UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

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

For the Quarterly Period Ended June 30, 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 Number:            000-53249

AB&T FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

North Carolina
26-2588442
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)

292 W. Main Avenue
Gastonia, North Carolina 28052
(Address of principal executive offices and zip code)

(704) 867-5828
                              (Registrant's telephone number, including area code)

NA
(Former name, former address and former fiscal year, if changed since last report)
________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,”  “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act .
Large accelerated filer___           Accelerated filer_ ___
Non-accelerated filer___ (Do not check if a smaller reporting company)            Smaller reporting company   X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
YES      NO    X

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

2,668,205 shares of common stock, $1.00 par value, as of August 16, 2010


 
 

 
AB&T FINANCIAL CORPORATION


INDEX

PART I – FINANCIAL INFORMATION
Page No.
   
Item 1.  Financial Statements (Unaudited)
 
   
Consolidated Balance Sheets – June 30, 2010 and December 31, 2009
3
   
Consolidated Statements of Operations – Six months ended June 30, 2010 and 2009
and three months ended June 30, 2010 and 2009
 
4
   
Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income (Loss) -
 
Six months ended June 30, 2010 and 2009
5
   
Consolidated Statements of Cash Flows – Six months ended June 30, 2010 and 2009
6
   
Notes to Consolidated Financial Statements
7-14
   
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
14-20
   
Item 4T.   Controls and Procedures
20
   
PART II – OTHER INFORMATION
 
   
Item 6.              Exhibits
21









 
 

 
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
AB&T FINANCIAL CORPORATION
Consolidated Balance Sheets
   
June 30,
2010
   
December 31,
2009
 
   
(Unaudited)
   
(Audited)
 
Assets
           
Cash and cash equivalents
           
Cash and due from banks
  $ 6,009,992     $ 4,701,944  
Federal funds sold
    5,439,535       16,729,661  
Time deposits with other banks
    1,048,679       1,296,527  
Total cash and cash equivalents
    12,498,206       22,728,132  
Securities available for sale at fair value
    10,859,804       5,031,414  
Nonmarketable equity securities
    1,413,180       1,413,180  
Total investments
    12,272,984       6,444,594  
Loans receivable
    134,699,893       139,974,913  
Less allowance for loan losses
    (2,540,263 )     (2,408,990 )
Loans, net
    132,159,630       137,565,923  
Premises, furniture and equipment, net
    3,909,235       3,952,877  
Accrued interest receivable
    635,935       566,318  
Deferred tax asset
    1,984,943       1,937,482  
Other real estate owned
    3,475,932       2,050,272  
Other assets
    5,560,051       1,485,400  
Total assets
  $ 172,496,916     $ 176,730,998  
Liabilities
               
Deposits
               
Noninterest-bearing transaction accounts
  $ 7,009,315     $ 5,626,494  
Interest-bearing transaction accounts
    5,526,713       4,759,708  
Savings and money market
    26,716,027       24,279,357  
Time deposits $100,000 and over
    9,361,868       6,934,915  
Other time deposits
    90,559,000       102,069,318  
Total deposits
    139,172,923       143,669,792  
Borrowed funds
    67,137       -  
FHLB advances
    8,000,000       8,000,000  
Accrued interest payable
    64,140       55,169  
Other liabilities
    183,780       112,331  
Total liabilities
    147,487,980       151,837,292  
                 
Shareholders’ equity
               
Preferred stock, no par value, 1,000,000 shares authorized, issued
      and outstanding – 3,500 at June 30, 2010 and at December 31, 2009
    3,398,064       3,385,908  
Common stock, $1.00 par value; 11,000,000 shares authorized, issued
      and outstanding – 2,678,205 at June 30, 2010 and December 31, 2009
    2,678,205       2,678,205  
Treasury stock, at cost (10,000 shares at June 30, 2010 and  December 31, 2009)
    (55,600 )     (55,600 )
Warrants
    136,850       136,850  
Capital surplus
    21,783,221       21,734,686  
Retained deficit
    (2,947,216 )     (3,066,700 )
Accumulated other comprehensive income
    15,412       80,357  
Total shareholders’ equity
    25,008,936       24,893,706  
 
Total liabilities and shareholders’ equity
  $ 172,496,916     $ 176,730,998  
See notes to consolidated financial statements
 
3

 
AB&T FINANCIAL CORPORATION
Consolidated Statements of Operations
(Unaudited)

   
For the three months ended June 30,
   
For the six months ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Interest income:
                       
Loans, including fees
  $ 1,648,963     $ 1,715,005     $ 3,338,888     $ 3,359,479  
Investment securities, taxable
    126,513       67,969       189,815       129,931  
FHLB, interest and dividends
    877       -       1,808       -  
Federal funds sold
    4,534       841       15,475       4,504  
Time deposits with other banks
    4,468       18,361       8,151       37,528  
Total
    1,785,355       1,802,176       3,554,137       3,531,442  
                                 
Interest expense:
                               
Time deposits $100,000 and over
    364,073       252,913       406,044       449,673  
Other deposits
    86,797       402,530       533,431       988,793  
Other interest expense
    81,333       206,231       157,740       407,058  
Total
    532,203       861,674       1,097,215       1,845,524  
                                 
Net interest income
    1,253,152       940,502       2,456,922       1,685,918  
Provision for loan losses
    400,000       305,760       436,528       647,074  
                                 
Net interest income after provision
                               
for loan losses
    853,152       634,742       2,020,394       1,038,844  
                                 
Other operating income:
                               
Service charges on deposit accounts
    98,263       98,868       187,688       181,740  
Residential mortgage application fees
    -       -       -       12,405  
Rental income
    2,250       1,350       3,000       2,250  
Gain on sale of investment securities
    275,212       -       275,212       -  
Other service charges, commissions and fees
    12,508       18,347       22,957       31,350  
Total
    388,233       118,565       488,857       227,745  
                                 
Other operating expenses:
                               
Salaries and employee benefits
    585,184       523,930       1,142,602       1,119,872  
Occupancy expense
    43,928       52,713       90,467       100,064  
Furniture and equipment expense
    48,058       44,461       90,776       96,067  
Loss on sale of other real estate
    8,568       38,756       9,016       38,756  
Other operating expenses
    481,111       475,630       967,633       817,089  
Total
    1,166,849       1,135,490       2,300,494       2,171,848  
                                 
Income (loss) before income taxes
    74,536       (382,183 )     208,757       (905,259 )
Income tax expense (benefit)
    24,528       (146,588 )     76,510       (347,186 )
                                 
Net income (loss)
  $ 50,008     $ (235,595 )   $ 132,247     $ (558,073 )
                                 
Accretion of preferred stock to redemption value
    6,078       6,078       12,156       10,602  
Preferred stock dividends
    43,750       43,750       87,500       87,500  
Net income (loss) available to
                               
common shareholders
  $ 180     $ (285,423 )   $ 32,591     $ (656,175 )
                                 
Income (loss) per common share
                               
Basic income (loss) per common share
  $ 0.00     $ (0.11 )   $ 0.01     $ (0.25 )
Diluted income (loss) per common share
  $ 0.00     $ (0.11 )   $ 0.01     $ (0.25 )

See notes to consolidated financial statements
 
4

 
AB&T FINANCIAL CORPORATION
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income (Loss)
For the six months ended June 30, 2010 and 2009
(dollars in thousands except for share data)
(Unaudited)

 
   
Common Stock
   
 
 
 
Preferred Stock
                     
Accumu-
lated
Other
compre-
hensive
   
Retained
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Treasury Stock
   
Warrants
   
Capital
Surplus
   
Income
(loss)
   
Earnings
(Deficit)
   
Total
 
Balance,
 December 31, 2008
    2,678,205     $ 2,678       -     $ -     $ -     $ -     $ 21,607     $ 66     $ (157 )   $ 24,194  
 
Net loss
                                                                    (558 )     (558 )
                                                                                 
Other comprehensive  loss, net of tax
                                                            (19 )             (19 )
                                                                                 
Comprehensive  loss
                                                                            (577 )
 
Issuance of   preferred stock
                      3,500         3,363                                                 3,363  
                                                                                 
Issuance of common  stock warrants
                                            137                               137  
                                                                                 
Accretion of   preferred stock to
  redemption value
                              11                                       (11 )       -  
                                                                                 
Dividends, preferred
                                                    (54 )                     (54 )
                                                                                 
Purchase of Treasury
  stock (10,000 shares)
                                    (56 )                                     (56 )
 
Stock-based employee  compensation
                                                      133                         133  
                                                                                 
Balance
                                                                               
 June 30, 2009
    2,678,205     $ 2,678       3,500     $ 3,374     $ (56 )   $ 137     $ 21,686     $ 47     $ (726 )   $ 27,140  
                                                                                 
Balance,
 December 31, 2009
    2,678,205     $ 2,678       3,500     $ 3,386     $ (56 )   $ 137     $ 21,735     $ 80     $ (3,067 )   $ 24,893  
                                                                                 
Net income
                                                                    132       132  
                                                                                 
Other comprehensive loss, net of tax
                                                            (65 )             (65 )
                                                                                 
Comprehensive income
                                                                            67  
                                                                                 
Accretion of   preferred stock to
  redemption value
                              12                                       (12 )       -  
                                                                                 
Dividends, preferred
                                                    (87 )                     (87 )
                                                                                 
Stock-based employee compensation expense
                                                    136                       136  
                                                                                 
Balance
                                                                               
 June 30, 2010
    2,678,205     $ 2,678       3,500     $ 3,398     $ (56 )   $ 137     $ 21,784     $ 15     $ (2,947 )   $ 25,009  

See notes to consolidated financial statements
 
5

 
AB&T FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
For the six months ended June 30, 2010 and 2009
(Unaudited)
 
 
For the six months
ended June 30,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net income (loss)
  $ 132,247     $ (558,073 )
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities
               
Provision for loan losses
    436,528       647,074  
Loss on sale of other real estate
    9,016       38,756  
Gain on sale of investment securities
    (275,212 )     -  
Depreciation and amortization expense
    84,295       109,417  
Discount accretion and premium amortization
    (1,094 )     314,213  
Deferred income tax (benefit) expense
    44,738       (334,785 )
Increase in interest receivable
    (69,617 )     (36,954 )
Increase (decrease) in interest payable
    8,971       (5,391 )
Decrease in other assets
    241,500       65,253  
Increase in other liabilities
    106,420       146,781  
      Stock based compensation expense
    136,035       133,479  
Net cash provided by operating activities
    853,827       519,770  
                 
Cash flows from investing activities:
               
Purchase of securities available for sale
    (11,152,201 )     (1,045,600 )
Purchase of nonmarketable equity securities
    -       (41,900 )
Redemption (purchase) of certificates of deposit from other banks
    247,848       (23,293 )
Calls and maturities of securities available for sale
    1,091,244       -  
Net decrease (increase) in loans receivable
    3,214,248       (2,836,668 )
Proceeds from sale of other real estate
    320,841       409,043  
Purchases of premises, furniture, and equipment
    (40,653 )     (18,783 )
Net cash used in investing activities
    (6,318,673 )     (3,557,201 )
                 
Cash flows from financing activities:
               
Net increase (decrease) in demand deposits, interest-
     bearing transaction accounts and savings accounts
    4,586,496       (1,848,024 )
Net increase (decrease) in certificates of deposit and
other time deposits
    (9,083,365 )     6,932,771  
Net increase (decrease) in borrowed funds
    67,137       (1,046,757 )
Proceeds from issuance of preferred stock, net
    -       3,363,150  
Net decrease in advances from FHLB
    -       (3,000,000 )
Dividends paid
    (87,500 )     (54,444 )
Purchase of treasury stock
    -       (55,600 )
Proceeds from issuance of stock warrants
    -       136,850  
Net cash provided by (used in) financing activities
    (4,517,232 )     4,427,946  
                 
Net increase (decrease) in cash and cash equivalents
  $ (9,982,078 )   $ 1,390,515  
                 
Cash and cash equivalents, beginning of period
  $ 22,728,132     $ 17,168,629  
                 
Cash and cash equivalents, end of period
  $ 12,498,206     $ 18,559,144  
                 
Supplemental disclosure of cash flow information:
Transfer of loans to real estate acquired in settlement of loans
    1,755,517       528,751  
Interest paid
    1,088,244       1,850,915  
Taxes paid
  $ -     $ -  
See notes to consolidated financial statements
 
6

 
Notes to Consolidated Financial Statements
(Unaudited)

Note 1 – Organization

AB&T Financial Corporation (the “Company”), was incorporated under the laws of the State of North Carolina on June 25, 2007. On May 14, 2008, the Company became the sole owner of all the shares of the capital stock of Alliance Bank & Trust Company (the “Bank”). Alliance Bank & Trust Company is a state-chartered bank which was organized and incorporated under the laws of the State of North Carolina in September 2004. The Bank is not a member of the Federal Reserve System. The Bank commenced operations on September 8, 2004.

The Bank is headquartered in Gastonia, North Carolina and currently conducts business in two North Carolina counties through four full service branch offices. The principal business activity of the Bank is to provide commercial banking services to domestic markets, principally in Gaston and Cleveland counties. As a state-chartered bank, the Bank is subject to regulation by the North Carolina Office of the Commissioner of Banks and the Federal Deposit Insurance Corporation. The Company is also regulated, supervised and examined by the Federal Reserve. The consolidated financial statements include the accounts of the parent company and its wholly-owned subsidiary after elimination of all significant intercompany balances and transactions.

Note 2 – Basis of Presentation

The accompanying financial statements have been prepared in accordance with the requirements for interim financial statements and, accordingly, they are consolidated to omit disclosures, which would substantially duplicate those contained in the Company’s 2009 Annual Report on Form 10-K.  The financial statements as of June 30, 2010 and for the interim periods ended June 30, 2010 and 2009 are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation. The financial information as of December 31, 2009 has been derived from the audited financial statements as of that date.  For further information, refer to the financial statements and the notes included in the Company’s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2010.

The preparation of the consolidated financial statements are in conformity with accounting principles generally accepted in the United States of America (GAAP) which requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements.  In addition, they affect the reported amounts of income and expense during the reporting period.  Actual results could differ from these estimates and assumptions.

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
 
 
Note 3 – Recently Issued Accounting Pronouncements

Income Tax guidance was amended in April 2010 to reflect an SEC Staff Announcement after the President signed the Health Care and Education Reconciliation Act of 2010 on March 30, 2010, which amended the Patient Protection and Affordable Care Act signed on March 23, 2010.   According to the announcement, although the bills were signed on separate dates, regulatory bodies would not object if the two Acts were considered together for accounting purposes. This view is based on the SEC staff's understanding that the two Acts together represent the current health care reforms as passed by Congress and signed by the President.  The amendment had no impact on the financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
 
 
 
 
 
 
 
 
 
 
7

 
Notes to Consolidated Financial Statements
(Unaudited)

Note 4 – Comprehensive Income

Comprehensive income includes net income and other comprehensive income, which is defined as nonowner related transactions in equity.  The following table sets forth the amounts of other comprehensive income included in equity along with the related tax effect for the three and six month periods ended June 30, 2010 and 2009:

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Unrealized gains (losses) on securities available for sale
  $ 60,052     $ (72,098 )   $ 47,357     $ (31,903 )
Reclassification of (gains) losses recognized in net income
    (137,916 )     -       (128,000 )     -  
Income tax expense (benefit)
    14,611       28,082       15,690       12,426  
                                 
Other comprehensive income (loss)
  $ (63,253 )   $ (44,016 )   $ (64,953 )   $ (19,477 )

Note 5 – Income (loss) per common share

Basic income per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding.  Diluted income per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding and dilutive common share equivalents using the treasury stock method. No dilutive common share equivalents were included in the calculation due to exercise prices being below market price at June 30, 2010.
 
 
Three months ended June 30, 2010
 
   
Income
(Numerator)
   
Shares
(Denominator)
   
Per Share
Amount
 
Basic income per share
                 
Income available to common shareholders
  $ 180       2,668,205     $ 0.00  
Effect of dilutive securities
                       
Stock options
    -       -          
Dilutive income per share
                       
Income available to common shareholders
plus assumed conversions
  $ 180       2,668,205     $ 0.00  


 
Three months ended June 30, 2009
 
   
Income
(Numerator)
   
Shares
(Denominator)
   
Per Share
Amount
 
Basic loss per share
                 
Loss available to common shareholders
  $ (285,423 )     2,668,205     $ (0.11 )
Effect of dilutive securities
                       
Stock options
    -       -          
Dilutive loss per share
                       
Loss available to common shareholders
plus assumed conversions
  $ (285,423 )     2,668,205     $ (0.11 )

 
 
8

 
    Note 5 – Income (loss) per common share - continued                                                                                                                                                                                                                        
 
 
 
Six months ended June 30, 2010
 
   
Income
(Numerator)
   
Shares
(Denominator)
   
Per Share
Amount
 
Basic income per share
                 
Income available to common shareholders
  $ 32,591       2,668,205     $ 0.01  
Effect of dilutive securities
                       
Stock options
    -       -          
Dilutive income per share
                       
Income available to common shareholders
plus assumed conversions
  $ 32,591       2,668,205     $ 0.01  

                                                                                                                                                                                                                              
 
Six months ended June 30, 2009
 
   
Income
(Numerator)
   
Shares
(Denominator)
   
Per Share
Amount
 
Basic loss per share
                 
Loss available to common shareholders
  $ (656,175 )     2,668,205     $ (0.25 )
Effect of dilutive securities
                       
Stock options
    -       -          
Dilutive loss per share
                       
Loss available to common shareholders
plus assumed conversions
  $ (656,175 )     2,668,205     $ (0.25 )

 
Note 6 – Fair Value Measurements

Effective January 1, 2008, the Company adopted ASC Topic 820, Fair Value Measurements and Disclosures, which provides a framework for measuring and disclosing fair value under generally accepted accounting principles. ASC Topic 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans).

ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
 
 
 
 
 
 
 
 
 
9

 
Notes to Consolidated Financial Statements
(Unaudited)

Note 6 – Fair Value Measurements - continued
 

Level 1
Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasuries, other securities that are highly liquid and are actively traded in over-the-counter markets and money market funds.
 
Level 2
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments, mortgage-backed securities, municipal bond, corporate debt securities, and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes certain derivative contracts and impaired loans.
 
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. For example, this category generally includes certain private equity investments, retained residual interests in securitizations, residential mortgage servicing rights, and highly-structured or long-term derivative contracts.


 
Assets measured at fair value on a recurring basis are as follows as of June 30, 2010:

   
Quoted market price in active markets
(Level 1)
   
Significant other observable inputs
(Level 2)
   
Significant unobservable inputs
 (Level 3)
 
                   
Available for sale investments
  $ -     $ 10,859,804     $ -  
                         
Total
  $ -     $ 10,859,804     $ -  

 
Assets measured at fair value on a recurring basis are as follows as of December 31, 2009:

   
Quoted market price in active markets
(Level 1)
   
Significant other observable inputs
(Level 2)
   
Significant unobservable inputs
 (Level 3)
 
                   
Available for sale investments
  $ -     $ 5,031,414     $ -  
                         
Total
  $ -     $ 5,031,414     $ -  

 
The Company had no liabilities carried at fair value or measured at fair value on a recurring basis at June 30, 2010 or December 31, 2009.
 
 
10

 
Notes to Consolidated Financial Statements
(Unaudited)


Note 6 – Fair Value Measurements - continued

Assets measured at fair value on a non-recurring basis are as follows as of June 30, 2010:

   
Quoted market price in active markets
(Level 1)
   
Significant other observable inputs
(Level 2)
   
Significant unobservable inputs
 (Level 3)
 
                   
Impaired loans
  $ -     $ 10,448,932     $ -  
Real estate acquired through foreclosure
    -       3,475,932       -  
                         
Total
  $ -     $ 13,924,864     $ -  
                         
                         
Assets measured at fair value on a non-recurring basis are as follows as of December 31, 2009:

   
Quoted market price in active markets
(Level 1)
   
Significant other observable inputs
(Level 2)
   
Significant unobservable inputs
 (Level 3)
 
                   
Impaired loans
  $ -     $ 6,066,187     $ -  
Real estate acquired through foreclosure
            2,050,272          
                         
Total
  $ -     $ 8,116,459     $ -  

 
The Company had no liabilities carried at fair value or measured at fair value on a non-recurring basis at  June 30, 2010 or December 31, 2009.

The Company is predominantly an asset based lender with real estate serving as collateral on a substantial majority of loans. Loans which are deemed to be impaired are primarily valued on a nonrecurring basis at the fair values of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which the Company considers to be Level 2 inputs.

The Company has no assets or liabilities whose fair values are measured using Level 3 inputs.

The following table summarizes fair value estimates as of June 30, 2010 and December 31, 2009 for financial instruments, as defined by ASC Topic 825, excluding short-term financial assets and liabilities, for which carrying amounts approximate fair value, and financial instruments recorded at fair value on a recurring basis at June 30, 2010 and December 31, 2009.

In accordance with ASC Topic 825, the Company has not included assets and liabilities that are not financial instruments in its disclosure, such as the value of the long-term relationships with the Company’s deposit, net premises and equipment, net core deposit intangibles, deferred taxes and other assets and liabilities. Additionally, the amounts in the table have not been updated since the date indicated; therefore the valuations may have changed since that point in time. For these reasons, the total of the fair value calculations presented does not represent, and should not be construed to represent, the underlying value of the Company.

The following disclosures represent financial instruments in which the ending balance at June 30, 2010, and December 31, 2009 are not carried at fair value in its entirety on the Company’s Consolidated Balance Sheet.
 
 
 
11

 
Notes to Consolidated Financial Statements
(Unaudited)


Note 6 – Fair Value Measurements - continued

Short-term Financial Instruments - The carrying value of short-term financial instruments, including cash and cash equivalents, time deposits placed, federal funds purchased, repurchase agreements, and other short-term investments and borrowings, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market.

Loans - Fair values were generally determined by discounting both principal and interest cash flows expected to be collected using an observable discount rate for similar instruments with adjustments that the Company believes a market participant would consider in determining fair value. The Company estimates the cash flows expected to be collected using internal credit risk, interest rate and prepayment risk models that incorporate the Company’s best estimate of current key assumptions, such as default rates, loss severity and prepayment speeds for the life of the loan.


Deposits -   The fair value for certain deposits with stated maturities was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities. The carrying value of time deposits approximates fair value. For deposits with no stated maturities, the carrying amount was considered to approximate fair value and does not take into account the significant value of the cost advantage and stability of the Company’s long-term relationships with depositors.

Long-Term Debt - The Company uses quoted market prices for its long-term debt when available. When quoted market prices are not available, fair value is estimated based on current market interest rates and credit spreads for debt with similar maturities.

The carrying and fair values of certain financial instruments at June 30, 2010 and December 31, 2009 were as follows:
 
 

   
June 30, 2010
   
December 31, 2009
 
   
Carrying
   
Estimated
   
Carrying
   
Estimated
 
   
Amount
   
Fair Value
   
Amount
   
Fair Value
 
                         
Financial Assets:
                       
Loans receivable, net
  $ 134,700,000     $ 132,976,000     $ 139,975,000     $ 135,119,093  
                                 
Financial Liabilities:
                               
Total deposits
  $ 139,173,000     $ 135,032,000     $ 143,670,000     $ 140,169,999  
FHLB advances
  $ 8,000,000     $ 8,300,000     $ 8,000,000     $ 8,004,000  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12

 
Notes to Consolidated Financial Statements
(Unaudited)


Note 7 – Investment Securities

The amortized cost and estimated fair values of securities available for sale were:
         
Gross Unrealized
       
   
Amortized
Cost
   
Gains
   
Losses
   
Estimated
Fair Value
 
June 30, 2010
                       
Mortgage-backed securities
  $ 8,791,718     $ 27,053     $ 21,377     $ 8,797,394  
Municipals
    2,017,096       45,314       -       2,062,410  
 
Total
  $ 10,808,814     $ 72,367     $ 21,377     $ 10,859,804  
                                 
December 31, 2009
                               
Mortgage-backed securities
  $ 3,857,417     $ 155,987     $ 21,581     $ 3,991,823  
Agencies
    1,042,373       -       2,782       1,039,591  
 
Total
  $ 4,899,790     $ 155,987     $ 24,363     $ 5,031,414  

The following is a summary of maturities of securities available for sale as of June 30, 2010.  The amortized cost and estimated fair values are based on the contractual maturity dates.  Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty.

   
Securities
Available-for-Sale
 
   
Amortized
Cost
   
Estimated
Fair Value
 
Due in one year or less
  $ -     $ -  
Due after one year but within five years
    74,864       78,664  
Due after five years but within ten years
    6,244,641       6,249,593  
Due after ten years
    4,489,309       4,531,547  
    $ 10,808,814     $ 10,859,804  

The following table shows gross unrealized losses and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2010 and December 31, 2009.
 

 
   
Less than
twelve months
   
Twelve months
or more
   
Total
 
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
 
June 30, 2010
                                   
Mortgage-backed securities
  $ 2,547,391     $ 21,377     $ -     $ -     $ 2,547,391     $ 21,377  
Agencies
    -       -       -       -       -       -  
Municipals
    -       -       -       -       -       -  
                                                 
Total
  $ 2,547,391     $ 21,377     $ -     $ -     $ 2,547,391     $ 21,377  
                                                 

 
13

 
Notes to Consolidated Financial Statements
(Unaudited)


Note 7 – Investment Securities - continued


   
Less than
twelve months
   
Twelve months
or more
   
Total
 
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
 
December 31, 2009
                                   
Mortgage-backed securities
  $ 1,229,796     $ 21,581     $ -     $ -     $ 1,229,796     $ 21,581  
Agencies
    1,039,591       2,782       -       -       1,039,591       2,782  
                                                 
Total
  $ 2,269,387     $ 24,363     $ -     $ -     $ 2,269,387     $ 24,363  
                                                 

 
Note 8 – United States Department of the Treasury Capital Purchase Program

On January 23, 2009, the Company entered into a Letter Agreement, with the United States Department of the Treasury (the “Treasury”), pursuant to which the Company issued and sold to the Treasury (1) 3,500 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”) and (2) a warrant to purchase 80,153 shares of the Company’s common stock, $1.00 par value per share, for an aggregate purchase price of $3,500,000 in cash.  The Preferred Stock qualifies as Tier 1 capital and pays cumulative dividends at a rate of 5% per annum for the first five years, and 9% per annum thereafter.  The Company may redeem the Preferred Stock subject to consultation with the appropriate federal banking agency.  The Preferred Stock is generally nonvoting.  The warrant has a 10-year term and is immediately exercisable upon its issuance, with an initial per share exercise price of $6.55.  The warrant has anti-dilution protections, registration rights, and certain other protections for the holder.  Pursuant to the Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the Warrant.


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

The following is a discussion of the Company’s financial condition as of June 30, 2010 compared to December 31, 2009, and the results of operations for the three and six month periods ended June 30, 2010 and 2009.  This discussion should be read in conjunction with the Company’s consolidated financial statements and accompanying notes appearing in this report and in conjunction with the financial statements and related notes and disclosures in the Company’s 2009 Annual Report on Form 10-K. This report contains “forward-looking statements” relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company’s management.  The words “expect,” “estimate,” “anticipate,” "plan," and “believe,” as well as similar expressions, are intended to identify forward-looking statements.  The Company’s actual results may differ materially from the results discussed in the forward-looking statements, and the Company’s operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in the Company’s filings with the Securities and Exchange Commission.

Impact of Dodd-Frank Act

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;
 
14

 
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations - continued


·  
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.

The Company is unable to predict the extent to which the Dodd-Frank Act or the forthcoming rules and regulations will impact the Company’s business. However, the Company believes 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 the Company’s business, financial condition, and results of operations. Additionally, the Company 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 the Company.


Results of Operations

Net Interest Income

For the three months ended June 30, 2010, net interest income was $1,253,152 as compared to $940,502 for the same period in 2009.  The average rate paid on interest-bearing liabilities for the three months ended June 30, 2010 and 2009 was 1.51% and 2.53%, respectively.  The average rate realized on interest-earning assets was 4.41% and 4.66% for the three months ended June 30, 2010 and 2009, respectively.  This increase in the net interest income was primarily due to the reduction in interest rates paid by the Bank as liabilities repriced over the remainder of 2009 and the first two quarters of 2010.

The net interest margin was 3.10% and 2.44% for the three month periods ended June 30, 2010 and 2009, respectively.
 
For the six months ended June 30, 2010, net interest income was $2,456,922 as compared to $1,685,918 for the same period in 2009.  The average rate paid on interest-bearing liabilities for the six months ended June 30, 2010 and 2009 was 1.54% and 2.73%, respectively.  The average rate realized on interest-earning assets was 4.33% and 4.54% for the six months ended June 30, 2010 and 2009, respectively.  This increase in the net interest income was primarily due to the reduction in interest rates paid by the Bank as liabilities repriced over the remainder of 2009 and the first half of 2010.

The net interest margin was 3.00% and 2.18% for the six month periods ended June 30, 2010 and 2009, respectively.
 
 
 

 
15

 
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations - continued
 
Provision and Allowance for Loan Losses

The provision for loan losses is the charge to operating earnings that in management’s judgment is necessary to maintain the allowance for loan losses at an adequate level in relation to the risk of future losses inherent in the loan portfolio.  For the three month periods ended June 30, 2010 and 2009 the provision was $400,000 and $305,760, respectively.  For the six month periods ended June 30, 2010 and 2009 the provision was $436,528 and $647,074, respectively.  On June 30, 2010, there were $8,110,302 in loans in nonaccrual status.  On June 30, 2009, there were $1,489,720 in loans in nonaccrual status.  Based on present information, management believes the allowance for loan losses is adequate at June 30, 2010 to meet presently known and inherent risks in the loan portfolio.  The allowance for loan losses is 1.89% and 1.39% of total loans at June 30, 2010 and 2009, respectively.  There are risks inherent in making all loans, including risks with respect to the period of time over which loans may be repaid, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers, and, in the case of a collateralized loan, risks resulting from uncertainties about the future value of the collateral.  The Company maintains an allowance for loan losses based on, among other things, historical experience, including management’s experience at other institutions, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. Management’s judgment about the adequacy of the allowance is based upon a number of assumptions about future events, which it believes to be reasonable, but which may not prove to be accurate.  Thus, there is a risk that charge-offs in future periods could exceed the allowance for loan losses or that substantial additional increases in the allowance for loan losses could be required.  Additions to the allowance for loan losses would result in a decrease in the Company’s net income and, possibly, a reduction of its capital.

Noninterest Income

Total noninterest income for the three months ended June 30, 2010 was $388,233 or 227% more than total noninterest income for the same period last year.  The largest component of noninterest income for the three month period ended June 30, 2010 was a gain on the sale of investment securities, which totaled $275,212.  There was no gain on the sale of investment securities for the three month period ended June 30, 2009. Service charges on deposit accounts for the three month period ended June 30, 2010 were $98,263 or .61% lower than the same period last year.  Rental income for the three months ended June 30, 2010 was $2,250 or 66.67% more than the three month period ended June 30, 2009.

Total noninterest income for the six months ended June 30, 2010 was $488,857 or 114.65% more than total noninterest income for the same period last year.  The largest component of noninterest income for the six month period ended June 30, 2010 was a gain on the sale of investment securities, which totaled $275,212.  Service charges on deposit accounts for the six month period ended June 30, 2010, totaled $187,688 or 3.27% higher than those for the six month period ended June 30, 2009.  This increase was driven largely by the Company’s expanded efforts in the acquisition of retail demand deposit accounts.  Rental income for the six months ended June 30, 2010 was $3,000 or 33.33% higher than the six month period ended June 30, 2009.

Noninterest Expense

Total noninterest expense for the three months ended June 30, 2010 was $1,166,849 or 2.76% more than total noninterest expense for the same period last year. The primary component of noninterest expense is salaries and benefits, which were $585,184 and $523,930 for the three months ended June 30, 2010 and 2009, respectively. Salaries and benefits increased due to the increase in the number of active employees and the addition of two new members of executive management.  Other operating expenses were $481,111 and $475,630 for the three months ended June 30, 2010 and 2009, respectively. The increase in other operating expense for the three months ended June 30, 2010 was primarily the result of effects of the additional deposit insurance assessments imposed by the FDIC during 2009.  Losses on sales of other real estate for the three month period ended June 30, 2010 was $8,568, or 77.89% less than the same period last year.

Total noninterest expense for the six months ended June 30, 2010 was $2,300,494 or 5.92% more than total noninterest expense for the same period last year. The primary component of noninterest expense is salaries and benefits, which were $1,142,602 and $1,119,872 for the six months ended June 30, 2010 and 2009, respectively. Salaries and benefits increased due to the increase in the number of active employees.  Other operating expenses were $967,633 and $817,089 for the six months ended June 30, 2010 and 2009, respectively. The increase in other operating expense for the six months ended June 30, 2010 was primarily the result of effects of the additional deposit insurance assessments imposed by the FDIC during 2009.

Income Taxes

For the three months ended June 30, 2010 and 2009, the effective income tax rate was 32.91% and 38.36%, respectively.  The income tax expense was $24,528, for the three months ended June 30, 2010 compared to an income tax benefit of $146,588 for the three months ended June 30, 2009.

For the six months ended June 30, 2010 and 2009, the effective income tax rate was 36.65% and 38.35%, respectively.  The income tax expense was $76,510, for the six months ended June 30, 2010 compared to an income tax benefit of $347,186 for the six months ended June 30, 2009.
 
16

 
 
Item 2 - Management's Discussion And Analysis of Financial Condition and Results of Operations continued
 
Net Income (loss)

The combination of the above factors resulted in net income of $50,008 for the three months ended June 30, 2010 compared to net loss of $235,595 for the comparable period in 2009.

For the six months ended June 30, 2010 and 2009, there was a net income of $132,247 and net loss of $558,073, respectively.

Assets and Liabilities

During the first six months of 2010, total assets decreased $4,234,082 or 2.40% when compared to  December 31, 2009.  The decrease is primarily due to a decrease in loans outstanding due to decreased loan demand in our market.  In addition, we experienced a decrease in federal funds sold of $11,290,126, or 67.49% during the six months ended June 30, 2010. This is primarily a result of investing excess liquidity in investment securities in order to increase our net interest margin.  Other assets increased $4,074,651 from December 31, 2009, primarily due to recording a receivable of $4,428,239 in conjunction with the sale of available for sale investments during the second quarter.

Investment Securities

Investment securities totaled $12,272,984 as of June 30, 2010 as compared to $6,444,594 at December 31, 2009.  Of this amount, $10,859,804 was designated as available for sale as of June 30, 2010.  The other investments were nonmarketable equity securities consisting of $1,368,000 in Federal Home Loan Bank stock and a $45,180 investment in Community Bankers Bank stock.

Loans

Loans decreased $5,275,020, or 3.77%, during the period.  As shown below, the largest decrease was in real estate – construction loans which decreased $4,209,000 or 14.29%, to $25,235,000 at June 30, 2010.  Real estate – mortgage loans decreased $1,173,000, or 1.24%, to $93,266,000.  Commercial and industrial loans decreased $480,000 or 3.15% to $14,740,000 at June 30, 2010.  Consumer and other loans increased $586,980 or 67.32%, to $1,458,893. Balances within the major loans receivable categories as of June 30, 2010 and December 31, 2009 are as follows:

   
June 30,
2010
   
December 31,
2009
 
Real estate – construction
  $ 25,235,000     $ 29,444,000  
Real estate – mortgage
    93,266,000       94,439,000  
Commercial and industrial
    14,740,000       15,220,000  
Consumer and other
    1,458,893       871,913  
 
Total gross loans
  $ 134,699,893     $ 139,974,913  

 
Risk Elements in the Loan Portfolio

Criticized loans are loans that have potential weaknesses that deserve close attention and which could, if uncorrected, result in deterioration of the prospects for repayment of the Company’s credit position at a future date.  Classified loans are loans that are inadequately protected by the sound worth and paying capacity of the borrower or any collateral and as to which there is a distinct possibility or probability that we will sustain a loss if the deficiencies are not corrected.  At June 30, 2010 and December 31, 2009, the Company had criticized loans totaling $12,510,675 and $8,742,720, respectively.  At June 30, 2010 and December 31, 2009, the Company had classified loans totaling $6,977,460 and $9,112,635, respectively.  At June 30, 2010, the Company had $8,110,302 or 5.79% of total gross loans in nonaccrual status and none in loans that were 90 days or more past due and still accruing.
 
 
 
 

 
 
17

 
 
Item 2 - Management's Discussion And Analysis of Financial Condition and Results of Operations continued

The following table depicts the activity in the allowance for loan losses for the six months ended June 30, 2010 and 2009:
 

   
June 30,
2010
   
June 30,
2009
 
Balance, January 1
  $ 2,408,990     $ 1,935,702  
Provision for loan losses for the period
    436,528       647,074  
Net loans (charged-off) recovered during the period
    (305,255 )     (624,849 )
 
Balance,  June 30,
  $ 2,540,263     $ 1,957,927  
 
Gross loans outstanding, June 30,
  $ 134,699,893     $ 140,592,038  
 
Allowance for loan losses to loans outstanding
    1.89 %     1.39 %

Deposits

Total deposits decreased $4,496,869 or 3.13%, from December 31, 2009 to $139,172,923 at June 30, 2010.  Total time deposits decreased $9,083,365, or 8.33% to $99,920,868 at June 30, 2010.  This decrease was due to the decision of management to decrease the concentration of brokered deposits and focus on increasing our local market penetration of core deposit accounts.  The decrease in time deposits was partially offset by increases in interest-bearing and non-interest bearing transaction accounts which, in total, increased $2,149,826 or 20.70% since December 31, 2009. There was an increase in savings and money market accounts as well, which increased $2,436,670 or 10.04%, to $26,716,027 at June 30, 2010.  This increase in non time deposit accounts is a combination of the Bank instituting a revised market pricing strategy to attract new deposit accounts and implementing a retail initiative focusing on growing the core deposits of the Bank.  Brokered deposits represent a source of fixed rate funds priced competitively with Federal Home Loan Bank (“FHLB”) but do not require collateralization like FHLB borrowings.

Balances within the major deposit categories as of June 30, 2010 and December 31, 2009 are as follows:

   
June 30,
2010
   
December 31,
2009
 
Noninterest-bearing transaction accounts
  $ 7,009,315     $ 5,626,494  
Interest-bearing transaction accounts
    5,526,713       4,759,708  
Savings and money market
    26,716,027       24,279,357  
Time deposits $100,000 and over
    9,361,868       6,934,915  
Other time deposits
    90,559,000       102,069,318  
Total deposits
  $ 139,172,923     $ 143,669,792  

Advances from Federal Home Loan Bank

The Bank did not borrow additional funds from the Federal Home Loan Bank of Atlanta (FHLB) during the first six months of 2010.  The advances from the FHLB total $8,000,000 as of June 30, 2010 and December 31, 2009.  The Bank utilizes the advances to fund loans and for general liquidity purposes.  Advances from the Federal Home Loan Bank consisted of the following at June 30, 2010:

 
Description
 
Interest Rate
   
Amount
 
Convertible rate advances maturing:
           
September 20, 2012
    3.86 %   $ 8,000,000  
            $ 8,000,000  


 
18

 
Item 2 - Management's Discussion And Analysis of Financial Condition and Results of Operations continued

Scheduled principal reductions of Federal Home Loan Bank advances are as follows:

2010
  $ -  
2011
    -  
2012
    8,000,000  
    $ 8,000,000  

Liquidity

Liquidity needs are met by the Company through cash and short-term investments, and scheduled maturities of loans on the asset side and through pricing policies on the liability side for interest-bearing deposit accounts.  The Company also has the capacity to pledge certain loans as collateral for additional borrowings from FHLB during times when the comparable interest rate is favorable to the interest rate on deposit products.  As of June 30, 2010, the Company’s primary sources of liquidity included cash and equivalents of $6,009,992, federal funds sold totaling $5,439,535 and securities available-for-sale totaling $10,859,804, credit availability with the Federal Home Loan Bank of $14,500,000 and unused lines of credit with correspondent banks to purchase federal funds totaling $16,000,000 at June 30, 2010.


Capital Resources

Total shareholders' equity increased $115,230 to $25,008,936 for the six month period ended June 30, 2010.  This is primarily the result of the net income for the period of $132,247, and stock based compensation expense of $136,035 offset by $87,500 in dividends paid on preferred stock.

The Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk-weights ranging from 0% to 100%.  Under the risk-based standard, capital is classified into two tiers.  Tier 1 capital consists of common shareholders' equity, excluding the unrealized gain (loss) on available-for-sale securities, minus certain intangible assets.  Tier 2 capital consists of the general reserve for loan losses subject to   certain limitations.  An institution's qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its   Tier 1 and Tier 2 capital.  The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital.

Banks and bank holding companies are also required to maintain capital at a minimum level based on total assets, which is known as the leverage ratio.  The minimum requirement for the leverage ratio is 3%; however all but the highest rated institutions are required to maintain ratios 100 to 200 basis points above the minimum.  Both the Company and the Bank exceeded their minimum regulatory capital ratios as of June 30, 2010 as well as the ratios to be considered "well capitalized."
 
The following table summarizes the Company’s risk-based capital at June 30, 2010

Shareholders' equity
  $ 25,008,936  
Plus – unrealized (gain) loss on available-for-sale securities
    (15,412 )
Less – disallowed deferred tax assets
    (1,576,000 )
 
Tier 1 capital
  $ 23,417,524  
 
Plus - allowance for loan losses (1)
    1,749,000  
 
Total capital
  $ 25,166,524  
 
Risk-weighted assets
  $ 139,146,000  
Risk-based capital ratios:
       
Tier 1 capital (to risk-weighted assets)
    16.82 %
Total capital (to risk-weighted assets)
    18.08 %
Leverage ratio
    13.73 %

(1) Limited to 1.25% of risk-weighted assets

 
19

 
Item 2 - Management's Discussion And Analysis of Financial Condition and Results of Operations continued
 
Off-Balance Sheet Risk

Through its operations, the Company has made contractual commitments to extend credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to the Company’s customers at predetermined interest rates for a specified period of time.  At June 30, 2010, the Company had issued commitments to extend credit of $9,589,620 through various types of commercial lending arrangements.  All of these commitments to extend credit had variable rates.

The following table sets forth the length of time until maturity for unused commitments to extend credit and standby letters of credit at June 30, 2010

   
Within
One
Month
   
After One
Through
Three
Months
   
After Three
Through
Twelve
Months
   
Greater
Than
One Year
   
 
 
Total
 
 
Unused commitments to extend credit
  $  302,285     $  1,441,145     $  2,553,085     $  5,113,410     $  9,409,925  
Standby letters of credit
    179,695       -       -       -       179,695  
 
Totals
  $ 481,980     $ 1,441,145     $ 2,553,085     $ 5,113,410     $ 9,589,620  

Based on historical experience, many of the commitments and letters of credit will expire unfunded.  Accordingly, the amounts shown in the table above do not necessarily reflect the Company's need for funds in the periods shown.

The Company evaluates each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on its credit evaluation of the borrower.  Collateral varies but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate.

 
Critical Accounting Policies

We have adopted various accounting policies which govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements.  Our significant accounting policies are described in the notes to the financial statements at December 31, 2009 as contained in our 2009 Annual Report on Form 10-K.  Certain accounting policies involve significant judgments and assumptions by us which have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies.  The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances.  Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could have a material impact on our carrying values of assets and liabilities and our results of operations.

We believe the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in preparation of our financial statements.  Refer to the portions of the discussion in this report on Form 10-Q and in our 2009 Annual Report on Form 10-K that address our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.

Item 4T.  Controls and Procedures

(a)
Based on their evaluation of the Company’s disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15(e) and 240.15d-15(e)) as of June 30, 2010, our chief executive officer and chief financial officer concluded that  such controls and procedures were effective.

(b)
There was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting subsequent to the date of its evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 
20

 
PART II - OTHER INFORMATION


Item 6. Exhibits



Exhibit
Number
 
Description of Exhibit
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 USC 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
21

 


SIGNATURES


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




AB&T FINANCIAL CORPORATION
(Registrant)



Date:  August 16, 2010
/s/Daniel C. Ayscue
 
   Daniel C. Ayscue
 
   President and Chief Executive Officer
 
   (Principal Executive Officer)









EXHIBIT INDEX

Exhibit
Number              Description of Exhibit

31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 USC 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002






 
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