    1,378,652
    
    
    
    6.32
    %Securities
    
    
    3,443
    
    
    
    74,511
    
    
    
    4.33
    %
    
    
    1,971
    
    
    
    55,635
    
    
    
    5.65
    %Federal funds sold
    
    
    2,659
    
    
    
    1,915
    
    
    
    0.14
    %
    
    
    7,192
    
    
    
    90,130
    
    
    
    2.51
    %Interest-bearing balance withother financial institutions
    
    
    3,340
    
    
    
    7,596
    
    
    
    0.45
    %
    
    
    
    
    
    
    
    
    
    
    Total interest-earning assets
    
    
    69,673
    
    
    
    1,820,497
    
    
    
    5.23
    %
    
    
    52,762
    
    
    
    1,524,417
    
    
    
    5.78
    %Cash and due from banks
    
    
    1,727
    
    
    
    
    
    
    
    
    
    
    
    1,251All other assets
    
    
    1,755
    
    
    
    
    
    
    
    
    
    
    
    2,096Total assets
    
    $
    73,155
    
    
    
    
    
    
    
    
    
    
    $
    56,109Interest-bearing liabilitiesNOW accounts
    
    $
    7,735
    
    
    
    38,840
    
    
    
    1.00
    %
    
    $
    8,360
    
    
    
    91,368
    
    
    
    2.19
    %Money market
    
    
    10,061
    
    
    
    64,689
    
    
    
    1.29
    %
    
    
    11,772
    
    
    
    141,548
    
    
    
    2.40
    %Savings
    
    
    6,472
    
    
    
    55,952
    
    
    
    1.73
    %
    
    
    359
    
    
    
    2,831
    
    
    
    1.58
    %Time deposits
    
    
    32,929
    
    
    
    508,378
    
    
    
    3.09
    %
    
    
    19,394
    
    
    
    417,681
    
    
    
    4.31
    %Total interest-bearing liabilities
    
    
    57,197
    
    
    
    667,859
    
    
    
    2.34
    %
    
    
    39,885
    
    
    
    653,428
    
    
    
    3.28
    %Non-interest bearing deposits
    
    
    5,849
    
    
    
    
    
    
    
    
    
    
    
    5,644All other liabilities
    
    
    227
    
    
    
    
    
    
    
    
    
    
    
    265Total liabilities
    
    
    63,273
    
    
    
    
    
    
    
    
    
    
    
    45,794Shareholders equity
    
    
    9,882
    
    
    
    
    
    
    
    
    
    
    
    10,315Total liabilities and shareholders
equity
    
    $
    73,155
    
    
    
    
    
    
    
    
    
    
    $
    56,109Net interest income
    
    
    
    
    
    $
    1,152,638
    
    
    
    
    
    
    
    
    
    
    $
    870,989Net spread
    
    
    
    
    
    
    
    
    
    
    2.89
    %
    
    
    
    
    
    
    
    
    
    
    2.50
    %Net interest margin (1)
    
    
    
    
    
    
    
    
    
    
    3.31
    %
    
    
    
    
    
    
    
    
    
    
    3.30
    %Ratio of interest-earning assets
to interest-bearing liabilities
    
    
    121.81
    %
    
    
    
    
    
    
    
    
    
    
    132.29
    %
 
 (1)
    
    Net interest earnings divided by average interest-earning assets. 21




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
   Provision for Loans Losses
  Non-Interest Income
  22




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
  Non-Interest Expense
   23




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
 Income Taxes
  LIQUIDITY AND CAPITAL RESOURCES; ASSET/LIABILITY MANAGEMENT
     24




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
  Off-Balance Sheet Arrangements
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4T.
    
    CONTROLS AND PROCEDURES
   25




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
Managements Discussion and Analysis of Financial Condition and Results of Operations
   26




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
 
 PART II. OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS.
  
 ITEM 1A.
    
    RISK FACTORS.
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
    FOR
    
    WITHHELDLance N. Krajacic
    
    
    939,139
    
    
    
    24,500Thomas J. Wagner
    
    
    939,389
    
    
    
    24,300William R. Aikens
    
    
    936,139
    
    
    
    27,550Harry Cendrowski
    
    
    921,139
    
    
    
    42,550
   27




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
 
 ITEM 5.
    
    OTHER INFORMATION.
  
 ITEM 6.
    
    EXHIBITS.
 ExhibitNumber
    
    Description of Exhibits3.1
    
    Articles of Incorporation10.1
    
    Letter Agreement dated April 24, 2009 including the
Securities Purchase Agreement  Standard Terms incorporated
by reference therein between the Company and the U.S.
Treasury *10.2
    
    Form of Waiver of Senior Executive Officers (included as
Annex C to the Securities Purchase Agreement filed as
Exhibit 10.1 hereto) *10.3
    
    Form of Omnibus Amendment Agreement *10.4
    
    Side Letter Agreement dated April 24, 2009 between the
Company and the U.S. Treasury *10.5
    
    Executive Employment Agreement with Robert E. Farr **10.6
    
    Executive Employment Agreement with Lance N. Krajacic, Jr. **31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer32.1
    
    Certification pursuant to 18 U.S.C. §1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act 02 2002.
 
 *
    
    Incorporated by reference from Form 8-K filed on April 30, 2009.**
    
    Incorporated by reference from Form 8-K filed on May 21, 2009. 28




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
 
 SIGNATURES
  BIRMINGHAM BLOOMFIELD BANCSHARES, INC.Date: August 14, 2009
    By:
    /s/ Robert E. FarrRobert E. FarrChief Executive OfficerDate: August 14, 2009
    By:
    /s/ Deb ThompsonDeb ThompsonChief Financial Officer 29




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##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
 EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit3.1
    
    Articles of Incorporation10.1
    
    Letter Agreement dated April 24, 2009 including the
Securities Purchase Agreement  Standard Terms incorporated
by reference therein between the Company and the U.S.
Treasury *10.2
    
    Form of Waiver of Senior Executive Officers (included as
Annex C to the Securities Purchase Agreement filed as
Exhibit 10.1 hereto) *10.3
    
    Form of Omnibus Amendment Agreement *10.4
    
    Side Letter Agreement dated April 24, 2009 between the
Company and the U.S. Treasury *10.5
    
    Executive Employment Agreement with Robert E. Farr **10.6
    
    Executive Employment Agreement with Lance N. Krajacic, Jr. **31.1
    
    Certification pursuant to Rules 13a-15(f) and 15d-15(f) of
the Securities Exchange Act31.2
    
    Certification pursuant to Rules 13a-15(f) and 15d-15(f) of
the Securities Exchange Act32.1
    
    Certification pursuant to Rules 13a-14(b) or Rule 15d-14(b)
of the Securities Exchange Act and 18 U.S.C. §1350
 
 *
    
    Incorporated by reference from Form 8-K filed on April 30, 2009.**
    
    Incorporated by reference from Form 8-K filed on May 21, 2009. 30