UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC  20549





FORM 10-K


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


For the fiscal year ended December 31, 2010


OR


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


For the transition period from _________ to _________





Commission File No.  0-22219




FIRST SOUTH BANCORP, INC.(Exact name of registrant as specified in its charter)


Virginia

56-1999749(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)





1311 Carolina Avenue, Washington, North Carolina

27889-2047(Address of principal executive offices)

(Zip Code)





Registrant’s telephone number, including area code:  (252) 946-4178




Securities registered pursuant to Section 12(b) of the Act:





Common Stock (par value $0.01 per share)

NASDAQ Global Select Market(Title of Class)

(Name of exchange onwhich registered)





Securities registered pursuant to Section 12(g) of the Act:None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ̈Nox





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ̈Nox





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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ̈No ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x





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


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





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





The aggregate market value of common stock held by nonaffiliates of the registrant at June 30, 2010, was approximately $87.8 million based on the closing sale price of the registrant’s Common Stock as listed on the Nasdaq Global Select Market as of the last business day of the registrant’s most recently completed second fiscal quarter.  For purposes of this calculation, it is assumed that directors, executive officers and beneficial owners of more than 5% of the registrant’s outstanding voting stock are affiliates.





Number of shares of Common Stock outstanding as of March 8, 2011: 9,751,271.





DOCUMENTS INCORPORATED BY REFERENCE





The following lists the documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated:





1.
Portions of the Annual Report to Stockholders for the fiscal year ended December 31, 2010. (Part II)


2.
Portions of Proxy Statement for the 2011 Annual Meeting of Stockholders.  (Part II and Part III)










PART I





Item 1.Business





Forward Looking Statements





The Private Securities Litigation Reform Act of 1995 states that disclosure of forward looking information is desirable for investors and encourages such disclosure by providing a safe harbor for forward looking statements by corporate management.  This Annual Report on Form 10-K contains forward looking statements that involve risk and uncertainty.  In order to comply with the terms of the safe harbor, the Company notes that a variety of risks and uncertainties could cause its actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward looking statements.  There are risks and uncertainties that may affect the operations, performance, development, growth projections and results of the Company's
business.  They include, but are not limited to, economic growth, interest rate movements, timely development of technology enhancements for products, services and operating systems, the impact of competitive products, services and pricing, customer requirements, regulatory changes and similar matters.  Readers of this report are cautioned not to place undue reliance on forward looking statements that are subject to influence by these risk factors and unanticipated events.  Accordingly, actual results may differ materially from management's expectations.





General





First South Bancorp, Inc.  First South Bancorp, Inc. (the “Company”) is a Virginia corporation, incorporated on January 7, 1999, that serves as the holding company for First South Bank, a North Carolina chartered commercial bank (the “Bank”).  The Company’s principal business is overseeing the business of the Bank and operating through the Bank a commercial banking business.  The Bank has one significant operating segment, the providing of general commercial banking services to its markets located in the state of North Carolina.  The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “FSBK”.





First South Bank.The Bank is a North Carolina chartered commercial bank headquartered in Washington, North Carolina. The Bank received federal insurance of its deposits in 1959.





The Bank’s principal business consists of attracting deposits from the general public and investing these funds in commercial real estate loans, commercial business loans, consumer loans and loans secured by first mortgages on owner-occupied, single-family residences in the Bank’s market area.





The Bank’s income consists principally of interest and fees earned on loans and investments, loan servicing and other fees, gains on the sale of loans and investments, and service charges and fees collected on deposit accounts.  The Bank’s principal expenses are interest expense on deposits and borrowings and noninterest expense such as compensation and employee benefits, office occupancy expenses, FDIC insurance premiums, and other miscellaneous expenses.  Funds for these activities are provided principally by deposits, borrowings, repayments of outstanding loans and investments and other operating revenues.





Market Area





The Company makes loans and obtains deposits throughout eastern, northeastern, southeastern and central North Carolina, where the Bank’s offices are located.  As of December 31, 2010, management estimates that more than 95% of deposits and 90% of loans came from its primary market area.





The economy of the Company’s primary market area is diversified, with employment distributed among manufacturing, agriculture and non-manufacturing activities.  There are a significant number of major employers in the Company’s primary market area.  The average unemployment rate in the Company’s market area is comparable to the national average and the average unemployment rate for the State of North Carolina.





Critical Accounting Policies





The Company has identified the policies below as critical to its business operations and the understanding of its results of operations.  The impact and any associated risks related to these policies on the Company’s business operations is discussed throughoutNotes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto, where such policies affect reported and expected financial results.




1




Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions.  Estimates affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.





Loan Impairment and Allowance for Credit Losses.A loan or lease is considered impaired, based on current information and events, if it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan or lease agreement.  All collateral-dependent loans are measured for impairment based on the fair value of the collateral, while uncollateralized loans and other loans determined not to be collateral dependent are measured for impairment based on the present value of expected future cash flows discounted at the historical effective interest rate.





The Bank uses several factors in determining if a loan or lease is impaired.  The internal asset classification procedures include a thorough review of significant loans, leases and lending relationships and include the accumulation of related data.  This data includes loan and lease payment status, borrowers’ financial data and borrowers’ operating factors such as cash flows, operating income or loss, etc.





The allowance for credit losses is increased by charges to income and decreased by charge-offs (net of recoveries).  Management’s periodic evaluation of the adequacy of the allowance for credit losses is based on the Bank’s past loan and lease loss experience, known and inherent risks in the loan and lease portfolio and in unfunded loan commitments, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, certain qualitative factors and current economic conditions.  While management believes that it has established the allowance for credit losses in accordance with accounting principles generally accepted in the United States of America and has taken into account the views of its regulators and the current economic
environment, there can be no assurance in the future that regulators or risks in its loan and lease portfolio and in unfunded loan commitments will not require adjustments to the allowance for credit losses.





Income Taxes.Deferred tax asset and liability balances are determined by application to temporary differences of the tax rate expected to be in effect when taxes will become payable or receivable. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.  The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.





Off-Balance Sheet Risk.The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates.  These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.





The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.





Lending Activities





General.  The Company’s gross loan portfolio, including real estate construction loans in process, totaled $642.7 million at December 31, 2010, representing 80.6% of total assets at that date.  It is the Company’s policy to concentrate its lending within its market area.  The Company originates a significant amount of commercial real estate loans.  At December 31, 2010, commercial real estate and construction loans amounted to $470.7 million, or 73.2% of the Company’s gross loan portfolio.  The Company has no direct sub-prime or Alt-A loan exposure in its loan portfolio.  In recent years, the Company has sought to increase originations of commercial business loans and consumer
loans. At December 31, 2010, commercial business loans totaled $22.0 million, or 3.4% of the Company’s gross loan portfolio, and consumer loans totaled $83.1 million, or 12.9% of the Company’s gross loan portfolio.  To a lesser extent, the Company also originates multi-family residential real estate loans.  At December 31, 2010, $53.9 million, or 8.4% of the Company’s gross loan portfolio, consisted of single-family, residential mortgage loans.  The Company’s residential mortgage construction loans totaled $3.6 million, or 0.5% of the Company’s gross loan portfolio, at December 31, 2010.




2


Loan Portfolio Composition.  The following table sets forth selected data relating to the composition of the Company’s loan portfolio by type of loan at the dates indicated.  At December 31, 2010, the Company had no concentrations of loans exceeding 10% of gross loans other than as disclosed below.





At December 31,2010


2009


2008


2007


2006Amount


%


Amount


%


Amount


%


Amount


%


Amount


%(Dollars in thousands)Residential mortgage loans:Single-family residential

$
53,874



8.4
%

$
50,721



7.4
%

$
42,296



5.3
%

$
41,223



4.9
%

$
62,352



7.5
%Multi-family residential


1,258



0.2



867



0.1



1,608



0.2



2,255



0.3



2,897



0.4Construction


3,625



0.6



2,959



0.4



4,653



0.6



12,508



1.5



13,211



1.6Total residential mortgage  loans


58,757



9.2



54,547



7.9



48,557



6.1



55,986



6.7



78,460



9.5Commercial loans and leases:Commercial real estate


409,570



63.7



418,996



60.5



414,707



52.4



436,135



52.3



391,315



47.3Commercial construction (1)


61,143



9.5



91,877



13.3



172,449



21.8



174,576



21.0



194,863



23.6Commercial business


21,985



3.4



26,109



3.8



40,496



5.1



48,986



5.9



42,645



5.2Lease receivables


8,148



1.3



9,818



1.4



11,561



1.5



13,101



1.6



12,640



1.5Total commercial loans and leases


500,846



77.9



546,800



79.0



639,213



80.8



672,798



80.8



641,463



77.6Consumer loans:Automobile


1,242



0.2



1,870



0.3



2,831



0.4



3,518



0.4



3,748



0.5Savings account loans


1,378



0.2



1,074



0.1



1,427



0.2



1,793



0.2



2,639



0.3Home equity loans


35,397



5.5



37,101



5.4



43,158



5.4



43,558



5.2



42,153



5.1Other (2)


45,102



7.0



50,655



7.3



56,318



7.1



55,544



6.7



57,945



7.0Total consumer loans


83,119



12.9



90,700



13.1



103,734



13.1



104,413



12.5



106,485



12.9Total


642,722



100.0
%


692,047



100.0
%


791,504



100.0
%


833,197



100.0
%


826,408



100.0
%Less:Construction loans in process


16,512







18,443







34,133







57,242







54,390Deferred fees and discounts


1,306







1,444







1,022







1,386







1,423Allowance for loan and lease losses


18,830







13,504







11,618







9,486







9,158Total

$
606,074






$
658,656






$
744,731






$
765,083






$
761,437





(1)
Includes multifamily, 1-4 family and speculative single family residential and commercial real estate construction loans.


(2)
Includes residential real estate, land and lot, boat, equipment, reserve line, and unsecured loans.





3




Unfunded Commitments Composition.The following table sets forth selected data relating to the composition of the Company’s unfunded commitments by type of loan at the date indicated.





At December 31,2010


2009Amount


%


Amount


%(Dollars in thousands)Residential mortgage loans:Construction

$
2,254



2.8
%

$
2,172



2.2
%Total residential mortgage loans


2,254



2.8



2,172



2.2Commercial loans and leases:Real estate secured


6,315



7.8



10,337



10.5Non-Real Estate


7,144



8.8



10,394



10.6Standby Letters of Credit


375



0.5



1,007



1.1Construction


16,130



20.0



21,810



22.2Total commercial loans and leases


29,964



37.1



43,548



44.4Consumer loans:Home equity loans


41,991



51.9



44,506



45.3Real Estate Secured


56



0.1



53



0.1Non-Real Estate


5,894



7.3



6,764



6.9Construction


641



0.8



1,058



1.1Total consumer loans


48,582



60.1



52,381



53.4Total Unfunded Commitments

$
80,800



100.0
%

$
98,101



100.0
%





Loan Maturities.  The following table sets forth certain information at December 31, 2010 regarding the dollar amount of loans maturing in the Company’s portfolio based on their maturity and repricing terms, including scheduled repayments of principal.  Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less.  The table does not include any estimate of prepayments which significantly shorten the average life of mortgage loans and may cause the Company’s repayment experience to differ from that shown below.  Loan balances are net of construction loans in process.  Lease balances are included in other loans.





Due One

Year or

Less


Due After 1

Through 5 Years

After December

31, 2010


Due After 5 or

More Years After

December 31,2010


Total(In thousands)Residential real estate loans

$
36,798


$
55,437


$
54,903


$
147,138Commercial real estate, business and other loans


184,211



242,009



52,853



479,073Total

$
221,009


$
297,446


$
107,756


$
626,211





The following table sets forth at December 31, 2010 the dollar amount of all loans due one year or more after December 31, 2010 which have predetermined interest rates and have floating or adjustable interest rates.





Predetermined

Rates


Floating or

Adjustable Rates(In thousands)Residential real estate loans

$
75,728


$
34,612Commercial real estate, business and other loans


203,991



90,870Total

$
279,719


$
125,482




4




Scheduled contractual principal repayments of loans do not reflect the actual life of such assets.  The average life of loans can be substantially less than their contractual terms because of prepayments.  In addition, due-on-sale clauses on loans generally give the Bank the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells the real property subject to the mortgage and the loan is not repaid.  The average life of mortgage loans tends to increase when current mortgage loan market rates are substantially higher than rates on existing mortgage loans and, conversely, decrease when current mortgage loan market rates are substantially lower than rates on existing mortgage loans.





Originations, Purchases and Sales of Loans.  The Bank generally has authority to originate and purchase loans secured by real estate located throughout the state of North Carolina and the United States.  Consistent with its emphasis on being a community-oriented financial institution, the Bank concentrates its lending activities in its market area.  The Bank has not participated in sub-prime lending activities.





The Bank’s loan originations are derived from a number of sources, including referrals from depositors and borrowers, repeat customers, advertising, calling officers as well as walk-in customers.  The Bank’s solicitation programs consist of advertisements in local media, in addition to participation in various community organizations and events.  Real estate loans are originated by the Bank’s loan personnel.  The Bank’s loan personnel consists of both salaried with an annual incentive and commission paid mortgage loan officers.  Loan applications are accepted at the Bank’s offices.  Historically, the Bank generally has not purchased loans; however, during the year ended December 31, 2010 the Bank purchased $22.3 million of commercial
real estate loans and $1.0 million of consumer real estate loans.  In the future, the Bank may consider making additional loan purchases.





In recent years, the Bank has sold or exchanged for mortgage-backed securities a significant amount of fixed-rate, single-family mortgage loans that it originated.  During the years ended December 31, 2010, 2009 and 2008, these transactions totaled $87.5 million, $109.8 million and $41.1 million, respectively.  Such loans are sold to or exchanged with the Federal Home Loan Mortgage Corporation (“FHLMC”, also known as “Freddie Mac”).  The Bank generally retains servicing on loans sold or exchanged to FHLMC.





Loan Underwriting Policies.  The Bank’s lending activities are subject to the Bank’s written, non-discriminatory underwriting standards, its outside investors and to loan origination procedures prescribed by the Bank’s Board of Directors and its management.  Detailed loan applications are obtained to determine the borrower’s ability to repay, and the more significant items on these applications are verified through the use of credit reports, financial information and confirmations.  The Bank uses an automated underwriting software program owned by FHLMC named Loan Prospector on the majority of loans underwritten for sale to FHLMC.  In addition, loans sold to other investors may be manually
underwritten by the Bank or the respective investor, or the respective investor’s representatives, or through an investor’s automated underwriting system, if applicable.  All large loans are presented weekly by the management loan committee to a loan committee of the Board of Directors of the Bank, made up of three outside directors who serve on a rotating basis.  The President does not serve on the loan committee of the Board of Directors.  Individual officers of the Bank have been granted authority by the Board of Directors to approve consumer and commercial loans up to varying specified dollar amounts, depending upon the type of loan and the lender’s level of expertise.  In addition, committees of credit administrators and loan officers have loan authorities greater than individual authorities.  These authorities are based on aggregate borrowings of an individual or entity.  Any single loan over $1.5
million or any borrower with aggregate credit of greater than $3.0 million must be approved by the Director’s Loan Committee.  On a monthly basis, the full Board of Directors reviews the actions taken by the loan committees.





Applications for single-family residential mortgage loans are underwritten and closed in accordance with the standards of FHLMC or the investor’s guidelines.  Generally, after receipt of a loan application from a prospective borrower, in compliance with federal and state laws and regulations, a credit report and verifications are ordered, or obtained, to verify specific information relating to the loan applicant’s employment, income and credit standing.  If a proposed loan is to be secured by a mortgage on real estate, an appraisal of the real estate is usually undertaken either by an appraiser approved by the Bank and licensed by the State of North Carolina or an evaluation by qualified Bank personnel.  In the case of single-family residential mortgage loans, except
when the Bank becomes aware of a particular risk of environmental contamination, the Bank generally does not obtain a formal environmental report on the real estate at the time a loan is made.  A formal environmental report may be required in connection with nonresidential real estate loans.





It is the Bank’s policy to record a lien on the real estate securing a loan and to obtain title insurance which insures that the property is free of prior encumbrances and other possible title defects.  Borrowers must also obtain hazard insurance policies prior to closing and, when the property is in a flood plain as designated by the Federal Emergency Management Agency (“FEMA”), obtain flood insurance.




5




If the amount of a residential mortgage loan originated or refinanced exceeds 80% of the lesser of the appraised value or contract price, the Bank’s practice generally is to obtain private mortgage insurance at the borrower’s expense on that portion of the principal amount of the loan that exceeds 80%.  The Bank will make a single-family residential mortgage loan with up to a 95% loan-to-value ratio if the required private mortgage insurance is obtained.  The Bank generally limits the loan-to-value ratio on commercial real estate mortgage loans to 85%, although the loan-to-value ratio on commercial real estate loans in limited circumstances has been as high as 100%.  The Bank generally limits the loan-to-value ratio on multi-family residential real estate loans to 85%,
although in limited circumstances the loan-to-value ratio has been higher.  The Bank is subject to regulations that limit the amount the Bank can lend to one borrower.  See “— Depository Institution Regulation — Limits on Loans to One Borrower.” Under these limits, the Bank’s loans-to-one-borrower were limited to $13.8 million at December 31, 2010. At that date, the Bank had no lending relationships in excess of the loans-to-one-borrower limit.





Interest rates charged by the Bank on loans are affected principally by competitive factors, the demand for such loans and the supply of funds available for lending purposes.  These factors are, in turn, affected by general economic conditions, monetary policies of the federal government, including the Federal Reserve Board, legislative tax policies and government budgetary matters.





Single-Family Residential Real Estate Lending.  The Bank is an originator of single-family, residential real estate loans in its market area.  At December 31, 2010, single-family, residential mortgage loans, excluding home improvement loans, totaled $53.9 million, or 8.4% of the Company’s gross loan portfolio.  The Bank originates fixed-rate and adjustable-rate mortgage loans at competitive interest rates.  At December 31, 2010, $34.4 million, or 58.6%, of the Company’s residential mortgage loan portfolio was comprised of fixed-rate residential mortgage loans.  Generally, the Company retains fixed-rate mortgages with maturities of 15 years or less while fixed-rate loans with longer maturities
may be retained in portfolio or sold in the secondary market.  The Bank also originates conventional and government mortgage loans in its market area, which are underwritten, closed and sold servicing retained in the secondary market or servicing released to an outside investor.





The Bank also offers adjustable-rate residential mortgage loans.  The adjustable-rate loans currently offered by the Bank have interest rates which adjust every one, three, five, seven, or ten years from the closing date of the loan or on an annual basis commencing after an initial fixed-rate period of one, three, five, seven or ten years in accordance with a designated index plus a stipulated margin.  The primary index utilized by the Bank is the weekly average yield on U.S. Treasury securities adjusted to a constant comparable maturity equal to the loan adjustment period, as made available by the Federal Reserve Board (the “Treasury Rate”). The Bank offers adjustable-rate loans that meet FHLMC underwriting standards, as well as loans that do not meet such
standards.  The Bank’s adjustable-rate single-family residential real estate loans that do not meet FHLMC standards have a cap of generally 2.0% on any increase in the interest rate at any adjustment date, and include a cap on the maximum interest rate over the life of the loan, which cap generally is 3.0% to 6.0% above the initial rate.  In return for providing a relatively low cap on interest rate increases over the life of the loan, the Bank’s adjustable-rate loans provide for a floor on the minimum interest rate over the life of the loan, which floor generally is the initial rate.  Further, the Bank generally does not offer “teaser” rates, i.e., initial rates below the fully indexed rate, on such loans. The adjustable-rate mortgage loans offered by the Bank that do conform to FHLMC standards have a cap of up to 6.0% above the initial rate over the life of a loan and
include a floor.  All of the Bank’s adjustable-rate loans require that any payment adjustment resulting from a change in the interest rate of an adjustable-rate loan be sufficient to result in full amortization of the loan by the end of the loan term and, thus, do not permit any of the increased payment to be added to the principal amount of the loan, or so-called negative amortization.  At December 31, 2010, $24.3 million, or 41.4%, of the Company’s residential mortgage loans were adjustable-rate loans.





The retention of adjustable-rate loans in the Company’s portfolio helps reduce the Company’s exposure to increases or decreases in prevailing market interest rates.  However, there are unquantifiable credit risks resulting from potential increases in costs to borrowers in the event of upward repricing of adjustable-rate loans.  It is possible that during periods of rising interest rates, the risk of default on adjustable-rate loans may increase due to increases in interest costs to borrowers.  Further, although adjustable-rate loans allow the Company to increase the sensitivity of its interest-earning assets to changes in interest rates, the extent of this interest sensitivity is limited by the initial fixed-rate period before the first adjustment and the lifetime
interest rate adjustment limitations.  Accordingly, there can be no assurance that yields on the Company’s adjustable-rate loans will fully adjust to compensate for increases in the Company’s cost of funds.




6




The Bank makes a loan commitment on single-family residential mortgage loans of between 15 and 90 days for each loan approved.  If the borrower desires a longer commitment, the commitment may be extended for good cause and upon written approval.  Fees of between $175 and $650 are charged in connection with the issuance of a commitment letter.  The interest rate is guaranteed for the commitment period.





Construction Lending.  The Bank also offers residential and commercial construction loans, with a substantial portion of such loans originated to date being for the construction of single-family dwellings in the Bank’s primary market area.  Residential construction loans are offered primarily to individuals building their primary, investment or secondary residence, as well as to selected local builders to build single-family dwellings.  Generally, loans to owner/occupants for the construction of owner-occupied, single-family residential properties are originated in connection with the permanent loan on the property and have a construction term of 6 to 18 months.  Such loans are offered on a fixed-rate or
adjustable-rate basis.  Interest rates on residential construction loans made to the owner/occupant have interest rates during the construction period of 0.5% or more above the rate offered by the Bank on the permanent loan product selected by the borrower.  Upon completion of construction, the permanent loan rate will be set at the rate then offered by the Bank on that permanent loan product, not to exceed the predetermined permanent rate cap.  Interest rates on residential construction loans to builders are generally set at the prime rate plus a margin of between 0.0% and 1.0% and adjust either monthly or daily.  Interest rates on commercial construction loans are generally based on the prime rate plus a negotiated margin of between 0.0% and 1.0% and adjust either monthly or daily, with construction terms generally not exceeding 18 months.  Advances are made on a percentage of completion basis. The Bank has restricted originating
speculative construction loans, and has limited most new construction lending to those with contracts or pre-sales only.  At December 31, 2010, residential and commercial construction loans totaled $3.6 million and $61.1 million, respectively, which amounted to 0.6% and 9.5%, respectively, of the Company’s gross loan portfolio.





Prior to making a commitment to fund a loan, the Bank requires an appraisal of the property by appraisers approved by the Board of Directors for loans in excess of $250,000.  For loans up to $250,000, the Bank requires an evaluation of the property by qualified Bank personnel, or in certain cases it may require an outside appraisal by an approved appraiser.  The Bank also reviews and inspects each project at the commencement of construction and periodically during the term of the construction loan.  The Bank generally charges a 0.0% to 1.25% construction loan fee for speculative builder loans.  For construction loans to owner-occupants, the Bank generally charges a 0.0% to 1.0% construction loan fee.  For residential construction loans, the Bank generally charges
a commitment fee ranging from 0.5% to 1.0% of the commitment amount.





Construction financing generally is considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate and the borrower is unable to meet the Bank’s requirements of putting up additional funds to cover extra costs or change orders, then the Bank will demand that the loan be paid off and, if necessary, institute foreclosure proceedings, or refinance the loan. If the estimate of value proves to
be inaccurate, the Bank may be confronted, at or prior to the maturity of the loan, with collateral having a value which is insufficient to assure full repayment. The Bank has sought to minimize this risk by limiting construction lending to qualified borrowers (i.e., borrowers who satisfy all credit requirements and whose loans satisfy all other underwriting standards which would apply to the Bank’s permanent mortgage loan financing for the subject property) and limiting the loan-to-value amount. On loans to builders, the Bank works only with selected builders with whom it has experience and carefully monitors the creditworthiness of the builders. Builder relationships are analyzed and underwritten annually by the Bank’s credit administration department.





Multi-Family Residential and Commercial Real Estate Lending.   The Bank originates commercial real estate loans, as well as a limited amount of multi-family residential real estate loans, generally limiting such originations to loans secured by properties in its primary market area and to borrowers with whom it has other loan relationships.  The Company’s multi-family residential loan portfolio consists primarily of loans secured by small apartment buildings, and the commercial real estate loan portfolio includes loans to finance the acquisition of small office buildings and commercial and industrial buildings with a preference to owner occupied.  Such loans generally range in size from $100,000 to $2.0
million.  At December 31, 2010, multi-family residential and commercial real estate loans totaled $1.3 million and $409.6 million, respectively, which amounted to 0.2% and 63.7%, respectively, of the Company’s gross loan portfolio.  Multi-family and commercial real estate loans are originated for three to seven year terms with interest rates that adjust based on either the prime rate as quoted in The Wall Street Journalplus a negotiated margin of between 0.0% and 1.0% for shorter term loans, or on a fixed-rate basis with interest calculated on a 15 to 25-year amortization schedule generally with a balloon payment due after three to seven years.




7




Multi-family residential and commercial real estate lending entails significant additional risks as compared with single-family residential property lending.  Multi-family residential and commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers.  The payment experience on such loans typically is dependent on the successful operation of the real estate project, retail establishment or business.  These risks can be significantly affected by supply and demand conditions in the market for office, retail and residential space, and, as such, may be subject to a greater extent to adverse conditions in the economy generally.  To minimize these risks, the Bank generally limits itself to its market area or to borrowers
with which it has prior experience or who are otherwise known to the Bank.  It has been the Bank’s policy to obtain annual financial statements of the business of the borrower or the project for which commercial or multi-family residential real estate loans are made for loans over $1.0 million.  In addition, in the case of commercial mortgage loans made to a partnership or a corporation, the Bank obtains personal guarantees from an owner with 20% or more interest in the company and for loans over $1.0 million annual financial statements of the principals of the partnership or corporation.  The Bank has severely restricted originating any new acquisition and development loans, lot loans or land loans.





Commercial Lending.  The Company’s commercial loans consist of loans secured by commercial real estate and commercial business loans, which are not secured by real estate.  For a discussion of the Company’s commercial real estate lending see “— Multi-Family and Commercial Real Estate Lending.”





As a commercial bank, the Bank originates commercial business loans.  The Bank originates commercial business loans to small and medium sized businesses in its market area. The Bank’s commercial borrowers are generally small businesses engaged in manufacturing, distribution, retailing, service companies, or professionals in healthcare, accounting and law. Commercial business loans are generally made to finance the purchase of inventory, new or used equipment or commercial vehicles, to support trading assets and for short-term working capital.  Such loans generally are secured by equipment and inventory, and, if possible, cross-collateralized by a real estate mortgage, although commercial business loans are sometimes granted on an unsecured basis.  Such loans generally are made
for terms of five years or less, depending on the purpose of the loan and the collateral, with loans to finance operating expenses made for one year or less, with interest rates that typically either adjust daily at a rate equal to the prime rate as stated in The Wall Street Journal plus a margin of between 0.0% and 2.0% or at a negotiated fixed rate. Generally, commercial loans are made in amounts ranging between $5,000 and $3.5 million. At December 31, 2010, commercial business loans totaled $22.0 million, or 3.4% of the Company’s gross loan portfolio.





The Bank underwrites its commercial business loans on the basis of the borrower’s cash flow and ability to service the debt from earnings rather than relying solely on the basis of underlying collateral value, and the Bank seeks to structure such loans to have more than one source of repayment.  The borrower is required to provide the Bank with sufficient information to allow the Bank to make its lending determination.   In most instances, this information consists of at least two years of financial statements, a statement of projected cash flows, current financial information on any guarantor and any additional information on the collateral.  For most commercial loans over $50,000 with maturities exceeding one year, the Bank requires that borrowers and guarantors provide
updated financial information at least annually throughout the term of the loan.





The Bank’s commercial business loans may be structured as short-term loans, term loans or as lines of credit.   Short-term commercial business loans are for periods of 12 months or less and are generally self-liquidating from asset conversion cycles.   Commercial business term loans are generally made to finance the purchase of assets and have maturities of five years or less.  Commercial business lines of credit are typically made for the purpose of supporting trading assets and providing working capital.  Such loans are usually approved with a term of 12 months and are reviewed annually.  The Bank also offers secured standby letters of credit for its commercial borrowers.  The terms of standby letters of credit generally do not exceed
one year, and they are underwritten as stringently as any commercial loan and generally are of a performance nature.





Commercial business loans are often larger and may involve greater risk than other types of lending. Because payments on such loans are often dependent on successful operation of the business involved, repayment of such loans may be subject to a greater extent to adverse conditions in the economy.  The Bank seeks to minimize these risks through its underwriting guidelines, which require that the loan be supported by adequate cash flow of the borrower, profitability of the business, collateral and personal guarantees of the individuals in the business.  In addition, the Bank limits this type of lending to its market area and to borrowers with which it has prior experience or who are otherwise well known to the Bank.




8




Lease Receivables.  The Bank’s lease receivables are originated by its wholly-owned subsidiary, First South Leasing, LLC (“FSL”).  FSL offers leases on equipment utilized for business purposes.  Rental terms generally range from 12 to 60 months and include options to purchase the leased equipment at the end of the lease.  Most leases provide 100% of the cost of the equipment and are secured by the leased equipment.  FSL requires the leased equipment to be insured and that FSL be listed as a loss payee and named as an additional insured on the insurance policy. At December 31, 2010, lease receivables totaled $8.1 million, or 1.3% of the Company’s gross loan portfolio.





Consumer Lending.  In recent years, the Bank has also focused on originating consumer loans.  The consumer loans originated by the Bank include automobile loans, certificate of deposit loans, home equity loans and miscellaneous other consumer loans, including unsecured loans.  At December 31, 2010, consumer loans totaled $83.1 million, or 12.9% of the Company’s gross loan portfolio.





The Bank’s automobile loans are generally underwritten in amounts up to 90% of the lesser of the purchase price of the automobile or, with respect to used automobiles, the resale value as published by the National Automobile Dealers Association.  The terms of most such loans do not exceed 72 months.  The Bank requires that the vehicles be insured and the Bank be listed as loss payee on the insurance policy.





The Bank generally makes certificate of deposit loans for up to 90% of the depositor’s account balance, but may make a loan of up to 100% of the depositor’s account balance subject to approval by the credit administrator.  The interest rate is normally 2.0% above the annual percentage yield paid on the account and the account must be pledged as collateral to secure the loan.  Interest generally is billed on a monthly basis.  At December 31, 2010, loans on certificates of deposit totaled $1.4 million, or 0.2% of the Company’s gross loan portfolio.





At December 31, 2010, the Company had approximately $35.4 million in home equity line of credit loans, representing approximately 5.5% of its gross loan portfolio.  The Company’s home equity lines of credit have adjustable interest rates tied to the prime interest rate plus a margin.  The home equity lines of credit require monthly payments based on the outstanding balance.  Home equity lines of credit are generally secured by subordinate liens against residential real property.  The Bank requires that fire and extended coverage casualty insurance (and if appropriate, flood insurance) be maintained in an amount at least sufficient to cover its loan.  Home equity loans are generally limited so that the amount of such loans, along with any senior
indebtedness, does not exceed 85% of the value of the real estate security.





Consumer lending affords the Company the opportunity to earn yields higher than those obtainable on single-family residential lending.  However, consumer loans entail greater risk than do residential mortgage loans, particularly in the case of loans which are unsecured or secured by rapidly depreciable assets such as automobiles.  Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation.  The remaining deficiency often does not warrant further substantial collection efforts against the borrower.  In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely
to be adversely affected by events such as job loss, divorce, illness or personal bankruptcy.  Further, the application of various state and federal laws, including federal and state bankruptcy and insolvency law, may limit the amount which may be recovered.  In underwriting consumer loans, the Bank considers the borrower’s credit history, an analysis of the borrower’s income and ability to repay the loan, and the value of the collateral.





Loan Fees and Servicing.  The Bank receives fees in connection with late payments and for miscellaneous services related to its loans.  The Bank also charges fees in connection with loan originations.  These fees can consist of origination, discount, construction and/or commitment fees, depending on the type of loan.  The Bank generally does not service loans for others except as set forth below and except for mortgage loans originated and sold by the Bank with servicing retained.





In addition, the Bank has developed a program to originate residential mortgage loans for a local credit union.  The Bank receives a 1.0% origination fee for each loan as well as an annual servicing fee of 0.375% of the loan amount.  All of these loans are funded and closed in the name of the credit union.  The Bank has explored the possibility of developing similar arrangements with other institutions, although none are currently planned.




9




Nonperforming Loans and Other Problem Assets.  It is management’s policy to continually monitor its loan portfolio to anticipate and address potential and actual delinquencies.  When a borrower fails to make a payment on a loan, the Bank takes immediate steps to have the delinquency cured and the loan restored to current status.  Loans which are delinquent more than 15 days incur a late fee of 4.0% on mortgage and consumer loans and up to 6% on commercial loans, of the monthly payment of principal and interest due. As a matter of policy, the Bank will contact the borrower after the loan has been delinquent 15 days.  If payment is not promptly received, the borrower is contacted again, and efforts are made to
formulate an affirmative plan to cure the delinquency.  Generally, after any loan is delinquent 30 days or more, a default letter is sent to the borrower.  If the default is not cured after 45 days from the default letter, formal legal proceedings may commence to collect amounts owed.





Loans generally are placed on nonaccrual status, and accrued but unpaid interest is reversed, when, in management’s judgment, it is determined that the collectibility of interest, but not necessarily principal, is doubtful.  Generally, this occurs when payment is delinquent in excess of 90 days.  Consumer loans that have become more than 180 days past due are generally charged off, or a specific allowance may be provided for any expected loss.  All other loans are charged off when management concludes that they are uncollectible.  See Notes 1 and 4 of Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2010 Annual Report filed as Exhibit 13 hereto for additional
information.





Payments to nonaccrual loans which have no impairment or impaired loans that have been adjusted to fair market value are applied to principal and interest as scheduled.  Payments to nonaccrual loans which are impaired but have not been adjusted to fair market value are posted as principal receipts.  Mortgage and consumer loans are generally removed from nonaccrual status and interest resumes accruing once a loan has had a period of sustained payments, generally six months.  Commercial loans are generally removed from nonaccrual status and interest resumes accruing when none of the principal and interest is due and unpaid or when the loan becomes otherwise well secured and in the process of collection.





Real estate acquired in settlement of loans is classified as real estate acquired through foreclosure until such time as it is sold. It is recorded at the lower of the estimated fair value (less estimated costs to sell) of the underlying real estate or the carrying amount of the loan.  Costs relating to holding such real estate is charged against income in the current period.  Any required write-down of the loan to its fair value less estimated selling costs upon foreclosure is charged against the allowance for credit losses.  See Note 1 of Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.





The following table sets forth information with respect to the Bank’s nonperforming assets at the dates indicated.




At December 31,2010


2009


2008


2007


2006(Dollars in thousands)Loans accounted for on a nonaccrual basis:Residential mortgage:Single-family

$
2,057


$
247


$
382


$
798


$
934Commercial real estate


9,813



4,597



9,183



6,588



1,274Commercial business


1,515



—



51



26



79Consumer


908



994



1,111



143



453Total nonaccrual loans


14,293



5,838



10,727



7,555



2,740Restructured Loans:Residential mortgage:Single-family


—



—



—



—



—Commercial real estate


26,973



4,343



4,275



—



—Commercial business


—



—



—



—



—Consumer


—



—



—



—



—Total restructured loans


26,973



4,343



4,275



—



—Total nonperforming loans

$
41,266


$
10,181


$
15,002


$
7,555


$
2,740Percentage of total loans, net


6.81
%


1.55
%


2.01
%


0.99
%


0.36
%Other real estate owned

$
11,616


$
10,561


$
7,711


$
1,602


$
634Total nonperforming assets

$
52,882


$
20,742


$
22,713


$
9,157


$
3,374





10




At December 31,2010


2009


2008


2007


2006(Dollars in thousands)Performing restructured loans:Residential mortgage:Single-family

$
426


$
—


$
—


$
—


$
—Commercial real estate


30,342



11,279



5,731



—



—Commercial business


316



108



54



—



—Consumer


250



225



1,075



—



—Total performing restructured loans

$
31,334


$
11,612


$
6,860


$
—


$
—





For the year ended December 31, 2010, interest income of approximately $1.5 million was not recorded on loans accounted for on a nonaccrual basis, if the loans had been current throughout the entire period.  Aside from the loans defined as nonaccrual, over 90 days past due, classified, or restructured, there were no loans at December 31, 2010, where known information about possible credit problems of borrowers caused management to have serious concerns as to the ability of the borrowers to comply with present loan repayment terms and may result in disclosure as nonaccrual, over 90 days past due or restructured.   There were $2.7 million of loans which were accruing interest and contractually over 90 days past due at December 31, 2010.  During the year ended December 31, 2010,
additional gross interest income of approximately $52,000 was recorded on these loans.





The level of non-performing loans is primarily attributable to the current economic environment.  Downward pressure has impacted the market values of housing and other real estate, significantly impacting property values in the Bank’s market area and credit quality of certain borrowers. Management has evaluated its non-performing loans and believes they are either well collateralized or adequately reserved. However, there can be no assurance in the future that regulators, increased risks in the loan portfolio, adverse changes in economic conditions or other factors will not require further adjustments to the allowance for credit losses.





Age Analysis of Past Due Loans and Leases

As of December 31, 2010 and 200960-89 Days


Over 90

Days


Non

Accrual


Total Past

Due


Current


Total Loans

and LeasesDecember 31, 2010:Residential mortgage

$
2,389


$
1,150


$
2,057


$
5,596


$
53,161


$
58,757Commercial real estate


2,434



1,593



36,786



40,813



429,900



470,713Commercial business


77



—



1,515



1,592



20,393



21,985Consumer


698



—



908



1,606



81,513



83,119Lease receivables


—



—



—



—



8,148



8,148Total


5,598



2,743



41,266



49,607



593,115



642,722December 31, 2009:Residential mortgage


1,903



520



247



2,670



51,877



54,547Commercial real estate


5,438



1,236



8,940



15,614



495,259



510,873Commercial business


267



—



—



267



25,842



26,109Consumer


299



—



994



1,293



89,407



90,700Lease receivables


—



—



—



—



9,818



9,818Total

$
7,907


$
1,756


$
10,181


$
19,844


$
672,203


$
692,047





Based on an impairment analysis of the Bank’s portfolio, there were $23.6 million of loans classified as impaired, net of $6.0 million in write-downs at December 31, 2010.  The allowance for loan losses included $3.2 million specifically provided for these impaired loans as of December 31, 2010. A loan is considered impaired, based on current information and events, if it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan arrangement.  All collateral-dependent loans are measured for impairment based on the fair value of the collateral, while uncollateralized loans and other loans determined not to be collateral dependent are measured for impairment based on the present value of
expected future cash flows discounted at the historical effective interest rate.  The Bank uses several factors in determining if a loan is impaired.  The internal asset classification procedures include a thorough review of significant loans and lending relationships and include the accumulation of related data.  This data includes loan payments status, borrowers’ financial data and borrowers’ operating factors such as cash flows, operating income or loss, and various other matters.  See Notes 1 and 4 of Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.




11




At December 31, 2010, the Company had $41.3 million of nonaccrual loans, consisting of 13 single-family residential mortgage loans totaling $2.0 million; one multifamily residential mortgage loan totaling $37,000; 15 single family residential commercial construction loans totaling $3.2 million; 16 commercial residential real estate term loans totaling $3.0 million; 22 commercial non-residential real estate term loans totaling $15.1 million; 38 commercial land loans totaling $17.1 million; seven commercial non real estate loans totaling $18,000; and 20 consumer loans totaling $908,000.





At December 31, 2010, the Bank had $11.6 million of other real estate owned, which consisted of 15 single-family residences, 41 vacant lots, one residential subdivision containing raw land and 42 developed lots, three land loans and four commercial properties. See Note 1 of Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.





Classified Assets and Credit Quality.Federal regulations require that the Bank classify its assets on a regular basis.  In addition, in connection with examinations of insured institutions, examiners have authority to identify problem assets and if appropriate, classify them in their reports of examination.  There are four classifications for problem assets: “special mention,” “substandard,” “doubtful” and “loss.”  Special mention assets contain a potential weakness that deserves management’s close attention and which could cause a more serious problem if not corrected.  Substandard assets have one or more well-defined weaknesses and are characterized
by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected.  Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, questionable, and there is a high possibility of loss.  An asset classified as a loss is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted.  Assets classified as special mention, substandard or doubtful require a bank to establish general allowances for loan losses.  If an asset or portion thereof is classified as loss, a bank must either establish a specific allowance for loss in the amount of the portion of the asset classified as loss, or charge off such amount.  Work-in-process loans are loans that have been approved and sent to the
attorney for closing, but have not yet been returned for processing.  These loans are not given a risk grade until they have been processed and are therefore excluded from the credit quality reporting.





The Bank assigns a risk grade to each commercial loan.  The grading system established by the Bank includes grades 1 through 9.  These grades are defined as follows: “1” is Excellent and considered to be of the highest quality with significant financial strength, stability, and liquidity; “2” is Above Average and supported by above average financial strength and stability; “3” is Average and supported by upper tier industry-average financial strength and stability; “4” is Acceptable and supported by lower end industry-average financial strength and stability; “5” is Watch and has been identified by the lender as a loan that has shown some degree of deterioration from its original status; “6” is Special Mention;
“7” is Substandard; “8” is Doubtful; and “9” is Loss.  Risk grades 1 through 5 are collectively labeled “Pass” by regulators, and have minimal risk and minimal loss history.





The Bank reviews its loan portfolio not less than quarterly to determine whether any assets require classification or re-classification.  At December 31, 2010, the Company had $100.6 million of classified assets, including $38.9 million classified as special mention, $61.7 million classified as substandard, $27,000 classified as doubtful and none classified as loss; compared to $84.0 million of classified assets at December 31, 2009, including $34.6 million classified as special mention, $49.4 million classified as substandard, none classified as doubtful and none classified as loss.





12




The following tables set forth information with respect to the Bank’s credit exposure at the dates indicated.





Commercial Credit Exposure - Credit Quality by Risk Grade





Commercial


Commercial


CommercialReal Estate (1)


Construction (2)


Business (3)Grade

2010


2009


2010


2009


2010


2009(In Thousands)1

$
—


$
—


$
—


$
—


$
—


$
302


2,168



2,705



487



500



110



4193


22,538



21,208



6,433



6,439



1,975



3,2324


236,149



270,967



21,207



44,695



14,641



16,9345


62,007



51,872



11,273



16,765



2,767



1,6846


34,506



25,582



3,279



5,430



484



2,5087


31,328



22,610



3,646



2,248



254



7358


—



—



—



—



27



—9


—



—



—



—



—



—Total

$
388,696


$
394,944


$
46,325


$
76,077


$
20,258


$
25,542




(1) Does not include impaired loans of $23.1 million and $23.0 million at December 31, 2010 and 2009 respectively.


(2) Does not include work-in-process of $140,000 and $1.7 million at December 31, 2010 and 2009 respectively.


(3) Does not include impaired loans of $73,000 and none at December 31, 2010 and 2009 respectively.  Does not include work-in-process of $500,000 and none at December 31, 2010 and 2009 respectively.





Consumer Credit Exposure - Credit Quality by Classification





Consumer (1)


Residential Mortgage (2)


Lease ReceivablesClassification

2010


2009


2010


2009


2010


2009(In Thousands)Pass

$
81,442


$
88,437


$
50,792


$
49,091


$
7,959


$
9,785Special Mention


—



527



673



531



—



—Substandard


620



591



2,057



217



189



33Total

$
82,062


$
89,555


$
53,522


$
49,839


$
8,148


$
9,818





(1) Does not include work-in-process of  $1,000 and $87,000 at December 31, 2010 and 2009 respectively.  Does not include impaired loans of $416,000 at December 31, 2010 and none at December 31, 2009.


(2) Does not include work-in-process and participation loans of $3.0 million and $3.1 million at December 31, 2010 and 2009 respectively.





Impaired Loans





Interest IncomeEnding Balance


Associated Allowance


Recognized2010


2009


2010


2009


2010


2009(In Thousands)Impaired loans with an associated allowance:Commercial real estate

$
12,480


$
22,913


$
2,941


$
5,063


$
436


$
896Commercial business


73



54



73



54



2



3Consumer


239



—



174



—



10



—Total


12,792



22,967



3,188



5,117



448



899Impaired loans with no associated allowance:Commercial real estate


10,608



—



—



—



500



—Commercial business


—



—



—



—



—



—Consumer


177



—



—



—



8



—Total

$
10,785


$
—


$
—


$
—


$
508


$
—





13




Allowance for Credit Losses.  The Bank maintains both general and specific allowances for loan and lease losses and an allowance for unfunded loan commitments (collectively, the “allowance for credit losses”) at levels the Bank believes are appropriate in light of the risk inherent in the loan and lease portfolio and in unfunded loan commitments.  The Bank has developed policies and procedures for assessing the adequacy of the allowance for credit losses that reflect the assessment of credit risk and impairment analysis.  This assessment includes an analysis of qualitative and quantitative trends in the levels of classified loans.  Future assessments of credit risk may yield different results, depending
on changes in the qualitative and quantitative trends, which may require increases or decreases in the allowance for credit losses.





The Bank uses a variety of modeling and estimation tools for measuring its credit risk and performing impairment analysis, which is the basis used in developing the allowance for credit losses.  The factors supporting the allowance do not diminish the fact that the entire allowance for credit losses is available to absorb probable losses in both the loans and lease portfolio and in unfunded loan commitments. The Bank’s principal focus is on maintaining the adequacy of the total allowance for credit losses.  Based on the overall credit quality of the loan and lease receivable portfolio, the Bank believes it has established the allowance for credit losses pursuant to accounting principles generally accepted in the United States of America, and has taken into account the views of its
regulators and the current economic environment.  Management evaluates the information upon which it bases the allowance for credit losses quarterly and believes its accounting decisions remain accurate.  However, there can be no assurance in the future that regulators, increased risks in its loans and leases portfolio, changes in economic conditions and other factors will not require additional adjustments to the allowance for credit losses.





The allowance for credit losses calculation methodology takes into account accounting principles generally accepted in the United States of America and regulatory guidance. The calculation methodology is focused on current borrower analysis and loss factors that are indicative of actual historical loss experience in recent years. The allowance for credit losses contains both general and specific reserves.  The Bank may establish a specific reserve for certain loans calculated using an estimate of the expected cash flows from the borrower discounted at the loan’s effective interest rate, and for collateral dependent loans for which an impairment analysis has not yet been completed.  For collateral dependent loans when impairment can be reasonably calculated, the Bank will write down the
affected loan by the level of that impairment.   See Notes 1 and 4 of Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information regarding lending activities and the allowance for credit losses.





Activity in the allowance for credit losses, which includes the allowance for loan and lease losses and  unfunded loan commitments, is summarized as follows:





Allowance for Loan

and Lease Losses


Allowance for Unfunded

Loan Commitments


Allowance for

Credit Losses(In thousands)Balance at December 31, 2005

$
8,113


$
1,109


$
9,222Provisions for credit losses


1,277



(344
)


933Loans and Leases charged-off


(342
)


—



(342
)Loans and Leases recovered


110



—



110Net (charge-offs)/recoveries


(232
)


—



(232
)Balance at December 31, 2006


9,158



765



9,923Balance at December 31, 2006


9,158



765



9,923Provisions for credit losses


712



(362
)


350Loans and Leases charged-off


(421
)


—



(421
)Loans and Leases recovered


37



—



37Net (charge-offs)/recoveries


(384
)


—



(384
)Balance at December 31, 2007


9,486



403



9,889Balance at December 31, 2007


9,486



403



9,889Provisions for credit losses


4,107



(63
)


4,044Loans and Leases charged-off


(2,168
)


—



(2,168
)Loans and Leases recovered


193



—



193Net (charge-offs)/recoveries


(1,975
)


—



(1,975
)Balance at December 31, 2008


11,618



340



11,958





14




Balance at December 31, 2008


11,618



340



11,958Provisions for credit losses


7,280



(100
)


7,180Loans and Leases charged-off


(5,775
)


—



(5,775
)Loans and Leases recovered


381



—



381Net (charge-offs)/recoveries


(5,394
)


—



(5,394
)Balance at December 31, 2009


13,504



240



13,744Balance at December 31, 2009


13,504



240



13,744Provisions for credit losses


22,155



(3
)


22,152Loans and Leases charged-off


(17,783
)


—



(17,783
)Loans and Leases recovered


954



—



954Net (charge-offs)/recoveries


(16,829
)


—



(16,829
)Balance at December 31, 2010

$
18,830


$
237


$
19,067




The following table sets forth information with respect to the Bank’s allowance for loan and lease losses by loan category at the dates indicated.





December 31, 2010Commercial


Commercial





Residential


LeaseReal Estate


Business


Consumer


Mortgage


Receivables


Total(In Thousands)Allowance for collectively evaluated impairedBeginning Balance

$
6,603


$
514


$
739


$
377


$
154


$
8,387Charge-Offs


(2,707
)


(322
)


(1,102
)


(44
)


(6
)


(4,181
)Recoveries


86



84



98



—



—



268Provisions


7,900



142



3,101



25



—



11,168Ending Balance

$
11,882


$
418


$
2,836


$
358


$
148


$
15,642Allowance for individually evaluated impairedBeginning Balance

$
5,063


$
54


$
—


$
—


$
—


$
5,117Charge-Offs


(12,032
)


—



(1,570
)


—



—



(13,602
)Recoveries


600



—



86



—



—



686Provisions


9,310



19



1,658



—



—



10,987Ending Balance

$
2,941


$
73


$
174


$
—


$
—


$
3,188





December 31, 2009Commercial


Commercial





Residential


LeaseReal Estate


Business


Consumer


Mortgage


Receivables


Total(In Thousands)Allowance for collectively evaluated impairedBeginning Balance

$
8,448


$
321


$
604


$
510


$
154


$
10,037Charge-Offs


(2,371
)


(443
)


(1,636
)


(12
)


—



(4,462
)Recoveries


57



50



274



—



—



381Provisions


469



586



1,497



(121
)


—



2,431Ending Balance

$
6,603


$
514


$
739


$
377


$
154


$
8,387Allowance for individually evaluated impairedBeginning Balance

$
1,085


$
496


$
—


$
—


$
—


$
1,581Charge-Offs


(817
)


(496
)


—



—



—



(1,313
)Recoveries


—



—



—



—



—



—Provisions


4,795



54



—



—



—



4,849Ending Balance

$
5,063


$
54


$
—


$
—


$
—


$
5,117




15


The following table sets forth information with respect to the Bank’s loan balances by loan category at the dates indicated.





December 31, 2010Commercial


Commercial





Residential


LeaseReal Estate


Business


Consumer


Mortgage


Receivables


Total(In Thousands)Collectively evaluated impairedBeginning Balance

$
472,166


$
26,049


$
89,642


$
52,962


$
9,818


$
650,637Originations


67,308



7,278



10,606



99,584



3,895



188,671Sales/Repayments


(73,214
)


(12,227
)


(14,482
)


(95,725
)


(5,559
)


(201,207
)Charge-Offs


(2,707
)


(322
)


(1,102
)


(44
)


(6
)


(4,181
)Transfers to REO


(16,185
)


—



(616
)


(274
)


—



(17,075
)Transfers to/from individuallyimpaired


(12,207
)


(19
)


(1,986
)


—



—



(14,212
)Other


—



—



—



—



—



—Ending Balance

$
435,161


$
20,759


$
82,062


$
56,503


$
8,148


$
602,633Individually evaluated impairedBeginning Balance

$
22,913


$
54


$
0


$
—


$
—


$
22,967Charge-Offs


(12,032
)


0



(1,570
)


—



—



(13,602
)Transfers to/from collectively














—



—impaired


12,207



19



1,986



—



—



14,212Other


0



0



0



—



—



—Ending Balance

$
23,088


$
73


$
416


$
—


$
—


$
23,577





December 31, 2009Commercial


Commercial





Residential


LeaseReal Estate


Business


Consumer


Mortgage


Receivables


Total(In Thousands)Collectively evaluated impairedBeginning Balance

$
552,093


$
36,742


$
101,808


$
46,990


$
11,561


$
749,194Originations


66,570



10,187



16,508



133,558



5,927



232,750Sales/Repayments


(115,616
)


(20,383
)


(25,217
)


(126,937
)


(7,670
)


(295,823
)Charge-Offs


(2,371
)


(443
)


(1,636
)


(12
)


—



(4,462
)Transfers to REO


(12,461
)


—



(1,821
)


(637
)


—



(14,919
)Transfers to/from individuallyImpaired


(16,049
)


(54
)


—



—



—



(16,103
)Other


—



—



—



—



—



—Ending Balance

$
472,166


$
26,049


$
89,642


$
52,962


$
9,818


$
650,637Individually evaluated impairedBeginning Balance

$
7,681


$
496


$
—


$
—


$
—


$
8,177Charge-Offs


(817
)


(496
)


—



—



—



(1,313
)Transfers to/from collectively










—



—



—impaired


16,049



54



—



—



—



16,103Other


—



—



—



—



—



—Ending Balance

$
22,913


$
54


$
—


$
—


$
—


$
22,967





16




The following table allocates the allowance for credit losses by loan category at the dates indicated.  The allocation of the allowance to each category is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any category.





At December 31,2010


2009


2008


2007


2006Amount


Percent of

Loans in

Category

to Total

Loans


Amount


Percent of

Loans in

Category

to Total

Loans


Amount


Percent of

Loans in

Category

to Total

Loans


Amount


Percent of

Loans in

Category

to Total

Loans


Amount


Percent of

Loans in

Category

to Total

Loans(Dollars in thousands)Allowance for Loan and Lease Losses:Residential mortgage

$
358



1.9
%

$
377



2.8
%

$
510



4.4
%

$
510



6.7
%

$
510



9.5
%Commercial (1)(2)


15,461



82.1



12,388



91.7



10,504



90.4



7,694



80.8



7,309



77.6Consumer (3)


3,011



16.0



739



5.5



604



5.2



1,282



12.5



1,339



12.9Total allowance for loan and lease losses

$
18,830



100.0
%

$
13,504



100.0
%

$
11,618



100.0
%

$
9,486



100.0
%

$
9,158



100.0
%Allowance for Unfunded Loan Commitments:Mortgage

$
—



0.0
%

$
—



0.0
%

$
—



0.0
%

$
—



0.0
%

$
20



2.6
%Commercial


49



20.7



63



26.3



121



35.6



163



40.4



431



56.4Consumer


188



79.3



177



73.7



219



64.4



240



59.6



314



41.0Total allowance for unfunded loan commitments (4)

$
237



100.0
%

$
240



100.0
%

$
340



100.0
%

$
403



100.0
%

$
765



100.0
%Combined total allowance for credit losses

$
19,067






$
13,744






$
11,958






$
9,889






$
9,923


(1)
Includes commercial real estate, commercial business loans and lease receivables.


(2)
Includes $3.0 million of specific allowance for loan losses on 31 commercial real estate loans and two other commercial loans.


(3)
Includes $174,000 of specific allowance for loan losses on four consumer loans.


(4)
Recorded as other liabilities in the consolidated statements of financial condition.





17


Historical Loss and Qualitative Analysis.The assessment of the adequacy of the allowance for credit losses includes an analysis of actual historical loss percentages of both classified and pass loans and qualitative factors allocated among specific categories of loans.  In developing this analysis, the Bank relies on actual loss history and estimates and exercises management’s best judgment in assessing credit risk. The following table sets forth information with respect to the Bank’s allocation of historical loss percentages used in determining the allowance for credit losses (ACL) for each of the loan categories and risk grades at December 31, 2010.





Historical Loss Percentage by Assigned Risk GradeCategory – Commercial Loans

9


8


7


6


5


4


3


2


1Commercial Real Estate


100.00
%


99.280
%


18.031
%


0.330
%


0.562
%


0.003
%


0.003
%


0.003
%


0.00
%Commercial Non-Real Estate Secured


100.00
%


99.430
%


64.620
%


4.419
%


0.634
%


0.189
%


0.189
%


0.189
%


0.00
%Commercial Non-Real Estate Unsecured


100.00
%


99.410
%


15.205
%


5.233
%


1.253
%


0.559
%


0.559
%


0.559
%


0.00
%Category – Other Loans

9


8


7


6


PassConsumer Real Estate


100.00
%


99.550
%


99.550
%


46.112
%


0.626
%Consumer Non-Real Estate Secured


100.00
%


99.590
%


99.590
%


99.590
%


0.217
%Consumer Non-Real Estate Unsecured


100.00
%


99.490
%


99.490
%


99.490
%


1.751
%Residential Real Estate


100.00
%


99.690
%


4.840
%


1.718
%


0.000
%Lease Receivables


100.00
%


99.550
%


10.529
%


0.000
%


0.001
%





Unfunded CommitmentsCommercial Real Estate Lines of Credit


0.200
%Commercial Non-Real Estate Lines of Credit


0.200
%Commercial Standby Letters of Credit


0.200
%Home Equity Lines of Credit


0.200
%Consumer Real Estate Lines of Credit


0.200
%Consumer Non-Real Estate Lines of Credit


0.200
%Work-in-Process


0.200
%





The following table sets forth information with respect to the Bank’s allocation of qualitative factors, including various subjective areas assessed in terms of basis points used in determining the overall adequacy of the ACL as of December 31, 2010.   The determination of risk will result in a positive or negative adjustment to the ACL evaluation and validation.  Adjustments for each component may range from -10 basis points to +10 basis points.  A component score of 0 basis points indicates no effect on the ACL.  A component rating of +10 basis points indicates the assessed maximum potential of increased risk to the adequacy of the ACL.  A -10 basis point component rating indicates the most positive effect on the ACL.





Allocation of Qualitative FactorsCategory

Commercial

Loans


Consumer

Loans


Mortgage

Loans


LeasesLoans and Leases:Changes in Economic and Business Conditions


0.25
%


0.17
%


0.03
%


0.05
%Interest Rate Risk


0.21
%


0.15
%


0.03
%


0.04
%Effect of Concentrations of Credit


0.19
%


0.15
%


0.04
%


0.04
%Changes in Nature and Volume of the Loan Portfolio Mix


0.20
%


0.15
%


0.04
%


0.05
%Seasoning of the Loan Portfolio


0.22
%


0.16
%


0.03
%


0.08
%Changes in the Volume/Severity of Past Due Loans, Nonaccrual Loans, and Classified Loans


0.23
%


0.18
%


0.05
%


0.05
%Changes in Lending Policies and Procedures


0.12
%


0.09
%


0.03
%


0.03
%Changes in the Quality of the Loan Review System


0.09
%


0.06
%


0.02
%


0.02
%Changes in Experience, Ability and Depth of Lending Management and Staff


0.13
%


0.09
%


0.02
%


0.05
%Changes in the Value of the Underlying Collateral


0.24
%


0.17
%


0.02
%


0.04
%





18




Category

Commercial

Loans


Consumer

LoansUnfunded Commitments:Changes in Economic and Business Conditions


0.07
%


0.07
%Interest Rate Risk


0.07
%


0.07
%Effect of Concentrations of Credit


0.06
%


0.06
%Changes in Nature and Volume of the Loan Portfolio Mix


0.06
%


0.06
%Seasoning of the Loan Portfolio


0.03
%


0.03
%Changes in the Volume/Severity of Past Due Loans, Nonaccrual Loans, and Classified Loans


0.09
%


0.09
%Changes in Lending Policies and Procedures


0.03
%


0.03
%Changes in the Quality of the Loan Review System


0.03
%


0.00
%Changes in Experience, Ability and Depth of Lending Management and Staff


0.03
%


0.03
%Changes in the Value of the Underlying Collateral


0.05
%


0.06
%





Investment Activities





General.  Interest income from mortgage-backed securities and investment securities generally provides the second largest source of income to the Company, after interest and fees on loans.  The Bank’s Board of Directors has authorized investment in U.S. Government and agency securities, state government obligations, municipal securities, obligations of the Federal Home Loan Bank (“FHLB”) and mortgage-backed securities.  The Bank’s objective is to use such investments to reduce credit risk and provide liquidity.  At December 31, 2010, the Company’s mortgage-backed securities and investment securities portfolio totaled $98.9 million.  At such date, the Company had an unrealized
gain of $631,000, net of deferred taxes, with respect to its securities.





Investment and aggregate investment limitations and credit quality parameters of each class of investment are prescribed in the Bank’s investment policy.  The Bank performs an analysis on mortgage-backed securities and investment securities on a quarterly basis to determine the impact on earnings and market value under various interest rate scenarios and prepayment conditions.  Securities purchases are subject to the oversight of the Bank’s Investment Committee consisting of four directors and are reviewed by the Board of Directors on a monthly basis.  The Bank’s President has authority to make specific investment decisions within the parameters determined by the Board of Directors.





Mortgage-Backed Securities.  At December 31, 2010, the Company’s mortgage-backed securities amounted to $98.9 million, or 12.4% of total assets.  Mortgage-backed securities represent a participation interest in a pool of single-family or multi-family mortgages, the principal and interest payments on which are passed from the mortgage originators through intermediaries that pool and repackage the participation interest in the form of securities to investors such as the Bank.  Such intermediaries may include government sponsored entities such as FHLMC, the Federal National Mortgage Association (“FNMA”, also known as “Fannie Mae”) and the Government National Mortgage Association (“GNMA”,
also known as “Ginnie Mae”) which guarantee the payment of principal and interest to investors.  Mortgage-backed securities generally increase the quality of the Bank’s assets by virtue of the guarantees that back them, are more liquid than individual mortgage loans and may be used to collateralize borrowings or other obligations of the Bank.  At December 31, 2010, all of the Company’s mortgage-backed securities were backed by loans originated by the Bank and swapped with the FHLMC in exchange for such mortgage-backed securities.





The FHLMC is a public corporation chartered by the U.S. Government.  The FHLMC issues participation certificates backed principally by conventional mortgage loans.  The FHLMC guarantees the timely payment of interest and the ultimate return of principal on participation certificates.  FHLMC securities are not backed by the full faith and credit of the United States; however, their securities are considered to be good quality investments with marginal credit risks.  The maximum loan limit for FNMA and FHLMC is currently $417,000.





Mortgage-backed securities typically are issued with stated principal amounts, and the securities are backed by pools of mortgages that have loans with interest rates that are within a range and having varying maturities.  The underlying pool of mortgages can be composed of either fixed-rate or adjustable-rate loans.  As a result, the risk characteristics of the underlying pool of mortgages, (i.e., fixed-rate or adjustable-rate) as well as prepayment risk, are passed on to the certificate holder.  The life of a mortgage-backed pass-through security thus approximates the life of the underlying mortgages.  Mortgage-backed securities generally yield less than the loans which underlie such securities because of their
payment guarantees or credit enhancements which offer nominal credit risk.  In addition, mortgage-backed securities are more liquid than individual mortgage loans and may be used to collateralize borrowings of the Bank in the event that the Bank determined to utilize borrowings as a source of funds.  Mortgage-backed securities issued or guaranteed by the FHLMC are weighted at no more than 20% for risk-based capital purposes, compared to a weight of 50% to 100% for residential loans.  See “Depository Institution Regulation — Capital Requirements.”




19




At December 31, 2010, mortgage-backed securities with an amortized cost of $97.6 million and a carrying value of $98.6 million were held as available for sale, and mortgage-backed securities with an amortized cost of $245,000 and a fair value of $251,000 were held for investment.  Mortgage-backed securities which are held to maturity are carried at cost, adjusted for the amortization of premiums and the accretion of discounts using a method which approximates a level yield.  Mortgage-backed securities classified as available for sale are carried at fair value.  Unrealized gains and losses on available for sale mortgage-backed securities are recognized as direct increases or decreases in equity, net of applicable income taxes. At December 31, 2010, the Bank’s mortgage-backed
securities had a weighted average yield of 4.21%.  See Notes 1 and 3 of the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.





At December 31, 2010, the average contractual maturity of the Company’s fixed-rate mortgage-backed securities available for sale was approximately 25.7 years, while the average contractual maturity of mortgage-backed securities held for investment was approximately 2.7 years.  The actual maturity of a mortgage-backed security varies, depending on when the mortgagors prepay or repay the underlying mortgages.  Prepayments of the underlying mortgages may shorten the life of the investment, thereby adversely affecting its yield to maturity and the related market value of the mortgage-backed security.  The yield is based upon the interest income and the amortization of the premium or accretion of the discount related to the mortgage-backed security.  Premiums and
discounts on mortgage-backed securities are amortized or accreted over the estimated term of the securities using a level yield method.  The prepayment assumptions used to determine the amortization period for premiums and discounts can significantly affect the yield of the mortgage-backed security, and these assumptions are reviewed periodically to reflect the actual prepayment.  The actual prepayments of the underlying mortgages depend on many factors, including the type of mortgage, the coupon rate, the age of the mortgages, the geographical location of the underlying real estate collateralizing the mortgages and general levels of market interest rates.  The difference between the interest rates on the underlying mortgages and the prevailing mortgage interest rates is an important determinant in the rate of prepayments.  During periods of falling mortgage interest rates, prepayments generally increase, and, conversely, during periods of rising
mortgage interest rates, prepayments generally decrease.  If the coupon rate of the underlying mortgage significantly exceeds the prevailing market interest rates offered for mortgage loans, refinancing generally increases and accelerates the prepayment of the underlying mortgages.  Prepayment experience is more difficult to estimate for adjustable-rate mortgage-backed securities.





Investment Securities.  Investments in certain securities are classified into three categories and accounted for as follows: (1) debt securities bought with the intent to hold to maturity are classified as held for investment and reported at amortized cost; (2) debt and equity securities bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings; (3) debt and equity securities not classified as either held for investment securities or trading securities are classified as available for sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported as accumulated
other comprehensive income, a separate component of equity.





The Company had no investment securities held as available for sale at December 31, 2010. The Bank purchased no investment securities as available for sale during 2010. During 2010, there were no maturities and $507,000 of sales of investment securities available for sale, respectively. Proceeds from investment maturities and sales are used in daily liquidity management activities including funding borrowing maturities, deposit withdrawals or are reinvested into new investment securities or short-term interest bearing overnight funds.





Equity Securities.The equity securities held during 2009 and 2008 consisted of shares of restricted common stock of Triangle Capital Corporation (NASDAQ: TCAP) received in 2007 upon completion the TCAP public offering.  Prior to the public offering, the Company was a 2.2% limited partner in the Triangle Mezzanine Fund, LLLP, with a limited investment of $500,000.  In the public offering, TCAP acquired the Triangle Mezzanine Fund, LLLP, and the limited partners received shares of TCAP restricted common stock in amounts equivalent to their limited investment in the Triangle Mezzanine Fund, LLLP.  The TCAP equity securities were sold in 2010.





The Company had $3.5 million of FHLB stock at December 31, 2010.





20




The following table sets forth the carrying value of the Company’s investment, mortgage-backed, and  equity securities portfolio at the dates indicated.  See Notes 1, 2 and 3 of the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.





At December 31,2010


2009


2008(In thousands)Securities available for sale:U.S. government and agency securities

$
—


$
—


$
36,220Mortgage-backed securities


98,638



96,725



31,995Equity securities


—



407



344Total

$
98,638


$
97,132


$
68,559Securities held to maturity:FHLB stock

$
3,475


$
3,890


$
3,659Mortgage-backed securities


245



514



832Total

$
3,720


$
4,404


$
4,491





21




The following table sets forth the scheduled maturities, carrying values, amortized cost and average yields for the Company’s investment securities and mortgage-backed securities portfolio at December 31, 2010.





One Year or Less


One to Five Years


Five to Ten Years


More than Ten Years


Total Investment PortfolioCarrying

Value


Average

Yield


Carrying

Value


Average

Yield


Carrying

Value


Average

Yield


Carrying

Value


Average

Yield


Carrying

Value


Amortized

Cost


Average

Yield(Dollars in thousands)Securities available for sale:U.S. government and agency securities

$
—



—
%

$
—



—
%

$
—



—
%

$
—



—
%

$
—


$
—



—
%Mortgage-backed securities


—



—



789



6.16



1,055



4.77



96,794



4.19



98,638



97,595



4.21Securities held to maturity:FHLB stock (1)


—



—



—



—



—



—



3,475



0.35



3,475



3,475



0.35Mortgaged-backed securities


—



—



245



4.00



—



—



—



—



245



245



4.00Total

$
—



0
%

$
1,034



5.64
%

$
1,055



4.77
%

$
100,269



4.06
%

$
102,358


$
101,315



4.08
%





(1)
As a member of the FHLB of Atlanta, the Bank is required to maintain an investment in FHLB stock, which has no stated maturity.





22




Deposit Activity and Other Sources of Funds





General.  Deposits are the primary source of the Bank’s funds for lending, investment activities and general operational purposes.  In addition to deposits, the Bank derives funds from loan principal and interest repayments, maturities of investment securities and mortgage-backed securities and interest payments thereon.  Although loan repayments are a relatively stable source of funds, deposit inflows and outflows are significantly influenced by general interest rates and money market conditions.  Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds, or on a longer term basis for general operational purposes.  The Bank has access to borrowings from
the FHLB of Atlanta.





Deposits.  The Bank attracts deposits principally from within its market area by offering a variety of deposit instruments, including checking accounts, money market accounts, statement savings accounts, Individual Retirement Accounts, and certificates of deposit which range in maturity from seven days to five years.  Deposit terms vary according to the length of time the funds must remain on deposit and the interest rate.  Maturities, terms, service fees and withdrawal penalties for its deposit accounts are established by the Bank on a periodic basis.  The Bank reviews its deposit pricing on a weekly basis or more frequently based on market conditions. In determining the characteristics of its deposit accounts, the
Bank considers the rates offered by competing institutions, lending and liquidity requirements, growth goals and federal regulations.  Management believes it prices its deposits comparably to rates offered by its competitors.  The Bank does not accept brokered deposits, which are viewed as being less stable than other types of deposits.





The Bank attempts to compete for deposits with other institutions in its market area by offering competitively priced deposit instruments that are tailored to the needs of its customers.  Additionally, the Bank seeks to meet customers’ needs by providing convenient customer service to the community, efficient staff and convenient hours of service.  Substantially all of the Bank’s depositors are North Carolina residents.  To provide additional convenience, the Bank participates in the Cirrus and STAR Automatic Teller Machine networks at locations throughout the United States, through which customers can gain access to their accounts at any time.  To better serve its customers, the Bank has installed automatic teller machines at twenty-five office
locations.





The following tables set forth the distribution of the Bank’s deposit accounts and corresponding weighted average interest rates.  Management does not believe that the use of year-end balances instead of average balances resulted in any material difference in the information presented.





At December 31,2010


2009


2008Amount


Weighted

Average

Rate


Amount


Weighted

Average

Rate


Amount


Weighted

Average

Rate(Dollars in thousands)Demand accounts:Checking

$
218,784



0.10
%

$
212,502



0.11
%

$
208,923



0.22
%Money market


15,717



0.21



12,006



0.19



14,445



0.20Savings accounts


24,499



0.13



23,137



0.13



26,554



0.38Total


259,000



0.11



247,645



0.12



249,922



0.24Certificate accounts:Less than 12 months (1)


27,335



0.52



74,914



1.42



102,250



3.1312-14 months (1)


73,032



1.02



274,384



1.80



266,768



3.6615-72 months (1)


330,098



2.08



91,568



3.41



97,487



3.95Total


430,465



1.80



440,866



2.07



466,505



3.61Total deposits

$
689,465



1.17
%

$
688,511



1.37
%

$
716,427



2.43
%





(1)
Original term.





See Note 6 of the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.




23


The following table indicates the amount of the Company’s certificates of deposit of $100,000 or more by time remaining until maturity as of December 31, 2010.  At such date, such deposits represented 32.3% of total deposits and had a weighted average rate of 2.1%.





Maturity Period(In thousands)Three months or less

$
262Over three months


4,658Over six through 12 months


30,839Over 12 months


186,819Total

$
222,578





At December 31, 2010, FHLMC mortgage-backed securities with an amortized cost of $4.8 million were pledged as collateral for deposits from public entities and repurchase agreements.





Borrowings. Deposits historically have been the primary source of funds for the Bank’s lending, investment and general operating activities.  The Bank is authorized, however, to use advances from the FHLB of Atlanta to supplement its supply of lendable funds and to meet deposit withdrawal requirements.  The FHLB of Atlanta functions as a central reserve bank providing credit for savings institutions and certain other member financial institutions.  As a member of the FHLB System, the Bank is required to own stock in the FHLB of Atlanta and is authorized to apply for advances.  Advances are pursuant to several different programs, each of which has its own interest rate and range of maturities.  The
FHLB capital stock requirement is based on the sum of a membership stock component totaling 0.20% of the Bank’s total assets plus an activity-based stock component of 4.5% of outstanding FHLB advances.  Advances from the FHLB of Atlanta are secured by the Bank’s stock in the FHLB of Atlanta and other eligible assets.  During the years ended December 31, 2010, 2009 and 2008, the Bank’s borrowings consisted of FHLB advances and retail repurchase agreements.  Retail repurchase agreements represent agreements to sell securities under terms which require the Bank to repurchase the same or substantially similar securities by a specified date.  See Note 9 of the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.





The following table sets forth certain information regarding short-term borrowings by the Company at the dates and for the periods indicated:





At or for the Year Ended December 31,2010


2009


2008(Dollars in thousands)Amounts outstanding at end of periods:FHLB advances

$
10,000


$
35,000


$
45,000Federal funds purchased and securities sold under repurchase agreements


1,503



2,380



7,558Rate paid on:FHLB advances


3.18
%


3.04
%


3.01
%Federal funds purchased and securities sold under agreement to repurchase


0.25
%


0.25
%


0.25
%Maximum amount of borrowings outstanding at any month end:FHLB advances


27,000



50,500



53,000Federal funds purchased and securities sold under repurchase agreements


3,538



7,146



12,805Approximate average short-term borrowings outstanding with respect to:FHLB advances


12,408



41,081



45,274Federal funds purchased and securities sold under repurchase agreements


2,686



4,907



9,671Approximate weighted average rate paid on: (1)FHLB advances


3.04
%


3.00
%


3.07
%Federal funds purchased and securities sold under repurchase agreements


0.25
%


0.25
%


1.81
%





(1)  Based on month-end balances.




24




Competition





The Company faces strong competition in originating real estate, commercial business and consumer loans and in attracting deposits.  The Bank competes for real estate and other loans principally on the basis of interest rates, the types of loans it originates, the deposit products it offers and the quality of services it provides to borrowers.  The Bank also competes by offering products which are tailored to the local community, including lease financing.  Its competition in originating real estate loans comes primarily from other commercial banks, savings institutions, mortgage bankers and mortgage brokers.  Commercial banks, credit unions and finance companies provide vigorous competition in consumer lending.  Competition may increase as a result of the
reduction of restrictions on the interstate operations of financial institutions.





The Bank attracts its deposits through its branch offices primarily from the local communities.  Consequently, competition for deposits is principally from other commercial banks, savings institutions, credit unions and brokers in the Bank’s primary market area.  The Bank competes for deposits and loans by offering a variety of deposit accounts at competitive rates, convenient business hours, a commitment to outstanding customer service and a well-trained staff.  The Bank believes it has developed strong relationships with local realtors and the community in general. The Bank’s primary market area for gathering deposits and/or originating loans is central, eastern, northeastern and southeastern North Carolina, where the Bank’s offices are located.





In addition, the Bank makes securities brokerage services available through an affiliation with an independent broker-dealer.





Employees





As of December 31, 2010, the Bank had 268 full-time and 26 part-time employees, none of whom were represented by a collective bargaining agreement. Management considers the Bank’s relationships with its employees to be good.





Depository Institution Regulation





General. The Bank is a North Carolina chartered commercial bank and its deposit accounts are insured by the Deposit Insurance Fund (“DIF”) administered by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is subject to supervision, examination and regulation by the North Carolina Office of the Commissioner of Banks (“Commissioner”) and the FDIC and to North Carolina and federal statutory and regulatory provisions governing such matters as capital standards, mergers, subsidiary investments and establishment of branch offices.  The FDIC also has the authority to conduct special examinations.  The Bank is required to file reports with the Commissioner and the FDIC concerning its activities and
financial condition and will be required to obtain regulatory approval prior to entering into certain transactions, including mergers with, or acquisitions of, other depository institutions.





As a federally insured depository institution, the Bank is subject to various regulations promulgated by the Board of Governors of the Federal Reserve System (“Federal Reserve Board” or “FRB”), including Regulation B (Equal Credit Opportunity), Regulation D (Reserve Requirements), Regulation E (Electronic Fund Transfers), Regulation Z (Truth in Lending), Regulation CC (Availability of Funds and Collection of Checks) and Regulation DD (Truth in Savings).





The system of regulation and supervision applicable to the Bank establishes a comprehensive framework for the operations of the Bank, and is intended primarily for the protection of the FDIC and the depositors of the Bank, rather than stockholders.  Changes in the regulatory framework could have a material effect on the Bank that in turn, could have a material effect on the Company.  Certain of the legal and regulatory requirements are applicable to the Bank and Company. This discussion does not purport to be a complete explanation of all such laws and regulations and is qualified in its entirety by reference to the statutes and regulations involved.





Dodd–Frank Wall Street Reform and Consumer Protection Act.On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act represents a comprehensive overhaul of the financial services industry in the United States. The Dodd-Frank Act includes, among other things:




25


·
the creation of a Financial Stability Oversight Council to identify emerging systemic risks posed by financial firms, activities and practices, and to improve cooperation between federal agencies;


·
the creation of a Bureau of Consumer Financial Protection authorized to promulgate and enforce consumer protection regulations relating to financial products, which would affect both banks and non-bank financial companies;


·
the establishment of strengthened capital and prudential standards for banks and bank holding companies;


·
enhanced regulation of financial markets, including derivatives and securitization markets;


·
the elimination of certain trading activities by banks;


·
a permanent increase of the previously implemented temporary increase of FDIC deposit insurance to $250,000 per account, an extension of unlimited deposit insurance on qualifying noninterest-bearing transaction accounts, and an increase in the minimum deposit insurance fund reserve requirement from 1.15% to 1.35%, with assessments to be based on assets as opposed to deposits;


·
amendments to the Truth in Lending Act aimed at improving consumer protections with respect to mortgage originations, including originator compensation, minimum repayment standards, and prepayment considerations; and


·
new disclosure and other requirements relating to executive compensation and corporate governance.





Although the Dodd-Frank Act has been signed into law, a number of provisions remain to be implemented through the rulemaking process at various regulatory agencies. We are unable to predict the extent to which the Dodd-Frank Act or the forthcoming rules and regulations will impact our business. However, we believe that certain aspects of the new legislation, including, without limitation, the additional cost of higher deposit insurance coverage and the costs of compliance with disclosure and reporting requirements and examinations could have a significant impact on our business, financial condition, and results of operations. Additionally, we cannot predict whether there will be additional proposed laws or reforms that would affect the U.S. financial system or financial institutions, whether or when such changes
may be adopted, how such changes may be interpreted and enforced, or how such changes may affect us.





Safety and Soundness Guidelines.  Under FDICIA, as amended by the Riegle Community Development and Regulatory Improvement Act of 1994 (the “CDRI Act”), each federal banking agency was required to establish safety and soundness standards for institutions under its authority.  The interagency guidelines require depository institutions to maintain internal controls and information systems and internal audit systems that are appropriate for the size, nature and scope of the institution’s business.  The guidelines also establish certain basic standards for loan documentation, credit underwriting, interest rate risk exposure, asset growth and information security.  The guidelines further provide that
depository institutions should maintain safeguards to prevent the payment of compensation, fees and benefits that are excessive or that could lead to material financial loss, and should take into account factors such as comparable compensation practices at comparable institutions.  If the appropriate federal banking agency determines that a depository institution is not in compliance with the safety and soundness guidelines, it may require the institution to submit an acceptable plan to achieve compliance with the guidelines.  A depository institution must submit an acceptable compliance plan to its primary federal regulator within 30 days of receipt of a request for such a plan.  Failure to submit or implement a compliance plan may subject the institution to regulatory sanctions.  Management believes that the Bank substantially meets all the standards adopted in the interagency guidelines.





Capital Requirements.  The FRB and the FDIC have established guidelines with respect to the maintenance of appropriate levels of capital by bank holding companies with consolidated assets of $150 million or more and state nonmember banks, respectively.  The regulations impose two sets of capital adequacy requirements:  minimum leverage rules, which require bank holding companies and state nonmember banks to maintain a specified minimum ratio of capital to total assets, and risk-based capital rules, which require the maintenance of specified minimum ratios of capital to “risk-weighted” assets.  The regulations of the FDIC and the Federal Reserve Board require bank holding companies and state nonmember
banks, respectively, to maintain a minimum leverage ratio of “Tier 1 capital” to total assets of 3.0% to be considered “adequately capitalized” under the federal banking regulations.  Although setting a minimum 3.0% leverage ratio, the capital regulations state that only the strongest bank holding companies and banks, with excellent asset quality, high liquidity, low interest rate exposure, and the highest regulatory rating, are permitted to operate at or near such minimum level of capital.  All other bank holding companies and banks must maintain a leverage ratio of at least 4.0% to be considered “adequately capitalized.” As discussed in greater detail below, the Federal Deposit Insurance Act requires the federal bank regulatory agencies to take “prompt corrective action” with respect to FDIC-insured institutions that do not meet minimum capital requirements.  Tier 1 capital is the sum of common
stockholders’ equity, noncumulative perpetual preferred stock (including any related surplus), and minority interests in consolidated subsidiaries; minus all intangible assets (other than certain purchased mortgage servicing rights and credit card receivables), identified losses and certain investments. The regulatory capital rules state that voting common stockholders’ equity should be the dominant element within Tier 1 capital and that banking organizations should avoid overreliance on non-common equity elements.




26




As a DIF-insured, state chartered bank, the Bank must also deduct from Tier 1 capital an amount equal to its investments in, and extensions of credit to, subsidiaries engaged in activities that are not permissible for national banks, other than debt and equity investments in subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking activities or in subsidiary depository institutions or their holding companies.  Any bank or bank holding company experiencing or anticipating significant growth is expected to maintain capital well above the minimum levels.  In addition, the FRB has indicated that whenever appropriate, and in particular when a bank holding company is undertaking expansion, seeking to engage in new activities or otherwise facing unusual or abnormal
risks, it will consider, on a case-by-case basis, the level of an organization’s ratio of tangible Tier 1 capital to total assets in making an overall assessment of capital.





In addition to the leverage ratio, the regulations of the FRB and the FDIC require bank holding companies and state chartered nonmember banks to maintain a minimum ratio of qualifying total capital to risk-weighted assets of at least 8.0%, of which at least 4.0% must be Tier 1 capital.  Qualifying total capital consists of Tier 1 capital plus Tier 2 or “supplementary capital” items which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and preferred stock with a maturity of 20 years or more, certain other capital instruments and up to 45% of unrealized gains on equity securities.  The includible amount of Tier 2 capital cannot exceed the institution’s Tier 1 capital.  Qualifying total capital is
further reduced by the amount of the bank’s investments in banking and finance subsidiaries that are not consolidated for regulatory capital purposes, reciprocal cross-holdings of capital securities issued by other banks and certain other deductions.  The risk-based capital regulations assign balance sheet assets and the credit equivalent amounts of certain off-balance sheet items to one of four broad risk weight categories ranging from 0.% to 100%. The aggregate dollar amount of each category is multiplied by the risk weight assigned to that category based principally on the degree of credit risk associated with the obligor.  The sum of these weighted values equals the bank holding company or the bank’s risk-weighted assets.





In addition to FDIC regulatory capital requirements, the Commissioner requires that the Bank have adequate capitalization based upon each Bank’s particular set of circumstances.  The Bank is subject to the Commissioner’s capital surplus regulation which requires commercial banks to maintain a capital surplus of at least 50% of common capital.  Common capital is defined as the total of the par value of shares times the number of shares outstanding.





Prompt Corrective Regulatory Action.Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), the federal banking regulators are required to take prompt corrective action if an insured depository institution fails to satisfy the minimum capital requirements discussed above, including a leverage limit, a risk-based capital requirement, and any other measure deemed appropriate by the federal banking regulators for measuring the capital adequacy of an insured depository institution.  All institutions, regardless of their capital levels, are restricted from making any capital distribution or paying any management fees if the institution would thereafter fail to satisfy the minimum levels for any of
its capital requirements.  An institution that fails to meet the minimum level for any relevant capital measure (an “undercapitalized institution”) may be: (i) subject to increased monitoring by the appropriate federal banking regulator; (ii) required to submit an acceptable capital restoration plan within 45 days; (iii) subject to asset growth limits; and (iv) required to obtain prior regulatory approval for acquisitions, branching and new lines of businesses.  The capital restoration plan must include a guarantee by the institution’s holding company that the institution will comply with the plan until it has been adequately capitalized on average for four consecutive quarters, under which the holding company would be liable up to the lesser of 5% of the institution’s total assets or the amount necessary to bring the institution into capital compliance as of the date it failed to comply with its capital restoration plan.  A
“significantly undercapitalized” institution, as well as any undercapitalized institution that does not submit an acceptable capital restoration plan, may be subject to regulatory demands for recapitalization, broader application of restrictions on transactions with affiliates, limitations on interest rates paid on deposits, asset growth and other activities, possible replacement of directors and officers, and restrictions on capital distributions by any bank holding company controlling the institution.  Any company controlling the institution may also be required to divest the institution or the institution could be required to divest subsidiaries.  The senior executive officers of a significantly undercapitalized institution may not receive bonuses or increases in compensation without prior approval and the institution is prohibited from making payments of principal or interest on its subordinated debt.  In their discretion, the federal
banking regulators may also impose the foregoing sanctions on an undercapitalized institution if the regulators determine that such actions are necessary to carry out the purposes of the prompt corrective action provisions.  If an institution’s ratio of tangible capital to total assets falls below the “critical capital level” established by the appropriate federal banking regulator, the institution will be subject to conservatorship or receivership within specified time periods.




27




Under the implementing regulations, the federal banking regulators, including the FDIC, generally measure an institution’s capital adequacy on the basis of its total risk-based capital ratio (the ratio of its total capital to risk-weighted assets), Tier 1 risk-based capital ratio (the ratio of its core capital to risk-weighted assets) and leverage ratio (the ratio of its core capital to adjusted total assets).  The following table shows the Bank’s actual capital ratios and the required capital ratios for the various prompt corrective action categories as of December 31, 2010.





Adequately



SignificantlyActual

Well Capitalized

Capitalized

Undercapitalized

UndercapitalizedTotal risk-based capital ratio


13.4
%
10.0% or more

8.0% or more

Less than 8.0%

Less than 6.0%Tier 1 risk-based capital ratio


12.1
%
6.0% or more

4.0% or more

Less than 4.0%

Less than 3.0%Leverage ratio


9.1
%
5.0% or more

4.0% or more *

Less than 4.0% *

Less than 3.0%





* 3.0% if institution has the highest regulatory rating and meets certain other criteria.





A “critically undercapitalized” institution is defined as an institution that has a ratio of “tangible equity” to total assets of less than 2.0%.  Tangible equity is defined as core capital plus cumulative perpetual preferred stock (and related surplus) less all intangibles other than qualifying supervisory goodwill and certain purchased mortgage servicing rights.  The FDIC may reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized or undercapitalized institution to comply with the supervisory actions applicable to institutions in the next lower capital category (but may not reclassify a significantly undercapitalized institution as critically undercapitalized) if the FDIC determines, after notice and an
opportunity for a hearing, that the institution is in an unsafe or unsound condition or that the institution has received and not corrected a less-than-satisfactory rating for any CAMELS rating category. See Note 11 of the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operation in the 2010 Annual Report filed as Exhibit 13 hereto for additional information.





Community Reinvestment Act.  The Bank, like other financial institutions, is subject to the Community Reinvestment Act (“CRA”).  The purpose of the CRA is to encourage financial institutions to help meet the credit needs of their entire communities, including the needs of low-and moderate-income neighborhoods.





The federal banking agencies have implemented an evaluation system that rates an institution based on its actual performance in meeting community credit needs.  Under these regulations, an institution is first evaluated and rated under three categories: a lending test, an investment test and a service test.  For each of these three tests, the institution is given a rating of either “outstanding,” “high satisfactory,” “low satisfactory,” “needs to improve,” or “substantial non-compliance.”  A set of criteria for each rating has been developed and is included in the regulation.  If an institution disagrees with a particular rating, the institution has the burden of rebutting the presumption by clearly establishing
that the quantitative measures do not accurately present its actual performance, or that demographics, competitive conditions or economic or legal limitations peculiar to its service area should be considered.  The ratings received under the three tests will be used to determine the overall composite CRA rating.  The composite ratings currently given are: “outstanding,” “satisfactory,” “needs to improve” or “substantial non-compliance.”





The Bank’s CRA rating would be a factor to be considered by the FRB and the FDIC in considering applications submitted by the Bank to acquire branches or to acquire or combine with other financial institutions and take other actions and, if such rating was less than “satisfactory,” could result in the denial of such applications.  During the Bank’s last compliance examination, the Bank received an outstanding rating with respect to CRA compliance.





28


Federal Home Loan Bank System.  The FHLB System consists of 12 district FHLBs subject to supervision and regulation by the Federal Housing Finance Agency (“FHFA”).  The FHLBs provide a central credit facility primarily for member institutions.  As a member of the FHLB of Atlanta, the Bank is required to acquire and hold shares of capital stock in the FHLB of Atlanta.  The Bank was in compliance with this requirement with investment in FHLB of Atlanta stock of $3.5 million at December 31, 2010.  The FHLB of Atlanta serves as a reserve or central bank for its member institutions within its assigned district.  It is funded primarily from proceeds derived from the sale of consolidated
obligations of the FHLB System.  It offers advances to members in accordance with policies and procedures established by the FHFA and the Board of Directors of the FHLB of Atlanta.  Long-term advances may only be made for the purpose of providing funds for residential housing finance, small businesses, small farms and small agribusinesses.





Reserves.Pursuant to regulations of the FRB, the Bank must maintain average daily reserves equal to 3% on transaction accounts of $10.7 million up to $55.2 million, plus 10% on the remainder.  This percentage is subject to adjustment by the FRB.  Because required reserves must be maintained in the form of vault cash or in a noninterest bearing account at a Federal Reserve Bank, the effect of the reserve requirement is to reduce the amount of the institution’s interest-earning assets.  As of December 31, 2010, the Bank met its reserve requirements.





The Bank is also subject to the reserve requirements of North Carolina commercial banks.  North Carolina law requires state nonmember banks to maintain, at all times, a reserve fund in an amount set by the Commissioner.





Insurance of Deposit Accounts.  The Bank’s deposits are insured up to limits set by the Deposit Insurance Fund (the “DIF”) of the FDIC. The DIF was formed on March 31, 2006, upon the merger of the Bank Insurance Fund and the Savings Insurance Fund in accordance with the Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”). The Reform Act established a range of 1.15% to 1.50% within which the FDIC may set the Designated Reserve Ratio (the “reserve ratio” or “DRR”). The Dodd-Frank Act gave the FDIC greater discretion to manage the DIF, raised the minimum DIF reserve ratio to 1.35%, and removed the upper limit of 1.50%. In October 2010, the FDIC adopted a restoration plan to ensure
that the DIF reserve ratio reaches 1.35% by September 30, 2020, as required by the Dodd-Frank Act. The FDIC also proposed a comprehensive, long-range plan for management of the DIF. As part of this comprehensive plan, the FDIC has adopted a final rule to set the DRR at 2.0%.





On October 3, 2008, the Emergency Economic Stabilization Act of 2008 was enacted and temporarily raised the standard limit of FDIC insurance coverage from $100,000 to $250,000 per depositor.  On May 20, 2009, the Helping Families Save Their Homes Act extended the temporary increase in the standard maximum deposit insurance amount (SMDIA) to per depositor through December 31, 2013. On July 21, 2010, the Dodd-Frank Act permanently increased FDIC insurance coverage to $250,000 per depositor.





The FDIC imposes a risk-based deposit insurance premium assessment on member institutions in order to maintain the DIF. This assessment system was amended by the Reform Act and further amended by the Dodd-Frank Act. Under this system, as amended, the assessment rates for an insured depository institution vary according to the level of risk incurred in its activities. To arrive at an assessment rate for a banking institution, the FDIC places it in one of four risk categories determined by reference to its capital levels and supervisory ratings. In addition, in the case of those institutions in the lowest risk category, the FDIC further determines its assessment rate based on certain specified financial ratios or, if applicable, its long-term debt ratings. The assessment rate schedule can change from time to time,
at the discretion of the FDIC, subject to certain limits. The Dodd-Frank Act changed the methodology for calculating deposit insurance assessments from the amount of an insured institution’s domestic deposits to its total assets minus tangible capital. On February 7, 2011, the FDIC issued a new regulation implementing these revisions to the assessment system. The regulation will be effective April 1, 2011.




In addition to the assessment for deposit insurance, insured institutions are required to make payments on bonds issued by the Financing Corporation (“FICO”), established by the Competitive Equality Banking Act of 1987 to recapitalize the former Federal Savings & Loan Insurance Corporation (“FSLIC”) deposit insurance fund.  The FDIC established the FICO assessment rate effective for the first quarter of 2011 at 1.02 cents annually per $100 of assessable deposits. The Bank’s quarterly FICO payments during the year ended December 31, 2010 was at 1.04 cents annually per $100 of assessable deposits.





29


On October 14, 2008, the FDIC announced the Temporary Liquidity Guarantee Program (the “TLGP”) to strengthen confidence and encourage liquidity in the banking system.  The TLGP consists of two components: a temporary guarantee of newly-issued senior unsecured debt named the Debt Guarantee Program, and a temporary unlimited guarantee of funds in noninterest-bearing transaction accounts at FDIC insured institutions named the Transaction Account Guarantee Program (“TAG”).  All newly-issued senior unsecured debt will be charged an annual assessment of up to 100 basis points (depending on term) multiplied by the amount of debt issued and calculated through the date of that debt or June 30, 2012, whichever is earlier.  The Bank elected to opt out of the Debt
Guarantee Program.  The Bank elected to participate in the TAG Program.  On August 26, 2009, the FDIC adopted a final rule extending the TAG portion of the TLGP for six months through June 30, 2010 and it was extended again through December 31, 2010. The Bank elected to continue to participate in the TAG Program through December 31, 2010. On July 21, 2010, the Dodd-Frank Act extended unlimited FDIC insurance coverage to noninterest-bearing transaction deposit accounts. It does not apply to accounts earning any level of interest with the exception of Interest on Lawyers’ Trust Accounts (“IOLTA”) accounts. This unlimited FDIC insurance coverage is applicable to all applicable deposits at any FDIC-insured financial institution. Therefore, there is no additional FDIC insurance surcharge related to this coverage after December 31, 2010. This change is expected to lower the Bank’s FDIC insurance expense.





During 2009, the FDIC took several measures aimed at replenishing the DIF. On May 22, 2009, the FDIC imposed a 5 basis point special assessment on each insured institution’s assets minus Tier 1 capital as of June 30, 2009. On November 17, 2009, the FDIC voted to require insured institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009, as well as all of 2010, 2011, and 2012. For purposes of determining the prepayment, the FDIC used an institution’s assessment rate in effect on September 30, 2009. On December 30, 2009, the Bank paid the $4.7 million prepaid assessment and it was accounted for as a prepaid expense with a zero risk-weighting for risk-based regulatory capital purposes. On a quarterly basis after December 31, 2009, the Bank will expense its
regular quarterly assessment and record an offsetting credit to the prepaid assessment asset until the asset is exhausted.  If the prepaid assessment is not exhausted by June 30, 2013, any remaining amount will be returned to the Bank.





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





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





Liquidity Requirements.  FDIC policy requires that banks maintain an average daily balance of liquid assets (cash, certain time deposits, mortgage-backed securities, loans available for sale and specified United States government, state, or federal agency obligations) in an amount which it deems adequate to protect the safety and soundness of the bank.  The FDIC currently has no specific level which it requires. The Bank maintains its liquidity position under policy guidelines based on liquid assets in relationship to deposits and short-term borrowings.  Based on its policy calculation guidelines, the Bank’s calculated liquidity ratio was 20.3% of total deposits and short-term borrowings at December 31, 2010, which
management believes is adequate.





Dividend Restrictions.  Under FDIC regulations, the Bank is prohibited from making any capital distributions if after making the distribution, the Bank would have: (i) a total risk-based capital ratio of less than 8.0%; (ii) a Tier 1 risk-based capital ratio of less than 4.0%; or (iii) a leverage ratio of less than 4.0%.





Limits on Loans to One Borrower.  The Bank generally is subject to both FDIC regulations and North Carolina law regarding loans to any one borrower, including related entities.  Under applicable law, with certain limited exceptions, loans and extensions of credit by a state chartered nonmember bank to a person outstanding at one time and not fully secured by collateral having a market value at least equal to the amount of the loan or extension of credit shall not exceed 15% of the unimpaired capital of the Bank.  Loans and extensions of credit fully secured by readily marketable collateral having a market value at least equal to the amount of the loan or extension of credit shall not exceed 10% of the unimpaired capital fund
of the Bank.  Under these limits, the Bank’s loans to one borrower were limited to $13.8 million at December 31, 2010.  At that date, the Bank had no lending relationships in excess of the loans-to-one-borrower limit.  Notwithstanding the statutory loans-to-one-borrower limitations, the Bank has a self imposed loans-to-one-borrower limit, which currently is $7.2 million, which it has exceeded from time to time as approved in advance by the Board of Directors.  At December 31, 2010, the Bank’s largest lending relationship was a $6.7 million relationship consisting of two commercial real estate loans and one commercial business loan.  All loans within this relationship were current and performing in accordance with their contractual terms at December 31, 2010.




30




Transactions with Related Parties.  Transactions between a state nonmember bank and any affiliate are governed by Sections 23A and 23B of the Federal Reserve Act.  An affiliate of a state nonmember bank is any company or entity which controls, is controlled by or is under common control with the state nonmember bank.  In a holding company context, the parent holding company of a state nonmember bank (such as the Company) and any companies which are controlled by such parent holding company are affiliates of the savings institution or state nonmember bank.  Generally, Sections 23A and 23B (i) limit the extent to which an institution or its subsidiaries may engage in “covered transactions” with any one
affiliate to an amount equal to 10% of such institution’s capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus and (ii) require that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to a non-affiliate.  The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar other types of transactions.





Loans to Directors, Executive Officers and Principal Stockholders.State nonmember banks also are subject to the restrictions contained in Section 22(h) of the Federal Reserve Act and the applicable regulations thereunder on loans to executive officers, directors and principal stockholders.  Under Section 22(h), loans to a director, executive officer and to a greater than 10% stockholder of a state nonmember bank and certain affiliated interests of such persons, may not exceed, together with all other outstanding loans to such person and affiliated interests, the institution’s loans-to-one-borrower limit and all loans to such persons may not exceed the institution’s unimpaired capital and unimpaired
surplus.  Section 22(h) also prohibits loans above amounts prescribed by the appropriate federal banking agency to directors, executive officers and greater than 10% stockholders of a depository institution, and their respective affiliates, unless such loan is approved in advance by a majority of the board of directors of the institution with any “interested” director not participating in the voting.  Regulation O prescribes the loan amount (which includes all other outstanding loans to such person) as to which such prior board of director approval is required as being the greater of $25,000 or 5% of capital and surplus (or any loans aggregating $500,000 or more).  Further, Section 22(h) requires that loans to directors, executive officers and principal stockholders generally be made on terms substantially the same as offered in comparable transactions to other persons.  Section 22(h) also generally prohibits a depository institution
from paying the overdrafts of any of its executive officers or directors.





State nonmember banks also are subject to the requirements and restrictions of Section 22(g) of the Federal Reserve Act on loans to executive officers.  Section 22(g) of the Federal Reserve Act requires approval by the board of directors of a depository institution for such extensions of credit and imposes reporting requirements for and additional restrictions on the type, amount and terms of credits to such officers.  In addition, Section 106 of the Bank Holding Company Act of 1956, as amended (“BHCA”) prohibits extensions of credit to executive officers, directors, and greater than 10% stockholders of a depository institution by any other institution which has a correspondent banking relationship with the institution, unless such extension of credit is on substantially the same
terms as those prevailing at the time for comparable transactions with other persons and does not involve more than the normal risk of repayment or present other unfavorable features.





Additionally, North Carolina statutes set forth restrictions on loans to executive officers of state chartered banks, which provide that no bank may extend credit to any of its executive officers nor a firm or partnership of which such executive officers is a member, nor a company in which such executive officer owns a controlling interest, unless the extension of credit is made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions by the bank with persons who are not employed by the bank, and provided further that the extension of credit does not involve more than the normal risk of repayment.





Restrictions on Certain Activities.  State chartered nonmember banks with deposits insured by the FDIC are generally prohibited from engaging in equity investments that are not permissible for a national bank.  The foregoing limitation, however, does not prohibit FDIC-insured state banks from acquiring or retaining an equity investment in a subsidiary in which the bank is a majority owner.  State chartered banks are also prohibited from engaging as a principal in any type of activity that is not permissible for a national bank and, subject to certain exceptions, subsidiaries of state chartered FDIC-insured banks may not engage as a principal in any type of activity that is not permissible for a subsidiary of a national bank,
unless in either case, the FDIC determines that the activity would pose no significant risk to the DIF and the bank is, and continues to be, in compliance with applicable capital standards.





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USA Patriot Act.  The USA Patriot Act (“Patriot Act”) is intended to strengthen U.S. law enforcement’s and the intelligence communities’ abilities to work cohesively to combat terrorism on a variety of fronts.  The impact of the Patriot Act on financial institutions of all kinds is significant and wide ranging.  The Patriot Act contains sweeping anti-money laundering and financial transparency laws and imposes various regulations including standards for verifying client identification at account opening, and rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering.





Regulation of the Company





General.  The Company, as the sole shareholder of the Bank, is a bank holding company and is registered with the Federal Reserve Board.  Bank holding companies are subject to comprehensive regulation by the FRB under the BHCA, and the regulations of the FRB.  As a bank holding company, the Company is required to file with the FRB annual reports and such additional information as the FRB may require, and is subject to regular examinations by the FRB.  The FRB also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries, including its
bank subsidiaries.  In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.





Under the BHCA, a bank holding company must obtain FRB approval before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares); (ii) acquiring all or substantially all of the assets of another bank or bank holding company; or (iii) merging or consolidating with another bank holding company.  In evaluating applications for acquisitions, the FRB considers such things as the financial condition and management of the target and the acquirer, the convenience and needs of the communities involved (including CRA ratings) and competitive factors.





The BHCA also prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries.  The principal exceptions to these prohibitions involve certain nonbank activities which, by statute or by FRB regulation or order, have been identified as activities closely related to the business of banking or managing or controlling banks.  The list of activities permitted by the FRB includes, among other things, operating a savings institution, mortgage company, finance company, credit card company or factoring
company; performing certain data processing operations; providing certain investment and financial advice; underwriting and acting as an insurance agent for certain types of credit-related insurance; leasing property on a full-payout, non-operating basis; selling money orders, travelers’ checks and United States Savings Bonds; real estate and personal property appraising; providing tax planning and preparation services; and, subject to certain limitations, providing securities brokerage services for customers.  The Company currently engages in some of these permitted activities through the Bank, but has no present plans to operate a credit card company or factoring company, perform data processing operations, real estate and personal property appraising or provide tax planning and tax preparation services.





The Gramm-Leach-Bliley Act of 1999 (“GLBA”) authorized bank holding companies that meet specified qualitative standards to opt to become a “financial holding company.”  A financial holding company may engage in activities that are permissible for bank holding companies in addition to activities deemed to be financial in nature or incidental to financial activities.  These include insurance underwriting and investment banking.  The Company has not opted to become a financial holding company.





The FRB has adopted guidelines regarding the capital adequacy of bank holding companies, which require bank holding companies to maintain specified minimum ratios of capital to total assets and capital to risk-weighted assets.  See “— Depository Institution Regulation — Capital Requirements.”





Acquisition of Bank Holding Companies and Banks.  Under the BHCA, any company must obtain approval of the FRB prior to acquiring control of the Company or the Bank.  For purposes of the BHCA, “control” is defined as ownership of more than 25% of any class of voting securities of the Company or the Bank, the ability to control the election of a majority of the directors, or the exercise of a controlling influence over management or policies of the Company or the Bank.  The Change in Bank Control Act (“CBCA”) and the related regulations of the FRB require any person or persons acting in concert, to file a written notice with the FRB before such person or persons may acquire control of the Company or the
Bank.  The CBCA defines “control” as the power, directly or indirectly, to vote 25% or more of any voting securities or to direct the management or policies of a bank holding company or an insured bank; however, a rebuttable presumption of control exists upon the acquisition of power to vote 10% or more of a class of voting securities for a company, such as the Company, whose securities are registered under the Securities Exchange Act of 1934.




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Interstate Banking.  Federal law allows the FRB to approve an application of an adequately capitalized and adequately managed bank holding company to acquire control of, or acquire all or substantially all of the assets of, a bank located in a state other than the holding company’s home state, without regard to whether the transaction is prohibited by the laws of any state.  The FRB may not approve the acquisition of a bank that has not been in existence for a minimum of five years without regard for a longer minimum period specified by the law of the host state.  The FRB is prohibited from approving an application if the applicant (and its depository institution affiliates) controls or would control (i) more than 10% of
the insured deposits in the United States, or (ii) 30% or more of the deposits in the target bank’s home state or in any state in which the target bank maintains a branch.  Federal law does not limit a state’s authority to restrict the percentage of total insured deposits in the state which may be held or controlled by a bank or bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies.  Individual states may also waive the 30% state-wide concentration limit.





The federal banking agencies are also authorized to approve interstate merger transactions without regard to whether such transaction is prohibited by the law of any state, unless the home state of one of the banks has adopted a law opting out of the interstate mergers.  Interstate acquisitions of branches are permitted only if the law of the state in which the branch is located permits such acquisitions.  Interstate mergers and branch acquisitions are subject to the nationwide and statewide insured deposit concentration amounts described above. North Carolina has enacted legislation permitting interstate banking acquisitions.





The Dodd-Frank Act allows national and state banks to establish branches in any state if that state would permit the establishment of the branch by a state bank chartered in that state.





Dividends.  The FRB has issued a joint interagency statement on the payment of cash dividends by banking organizations, which expresses the FRB’s view that in setting dividend levels, a banking organization should consider its ongoing earnings capacity, the adequacy of its loan loss allowance, and the overall effect that a dividend payout would have on its cost of funding, its capital position, and, consequently, its ability to serve the expected needs of creditworthy borrowers. Banking organizations should not maintain a level of cash dividends that is inconsistent with the organization's capital position, that could weaken the organization's overall financial health, or that could impair its ability to meet the needs of creditworthy
borrowers. Supervisors will continue to review the dividend policies of individual banking organizations and will take action when dividend policies are found to be inconsistent with sound capital and lending policies.





The FRB has also issued a supervisory letter (SR 09-4) to provide greater clarity regarding payment of dividends.  The letter largely reiterates FRB supervisory policies and guidance, and heightens expectations that a bank holding company will inform and consult with the FRB supervisory staff sufficiently in advance of (i) declaring and paying a dividend that could raise safety and soundness concerns (i.e. declaring and paying a dividend that exceeds earnings for the period which the dividend is being paid); (ii) redeeming or repurchasing regulatory capital instruments when the bank holding company is experiencing financial weakness; or (iii) redeeming or repurchasing common stock or perpetual preferred stock that could result in a net reduction as of the end of a quarter in the amount of such equity
instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred.





Furthermore, under the prompt corrective action regulations adopted by the FRB, the FRB may prohibit a bank holding company from paying any dividends if the holding company’s bank subsidiary is classified as “undercapitalized”.  See “— Depository Institution Regulation — Prompt Corrective Regulatory Action.”





Bank holding companies are required to give the FRB prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the their consolidated net worth.  The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, FRB order, directive, or any condition imposed by, or written agreement with the FRB.  Bank holding companies whose capital ratios exceeded the thresholds for well capitalized banks on a consolidated basis are exempt from the foregoing requirement if
they were rated CAMELS 1 or 2 in their most recent regulatory inspection and are not the subject of any unresolved supervisory issues.




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Small Business Lending Fund.In September 2010, the Small Business Lending Fund Program (“SBLF”) was created by the Small Business Jobs Act of 2010. Under the SBLF, the U.S. Treasury may invest in preferred stock and other debt instruments issued by financial institutions. To be eligible, an institution must have total assets of $10 billion or less. An institution between $1 billion and $10 billion may apply for up to 3% of its total risk-weighted assets as long as it is otherwise eligible. An institution with assets of $1 billion or less may apply for up to 5% of its total risk-weighted assets as long as it is otherwise eligible. The U.S. Treasury must consult with the institution’s regulators to determine if the
institution should receive the investment. Institutions on the FDIC’s problem bank list as of, or within 90 days prior to, the date of the application, are ineligible to participate in the program.




Treasury’s investment must be repaid within 10 years. While the investment is outstanding, the rate at which dividends are payable varies between 1% and 7%, with an initial rate of 5%, and is wholly dependent upon the amount of increase in the bank’s quarterly small business lending following Treasury’s capital investment. If the amount of small business lending does not increase within 2 years, the dividend rate increases to 7%. If Treasury’s investment is not redeemed on or before 41/2 years following its investment, the dividend rate increases to 9%.




The application for participation in the SBLF along with a business plan for increasing small business lending must be submitted to the Treasury and the institution’s primary federal regulator prior to March 31, 2011. The Company has not yet determined whether it will submit an application for participation in the SBLF. If the Company chooses to submit an application and it is accepted, there is uncertainty as to whether the Bank will be able to increase the level of small business lending in order to qualify for a reduced level of dividend payments. There is also uncertainty as to the capital treatment of any funds received under the SBLF due to conflicts in capital treatment under the Dodd-Frank Act and the proposed Basel III rules. Further, Treasury could change the rules regarding participation in
the SBLF at any time.





Incentive Compensation Policies and Restrictions.In July 2010, the federal banking agencies issued guidance which applies to all banking organizations supervised by the agencies. Pursuant to the guidance, to be consistent with safety and soundness principles, a banking organization’s incentive compensation arrangements should: (1) provide employees with incentives that appropriately balance risk and reward; (2) be compatible with effective controls and risk management; and (3) be supported by strong corporate governance including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of
the organization and its use of incentive compensation.





Taxation – General





The Company files its federal and state income tax returns based on a fiscal year ending December 31.





Federal Income Taxation





The Company reports income taxes in accordance with financial accounting standards which require the recognition of deferred tax assets and liabilities for the temporary difference between financial statement and tax basis of the Company's assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  The Company has assessed if it had any significant uncertain tax positions as of December 31, 2010 and determined there were none.  Accordingly, no reserve for uncertain tax positions was recorded.





The Company’s federal income tax returns have been audited through the year ended December 31, 2007.





State Income Taxation





Under North Carolina law, the corporate income tax currently is 6.90% of federal taxable income as computed under the Internal Revenue Code, subject to certain state adjustments.  An annual state franchise tax is imposed at a rate of 0.15% applied to the greatest of the institution’s (i) capital stock, surplus and undivided profits, (ii) investment in tangible property in North Carolina or (iii) appraised valuation of property in North Carolina.





For additional information regarding taxation, see Notes 1 and 10 of Notes to Consolidated Financial Statements in the 2010 Annual Report filed as Exhibit 13 hereto.




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Item 1A. Risk Factors





Recent operating results may not be indicative of future operating results.





The Company may not be able to sustain its historical rate of growth and it may be difficult to replicate historical earnings growth. Consequently, historical results of operations will not necessarily be indicative of future operations. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, may also impede the ability to expand market presence. If the Company experiences a significant decrease in the historical rate of growth, results of operations and financial condition may be adversely affected because a high percentage of operating costs are fixed expenses.





Certain interest rate movements may impact earnings and asset value.





Since December 31, 2008, the prime lending rate has remained at 3.25%, while the Federal Funds rate has held constant at 0.0% to 0.25%. Short-term and intermediate-term market interest rates are used as a guide to price the Bank’s loans and deposits.  The decline in such interest rates has had a negative impact on the Bank’s interest rate spread and net interest margin, due to the interest sensitivity of the Bank’s interest-earning assets.  With the Federal Reserve’s current policy of continuing to hold interest rates at historical low levels, it is not foreseeable that interest rates can decline farther. In this extraordinary interest rate environment, rates would be driven below zero if downward interest rate assumptions were made. Should short-term interest rates
increase dramatically in the near future, and if rates on the Bank’s loans and investments reprice upwards faster than the rates on the Bank’s deposits and borrowings, the Bank could experience an increased interest rate spread and net interest margin, which could have a positive effect on the Bank’s profitability.





Changes in current interest rates also affect the value of the Bank’s interest-earning assets, and in particular the Bank’s securities portfolio.  Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates.  Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax.  Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on stockholders’ equity. Conversely, increases in the fair value of securities available for sale resulting from decreases in interest rates could have a positive effect on stockholders’ equity.




Strong competition within the Bank’s market area could hurt profits and slow growth.





The Bank faces intense competition in originating loans and in attracting deposits.  This competition makes it more difficult for the Bank to originate new loans and at times has required the Bank to offer higher deposit rates.  Price competition for loans and deposits could result in the Bank earning less on loans and paying more on deposits, which could reduce net interest income.  Competition also makes it more difficult to grow loans and deposits, and to hire and retain experienced employees.  Some of the institutions with which the Bank competes have substantially greater resources and lending limits than the Bank has and may offer services that the Bank does not provide.  Management expects competition to continue in the future as a result of legislative,
regulatory and technological changes and the continuing trend of consolidation in the financial services industry.  The Bank’s profitability depends upon its continued ability to compete successfully in its market area.





If the Bank experiences greater loan losses than anticipated, it will have an adverse effect on our net income.





While the risk of nonpayment of loans is inherent in banking, if the Bank experiences greater nonpayment levels than anticipated, earnings and overall financial condition, as well as the value of the Company’s common stock, could be adversely affected.  There is no assurance that monitoring procedures and policies will reduce certain lending risks or that the allowance for credit losses will be adequate to cover actual losses. In addition, as a result of inherent risks in the loan portfolio, loan losses may be greater than management’s estimates of the appropriate level for the allowance. Loan losses can cause insolvency and failure of a financial institution and, in such an event, stockholders could lose their entire investment. In addition, future provisions for loan losses could
materially and adversely affect profitability. Loan losses will reduce the allowance for credit losses, and reduction in the allowance for credit losses could be restored by an increase in the provision for loan losses. This would reduce earnings which could have an adverse effect on the stock price.





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The Bank originates commercial real estate, commercial business and consumer lending, which generally are riskier than residential mortgage lending.





The Bank currently operates as a North Carolina chartered commercial bank.  Prior to its conversion to a commercial bank in 1997, the Bank operated as a traditional savings and loan association, primarily emphasizing the origination of loans secured by single-family residences.  Upon converting to a commercial bank, the Board of Directors determined there was a local demand for commercial real estate, commercial business and consumer loans.  As a result, the Board of Directors determined to refocus the Bank’s strategy.  Pursuant to this strategy, while continuing to pursue its existing business of originating single-family residential mortgage loans, the Bank has gradually expanded into commercial real estate, commercial business and consumer lending.  In
furtherance of this strategy, the Bank recruited experienced commercial real estate and consumer loan and consumer lending officers and developed commercial real estate, commercial business and consumer loan products.  As a result of its efforts over the years, at December 31, 2010, the Bank had commercial real estate, commercial construction, commercial business and consumer loans totaling $409.6 million, $61.1 million, $22.0 million and $83.1 million, respectively, which represented 63.7%, 9.5%, 3.4% and 12.9%, respectively, of total loans.  At December 31, 2010, $58.8 million, or 9.1% of total loans, consisted of residential real estate mortgage loans.





While commercial real estate, commercial business and consumer loans are generally more interest rate sensitive and carry higher yields than do residential mortgage loans, they generally carry a higher degree of credit risk than residential mortgage loans.





Commercial real estate lending entails significant additional risks as compared with single-family residential property lending.  Commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers.  The payment experience on such loans typically is dependent on the successful operation of the real estate project, retail establishment or business.  These risks can be significantly affected by supply and demand conditions in the market for office, retail and residential space, and, as such, may be subject to a greater extent to adverse conditions in the economy generally.  To minimize these risks, the Bank generally limits itself to its market area or to borrowers with which it has prior experience or who are otherwise
known to the Bank.  It has been the Bank’s policy to obtain annual financial statements of the business of the borrower or the project for which commercial real estate loans are made.  In addition, in the case of commercial mortgage loans made to a partnership or a corporation, the Bank seeks, whenever possible, to obtain personal guarantees and annual financial statements of the principals of the partnership or corporation.





Commercial business loans are often larger and may involve greater risk than other types of lending.  Because payments on such loans are often dependent on successful operation of the business involved, repayment of such loans may be subject to a greater extent to adverse conditions in the economy.  The Bank will seek to minimize these risks through its underwriting guidelines, which may require certain safeguards, such as the loan be supported by adequate cash flow of the borrower, profitability of the business, collateral and personal guarantees of the individual in the business.  In addition, the Bank generally limits this type of lending to its market area and to borrowers with whom it has prior experience or who are otherwise well known to the Bank.





Consumer loans entail greater risk than do residential mortgage loans, particularly in the case of loans which are unsecured or secured by rapidly depreciable assets.  Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation.  The remaining deficiency often does not warrant further substantial collection efforts against the borrower.  In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and this is more likely to be adversely affected by events such as job loss, divorce, illness or personal bankruptcy.  See “Business of the Bank – Lending Activities –
Consumer and Other Lending.”





Weakness continues in the markets for residential or commercial real estate, including the secondary residential mortgage loan markets, could reduce the Company’s net income and profitability.





Since 2007, the United States has experienced a continued softening in the residential housing markets, increasing delinquency and default rates. This has resulted in continued volatile and constrained secondary credit markets, which has resulted in a tightening of mortgage guidelines with our investors and mortgage guaranty insurance companies. The results have affected the mortgage industry in general by reducing mortgage credit for home buyers who otherwise may have qualified for a home loan prior to 2007. The Company’s financial results may be adversely affected by changes in real estate values and tightening of credit guidelines in areas in which it operates. Decreases in real estate values in these areas could adversely affect the value of property used as collateral for loans and investments. If
poor economic conditions result in decreased demand for real estate loans, then the Company’s net income and profits may decrease.





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The declines in home prices in many markets across the United States, along with the reduced availability of mortgage credit, also may result in increases in delinquencies and losses in the Bank’s portfolio of loans related to residential real estate construction and development. Further declines in home prices coupled with an economic recession and associated rises in unemployment levels could drive losses beyond that which are provided for in the allowance for loan losses. In that event, the Company’s earnings could be adversely affected.





Additionally, continued weakness in the secondary market for residential lending could have an adverse impact upon the Company’s profitability. Significant ongoing disruptions in the secondary market for residential mortgage loans have limited the market for and liquidity of most mortgage loans other than conforming Fannie Mae, Freddie Mac and Ginnie Mae loans. The effects of ongoing mortgage market challenges, combined with the ongoing correction in residential real estate market prices and reduced levels of home sales, could result in further price reductions in single family home values, adversely affecting the value of collateral securing mortgage loans held, mortgage loan originations and gains on sale of mortgage loans. Continued declines in real estate values and home sales volumes, and financial
stress on borrowers as a result of job losses, or other factors, could have further adverse effects on borrowers that result in higher delinquencies and greater charge-offs in future periods, which would adversely affect the Company’s financial condition or results of operations.





Liquidity is essential to the Bank’s business and it relies, in part, on external funding sources to finance a portion of its operations.





Liquidity is essential to the Bank’s business and could be negatively affected by the inability to access secured lending markets or raise funding in the long-term or short-term capital markets. Factors that cannot be controlled, such as disruption of the financial markets or negative views about the financial services industry generally, could impair the ability to raise funding. In addition, the ability to raise funding could be impaired if the FHLB develops a negative perception of the Bank’s long-term or short-term financial prospects. Such negative perceptions could be developed due to a decline in the level of business activity, actions regulatory authorities might take, or the discovery of employee misconduct or illegal activity, among other things. If the Bank were unable to raise funds using
the methods described above, it would likely need to liquidate unencumbered assets, such as the investment and loan portfolios, to meet maturing liabilities. The Bank may be unable to sell some of its assets, or may have to sell assets at a discount from market value, either of which could adversely affect its operations.





The capital and credit markets have experienced unprecedented levels of volatility.





During 2009 and 2010, the capital and credit markets experienced extended volatility and disruption. In some cases, the markets produced downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying financial strength. If these levels of market disruption and volatility continue, worsen or abate and then arise at a later date, there can be no assurance that the Company will not experience an adverse effect on its ability to access capital, its business, its financial condition, and its results of operations.





In response to financial conditions affecting the banking system and financial markets and the potential threats to the solvency of investment banks and other financial institutions, the United States government has taken unprecedented actions. These actions include the government-assisted acquisition of certain investment brokerage firms; the federal conservatorship of Fannie Mae and Freddie Mac; and the historic Troubled Asset Relief Program (“TARP”) authorizing the U.S. Treasury to invest in financial institutions and purchase mortgage loans and mortgage-backed and other securities from financial institutions for the purpose of stabilizing the financial markets or particular financial institutions. There can be no assurance as to when or if the
government will further intervene in the financial sector and what impact government actions will have on the financial markets. Governmental intervention (or the lack thereof) could materially and adversely affect the Company’s business, financial condition and results of operations.  After careful review and consideration, the Company determined not to participate in the TARP program.





The Company’s financial condition and results of operations are dependent on the economy in the Bank’s market area.





The Bank’s market area consists of eastern, northeastern, southeastern and central North Carolina, where the Bank’s offices are located.  As of December 31, 2010, management estimates that more than 95% of deposits and 90% of loans came from its primary market area.  Because of the Bank’s concentration of business activities in its primary market area, the Company’s financial condition and results of operations depend upon economic conditions in its market area.  The current economic environment has adversely affected real estate values, the volume of home sales, unemployment and other related economic conditions in the markets served by the Company and the Bank.





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The Company and the Bank operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.





The Bank is subject to extensive regulation, supervision and examination by the Commissioner and the FDIC, as its primary federal regulator.  The Company also is subject to regulation and supervision by the Board of Governors of the Federal Reserve System and by the Commissioner.  Such regulation and supervision govern the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of the Company’s common stock.  Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on operations, the classification of the Bank’s assets and determination of
the level of allowance for loan losses.  Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on operations.





The Dodd-Frank Act may adversely impact the Company’s results of operations, financial condition, or liquidity.





On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) into law. The Dodd-Frank Act represents a comprehensive overhaul of the financial services industry in the United States. The Dodd-Frank Act includes, among other things:





·
the creation of a Financial Stability Oversight Council to identify emerging systemic risks posed by financial firms, activities and practices, and to improve cooperation between federal agencies;


·
the creation of a Bureau of Consumer Financial Protection authorized to promulgate and enforce consumer protection regulations relating to financial products, which would affect both banks and non-bank financial companies;


·
the establishment of strengthened capital and prudential standards for banks and bank holding companies;


·
enhanced regulation of financial markets, including derivatives and securitization markets;


·
the elimination of certain trading activities by banks;


·
a permanent increase of the previously implemented temporary increase of FDIC deposit insurance to $250,000 per account, an extension of unlimited deposit insurance on qualifying noninterest-bearing transaction accounts, and an increase in the minimum deposit insurance fund reserve requirement from 1.15% to 1.35%, with assessments to be based on assets as opposed to deposits;


·
amendments to the Truth in Lending Act aimed at improving consumer protections with respect to mortgage originations, including originator compensation, minimum repayment standards, and prepayment considerations; and


·
new disclosure and other requirements relating to executive compensation and corporate governance





Although the Dodd-Frank Act has been signed into law, a number of provisions remain to be implemented through the rulemaking process at various regulatory agencies. We are unable to predict the extent to which the Dodd-Frank Act or the forthcoming rules and regulations will impact the business of the Company and the Bank. However, we believe that certain aspects of the new legislation, including, without limitation, the additional cost of higher deposit insurance coverage and the costs of compliance with disclosure and reporting requirements and examinations could have an impact on our business, financial condition, and results of operations. Additionally, we cannot predict whether there will be additional proposed laws or reforms that would affect the U.S. financial system or financial institutions, whether or
when such changes may be adopted, how such changes may be interpreted and enforced, or how such changes may affect us.





The Bank relies heavily on the services of key personnel.





The Bank is a customer-focused and relationship-driven organization.  The Bank expects its future growth to be driven in large part by the relationships maintained with its customers by the executive and other key officers.  The unexpected loss of services of any executive and other key officers could have an adverse effect on operations and possibly result in reduced revenues and earnings.





38





The Company’s common stock is not FDIC insured.





The Company’s common stock is not a savings or deposit account or other obligation of the Bank and is not insured by the FDIC, the Deposit Insurance Fund or any other governmental agency and is subject to investment risk, including the possible loss of principal.





Provisions in the Company’s Certificate of Incorporation and Bylaws and statutory provisions could discourage a hostile acquisition of control.





The Company’s Certificate of Incorporation and Bylaws contain certain provisions that could discourage non-negotiated takeover attempts that certain stockholders might deem to be in their interests or through which stockholders might otherwise receive a premium for their shares over the then current market price and that may tend to perpetuate existing management.  These provisions include:  the classification of the terms of the members of the Board of Directors; supermajority provisions for the approval of certain business combinations; elimination of  cumulative voting by stockholders in the election of directors; certain provisions relating to meetings of stockholders; restrictions on the acquisition of the Company’s equity securities; and provisions allowing the
Board of Directors to consider non-monetary factors in evaluating a business combination or a tender or exchange offer.  The provisions in the Company’s Certificate of Incorporation requiring a supermajority vote for the approval of certain business combinations and containing restrictions on acquisitions of the Company’s equity securities provide that the supermajority voting requirements or acquisition restrictions do not apply to business combinations or acquisitions meeting specified Board of Directors approval requirements.  The Certificate of Incorporation also authorizes the issuance of 1,000,000 shares of preferred stock as well as additional shares of Common Stock up to a total of 25,000,000 outstanding shares.  These shares could be issued without stockholder approval on terms or in circumstances that could deter a future takeover attempt.





In addition, Virginia law provides for certain restrictions on acquisition of the Company, and federal and North Carolina laws contain various restrictions on acquisitions of control of banks and their holding companies.





The Certificate of Incorporation, Bylaws and statutory provisions, as well as certain other provisions of state and federal law and certain provisions in the Company’s and the Bank’s employee benefit plans, employment agreements and change in control severance agreements, may have the effect of discouraging or preventing a future takeover attempt in which stockholders of the Company otherwise might receive a substantial premium for their shares over then current market prices.





Item 1B. Unresolved Staff Comments.  The Company has received no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of its 2010 fiscal year and that remain unresolved.





Item 2. Properties





The following table has the location and information regarding the Bank’s offices at December 31, 2010.





Year

Opened

Owned or

Leased


Book Value at

December 31,

2010


Approximate

Square

Footage(Dollars in thousands)Main Office:

1311 Carolina Avenue

Washington, NC

1986

Owned


$
486



10,200Branch Offices:

300 North Market Street

Washington, NC

1959

Owned



105



4,6801328 John Small Avenue

Washington, NC

2001

Leased



5



1,9162999 US Highway 17 South

Chocowinity, NC

1999

*



193



2,530





39





Year

Opened

Owned or

Leased


Book Value at

December 31,

2010


Approximate

Square

Footage301 E. Arlington Blvd

Greenville, NC

1993

Owned



270



2,600907 E. Firetower Road

Greenville, NC

2005

Owned



671



2,2451707 SE. Greenville Blvd

Greenville, NC

2007

Owned



991



2,245604 E. Ehringhaus Street

Elizabeth City, NC

1980

Owned



106



2,5002236 S. Croatan Hwy, Suite 6

Nags Head, NC

2002

Leased



65



1,60047560 NC Hwy 12

Buxton, NC

2005

*



412



2,0292430 Heritage Street

Kinston, NC

2001

Leased



17



2,1451725 Glenburnie Road

New Bern, NC

1990

Owned



264



2,600202 Craven Street

New Bern, NC

1995

Leased



3



2,50011560 NC Hwy 55, Suite 11

Grantsboro, NC

2007

Leased



96



1,600241 Green Street

Fayetteville, NC

1999

Owned



702



9,550705 Executive Place

Fayetteville, NC

1999

Leased



12



2,200600 N. Chestnut Street

Lumberton, NC

1999

Owned



333



6,0003000 N. Elm Street

Lumberton, NC

2001

Leased



234



2,1283103 N. Main Street

Hope Mills, NC

2004

Owned



466



2,072904-A West Broad Street

Dunn, NC

2007

Leased



16



1,477100 E. Hope Lodge Street

Tarboro, NC

2000

Leased



12



1,350300 Sunset Avenue

Rocky Mount, NC

1994

Owned



235



4,9482901 Sunset Avenue

Rocky Mount, NC

2000

Owned



924



5,6351378 Benvenue Road

Rocky Mount, NC

2000

*



212



5,3763635 N. Halifax Road

Rocky Mount, NC

2000

Leased



14



396





40





Year

Opened

Owned or

Leased

Book Value at

December 31,

2010


Approximate

Square

Footage4800 Six Forks Road, Suite 115

Raleigh, NC

2004

Leased


18



4,5014215-01 University Drive

Durham, NC

2004

Leased


134



2,0002601 Irongate Drive, Suite 102

Wilmington, NC

2007

Leased


24



2,481Loan Production Office:

3210 N. Croatan Hwy

Kill Devil Hills, NC

2009

Leased


1



1,500Credit Administration:

Creekside 2

220 Creekside Drive

Washington, NC

2006

Owned


773



10,000Operations Center:

Creekside 1

220 Creekside Drive

Washington, NC

2001

Owned


1,317



10,000First South Leasing, LLC:

1035 Director Court, Suite C

Greenville, NC

2001

Leased


52



1,146Total book value





$
9,163







*
Lease land, own building.





The book value of the Bank’s premises and equipment was $9.2 million at December 31, 2010.  See Notes 1 and 5  to Consolidated Financial Statements in the 2010 Annual Report filed as Exhibit 13 hereto.





Item 3. Legal Proceedings





From time to time, the Company and/or the Bank are party to various legal proceedings incident to their business.  At December 31, 2010, there were no legal proceedings to which either the Company or the Bank was a party, or to which any of their property was subject, which were expected by management to result in a material loss to the Company or the Bank.  There are no pending regulatory proceedings to which the Company or the Bank is a party or to which either of their properties is subject which are currently expected to result in a material loss.





Item 4.  Reserved





41





PART II





Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





(a)           The information contained in the sections captioned “Stockholder Information — Stock Listing Information” and “— Stock Price Information” in the Company’s Annual Report to Stockholders for the Fiscal Year Ended December 31, 2010 (the “Annual Report”) filed as Exhibit 13 hereto is incorporated herein by reference.


(b) Not applicable.


(c)           The following table sets forth information regarding the Company's repurchases of its common stock during the fourth quarter of the fiscal year covered by this Annual Report.





Period

(a)





Total

Number of

Shares

Purchased(1)


(b)







Average

Price Paid

per Share


(c)



Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

Programs


(d)

Maximum

Number of Shares that

May Yet Be Purchased

Under

the Plans or

Programs (1)October 2010

Beginning date: October 1

Ending date:  October 31


-0-


$
0.00



-0-



487,115November 2010

Beginning date: November 1

Ending date:  November 30


-0-



0.00



-0-



487,115December  2010

Beginning date: December 1

Ending date:  December 31


-0-



0.00



-0-



487,115





(1) Shares may be purchased under a repurchase program announced on January 19, 2010.  The Company announced that it may purchase up to 487,115 shares of its Common Stock; however, none of these were purchased.  The program expired on January 18, 2011 and it was not renewed.





Item 6.Selected Financial Data





The information contained in the table captioned “Selected Consolidated Financial Information and Other Data” on page 3 in the Annual Report filed as Exhibit 13 hereto is incorporated herein by reference.





Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation





The information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the Annual Report filed as Exhibit 13 hereto is incorporated herein by reference.





Item 7A.Quantitative and Qualitative Disclosures About Market Risk





The information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Market Risk” in the Annual Report filed as Exhibit 13 hereto is incorporated herein by reference.





Item 8.Financial Statements and Supplementary Data





The Report of Independent Registered Public Accounting Firm, Consolidated Financial Statements, Notes to Consolidated Financial Statements and Selected Financial Data contained in the Annual Report filed as Exhibit 13 hereto, which are listed under Item 15 herein, are incorporated herein by reference.




42





Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure





The information contained under the section captioned “Relationship with Independent Registered Public Accounting Firm” in the Company’s definitive proxy statement for the Company’s 2011 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference.





Item 9A.  Controls and Procedures





As of the end of the period covered by this report, management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. It should be
noted that the design of the Company’s disclosure controls and procedures is based in part upon certain reasonable assumptions about the likelihood of future events, and there can be no reasonable assurance that any design of disclosure controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote, but the Company’s principal executive and financial officers have concluded that the Company’s disclosure controls and procedures are, in fact, effective at a reasonable assurance level.





The annual report of management on the effectiveness of internal control over financial reporting and the attestation report thereon issued by the Company’s independent registered public accounting firm are set forth below under “Management’s Report on Internal Control Over Financial Reporting” and “Attestation Report of Independent Registered Public Accounting Firm”.





Management’s Annual Report on Internal Control Over Financial Reporting





[Letterhead of First South Bancorp, Inc.]





Management of First South Bancorp, Inc. and subsidiary (the “Company”) is responsible for the preparation, integrity, and fair presentation of its published financial statements as of December 31, 2010, and for the year then ended. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and, as such, include some amounts that are based on judgments and estimates of management.





Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in INTERNAL CONTROL - INTEGRATED FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on this evaluation under the framework in INTERNAL CONTROL - INTEGRATED FRAMEWORK issued by COSO, management of the Company has concluded the Company maintained effective internal control over financial reporting as of December 31, 2010.





Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.





43





Management is also responsible for compliance with laws and regulations relating to safety and soundness which are designated by the Federal Deposit Insurance Corporation and the appropriate federal banking agency. Management assessed its compliance with these designated laws and regulations relating to safety and soundness and believes that the Company complied with such laws during the year ended December 31, 2010.





Turlington and Company, L.L.P., an independent registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2010, and has issued an attestation report on the Company’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, which is included herein.





First South Bancorp, Inc.


March 8, 2011





/s/ Thomas A. Vann

/s/ William L. WallThomas A. Vann
William L. WallPresident and Chief Executive Officer
Executive Vice President andChief Financial Officer





Attestation Report of Independent Registered Public Accounting Firm





[Letterhead of Turlington and Company, L.L.P.]





To the Board of Directors and Stockholders


First South Bancorp, Inc.


Washington, North Carolina





We have audited First South Bancorp, Inc. and Subsidiary’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  First South Bancorp, Inc. and Subsidiary’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the company’s internal control over financial reporting
based on our audit.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable
basis for our opinion.





A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.  Because management's assessment and our audits were conducted to also meet the requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management's assessment and our audit of the Company's internal control over financial reporting included controls over the preparation of financial statements in accordance with the Federal Financial Institution's Examination Council instructions for Consolidated Reports of Condition and Income ("call report
instructions").  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.





44





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





In our opinion, First South Bancorp, Inc. and Subsidiary maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).




We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial condition and the related consolidated statements of operations, changes in stockholders' equity, and cash flows of First South Bancorp, Inc. and Subsidiary, and our report dated March 8, 2011, expressed an unqualified opinion.





We do not express an opinion or any other form of assurance on management's statement referring to compliance with designated laws and regulations related to safety and soundness.





/s/ Turlington and Company, L.L.P.





Lexington, North Carolina


March 8, 2011




Changes in Internal Control Over Financial Reporting





There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required under paragraph (d) of Securities and Exchange Commission Rule 13a-15 that occurred during the Company’s last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.





Item 9B.  Other Information.None.





PART III





Item 10.Directors, Executive Officers and Corporate Governance





The information contained under the sections captioned “Proposal I — Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference.





The Company has adopted a Code of Ethics that applies to the Company’s principal executive officer, principal financial officer and principal accounting officer.  The Company has posted such Code of Ethics on its Internet website and intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, the Code of Ethics by posting such information on its Internet website.  The Company’s Internet website may be accessed as follows: http://www.firstsouthnc.com.





Item 11.Executive Compensation





The information contained under the sections captioned “Proposal I — Election of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Director Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement is incorporated herein by reference.





45





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





(a)
Security Ownership of Certain Beneficial Owners.Information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Security Ownership” in the Proxy Statement.





(b)
Security Ownership of Management.Information required by this item is incorporated herein by reference to the sections captioned “Voting Securities and Security Ownership” and “Proposal I — Election of Directors” in the Proxy Statement.





(c)
Changes in Control.  Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.





(d)
Equity Compensation Plans.The following table sets forth certain information with respect to the Company’s equity compensation plans as of December 31, 2010.





Plan category:

(a)





Number of securities to

be issued upon exercise of

outstanding options,

warrants and rights


(b)



Weighted-average

exercise

price of outstanding

options, warrants

and rights


(c)

Number of securities

remaining

available for future issuance

under equity compensation

plans (excluding securities

reflected in column (a))Equity compensation plans approved by security holders


181,441


$
15.60



889,500Equity compensation plans not approved by security holders


—



—



—Total


181,441


$
15.60



889,500





Item 13.Certain Relationships and Related Transactions, and Director Independence





The information required by this item is incorporated herein by reference to the section captioned “Proposal I — Election of Directors — Transactions with Management” in the Proxy Statement.





Item 14.  Principal Accountant Fees and Services





Information required by this item is incorporated herein by reference to the section captioned “Audit and Other Fees Paid to Independent Registered Public Accounting Firm” in the Proxy Statement.





PART IV





Item 15.Exhibits and Financial Statement Schedules





(a)  List of Documents Filed as Part of this Report





(1)Financial Statements.  The following consolidated financial statements are incorporated by reference from Item 8 hereof:





Report of Independent Registered Public Accounting Firm


Consolidated Statements of Financial Condition as of December 31, 2010 and 2009


Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008


Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2010, 2009 and 2008


Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008


Notes to Consolidated Financial Statements as of and for the Years Ended December 31, 2010, 2009, and 2008





46





(2)Financial Statement Schedules.  All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto.





(3)Exhibits.  The following is a list of exhibits filed as part of this Annual Report on Form 10-K and is also the Exhibit Index.





No.

Description3.1

Certificate of Incorporation of First South Bancorp, Inc. (Incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-16335))3.2

Bylaws of First South Bancorp, Inc., as amended September 27, 2007 (Incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 0-22219))4.1

Form of Common Stock Certificate of First South Bancorp, Inc. (Incorporated herein by reference from Exhibit 1 to the Company’s Registration Statement on Form 8-A)4.2

Junior Subordinated Indenture between First South Bancorp, Inc. and The Bank of New York dated September 26, 2003 (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2003 (File No. 0-22219))10.1(a)

Employment Agreement between First South Bancorp, Inc. and Thomas A. Vann, as amended (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2003 (File No. 0-22219))*10.1(b)

Employment Agreement between First South Bank and Thomas A. Vann, as amended (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2003 (File No. 0-22219))*10.1(c)

Amendment dated December 18, 2008 to the amended and restated First South Bank and First South Bancorp, Inc. Employment Agreement with Thomas A. Vann (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.2

Change in Control Protective Agreements between Home Savings Bank, SSB, First South Bancorp, Inc. and Mary R. Boyd, Sherry L. Correll and Kristie W. Hawkins (Incorporated herein by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-16335))*10.2(a)

Amendments dated December 18, 2008 to the Change in Control Protective Agreements between First South Bank and First South Bancorp, Inc. and Mary R. Boyd, Sherry L. Correll and Kristie W. Hawkins (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.3

Supplemental Income Agreements as Amended and Restated December 14, 1995 between Home Savings Bank, SSB and Sherry L. Correll and Thomas A. Vann and the 1996 Amendment Thereto (Incorporated herein by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-16335))*10.3(a)

Amendments dated December 26, 2008 to the Supplemental Income Agreements, as amended and restated, between First South Bank and Sherry L. Correll and Thomas A. Vann (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.4

Supplemental Income Plan Agreements as Amended and Restated December 14, 1995 between Home Savings Bank, SSB and Thomas A. Vann and William L. Wall and the 1996 Amendment Thereto (Incorporated herein by reference from Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-16335))*10.4(a)

Amendments dated December 26, 2008 to the Supplemental Income Plan Agreements, as amended and restated, between First South Bank and Thomas A. Vann and William L. Wall (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.5

Home Savings Bank, SSB Director’s Deferred Compensation Plan Agreements as Amended and Restated December 14, 1995 with Linley H. Gibbs, Jr., Frederick N. Holscher, Frederick H. Howdy, Charles E. Parker, Jr., Marshall T. Singleton and Thomas A. Vann and the 1996 Amendment Thereto (Incorporated herein by reference from Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-16335))*10.5(a)

Amendments dated December 26, 2008 to the Director’s Deferred Compensation Plan Agreements, as amended and restated, between Frederick N. Holscher and Thomas A. Vann (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*





47





10.6

First South Bank Director’s Retirement Plan Agreements as Amended and Restated December 14, 1995 with Linley H. Gibbs, Jr., Frederick N. Holscher, Frederick H. Howdy, Charles E. Parker, Jr. and Thomas A. Vann, the 1996 Amendment thereto and the 2004 Amendment thereto (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2003 (File No. 0-22219))*10.6(a)

Amendments dated December 26, 2008 to the Director’s Retirement Plan Agreements, as amended and restated, between First South Bank and Frederick N. Holscher and Thomas A. Vann (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.7

Home Savings Bank, SSB Director’s Retirement Payment Agreements as Amended and Restated December 14, 1995 with Linley H. Gibbs, Jr., Frederick N. Holscher, Frederick H. Howdy, Charles E. Parker, Jr., and Thomas A. Vann and the 1996 Amendment Thereto (Incorporated herein by reference from Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-16335))*10.7(a)

Amendments dated December 26, 2008 to the Director’s Retirement Payment Agreements, as amended and restated, between First South Bank and Frederick N. Holscher and Thomas A. Vann. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.8

Home Savings Bank, SSB Directors Retirement Plan Agreement with Marshall Singleton and the 2004 Amendment thereto (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2003 (File No. 0-22219))*10.8(a)

Amendment dated December 26, 2008 the Director’s Retirement Plan Agreement, as amended and restated, between First South Bank and Marshall T. Singleton (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.9

First South Bancorp, Inc. 1997 Stock Option Plan, as amended (Incorporated herein by reference from Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the Year Ended September 30, 1999 (File No. 0-22219))*10.10

First South Bancorp, Inc. 2008 Equity Incentive Plan (Incorporated herein by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on June 2, 2008 (File No. 0-22219))*10.11

Change-in-Control Protective Agreement between First South Bank, First South Bancorp, Inc. and J. Randall Woodson dated October 3, 2008 (Incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2008 (File No. 0-22219))*10.12

Change in Control Protective Agreement between First South Bank, First South Bancorp, Inc. and William L. Wall, as amended and restated April 24, 2008 (Incorporated herein by reference from Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2008 (File No. 0-22219))*10.12 (a)

Amendment dated December 18, 2008 to the Change in Control Protective Agreement, as amended and restated, between First South Bank and First South Bancorp, Inc. and William L. Wall (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.13

Trust Preferred Securities Guarantee Agreement between First South Bancorp, Inc., and The Bank of New York dated September 26, 2003 (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2003 (File No. 0-22219))10.14

Supplemental Income Plan Agreement dated September 5, 2002 between First South Bank and Kristie W. Hawkins (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.14(a)

Amendment dated December 26, 2008 to the Supplemental Income Plan Agreement between First South Bank and Kristie W. Hawkins (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.15

Change in Control Protective Agreement dated July 8, 2002 between First South Bank and First South Bancorp, Inc. and Paul S. Jaber (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*10.15(a)

Amendment dated December 18, 2008 to the Change in Control Protective Agreement between First South Bank and First South Bancorp, Inc. and Paul S. Jaber (Incorporated herein by reference from the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2008 (File No. 0-22219))*





48





13

Annual Report to Stockholders for the Fiscal Year Ended December 31, 201021

Subsidiaries of the Registrant23

Consent of Turlington and Company, L.L.P.31.1

Rule 13a-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a) Certification of Chief Financial Officer32

Certification pursuant to 18 U.S.C. Section 1350





*
Management contract or compensatory plan or arrangement.





(b)  Exhibits.  The exhibits required by Item 601 of Regulation S-K are either filed as part of this Annual Report on Form 10-K or incorporated by reference herein.





(c)  Financial Statements and Schedules Excluded from Annual Report.  There are no other financial statements and financial statement schedules which were excluded from the Annual Report to Stockholders pursuant to Rule 14a-3(b) which are required to be included herein.




49





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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 SOUTH BANCORP, INC.March 8 , 2011By:
/s/ Thomas A. VannThomas A. VannPresident





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





/s/ Thomas A. Vann

March 8, 2011Thomas A. VannPresident and Director(Principal Executive Officer)/s/ William L. Wall

March 8, 2011William L. WallExecutive Vice President, Chief FinancialOfficer and Secretary(Principal Financial and Accounting Officer)/s/ Linley H. Gibbs, Jr.

March 8, 2011Linley H. Gibbs, Jr.Director/s/ Frederick N. Holscher

March 8, 2011Frederick N. HolscherDirector/s/ Frederick H. Howdy

March 8, 2011Frederick H. HowdyDirector/s/ Charles E. Parker, Jr.

March 8, 2011Charles E. Parker, Jr.Director/s/ Marshall T. Singleton

March 8, 2011Marshall T. SingletonDirector