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FIRST RELIANCE BANCSHARES INC - Quarter Report: 2007 September (Form 10-Q)

Unassociated Document

FIRST RELIANCE BANCSHARES, INC.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 10-Q
 
(Mark One)
 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2007

OR

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission File Number 000-49757

FIRST RELIANCE BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)

South Carolina
 
80-0030931
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
2170 West Palmetto Street
Florence, South Carolina 29501
(Address of principal executive offices, including zip code)
 
(843) 656-5000
(Issuer’s telephone number, including area code)
 


State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:

3,487,393 shares of common stock, par value $0.01 per share, as of September 30, 2007

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o    Accelerated Filer o    Non-Accelerated Filer  x

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


FIRST RELIANCE BANCSHARES, INC.

INDEX

 
Page No.
PART I - FINANCIAL INFORMATION
   
       
Item 1.
Financial Statements (Unaudited)
   
       
 
Condensed Consolidated Balance Sheets - September 30, 2007 and December 31, 2006
 
3
       
 
Condensed Consolidated Statements of Income - Nine months ended September 30, 2007 and 2006
 
 
 
and Three months ended September 30, 2007 and 2006
 
4
       
 
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income-
   
 
Nine months ended September 30, 2007 and 2006
 
5
       
 
Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2007 and 2006
 
6
       
 
Notes to Condensed Consolidated Financial Statements
 
7-12
     
 
Item 2. Management's Discussion, and Analysis, of Financial Condition and Results of Operation
 
13-36
       
Item 3. Quantitative and Qualitative Disclosure About Market Risk
 
37
       
Item 4. Controls and Procedures
 
37
       
PART II. OTHER INFORMATION
   
       
Item 1. Legal Proceedings
 
38
       
Item 1A. Risk Factors  
38
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
38
       
Item 3. Defaults Upon Senior Securities
 
38
       
Item 4. Submission of Matters to a Vote of Securities Holders
 
38-39
       
Item 5. Other Information
 
39
       
Item 6.  Exhibits  
39
 


FIRST RELIANCE BANCSHARES, INC.
Condensed Consolidated Balance Sheets

   
September 30,
 
December 31,
 
 
 
2007
 
2006
 
 
 
(Unaudited)
 
(Audited)
 
Assets
     
Cash and cash equivalents:
         
Cash and due from banks
 
$
12,303,957
 
$
17,328,075
 
Federal funds sold
   
-
   
14,135,000
 
Total cash and cash equivalents
   
12,303,957
   
31,463,075
 
Securities available-for-sale
   
34,101,361
   
35,931,271
 
Nonmarketable equity securities
   
1,905,400
   
2,187,600
 
Investment in trust
   
310,000
   
310,000
 
Total investment securities
   
36,316,761
   
38,428,871
 
Loans held for sale
   
9,008,486
   
6,632,010
 
Loans receivable
   
434,389,319
   
353,491,036
 
Less allowance for loan losses
   
(4,736,321
)
 
(4,001,881
)
Loans, net
   
429,652,998
   
349,489,155
 
Premises and equipment, net
   
20,828,686
   
13,770,135
 
Accrued interest receivable
   
2,648,767
   
2,464,531
 
Other real estate owned
   
134,349
   
1,386,380
 
Cash surrender value life insurance
   
10,436,829
   
10,134,036
 
Other assets
   
3,444,406
   
2,442,529
 
Total assets
 
$
524,775,239
 
$
456,210,722
 
Liabilities and Shareholders’ Equity
             
Liabilities
             
Deposits
             
  Noninterest-bearing transaction accounts
 
$
42,917,750
 
$
42,107,434
 
  Interest-bearing transaction accounts
   
53,403,111
   
33,243,099
 
  Savings
   
82,138,499
   
78,831,730
 
  Time deposits $100,000 and over
   
150,067,645
   
111,991,864
 
  Other time deposits
   
112,300,558
   
106,763,956
 
Total deposits
   
440,827,563
   
372,938,083
 
Securities sold under agreement to repurchase
   
8,568,084
   
8,120,014
 
Federal funds purchased
   
3,000,000
   
-
 
Advances from Federal Home Loan Bank
   
24,000,000
   
28,500,000
 
Junior subordinated debentures
   
10,310,000
   
10,310,000
 
Accrued interest payable
   
913,244
   
766,276
 
Other liabilities
   
752,981
   
1,483,086
 
Total liabilities
   
488,371,872
   
422,117,459
 
Shareholders’ Equity
             
Common stock, $0.01 par value; 20,000,000 shares authorized,
             
3,487,393 and 3,424,878 shares issued and outstanding
             
at September 30, 2007 and December 31, 2006, respectively
   
34,874
   
34,249
 
Nonvested restricted stock
   
(147,729
)
 
(66,131
)
Capital surplus
   
25,808,044
   
25,257,814
 
Treasury Stock
   
(145,198
)
 
-
 
Retained earnings
   
11,057,547
   
8,857,755
 
Accumulated other comprehensive income (loss)
   
(204,171
)
 
9,576
 
Total shareholders’ equity
   
36,403,367
   
34,093,263
 
Total liabilities and shareholders’ equity
 
$
524,775,239
 
$
456,210,722
 
 
See notes to condensed consolidated financial statements.
 
-3-

 
FIRST RELIANCE BANCSHARES, INC.
 
Condensed Consolidated Statements of Income
(Unaudited)

   
Nine Months Ended
 
Three Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2007
 
2006
 
2007
 
2006
 
Interest income:
                 
Loans, including fees
 
$
25,745,192
 
$
21,274,745
 
$
9,234,300
 
$
7,794,896
 
Investment securities:
                         
Taxable
   
638,647
   
782,600
   
192,571
   
252,060
 
Nontaxable
   
552,593
   
477,460
   
199,636
   
162,552
 
Federal funds sold
   
384,420
   
514,916
   
48,010
   
239,121
 
Other interest income
   
121,958
   
95,302
   
34,078
   
36,149
 
Total
   
27,442,810
   
23,145,023
   
9,708,595
   
8,484,778
 
Interest expense:
                         
Time Deposits over $100,000
   
5,062,204
   
3,395,663
   
1,909,567
   
1,267,808
 
Other deposits
   
7,218,069
   
5,560,118
   
2,613,580
   
2,187,338
 
Other interest expense
   
1,412,171
   
1,256,653
   
488,234
   
482,954
 
Total
   
13,692,444
   
10,212,434
   
5,011,381
   
3,938,100
 
                           
Net interest income
   
13,750,366
   
12,932,589
   
4,697,214
   
4,546,678
 
Provision for loan losses
   
869,397
   
1,167,991
   
408,961
   
477,205
 
Net interest income after provision for
                         
loan losses
   
12,880,969
   
11,764,598
   
4,288,253
   
4,069,473
 
Noninterest income:
                         
Service charges on deposit accounts
   
1,394,945
   
1,225,798
   
486,508
   
451,211
 
Gain on sales of mortgage loans
   
1,635,949
   
1,445,891
   
519,818
   
506,710
 
Brokerage fees
   
124,220
   
97,226
   
38,351
   
37,451
 
Credit life insurance commissions
   
3,820
   
19,365
   
(786
)
 
8,757
 
Other charges, commissions and fees
   
259,087
   
192,873
   
96,299
   
66,999
 
Gain (loss) on sale of other real estate
   
4,187
   
23,529
   
(16,187
)
 
5,872
 
Gain (loss) on sale of fixed assets
   
16,104
   
(13
)
 
-
   
-
 
Gain on sale of securities
   
5,996
   
-
   
-
   
-
 
Other non-interest income
   
437,163
   
419,450
   
140,557
   
155,896
 
Total
   
3,881,471
   
3,424,119
   
1,264,560
   
1,232,896
 
Noninterest expenses:
                         
Salaries and employee benefits
   
7,922,140
   
6,872,949
   
2,694,710
   
2,373,243
 
Occupancy expense
   
979,034
   
844,153
   
323,142
   
282,565
 
Furniture and equipment expense
   
607,784
   
512,991
   
188,021
   
153,718
 
Other operating expenses
   
4,107,690
   
3,701,679
   
1,418,732
   
1,214,863
 
Total
   
13,616,648
   
11,931,772
   
4,624,605
   
4,024,389
 
Income before income taxes
   
3,145,792
   
3,256,945
   
928,208
   
1,277,980
 
Income tax expense
   
946,000
   
995,414
   
343,331
   
413,068
 
Net income
 
$
2,199,792
 
$
2,261,531
 
$
584,877
 
$
864,912
 
Earnings per share
                         
Basic earnings per share
 
$
0.64
 
$
0.67
 
$
0.17
 
$
0.25
 
Diluted earnings per share
 
$
0.62
 
$
0.65
 
$
0.17
 
$
0.25
 
 
See notes to condensed consolidated financial statements.
 
-4-


FIRST RELIANCE BANCSHARES, INC.
Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income
For the nine months ended September 30, 2007 and 2006
(Unaudited) 

   
Common Stock
     
Restricted
 
Treasury
 
Retained
 
Accumulated
Other
Compre-
hensive
Income
     
   
Shares
 
Amount
 
Surplus
 
Stock
 
Stock
 
Earnings
 
(Loss)
 
Total
 
Balance,
                                 
December 31, 2005
   
3,306,117
 
$
33,061
 
$
24,127,329
 
$
-
 
$
(9,896
)
$
5,611,847
 
$
(111,706
)
$
29,650,635
 
                                                   
Net income for the period
                                 
2,261,531
         
2,261,531
 
                                                   
Other comprehensive
                                                 
, net of tax
                                                 
expense of $9,674
                                       
18,779
   
18,779
 
                                                   
Comprehensive income
                                             
2,280,310
 
                                                   
Issuance of shares to 404(c)
   
24,800
   
248
   
355,930
                           
356,178
 
                                                   
Restricted Stock
   
6,800
   
68
   
100,066
   
(74,979
)
                   
25,155
 
                                                   
Sale of treasury stock
                           
9,896
               
9,896
 
                                                   
Exercise of stock options
   
78,400
   
784
   
543,354
                           
544,138
 
                                                   
Balance, September 30, 2006
   
3,416,117
 
$
34,161
 
$
25,126,679
 
$
(74,979
)
$
-
 
$
7,873,378
 
$
(92,927
)
$
32,866,312
 
                                                   
Balance,
                                                 
December 31, 2006
   
3,424,878
   
34,249
   
25,257,814
   
(66,131
)
 
-
   
8,857,755
   
9,576
   
34,093,263
 
                                                   
Net income for the period
                                 
2,199,792
         
2,199,792
 
                                                   
Other comprehensive
                                                 
loss, net of tax
                                                 
benefit of $ 110,112
                                       
(213,747
)
 
(213,747
)
                                                   
Comprehensive income
                                             
1,986,045
 
                                                   
Issuance of shares to 404c plan
   
13,383
   
134
   
198,246
                           
198,380
 
                                                   
Restricted stock
   
8,987
   
90
   
132,393
   
(81,598
)
                   
50,885
 
                                                   
Purchase of treasury stock
                           
(145,198
)
             
(145,198
)
                                                   
Exercise of stock options
   
40,145
   
401
   
219,591
                           
219,992
 
                                                   
Balance, September 30, 2007
   
3,487,393
 
$
34,874
 
$
25,808,044
 
$
(147,729
)
$
(145,198
) $
11,057,547
 
$
(204,171
)
$
36,403,367
 

See notes to condensed consolidated financial statements.

-5-

 
FIRST RELIANCE BANCSHARES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

   
Nine Months Ended
 
   
September 30,
 
   
2007
 
2006
 
Cash flows from operating activities:
         
Net income
 
$
2,199,792
 
$
2,261,531
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
Provision for loan losses
   
869,397
   
1,167,991
 
Depreciation and amortization expense
   
576,096
   
663,571
 
Accretion and premium amortization
   
44,933
   
47,804
 
Disbursements from loans held-for-sale
   
(105,965,150
)
 
(95,702,610
)
Proceeds from sales of mortgages held-for-sale
   
103,588,674
   
94,116,843
 
Write down of other real estate owned
   
-
   
119,146
 
Deferred income tax provision
   
(428,749
)
 
(567,977
)
Gain on sales of other real estate
   
(4,187
)
 
(23,529
)
Gain on sale of securities
   
(5,996
)
 
-
 
Gain on sale of fixed assets
   
(16,104
)
 
-
 
Increase in interest receivable
   
(184,236
)
 
(74,080
)
Increase (decrease) in interest payable
   
146,968
   
254,193
 
Increase (decrease) in other liabilities
   
(730,105
)
 
563,847
 
Increase in other assets
   
(953,286
)
 
(6,795,185
)
Net cash provided (used) by operating activities
   
(861,953
)
 
(3,968,455
)
Cash flows from investing activities:
             
Net increase in loans to customers
   
(81,375,712
)
 
(50,970,409
)
Purchases of securities available-for-sale
   
(10,019,236
)
 
(1,421,226
)
Proceeds on sales of securities available-for-sale
         
9,785,569
 
Calls and maturities on securities available-for-sale
   
1,698,281
   
2,450,864
 
Purchases of non marketable equity securities
   
(1,766,300
)
 
(390,500
)
Proceeds on sales of nonmarketable equity securities
   
2,051,000
   
-
 
Proceeds on sales of other real estate
   
1,598,690
   
446,794
 
Proceeds from disposal of premises, furniture and equipment
   
38,066
   
-
 
Purchases of premises and equipment
   
(7,469,132
)
 
(2,330,227
)
Net cash used by investing activities
   
(85,458,774
)
 
(52,214,704
)
Cash flows from financing activities:
             
Net increase in deposit accounts
   
67,889,480
   
38,926,470
 
Net increase in securities sold under agreements to repurchase
   
448,070
   
3,597,366
 
Decrease in advances from the Federal Home Loan Bank
   
(4,500,000
)
 
(1,000,000
)
Purchase of federal funds
   
3,000,000
   
-
 
Proceeds from issuance of shares to 404(c) plan
   
198,380
   
356,178
 
Sale (purchase) of treasury stock
   
(145,198
)
 
9,896
 
Proceeds from stock issuance
   
-
   
-
 
Proceeds from the exercise of stock options
   
219,992
   
544,138
 
Issuance of restricted stock
   
50,885
   
25,155
 
Net cash provided by financing activities
   
67,161,609
   
42,459,203
 
Net decrease in cash and cash equivalents
   
(19,159,118
)
 
(13,723,956
)
Cash and cash equivalents, beginning of period
   
31,463,075
   
29,706,897
 
Cash and cash equivalents, end of period
 
$
12,303,957
 
$
15,982,941
 
             
Income taxes
 
$
1,111,821
 
$
1,277,049
 
Interest
 
$
13,545,476
 
$
9,958,241
 
 
See notes to condensed consolidated financial statements.
 
-6-


 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1 - Basis of Presentation

The accompanying financial statements have been prepared in accordance with the requirements for interim financial statements and, accordingly, they are condensed and omit disclosures, which would substantially duplicate those contained in the most recent annual report to shareholders. The financial statements as of September 30, 2007 and 2006 and for the interim periods then ended are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The financial information as of December 31, 2006 has been derived from the audited financial statements as of that date. For further information, refer to the financial statements and the notes included in First Reliance Bancshares, Inc.'s 2006 Annual Report on Form 10-K.

Note 2 - Recently Issued Accounting Pronouncements

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

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities. The standard also requires expanded disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of Statement 157 to materially impact the Company's consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans”, which amends SFAS No. 87 and SFAS No. 106 to require recognition of the overfunded or underfunded status of pension and other postretirement benefit plans on the balance sheet. Under SFAS No. 158, gains and losses, prior service costs and credits, and any remaining transition amounts under SFAS No. 87 and SFAS No. 106 that have not yet been recognized through net periodic benefit cost will be recognized in accumulated other comprehensive income, net of tax effects, until they are amortized as a component of net periodic cost. The measurement date − the date at which the benefit obligation and plan assets are measured − is required to be the company's fiscal year end. SFAS No. 158 is effective for publicly−held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008. The company does not have a defined benefit pension plan. Therefore, SFAS No. 158 will not impact the company's consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities − Including an amendment of SFAS No. 115”. This statement permits, but does not require, entities to measure many financial instruments at fair value. The objective is to provide entities with an opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Entities electing this option will apply it when the entity first recognizes an eligible instrument and will report unrealized gains and losses on such instruments in current earnings. This statement 1) applies to all entities, 2) specifies certain election dates, 3) can be applied on an instrument−by−instrument basis with some exceptions, 4) is irrevocable and 5) applies only to entire instruments. One exception is demand deposit liabilities which are explicitly excluded as qualifying for fair value. With respect to SFAS No. 115, available for sale and held to maturity securities at the effective date are eligible for the fair value option at that date. If the fair value option is elected for those securities at the effective date, cumulative unrealized gains and losses at that date shall be included in the cumulative−effect adjustment and thereafter, such securities will be accounted for as trading securities. SFAS No. 159 is effective for the Company on January 1, 2008. Earlier adoption is permitted in 2007 if the Company also elects to apply the provisions of SFAS No. 157. The Company did not early adopt SFAS No. 159 and believes that it is unlikely that it will expand its use of fair value accounting upon the January 1, 2008 effective date.

See notes to condensed consolidated financial statements.
 
-7-

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 2 - Recently Issued Accounting Pronouncements - continued

In September 2006, the FASB ratified the consensuses reached by the FASB's Emerging Issues Task Force ("EITF") relating to EITF No. 06−4 "Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split−Dollar Life Insurance Arrangements". EITF No. 06−4 addresses employer accounting for endorsement split−dollar life insurance arrangements that provide a benefit to an employee that extends to postretirement periods should recognize a liability for future benefits in accordance with SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", or Accounting Principles Board ("APB") Opinion No. 12, "Omnibus Opinion−1967". EITF 06−4 is effective for fiscal years beginning after December 15, 2007. Entities should recognize the effects of applying this Issue through either (a) a change in accounting principle through a cumulative−effect adjustment to retained earnings or to other components of equity or net assets in the statement of financial position as of the beginning of the year of adoption or (b) a change in accounting principle through retrospective application to all prior periods. The company is currently analyzing the effects of EITF No. 06−4 on the Company’s consolidated financial statements.

In September 2006, the FASB ratified the consensus reached related to EITF No. 06−5, "Accounting for Purchases of Life Insurance−Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85−4, Accounting for Purchases of Life Insurance." EITF No. 06−5 states that a policyholder should consider any additional amounts included in the contractual terms of the insurance policy other than the cash surrender value in determining the amount that could be realized under the insurance contract. EITF No. 06−5 also states that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual−life by individual−life policy (or certificate by certificate in a group policy). EITF No. 06−5 is effective for fiscal years beginning after December 15, 2007. Although, the Company does not believe the adoption of EITF No. 06−5 will have a material impact on the Company's consolidated financial statements management is currently analyzing the impact of adoption.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

Note 3 - Equity Incentive Plan

During the first quarter of 2006, the Company adopted the 2006 Equity Incentive Plan. The 2006 Equity Incentive Plan provides for the granting of dividend equivalent rights, options, performance unit awards, phantom shares, stock appreciation rights, and stock awards of up to 350,000 shares of the Company’s common stock to officers, employees, directors, consultants, and other service providers of the Company, or any Affiliate of the Company.

During the nine months ended September 30, 2007 and 2006, the Company granted 62,481 and 45,774 stock appreciation rights, respectively. A stock appreciation right entitles an individual to receive the excess of the fair market value from the grant date to the exercise date in a settlement of Company stock. The Company has funded the liability through charges to earnings. The accrued liability for the stock appreciation rights was $83,127 and $20,089 for the nine months ended September 30, 2007 and 2006, respectively.

During the three months ended September 30, 2007 and 2006, the company did not issue any stock appreciation rights.

See notes to condensed consolidated financial statements.

-8-


 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 3 - Equity Incentive Plan - continued

A summary of the status of the Company’s stock appreciation rights as of the nine and three months ended September 30, 2007 and 2006 is presented below:

For the Nine Months Ended September 30,
 
2007
 
2006
 
       
Weighted
   
Weighted
 
       
Average
   
Average
 
       
Exercise
   
Exercise
 
   
Shares
 
Price
 
Shares
 
Price
 
Outstanding at January 1
   
45,501
 
$
14.87
   
-
 
$
-
 
Granted
   
62,481
   
15.00
   
45,774
   
14.87
 
Exercised
   
-
   
-
   
-
   
-
 
Forfeited
   
-
   
-
   
(273
)
 
14.85
 
                           
Outstanding at September 30
   
107,982
 
$
14.95
   
45,501
 
$
14.87
 
 
For the Three Months Ended September 30,
 
2007
 
2006
 
       
Weighted
   
Weighted
 
       
Average
   
Average
 
       
Exercise
   
Exercise
 
   
Shares
 
Price
 
Shares
 
Price
 
Outstanding at July 1
   
107,982
 
$
14.95
   
45,501
 
$
14.87
 
Granted
   
-
   
-
   
-
   
-
 
Exercised
   
-
   
-
   
-
   
-
 
Forfeited
   
-
   
-
   
-
   
-
 
                           
Outstanding at September 30
   
107,982
 
$
14.95
   
45,501
 
$
14.87
 

During the nine months ended September 30, 2007, the Company granted 8,987 shares of restricted stock, pursuant to the 2006 Equity Incentive Plan. The shares “cliff” vest in three years. The weighted average fair value of restricted stock granted in the nine months ended September 30, 2007 was $14.67. Compensation cost associated with the grant was $50,884 for the nine months ended September 30, 2007.

A summary of the status of the Company’s restricted stock as of the three months ended September 30, 2007 is presented below:

   
Three months ended
 
   
September 30, 2007
 
       
Weighted
 
       
Average
 
       
Exercise
 
   
Shares
 
Price
 
Outstanding at July 1
   
11,714
 
$
14.88
 
Granted
   
1,819
   
13.75
 
Exercised
   
-
   
-
 
   
-
   
-
 
Outstanding at September 30, 2007
   
13,533
 
$
14.72
 

See notes to condensed consolidated financial statements.

-9-


 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 3 - Equity Incentive Plan - continued

A summary of the status of the Company’s restricted stock as of the nine months ended September 30, 2007 is presented below:

   
Nine months ended
 
   
September 30, 2007
 
       
Weighted
 
       
Average
 
       
Exercise
 
   
Shares
 
Price
 
Outstanding at January 1
   
6,771
 
$
14.86
 
Granted
   
8,987
   
14.67
 
Exercised
   
(2,225
)
 
14.86
 
   
-
   
-
 
Outstanding at September 30, 2007
   
13,533
 
$
14.73
 

Note 4 - Earnings Per Share

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, 2007 and 2006.  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. 

   
Nine Months Ended September 30, 2007
 
   
Income
 
Shares
 
Per Share
 
   
(Numerator)
 
(Denominator)
 
Amount
 
Basic earnings per share
             
Income available to common shareholders
 
$
2,199,792
   
3,458,775
 
$
0.64
 
Effect of dilutive securities
                   
Stock options
   
-
   
85,230
     
Non vested restricted stock
   
-
   
4,310
     
Diluted earnings per share
                   
                   
plus assumed conversions
 
$
2,199,792
   
3,548,315
 
$
0.62
 

   
Nine Months Ended September 30, 2006
 
   
Income
 
Shares
 
Per Share
 
   
(Numerator)
 
(Denominator)
 
Amount
 
Basic earnings per share
             
Income available to common shareholders
 
$
2,261,531
   
3,379,624
 
$
0.67
 
Effect of dilutive securities
                   
Stock options
   
-
   
112,057
     
Non vested restricted stock
   
-
   
747
     
Diluted earnings per share
                   
                   
plus assumed conversions
 
$
2,261,531
   
3,492,428
 
$
0.65
 

See notes to condensed consolidated financial statements.
 
-10-


Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 4 - Earnings Per Share - continued

   
Three Months Ended September 30, 2007
 
   
Income
 
Shares
 
Per Share
 
   
(Numerator)
 
(Denominator)
 
Amount
 
Basic earnings per share
             
Income available to common shareholders
 
$
584,877
   
3,485,861
 
$
0.17
 
Effect of dilutive securities
                   
Stock options
   
-
   
31,648
       
Non vested restricted stock
   
-
   
7,665
       
Diluted earnings per share
                   
Income available to common shareholders
                   
plus assumed conversions
 
$
584,777
   
3,525,174
 
$
0.17
 

   
Three Months Ended September 30, 2006
 
   
Income
 
Shares
 
Per Share
 
   
(Numerator)
 
(Denominator)
 
Amount
 
Basic earnings per share
             
Income available to common shareholders
 
$
864,912
   
3,406,109
 
$
0.25
 
Effect of dilutive securities
                   
Stock options
   
-
   
104,447
       
Non vested restricted stock
   
-
   
777
       
Diluted earnings per share
                   
Income available to common shareholders
                   
plus assumed conversions
 
$
864,912
   
3,511,333
 
$
0.25
 

Note 5 - Stock Compensation Plan

On June 19, 2003, the Company established the 2003 First Reliance Bank Employee Stock Option Plan (Stock Plan) that provides for the granting of options to purchase up to 250,000 shares of the Company’s common stock to directors, officers, or employees of the Company. This plan was preceded by the 1999 First Reliance Bank Employee Stock Option Plan, which provided for the granting of options to purchase up to 238,000 shares of the Company’s common stock to directors, officers, or employees of the Company. The per-share exercise price of incentive stock options granted under the Stock Plan may not be less than the fair market value of a share on the date of grant. The per-share exercise price of stock options granted is determined by the Board of Directors. The expiration date of any option may not be greater than ten years from the date of grant. Options that expire unexercised or are canceled become available for reissuance. At September 30, 2007, there were no options available for grant under the 2003 plan and no options available for grant under the 1999 plan.

A summary of the status of the Company’s stock plan as of the nine months ended September 30, 2007 and changes during the period is presented below:
 
   
Nine months ended
 
   
September 30, 2007
 
       
Average
 
       
Exercise
 
   
Shares
 
Price
 
Outstanding at January 1
   
321,992
 
$
7.95
 
Granted
   
-
   
-
 
Exercised
   
(40,145
)
 
5.48
 
Forfeited
   
-
   
-
 
Outstanding at September 30, 2007
   
281,847
 
$
8.30
 

See notes to condensed consolidated financial statements.
 
-11-



Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 5 - Stock Compensation Plan - continued

A summary of the status of the Company’s stock plan as of the three months ended September 30, 2007 and changes during the period is presented below:

   
Three months ended
September 30, 2007
 
   
       
Average
 
 
 
 
 
Exercise
 
   
Shares
   
Price
 
Outstanding at July 1
   
282,847
 
$
7.95
 
Granted
   
-
   
-
 
Exercised
   
(1,000
)
 
6.17
 
Forfeited
   
-
   
-
 
Outstanding at September 30, 2007
   
281,847
 
$
8.30
 
 
Note 6 - Comprehensive Income

The components of other comprehensive income and related tax effects are as follows:
 
   
 
 
Tax
 
 
 
 
 
Pre-tax
 
(Expense)
 
Net-of-tax
 
   
Amount
 
Benefit
 
Amount
 
For the Nine Months Ended September 30, 2007:
             
Unrealized losses on securities available-for-sale
 
$
(327,355
)
$
111,301
 
$
(217,243
)
Reclassification adjustment for gains (losses) realized in net income
   
3,496
   
(1,189
)
 
2,307
 
   
$
(323,859
)
$
110,112
 
$
(213,747
)
For the Nine Months Ended September 30, 2006:
                   
Unrealized gain on securities available-for-sale
 
$
28,453
 
$
(9,674
)
$
18,779
 
Reclassification adjustment for gains (losses) realized in net income
   
-
   
-
   
-
 
   
$
28,453
 
$
(9,674
)
$
18,779
 
For the Three Months Ended September 30, 2007:
                   
Unrealized gain on securities available-for-sale
 
$
333,162
 
$
(113,275
)
$
219,887
 
Reclassification adjustment for gains (losses) realized in net income
   
-
   
-
   
-
 
   
$
331,162
 
$
(113,275
)
$
219,887
 
For the Three Months Ended September 30, 2006:
                   
Unrealized losses on securities available-for-sale
 
$
(688,143
)
$
233,333
 
$
(454,810
)
Reclassification adjustment for gains (losses) realized in net income
   
-
   
-
   
-
 
   
$
(688,143
)
$
233,333
 
$
(454,810
)

Accumulated other comprehensive income consists solely of net unrealized gains and losses on securities available for sale, net of the deferred tax effects.

See notes to condensed consolidated financial statements.
 
-12-



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

The following discussion reviews our results of operations and assesses our financial condition.  You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements.  The commentary should be read in conjunction with the discussion of forward-looking statements, the financial statements and the related notes and the other statistical information included in this report.

Advisory Note Regarding Forward-Looking Statements

The statements contained in this report on Form 10-Q that are not historical facts are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. We caution readers of this report that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of us to be materially different from those expressed or implied by such forward-looking statements. Although we believe that our expectations of future performance is based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from our expectations.

Factors which could cause actual results to differ from expectations include, among other things:

 
·
the challenges, costs and complications associated with the continued development of our branches;
     
 
·
the potential that loan charge-offs may exceed the allowance for loan losses or that such allowance will be increased as a result of factors beyond the control of us;
     
 
·
our dependence on senior management;
     
 
·
competition from existing financial institutions operating in our market areas as well as the entry into such areas of new competitors with greater resources, broader branch networks and more comprehensive services;
     
 
·
adverse conditions in the stock market, the public debt market, and other capital markets (including changes in interest rate conditions);
     
 
·
changes in deposit rates, the net interest margin, and funding sources;
     
 
·
inflation, interest rate, market, and monetary fluctuations;
     
 
·
risks inherent in making loans including repayment risks and value of collateral;
     
 
·
the strength of the United States economy in general and the strength of the local economies in which we conduct operations may be different than expected resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on our loan portfolio and allowance for loan losses;
     
 
·
fluctuations in consumer spending and saving habits;
     
 
·
the demand for our products and services;
     
 
·
technological changes;
     
 
·
the challenges and uncertainties in the implementation of our expansion and development strategies;
     
 
·
the ability to increase market share;
     
 
·
the adequacy of expense projections and estimates of impairment loss;
     
 
·
the impact of changes in accounting policies by the Securities and Exchange Commission;
     
 
·
unanticipated regulatory or judicial proceedings;
     
 
·
the potential negative effects of future legislation affecting financial institutions (including without limitation laws concerning taxes, banking, securities, and insurance);
     
 
·
the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
     
 
·
the timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet;
     
 
·
the impact on our business, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts;
 
See notes to condensed consolidated financial statements.
 
-13-


 
·
other factors described in this report and in other reports we have filed with the Securities and Exchange Commission; and
     
 
·
our success at managing the risks involved in the foregoing.

Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made to reflect the occurrence of unanticipated events.
 
See notes to condensed consolidated financial statements.
 
-14-



 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Overview

First Reliance Bank (the "Bank") is a state-chartered bank headquartered in Florence, South Carolina. The Bank opened for business on August 16, 1999. The principal business activity of the Bank is to provide banking services to domestic markets, principally in Florence County, Lexington County, Charleston County, Horry County, Greenville County, and York County, South Carolina. The deposits of the Bank are insured by the Federal Deposit Insurance Corporation.
 
See notes to condensed consolidated financial statements.
 
-15-



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

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 customers.  We have also included a discussion of the various components of this non-interest income, as well as of our non-interest expense.
 
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 Securities and Exchange Commission.

Critical Accounting Policies

We have adopted various accounting policies which govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting policies are described in the notes to the consolidated financial statements at December 31, 2006 as filed on our annual report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by us which have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on the historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could have a major impact on our carrying values of assets and liabilities and our results of operations.

We believe the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in preparation of our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for description of our processes and methodology for determining our allowance for loan losses.

Regulatory Matters

We are not aware of any current recommendations by regulatory authorities which, if they were to be implemented, would have a material effect on liquidity, capital resources or operations.

Effect of Economic Trends

Economic conditions, competition and federal monetary and fiscal policies also affect financial institutions. Lending activities are also influenced by regional and local economic factors, such as housing supply and demand, competition among lenders, customer preferences and levels of personal income and savings in our primary market area.
 
See notes to condensed consolidated financial statements.
 
-16-



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Results of Operations

Income Statement Review

Three months ended September 30, 2007 and 2006:

Our net income was $ 584,877 and $864,912 for the three months ended September 30, 2007 and 2006, respectively, a decrease of $ 280,035, or 32.38%.  The $ 280,035 decrease in net income resulted primarily from an increase of $1.1 million in interest expense and $ 600,216 in non-interest expense. The decline in net income can be attributed to our investment in branch expansion and current market conditions.

Nine months ended September 30, 2007 and 2006
 
Our net income was $ 2.2 million and $2.3 million for the nine months ended September 30, 2007 and 2006, respectively, a decrease of $ 61,739, or 2.73%. The $61,739 decrease in net income resulted primarily from an increase of $ 3.5 million in interest expense and $ 1.7 million in non-interest expense. The discussion and tables that follow address the decrease in net income for this period. The decline in net income can be attributed to our investment in branch expansion and current market conditions.
 
Net Interest Income

Our level of net interest income is determined by the level of earning assets and the management of our net interest margin.  The continuous growth in our loan portfolio is the primary driver of the increase in net interest income.  During the nine months ended September 30, 2007, our average loan portfolio increased $55.4 million compared to the average for the nine months ended September 30, 2006.  The loan growth in the nine months of 2007 was $80.9 million.  We anticipate the growth in loans will continue to drive the growth in assets and the growth in net interest income.  However, no assurance can be given that we will be able to continue to increase loans at the same levels we have experienced in the past. 
 
At September 30, 2007, net loans represented 81.9% of total assets, while investments represented 6.9% of total assets.  While we plan to continue our focus on increasing the loan portfolio, as rates on investment securities begin to rise and additional deposits are obtained, we also anticipate increasing the size of the investment portfolio. 
 
We continue to aggressively target core deposit growth by offering the best in market deposit and loan rates. This, along with our successful marketing campaigns and cross selling, is producing a more seasoned deposit base. At September 30, 2007, retail deposits represented $275.8 million, or 52.6% of total assets, borrowings represented $45.9 million, or 8.7% of total assets, and wholesale non-core deposits represented $165.1 million, or 31.5% of total assets.
 
As more fully discussed in the - "Market Risk" and - "Liquidity and Interest Rate Sensitivity" sections below, at September 30, 2007, 59.1% of our loans had variable rates.  Given our high percentage of rate-sensitive loans, our primary focus during the past three years has been to obtain short-term liabilities to fund our asset growth.  This strategy improves our ability to manage the impact on our earnings. The current market outlook suggest a decline in rates over the short-term.
 
At September 30, 2007, 93.8% of interest-bearing liabilities had a maturity of less than one year. At September 30, 2007, we had $39.3 million more assets than liabilities that reprice within the next three months. 
 
See notes to condensed consolidated financial statements.
 
-17-


 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued
 
We intend to maintain a capital level for the bank that exceeds requirements to be classified as a "well capitalized" bank.  To provide the additional capital needed to support our bank's growth in assets, in 2006 we issued $10.3 million in junior subordinated debentures. As of September 30, 2007, the Company's regulatory capital levels were over $5 million in excess of the various well capitalized requirements.
 
See notes to condensed consolidated financial statements.
 
-18-



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

In addition to the growth in both assets and liabilities, and the timing of repricing of our assets and liabilities, net interest income is also affected by the ratio of interest-earning assets to interest-bearing liabilities and the changes in interest rates earned on our assets and interest rates paid on our liabilities.

Our net interest income margin for the three months and nine months ended September 30, 2007, exceeded our net interest spread because we had more interest-earning assets than interest-bearing liabilities.  Average interest-earning assets exceeded average interest-bearing liabilities by $42.4 million and $45.1 million for the three months and nine months ended September 30, 2007, respectively. 
 
Our net interest spread for the three months and nine months ended September 30, 2007 was 3.62% and 3.72%, respectively. Because we had more interest-earning assets than interest-bearing liabilities that repriced, our net interest spread decreased 26 basis points and 2 basis points in the three months and nine months ended September 30, 2007, respectively versus the prior year's interest spread.

For the three months and nine months ended September 30, 2007, our net interest margin was 4.04% and 4.19%, respectively.  The change in our net interest margin was 5 basis points lower than the change in net interest spread for the three month period ended September 30, 2007, when compared to the same period in 2006. For the nine months ended September 30, 2007, when compared to the same period in 2006, the change in our net interest margin equals the change in net interest spread. 

We have included a number of tables to assist in our description of various measures of our financial performance.  For example, the "Average Balances" table shows 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 both the three months ended September 30, 2007 and 2006 and the nine months of 2007 and 2006.  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.  A review of these tables shows that as short-term rates continue to rise, the increase in net interest income is more effected by the changes in rates than in prior years.  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.
 
See notes to condensed consolidated financial statements.
 
-19-


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued
 
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.
 
   
Average Balances, Income and Expenses, and Rates
 
   
For the three months ended
 
For the three months ended
 
   
September 30, 2007
 
September 30, 2006
 
   
Average
 
Income/
 
Yield/
 
Average
 
Income/
 
Yield/
 
   
Balance
 
Expense
 
Rate
 
Balance
 
Expense
 
Rate
 
(Dollars in thousands)
                         
Assets
                         
Securities, taxable
 
$
15,720
 
$
193
   
4.87
%
$
21,080
 
$
252
   
4.74
%
Securities, nontaxable (1)
   
18,507
   
267
   
5.72
   
14,984
   
218
   
5.77
 
Loans (2)
   
428,399
   
9,234
   
8.55
   
361,320
   
7,795
   
8.56
 
Federal funds sold and other
   
3,361
   
57
   
6.73
   
20,606
   
252
   
4.86
 
Nonmarketable equity securities
   
1,502
   
25
   
6.60
   
2,169
   
23
   
4.22
 
Total earning assets
   
467,489
   
9,776
   
8.30
   
420,159
   
8,540
   
8.06
 
Non-earning assets
   
40,797
               
31,110
             
Total assets
 
$
508,286
             
$
451,269
             
Liabilities and Stockholders' equity
                                     
Interest bearing transaction accounts
 
$
44,256
 
$
315
   
2.82
%
$
27,347
 
$
44
   
0.64
%
Savings and money market accounts
   
80,563
   
814
   
4.01
   
92,733
   
920
   
3.93
 
Time deposits
   
264,052
   
3,394
   
5.10
   
213,347
   
2,491
   
4.63
 
Total interest bearing deposits
   
388,871
   
4,523
   
4.61
   
333,426
   
3,455
   
4.11
 
Junior subordinated debentures
   
10,310
   
156
   
6.00
   
10,310
   
156
   
6.01
 
Other borrowings
   
25,903
   
332
   
5.09
   
29,995
   
327
   
4.32
 
Total other interest bearing liabilities
   
36,213
   
488
   
5.35
   
40,305
   
483
   
4.75
 
Total interest bearing liabilities
   
425,084
   
5,011
   
4.68
   
373,731
   
3,938
   
4.18
 
Non-interest bearing deposits
   
43,927
               
45,622
             
Other liabilities
   
3,246
               
-
             
Stockholders' equity
   
36,029
               
31,916
             
Total liabilities and equity
 
$
508,286
             
$
451,269
             
Net interest income /interest spread
         
4,765
   
3.62
%
       
4,602
   
3.88
%
Net yield on earning assets
               
4.04
%
             
4.35
%

(1)
Fully tax- equivalent basis at 34% tax rate for non-taxable securities
 
(2)
Includes mortgage loans held for sale
 
See notes to condensed consolidated financial statements.
 
-20-

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Our net interest spread was 3.62% for the three months ended September 30, 2007, compared to 3.88% for the three months ended September 30, 2006.  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.

Our net interest margin is calculated as net interest income divided by average interest-earning assets.  Our net interest margin for the three months ended September 30, 2007 was 4.04%, compared to 4.35% for the three months ended September 30, 2006.  During the three months ended September 30, 2007, interest-earning assets averaged $467.5 million, compared to $420.2 million in the three months ended September 30, 2006.  Interest earning assets exceeded interest bearing liabilities by $42.4 million and $46.4 million for the three month periods ended September 30, 2007 and 2006, respectively. 

Our loan yield decreased 1 basis point for the three months ended September 30, 2007 compared to the three months ended September 30, 2006. Cost of interest bearing liabilities increased 50 basis points for the third quarter of 2007 compared to the same period in 2006.  The increase of 218 basis points on our interest bearing transaction accounts, compared to the prior year period, was a result of a marketing campaign to remain competitive in out local market. The 47 basis point increase in cost of time deposits, compared to the prior year period, was a result of renewal rates on time deposits being much higher than the original rates due to past increases in the prime rate.  In addition, the cost of our savings and money market accounts has increased by 8 basis points as we have increased the rates we offer on these products in relation to the increase in short-term market rates to stay competitive. The 60 basis point increase in other borrowings in the third quarter of 2007 compared to the same period in 2006 resulted primarily from the impact of the increase in short-term market rates over the past twelve months.  As of September 30, 2007, approximately 16.7% of our FHLB advances had fixed rates, while all of our other borrowings had variable rates.

Net interest income, the largest component of our income, was $4.7 million and $4.5 million for the three months ended September 30, 2007 and 2006, respectively.  The significant increase in the third quarter of 2007 related to higher levels of both average earning assets and interest-bearing liabilities.  Average earning assets were $47.3 million higher during the three months ended September 30, 2007 compared to the same period in 2006.

Interest income for the three months ended September 30, 2007 was $9.7 million, consisting of $9.2 million of interest and fees on loans, $392,207 of investment income, interest of $48,010 on federal funds sold, and $34,078 in other interest income. Interest on loans for the three months ended September 30, 2007 and 2006 represented 95.1% and 91.9%, respectively, of total interest income, while income from investments, federal funds sold, and other interest income represented only 4.9% and 8.1% of total interest income.  The high percentage of interest income from loans relates to our strategy to maintain a significant portion of our assets in higher earning loans compared to lower yielding investments.  Average loans represented 91.6% and 86.0% of average interest-earning assets for the three months ended September 30, 2007 and 2006, respectively. 

Interest expense for the three months ended September 30, 2007 was $5.0 million, consisting of $4.5 million related to deposits and $488,234 related to borrowings.  Interest expense for the three months ended September 30, 2006 was $3.9 million, consisting of $3.5 million related to deposits and $482,954 related to borrowings.  Interest expense on deposits for the three months ended September 30, 2007 and 2006 represented 90.3% and 87.7%, respectively, of total interest expense, while interest expense on borrowings represented 9.7% and 12.3%, respectively, of total interest expense for the same three month periods. During the three months ended September 30, 2007, average interest-bearing deposits increased by $55.4 million over the same period in 2006, while other interest bearing liabilities during the three months ended September 30, 2007 decreased $4.1 million over the same period in 2006.  Alternative borrowings decreased primarily as a result of successful marketing campaigns focusing on core deposit growth and branch expansion. 
 
See notes to condensed consolidated financial statements.
 
-21-

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Average Balances, Income and Expenses, and Rates

   
For the nine months ended
September 30, 2007
 
For the nine months ended
September 30, 2006
 
   
Average
 Balance
 
Income/
Expense
 
Yield/
Rate
 
Average
Balance
 
Income/
Expense
 
Yield/
Rate
 
(Dollars in thousands)
                         
Assets
                         
Securities, taxable
 
$
17,797
 
$
639
   
4.80
%
$
21,871
 
$
783
   
4.78
%
Securities, nontaxable (1)
   
17,101
   
740
   
5.79
   
14,725
   
640
   
5.81
 
Loans (2)
   
398,039
   
25,745
   
8.65
   
342,634
   
21,275
   
8.30
 
Federal funds sold and other
   
10,181
   
428
   
5.62
   
14,787
   
546
   
4.94
 
Nonmarketable equity securities
   
1,710
   
78
   
6.10
   
1,973
   
64
   
4.33
 
Total earning assets
   
444,828
   
27,630
   
8.30
   
395,990
   
23,308
   
7.87
 
Non-earning assets
   
38,271
               
28,840
             
Total assets
 
$
483,099
             
$
424,830
             
Liabilities and Stockholders' equity
                                     
Interest bearing transaction accounts
 
$
33,632
 
$
435
   
1.73
%
$
26,727
 
$
144
   
0.72
%
Savings and money market accounts
   
78,855
   
2,378
   
4.03
   
86,693
   
2,396
   
3.69
 
Time deposits
   
248,885
   
9,467
   
5.09
   
199,928
   
6,416
   
4.29
 
Total interest bearing deposits
   
361,372
   
12,280
   
4.54
   
313,348
   
8,956
   
3.82
 
Junior subordinated debentures
   
10,310
   
464
   
6.02
   
10,310
   
462
   
5.99
 
Other borrowings
   
27,976
   
948
   
4.54
   
25,971
   
794
   
4.09
 
Total other interest bearing liabilities
   
38,286
   
1,412
   
4.93
   
36,281
   
1,256
   
4.63
 
Total interest bearing liabilities
   
399,657
   
13,692
   
4.58
   
349,629
   
10,212
   
3.91
 
Non-interest bearing deposits
   
45,506
               
44,144
             
Other Liabilities
   
2,578
                               
Stockholders' equity
   
35,358
               
31,057
             
Total liabilities and equity
 
$
483,099
             
$
424,830
             
Net interest income /interest spread
         
13,938
   
3.72
%
       
13,096
   
3.96
%
Net yield on earning assets
               
4.19
%
             
4.42
%

(1) Fully tax- equivalent basis at 34% tax rate for non-taxable securities
 
(2) Includes mortgage loans held for sale
 
See notes to condensed consolidated financial statements.
 
-22-


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Our net interest spread was 3.72% for the nine months ended September 30, 2007, compared to 3.96% for the nine months ended September 30, 2006.  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.

Our net interest margin is calculated as net interest income divided by average interest-earning assets.  Our net interest margin for the nine months ended September 30, 2007 was 4.19%, compared to 4.42% for the nine months ended September 30, 2006.  During the nine months ended September 30, 2007, interest-earning assets averaged $444.8 million, compared to $396.0 million in the nine months ended September 30, 2006.  Interest earning assets exceeded interest bearing liabilities by $45.1 million and $46.4 million for the nine month periods ended September 30, 2007 and 2006, respectively. 

Our loan yield increased 35 basis points for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006. Offsetting the increase in our loan yield is an 72 basis point increase in the cost of our interest-bearing deposits for the nine months ended September 30, 2007 compared to the same period in 2006. The increase of 101 basis points on our interest bearing transaction accounts, compared to the prior year period, was a result of a marketing campaign to remain competitive in out local market. The 80 basis point increase in cost of time deposits, compared to the prior year period, was a result of renewal rates on time deposits being much higher than the original rates due to past increases in the prime rate.  In addition, the cost of our savings and money market accounts has increased by 34 basis points as we have increased the rates we offer on these products in relation to the increase in short-term market rates to stay competitive. The 45 basis point increase in other borrowings for the nine months ended September 30, 2007 compared to the same period in 2006 resulted primarily from the impact of the increase in short-term market rates over the past twelve months.  As of September 30, 2007, approximately 16.7% of our FHLB advances had fixed rates, while all of our other borrowings had variable rates.

Net interest income, the largest component of our income, was $13.8 million and $12.9 million for the nine months ended September 30, 2007 and 2006, respectively.  The significant increase for the nine months ended September 30, 2007 related to higher levels of both average earning assets and interest-bearing liabilities.  Average earning assets were $48.8 million higher during the nine months ended September 30, 2007 compared to the same period in 2006.

Interest income for the nine months ended September 30, 2007 was $27.4 million, consisting of $25.7 million of interest and fees on loans, $1.2 million of investment income, interest of $384,420 on federal funds sold, and $121,958 in other interest income. Interest income for the nine months ended September 30, 2006 was $23.1 million, consisting of $21.3 million of interest and fees on loans, $1.3 million of investment income, interest of $514,916 on federal funds sold, and $95,302 in other interest income. Interest on loans for the nine months ended September 30, 2007 and 2006 represented 93.8% and 91.9%, respectively, of total interest income, while income from investments, federal funds sold, and other interest income represented only 6.2% and 8.1% of total interest income.  The high percentage of interest income from loans relates to our strategy to maintain a significant portion of our assets in higher earning loans compared to lower yielding investments.  Average loans represented 89.5% and 86.5% of average interest-earning assets for the nine months ended September 30, 2007 and 2006, respectively. 

Interest expense for the nine months ended September 30, 2007 was $13.7 million, consisting of $12.3 million related to deposits and $1.4 million related to borrowings.  Interest expense on deposits for the nine months ended September 30, 2007 and 2006 represented 89.7% and 87.7%, respectively, of total interest expense, while interest expense on borrowings represented 10.3% and 12.3%, respectively, of total interest expense for the same nine month periods.  During the nine months ended September 30, 2007, average interest-bearing deposits increased by $48.0 million over the same period in 2006, while other borrowings during the nine months ended September 30, 2007 increased $2.0 million over the same period in 2006. 
 
See notes to condensed consolidated financial statements.
 
-23-


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

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, 2007
compared to 2006
 
   
Rate
 
Volume
 
Total
 
Securities, taxable
 
$
7
 
$
(66
)
$
(59
)
Securities, nontaxable
   
29
   
20
   
49
 
Loans
   
(9
)
 
1,448
   
1,439
 
Federal funds sold and other
   
71
   
(266
)
 
(195
)
Nonmaketable equity securities
   
10
   
(8
)
 
2
 
Total earning assets
   
108
   
1,128
   
1,236
 
Interest bearing transaction accounts
   
230
   
41
   
271
 
Savings and money market accounts
   
18
   
(124
)
 
(106
)
Time deposits
   
270
   
633
   
903
 
Total deposits
   
518
   
550
   
1,068
 
Junior subordinated debentures
   
0
   
0
   
0
 
Other borrowings
   
53
   
(48
)
 
5
 
Total other interest bearing liabilities
   
53
   
(48
)
 
5
 
Total interest-bearing liabilities
   
571
   
502
   
1,073
 
Net interest income
 
$
463
 
$
626
 
$
163
 

   
Nine Months Ended September 30, 2007
compared to 2006
 
   
Rate
 
Volume
 
Total
 
Securities, taxable
 
$
3
 
$
(147
)
$
(144
)
Securities, nontaxable
   
68
   
32
   
100
 
Loans
   
925
   
3,545
   
4,470
 
Federal funds sold and other
   
68
   
(186
)
 
(118
)
Nonmaketable equity securities
   
24
   
(10
)
 
14
 
Total earning assets
   
1,088
   
3,234
   
4,322
 
Interest bearing transaction accounts
   
246
   
45
   
291
 
Savings and money market accounts
   
209
   
(227
)
 
(18
)
Time deposits
   
1,319
   
1,732
   
3,051
 
Total deposits
   
1,774
   
1,550
   
3,324
 
Junior subordinated debentures
   
2
   
0
   
2
 
Other borrowings
   
90
   
64
   
154
 
Total other interest bearing liabilities
   
92
   
64
   
156
 
Total interest-bearing liabilities
   
1,866
   
1,614
   
3,480
 
Net interest income
 
$
(778
)
$
1,620
 
$
842
 
 
See notes to condensed consolidated financial statements.
 
-24-


 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Provision for Loan Losses
 
We have established an allowance for loan losses through a provision for loan losses charged as an expense on our statement 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 - Provision and 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.

Three months ended September 30, 2007 and 2006

The provision for loan losses is the charge to operating earnings that we feel is necessary to maintain the allowance for loan losses at an adequate level. For the three months ended September 30, 2007, the provision for loan losses was $408,961. For the three months ended September 30, 2006, the provision for loan losses was $477,205. Based on present information, we believe the allowance for loan losses was adequate at September 30, 2007 to meet presently known and inherent risks in the loan portfolio. The allowance for loan losses was 1.09% and 1.10% of total loans at September 30, 2007 and 2006, respectively. There are risks inherent in making all loans, including risks with respect to the period of time over which loans may be repaid, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers, and, in the case of a collateralized loan, risks resulting from uncertainties about the future value of the collateral. We maintain an allowance for loan losses based on, among other things, historical experience, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. The allowance is based upon a number of assumptions about future events, which management believes to be reasonable, but which may not prove to be accurate. Thus, there is a risk that charge-offs in future periods could exceed the allowance for loan losses or that substantial additional increases in the allowance for loan losses could be required. Additions to the allowance for loan losses would result in a decrease in net income and, possibly, in capital.

Nine months ended September 30, 2007 and 2006

The provision for loan losses is the charge to operating earnings that we feel is necessary to maintain the allowance for loan losses at an adequate level. For the nine months ended September 30, 2007, the provision for loan losses was $869,397. For the nine months ended September 30, 2006, the provision for loan losses was $1.2 million. Based on present information, we believe the allowance for loan losses was adequate at September 30, 2006 to meet presently known and inherent risks in the loan portfolio. The allowance for loan losses was 1.09% and 1.10% of total loans at September 30, 2007 and 2006, respectively. There are risks inherent in making all loans, including risks with respect to the period of time over which loans may be repaid, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers, and, in the case of a collateralized loan, risks resulting from uncertainties about the future value of the collateral. We maintain an allowance for loan losses based on, among other things, historical experience, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. The allowance is based upon a number of assumptions about future events, which management believes to be reasonable, but which may not prove to be accurate. Thus, there is a risk that charge-offs in future periods could exceed the allowance for loan losses or that substantial additional increases in the allowance for loan losses could be required. Additions to the allowance for loan losses would result in a decrease in net income and, possibly, in capital. 
 
See notes to condensed consolidated financial statements.
 
-25-


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued
 
Noninterest Income
 
The following table sets forth information related to our noninterest income. 
 
   
Three months ended
 
Nine months ended
 
   
September 30,
 
September 30,
 
   
2007
 
2006
 
2007
 
2006
 
Gain on sale of mortgage loans
 
$
519,818
 
$
506,710
 
$
1,635,949
 
$
1,445,891
 
Service fees on deposit accounts
   
486,508
   
451,211
   
1,394,945
   
1,225,798
 
   
258,234
   
274,975
   
850,577
   
752,430
 
Total noninterest income
 
$
1,264,560
 
$
1,232,896
 
$
3,881,471
 
$
3,424,119
 
 
Three months ended September 30, 2007 and 2006
 
Noninterest income in the three month period ended September 30, 2007 was $1.3 million an increase of 2.6% over noninterest income of $1.2 million in the same period of 2006. 
 
Gain on the sales of mortgage loans consists primarily of fees from mortgage origination fees, mortgage administrative fees, and mortgage yield spread premium from secondary market.  Total net gains were $519,818 and $506,710 for the three months ended September 30, 2007 and 2006, respectively.  The $13,108 increase for the three months ended September 30, 2007 compared to the same period in 2006 related primarily to an increase of $9,814 in mortgage yield spread premium.

Service fees on deposits consist primarily of income from NSF fees and service charges on transaction accounts.  Service fees on deposits were $486,508 and $451,211 for the three months ended September 30, 2007 and 2006, respectively. NSF income was $471,074 and $429,636 for the three months ended September 30, 2007 and 2006, respectively, representing 96.8% of total service fees on deposits in the 2007 period compared to 95.2% of total service fees on deposits in the 2006 period. In addition, service charges on deposit accounts decreased to $15,434 for the three months ended September 30, 2007 compared to $21,576 for the same period ended September 30, 2006.  The lower service charges are a result of the bank introducing a totally free business checking product which offsets the service fees that would have been charged on these accounts.

Other income consisted primarily of fees received on cash value of life insurance and rental income.  Other income was $258,234 and $274,975 for the three months ended September 30, 2007 and 2006, respectively.

Nine months ended September 30, 2007 and 2006
 
Noninterest income in the nine month period ended September 30, 2007 was $3.9 million, an increase of 13.4% over noninterest income of $3.4 million in the same period of 2006.  
 
Gain on the sales of mortgage loans consists primarily of fees from mortgage origination fees, mortgage administrative fees, and mortgage yield spread premium from secondary market.  Total net gains were $1.6 million and $1.4 million for the nine months ended September 30, 2007 and 2006, respectively. The $190,058 increase for the nine months ended September 30, 2007 compared to the same period in 2006 related primarily to an increase of $21,014 in mortgage yield spread premium, and a $172,235 decrease in mortgage yield spread related expenses. Mortgage application fees were $18,489 and $38,216 for the nine months ended September 30, 2007 and 2006, respectively.

Service fees on deposits consist primarily of income from NSF fees and service charges on transaction accounts.  Service fees on deposits were $1.4 million and $1.2 million for the nine months ended September 30, 2007 and 2006, respectively. NSF income was $1.3 million and $1.2 million for the nine months ended September 30, 2007 and 2006, respectively, representing 95.9% of total service fees on deposits in the 2007 period compared to 94.5% of total service fees on deposits in the 2006 period. In addition, service charges on deposit accounts decreased to $57,387 for the nine months ended September 30, 2007 compared to $66,764 for the same period ended September 30, 2006.  The lower service charges are a result of the bank introducing a totally free business checking product which offsets the service fees that would have been charged on these accounts.
 
-26-

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued
 
Other income consisted primarily of fees received on cash value of life insurance and rental income.  Other income was $850,577 and $752,430 for the nine months ended September 30, 2007 and 2006, respectively.
 
See notes to condensed consolidated financial statements.
 
-27-


 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Noninterest Expense

Three months ended September 30, 2007 and 2006

Total noninterest expense for the three months ended September 30, 2007 was $4.6 million, an increase of $600,216, or 14.9% over the three months ended September 30, 2006. The primary reason was the $321,467 increase in salaries and employee benefits over the two periods as we continued to hire employees to staff our new branch locations. In addition, occupancy expense increased $40,577, or 14.4%, for the three months ending September 30, 2007 as compared to the three months ending September 30, 2006. Other operating expenses increased $203,869 or 16.87% for the three months ended September 30, 2007. Income tax expense was $343,331 for the three months ended September 30, 2007 compared to $413,068 during the same period in 2006.  

Nine months ended September 30, 2007 and 2006

Total noninterest expense for the nine months ended September 30, 2007 was $13.6 million, an increase of $1.7 million, or 14.1% over the nine months ended September 30, 2006. As was the case with the three months ended, the primary reason was the $1.1 million increase in salaries and employee benefits over the two periods as we continued to hire employees to staff our new branch locations. In addition, occupancy expense increased $134,881, or 16.0%, for the nine months ending September 30, 2007 as compared to the nine months ending September 30, 2006. Other operating expenses increased 11.0% to $406,011 for the nine months ended September 30, 2007. Income tax expense was $946,000 for the nine months ended September 30, 2007 compared to $995,414 during the same period in 2006. The increase related to the higher level of income before taxes.

Balance Sheet Review

General

At September 30, 2007, we had total assets of $524.8 million, consisting principally of $429.7 million in net loans, $36.3 million in investments, and $12.3 million in cash and due from banks.  Our liabilities at September 30, 2007 totaled $488.4 million, which consisted principally of $440.8 million in deposits, $24.0 million in FHLB advances, $11.6 million in short-term borrowings, and $10.3 million in junior subordinated debentures.  At September 30, 2007, our shareholders' equity was $36.4 million.

At December 31, 2006, we had total assets of $456.2 million, consisting principally of $349.5 million in net loans, $38.4 million in investments, $14.1 million in federal funds sold, and $17.3 million in cash and due from banks.  Our liabilities at December 31, 2006 totaled $422.1 million, consisting principally of $372.9 million in deposits, $28.5 million in FHLB advances, $8.1 million in repurchase agreements, and $10.3 million of junior subordinated debentures.  At December 31, 2006, our shareholders' equity was $34.1 million.
 
See notes to condensed consolidated financial statements.
 
-28-


 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Investments

Contractual maturities and yields on our investments that are available for sale at September 30, 2007 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. 

Investment Securities Maturity Distribution and Yields

   
September 30, 2007
 
   
Estimated
 
Tax
 
   
Fair
 
Equivalent
 
   
Value
 
Yield
 
Within One Year
         
U.S. government agencies and corporations
 
$
-
   
-
 
Government sponsored enterprises
   
18,467
   
5.89
 
Municipals
   
-
   
-
 
Mortgage back securities
   
-
   
-
 
Total
 
$
18,467
   
5.89
%
One to Five Years
             
U.S. government agencies and corporations
 
$
-
   
-
 
Government sponsored enterprises
   
196,832
   
6.22
 
Municipals
   
1,098,162
   
5.37
 
Mortgage back securities
   
874,166
   
3.89
 
Total
 
$
2,169,160
   
4.85
%
Five to Ten Years
             
U.S. government agencies and corporations
 
$
-
   
-
%
Government sponsored enterprises
   
-
   
-
 
Municipals
   
1,032,749
   
6.36
 
Mortgage back securities
   
909,784
   
3.69
 
Total
 
$
1,942,533
   
5.11
%
Over Ten Years
             
U.S. government agencies and corporations
 
$
-
   
-
%
Government sponsored enterprises
   
-
   
-
 
Municipals
   
16,488,477
   
6.38
 
Mortgage back securities
   
13,190,724
   
5.02
 
Total
 
$
29,679,201
   
5.77
%
               
Other
 
$
292,000
   
-
%
               
Total
 
$
34,101,361
   
5.67
%

See notes to condensed consolidated financial statements.
 
-29-

 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Investments - continued

The amortized costs and the fair value of our investments that are available for sale at September 30, 2007 and December 31, 2006 are shown in the following table.

   
September 30, 2007
 
December 31, 2006
 
   
Amortized
     
Amortized
     
   
Cost
 
Estimated
 
Cost
 
Estimated
 
   
(Book Value)
 
Fair Value
 
(Book Value)
 
Fair Value
 
U.S. Government agencies and corporations
 
$
-
 
$
-
 
$
380,315
 
$
381,220
 
Government sponsored enterprises
   
212,878
   
215,299
   
4,990,352
   
4,950,313
 
Mortgage-backed securities
   
15,321,497
   
14,974,674
   
15,521,860
   
15,202,326
 
Municipal securities
   
18,657,585
   
18,619,388
   
14,805,485
   
15,085,907
 
   
218,750
   
292,000
   
218,750
   
311,505
 
   
$
34,410,710
 
$
34,101,361
 
$
35,916,762
 
$
35,931,271
 
 
At September 30, 2007, we had $34.1 million in our investment securities portfolio which represented approximately 6.5% of our total assets.  We held U.S. Government agency securities, municipal securities, mortgage-backed securities, and other with a fair value of $34.1 million and an amortized cost of $34.4 million for an unrealized loss of $309,349.  We believe, based on industry analyst reports and credit ratings that the deterioration in value is attributed to changes in market interest rates and not in the credit quality of the issuer and therefore, these losses are not considered other-than-temporary.  We have the ability and intent to hold these securities until such time as the value recovers or the securities mature.
    
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.  For the nine months ended September 30, 2007 and 2006, average loans were $398.0 million and $342.6 million, respectively.  Before the allowance for loan losses, total loans outstanding at September 30, 2007 were $434.4 million.  Average loans for the year ended December 31, 2006 were $348.7 million.  Before the allowance for loan losses, total loans outstanding at December 31, 2006 were $353.5 million.
 
The following table summarizes the composition of our loan portfolio September 30, 2007 and December 31, 2006.

   
September 30,
 
% of
 
December 31,
 
% of
 
   
2007
 
Total
 
2006
 
Total
 
Mortgage loans on real estate
                 
Residential 1-4 family
 
$
66,523,174
   
15.31
 
$
50,844,955
   
14.38
 
Multifamily
   
11,374,735
   
2.62
   
7,826,863
   
2.21
 
Commercial
   
173,867,067
   
40.03
   
127,213,968
   
35.99
 
Construction
   
60,950,260
   
14.03
   
64,118,098
   
18.14
 
Second mortgages
   
4,234,558
   
0.97
   
4,513,048
   
1.28
 
Equity lines of credit
   
36,144,205
   
8.32
   
27,853,374
   
7.88
 
Total mortgage loans
   
353,093,999
   
81.28
   
282,370,306
   
79.88
 
Commercial and industrial
   
61,720,600
   
14.21
   
51,710,250
   
14.63
 
Consumer
   
11,534,703
   
2.66
   
12,728,353
   
3.60
 
   
8,040,017
   
1.85
   
6,682,127
   
1.89
 
Total loans
 
$
434,389,319
   
100.00
 
$
353,491,036
   
100.00
 

See notes to condensed consolidated financial statements.
 
-30-

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Maturities and Sensitivity of Loans to Changes in Interest Rates
 
The information in the following tables is 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.

The following table summarizes the loan maturity distribution by type and related interest rate characteristics at September 30, 2007.

     
Over
         
     
One Year
         
   
One Year or
 
Through
 
Over Five
     
September 30, 2007
 
Less
 
Five Years
 
Years
 
Total
 
(Dollars in thousands)
                 
Commercial and industrial
 
$
31,256
 
$
28,799
 
$
1,666
 
$
61,721
 
Real estate
   
139,637
   
172,779
   
40,678
   
353,094
 
Consumer and other
   
7,918
   
11,408
   
248
   
19,574
 
   
$
178,811
 
$
212,986
 
$
42,592
 
$
434,389
 
Loans maturing after one year with:
                         
Fixed interest rates
                   
$
139,009
 
                     
116,566
 
                     
$
255,575
 
 
Provision and Allowance for Loan Losses

We have established an allowance for loan losses through a provision for loan losses charged to expense on our statement of income.  The allowance for loan losses represents an amount which we believe will be adequate to absorb probable losses on existing loans that may become uncollectible.  Our judgment as to the adequacy of the allowance for loan losses is based on a number of assumptions about future events, which we believe to be reasonable, but which may or may not prove to be accurate.  Our determination of the allowance for loan losses is based on evaluations of the collectibility of loans, including consideration of factors such as the balance of impaired loans, the quality, mix, and size of our overall loan portfolio, economic conditions that may affect the borrower's ability to repay, the amount and quality of collateral securing the loans, our historical loan loss experience, and a review of specific problem loans.  We also consider 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 of problem loans, quality of loan review and board of director oversight, concentrations of credit, and peer group comparisons.  Due to our limited operating history, the provision for loan losses has been made primarily as a result of our assessment of general loan loss risk compared to banks of similar size and maturity.  Due to the rapid growth of our bank over the past several years and our short operating history, a large portion of the loans in our loan portfolio and of our lending relationships are of relatively recent origin.  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.  As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio.  Because our loan portfolio is relatively new, the current level of delinquencies and defaults may not be representative of the level that will prevail when the portfolio becomes more seasoned, which may be higher than current levels.  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.  Periodically, we adjust the amount of the allowance based on changing circumstances.  We charge recognized losses to the allowance and add subsequent recoveries back to the allowance for loan losses.  There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period. 

See notes to condensed consolidated financial statements.
 
-31-

 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued
 
Provision and Allowance for Loan Losses - (continued)
 
The following table summarizes the activity related to our allowance for loan losses for the nine months ended September 30, 2007 and 2006:

Risk Elements in the Loan Portfolio
 
The following is a summary of risk elements in the loan portfolio:

   
September 30,
 
December 31,
 
   
2007
 
2006
 
Loans
           
 
$
765,321
 
$
670,650
 
Accruing loans more than 90 days past due
   
548,052
   
463,991
 
 
Activity in the Allowance for Loan Losses is as follows:

   
September 30,
 
   
2007
 
2006
 
Balance, January 1,
 
$
4,001,881
 
$
3,419,368
 
Provision for loan losses for the period
   
869,397
   
1,167,991
 
Net loans (charged-off) recovered for the period
   
(134,957
)
 
(626,354
)
Balance, end of period
 
$
4,736,321
 
$
3,961,005
 
 
$
434,389,319
 
$
360,080,594
 
Allowance for loan losses to loans outstanding
   
1.09
%
 
1.10
%
 
We do not allocate the allowance for loan losses to specific categories of loans.  Instead, we evaluate the adequacy of the allowance for loan losses on an overall portfolio basis utilizing our credit grading system which we apply to each loan. 

The allowance for loan losses was $4.7 million and $4.0 million at September 30, 2007 and September 30, 2006, respectively, or 1.09% and 1.10% of outstanding loans, respectively.  During the nine months ended September 30, 2007 and 2006, we had net charged off loans of $134,957 and $626,354, respectively.

At September 30, 2007 and December 31, 2006, nonaccrual loans represented 0.18% and 0.19% of net loans, respectively.  At September 30, 2007 and December 31, 2006, we had $765,321 and $670,650 of loans, respectively, on nonaccrual status.   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 loan is doubtful.  A payment of interest on a loan that is classified as nonaccrual is recognized as income when received.

Deposits and Other Interest-Bearing Liabilities 

Our primary source of funds for loans and investments is our deposits, advances from the FHLB, and short-term repurchase agreements.  Through successful marketing campaigns and branch expansion, we have been able to increase our deposits in our local markets. Sometimes it’s necessary to obtain a portion of our certificates of deposits from areas outside of our market.  The deposits obtained outside of our market area generally have comparable rates compared to 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 anticipate that the amount of out-of-market deposits will continue to decline as our new retail deposit offices become established.  The amount of out-of-market deposits was $74.8 million at September 30, 2007 and $45.4 million at December 31, 2006.
 
See notes to condensed consolidated financial statements.
 
-32-

 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued
 
We anticipate being able 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 98.5% and 94.8% at September 30, 2007 and December 31, 2006, respectively. 

See notes to condensed consolidated financial statements.
 
-33-

 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Deposits and Other Interest-Bearing Liabilities - continued

The following table shows the average balance amounts and the average rates paid on deposits held by us for the nine months ended September 30, 2007 and 2006. 

   
2007
 
2006
 
 
Average
 
Average
 
Average
 
Average
 
(Dollars in thousands)
 
Amount
 
Rate
 
Amount
 
Rate
 
Noninterest bearing demand deposits
 
$
45,506
   
%
$
44,144
   
-
%
Interest bearing demand deposits
   
33,632
   
1.73
   
26,727
   
0.72
 
Savings accounts
   
78,855
   
4.03
   
86,693
   
3.69
 
   
248,885
   
5.09
   
199,928
   
4.29
 
   
$
406,878
   
4.04
%
$
357,492
   
3.35
%

The increase in time deposits for the nine months ended September 30, 2007 resulted from an increase in retail time deposits, which was offset by a decrease in wholesale deposits.  A significant portion of the increase in retail time deposits is attributed to successful pricing and marketing promotions.

All of our time deposits are certificates of deposits.  The maturity distribution of our time deposits of $100,000 or more at September 30, 2007 (in thousands) was as follows:

   
September 30,
 
   
2007
 
Three months or less
 
$
27,612
 
Over three through twelve months
   
113,768
 
Over one year through three years
   
7,463
 
   
1,225
 
Total
 
$
150,068
 
Capital Resources
 
Total shareholders' equity at September 30, 2007 was $36.4 million.  At December 31, 2006, total shareholders' equity was $34.1 million.  The increase during the first nine months of 2007 resulted primarily from the $2.2 million of net income earned.
 
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 total assets) for the nine months ended September 30, 2007 and the year ended December 31, 2006.  Since our inception, we have not paid cash dividends.

   
September 30,
 
September 30,
 
   
2007
 
2006
 
Return on average assets
   
0.61
%
 
0.71
%
   
8.32
%
 
9.74
%
Average equity to average assets ratio
   
7.32
%
 
7.31
%

Our return on average assets was 0.61% for the nine months ended September 30, 2007, a decrease from 0.71% for the nine months ended September 30, 2006.  In addition, our return on average equity decreased to 8.32% from 9.74% for the nine months ended September 30, 2007 and the nine months ended September 30, 2006, respectively.  

See notes to condensed consolidated financial statements.
 
-34-

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Capital Resources - continued

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum ratios of Tier 1 and total capital as a percentage of assets and off-balance-sheet exposures, adjusted for risk weights ranging from 0% to 100%. Tier 1 capital of the Company consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available-for-sale, minus certain intangible assets. The Company’s Tier 2 capital consists of the allowance for loan losses subject to certain limitations. Total capital for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 capital and 8% for total risk-based capital.

The Company and the Bank are also required to maintain capital at a minimum level based on quarterly average assets, which is known as the leverage ratio. Only the strongest banks are allowed to maintain capital at the minimum requirement of 3%. All others are subject to maintaining ratios 1% to 2% above the minimum.

The following table sets forth the holding company's and the bank's various capital ratios at September 30, 2007 and at December 31, 2006.  For all periods, the bank was considered "well capitalized" and the holding company met or exceeded its applicable regulatory capital requirements.

   
September 30, 2007
 
December 31, 2006
 
   
Holding
     
Holding
     
   
Company
 
Bank
 
Company
 
Bank
 
Tier 1 capital (to risk-weighted assets)
   
10.13
%
 
9.74
%
 
11.42
%
 
10.84
%
   
11.15
%
 
10.76
%
 
12.45
%
 
11.86
%
Leverage or Tier 1 capital (to total average assets)
   
9.24
%
 
8.89
%
 
9.90
%
 
9.45
%

Borrowings
 
The following table outlines our various sources of borrowed funds during the nine months ended September 30, 2007 and the year ended December 31, 2006, the amounts outstanding at the end of each period, at the maximum point for each component during the periods and on average for each period, and the average interest rate that we paid for each borrowing source.  The maximum month-end balance represents the high indebtedness for each component of borrowed funds at any time during each of the periods shown.

(Dollars in thousands)
         
Maximum 
         
At or for the nine months ended
 
Ending
 
Period-
 
Month-end
 
Average for the Period
 
September 30, 2007
 
Balance
 
End Rate
 
Balance
 
Balance
 
Rate
 
Federal Home Loan Bank advances
 
$
24,000
   
3.37
%
$
26,000
 
$
17,843
   
4.53
%
Securities sold under agreement
                               
to repurchase
   
8,568
   
4.89
   
11,651
   
9,470
   
4.43
 
   
3,000
   
1.06
   
3,000
   
663
   
4.80
 
Junior subordinated debentures
   
10,310
   
6.01
   
10,310
   
10,310
   
6.02
 

See notes to condensed consolidated financial statements.
 
-35-

 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Borrowings - continued

(Dollars in thousands)
         
Maximum
         
At or for the year ended
 
Ending
 
Period-
 
Month-end
 
Average for the Period
 
December 31, 2006
 
Balance
 
End Rate
 
Balance
 
Balance
 
Rate
 
Federal Home Loan Bank advances
 
$
28,500
   
3.81
%
$
29,800
 
$
21,028
   
4.24
%
Securities sold under agreement
   
8,120
   
6.02
   
8,190
   
6,065
   
4.27
 
to repurchase
                               
   
-
   
-
   
-
   
-
   
-
 
Junior subordinated debentures
   
10,310
   
5.93
   
10,310
   
10,310
   
5.99
 
 
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
 
Through our operations, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. At September 30, 2007, we had issued commitments to extend credit of $79.2 million and standby letters of credit of $1.4 million through various types of commercial lending arrangements. Approximately $63.9 million of these commitments to extend credit had variable rates.

The following table sets forth the length of time until maturity for unused commitments to extend credit and standby letters of credit at September 30, 2007.

       
After One
 
After Three
             
   
Within
 
Through
 
Through
     
Greater
     
   
One
 
Three
 
Twelve
 
Within
 
Than
     
(Dollars in thousands)
 
Month
 
Months
 
Months
 
One Year
 
One Year
 
Total
 
Unused commitments
                                     
to extend credit
 
$
6,541
 
$
5,538
 
$
31,976
 
$
44,055
 
$
35,109
 
$
79,164
 
Standby letters of
                                     
   
255
   
106
   
577
   
938
   
419
   
1,357
 
Total
 
$
6,796
 
$
5,644
 
$
32,553
 
$
44,993
 
$
35,528
 
$
80,521
 
 
We evaluate each customer’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. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate.

See notes to condensed consolidated financial statements.
 
-36-

 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Market Risk

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.  Our finance committee monitors and considers methods of managing exposure to interest rate risk.  We have both an internal finance committee consisting of senior management that meets at various times during each quarter and are currently structuring a management finance committee that will meet monthly.  The finance committees are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.

We actively monitor and manage our interest rate risk exposure principally 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.

We were asset sensitive during most of the year ended December 31, 2006 and during the nine months ended September 30, 2007.  As of September 30, 2007, we expect to be asset sensitive for the next three months. Approximately 59.1% of our loans were variable rate loans at September 30, 2007.  The ratio of cumulative gap to total earning assets after 12 months was 7.5% because $35.9 million more assets will reprice in a 12 month period than liabilities.   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.

Liquidity and Interest Rate Sensitivity
 
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, 2007, our liquid assets, consisting of cash and due from banks and federal funds sold, amounted to $12.3 million, or 2.4% of total assets.  Our investment securities at September 30, 2007 amounted to $36.3 million, or 6.9% of total assets.  Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner.  However, $8.6 million of these securities are pledged against repurchase agreements, other required deposit accounts, and unused FHLB borrowing lines. At December 31, 2006, our liquid assets amounted to $31.5 million, or 6.9% of total assets.  Our investment securities at December 31, 2006 amounted to $38.4 million, or 8.4% of total assets.  However, $8.1 million of these securities were pledged. 

See notes to condensed consolidated financial statements.
 
-37-


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Liquidity and Interest Rate Sensitivity - continued

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, and from additional borrowings.  In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities.  During most of 2006 and the first nine months of 2007, as a result of historically low rates that were being earned on short-term liquidity investments, we chose to maintain a lower than normal level of short-term liquidity securities.  In addition, we maintain nine federal funds purchased lines of credit with correspondent banks giving us credit availability totaling $32.5 million. There were 3 million in borrowings against the lines at September 30, 2007.  We are also a member of the Federal Home Loan Bank of Atlanta, from which applications for borrowings can be made for leverage purposes.  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 Company has an available line to borrow funds from the Federal Home Loan Bank up to 30% of the Bank’s total assets which provide additional available funds of $157.4 million at September 30, 2007. At September 30, 2007 the bank had $24.0 million outstanding in FHLB advances. We believe that these funds will be sufficient to meet our future liquidity needs.

Asset/liability management is the process by which we monitor and control the mix and maturities of our assets and liabilities. 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.  We have both an internal finance committee consisting of senior management that meets at various times during each quarter and have established a management finance committee that will meet monthly.  The finance committees are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.

The following table sets forth information regarding our rate sensitivity as of September 30, 2007 for each of the time intervals indicated. The information in the table may not be indicative of our rate sensitivity position at other points in time.  In addition, the maturity distribution indicated in the table may differ from the contractual maturities of the earning assets and interest-bearing liabilities presented due to consideration of prepayment speeds under various interest rate change scenarios in the application of the interest rate sensitivity methods described above.

Interest Sensitivity Analysis
September 30, 2007

   
 
 
After One
 
Three
 
 
 
Greater Than
 
 
 
 
 
 
 
Through
 
Through
 
 
 
One Year or
 
 
 
 
 
Within One
 
Three
 
Twelve
 
Within One
 
Non-
 
 
 
(Dollars in thousands)
 
Month
 
Months
 
Months
 
Year
 
Sensitive
 
Total
 
Assets
                         
Interest-earning assets
                         
Loans
 
$
264,630
 
$
4,293
 
$
20,787
 
$
289,710
 
$
144,679
 
$
434,389
 
Loans held for sale
   
-
   
-
   
-
   
-
   
9,008
   
9,008
 
Securities, taxable
   
454
   
338
   
1,485
   
2,277
   
13,205
   
15,482
 
Securities, nontaxable
   
-
   
-
   
972
   
972
   
17,647
   
18,619
 
Nonmarketable securities
   
1,905
   
-
   
-
   
1,905
   
-
   
1,905
 
Federal funds sold
   
-
   
-
   
-
   
-
   
-
   
-
 
Investment in trust
   
-
   
-
   
-
   
-
   
310
   
310
 
Total earning assets
   
266,989
   
4,631
   
23,244
   
294,864
   
184,849
   
479,713
 
 

See notes to condensed consolidated financial statements.
 
-38-

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued
 
Liquidity and Interest Rate Sensitivity - (continued)
 
Interest Sensitivity Analysis
September 30, 2007
 
 
 
 
After One
Through
 
Three
Through
 
 
 
Greater Than
One Year or
 
 
 
 
 
Within One
 
Three
 
Twelve
 
Within One
 
Non-
 
 
 
 
Month
 
Months
 
Months
 
Year
 
Sensitive
 
Total
 
(Dollars in thousands)
                         
Liabilities
                         
Interest-bearing liabilities
                         
Interest-bearing deposits:
                         
Demand deposits
   
53,403
   
-
   
-
   
53,403
   
-
   
53,403
 
Savings deposits
   
82,138
   
-
   
-
   
82,138
   
-
   
82,138
 
Time deposits
   
21,651
   
52,520
   
177,046
   
251,217
   
11,151
   
262,368
 
Total interest-bearing
                                     
deposits
   
157,192
   
52,520
   
177,046
   
386,758
   
11,151
   
397,909
 
Federal Home Loan Bank
                                     
Advances
   
6,500
   
4,500
   
7,000
   
18,000
   
6,000
   
24,000
 
Junior sub debentures
   
-
   
-
   
-
   
-
   
10,310
   
10,310
 
Federal funds purchased and other
   
11,568
   
-
   
-
   
11,568
   
-
   
11,568
 
Total interest-bearing
                                     
Liabilities
   
175,260
   
57,020
   
184,046
   
416,326
   
27,461
   
443,787
 
Period gap
 
$
91,729
 
$
(52,389
)
$
(160,802
)
$
(121,462
)
$
157,388
       
Cumulative gap
 
$
91,729
 
$
39,340
 
$
(121,462
)
$
(121,462
)
$
35,926
       
Ratio of cumulative gap
   
19.12
%
 
8.20
%
 
(25.32
)%
 
(25.32
)%
 
7.49
%
     
to total earning assets
                                     
 
See notes to condensed consolidated financial statements.
 
-39-


 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

Liquidity and Interest Rate Sensitivity - (continued)

The following table sets forth information regarding our rate sensitivity, as of December 31, 2006, at each of the time intervals.

       
After One Through
 
After Three Through
 
Within
 
Greater Than One Year or
     
December 31, 2006
 
Within One
 
Three
 
Twelve
 
One
 
Non-
     
 
Month
 
Months
 
Months
 
Year
 
Sensitive
 
Total
 
(Dollars in thousands)
                         
Assets
                         
Interest-earning assets
                         
Loans, including held for sale
 
$
229,803
 
$
4,381
 
$
16,493
 
$
250,677
 
$
109,446
 
$
360,123
 
Securities, taxable
   
539
   
314
   
1,336
   
2,189
   
18,656
   
20,845
 
Securities, nontaxable
   
-
   
-
   
-
   
-
   
15,086
   
15,086
 
Nonmarketable securities
   
2,188
   
-
   
-
   
2,188
   
-
   
2,188
 
Investment in trust
   
-
   
-
   
-
   
-
   
310
   
310
 
Federal funds sold
   
14,135
   
-
   
-
   
14,135
   
-
   
14,135
 
Total earning assets
   
246,665
   
4,695
   
17,829
   
269,189
   
143,498
   
412,687
 
Liabilities
                                     
Interest-bearing liabilities:
                                     
Interest-bearing deposits:
                                     
Demand deposits
   
33,243
   
-
   
-
   
33,243
   
-
   
33,243
 
Savings deposits
   
78,832
   
-
   
-
   
78,832
   
-
   
78,832
 
Time deposits
   
16,565
   
53,523
   
124,049
   
194,137
   
24,619
   
218,756
 
Total interest-bearing
                                     
deposits
   
128,640
   
53,523
   
124,049
   
306,212
   
24,619
   
330,831
 
Advances from Federal
                                     
Home Loan Bank
   
10,500
   
9,000
   
8,000
   
27,500
   
1,000
   
28,500
 
Junior subordinated debentures
   
-
   
-
   
-
   
-
   
10,310
   
10,310
 
Repurchase agreements
   
8,120
   
-
   
-
   
8,120
   
-
   
8,120
 
Total interest-bearing
                                     
liabilities
   
147,260
   
62,523
   
132,049
   
341,832
   
35,929
   
377,761
 
Period gap
 
$
99,405
 
$
(57,828
)
$
(114,220
)
$
(72,643
)
$
107,569
       
Cumulative gap
 
$
99,405
 
$
41,577
 
$
(72,643
)
$
(72,643
)
$
34,926
       
Ratio of cumulative gap to total
                                     
earning assets
   
24.09
%
 
10.07
%
 
(17.60
%)
 
(17.60
%)
 
8.46
%
     
 
See notes to condensed consolidated financial statements.
 
-40-

 
Item 3. Quantitative and Qualitative Disclosures about Market Risk.

See "Market Risk" and "Liquidity and Interest Rate Sensitivity" in Item 2, Management Discussion and Analysis of Financial Condition and Results of Operations for quantitative and qualitative disclosures about market risk, which information is incorporated herein by reference.

Item 4.  Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have evaluated the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”).  Disclosure Controls, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based upon their controls evaluation, our CEO and CFO have concluded that our Disclosure Controls are effective at a reasonable assurance level.

There have been no changes in our internal controls over financial reporting during our third fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
See notes to condensed consolidated financial statements.
-41-

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Business" under the heading "Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
(a)
Not applicable
   
(b)
Not applicable
   
(c)
Stock Repurchases
 
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
 
July 1, 2007 - July 31, 2007
   
-
 
$
-
   
-
   
-
 
August 1, 2007 - August 31, 2007
   
-
 
$
-
   
-
   
-
 
September 30, 2007 - September 31, 2007
   
9,667
 
$
15.02
   
-
   
-
 
     
9,667
 
$
15.02
   
-
   
-
 

Item 3. Defaults Upon Senior Securities
 
Not applicable.

Item 4. Submission of Matters to a Vote of Securities
 
None.

Item 5. Other Information
 
None.

See notes to condensed consolidated financial statements.
 
-42-


Item 6. Exhibits
 
(a) Exhibits
 
Exhibit Number   Exhibit
3.1
 
Amended and Restated Articles of Incorporation as of June 30, 2004
     
31.1
 
Certification pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.
     
31.2
 
Certification pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.
     
32.1
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
See notes to condensed consolidated financial statements.
-43-

 

SIGNATURE

In accordance with 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.
     
 
FIRST RELIANCE BANCSHARES, INC.
 
 
 
 
 
 
By:   /s/ F. R. SAUNDERS, JR.
 
F. R. Saunders, Jr.
  President & Chief Executive Officer

     
Date: ________, 2007 By:   /s/ JEFFERY A. PAOLUCCI
 
Jeffery A. Paolucci
  Senior Vice President and Chief Financial Officer

See notes to condensed consolidated financial statements.

-44-