Edgar Filing: SOUTHERN FIRST BANCSHARES INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2011
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission file number 000-27719

Southern First Bancshares, Inc.

(Exact name of registrant as specified in its charter)


	South Carolina						58-2459561
	(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

	100 Verdae Boulevard, Suite 100
	Greenville, S.C.						29606
	(Address of principal executive offices)						(Zip Code)

864-679-9000
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o

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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 3,473,613 shares of common stock, par value $0.01 per share, were issued and outstanding as of November 1, 2011.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
September 30, 2011 Form 10-Q

INDEX


PART I - FINANCIAL INFORMATION		Page

Item 1.	Financial Statements

	Consolidated Balance Sheets	3

	Consolidated Statements of Income	4

	Consolidated Statements of Shareholders' Equity and Comprehensive Income	5

	Consolidated Statements of Cash Flows	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47

Item 4.	Controls and Procedures	47

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults upon Senior Securities	48

Item 4.	(Removed and Reserved)	48

Item 5.	Other Information	48

Item 6.	Exhibits	48

PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)



		September 30, 2011			December 31, 2010
		(Unaudited)			(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	7,568		$	4,119
Interest-bearing deposits with banks		14,217			14,176
Federal funds sold and securities purchased under agreements to resell		18,265			35,555
Total cash and cash equivalents		40,050			53,850
Investment securities:
Investment securities available for sale		81,012			63,783
Other investments, at cost		8,028			9,070
Total investment securities		89,040			72,853
Loans		591,055			572,392
Less allowance for loan losses		(8,751	)		(8,386	)
Loans, net		582,304			564,006
Bank owned life insurance		17,916			14,528
Property and equipment, net		16,516			15,884
Deferred income taxes		3,009			2,994
Other assets		9,271			12,375
Total assets	$	758,106		$	736,490
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits	$	554,676		$	536,296
Federal Home Loan Bank advances and repurchase agreements		122,700			122,700
Junior subordinated debentures		13,403			13,403
Other liabilities		5,459			4,875
Total liabilities		696,238			677,274
Shareholders' equity:
Preferred stock, par value $.01 per share, 10,000,000 shares authorized, 17,299 shares issued and outstanding (1)		16,524			16,317
Common stock, par value $.01 per share, 10,000,000 shares authorized, 3,473,613 and 3,457,877 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		35			35
Nonvested restricted stock		(17	)		-
Additional paid-in capital (1)		37,025			36,729
Accumulated other comprehensive income (loss)		667			(707	)
Retained earnings (1)		7,634			6,842
Total shareholders' equity		61,868			59,216
Total liabilities and shareholders' equity	$	758,106		$	736,490

See notes to consolidated financial statements that are an integral part of these consolidated statements. Additional paid in capital, retained earnings and common shares outstanding as of December 31, 2010 have been adjusted to reflect the ten percent stock dividend issued in 2011.

(1)	See Note 1 to financial statements for information related to a correction of an error.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
(dollars in thousands, except share data)



		For the three months ended September 30,			For the nine months ended September 30,
		2011	2010		2011		2010
Interest income
Loans	$	8,231	8,318		24,664		24,355
Investment securities		600	661		1,591		2,402
Federal funds sold		20	13		88		34
Total interest income		8,851	8,992		26,343		26,791
Interest expense
Deposits		1,651	2,357		5,473		7,243
Borrowings		1,226	1,404		3,693		4,639
Total interest expense		2,877	3,761		9,166		11,882
Net interest income		5,974	5,231		17,177		14,909
Provision for loan losses		1,670	1,275		3,045		4,975
Net interest income after provision for loan losses		4,304	3,956		14,132		9,934
Noninterest income
Loan fee income		232	190		556		416
Service fees on deposit accounts		168	155		464		444
Income from bank owned life insurance		126	134		388		434
Gain on sale of investment securities		15	-		15		1,104
Other than temporary impairment on investment securities		-	(450	)	(25	)	(450	)
Gain on sale of property and equipment		-	-		-		18
Other income		182	118		499		340
Total noninterest income		723	147		1,897		2,306
Noninterest expenses
Compensation and benefits		2,414	1,700		6,705		5,974
Occupancy		580	535		1,670		1,646
Real estate owned activity		16	60		1,057		63
Data processing and related costs		487	421		1,382		1,208
Insurance		268	436		1,098		1,116
Marketing		165	151		529		547
Professional fees		169	134		472		464
Other		253	219		761		760
Total noninterest expenses		4,352	3,656		13,674		11,778
Income before income tax expense		675	447		2,355		462
Income tax expense		192	110		706		12
Net income		483	337		1,649		450
Preferred stock dividend		216	216		649		649
Discount accretion (1)		70	66		207		193
Net income (loss) available to common shareholders (1)	$	197	55		793		(392	)
Earnings (loss) per common share (1)
Basic	$	0.06	0.02		0.23		(0.11	)
Diluted	$	0.05	0.02		0.22		(0.11	)
Weighted average common shares outstanding
Basic		3,473,613	3,457,499		3,471,308		3,452,131
Diluted		3,577,176	3,458,498		3,559,257		3,452,131

See notes to consolidated financial statements that are an integral part of these consolidated statements. Earnings per share and common shares outstanding for the 2010 period have been adjusted to reflect the ten percent stock dividend issued in 2011.

(1)	See Note 1 to financial statements for information related to a correction of an error.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(Unaudited)
(dollars in thousands, except share data)



	Common stock				Preferred		Nonvested restricted			Additional paid-in		Accumulated other comprehensive			Retained			Total share- holders'
	Shares		Amount		stock		stock			capital		income(loss)			Earnings			equity

December 31, 2009 (1)	3,094,481	$	31	$	16,056	$	(14	)	$	33,674	$	484		$	9,610		$	59,841
Net income	-		-		-		-			-		-			450			450
Comprehensive income, net of tax -
Unrealized holding gain on securities available for sale	-		-		-		-			-		716			-			716
Reclassification adjustment included in net income, net of tax	-		-		-		-			-		(729	)					(729	)
Total comprehensive income	-		-		-		-			-		-			-			437
Preferred stock transactions:
Cash dividends on Series T preferred at annual dividend rate of 5%	-		-		-		-			-		-			(649	)		(649	)
Discount accretion (1)	-		-		193		-			-		-			(193	)		-
Proceeds from exercise of stock warrants and options	48,700		-		-		-			295		-			-			295
Amortization of deferred compensation on restricted stock	-		-		-		10			-		-			-			10
Compensation expense related to stock options	-		-		-		-			172		-			-			172
September 30, 2010 (1)	3,143,181	$	31	$	16,249	$	(4	)	$	34,141	$	471		$	9,218		$	60,106
December 31, 2010 (1)	3,457,877	$	35	$	16,317	$	-		$	36,729	$	(707	)	$	6,842		$	59,216
Net income	-		-		-		-			-		-			1,649			1,649
Comprehensive income, net of tax -
Unrealized holding gain on securities available for sale	-		-		-		-			-		1,384			-			1,384
Reclassification adjustment included in net income, net of tax	-		-		-		-			-		(10	)					(10	)
Total comprehensive income	-		-		-		-			-		-			-			3,023
Preferred stock transactions:
Cash dividends on Series T preferred at annual dividend rate of 5%	-		-		-		-			-		-			(649	)		(649	)
Discount accretion	-		-		207		-			-		-			(207	)		-
Proceeds from exercise of stock options	13,236		-		-		-			77		-			-			77
Issuance of restricted stock	2,500		-		-		(20	)		20		-			-			-
Cash in lieu of fractional shares	-		-		-		-			-		-			(1	)		(1	)
Amortization of deferred compensation on restricted stock grants	-		-		-		3			-		-			-			3
Compensation expense related to stock options	-		-		-		-			199		-			-			199
September 30, 2011	3,473,613	$	35	$	16,524	$	(17	)	$	37,025	$	667		$	7,634		$	61,868

See notes to consolidated financial statements that are an integral part of these consolidated statements. Common shares outstanding as of December 31, 2010 have been adjusted to reflect the ten percent stock dividend issued in 2011.

(1)	See Note 1 to financial statements for information related to a correction of an error.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)


		For the nine months ended September 30,
		2011			2010
Operating activities
Net income	$	1,649		$	450
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses		3,045			4,975
Depreciation and other amortization		656			659
Accretion and amortization of securities discounts and premium, net		741			716
Gain on sale of investment securities		(15	)		(1,104	)
Other than temporary impairment on investment securities		25			450
Gain on sale of property and equipment		-			(18	)
Loss on sale and write-down of real estate owned		1,092			70
Compensation expense related to stock options and grants		202			182
Increase in cash surrender value of bank owned life insurance		(388	)		(434	)
(Increase) decrease in deferred tax asset		(718	)		12
Decrease in other assets, net		718			1,244
Increase (decrease) in other liabilities, net		584			(82	)
Net cash provided by operating activities		7,591			7,120
Investing activities
Increase (decrease) in cash realized from:
Origination of loans, net		(21,765	)		(13,079	)
Purchase of property and equipment		(1,269	)		(195	)
Purchase of investment securities:
Available for sale		(56,380	)		(86,241	)
Other investments		-			(750	)
Payments and maturity of investment securities:
Available for sale		9,605			16,469
Held to maturity		-			1,096
Other investments		1,042			138
Purchase of bank owned life insurance		(3,000	)		-
Proceeds from sale of investment securities		30,872			71,717
Proceeds from sale of property and equipment		-			18
Proceeds from sale of real estate owned		1,697			477
Net cash used for investing activities		(39,198	)		(10,350	)
Financing activities
Increase (decrease) in cash realized from:
Increase in deposits, net		18,380			48,658
Decrease in note payable		-			(4,250	)
Decrease in Federal Home Loan Bank advances and related debt		-			(20,000	)
Cash dividend on preferred stock		(649	)		(649	)
Cash in lieu of fractional shares		(1	)		-
Proceeds from the exercise of stock options and warrants		77			295
Net cash provided by financing activities		17,807			24,054
Net increase (decrease) in cash and cash equivalents		(13,800	)		20,824
Cash and cash equivalents at beginning of the period		53,850			12,082
Cash and cash equivalents at end of the period	$	40,050		$	32,906
Supplemental information
Cash paid for
Interest	$	8,988		$	11,814
Income taxes		1,425			-
Schedule of non-cash transactions
Real estate acquired in settlement of loans		423			3,177
Unrealized gain on securities, net of income taxes		1,384			716

See notes to consolidated financial statements that are an integral part of these consolidated statements.

SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Nature of Business and Basis of Presentation

Business activity

Southern First Bancshares, Inc. (the "Company") is a South Carolina corporation that owns all of the capital stock of Southern First Bank, N.A. (the "Bank") and all of the stock of Greenville First Statutory Trust I and II (collectively, the "Trusts"). On July 2, 2007, the Company and Bank changed their names to Southern First Bancshares, Inc. and Southern First Bank, N.A., respectively. The Bank is a national bank organized under the laws of the United States located in Greenville County, South Carolina and operates as Greenville First Bank in Greenville County. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the Federal Deposit Insurance Corporation (the "FDIC"), and providing commercial, consumer and mortgage loans to the general public. The Trusts are special purpose non-consolidated entities organized for the sole purpose of issuing trust preferred securities.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 (Registration Number 000-27719) as filed with the Securities and Exchange Commission on March 7, 2011. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, "Consolidation," the financial statements related to the special purpose subsidiaries, the Trusts, have not been consolidated.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, fair value of financial instruments, evaluating other-than-temporary-impairment of investment securities and valuation of deferred tax assets.

Correction of an Error

During the third quarter of 2011, the Company determined that it had been accounting for its preferred stock and related discount accretion in error since the issuance of the preferred stock in February 2009. All prior period amounts related to preferred stock, discount accretion, net income (loss) to common shareholders and earnings (loss) per common share have been restated. The error was not material to the interim or annual financial statements. Correction of this error also required reclassifications within shareholders' equity that increased preferred stock, decreased additional paid in capital, and decreased retained earnings.

The tables below quantify the differences between the amounts filed and restated for the respective periods presented in this Quarterly Report on Form 10-Q.



		December 31, 2009		September 30, 2010		December 31, 2010
(dollars in thousands)		As filed	As restated	As filed	As restated	As filed	As restated
Preferred stock	$	15,432	16,056	15,076	16,249	14,960	16,317
Additional paid-in capital		34,097	33,674	34,920	34,141	37,629	36,729
Retained earnings		9,811	9,610	9,612	9,218	7,299	6,842
	$	59,340	59,340	59,608	59,608	59,888	59,888



		Three months ended		Nine months ended				Six months ended
		September 30, 2010		September 30, 2010				June 30, 2011
(dollars in thousands)		As filed	As restated	As filed		As restated		As filed	As restated
Net income	$	337	337	450		450		1,165	1,165
Preferred stock dividend		216	216	649		649		432	432
Discount accretion		116	66	356		193		219	137
Net income (loss) to common shareholders	$	5	55	(555	)	(392	)	514	596
Earnings (loss) per common share
Basic	$	0.00	0.02	(0.18	)	(0.11	)	0.15	0.17
Diluted	$	0.00	0.02	(0.18	)	(0.11	)	0.14	0.17

Reclassifications

Certain amounts, previously reported, have been reclassified to state all periods on a comparable basis that had no effect on shareholders' equity or net income.

Formal Agreement with the Office of the Comptroller of the Currency

On June 8, 2010, the Bank entered into a formal agreement (the "Formal Agreement") with its primary regulator, the Office of the Comptroller of the Currency (the "OCC"). The Formal Agreement seeks to enhance the Bank's existing practices and procedures in the areas of credit risk management, credit underwriting, liquidity, and funds management. The Board of Directors and management of the Bank have aggressively worked to address the findings of the exam and believe the Company is currently in compliance with substantially all of the requirements of the Formal Agreement. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more discussion of the Formal Agreement.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management performed an evaluation to determine whether there have been any subsequent events since the balance sheet date and determined that no subsequent events occurred requiring accrual or disclosure.

Accounting Developments

In July 2010, the Receivables topic of the Accounting Standards Codification ("ASC") was amended by Accounting Standards Update ("ASU") 2010-20 to require expanded disclosures related to a company's allowance for credit losses and the credit quality of its financing receivables. The amendments require the allowance disclosures to be provided on a disaggregated basis. The Company is required to include these disclosures in their interim and annual financial statements. See Note 3.

NOTE 2 - Investment Securities

The amortized costs and fair value of investment securities at September 30, 2011 and December 31, 2010 are as follows:



		September 30, 2011
		Amortized	Gross Unrealized		Fair
(dollars in thousands)		Cost	Gains	Losses	Value
Available for sale
State and political subdivisions	$	12,480	473	24	12,929
Governmental agencies		994	7	-	1,001
Mortgage-backed securities:
FHLMC		22,191	254	39	22,406
FNMA		43,752	345	69	44,028
GNMA		585	63	-	648
Total mortgage-backed securities		66,528	662	108	67,082
Total investment securities available for sale	$	80,002	1,142	132	81,012



		December 31, 2010
		Amortized	Gross Unrealized		Fair
		Cost	Gains	Losses	Value
Available for sale
State and political subdivisions	$	11,331	12	177	11,166
Mortgage-backed securities:
FHLMC		17,985	-	288	17,697
FNMA		31,780	112	463	31,429
GNMA		888	88	-	976
Private-label collateralized mortgage obligations		2,865	-	350	2,515
Total mortgage-backed securities		53,518	200	1,101	52,617
Total investment securities available for sale	$	64,849	212	1,278	63,783

Other investments are comprised of the following and are recorded at cost which approximates fair value.


(dollars in thousands)		September 30, 2011	December 31, 2010
Federal Reserve Bank stock	$	1,485	1,485
Federal Home Loan Bank stock		6,041	6,333
Certificates of deposit with other banks		99	849
Investment in Trust Preferred securities		403	403
Total other investments	$	8,028	9,070

Contractual maturities and yields on our investment securities at September 30, 2011 and December 31, 2010 are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. We had no securities with maturities less than one year at September 30, 2011 or December 31, 2010.



											September 30, 2011
		One to Five Years			Five to Ten Years			Over Ten Years				Total
(dollars in thousands)		Amount	Yield		Amount	Yield		Amount	Yield			Amount	Yield
Available for Sale
State and political subdivisions	$	-	-		3,209	3.24	%	9,720	3.37	%		12,929	3.34	%
Governmental agencies		-	-		1,001	2.42	%	-	-			1,001	2.42	%
Mortgage-backed securities		54	3.93	%	6,708	1.89	%	60,320	3.12	%		67,082	3.00	%
Total	$	54	3.93	%	10,918	2.33	%	70,040	3.16	%		81,012	3.05	%


											December 31, 2010
		One to Five Years			Five to Ten Years			Over Ten Years			Total
		Amount	Yield		Amount	Yield		Amount	Yield		Amount	Yield
Available for Sale
State and political subdivisions	$	-	-	%	5,719	3.10	%	5,447	3.66	%	11,166	3.37	%
Mortgage-backed securities		95	3.98	%	-	-	%	52,522	2.58	%	52,617	2.59	%
Total	$	95	3.98	%	5,719	3.10	%	57,969	2.71	%	63,783	2.74	%

The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities at September 30, 2011 and December 31, 2010, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.



							September 30, 2011
	Less than 12 months			12 months or longer			Total
(dollars in thousands)	#	Fair value	Unrealized losses	#	Fair value	Unrealized losses	#	Fair value	Unrealized losses
Available for sale
State and political subdivisions	5	$ 2,345	24	-	-	-	5	2,345	24
Mortgage-backed
FHLMC	2	4,715	39	-	-	-	2	4,715	39
FNMA	6	15,410	69	-	-	-	6	15,410	69
Total	13	$22,470	132	-	-	-	13	22,470	132


								December 31, 2010
	Less than 12 months				12 months or longer			Total
	#	Fair value	Unrealized losses	#	Fair value	Unrealized losses	#	Fair value	Unrealized losses
Available for sale
State and political subdivisions	16	$ 8,101	177	-	-	-	16	8,101	177
Mortgage-backed
FHLMC	5	17,697	288	-	-	-	5	17,697	288
FNMA	6	24,301	463	-	-	-	6	24,301	463
Collateral mortgage obligations	-	-	-	1	2,515	350	1	2,515	350
Total	27	$50,099	928	1	2,515	350	28	52,614	1,278

Other-than-temporary impairment ("OTTI")

As prescribed by FASB ASC 320-10-35, the Company recognizes the credit component of OTTI on debt securities through earnings and the non-credit component in other comprehensive income ("OCI") for those securities in which the Company does not intend to sell the security and it is more-likely-than-not that the Company will not be required to sell the security in the foreseeable future.

At September 30, 2011, the Company had 13 individual investments that were in an unrealized loss position for less than 12 months. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality. The majority of these securities are government or agency securities currently rated AA or AAA by Moody's or Standard and Poor's, and therefore, pose minimal credit risk. The Company considers the length of time and extent to which the fair value of available-for-sale debt securities have been less than cost to conclude whether such securities are other-than-temporarily impaired. We also consider other factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions. As the Company has no intent to sell securities with unrealized losses and it is not more-likely-than-not that the Company will be required to sell these securities before recovery of amortized cost, we have concluded that the securities are not impaired on an other-than-temporary basis.

During the second quarter of 2011, the Company recorded a $25,000 OTTI charge to earnings on its one private-label collateralized mortgage obligation ("CMO") which had been in an unrealized loss position for over 12 months. During the third quarter of 2011, the Company sold the $2.5 million CMO as part of an investment portfolio restructuring and recognized an additional loss of $512,000 on the security. In addition to the CMO, the Company sold $25.9 million of securities during the third quarter of 2011, recognizing a gain on sale of $527,000.

NOTE 3 - Loans and Allowance for Loan Losses

The following table summarizes the composition of our loan portfolio.



		September 30, 2011				December 31, 2010
(dollars in thousands)		Amount		% of Total		Amount		% of Total
Commercial
Owner occupied RE	$	148,524		25.1	%	137,873		24.1	%
Non-owner occupied RE		167,762		28.4	%	163,971		28.6	%
Construction		14,137		2.4	%	11,344		2.0	%
Business		109,541		18.5	%	109,450		19.1	%
Total commercial loans		439,964		74.4	%	422,638		73.8	%
Consumer
Real estate		53,881		9.1	%	54,161		9.5	%
Home equity		84,707		14.4	%	79,528		13.9	%
Construction		4,716		0.8	%	8,569		1.5	%
Other		8,381		1.4	%	8,079		1.4	%
Total consumer loans		151,685		25.7	%	150,337		26.3	%
Deferred origination fees, net		(594	)	(0.1	)%	(583	)	(0.1	)%
Total gross loans, net of deferred fees		591,055		100.0	%	572,392		100.0	%
Less—allowance for loan losses		(8,751	)			(8,386	)
Total loans, net	$	582,304				564,006

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following tables summarizes the loan maturity distribution by type and related interest rate characteristics based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below, because borrowers have the right to prepay obligations with or without prepayment penalties.



				September 30, 2011
(dollars in thousands)		One year or less		After one but within five years		After five years			Total
Commercial
Owner occupied RE	$	26,130		90,350		32,044			148,524
Non-owner occupied RE		56,172		102,808		8,782			167,762
Construction		7,857		2,072		4,208			14,137
Business		53,937		51,220		4,384			109,541
Total commercial loans		144,096		246,450		49,418			439,964
Consumer
Real estate		15,935		21,977		15,969			53,881
Home equity		13,820		24,816		46,071			84,707
Construction		4,251		300		165			4,716
Other		3,223		4,329		829			8,381
Total consumer loans		37,229		51,422		63,034			151,685
Deferred origination fees, net		(182	)	(299	)	(113	)		(594	)
Total gross loans, net of deferred fees	$	181,143		297,573		112,339			591,055
Loans maturing after one year with:
Fixed interest rates								$	225,083
Floating interest rates									184,829


				December 31, 2010
		One year or less		After one but within five years		After five years			Total
Commercial
Owner occupied RE	$	19,214		98,713		19,946			137,873
Non-owner occupied RE		55,593		100,252		8,126			163,971
Construction		6,661		4,010		673			11,344
Business		53,677		53,933		1,840			109,450
Total commercial loans		135,145		256,908		30,585			422,638
Consumer
Real estate		14,813		27,286		12,062			54,161
Home equity		9,406		31,398		38,724			79,528
Construction		7,139		649		781			8,569
Other		4,162		3,338		579			8,079
Total consumer		35,520		62,671		52,146			150,337
Deferred origination fees, net		(180	)	(319	)	(84	)		(583	)
Total gross loan, net of deferred fees	$	170,485		319,260		82,647			572,392
Loans maturing after one year with:
Fixed interest rates								$	200,230
Floating interest rates									201,677

Portfolio Segment Methodology

Commercial

Commercial loans are assessed for estimated losses by grading each loan using various risk factors identified through periodic reviews. We apply historic grade-specific loss factors to each funded loan. In the development of our statistically derived loan grade loss factors, we observe historical losses over a relevant period for each loan grade. These loss estimates are adjusted as appropriate based on additional analysis of external loss data or other risks identified from current economic conditions and credit quality trends. The allowance also includes an amount for the estimated impairment on nonaccrual commercial loans and commercial loans modified in a troubled debt restructuring ("TDR"), whether on accrual or nonaccrual status.

Consumer

For consumer loans, we determine the allowance on a collective basis utilizing forecasted losses to represent our best estimate of inherent loss. We pool loans, generally by product types with similar risk characteristics. In addition, we establish an allowance for consumer loans that have been modified in a TDR, whether on accrual or nonaccrual status.

Credit Quality Indicators

Commercial

We manage a consistent process for assessing commercial loan credit quality by monitoring our loan grading trends and past due statistics. All loans are subject to individual risk assessment. Our categories include Pass, Special Mention, Substandard, Doubtful, and Loss, each of which are defined by banking regulatory agencies. Delinquency statistics are also an important indicator of credit quality in the establishment of our allowance for credit losses.

The tables below provide a breakdown of outstanding commercial loans by risk category.



					September 30, 2011
(dollars in thousands)		Owner occupied RE	Non-owner occupied RE	Construction	Business	Total
Pass	$	139,480	142,933	11,789	99,388	393,590
Special Mention		3,675	6,150	-	3,019	12,844
Substandard		5,369	18,679	2,348	7,134	33,530
Doubtful		-	-	-	-	-
Loss		-	-	-	-	-
	$	148,524	167,762	14,137	109,541	439,964



					December 31, 2010
		Owner occupied RE	Non-owner occupied RE	Construction	Business	Total
Pass	$	127,959	145,166	8,887	101,985	383,997
Special Mention		4,762	3,365	-	2,774	10,901
Substandard		5,152	15,314	2,457	4,691	27,614
Doubtful		-	126	-	-	126
Loss		-	-	-	-	-
	$	137,873	163,971	11,344	109,450	422,638

The following tables provide past due information for outstanding commercial loans and include loans on nonaccrual status.


					September 30, 2011
(dollars in thousands)		Owner occupied RE	Non-owner occupied RE	Construction	Business	Total
Current	$	146,178	157,267	11,555	104,416	419,416
30-59 days past due		873	9,421	1,294	1,685	13,273
60-89 days past due		490	160	-	678	1,328
Greater than 90 Days		983	914	1,288	2,762	5,947
	$	148,524	167,762	14,137	109,541	439,964


					December 31, 2010
		Owner occupied RE	Non-owner occupied RE	Construction	Business	Total
Current	$	132,830	160,633	9,967	107,603	411,033
30-59 days past due		2,093	-	-	532	2,625
60-89 days past due		2,027	143	-	646	2,816
Greater than 90 Days		923	3,195	1,377	669	6,164
	$	137,873	163,971	11,344	109,450	422,638

Consumer

We manage a consistent process for assessing consumer loan credit quality by monitoring our loan grading trends and past due statistics. All loans are subject to individual risk assessment. Our categories include Pass, Special Mention, Substandard, Doubtful, and Loss, each of which are defined by banking regulatory agencies. Delinquency statistics are also an important indicator of credit quality in the establishment of our allowance for credit losses.

The tables below provide a breakdown of outstanding consumer loans by risk category.


					September 30, 2011
(dollars in thousands)		Real estate	Home equity	Construction	Other	Total
Pass	$	50,649	82,588	4,716	7,951	145,904
Special Mention		313	807	-	48	1,168
Substandard		2,919	1,312	-	382	4,613
Doubtful		-	-	-	-	-
Loss		-	-	-	-	-
	$	53,881	84,707	4,716	8,381	151,685


					December 31, 2010
		Real estate	Home equity	Construction	Other	Total
Pass	$	51,468	77,064	8,569	7,526	144,627
Special Mention		477	1,237	-	395	2,109
Substandard		2,216	1,227	-	158	3,601
Doubtful		-	-	-	-	-
Loss		-	-	-	-	-
	$	54,161	79,528	8,569	8,079	150,337

The following tables provide past due information for outstanding consumer loans and include loans on nonaccrual status.


					September 30, 2011
(dollars in thousands)		Real estate	Home equity	Construction	Other	Total
Current	$	51,752	83,265	4,716	8,265	147,998
30-59 days past due		996	1,089	-	110	2,195
60-89 days past due		133	-	-	6	139
Greater than 90 Days		1,000	353	-	-	1,353
	$	53,881	84,707	4,716	8,381	151,685


					December 31, 2010
		Real estate	Home equity	Construction	Other	Total
Current	$	53,283	79,002	8,569	8,059	148,913
30-59 days past due		457	234	-	7	698
60-89 days past due		338	101	-	13	452
Greater than 90 Days		83	191	-	-	274
	$	54,161	79,528	8,569	8,079	150,337

Nonperforming assets

The following table shows the nonperforming assets and the related percentage of nonperforming assets to total assets and gross loans. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that collection of the contractual principal or interest on the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when received.


(dollars in thousands)	September 30, 2011			December 31, 2010
Commercial
Owner occupied RE	$	983		1,183
Non-owner occupied RE		740		3,311
Construction		1,288		1,377
Business		976		1,781
Consumer
Real estate		1,134		928
Home equity		385		251
Construction		-		-
Other		4		7
Nonaccruing troubled debt restructurings		3,708		488
Total nonaccrual loans, including nonaccruing TDRs		9,218		9,326
Other real estate owned		3,262		5,629
Total nonperforming assets	$	12,480		14,955
Nonperforming assets as a percentage of:
Total assets		1.65	%	2.03	%
Gross loans		2.11	%	2.61	%
Total loans over 90 days past due	$	7,300		6,439
Loans over 90 days past due and still accruing		-		-
Accruing troubled debt restructurings		4,083		-

Impaired Loans

The table below summarizes key information for impaired loans. Our impaired loans include loans on nonaccrual status and loans modified in a TDR, whether on accrual or nonaccrual status. These impaired loans may have estimated impairment which is included in the allowance for loan losses.


			September 30, 2011
			Recorded investment
					Impaired loans
		Unpaid			with related	Related
		Principal		Impaired	allowance for	allowance for
(dollars in thousands)		Balance		loans	loan losses	loan losses
Commercial
Owner occupied RE	$	4,614		4,614	4,178	776
Non-owner occupied RE		1,481		1,331	727	408
Construction		4,030		1,288	841	48
Business		3,738		3,288	3,069	1,320
Total commercial		13,863		10,521	8,815	2,552
Consumer
Real estate		2,074		1,991	1,463	219
Home equity		392		392	392	59
Construction		-		-	-	-
Other		4		4	4	1
Total consumer		2,470		2,387	1,859	279
Total	$	16,333		12,908	10,674	2,831


			December 31, 2010
			Recorded investment
					Impaired loans
		Unpaid			with related	Related
		Principal		Impaired	allowance for	allowance for
		Balance		loans	loan losses	loan losses
Commercial
Owner occupied RE	$	1,316		1,183	1,186	-
Non-owner occupied RE		3,754		3,455	1,207	772
Construction		4,052		1,377	-	-
Business		2,675		2,125	1,885	771
Total commercial		11,797		8,140	4,278	1,543
Consumer
Real estate		929		929	929	344
Home equity		250		250	250	-
Construction		-		-	-	-
Other		7		7	-	-
Total consumer		1,186		1,186	1,179	344
Total	$	12,983		9,326	5,457	1,887

The following table disaggregates our allowance for loan losses and recorded investment in loans by impairment methodology.


						September 30, 2011
		Allowance for loan losses			Recorded investment in loans
(dollars in thousands)		Commercial	Consumer	Total	Commercial	Consumer	Total
Individually evaluated	$	2,552	-	2,552	10,521	-	10,521
Collectively evaluated		5,247	952	6,199	429,443	151,685	581,128
Total	$	7,799	952	8,751	439,964	151,685	591,649


						December 31, 2010
		Allowance for loan losses			Recorded investment in loans
		Commercial	Consumer	Total	Commercial	Consumer	Total
Individually evaluated	$	1,552	-	1,552	8,140	-	8,140
Collectively evaluated		5,154	1,447	6,601	414,498	150,337	564,835
Total	$	6,706	1,447	8,153	422,638	150,337	572,975

Allowance for Loan Losses

The allowance for loan losses is management's estimate of credit losses inherent in the loan portfolio at the balance sheet date. We have an established process to determine the adequacy of the allowance for loan losses that assesses the losses inherent in our portfolio. While we attribute portions of the allowance to specific portfolio segments, the entire allowance is available to absorb credit losses inherent in the total loan portfolio. Our process involves procedures to appropriately consider the unique risk characteristics of our commercial and consumer loan portfolio segments. For each portfolio segment, impairment is measured collectively for groups of smaller loans with similar characteristics and individually for larger impaired loans. Our allowance levels are influenced by loan volumes, loan grade migration or delinquency status, historic loss experience and other economic conditions. Since December 31, 2010, we have modified our allowance methodology related to the commercial and consumer loan portfolios to use historical loss rates in determining the appropriate level of allowance needed. In addition, we have allocated the unallocated component of the allowance that existed at December 31, 2010 into the commercial and consumer portfolio segments.

Included in the allowance for loan losses for both portfolio segments is a component that reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. Uncertainties and subjective issues such as changes in the lending policies and procedures, changes in the local/national economy, changes in volume or type of credits, changes in volume/severity or problem loans, quality of loan review and board of director oversight, concentrations of credit, and peer group comparisons are factors considered.

While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review our allowances for losses on loans. Such agencies may require us to recognize additions to the allowances based on their judgments about information available to them at the time of their examination. Because of these factors, it is possible that the allowances for losses on loans may change.

The following table summarizes the activity related to our allowance for loan losses:


		Nine months ended September 30,
(dollars in thousands)		2011		2010
Balance, beginning of period	$	8,386		7,760
Provision for loan losses		3,045		4,975
Loan charge-offs:
Commercial
Owner occupied RE		(72	)	(10	)
Non-owner occupied RE		(252	)	(970	)
Construction		(67	)	-
Business		(1,895	)	(2,820	)
Total commercial		(2,286	)	(3,800	)
Consumer
Real estate		(102	)	(235	)
Home equity		(175	)	(261	)
Construction		-		-
Other		(200	)	(155	)
Total consumer		(477	)	(651	)
Total loan charge-offs		(2,763	)	(4,451	)
Loan recoveries:
Commercial
Owner occupied RE		15		1
Non-owner occupied RE		42		-
Business		25		119
Construction		-		-
Total commercial		82		120
Consumer
Real estate		-		4
Home equity		1		2
Construction		-		-
Other		-		1
Total consumer		1		7
Total recoveries		83		127
Net loan charge-offs		(2,680	)	(4,324	)
Balance, end of period	$	8,751		8,411
Net charge-offs to average loans (annualized)		0.62	%	1.00	%
Allowance for loan losses to gross loans		1.48	%	1.45	%
Allowance for loan losses to nonperforming loans		94.94	%	81.26	%

The following tables summarize the activity in the allowance for loan losses by our commercial and consumer portfolio segments.


				Nine months ended September 30, 2011
(dollars in thousands)		Commercial		Consumer		Unallocated		Total
Balance, beginning of period	$	6,706		1,447		233		8,386
Provision		3,297		(19	)	(233	)	3,045
Loan charge-offs		(2,286	)	(477	)	-		(2,763	)
Loan recoveries		82		1				83
Net loan charge-offs		(2,204	)	(476	)	-		(2,680	)
Balance, end of period	$	7,799		952		-		8,751


						Year ended December 31, 2010
		Commercial		Consumer			Unallocated	Total
Balance, beginning of period	$	6,204		1,545			11	7,760
Provision		3,999		1,389			222	5,610
Loan charge-offs		(3,665	)	(1,495	)		-	(5,160	)
Loan recoveries		168		8			-	176
Net loan charge-offs		(3,497	)	(1,487	)		-	(4,984	)
Balance, end of period	$	6,706		1,447			233	8,386

NOTE 4 - Troubled Debt Restructurings

The Company considers a loan to be a TDR when the debtor experiences financial difficulties and the Company provides concessions such that we will not collect all principal and interest in accordance with the original terms of the loan agreement. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. At September 30, 2011 we had 24 loans totaling $7.8 million and two loans totaling $488,000 at December 31, 2010, which we considered as TDRs.

Our policy with respect to accrual of interest on loans restructured in a TDR follows relevant supervisory guidance. That is, if a borrower has demonstrated performance under the previous loan terms and shows capacity to perform under the restructured loan terms; continued accrual of interest at the restructured interest rate is likely. If a borrower was materially delinquent on payments prior to the restructuring, but shows capacity to meet the restructured loan terms, the loan will likely continue as nonaccrual going forward. Lastly, if the borrower does not perform under the restructured terms, the loan is placed on nonaccrual status.

We will continue to closely monitor these loans and will cease accruing interest on them if management believes that the borrowers may not continue performing based on the restructured note terms. If, after previously being classified as a TDR, a loan is restructured a second time, then that loan is automatically placed on nonaccrual status. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance with the loan terms before that loan can be placed back on accrual status. Further, the borrower must show capacity to continue performing into the future prior to restoration of accrual status. To date, we have restored one nonaccrual loan classified as a TDR to accrual status.

As a result of adopting the amendments in ASU 2011-02, we reassessed all restructurings that occurred on or after the beginning of the fiscal year of adoption (January 1, 2011) to determine whether they are considered TDRs under the amended guidance. The amendments in ASU 2011-02 require prospective application of the impairment measurement guidance in ASC 310-10-35 for those loans newly identified as impaired.

The following table summarizes the recorded investment in our troubled debt restructurings before and after their modification during the respective period.


	For the three months ended			For the nine months ended
	September 30, 2011			September 30, 2011
(dollars in thousands)	Number of Loans	Pre-Modification Outstanding Recorded Investment	Post-Modification Outstanding Recorded Investment	Number of Loans	Pre- Modification Outstanding Recorded Investment	Post-Modification Outstanding Recorded Investment
Commercial
Owner occupied RE	-	-	-	2	3,013	3,013
Non-owner occupied RE	-	-	-	2	180	180
Construction	-	-	-	-	-	-
Business	2	557	565	10	1,925	1,932
Consumer
Real estate	-	-	-	1	335	335
Home equity	-	-	-	-	-	-
Construction	-	-	-	-	-	-
Other	-	-	-	-	-	-
Total loans	2	557	565	15	5,453	5,460

During the three and nine months ended September 30, 2011, the Bank modified two and 15 loans, respectively, that were considered to be TDRs. We reduced or deferred scheduled payments for 9 of the loans and converted six of them to interest only terms during the nine months ended September 30, 2011. In addition, we capitalized interest on one of these loans at the time of modification.

The following table summarizes the troubled debt restructurings that are more than 30 days past due, and have subsequently defaulted during the respective period.


	For the three months ended		For the nine months ended
	September 30, 2011		September 30, 2011
	Number of	Recorded	Number of	Recorded
(dollars in thousands)	Loans	Investment	Loans	Investment
Commercial
Owner occupied RE	-	-	-	-
Non-owner occupied RE	-	-	1	28
Construction	-	-	-	-
Business	8	1,435	10	2,084
Consumer
Real estate	-	-	1	329
Home equity	-	-	-	-
Construction	-	-	-	-
Other	-	-	-	-
Total loans	8	1,435	12	2,441

During the nine months ended September 30, 2011, 12 loans that had previously been restructured, were in default, eight of which went into default during the third quarter of 2011.

In the determination of the allowance for loan losses, management considers TDRs on commercial loans and subsequent defaults in these restructurings by measuring impairment, on a loan by loan basis, based on 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. Consumer loans, which we typically consider to be homogeneous, are collectively evaluated for impairment.

NOTE 5 - Fair Value Accounting

FASB ASC 820, "Fair Value Measurement and Disclosures," defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:


				Level 1
				Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include certain debt and equity securities that are traded in an active exchange market.
				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 2 assets and liabilities include fixed income securities and mortgage-backed securities that are held in the Company's available-for-sale portfolio and impaired loans.
				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. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.

Following is a description of valuation methodologies used for assets recorded at fair value.

Investment Securities

Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange or U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored entities, municipal bonds and corporate debt securities. In certain cases where there is limited activity or less transparency around inputs to valuations, securities are classified as Level 3 within the valuation hierarchy. Securities held to maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. The carrying value of Other Investments, such as Federal Reserve Bank and Federal Home Loan Bank ("FHLB") stock, approximates fair value based on their redemption provisions.

Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan may be considered impaired and an allowance for loan losses may be established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures the impairment in accordance with FASB ASC 310, "Receivables." The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At September 30, 2011, substantially all of the impaired loans were evaluated based on the fair value of the collateral. In accordance with FASB ASC 820, "Fair Value Measurement and Disclosures," impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company considers the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the impaired loan as nonrecurring Level 3.

Other Real Estate Owned ("OREO")

OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and generally any subsequent adjustments to the value are recorded as a component of real estate owned activity.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.


			September 30, 2011
(dollars in thousands)		Quoted market price in active markets (Level 1)	Significant other observable inputs (Level 2)	Significant unobservable inputs (Level 3)
Securities available for sale
State and political subdivisions	$	-	12,929	-
Government agencies		-	1,001	-
Mortgage-backed securities		-	67,082	-
Other investments		-	-	8,028
Total	$	-	81,012	8,028


			December 31, 2010
		Quoted market price in active markets (Level 1)	Significant other observable inputs (Level 2)	Significant unobservable inputs (Level 3)
Securities available for sale
State and political subdivisions	$	-	11,166	-
Mortgage-backed securities & CMO		-	50,102	2,515
Other investments		-	-	9,070
Total	$	-	61,268	11,585

The Company has no liabilities carried at fair value or measured at fair value on a recurring or nonrecurring basis.

The table below presents a reconciliation for the period of January 1, 2011 to September 30, 2011 for all Level 3 assets that are measured at fair value on a recurring basis.


(dollars in thousands)		Collateralized mortgage obligations		Other investments
Balance, beginning of period	$	2,515		9,070
Total realized and unrealized gains or losses:
Included in earnings		(25	)	-
Included in other comprehensive income		(5	)	-
Purchases, sales and principal reductions		(179	)	(1,042	)
Transfers in and/or out of Level 3		(2,306	)	-
Balance, end of period	$	-		8,028

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company is predominantly an asset based lender with real estate serving as collateral on approximately 80% of loans as of September 30, 2011. Loans which are deemed to be impaired are valued net of the allowance for loan losses and real estate acquired in settlement of loans are valued at the lower of cost or net realizable value of the underlying real estate collateral. Such market values are generally obtained using independent appraisals, which the Company considers to be level 2 inputs. The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis.


				As of September 30, 2011
(dollars in thousands)		Quoted market price in active markets (Level 1)	Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Impaired loans	$	-	9,629		-
Other real estate owned		-	2,005		1,257
				As of December 31, 2010
		Quoted market price in active markets (Level 1)	Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Impaired loans	$	-	6,588		-
Other real estate owned		-	3,887		1,742

Fair Value of Financial Instruments

Financial instruments require disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange of cash. Certain items are specifically excluded from the disclosure requirements, including the Company's common stock, premises and equipment and other assets and liabilities.

The following is a description of valuation methodologies used to estimate fair value for certain other financial instruments.

Fair value approximates carrying value for the following financial instruments due to the short-term nature of the instrument: cash and due from banks, federal funds sold, federal funds purchased, and securities sold under agreement to repurchase.

Bank Owned Life Insurance - The cash surrender value of bank owned life insurance policies held by the Bank approximates fair values of the policies.

Deposit Liabilities - Fair value for demand deposit accounts and interest-bearing accounts with no fixed maturity date is equal to the carrying value. The fair value of certificate of deposit accounts are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.

FHLB Advances and Other Borrowings - Fair value for FHLB advances and other borrowings are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.

Junior subordinated debentures - Fair value for junior subordinated debentures are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.

The Company has used management's best estimate of fair value based on the above assumptions. Thus, the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses, which would be incurred in an actual sale or settlement, are not taken into consideration in the fair value presented.

The estimated fair values of the Company's financial instruments at September 30, 2011 and December 31, 2010 are as follows:


		September 30, 2011		December 31, 2010
(dollars in thousands)		Carrying Amount	Fair Value	Carrying Amount	Fair Value
Financial Assets:
Cash and cash equivalents	$	40,050	40,050	53,850	53,850
Investment securities available for sale		81,012	81,012	63,783	63,783
Other investments		8,028	8,028	9,070	9,070
Loans, net		582,304	597,449	564,006	575,803
Bank owned life insurance		17,916	17,916	14,528	14,528
Financial Liabilities:
Deposits		554,676	517,712	536,296	489,525
FHLB and other borrowings		122,700	140,681	122,700	140,493
Junior subordinated debentures		13,403	3,959	13,403	2,563

NOTE 6 - Preferred Stock Issuance

On February 27, 2009, as part of the Treasury Department's Capital Purchase Program ("CPP"), the Company entered into a Letter Agreement and a Securities Purchase Agreement (collectively, the "CPP Purchase Agreement") with the Treasury Department, pursuant to which the Company sold 17,299 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series T (the "Series T Preferred Stock") and a warrant (the "CPP Warrant") to purchase 363,609.4 shares of the Company's common stock for an aggregate purchase price of $17.3 million in cash. The Series T Preferred Stock qualifies as Tier 1 capital and is entitled to cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter. The Company must consult with the OCC before it may redeem the Series T Preferred Stock but, contrary to the original restrictions in the Emergency Economic Stabilization Act of 2008 (the "EESA"), will not necessarily be required to raise additional equity capital in order to redeem this stock. The CPP Warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments equal to $7.136 per share of the common stock. The fair value allocation of the $17.3 million between the shares of Series T Preferred Stock and the CPP Warrant resulted in $15.9 million allocated to the shares of Series T Preferred Stock and $1.4 million allocated to the CPP Warrant.

NOTE 7 - Earnings Per Common Share and Stock Dividend

On January 18, 2011, the Company's Board of Directors approved a ten percent stock dividend to the Company's shareholders. The record date for shareholders entitled to receive the stock dividend was January 28, 2011 and the distribution date was February 14, 2011. Certain amounts in our Consolidated Balance Sheets, including common shares outstanding, have been adjusted for the prior period to reflect the stock dividend. In addition, earnings per share and average shares outstanding in our Consolidated Statements of Income have been adjusted for the prior period to reflect the stock dividend.

The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three and nine month periods ended September 30, 2011 and 2010. Dilutive common shares arise from the potentially dilutive effect of the Company's stock options and warrants that are outstanding. The assumed conversion of stock options and warrants can create a difference between basic and dilutive net income per common share. At September 30, 2011 and 2010, 79,970 and 684,929 options, respectively, were anti-dilutive in the calculation of earnings per share as their exercise price exceeded the fair market value.


			Three months ended September 30,
(dollars in thousands, except share data)			2011		2010
Numerator:
Net income		$	483	$	337
Less:	Preferred stock dividend		216		216
	Discount accretion (1)		70		66
Net income available to common shareholders (1)		$	197	$	55
Denominator:
Weighted-average common shares outstanding - basic			3,473,613		3,457,499
Common stock equivalents			103,563		999
Weighted-average common shares outstanding - diluted			3,577,176		3,458,498
Earnings per common share (1):
Basic		$	0.06	$	0.02
Diluted		$	0.05	$	0.02


			Nine months ended September 30,
(dollars in thousands, except share data)			2011		2010
Numerator:
Net income		$	1,649	$	450
Less:	Preferred stock dividend		649		649
	Discount accretion (1)		207		193
Net income (loss) available to common shareholders (1)		$	793	$	(392	)
Denominator:
Weighted-average common shares outstanding - basic			3,471,308		3,452,131
Common stock equivalents			87,949		-
Weighted-average common shares outstanding - diluted			3,559,257		3,452,131
Earnings (loss) per common share (1):
Basic		$	0.23	$	(0.11	)
Diluted		$	0.22	$	(0.11	)

(1)	See Note 1 to financial statements for information related to a correction of an error.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion reviews our results of operations for the three and nine month periods ended September 30, 2011 as compared to the three and nine month periods ended September 30, 2010 and assesses our financial condition as of September 30, 2011 as compared to December 31, 2010. You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements and the related notes and the consolidated financial statements and the related notes for the year ended December 31, 2010 included in our Annual Report on Form 10-K for that period. Results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results for the year ending December 31, 2011 or any future period.

Discussion of forward-looking statements

This report, including information included or incorporated by reference in this document, contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may relate to our financial condition, results of operation, plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words "may," "would," "could," "should," "will," "expect," "anticipate," "predict," "project," "potential," "believe," "continue," "assume," "intend," "plan," and "estimate," as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those anticipated in any forward-looking statements include, but are not limited to, those described under Item 1A- Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2010, as well as the following:

•	changes in political conditions and the legislative or regulatory environment, including the effect of the recent financial reform legislation on the banking and financial services industries;

•	general economic conditions in the U.S., including the possibility of a prolonged period of limited economic growth; disruptions to the credit and financial markets; and contractions or limited growth in consumer spending or consumer credit;

•

reduced earnings due to higher credit losses, including losses in the sectors of our loan portfolio secured by real estate, may be greater than expected due to economic factors, including, but not limited to, declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors;

•	reduced earnings due to higher credit losses because our loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral;

•	the high concentration of our real estate-based loans collateralized by real estate in a weak commercial real estate market;

•	our ability to comply with our Formal Agreement and potential regulatory actions if we fail to comply;

•	restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our goals;

•	significant increases in competitive pressure in the banking and financial services industries;

•	changes in the interest rate environment which could reduce anticipated margins;

•	general economic conditions, either nationally or regionally and especially in our primary service area, being less favorable than expected, resulting in, among other things, a deterioration in credit quality;

•	changes occurring in business conditions and inflation;

•	changes in deposit flows;

•	changes in technology;

•	changes in monetary and tax policies;

•	adequacy of the level of our allowance for loan losses;

•	the rate of delinquencies and amount of loans charged-off;

•	the rate of loan growth;

•	adverse changes in asset quality and resulting credit risk-related losses and expenses;

•	loss of consumer confidence and economic disruptions resulting from terrorist activities;

•	changes in the securities markets; and

•	other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission (the "SEC").

All forward-looking statements in this report are based on information available to us as of the date of this report. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee you that these expectations will be achieved. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

These risks are exacerbated by the developments over the last three years in local, national and international financial markets, and we are unable to predict what effect these uncertain market conditions will continue to have on our Company. During the first nine months of 2011, there was a general expectation within the economic and business community that conditions, while slow by historical standards, were stabilizing and were expected to show continued improvement. However, as a result of U.S. government fiscal challenges and resulting downgrade of the U.S. government debt by Standard & Poor's, continued volatility in European sovereign and bank debt, little to no improvement in domestic employment conditions, and the economic and monetary policy statements by the Board of Governors of the Federal Reserve System (the "Federal Reserve") during the third quarter of 2011, an increasing number of economists began predicting more negative economic forecasts and the possibility of a "double-dip" recession. There can be no assurance that these unprecedented negative developments will not materially and adversely affect our business, financial condition and results of operations.

Overview

We were incorporated in March 1999 to organize and serve as the holding company for Greenville First Bank, N.A. On July 2, 2007, we changed the name of our Company and Bank to Southern First Bancshares, Inc. and Southern First Bank, N.A., respectively. Since we opened our Bank in January 2000, we have experienced growth in total assets, loans, deposits, and shareholders' equity.

Our business model continues to be client-focused, utilizing relationship teams to provide our clients with a specific banker contact and support team responsible for all of their banking needs. The purpose of this structure is to provide a consistent and superior level of professional service, and we believe it provides us with a distinct competitive advantage. We consider exceptional client service to be a critical part of our culture, which we refer to as "ClientFIRST."

Like most community banks, we derive the majority of our income from interest received on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits and borrowings. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities, which is called our net interest spread.

There are risks inherent in all loans, so we maintain an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible. We maintain this allowance by charging a provision for loan losses against our operating earnings for each period. We have included a detailed discussion of this process, as well as several tables describing our allowance for loan losses.

In addition to earning interest on our loans and investments, we earn income through fees and other charges to our clients. We have also included a discussion of the various components of this noninterest income, as well as of our noninterest expense.

Economic conditions, competition, and the monetary and fiscal policies of the Federal government significantly affect most financial institutions, including the Bank. Lending and deposit activities and fee income generation are influenced by levels of business spending and investment, consumer income, consumer spending and savings, capital market activities, and competition among financial institutions, as well as customer preferences, interest rate conditions and prevailing market rates on competing products in our market areas.

The following discussion and analysis also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with our financial statements and the other statistical information included in our filings with the SEC.

The first nine months of 2011 continue to reflect the tumultuous economic conditions which have negatively impacted our clients' liquidity and credit quality. Concerns regarding increased credit losses from the weakening economy have negatively affected capital and earnings of most financial institutions, including our Bank. Financial institutions have experienced significant declines in the value of collateral for real estate loans and heightened credit losses, which have resulted in record levels of non-performing assets, charge-offs and foreclosures.

Liquidity in the debt markets remains low in spite of efforts by the U.S. Treasury and the Federal Reserve to inject capital into financial institutions. The federal funds rate set by the Federal Reserve has remained at 0.25% since December 2008, following a decline from 4.25% to 0.25% during 2008 through a series of seven rate reductions.

The weak economic conditions are expected to continue through the remainder of 2011. Financial institutions likely will continue to experience heightened credit losses and higher levels of non-performing assets, charge-offs and foreclosures. In light of these conditions, financial institutions also face heightened levels of scrutiny from federal and state regulators. These factors negatively influenced, and likely will continue to negatively influence, earning asset yields at a time when the market for deposits is intensely competitive. As a result, financial institutions experienced, and are expected to continue to experience, pressure on credit costs, loan yields, deposit and other borrowing costs, liquidity, and capital.

Earnings Review

Our net income was $483,000 and $337,000 for the three months ended September 30, 2011 and 2010, respectively, an increase of $146,000. After our dividend payment to the U.S. Treasury as preferred shareholder, net income to common shareholders was $197,000, or diluted earnings per share ("EPS") of $0.05, for the third quarter of 2011 as compared to net income to common shareholders of $55,000, or diluted EPS of $0.02 for the same period in 2010. The increase in net income resulted primarily from an increase in net interest income and an increase in noninterest income, partially offset by increases in the provision for loan losses and noninterest expense. Our efficiency ratio, excluding gains on sale of investment securities and real estate owned activity, was 64.9% for the third quarter of 2011 compared to 61.7% for the same period in 2010. The improvement in the efficiency ratio relates primarily to the increase in net interest income and noninterest income, excluding the gain on sale of securities, during the 2011 period.

Our net income for the first nine months of 2011 was $1.7 million as compared to $450,000 for the first nine months of 2010. Net income to common shareholders was $793,000, or diluted EPS of $0.22, for the nine months ended September 30, 2011, while we incurred a net loss to common shareholders of $392,000, or diluted EPS of $(0.11), during the nine months ended September 30, 2010.

Net Interest Income and Margin

Our level of net interest income is determined by the level of earning assets and the management of our net interest margin. For the three month period ended September 30, 2011, our net interest income was $6.0 million, a 14.2% increase over net interest income of $5.2 million for the same period in 2010. In comparison, our average earning assets increased $13.2 million during the third quarter of 2011 compared to the third quarter of 2010, while our interest bearing liabilities decreased by $1.1 million during the same period. The increase in average earning assets is primarily related to an increase in federal funds sold while the decrease in average interest-bearing liabilities is a result of a $1.7 million decrease in notes payable and other borrowings.

During the nine months ended September 30, 2011 and 2010, our net interest income was $17.2 million and $14.9 million, respectively, an increase of $2.3 million, or 15.2%. Despite a $9.9 million increase in average interest earning assets during the first nine months of 2011 compared to the same period in 2010, interest income decreased by $448,000; however, interest expense on our deposits and borrowings decreased by $2.7 million compared to the prior year period. The larger decrease in interest expense resulted in the $2.3 million increase in our net interest margin during the nine months ended September 30, 2011 compared to the same period of the prior year.

Our net interest margin increased from 3.00% for the three months ended September 30, 2010 to 3.36% for the three months ended September 30, 2011. In addition, our net interest margin increased to 3.27% from 2.87% for the nine months ended September 30, 2011 and 2010, respectively. The increase in net interest margin during the three and nine month periods ended September 30, 2011 compared to the prior year is driven primarily by reduced costs related to our deposits and borrowings rather than from increased interest income. While we do not expect our loan yields to change significantly in the near future, we do anticipate our future deposit costs to continue to decrease as we have approximately $103.7 million of retail CDs scheduled to mature and reprice in the next six months combined with maturities of $10.8 million of wholesale CDs which we do not anticipate replacing.

We have included a number of tables to assist in our description of various measures of our financial performance. For example, the "Average Balances, Income and Expenses, Yields and Rates" table reflects the average balance of each category of our assets and liabilities as well as the yield we earned or the rate we paid with respect to each category during the three and nine month periods ended September 30, 2011 and 2010. A review of this table shows that our loans typically provide higher interest yields than do other types of interest-earning assets, which is why we direct a substantial percentage of our earning assets into our loan portfolio. Similarly, the "Rate/Volume Analysis" table demonstrates the effect of changing interest rates and changing volume of assets and liabilities on our financial condition during the periods shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included tables to illustrate our interest rate sensitivity with respect to interest-earning accounts and interest-bearing accounts. Finally, we have included various tables that provide detail about our investment securities, our loans, our deposits, and other borrowings.

The following table sets forth information related to our average balance sheets, average yields on assets, and average costs of liabilities. We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. During the same periods, we had no securities purchased with agreements to resell. All investments owned have an original maturity of over one year. Nonaccrual loans are included in the following tables. Loan yields have been reduced to reflect the negative impact on our earnings of loans on nonaccrual status. The net of capitalized loan costs and fees are amortized into interest income on loans.

Average Balances, Income and Expenses, Yields and Rates



		For the Three Months Ended September 30,
		2011					2010
(dollars in thousands)		Average Balance		Income/ Expense	Yield/ Rate(1)		Average Balance		Income/ Expense	Yield/ Rate(1)
Interest-earning assets
Federal funds sold	$	34,786	$	20	0.23%	$	22,103	$	13	0.23	%
Investment securities, taxable		78,986		489	2.46%		86,700		576	2.64	%
Investment securities, nontaxable (2)		14,607		177	4.82%		10,504		137	5.18	%
Loans		584,312		8,231	5.59%		580,236		8,318	5.69	%
Total interest-earning assets		712,691		8,917	4.96%		699,543		9,044	5.13	%
Noninterest-earning assets		41,253					43,229
Total assets	$	753,944				$	742,772
Interest-bearing liabilities
NOW accounts	$	138,494		330	0.95%	$	113,119		393	1.38	%
Savings & money market		115,071		227	0.78%		94,783		225	0.94	%
Time deposits		237,013		1,094	1.83%		282,061		1,739	2.45	%
Total interest-bearing deposits		490,578		1,651	1.34%		489,963		2,357	1.91	%

Note payable and other borrowings		122,700		1,140	3.69%		124,382		1,309	4.18	%
Junior subordinated debentures		13,403		86	2.55%		13,403		95	2.81	%
Total interest-bearing liabilities		626,681		2,877	1.82%		627,748		3,761	2.38	%

Noninterest-bearing liabilities		65,112					54,454
Shareholders' equity		62,151					60,570
Total liabilities and shareholders' equity	$	753,944				$	742,772
Net interest spread					3.14%					2.75	%
Net interest income (tax equivalent) / margin			$	6,040	3.36%			$	5,283	3.00	%
Less: tax-equivalent adjustment (2)				66					52
Net interest income			$	5,974				$	5,231

(1)	Annualized for the three month period.
(2)	The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield on a taxable basis.

Our net interest margin, on a tax-equivalent basis, was 3.36% for the three months ended September 30, 2011 compared to 3.28% for the previous quarter of 2011 and 3.00% for the third quarter of 2010. The 36 basis point increase in net interest margin during the third quarter of 2011 was driven primarily by a 56 basis point reduction in the cost of our interest bearing liabilities compared to the same period in 2010.

Despite the $13.2 million increase in interest-earning assets during the third quarter of 2011, our interest income decreased by $127,000 or 17 basis points. The decline in yield on our interest earning assets was driven primarily by the increased levels of federal funds sold which yielded interest at only 23 basis points, combined with lower balances in our taxable investment securities. In addition, the yield on our investment securities decreased during the three months ended September 30, 2011 compared to the same period in 2010 as a result of the investment transactions we initiated during 2010 when we determined to utilize the gains in our investment portfolio. The securities we purchased yielded lower rates than the investment securities we sold. During the third quarter of 2011, our loan balances increased by $4.1 million as compared to the same period in 2010

and our loan yield decreased by 10 basis points. The decrease in loan yield was driven primarily by loans being originated or renewed at market rates which are lower than those in the past.

Our interest expense also decreased during the third quarter of 2011 as compared to the third quarter of 2010 due to lower rates on our interest-bearing liabilities. While our average interest-bearing liabilities decreased by $1.1 million during the third quarter of 2011, compared to the same period in 2010, the rate on these liabilities decreased by 56 basis points. In effect, our interest-bearing liabilities continue to reprice downward at a faster rate than our interest-earning assets. However, as of September 30, 2011, a majority of our FHLB advances were at fixed interest rates, while all of our other borrowings, including notes payable and junior subordinated debt, had variable interest rates.

Our net interest spread was 3.14% for the three months ended September 30, 2011 compared to 2.75% for the same period in 2010. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The 56 basis point reduction in rate on our interest-bearing liabilities, partially offset by a 17 basis point decline in yield on our earning assets, resulted in a 39 basis point increase in our net interest spread for the 2011 period.



		For the Nine Months Ended September 30,
		2011					2010
(dollars in thousands)		Average Balance		Income/ Expense	Yield/ Rate(1)		Average Balance		Income/ Expense	Yield/ Rate(1)
Interest-earning assets
Federal funds sold	$	49,925	$	88	0.24%	$	20,564	$	34	0.22	%
Investment securities, taxable		66,699		1,290	2.59%		91,118		2,216	3.25	%
Investment securities, nontaxable (2)		12,424		485	5.22%		7,164		300	5.60	%
Loans		579,975		24,664	5.69%		580,258		24,355	5.61	%
Total interest-earning assets		709,023		26,527	5.00%		699,104		26,905	5.15	%
Noninterest-earning assets		41,399					43,359
Total assets	$	750,422				$	742,463
Interest-bearing liabilities
NOW accounts	$	138,495		1,146	1.11%	$	86,207		782	1.21	%
Savings & money market		108,187		657	0.81%		94,217		716	1.02	%
Time deposits		246,856		3,670	1.99%		303,285		5,745	2.53	%
Total interest-bearing deposits		493,538		5,473	1.48%		483,709		7,243	2.00	%

Note payable and other borrowings		122,700		3,434	3.74%		135,260		4,373	4.32	%
Junior subordinated debentures		13,403		259	2.58%		13,403		266	2.65	%
Total interest-bearing liabilities		629,641		9,166	1.95%		632,372		11,882	2.51	%

Noninterest-bearing liabilities		59,736					49,433
Shareholders' equity		61,045					60,658
Total liabilities and shareholders' equity	$	750,422				$	742,463
Net interest spread					3.06%					2.63	%
Net interest income (tax equivalent) / margin			$	17,361	3.27%			$	15,023	2.87	%
Less: tax-equivalent adjustment (2)				184					114
Net interest income			$	17,177				$	14,909

(1)	Annualized for the nine month period.
(2)	The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield on a taxable basis.

Our tax-equivalent net interest margin increased to 3.27% for the nine months ended September 30, 2011 from 2.87% for the nine months ended September 30, 2010 and 2.91% for the year ended December 31, 2010. The 40 basis point increase in net interest margin for the 2011 period was driven primarily by the 56 basis point decrease in the cost of our interest-bearing liabilities.

Our interest income declined by $378,000 despite higher levels of interest-earning assets during the first nine months of 2011 due primarily to higher federal funds sold balances which yield interest at only 23 basis points compared to our higher earning investment and loan balances. Offsetting the decline in interest income was a $2.7 million decrease in interest expense, which resulted in an increase of $2.3 million in net interest income during the first nine months of 2011. While our average interest-bearing deposits balance increased $9.8 million during the nine months ended September 30, 2011, the cost of the deposits decreased by 52 basis points, reducing overall interest expense by $1.8 million for the nine month period compared to the prior year. In addition, a $12.6 million reduction in the average balances and 54 basis point decline" in the combined cost of our note payable and other borrowings and junior subordinated debentures resulted in an additional $946,000 decrease in interest expense.

Our net interest spread for the nine months ended September 30, 2011 and 2010 was 3.06% and 2.63%, respectively. The net interest spread measures the difference in the yield on our interest-earning assets and cost of our interest-bearing deposits. The 43 basis point increase in our net interest spread during the 2011 period resulted from our interest-bearing deposits and other liabilities repricing downward faster than our interest-earning assets.

Rate/Volume Analysis

Net interest income can be analyzed in terms of the impact of changing interest rates and changing volume. The following table sets forth the effect which the varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.


		Three Months Ended
		September 30, 2011 vs. 2010								September 30, 2010 vs. 2009
		Increase (Decrease) Due to								Increase (Decrease) Due to
(dollars in thousands)		Volume		Rate		Rate/ Volume		Total		Volume		Rate		Rate/ Volume		Total
Interest income
Loans	$	57		(143	)	(1	)	(87	)	138		199		4		341
Investment securities		(24	)	(38	)	1		(61	)	(37	)	(446	)	15		(468	)
Federal funds sold		7		-		-		7		3		1		-		4
Total interest income		40		(181	)	-		(141	)	104		(246	)	19		(123	)
Interest expense
Deposits		53		(742	)	(17	)	(706	)	347		(339	)	(37	)	(29	)
Note payable and other		(18	)	(153	)	2		(169	)	(410	)	50		(12	)	(372	)
Junior subordinated debt		-		(9	)	-		(9	)	-		(3	)	-		(3	)
Total interest expense		35		(904	)	(15	)	(884	)	(63	)	(292	)	(49	)	(404	)
Net interest income	$	5		723		15		743		167		46		68		281

Net interest income, the largest component of our income, was $6.0 million for the three month period ended September 30, 2011 and $5.2 million for the three months ended September 30, 2010. Average interest-earning assets increased by $13.2 million during the third quarter of 2011 compared to the same period in 2010 while average interest-bearing liabilities decreased $1.1 million. While our average interest-earning assets increased by $14.2 million more than our interest-bearing liabilities during the 2011 period, the primary driver of the increase in net interest income was the decrease in rates on our interest-bearing liabilities which effectively reduced interest expense by $904,000 for the three months ended September 30, 2011.


		Nine Months Ended
		September 30, 2011 vs. 2010								September 30, 2010 vs. 2009
		Increase (Decrease) Due to								Increase (Decrease) Due to
(dollars in thousands)		Volume		Rate		Rate/ Volume		Total		Volume		Rate		Rate/ Volume		Total
Interest income
Loans	$	(11	)	320		-		309		574		94		2		670
Investment securities		(469	)	(425	)	83		(811	)	(30	)	(966	)	8		(988	)
Federal funds sold		47		3		4		54		11		4		2		17
Total interest income		(433	)	(102	)	87		(448	)	555		(868	)	12		(301	)
Interest expense
Deposits		284		(1,976	)	(78	)	(1,770	)	670		(956	)	(92	)	(378	)
Note payable and other		(406	)	(587	)	54		(939	)	(786	)	427		(71	)	(430	)
Junior subordinated debt		-		(7	)	-		(7	)	-		(72	)	-		(72	)
Total interest expense		(122	)	(2,570	)	(24	)	(2,716	)	(116	)	(601	)	(163	)	(880	)
Net interest income	$	(311	)	2,468		111		2,268		671		(267	)	175		579

Net interest income was $17.2 million and $14.9 million for the nine months ended September 30, 2011 and 2010, respectively. Average interest-earning assets increased by $9.9 million during the first nine months of 2011 compared to the same period in 2010 while average interest-bearing liabilities decreased $2.7 million. While our average interest-earning assets increased by more than our interest-bearing liabilities, the 56 basis point reduction in the cost of our liabilities resulted in decreased interest expense of $2.6 million during the first nine months of 2011 and was the primary driver of the increase in net interest income.

Provision for Loan Losses

We have established an allowance for loan losses through a provision for loan losses charged as an expense on our consolidated statements of income. We review our loan portfolio periodically to evaluate our outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. Please see the discussion below under "Balance Sheet Review - Allowance for Loan Losses" for a description of the factors we consider in determining the amount of the provision we expense each period to maintain this allowance.

For the three months ended September 30, 2011 and 2010, we incurred a noncash expense related to the provision for loan losses of $1.7 million and $1.3 million, respectively, resulting in an allowance for loan losses of $8.8 million and $8.4 million for the 2011 and 2010 periods, respectively. The $8.8 million allowance represented 1.48% of gross loans at September 30, 2011 while the $8.4 million allowance was 1.45% of gross loans at September 30, 2010. During the three months ended September 30, 2011, we charged-off $1.6 million of loans and recorded $16,000 of recoveries on loans previously charged-off, for net charge-offs of $1.6 million, or 1.11% of average loans. Comparatively, we charged-off $1.2 million of loans and recorded $6,000 of recoveries on loans previously charged-off, resulting in net charge-offs of $1.2 million, or 0.83% of average loans for the third quarter of 2010. The increased level of charge-offs during the 2011 period resulted primarily from four commercial relationships which comprised $1.3 million of the charge-offs for the quarter.

Our provision for loan losses for the first nine months of 2011 was $3.1 million compared to $5.0 million for the first nine months of 2010. During the nine months ended September 30, 2011, we charged-off $2.8 million of loans and recorded recoveries on loans previously charged-off of $83,000, resulting in net charge-offs of $2.7 million. During the nine months ended September 30, 2010 we charged-off $4.5 million of loans and recorded $127,000 of recoveries on loans previously charged-off, resulting in net charge-offs of $4.3 million. The $2.7 million and $4.3 million net charge-offs during the nine months ended September 30, 2011 and 2010, respectively, represented 0.62% and 1.00% of average loans for the respective 2011 and 2010 periods. During the first nine months of 2011, our loan balances increased by $18.7 million and the amount of our nonperforming loans declined; however, the amount of total loans past due increased. Factors such as these are considered in determining the amount of loan loss provision necessary to maintain our allowance for loan losses at an adequate level.

Noninterest Income

The following table sets forth information related to our noninterest income.


		Three months ended September 30,			Nine months ended September 30,
(dollars in thousands)		2011	2010		2011		2010
Loan fee income	$	232	190		556		416
Service fees on deposit accounts		168	155		464		444
Income from bank owned life insurance		126	134		388		434
Gain on sale of investment securities		15	-		15		1,104
Other than temporary impairment on investment securities		-	(450	)	(25	)	(450	)
Gain on sale of property and equipment		-	-		-		18
Other income		182	118		499		340
Total noninterest income	$	723	147		1,897		2,306

Noninterest income increased $576,000 in the third quarter of 2011 as compared to the same period in 2010. The increase in total noninterest income during the 2011 period resulted primarily from the following:

•	Loan fee income increased 22.1%, or $42,000, resulting primarily from increased mortgage origination fee income.
•	Service fees on deposit accounts increased $13,000, or 8.4%, primarily related to increased income from service charges on our checking, money market, and savings accounts, and additional NSF fee income.
•	A gain on sale of investment securities for $15,000 was recognized during the 2011 period, compared to no gain during the third quarter of 2010.
•	No other than temporary impairment on securities was recorded during the third quarter of 2011, compared to an other than temporary impairment of $450,000 in the third quarter of 2010.
•	Other income increased by 54.2%, or $64,000, due primarily to rental income received from tenants at our Columbia, South Carolina headquarters building.

Noninterest income decreased by 17.7%, or $409,000, during the nine months ended September 30, 2011 as compared to the same period in 2010. The decrease relates primarily to the $1.1 million gain on sale of securities, partially offset by the $450,000 other than temporary impairment recognized during the 2010 period. Excluding the securities gains in the prior year, noninterest income increased 57.8% during the first nine months of 2011 as compared to the same period of 2010 for similar reasons to those described above for the three month periods. In addition, income from bank owned life insurance decreased by $46,000 during the first nine months of 2011 compared to the 2010 period as a result of reduced rates of return on the insurance policies due to the current market environment.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which was signed into law on July 21, 2010, calls for new limits on interchange transaction fees that banks receive from merchants via card networks like Visa, Inc. and MasterCard, Inc. when a customer uses a debit card. In June 2011, the Federal Reserve approved a final debit card interchange rule in accordance with the Dodd-Frank Act. The final rule caps an issuer's base fee at 21 cents per transaction and allows an additional 5 basis point charge per transaction to help cover fraud losses. Although the rule technically does not apply to institutions with less than $10 billion in assets, such as the Bank, there is concern that the price controls may harm community banks, which could be pressured by the marketplace to lower their own interchange rates. The Federal Reserve also adopted requirements for issuers to include two unaffiliated networks for debit card transactions - one signature-based and one PIN-based. The effective date for the final rules on the pricing and routing restrictions was October 1, 2011. The results of these final rules may significantly impact our interchange income from debit card transactions in the future. We believe this legislation also will ultimately impose significant new costs associated with compliance with new regulations as well as costs that will be passed in connection with increased regulatory oversight. We will continue to monitor the regulations as they are implemented and will review our policies, products and procedures to insure full compliance but also attempt to minimize any negative impact on our operations.

Noninterest expenses

The following table sets forth information related to our noninterest expenses.


		Three months ended September 30,		Nine months ended September 30,
(dollars in thousands)		2011	2010	2011	2010
Compensation and benefits	$	2,414	1,700	6,705	5,974
Occupancy		580	535	1,670	1,646
Real estate owned activity		16	60	1,057	63
Data processing and related costs		487	421	1,382	1,208
Insurance		268	436	1,098	1,116
Marketing		165	151	529	547
Professional fees		169	134	472	464
Other		253	219	761	760
Total noninterest expense	$	4,352	3,656	13,674	11,778

Noninterest expense increased $696,000, or 19.0%, during the third quarter of 2011 as compared to the same period in 2010. The increase in total noninterest expense resulted primarily from the following:

•	Compensation and benefits expense increased 42.0%, or $714,000, relating primarily to increases in incentive compensation expense and benefits expense. Incentive compensation expense increased $303,000 during the 2011 period related to higher accrued bonuses at September 30, 2011 as compared to September 30, 2010. In addition, benefit expense increased $275,000 during the same period, compared to the third quarter of the prior year, due primarily to an increased retirement plan obligation.
•	Occupancy expenses increased $45,000, or 8.4%, driven by increased utilities and repairs and maintenance expenses.
•	Data processing and related costs increased 15.7%, or $66,000, primarily related to the costs of new services we offer, such as mobile banking, and the increased number of clients and accounts we service.
•	Other noninterest expenses increased 15.5%, or $34,000, primarily related to increased travel, education, and office supplies expenses.

Offsetting the increases in noninterest expense was a $168,000, or 38.5%, decrease in insurance expense relating to a reduction in the quarterly FDIC assessment as a result of the change in the assessment calculation. The assessment rate for the first quarter of 2010 was approximately 17 basis points on deposits. Beginning in the second quarter 2010 and through the first quarter of 2011, this rate was increased to approximately 22 basis points. The assessment base changed to an asset based calculation effective for the second quarter of 2011. This new assessment base is to reduce our quarterly assessment by approximately $71,000 per quarter based on our current asset base.

Noninterest expense for the nine months ended September 30, 2011 increased 16.1%, or $1.9 million, as compared to the nine months ended September 30, 2010. The increase relates primarily to the $1.0 million expense incurred on the disposition of certain other real estate owned properties. Excluding the OREO expense, total noninterest expense increased 7.7% during the first nine months of 2011 as compared to the same period in 2010. The increase in noninterest expenses year over year relates primarily to increased compensation and benefits as well as data processing and related costs.

We incurred income tax expense of $192,000 for the three months ended September 30, 2011 as compared to $110,000 during the same period in 2010. Income tax expense for the nine months ended September 30, 2011 was $706,000 as compared to $12,000 for the same period of 2010. The lower income tax expense for the 2010 period resulted from the lower pre-tax income offset by the effect of our tax exempt income.

Balance Sheet Review

At September 30, 2011, we had total assets of $758.1 million, consisting principally of $582.3 million in net loans, $89.0 million in investment securities, $40.1 million in cash and cash equivalents, $17.9 million in bank owned life insurance, and $16.5 million in property and equipment. Our liabilities at September 30, 2011 totaled $696.2 million, which consisted principally of $554.7 million in deposits, $122.7 million in FHLB advances and repurchase agreements, and $13.4 million in junior subordinated debentures. At September 30, 2011, our shareholders' equity was $61.9 million.

At December 31, 2010, we had total assets of $736.5 million, consisting principally of $564.0 million in net loans, $72.9 million in investment securities, $53.9 million in cash and cash equivalents, $14.5 million in bank owned life insurance, and $15.9 million in property and equipment. Our liabilities at December 31, 2010 totaled $677.3 million, consisting principally of $536.3 million in deposits, $122.7 million in FHLB advances and repurchase agreements, and $13.4 million in junior subordinated debentures. At December 31, 2010, our shareholders' equity was $59.2 million.

Federal Funds Sold

At September 30, 2011, our federal funds sold were $18.3 million, or 2.4% of total assets. At December 31, 2010, our $35.6 million in short-term investments in federal funds sold on an overnight basis comprised 4.8% of total assets.

Investment Securities

At September 30, 2011, the $89.0 million in our investment securities portfolio represented approximately 11.7% of our total assets. We held Government sponsored enterprise securities, municipal securities, and mortgage-backed securities with a fair value of $81.0 million and an amortized cost of $80.0 million for an unrealized gain of $1.0 million. During the second and third quarters of 2011, we began to execute a number of investment transactions in order to re-distribute our excess liquidity from lower yielding federal funds sold into higher earning investment securities as well as realize a portion of the unrealized gains in our investment portfolio. As a result, we purchased $56.4 million in government-backed agencies and mortgage-backed securities, and a variety of state and municipal obligations and sold securities totaling $28.4 million. In addition, one security for $2.5 million was called during the third quarter of 2011. In total, we recorded a net gain on sale of investment securities of $15,000. We will continue to look for opportunities to invest excess federal funds sold into investment securities over the remainder of 2011.

At December 31, 2010, the $72.9 million in our investment securities portfolio represented approximately 9.9% of our total assets. We held Government sponsored enterprise securities, municipal securities, and mortgage-backed securities with a fair value of $63.8 million and an amortized cost of $64.9 million for an unrealized loss of $1.1 million.

Loans

Since loans typically provide higher interest yields than other types of interest earning assets, a substantial percentage of our earning assets are invested in our loan portfolio. Our loan portfolio balance has remained relatively stable over the past twelve months with average balances of $580.0 million and $580.3 million for the nine months ended September 30, 2011 and 2010, respectively. During the first nine months of 2011, we repurchased approximately $9.0 million of loans that we had participated with other banks. In addition, loan demand in our markets increased during the third quarter of 2011, and our loan balances, particularly related to commercial real estate, have increased to $591.1 million at September 30, 2011.

The principal component of our loan portfolio is loans secured by real estate mortgages. As of September 30, 2011, our loan portfolio included $473.7 million, or 80.2%, of real estate loans. As of December 31, 2010, real estate loans made up 79.6% of our loan portfolio and totaled $455.4 million. Most of our real estate loans are secured by residential or commercial property. We obtain a security interest in real estate, in addition to any other available collateral. This collateral is taken to increase the likelihood of the ultimate repayment of the loan. Generally, we limit the loan-to-value ratio on loans to coincide with the appropriate regulatory guidelines. We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral. We do not generally originate traditional long term residential mortgages, but we do issue traditional second mortgage residential real estate loans and home equity lines of credit. Home equity lines of credit totaled $84.7 million as of September 30, 2011, of which approximately 35% were in a first lien position, while the remaining balance were second liens.

Following is a summary of our loan composition:


		September 30, 2011			December 31, 2010
(dollars in thousands)		Amount	% of Total		Amount	% of Total
Commercial
Owner occupied RE	$	148,524	25.1	%	137,873	24.1	%
Non-owner occupied RE		167,762	28.4	%	163,971	28.6	%
Construction		14,137	2.4	%	11,344	2.0	%
Business		109,541	18.5	%	109,450	19.1	%
Total commercial loans		439,964	74.4	%	422,638	73.8	%


		September 30, 2011				December 31, 2010
(dollars in thousands)		Amount		% of Total		Amount		% of Total
Consumer
Real estate		53,881		9.1	%	54,161		9.5	%
Home equity		84,707		14.4	%	79,528		13.9	%
Construction		4,716		0.8	%	8,569		1.5	%
Other		8,381		1.4	%	8,079		1.4	%
Total consumer loans		151,685		25.7	%	150,337		26.3	%
Deferred origination fees, net		(594	)	(0.1	)%	(583	)	(0.1	)%
Total gross loans, net of deferred fees		591,055		100.0	%	572,392		100.0	%
Less—allowance for loan losses		(8,751	)			(8,386	)
Total loans, net	$	582,304				564,006

Nonperforming assets

Following is a summary of our nonperforming assets, including nonaccruing TDRs.



(dollars in thousands)	September 30, 2011			December 31, 2010
Commercial		3,987		7,652
Consumer		1,523		1,186
Nonaccruing troubled debt restructurings		3,708		488
Total nonaccrual loans		9,218		9,326
Other real estate owned		3,262		5,629
Total nonperforming assets	$	12,480	$	14,955

At September 30, 2011 nonperforming assets were $12.5 million, or 1.65% of total assets and 2.11% of gross loans. Comparatively, nonperforming assets were $15.0 million, or 2.03% of total assets and 2.61% of gross loans at December 31, 2010. Nonaccrual loans decreased $108,000 to $9.2 million at September 30, 2011 from $9.3 million at December 31, 2010. Nonaccrual loans at September 30, 2011 include 16 loan relationships which were put on nonaccrual status during the first nine months of 2011. In addition, seven loans were returned to accrual status or paid off and another seven loans were charged-off or moved to other real estate owned during the first nine months of 2011. The amount of foregone interest income on the nonaccrual loans in the first nine months of 2011 was approximately $362,000. The amount of interest income recorded in the first nine months of 2011 for loans that were on nonaccrual at September 30, 2011 was approximately $58,000.

Nonperforming assets include real estate acquired in settlement of loans which decreased by $2.4 million from December 31, 2010. During the first nine months of 2011 we sold four properties totaling $2.0 million and added three new properties for $423,000. In addition, we incurred write-downs totaling $782,000 on five of our properties. The balance at September 30, 2011 includes eight commercial properties totaling $3.2 million and one residential property for $63,000. All of these properties are located in the Upstate of South Carolina. We believe that these properties are appropriately valued at the lower of cost or market as of September 30, 2011. In conjunction with the changes in the current economic environment and as required by our Formal Agreement with the OCC, we have revised and updated our credit risk policy which addresses treatment of other real estate owned.

Allowance for Loan Losses

We have established an allowance for loan losses through a provision for loan losses charged as an expense. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance, either in whole or in part, is confirmed. Subsequent recoveries, if any, are credited to the allowance.

In conjunction with the changes in the current economic environment and as required by our Formal Agreement with the OCC, we have revised and updated our allowance for losses policy. Management regularly evaluates the allowance for loan losses and periodically reviews the collectability 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. Periodically, we adjust the amount of the allowance based on changing circumstances.

Following is a summary of the activity in the allowance for loan losses.


		Nine months ended September 30,				Year ended
(dollars in thousands)		2011		2010		December 31, 2010
Balance, beginning of period	$	8,386		7,760			7,760
Provision		3,045		4,975			5,610
Loan charge-offs		(2,763	)	(4,451	)		(5,160	)
Loan recoveries		83		127			176
Net loan charge-offs		(2,680	)	(4,324	)		(4,984	)
Balance, end of period	$	8,751		8,411			8,386

The allowance for loan losses was $8.8 million and $8.4 million at September 30, 2011 and 2010, respectively, or 1.48% and 1.45% of outstanding loans, respectively. At December 31, 2010, our allowance for loan losses was $8.4 million, or 1.47% of outstanding loans, and we had net loans charged-off of $5.0 million for the year ended December 31, 2010. During the nine months ended September 30, 2011 and 2010, we had net charge-offs of $2.7 and $4.3 million, respectively.

We increased the allowance for loan losses during the first nine months of 2011 based on the loans evaluated for specific reserves in our commercial portfolio. As of September 30, 2011, $11.4 million of loans were evaluated for specific reserves compared to $8.1 million at December 31, 2010. Based on these evaluations, the allowance for loan losses includes specific reserves of $3.0 million and $1.6 million, at September 30, 2011 and December 31, 2010, respectively.

In addition, at September 30, 2011 and 2010, the allowance for loan losses represented 94.94% and 81.26% of the total amount of nonperforming loans. A significant portion, or 84%, of nonperforming loans at September 30, 2011 is secured by real estate. Our nonperforming loans have been written down to approximately 72% of their original nonperforming balance. We have evaluated the underlying collateral on these loans and believe that the collateral on these loans is sufficient to minimize future losses. Based on the level of coverage on nonperforming loans and analysis of our loan portfolio, we believe the provision for loan losses of $3.1 million for the nine months ended September 30, 2011 to be adequate.

For loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of that loan. 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, among other factors, 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, without limitation, 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. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

A significant portion of the loans in our loan portfolio have been originated in the past five years. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process known as seasoning. The benefit of having time for loans to "season," is that it allows a company to evaluate how loans perform during different economic cycles. We believe that the recent prolonged recession has allowed us to evaluate the performance of our loan portfolio during "stressful" times. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition.

As a general practice, most of our loans are originated with relatively short maturities of five years or less. As a result, when a loan reaches its maturity we frequently renew the loan and thus extend its maturity using the same credit standards as those used when the loan was first originated. Due to these loan practices, we may, at times, renew loans which are classified as nonperforming after evaluating the loan's collateral value and financial strength of its guarantors. Nonperforming loans are renewed at terms generally consistent with the ultimate source of repayment and rarely at reduced rates. In these cases the Bank

will seek additional credit enhancements, such as additional collateral or additional guarantees to further protect the loan. When a loan is no longer performing in accordance with its stated terms, the Bank will typically seek performance under the guarantee.

In addition, at September 30, 2011, approximately 80% of our loans are collateralized by real estate and approximately 89% of our impaired loans are secured by real estate. The Bank utilizes third party appraisers to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require the Bank to obtain updated appraisals at renewal, or in the case of an impaired loan, on an annual basis, either through a new external appraisal or an appraisal evaluation. Impaired loans are individually reviewed on a quarterly basis to determine the level of impairment. As of September 30, 2011, we do not have any impaired real estate loans carried at a value in excess of the appraised value. We typically charge-off a portion or create a specific reserve for impaired loans when we do not expect repayment to occur as agreed upon under the original terms of the loan agreement.

The Company's loan approval process includes review of modifications on all criticized loans greater than $100,000. A loan is considered to be a TDR when the debtor was experiencing financial difficulties and the Company provided concessions such that we will not collect all principal and interest payments in accordance with the original terms of the loan agreement. We determined that we had 24 loans totaling $7.8 million at September 30, 2011 and two loans totaling $488,000 at December 31, 2010, which we considered as TDRs. The related allowance for these loans was $1.8 million and $282,000 at September 30, 2011 and December 31, 2010, respectively.

For commercial loans, we generally fully charge off or charge collateralized loans down to net realizable value when management determines the loan to be uncollectible; repayment is deemed to be protracted beyond reasonable time frames; the loan has been classified as a loss by either our internal loan review process or our banking regulatory agencies; the customer has filed bankruptcy and the loss becomes evident owing to a lack of assets; or the loan is 120 days past due unless both well-secured and in the process of collection. For consumer loans, we generally charge down to net realizable value when the loan is 180 days past due.

Deposits and Other Interest-Bearing Liabilities

Our primary source of funds for loans and investments is our deposits, advances from the FHLB, and structured repurchase agreements. We have chosen to obtain a portion of our certificates of deposits from areas outside of our market, which are also know as out-of-market deposits or brokered deposits. The deposits obtained outside of our market area generally have lower rates than rates being offered for certificates of deposits in our local market. We also utilize out-of-market deposits in certain instances to obtain longer term deposits than are readily available in our local market. We generally obtain out-of-market time deposits of $100,000 or more through brokers with whom we maintain ongoing relationships. In accordance with our Formal Agreement, we have adopted guidelines regarding our use of brokered CDs that limit our brokered CDs to 25% of total deposits and dictate that our current interest rate risk profile determines the terms. In addition, we do not obtain time deposits of $100,000 or more through the Internet. These guidelines allow us to take advantage of the attractive terms that wholesale funding can offer while mitigating the inherent related risk.

The amount of out-of-market deposits was $45.8 million, or 8.3% of total deposits, at September 30, 2011 and $86.4 million, or 16.1% of total deposits, at December 31, 2010. As our wholesale deposits have matured during the past 12 months, we have successfully replaced them with local deposits. While wholesale deposits decreased $46.6 million during the first nine months of 2011, our retail deposits have increased $58.9 million. We anticipate being able to continue to either renew or replace these out-of-market deposits when they mature, although we may not be able to replace them with deposits with the same terms or rates. Our loan-to-deposit ratio was 107% at both September 30, 2011 and December 31, 2010.

The following table shows the average balance amounts and the average rates paid on deposits held by us.


					Nine months ended September 30,
		2011				2010
(dollars in thousands)		Amount	Rate			Amount	Rate
Noninterest bearing demand deposits	$	55,158	-	%		44,261	-	%
Interest bearing demand deposits		138,495	1.11	%		86,207	1.21	%
Money market accounts		104,514	0.83	%		91,527	1.04	%
Savings accounts		3,673	0.20	%		2,690	0.19	%
Time deposits less than $100,000		75,766	1.61	%		80,970	2.24	%
Time deposits greater than $100,000		171,090	2.16	%		222,315	2.64	%
Total deposits	$	548,696	1.34	%		527,970	1.84	%

The $77.2 million increase in average transaction accounts and the $51.2 million decrease in time deposits of $100,000 or more for the nine months ended September 30, 2011 compared to the 2010 period is a result of our intense focus to replace our out-of-market deposits with local deposits and the nationwide trend of increasing deposits due to economic uncertainty.

Core deposits, which exclude out-of-market deposits and time deposits of $100,000 or more, provide a relatively stable funding source for our loan portfolio and other earning assets. Our core deposits were $394.6 million and $356.6 million at September 30, 2011 and December 31, 2010, respectively.

All of our time deposits are certificates of deposits. The maturity distribution of our time deposits of $100,000 or more at September 30, 2011 was as follows:



(dollars in thousands)		September 30, 2011
Three months or less	$	25,304
Over three through six months		45,279
Over six through twelve months		58,452
Over twelve months		31,020
Total	$	160,055

The Dodd-Frank Act also permanently raises the current standard maximum deposit insurance amount to $250,000. The standard maximum insurance amount of $100,000 had been temporarily raised to $250,000 until December 31, 2013. The FDIC insurance coverage limit applies per depositor, per insured depository institution for each account ownership category.

Capital Resources

Total shareholders' equity at September 30, 2011 was $61.9 million. At December 31, 2010, total shareholders' equity was $59.2 million. The $2.7 million increase from December 31, 2010 is primarily related to net income of $1.7 million during the nine month period ended September 30, 2011.

On February 27, 2009, as part of the CPP, the Company entered into the CPP Purchase Agreement with the Treasury, pursuant to which we sold 17,299 shares of our Series T Preferred Stock and the CPP Warrant to purchase 363,609.4 shares of our common stock (adjusted for the stock dividend in 2011) for an aggregate purchase price of $17.3 million in cash. The Series T Preferred Stock is entitled to cumulative dividends at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The CPP Warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments equal to $7.136 per share of the common stock (adjusted for the stock dividend in 2011).

Under the capital adequacy guidelines, regulatory capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common shareholders' equity, excluding the unrealized gain or loss on securities available for sale, minus certain intangible assets. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type of asset. Tier 2 capital consists of Tier 1 capital plus the general reserve for loan losses, subject to certain limitations. We are also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio.

At both the holding company and bank level, we are subject to various regulatory capital requirements administered by the federal banking agencies. To be considered "well-capitalized," we must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%. To be considered "adequately capitalized" under these capital guidelines, we must maintain a minimum total risk-based capital of 8%, with at least 4% being Tier 1 capital. In addition, we must maintain a minimum Tier 1 leverage ratio of at least 4%.

In addition, we have agreed with the OCC that the Bank will maintain total risk-based capital of at least 12%, Tier 1 capital of at least 10%, and a leverage ratio of at least 9%. As of September 30, 2011, our capital ratios exceed these ratios and we remain "well capitalized." However, if we fail to maintain these required capital levels, then the OCC may deem noncompliance to be an unsafe and unsound banking practice which may make the Bank subject to an additional capital directive, consent order, or such other administrative action or sanction as the OCC considers necessary. It is uncertain what actions, if any, the OCC would take with respect to noncompliance with these ratios, what action steps the OCC might require the Bank to take to remedy this situation, and whether such actions would be successful.

The following table summarizes the capital amounts and ratios of the Bank and the regulatory minimum requirements.


		September 30, 2011
		Actual			OCC Required Capital Ratio Minimum			For capital adequacy purposes Minimum			To be well capitalized under prompt corrective action provisions Minimum
(dollars in thousands)		Amount	Ratio		Amount	Ratio		Amount	Ratio		Amount	Ratio
Total Capital (to risk weighted assets)	$	80,529	13.23	%	73,065	12.0	%	48,710	8.0	%	60,888	10.0	%
Tier 1 Capital (to risk weighted assets)		72,904	11.97	%	60,888	10.0	%	24,355	4.0	%	36,533	6.0	%
Tier 1 Capital (to average assets)		72,904	9.69	%	67,726	9.0	%	30,100	4.0	%	37,626	5.0	%

The following table summarizes the capital amounts and ratios of the Company and the minimum regulatory requirements.


		September 30, 2011
		Actual			For capital adequacy purposes Minimum			To be well capitalized under prompt corrective action provisions Minimum
(dollars in thousands)		Amount	Ratio		Amount	Ratio		Amount	Ratio
Total Capital (to risk weighted assets)	$	81,826	13.44	%	48,710	8.0	%	N/A	N/A
Tier 1 Capital (to risk weighted assets)		74,201	12.19	%	24,355	4.0	%	N/A	N/A
Tier 1 Capital (to average assets)		74,201	9.84	%	30,170	4.0	%	N/A	N/A

The ability of the Company to pay cash dividends is dependent upon receiving cash in the form of dividends from the Bank. The dividends that may be paid by the Bank to the Company are subject to legal limitations and regulatory capital requirements. The approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus. Further, the Company cannot pay cash dividends on its common stock during any calendar quarter unless full dividends on the Series T preferred stock for the dividend period ending during the calendar quarter have been declared and the Company has not failed to pay a dividend in the full amount of the Series T preferred stock with respect to the period in which such dividend payment in respect of its common stock would occur. In addition, the Company must currently obtain preapproval of the Federal Reserve before paying dividends.

The following table shows the return on average assets (net income divided by average total assets), return on average equity (net income divided by average equity), and equity to assets ratio (average equity divided by average assets) annualized for the nine months ended September 30, 2011 and the year ended December 31, 2010. Since our inception, we have not paid cash dividends.


	September 30, 2011	December 31, 2010
Return on average assets	0.29%	0.12%
Return on average equity	3.61%	1.47%
Return on average common equity	2.37%	(0.53)%
Average equity to average assets ratio	8.13%	8.16%
Tangible common equity to assets ratio	5.98%	5.82%

Our return on average assets was 0.29% for the nine months ended September 30, 2011 compared to 0.12% for the year ended December 31, 2010. In addition, our return on average equity increased to 3.61% for the nine months ended September 30, 2011 from 1.47% for the year ended December 31, 2010. Our equity to assets ratio at September 30, 2011 was 8.13% compared to 8.16% at December 31, 2010. In addition, our return on average common equity was 2.37% for the nine months ended September 30, 2011and our tangible common equity to total assets ratio was 5.98% at September 30, 2011.

Effect of Inflation and Changing Prices

The effect of relative purchasing power over time due to inflation has not been taken into account in our consolidated financial statements. Rather, our financial statements have been prepared on an historical cost basis in accordance with generally accepted accounting principles.

Unlike most industrial companies, our assets and liabilities are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on our performance than will the effect of changing prices and inflation in general. In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude. As discussed previously, we seek to manage the relationships between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation.

Off-Balance Sheet Risk

Commitments to extend credit are agreements to lend money to a client as long as the client has not violated any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At September 30, 2011, unfunded commitments to extend credit were $97.4 million, of which $15.4 million was at fixed rates and $82.0 million was at variable rates. At December 31, 2010, unfunded commitments to extend credit were $86.4 million, of which approximately $9.5 million was at fixed rates and $76.9 million was at variable rates. A significant portion of the unfunded commitments related to consumer equity lines of credit. Based on historical experience, we anticipate that a significant portion of these lines of credit will not be funded. We evaluate each client's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. The type of collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.

At September 30, 2011 there was a $2.3 million commitment under letters of credit. At December 31, 2010 there was a $2.8 million commitment under letters of credit. The credit risk and collateral involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.

Except as disclosed in this document, we are not involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements or transactions that could result in liquidity needs or other commitments that significantly impact earnings.

Market Risk and Interest Rate Sensitivity

Market risk is the risk of loss from adverse changes in market prices and rates, which principally arises from interest rate risk inherent in our lending, investing, deposit gathering, and borrowing activities. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not generally arise in the normal course of our business.

We actively monitor and manage our interest rate risk exposure in order to control the mix and maturities of our assets and liabilities utilizing a process we call asset/liability management. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities in order to minimize potentially adverse impacts on earnings from changes in market interest rates. Our asset/liability management committee ("ALCO") monitors and considers methods of managing exposure to interest rate risk. We have both an internal ALCO consisting of senior management that meets at various times during each month and a board ALCO that meets monthly. The ALCOs are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.

Our interest rate risk exposure is managed by measuring our interest sensitivity "gap," which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Interest rate sensitivity can be managed by repricing assets or liabilities, selling securities available for sale, replacing an asset or liability at maturity, or adjusting the interest rate during the life of an asset or liability. Managing the amount of assets and liabilities repricing in this same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates. We generally would benefit from increasing market rates of interest when we have an asset-sensitive gap position and generally would benefit from decreasing market rates of interest when we are liability-sensitive.

The following tables set forth information regarding our rate sensitivity for each of the time intervals indicated.


								September 30, 2011
(dollars in thousands)		Within three months		After three but within twelve months		After one but within five Years		After five years	Total
Interest-earning assets:
Federal funds sold	$	32,482		-		-		-	32,482
Investment securities		5,777		12,284		38,202		24,749	81,012
Loans		279,717		59,540		186,668		54,627	580,552
Total earning assets		317,976		71,824		224,870		79,376	694,046
Interest-bearing liabilities:
Money market and NOW		250,801		-		-		-	250,801
Regular savings		4,091		-		-		-	4,091
Time deposits		43,251		152,860		42,026		-	238,137
Note payable and other borrowings		63,200		-		44,500		15,000	122,700
Junior subordinated debentures		13,403		-		-		-	13,403
Total interest-bearing liabilities	$	374,746		152,860		86,526		15,000	629,132
Period gap	$	(56,770	)	(81,036	)	138,344		64,376
Cumulative gap		(56,770	)	(137,806	)	538		64,914
Ratio of cumulative gap to total earning assets		(8.2%	)	(19.9%	)	0.1	%	9.4%


								December 31, 2010
		Within three months		After three but within twelve months		After one but within five years		After five years	Total
Interest-earning assets:
Federal funds sold	$	49,731		-		-		-	49,731
Investment securities		2,709		7,321		25,585		28,168	63,783
Loans		298,597		45,227		180,043		39,693	563,560
Total earning assets		351,037		52,548		205,628		67,861	677,074
Interest-bearing liabilities:
Money market and NOW		237,481		-		-		-	237,481
Regular savings		3,229		-		-		-	3,229
Time deposits		56,746		103,238		88,786		-	248,770
FHLB advances and related debt		70,200		-		37,500		15,000	122,700
Junior subordinated debentures		13,403		-		-		-	13,403
Total interest-bearing liabilities	$	381,059		103,238		126,286		15,000	625,583
Period gap	$	(30,022	)	(50,690	)	79,342		52,862
Cumulative Gap		(30,022	)	(80,712	)	(1,370	)	51,491
Ratio of cumulative gap to total earning assets		(4.4%	)	(11.9%	)	(0.2%	)	7.6%

As measured over the one-year time intervals, we were liability sensitive at both September 30, 2011 and December 31, 2010. Our variable rate loans and a majority of our deposits reprice over a 12-month period. Approximately 45% and 50% of our loans were variable rate loans at September 30, 2011 and December 31, 2010, respectively. The ratio of cumulative gap to total earning assets after 12 months is (19.9%) because $137.8 million more liabilities will reprice in a 12 month period than assets. However, our gap analysis is not a precise indicator of our interest sensitivity position. The analysis presents only a static view of the timing of maturities and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally. For example, rates paid on a substantial portion of core deposits may change contractually within a relatively short time frame, but those rates are viewed by us as significantly less interest-sensitive than market-based rates such as those paid on noncore deposits. Net interest income may be affected by other significant factors in a given interest rate environment, including changes in the volume and mix of interest-earning assets and interest-bearing liabilities.

At September 30, 2011, 83.9% of our interest-bearing liabilities were either variable rate or had a maturity of less than one year. Of the $374.8 million of interest-bearing liabilities set to reprice within three months, 68.0% are transaction, money

market or savings accounts which are already at or near their lowest rates and provide little opportunity for benefit should market rates continue to decline or stay constant. However, certificates of deposit that are currently maturing or renewing are repricing at lower rates. We expect to benefit as these deposits reprice, even if market rates increase slightly. At September 30, 2011, we had $137.8 million more liabilities than assets that reprice within the next twelve months. Included in our other borrowings are a number of FHLB advances and structured repurchase agreements with callable features as of September 30, 2011. We believe that the optionality on many of these borrowings will not be exercised until interest rates increase significantly. In addition, we believe that the interest rates that we pay on the majority of our interest-bearing transaction accounts, would only be impacted by a portion of any change in market rates. This key assumption is utilized in our overall evaluation of our level of interest sensitivity.

Liquidity Risk

Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control.

At September 30, 2011 and December 31, 2010, our liquid assets, consisting of cash and due from banks and federal funds sold, amounted to $40.1 million and $53.9 million, or 5.3% and 7.3% of total assets, respectively. Our investment securities at September 30, 2011 and December 31, 2010 amounted to $89.0 million and $72.9 million, or 11.7% and 9.9% of total assets, respectively. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner. However, a substantial portion of these securities are pledged against outstanding debt. Therefore, the related debt would need to be repaid prior to the securities being sold in order for these securities to be converted to cash.

Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, loan payoffs, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. We maintain three federal funds purchased lines of credit with correspondent banks totaling $30.5 million for which there were no borrowings against the lines of credit at September 30, 2011.

We are also a member of the FHLB, from which applications for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at September 30, 2011 was $10.2 million, based on the Bank's $6.0 million investment in FHLB stock, as well as qualifying mortgages available to secure any future borrowings. However, we are able to pledge additional securities to the FHLB in order to increase our available borrowing capacity.

We have a lease on our main office building with a remaining term of eight years. The lease provides for annual lease rate escalations based on cost of living adjustments.

We believe that our existing stable base of core deposits, borrowings from the FHLB, and short-term repurchase agreements will enable us to successfully meet our long-term liquidity needs.

As a result of the Treasury's CPP, we received $17.3 million of capital on February 27, 2009 in exchange for 17,299 shares of preferred stock. This additional capital should allow us to remain well-capitalized and provide additional liquidity on our balance sheet.

Critical Accounting Policies

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our audited consolidated financial statements as of December 31, 2010, as filed in our Annual Report on Form 10-K.

Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

Allowance for Loan Losses

We believe the allowance for loan losses is the critical accounting policy that requires the most significant judgment and estimates used in preparation of our consolidated financial statements. Some of the more critical judgments supporting the amount of our allowance for loan losses include judgments about the credit worthiness of borrowers, the estimated value of the underlying collateral, assumptions about cash flow, determination of loss factors for estimating credit losses, and the impact of current events, conditions, and other factors impacting the level of probable inherent losses. Under different conditions, the actual amount of credit losses incurred by us may be different from management's estimates provided in our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a more complete discussion of our processes and methodology for determining our allowance for loan losses.

Real Estate Acquired in Settlement of Loans

Real estate acquired through foreclosure is initially recorded at the lower of cost or estimated fair value. Subsequent to the date of acquisition, it is carried at the lower of cost or fair value, adjusted for net selling costs. Fair values of real estate owned are reviewed regularly and writedowns are recorded when it is determined that the carrying value of real estate exceeds the fair value less estimated costs to sell. Costs relating to the development and improvement of such property are capitalized, whereas those costs relating to holding the property are expensed.

Income Taxes

The financial statements have been prepared on the accrual basis. When income and expenses are recognized in different periods for financial reporting purposes versus for the purposes of computing income taxes currently payable, deferred taxes are provided on such temporary differences. Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The Company believes that the income tax filing positions taken or expected to be taken in its tax returns will more likely than not be sustained upon audit by the taxing authorities and does not anticipate any adjustments that would result in a material adverse impact on the Company's financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.

Accounting, Reporting, and Regulatory Matters

Recently Issued Accounting Standards

The following is a summary of recent authoritative pronouncements that affect accounting, reporting, and disclosure of financial information by us:

In July 2010, the Receivables topic of the Accounting Standards Codification ("ASC") was amended by Accounting Standards Update ("ASU") 2010-20 to require expanded disclosures related to a company's allowance for credit losses and the credit quality of its financing receivables. The amendments require the allowance disclosures to be provided on a disaggregated basis. The Company is required to include these disclosures in its interim and annual financial statements. See Note. 3.

Disclosures about TDRs required by ASU 2010-20 were deferred by the Financial Accounting Standards Board ("FASB") in ASU 2011-01 issued in January 2011. In April 2011 FASB issued ASU 2011-02 to assist creditors with their determination of when a restructuring is a TDR. The determination is based on whether the restructuring constitutes a concession and whether the debtor is experiencing financial difficulties as both events must be present. Disclosures related to TDRs under ASU 2010-20 have been presented in Note 4.

In April 2011, the criteria used to determine effective control of transferred assets in the Transfers and Servicing topic of the ASC was amended by ASU 2011-03. The requirement for the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms and the collateral maintenance implementation guidance related to that criterion were removed from the assessment of effective control. The other criteria to assess effective control were not changed. The amendments are effective for the Company beginning January 1, 2012 but are not expected to have a material effect on the financial statements.

ASU 2011-04 was issued in May 2011 to amend the Fair Value Measurement topic of the ASC by clarifying the application of existing fair value measurement and disclosure requirements and by changing particular principles or requirements for measuring fair value or for disclosing information about fair value measurements. The amendments will be effective for the Company beginning January 1, 2012 but are not expected to have a material effect on the financial statements.

The Comprehensive Income topic of the ASC was amended in June 2011. The amendment eliminates the option to present other comprehensive income as a part of the statement of changes in stockholders' equity. The amendment requires consecutive presentation of the statement of net income and other comprehensive income and requires an entity to present reclassification adjustments from other comprehensive income to net income on the face of the financial statements. The amendments will be applicable to the Company on January 1, 2012 and will be applied retrospectively.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Recent Regulatory Developments

On June 8, 2010, the Bank entered into the Formal Agreement with its primary regulator, the OCC. The Formal Agreement is based on the findings of the OCC during their on-site examination of the Bank as of March 31, 2009. The Formal Agreement seeks to enhance the Bank's existing practices and procedures in the areas of credit risk management, credit underwriting, liquidity, and funds management. Specifically, under the terms of the Formal Agreement, the Bank is required to (i) protect its interest in assets criticized by the OCC; (ii) develop, implement, and adhere to a written program to reduce the high level of credit risk; (iii) obtain credit information on all loans lacking such information and ensure proper collateral documentation is in place; (iv) engage the services of an independent appraiser to provide updated appraisals for certain loans where the most recent appraisal is more than 12 months old; (v) update and implement written policies/programs addressing loan policy, allowance for loan and lease losses, and other real estate owned; (vi) continue to improve its liquidity position and maintain adequate sources of funding; (vii) obtain prior written determination of no supervisory objection from the OCC before accepting, renewing, or rolling over brokered deposits in excess of 25% of total deposits; (viii) update and adhere to its profit plan designed to improve the condition of the Bank; and (ix) submit periodic reports to the OCC regarding various aspects of the foregoing actions.

The Formal Agreement requires the establishment of certain plans and programs within various time periods. After having completed the following through September 30, 2011, management believes that the Bank is in compliance with substantially all of the conditions established in the Formal Agreement. However, no assurance can be given that the OCC will concur with management's assessment. In addition, the Formal Agreement requires that various reports be submitted to the OCC on a quarterly basis until the Formal Agreement is terminated.

•

The Bank has established a compliance committee of its Board of Directors to oversee management's response to all sections of the Formal Agreement. The committee consists of all 11 members of the Bank's Board of Directors and meets at least monthly to receive written progress reports from management on the results and status of actions needed to achieve full compliance with each article of the Formal Agreement.

•

Policies and procedures were revised or established and approved relating to the following issues:

				(1) Loan policies and procedures.
				(2) Criticized asset policy, procedures and specific program.
				(3) Policies related to managing OREO.
				(4) Procedures for maintaining an adequate allowance for loan losses.
				(5) Appraisal policy to ensure appraisals conform to appraisal standards and regulations.

•	Current and satisfactory credit information was obtained on all loans lacking such information to ensure proper collateral documentation is in place.
•	We received and evaluated current independent appraisals or updated appraisals on loans secured by certain properties.
•	The Bank's liquidity position was enhanced. We reduced our level of brokered deposits to comply with the OCC agreed upon levels.
•	A profit plan was updated to improve the financial condition of the Bank.

If the Bank does not satisfy and maintain adherence with each of the requirements listed above, the Bank will not be in compliance with the Formal Agreement. Failure to comply with the Formal Agreement could result in regulators taking additional enforcement actions against the Bank. The Bank's ability to meet the goals set forth in the Formal Agreement is contingent in part upon the stabilization of the local real estate markets and on its financial performance.

In addition, we have agreed with the OCC that the Bank will maintain total risk-based capital ratio of at least 12%, Tier 1 capital of at least 10%, and a leverage ratio of at least 9%. As of September 30, 2011, our capital ratios exceed these ratios

and we remain "well capitalized." See "Management's Discussion and Analysis - Results of Operations - Capital Resources" for more discussion of the Minimum Capital Ratio levels established by the OCC and our capital ratios as of September 30, 2011.

Recent Legislative and Regulatory Initiatives to Address Financial and Economic Crises

Markets in the United States and elsewhere have experienced extreme volatility and disruption over the past three plus years. These circumstances have exerted significant downward pressure on prices of equity securities and virtually all other asset classes, and have resulted in substantially increased market volatility, severely constrained credit and capital markets, particularly for financial institutions, and an overall loss of investor confidence. Loan portfolio performances have deteriorated at many institutions resulting from, among other factors, a weak economy and a decline in the value of the collateral supporting their loans. Dramatic slowdowns in the housing industry, due in part to falling home prices and increasing foreclosures and unemployment, have created strains on financial institutions. Many borrowers are now unable to repay their loans, and the collateral securing these loans has, in some cases, declined below the loan balance. In response to the challenges facing the financial services sector, beginning in 2008 a multitude of new regulatory and governmental actions have been announced, including the EESA, approved by Congress and signed by President Bush on October 3, 2008 and the American Recovery and Reinvestment Act on February 17, 2009, among others. Some of the more recent actions include:

•

On July 21, 2010, the U.S. President signed into law the Dodd-Frank Act, a comprehensive regulatory framework that will likely result in dramatic changes across the financial regulatory system, some of which became effective immediately and some of which will not become effective until various future dates. Implementation of the Dodd-Frank Act will require many new rules to be made by various federal regulatory agencies over the next several years. Uncertainty remains as to the ultimate impact of the Dodd-Frank Act until final rulemaking is complete, which could have a material adverse impact either on the financial services industry as a whole or on our business, financial condition, results of operations, and cash flows. Provisions in the legislation that affect consumer financial protection regulations, deposit insurance assessments, payment of interest on demand deposits, and interchange fees could increase the costs associated with deposits and place limitations on certain revenues those deposits may generate. The Dodd-Frank Act includes provisions that, among other things, will:

•	Centralize responsibility for consumer financial protection by creating a new agency, the Bureau of Consumer Financial Protection, responsible for implementing, examining, and enforcing compliance with federal consumer financial laws;

•	Create the Financial Stability Oversight Council that will recommend to the Federal Reserve increasingly strict rules for capital, leverage, liquidity, risk management and other requirements as companies grow in size and complexity;

•

Provide mortgage reform provisions regarding a customer's ability to repay, restricting variable-rate lending by requiring that the ability to repay variable-rate loans be determined by using the maximum rate that will apply during the first five years of a variable-rate loan term, and making more loans subject to provisions for higher cost loans, new disclosures, and certain other revisions;

•

Change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital, eliminate the ceiling on the size of the Deposit Insurance Fund ("DIF"), and increase the floor on the size of the DIF, which generally will require an increase in the level of assessments for institutions with assets in excess of $10 billion;

•	Make permanent the $250,000 limit for federal deposit insurance and provide unlimited federal deposit insurance until December 31, 2012 for noninterest-bearing demand transaction accounts at all insured depository institutions;

•	Implement corporate governance revisions, including with regard to executive compensation and proxy access by shareholders, which apply to all public companies, not just financial institutions;

•	Repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transactions and other accounts;

•

Amend the Electronic Fund Transfer Act ("EFTA") to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer;

•

Eliminate the Office of Thrift Supervision ("OTS") on July 21, 2011. On that date, the Office of the Comptroller of the Currency, which is currently the primary federal regulator for national banks, became the primary federal regulator for federal thrifts. In addition, on that date, the Federal Reserve began supervising and regulating all savings and loan holding companies that were formerly regulated by the OTS.

•

On September 27, 2010, the U.S. President signed into law the Small Business Jobs Act of 2010 (the "Act"). The Small Business Lending Fund (the "SBLF"), which was enacted as part of the Act, is a $30 billion fund that encourages lending to small businesses by providing Tier 1 capital to qualified community banks with assets of less than $10 billion. On December 21, 2010, the U.S. Treasury published the application form, term sheet and other guidance for participation in the SBLF. Under the terms of the SBLF, the Treasury will purchase shares of senior preferred stock from banks, bank holding companies, and other financial institutions that will qualify as Tier 1 capital for regulatory purposes and rank senior to a participating institution's common stock. The application deadline for participating in the SBLF is May 16, 2011. Based on the program criteria, we did not participate in the SBLF.

•

Internationally, both the Basel Committee on Banking Supervision (the "Basel Committee") and the Financial Stability Board (established in April 2009 by the Group of Twenty ("G-20") Finance Ministers and Central Bank Governors to take action to strengthen regulation and supervision of the financial system with greater international consistency, cooperation, and transparency) have committed to raise capital standards and liquidity buffers within the banking system ("Basel III"). On September 12, 2010, the Group of Governors and Heads of Supervision agreed to the calibration and phase-in of the Basel III minimum capital requirements (raising the minimum Tier 1 common equity ratio to 4.5% and minimum Tier 1 equity ratio to 6.0%, with full implementation by January 2015) and introducing a capital conservation buffer of common equity of an additional 2.5% with full implementation by January 2019. The U.S. federal banking agencies support this agreement. In December 2010, the Basel Committee issued the Basel III rules text, outlining the details and time-lines of global regulatory standards on bank capital adequacy and liquidity. According to the Basel Committee, the framework sets out higher and better-quality capital, better risk coverage, the introduction of a leverage ratio as a backstop to the risk-based requirement, measures to promote the build-up of capital that can be drawn down in periods of stress, and the introduction of two global liquidity standards.

•

In November 2010, the Federal Reserve's monetary policymaking committee, the Federal Open Market Committee ("FOMC"), decided that further support to the economy was needed. With short-term interest rates already nearing 0%, the FOMC agreed to deliver that support by committing to purchase additional longer-term securities, as it did in 2008 and 2009. The FOMC intends to buy an additional $600 billion of longer-term U.S. Treasury securities by mid-2011 and will continue to reinvest repayments of principal on its holdings of securities, as it has been doing since August 2010.

•

In November 2010, the FDIC approved two proposals that amend the deposit insurance assessment regulations. The first proposal implements a provision in the Dodd-Frank Act that changes the assessment base from one based on domestic deposits (as it has been since 1935) to one based on assets. The assessment base changes from adjusted domestic deposits to average consolidated total assets minus average tangible equity. The second proposal changes the deposit insurance assessment system for large institutions in conjunction with the guidance given in the Dodd-Frank Act. In February 2011, the FDIC approved the final rules that change the assessment base from domestic deposits to average assets minus average tangible equity, adopt a new scorecard-based assessment system for financial institutions with more than $10 billion in assets, and finalize the designated reserve ratio target size at 2.0% of insured deposits. We elected to voluntarily participate in the unlimited deposit insurance component of the Treasury's Transaction Account Guarantee Program ("TAGP") through December 31, 2010. Coverage under the program was in addition to and separate from the basic coverage available under the FDIC's general deposit insurance rules. As a result of the Dodd-Frank Act that was signed into law on July 21, 2010, the program ended on December 31, 2010, and all institutions are now required to provide full deposit insurance on noninterest-bearing transaction accounts until December 31, 2012. There will not be a separate assessment for this as there was for institutions participating in the deposit insurance component of the TAGP.

•

In June 2011, the Federal Reserve approved a final debit card interchange rule in accordance with the Dodd-Frank Act. The final rule caps an issuer's base fee at 21 cents per transaction and allows an additional 5 basis point charge per transaction to help cover fraud losses. Although the rule technically does not apply to institutions with less than $10 billion in assets, such as the Bank, there is concern that the price controls may harm community banks, which could be pressured by the marketplace to lower their own interchange rates. The Federal Reserve also adopted requirements for issuers to include two unaffiliated networks for debit card transactions - one signature-based and one PIN-based. The effective date for the final rules on the pricing and routing restrictions was October 1, 2011. The results of these final rules may impact our interchange income from debit card transactions in the future.

•

On September 21, 2011, the FOMC announced that, in order to support a stronger economic recovery and to help ensure that inflation, over time, is at levels consistent with its statutory mandate, it had decided to extend the average maturity of its holdings of securities. In addition, the FOMC announced that it intended to purchase, by the end of June 2012, $400 billion of Treasury securities with remaining maturities of 3 years or less in order to put downward pressure on longer-term interest rates and help make broader financial conditions more accommodative. Further, to help support conditions in mortgage markets, the FOMC intends to now reinvest in agency mortgage-backed securities the principal payments from its holdings of agency debt and agency mortgage-backed securities.

Although it is likely that further regulatory actions will arise as the Federal government attempts to address the economic situation, we cannot predict the effect that fiscal or monetary policies, economic control, or new federal or state legislation may have on our business and earnings in the future.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

Item 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective as of September 30, 2011. There have been no significant changes in our internal controls over financial reporting during the fiscal quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which the company is a party or of which any of its property is the subject.

Item 1A RISK FACTORS.

Not applicable

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

Not applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable

Item 4. (REMOVED AND RESERVED)

Not applicable

Item 5. OTHER INFORMATION.

Not applicable

Item 6. EXHIBITS.

31.1 Rule 13a-14(a) Certification of the Principal Executive Officer.

31.2 Rule 13a-14(a) Certification of the Principal Financial Officer.

32 Section 1350 Certifications.

101 The following materials from the Quarterly Report on Form 10-Q of Southern First Bancshares, Inc. for the quarter ended September 30, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Shareholders' Equity and Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.(1)

(1) As provided in Rule 406T of Regulation S-T, this information shall not be deemed "filed" or part of a registration statement or prospectus for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

SIGNATURES

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


							SOUTHERN FIRST BANCSHARES, INC.
							Registrant


	Date: November 4, 2011						/s/R. Arthur Seaver, Jr.
							R. Arthur Seaver, Jr.
							Chief Executive Officer (Principal Executive Officer)


	Date: November 4, 2011						/s/Michael D. Dowling
							Michael D. Dowling
							Chief Financial Officer (Principal Financial Officer)

INDEX TO EXHIBITS


	Exhibit Number						Description
	31.1						Rule 13a-14(a) Certification of the Principal Executive Officer.

	31.2						Rule 13a-14(a) Certification of the Principal Financial Officer.

	32						Section 1350 Certifications.

	101						The following materials from the Quarterly Report on Form 10-Q of Southern First Bancshares, Inc. for the quarter ended September 30, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Shareholders' Equity and Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.(1)

	(1)						As provided in Rule 406T of Regulation S-T, this information shall not be deemed "filed" or part of a registration statement or prospectus for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.