form10q-111303_fbnc.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 

 
FORM 10-Q

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

For the quarterly period ended September 30, 2010
 


Commission File Number  0-15572

FIRST BANCORP 

(Exact Name of Registrant as Specified in its Charter)

NORTH CAROLINA
 
56-1421916
(STATE OF OTHER JURASDICTION OF
INCORPORATION OR ORGANIZATION)
 
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

341 NORTH MAIN STREET, TROY, NORTH CAROLINA
 
27371-0508
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
(ZIP CODE)
     
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
(910)   576-6171

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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x YES     o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  o YES     o 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.  (Check one)
 
o Large Accelerated Filer x Accelerated Filer 
o Non-Accelerated Filer
(Do not check if a smaller reporting company)
o Smaller Reporting Company

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

The number of shares of the registrant's Common Stock outstanding on October 31, 2010 was 16,797,070.
 


 
 
 
 

 

INDEX
FIRST BANCORP AND SUBSIDIARIES
 
   
Page
 
Part I.  Financial Information
 
     
Item 1 - Financial Statements
 
     
 
4
     
 
5
     
 
6
     
 
7
     
 
8
     
 
9
     
29 
   
 
   
50
     
51
     
Part II.  Other Information
 
     
52
     
52
     
54
 
 
Page 2

 
FORWARD-LOOKING STATEMENTS

Part I of this report contains statements that could be deemed forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, which statements are inherently subject to risks and uncertainties.  Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact.  Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning our opinions or judgment about future events.  Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, our level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions.  For additional information that could affect the matters discussed in this paragraph, see the “Risk Factors” section of our 2009 Annual Report on Form 10-K.
 
 
Page 3


Part I.  Financial Information
Item 1 - Financial Statements

First Bancorp and Subsidiaries
Consolidated Balance Sheets
 
 
($ in thousands-unaudited)
 
September 30,
2010
   
December 31,
2009 (audited)
   
September 30,
2009
 
                   
ASSETS
                 
Cash and due from banks, noninterest-bearing
  $ 51,812       60,071       43,667  
Due from banks, interest-bearing
    246,771       283,175       232,877  
Federal funds sold
    21,092       7,626       7,548  
Total cash and cash equivalents
    319,675       350,872       284,092  
                         
Securities available for sale
    143,047       179,755       168,860  
                         
Securities held to maturity (fair values of $54,300, $34,947, and $28,692)
    51,661       34,413       27,747  
                         
Presold mortgages in process of settlement
    3,226       3,967       8,420  
                         
Loans – non-covered
    2,096,439       2,132,843       2,147,615  
Loans – covered by FDIC loss share agreements
    413,735       520,022       578,485  
Total loans
    2,510,174       2,652,865       2,726,100  
Less:  Allowance for loan losses
    (44,999 )     (37,343 )     (34,444 )
Net loans
    2,465,175       2,615,522       2,691,656  
                         
Premises and equipment
    54,039       54,159       52,868  
Accrued interest receivable
    13,135       14,783       15,163  
FDIC loss share receivable
    93,125       143,221       187,029  
Goodwill
    65,835       65,835       65,835  
Other intangible assets
    4,742       5,113       5,330  
Other
    146,677       77,716       18,494  
Total assets
  $ 3,360,337       3,545,356       3,525,494  
                         
LIABILITIES
                       
Deposits:   Demand - noninterest-bearing
  $ 290,388       272,422       268,097  
NOW accounts
    370,654       362,366       264,267  
Money market accounts
    492,983       496,940       477,092  
Savings accounts
    154,955       149,338       142,391  
Time deposits of $100,000 or more
    759,037       816,540       883,784  
Other time deposits
    683,465       835,502       886,009  
Total deposits
    2,751,482       2,933,108       2,921,640  
Securities sold under agreements to repurchase
    68,157       64,058       58,209  
Borrowings
    158,907       176,811       176,927  
Accrued interest payable
    2,421       3,054       3,688  
Other liabilities
    28,415       25,942       28,648  
Total liabilities
    3,009,382       3,202,973       3,189,112  
                         
Commitments and contingencies
                 
                         
SHAREHOLDERS’ EQUITY
                       
Preferred stock, no par value per share.  Authorized: 5,000,000 shares
                       
Issued and outstanding:  65,000 shares
    65,000       65,000       65,000  
Discount on preferred stock
    (3,146 )     (3,789 )     (3,990 )
Common stock, no par value per share. Authorized: 40,000,000, 20,000,000, and 20,000,000 shares
                       
Issued and outstanding:  16,785,750, 16,722,423, and 16,671,983 shares
    99,303       98,099       97,745  
Common stock warrants
    4,592       4,592       4,592  
Retained earnings
    188,028       182,908       179,988  
Accumulated other comprehensive income (loss)
    (2,822 )     (4,427 )     (6,953 )
Total shareholders’ equity
    350,955       342,383       336,382  
Total liabilities and shareholders’ equity
  $ 3,360,337       3,545,356       3,525,494  
 
See notes to consolidated financial statements
 
 
Page 4

 
First Bancorp and Subsidiaries
Consolidated Statements of Income
 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
($ in thousands, except share data-unaudited)
 
2010
   
2009
   
2010
   
2009
 
                         
INTEREST INCOME
                       
Interest and fees on loans
  $ 36,897       41,404       112,724       107,596  
Interest on investment securities:
                               
Taxable interest income
    1,364       1,650       4,473       5,112  
Tax-exempt interest income
    414       232       1,177       576  
Other, principally overnight investments
    135       188       463       293  
Total interest income
    38,810       43,474       118,837       113,577  
                                 
INTEREST EXPENSE
                               
Savings, NOW and money market
    1,541       2,355       5,069       6,476  
Time deposits of $100,000 or more
    2,991       5,020       9,645       14,586  
Other time deposits
    2,713       4,794       8,762       13,756  
Securities sold under agreements to repurchase
    60       198       244       599  
Borrowings
    434       597       1,333       2,097  
Total interest expense
    7,739       12,964       25,053       37,514  
                                 
Net interest income
    31,071       30,510       93,784       76,063  
Provision for loan losses
    8,391       5,200       24,017       13,611  
                                 
Net interest income after provision  for loan losses
    22,680       25,310       69,767       62,452  
                                 
NONINTEREST INCOME
                               
Service charges on deposit accounts
    3,350       3,811       10,408       10,035  
Other service charges, commissions and fees
    1,325       1,216       4,048       3,542  
Fees from presold mortgages
    404       395       1,216       847  
Commissions from sales of insurance and financial products
    325       333       1,087       1,164  
Data processing fees
          38       32       103  
Gain from acquisition
                      67,894  
Securities gains (losses)
    1       6       25       (113 )
Other gains (losses)
    (1,448 )     (58 )     (2,628 )     (209 )
Total noninterest income
    3,957       5,741       14,188       83,263  
                                 
NONINTEREST EXPENSES
                               
Salaries
    8,637       8,549       25,988       21,662  
Employee benefits
    2,672       2,901       7,745       8,166  
Total personnel expense
    11,309       11,450       33,733       29,828  
Net occupancy expense
    1,768       2,070       5,408       4,283  
Equipment related expenses
    1,044       1,013       3,246       2,979  
Intangibles amortization
    219       218       654       414  
Acquisition expenses
          290             1,082  
Other operating expenses
    6,371       5,912       21,907       17,507  
Total noninterest expenses
    20,711       20,953       64,948       56,093  
                                 
Income before income taxes
    5,926       10,098       19,007       89,622  
Income taxes
    2,078       3,716       6,780       34,631  
                                 
Net income
    3,848       6,382       12,227       54,991  
                                 
Preferred stock dividends and accretion
    1,027       995       3,080       2,958  
                                 
Net income available to common shareholders
  $ 2,821       5,387       9,147       52,033  
                                 
Earnings per common share:
                               
Basic
  $ 0.17       0.32       0.55       3.13  
Diluted
    0.17       0.32       0.54       3.12  
                                 
Dividends declared per common share
  $ 0.08       0.08       0.24       0.24  
                                 
Weighted average common shares outstanding:
                               
Basic
    16,779,554       16,664,544       16,754,678       16,636,646  
Diluted
    16,807,135       16,805,770       16,784,032       16,674,649  
 
See notes to consolidated financial statements.
 
 
Page 5

 
 First Bancorp and Subsidiaries
Consolidated Statements of Comprehensive Income
 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
($ in thousands-unaudited)
 
2010
   
2009
   
2010
   
2009
 
                         
Net income
  $ 3,848       6,382       12,227       54,991  
Other comprehensive income (loss):
                               
Unrealized gains (losses) on securities available for sale:
                               
Unrealized holding gains (losses) arising during the period, pretax
     150        2,484        2,235        1,180  
Tax benefit (expense)
    (58 )     (969 )     (871 )     (460 )
Reclassification to realized (gains) losses
    (1 )     (6 )     (25 )     113  
Tax expense (benefit)
    1       2       10       (44 )
Postretirement Plans:
                               
Amortization of unrecognized net actuarial loss
    164       217       398       652  
Tax expense
    (65 )     (85 )     (157 )     (254 )
Amortization of prior service cost and transition obligation
     8        9        26        27  
Tax expense
    (3 )     (3 )     (11 )     (11 )
Other comprehensive income (loss)
    196       1,649       1,605       1,203  
 
Comprehensive income
  $ 4,044        8,031        13,832       56,194  
 
See notes to consolidated financial statements.
 
 
Page 6


First Bancorp and Subsidiaries
Consolidated Statements of Shareholders’ Equity
 
               
Common Stock
                         
(In thousands, except per share - unaudited)
 
Preferred
Stock
   
Preferred
Stock
Discount
   
Shares
   
Amount
   
Common
Stock
Warrants
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Total
Share-
holders’
Equity
 
                                                 
                                                 
Balances, January 1, 2009
  $             16,574     $ 96,072             131,952       (8,156 )     219,868  
                                                                 
Net income
                                            54,991               54,991  
Preferred stock issued
    65,000       (4,592 )                                             60,408  
Common stock warrants issued
                                    4,592                       4,592  
Common stock issued under
stock option plans
                     36        335                                335  
Common stock issued into
dividend reinvestment plan
                    62       879                               879  
Cash dividends declared ($0.24
per common share)
                                            (3,997 )             (3,997 )
Preferred dividends accrued
                                            (2,356 )             (2,356 )
Accretion of preferred stock
discount
             602                               (602 )                
Tax benefit realized from
exercise of nonqualified stock options
                            73                               73  
Stock-based compensation
                            386                               386  
Other comprehensive income
                                                    1,203       1,203  
                                                                 
Balances, September 30, 2009
  $ 65,000       (3,990 )     16,672     $ 97,745       4,592       179,988       (6,953 )     336,382  
                                                                 
                                                                 
Balances, January 1, 2010
  $ 65,000       (3,789 )     16,722     $ 98,099       4,592       182,908       (4,427 )     342,383  
                                                                 
Net income
                                            12,227               12,227  
Common stock issued under
stock option plans
                     17        171                                171  
Common stock issued into
dividend reinvestment plan
                    31       456                               456  
Cash dividends declared
($0.24 per common share)
                                            (4,026 )             (4,026 )
Preferred dividends accrued
                                            (2,438 )             (2,438 )
Accretion of preferred stock
discount
             643                               (643 )                
Tax benefit realized from
exercise of nonqualified stock options
                            36                               36  
Stock-based compensation
                    16       541                               541  
Other comprehensive income
                                                    1,605       1,605  
                                                                 
Balances, September 30, 2010
  $ 65,000       (3,146 )     16,786     $ 99,303       4,592       188,028       (2,822 )     350,955  
 
See notes to consolidated financial statements.
 
 
Page 7


First Bancorp and Subsidiaries
Consolidated Statements of Cash Flows

   
Nine Months Ended
September 30,
 
($ in thousands-unaudited)
 
2010
   
2009
 
Cash Flows From Operating Activities
           
Net income
  $ 12,227       54,991  
Reconciliation of net income to net cash provided by operating activities:
               
Provision for loan losses
    24,017       13,611  
Net security premium amortization
    1,096       722  
Net purchase accounting adjustments
    (6,742 )     (2,473 )
Loss (gain) on securities
    (25 )     113  
Other (gains) losses
    2,628       (67,685 )
Increase in net deferred loan costs
    (488 )     (186 )
Depreciation of premises and equipment
    2,963       2,652  
Stock-based compensation expense
    541       386  
Amortization of intangible assets
    654       414  
Origination of presold mortgages in process of settlement
    (60,158 )     (65,523 )
Proceeds from sales of presold mortgages in process of settlement
    60,899       60,775  
Decrease in accrued interest receivable
    1,648       716  
Decrease (increase) in other assets
    (1,230 )     17,710  
Decrease in accrued interest payable
    (633 )     (3,072 )
Increase (decrease) in other liabilities
    (1,913 )     6,671  
Net cash provided by operating activities
    35,484       19,822  
                 
Cash Flows From Investing Activities
               
Purchases of securities available for sale
    (42,284 )     (69,616 )
Purchases of securities held to maturity
    (19,710 )     (13,435 )
Proceeds from maturities/issuer calls of securities available for sale
    80,225       112,648  
Proceeds from maturities/issuer calls of securities held to maturity
    2,367       1,626  
Net decrease in loans
    51,136       72,784  
Proceeds from FDIC loss share agreements
    46,433        
Proceeds from sales of foreclosed real estate
    16,840       3,633  
Purchases of premises and equipment
    (2,811 )     (3,036 )
Net cash paid for acquisition
    (170 )      
Net cash received in acquisition
          91,696  
Net cash provided by investing activities
    132,026       196,300  
                 
Cash Flows From Financing Activities
               
Net increase (decrease) in deposits and repurchase agreements
    (175,316 )     134,129  
Repayments of borrowings, net
    (17,600 )     (349,465 )
Cash dividends paid – common stock
    (4,016 )     (5,809 )
Cash dividends paid – preferred stock
    (2,438 )     (1,952 )
Proceeds from issuance of preferred stock and common stock warrants
          65,000  
Proceeds from issuance of common stock
    627       1,214  
Tax benefit from exercise of nonqualified stock options
    36       73  
Net cash used by financing activities
    (198,707 )     (156,810 )
                 
Increase (decrease) in cash and cash equivalents
    (31,197 )     59,312  
Cash and cash equivalents, beginning of period
    350,872       224,780  
                 
Cash and cash equivalents, end of period
  $ 319,675       284,092  
                 
Supplemental Disclosures of Cash Flow Information:
               
Cash paid during the period for:
               
Interest
  $ 25,686       40,586  
Income taxes
    16,238       10,592  
Non-cash transactions:
               
Unrealized gain on securities available for sale, net of taxes
    1,349       789  
Foreclosed loans transferred to other real estate
    94,949       5,151  
                 
 
See notes to consolidated financial statements.
 
 
Page 8


First Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
 
 
 (unaudited)  For the Periods Ended September 30, 2010 and 2009
 
Note 1 - Basis of Presentation

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of September 30, 2010 and 2009 and the consolidated results of operations and consolidated cash flows for the periods ended September 30, 2010 and 2009.  All such adjustments were of a normal, recurring nature.  Reference is made to the 2009 Annual Report on Form 10-K filed with the SEC for a discussion of accounting policies and other relevant information with respect to the financial statements.  The results of operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the results to be expected for the full year.  The Company has evaluated all subsequent events through the date the financial statements were issued.

Note 2 – Accounting Policies

Note 1 to the 2009 Annual Report on Form 10-K filed with the SEC contains a description of the accounting policies followed by the Company and discussion of recent accounting pronouncements.  The following paragraphs update that information as necessary.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance that removed the concept of a special purpose entity (SPE) from previous accounting guidance.  The amended guidance limits the circumstances in which a financial asset should be derecognized when the transferor has not transferred the entire financial asset by taking into consideration the transferor’s continuing involvement.  The guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale.  The concept of a qualifying SPE is no longer applicable.  The guidance was effective for all interim and annual periods beginning after November 15, 2009.  The adoption of this guidance on January 1, 2010 did not have a material impact on the Company’s consolidated statements.

In January 2010, new guidance was issued by the FASB requiring improved disclosures about fair value measurements.  The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels, and the reasons for the transfers, and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3).  Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3).  The Company has applied the new disclosure requirements as of January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010.  The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued new guidance related to subsequent events.  The amendment removed the requirement to disclose the date through which subsequent events have been evaluated, and became effective immediately upon issuance and is to be applied prospectively.  The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
 
 
Page 9


In April 2010, the FASB issued new guidance related to accounting for acquired troubled loans that are subsequently modified.  The guidance provides that if these loans meet the criteria to be accounted for within a pool, modifications to one or more of these loans does not result in the removal of the modified loan from the pool even if the modification would otherwise be considered a troubled debt restructuring.  The pool of assets in which the loan is included will continue to be considered for impairment.  The amendments do not apply to loans not meeting the criteria to be accounted for within a pool.  These amendments are effective for modifications of loans accounted for within pools occurring in the first interim or annual period ending on or after July 15, 2010. The adoption of these amendments had no impact on the Company’s consolidated financial statements.

In July 2010, the FASB issued guidance that will require an entity to provide more information about the credit quality of its financing receivables, such as aging information and credit quality indicators, in the disclosures to its financial statements.  Both new and existing disclosures must be disaggregated by portfolio segment or class.  The disaggregation of information is based on how the entity develops its allowance for credit losses and how it manages its credit exposure.  The required disclosures are effective for periods ending on or after December 15, 2010.  The Company will provide all required disclosures beginning with the Annual Report on Form 10-K for the year ended December 31, 2010.

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which significantly changes the regulation of financial institutions and the financial services industry.  The Dodd-Frank Act includes several provisions that will affect how community banks, thrifts, and small bank and thrift holding companies will be regulated in the future.  Among other things, these provisions abolish the Office of Thrift Supervision and transfer its functions to the other federal banking agencies, relax rules regarding interstate branching, allow financial institutions to pay interest on business checking accounts, change the scope of federal deposit insurance coverage, and impose new capital requirements on bank and thrift holding companies.  The Dodd-Frank Act also establishes the Bureau of Consumer Financial Protection as an independent entity within the Federal Reserve, which will be given the authority to promulgate consumer protection regulations applicable to all entities offering consumer financial services or products, including banks.  Additionally, the Dodd-Frank Act includes a series of provisions covering mortgage loan origination standards affecting originator compensation, minimum repayment standards, and pre-payments.  Management is actively reviewing the provisions of the Dodd-Frank Act and assessing its probable impact on our business, financial condition, and results of operations.

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.

Note 3 – Reclassifications

Certain amounts reported in the period ended September 30, 2009 have been reclassified to conform to the presentation for September 30, 2010.  These reclassifications had no effect on net income or shareholders’ equity for the periods presented, nor did they materially impact trends in financial information.

Note 4 – Equity-Based Compensation Plans

At September 30, 2010, the Company had the following equity-based compensation plans:  the First Bancorp 2007 Equity Plan, the First Bancorp 2004 Stock Option Plan, the First Bancorp 1994 Stock Option Plan, and one plan that was assumed from an acquired entity.  The Company’s shareholders approved all equity-based compensation plans, except for those assumed from acquired companies.  The First Bancorp 2007 Equity Plan became effective upon the approval of shareholders on May 2, 2007.  As of September 30, 2010, the First Bancorp 2007 Equity Plan was the only plan that had shares available for future grants.
 
 
Page 10


The First Bancorp 2007 Equity Plan and its predecessor plans, the First Bancorp 2004 Stock Option Plan and the First Bancorp 1994 Stock Option Plan (“Predecessor Plans”), are intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans’ participants with those of the Company and its shareholders.  The Predecessor Plans only provided for the ability to grant stock options, whereas the First Bancorp 2007 Equity Plan, in addition to providing for grants of stock options, also allows for grants of other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.  Since the First Bancorp 2007 Equity Plan became effective on May 2, 2007, the Company has granted the following stock-based compensation:  1) the grant of 2,250 stock options to each of the Company’s non-employee directors on June 1, 2007, 2008, and 2009, 2) the grant of 5,000 incentive stock options to an executive officer on April 1, 2008 in connection with a corporate acquisition, 3) the grant of 262,599 stock options and 81,337 performance units to 19 senior officers on June 17, 2008 (each performance unit represents the right to acquire one share of the Company’s common stock upon satisfaction of the vesting conditions), 4) the grant of 29,267 long-term restricted shares of common stock to certain senior executive officers on December 11, 2009, and 5) the grant of 1,039 shares of common stock to each of the Company’s non-employee directors on June 1, 2010.

Prior to the June 17, 2008 grant, stock option grants to employees generally had five-year vesting schedules (20% vesting each year) and had been irregular, usually falling into three categories - 1) to attract and retain new employees, 2) to recognize changes in responsibilities of existing employees, and 3) to periodically reward exemplary performance.  Compensation expense associated with these types of grants is recorded pro-ratably over the vesting period.  As it relates to directors, until 2010 the Company had historically granted 2,250 vested stock options to each of the Company’s non-employee directors in June of each year.  In June 2010, the Company granted 1,039 common shares to each non-employee director, which had approximately the same value as 2,250 stock options. Compensation expense associated with these director grants is recognized on the date of grant since there are no vesting conditions.

The June 17, 2008 grant of a combination of performance units and stock options has both performance conditions (earnings per share (EPS) targets) and service conditions that must be met in order to vest.  The 262,599 stock options and 81,337 performance units represent the maximum number of options and performance units that could have vested if the Company were to achieve specified maximum goals for EPS during the three annual performance periods ending on December 31, 2008, 2009, and 2010.  Up to one-third of the total number of options and performance units granted are subject to vesting annually as of December 31 of each year beginning in 2010, if (1) the Company achieves specific EPS goals during the corresponding performance period and (2) the executive or key employee continues employment for a period of two years beyond the corresponding performance period.  Compensation expense for this grant is recorded over the various service periods based on the estimated number of options and performance units that are probable to vest.  If the awards do not vest, no compensation cost is recognized and any previously recognized compensation cost will be reversed.  The Company did not achieve the minimum EPS performance goal for 2008, and thus one-third of the above grant was permanently forfeited.  As a result of a significant acquisition gain realized in June 2009 related to a failed bank acquisition, the Company achieved the EPS goal for 2009 and recorded compensation expense of $300,000 in 2009 and $225,000 for the first nine months of 2010.  Assuming no forfeitures, the Company will record compensation expense of approximately $75,000 in the last quarter of 2010 and approximately $300,000 in 2011 as a result of the vesting of the 2009 performance period awards.  The Company does not believe that the EPS goals for 2010 will be met, and thus no compensation expense has been recorded related to that performance period.

The December 11, 2009 grant of 29,267 long-term restricted shares of common stock to senior executives vests in accordance with the minimum rules for long-term equity grants for companies participating in the U.S. Treasury’s Troubled Asset Relief Program (TARP).  These rules require that the vesting of the stock be tied to repayment of the financial assistance.  For each 25% of total financial assistance repaid, 25% of the total long-term restricted stock may become transferrable.  The total compensation expense associated with this grant was $398,000 and is being initially amortized over a four year period, with approximately $25,000 being expensed in each quarter of 2010-2013.  See Note 13 for further information related to the Company’s participation in the TARP.
 
 
Page 11


Under the terms of the Predecessor Plans and the First Bancorp 2007 Equity Plan, options can have a term of no longer than ten years, and all options granted thus far under these plans have had a term of ten years.  The Company’s options provide for immediate vesting if there is a change in control (as defined in the plans).

At September 30, 2010, there were 728,645 options outstanding related to the three First Bancorp plans, with exercise prices ranging from $14.35 to $22.12.  At September 30, 2010, there were 849,356 shares remaining available for grant under the First Bancorp 2007 Equity Plan.  The Company also has a stock option plan as a result of a corporate acquisition.  At September 30, 2010, there were 5,788 stock options outstanding in connection with the acquired plan, with option prices ranging from $10.66 to $15.22.

The Company issues new shares of common stock when options are exercised.

The Company measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model.  The Company determines the assumptions used in the Black-Scholes option pricing model as follows:  the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant; the dividend yield is based on the Company’s dividend yield at the time of the grant (subject to adjustment if the dividend yield on the grant date is not expected to approximate the dividend yield over the expected life of the option); the volatility factor is based on the historical volatility of the Company’s stock (subject to adjustment if future volatility is reasonably expected to differ from the past); and the weighted-average expected life is based on the historical behavior of employees related to exercises, forfeitures and cancellations.

The Company’s only equity grants for the nine months ended September 30, 2010 were the issuance of 15,585 shares of common stock to non-employee directors on June 1, 2010 (1,039 shares per director).  The fair market value of the Company’s common stock on the grant date was $15.51 per share, which was the closing price of the Company’s common stock on that date.

The Company’s only equity grants for the nine months ended September 30, 2009 were grants of 27,000 options to non-employee directors on June 1, 2009 (2,250 options per director).  The per share weighted-average fair value of these options was $6.06 on the date of the grant using the following assumptions:
 
 
Nine months ended
September 30, 2009
Expected dividend yield
2.23%
Risk-free interest rate
3.28%
Expected life
7 years
Expected volatility
46.32%

The Company recorded stock-based compensation expense of $100,000 and $75,000 for the three-month periods ended September 30, 2010 and September 30, 2009, respectively.  For the nine-month periods ended September 30, 2010 and September 30, 2009, the Company recorded stock-based compensation expense of $541,000 and $386,000, respectively. Approximately $242,000 of the expense for the nine months ended September 30, 2010 relates to the June 1, 2010 director grants and is classified as “other operating expenses.”  The remaining 2010 expense is classified as “personnel expense” on the Consolidated Statements of Income with approximately $224,000 ($74,500 each quarter) relating to the June 17, 2008 grants to 19 senior officers and $75,000 ($25,000 each quarter) relating to the vesting of the restricted stock awards granted in December 2009.  Of the $386,000 in expense that was recorded in the nine month period ended September 30, 2009, approximately $224,000 ($74,500 each quarter) relates to the June 17, 2008 officer grants and is classified as “personnel expense” on the Consolidated Statements of Income, while $162,000 relates to the June 1, 2009 director grants and is classified as “other operating expenses.”  Stock-based compensation expense is reflected as an adjustment to cash flows from operating activities on the Company’s Consolidated Statement of Cash Flows.  The Company recognized income tax benefits in the income statement related to stock-based compensation in the amount of $39,000 and $29,000 for the three month periods ended September 30, 2010 and 2009, respectively.  The Company recognized income tax benefits in the income statement related to stock-
 
 
Page 12

 
based compensation in the amount of $211,000 and $150,000 for the nine month periods ended September 30, 2010 and 2009, respectively.

At September 30, 2010, the Company had $31,000 of unrecognized compensation costs related to unvested stock options that have vesting requirements based solely on service conditions.  The cost is expected to be amortized over a weighted-average life of 2.1 years, with $18,000 being expensed in 2010, $6,000 being expensed in each of 2011 and 2012, and $1,000 being expensed in 2013.  At September 30, 2010, the Company had $1.2 million in unrecognized compensation expense associated with the June 17, 2008 award grant that has both performance conditions and service conditions.  Based on the performance conditions, the Company believes that only the 2009 performance awards will ultimately vest, and therefore, the Company expects to record $75,000 in each quarter of 2010 and 2011.
 
 
As noted above, certain of the Company’s stock option grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period.  The Company has elected to recognize compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for the entire award.  Compensation expense is based on the estimated number of stock options and awards that will ultimately vest.  Over the past five years, there have only been minimal amounts of forfeitures or expirations, and therefore the Company assumes that all options granted without performance conditions will become vested.

The following table presents information regarding the activity for the first nine months of 2010 related to all of the Company’s stock options outstanding:

   
Options Outstanding
 
   
 
Number of Shares
   
Weighted-Average Exercise Price
   
Weighted-Average Contractual Term (years)
   
Aggregate Intrinsic
Value
 
                         
                         
Balance at December 31, 2009
    753,116     $ 17.73              
                             
Granted
                       
Exercised
    (18,667 )     10.46           $ 97,940  
Forfeited
                         
Expired
                         
                               
Outstanding at September 30, 2010
    734,449     $ 17.91       4.4     $ 9,487  
                                 
Exercisable at September 30, 2010
    572,467     $ 18.27       3.5     $ 9,487  


The Company received $171,000 and $335,000 as a result of stock option exercises during the nine months ended September 30, 2010 and 2009, respectively.  The Company recorded $36,000 in associated tax benefits from the exercise of nonqualified stock options during the nine months ended September 30, 2010 compared to $73,000 in the comparable period of 2009.

As discussed above, the Company granted 81,337 performance units to 19 senior officers on June 17, 2008.  Each performance unit represents the right to acquire one share of the Company’s common stock upon satisfaction of the vesting conditions (discussed above).  The fair market value of the Company’s common stock on the grant date was $16.53 per share.  One-third of this grant was forfeited on December 31, 2008 because the Company failed to meet the minimum performance goal required for vesting.  Also, as discussed above, the Company granted 29,267 long-term restricted shares of common stock to certain senior executives on December 11, 2009.
 
 
Page 13


The following table presents information regarding the activity during 2010 related to the Company’s outstanding performance units and restricted stock:

   
Nonvested Performance Units
   
Long-Term Restricted Stock
 
 
Nine months ended September 30, 2010
 
Number of Units
   
Weighted-Average Grant-Date Fair Value
   
 
 
Number of Units
   
Weighted-Average Grant-Date Fair Value
 
Nonvested at the beginning of the period
    54,225     $ 16.53       29,267     $ 13.59  
Granted during the period
                       
Vested during the period
                       
Forfeited or expired during the period
                       
Nonvested at end of period
    54,225     $ 16.53       29,267     $ 13.59  

Note 5 – Earnings Per Common Share

Basic earnings per common share were computed by dividing net income available to common shareholders by the weighted average common shares outstanding.  Diluted earnings per common share includes the potentially dilutive effects of the Company’s equity plans and the warrant issued to the U.S. Treasury in connection with the Company’s participation in the Treasury’s Capital Purchase Program – see Note 13 for additional information.  The following is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per common share:

   
For the Three Months Ended September 30,
 
   
2010
   
2009
 
 
($ in thousands except per
    share amounts)
 
Income
(Numer-
ator)
   
Shares
(Denom-
inator)
   
Per Share
Amount
   
Income
(Numer-
ator)
   
Shares
(Denom-
inator)
   
Per Share
Amount
 
                                     
Basic EPS
                                   
Net income available to common shareholders
  $ 2,821       16,779,554     $ 0.17     $ 5,387       16,664,544     $ 0.32  
                                                 
Effect of Dilutive Securities
    -       27,581               -       141,226          
                                                 
Diluted EPS per common share
  $ 2,821       16,807,135     $ 0.17     $ 5,387       16,805,770     $ 0.32  


   
For the Nine Months Ended September 30,
 
   
2010
   
2009
 
 
($ in thousands except per
    share amounts)
 
Income
(Numer-
ator)
   
Shares
(Denom-
inator)
   
Per Share
Amount
   
Income
(Numer-
ator)
   
Shares
(Denom-
inator)
   
Per Share
Amount
 
                                     
Basic EPS
                                   
Net income available to common shareholders
  $ 9,147       16,754,678     $ 0.55     $ 52,033       16,636,646     $ 3.13  
                                                 
Effect of Dilutive Securities
    -       29,354               -       38,003          
                                                 
Diluted EPS per common share
  $ 9,147       16,784,032     $ 0.54     $ 52,033       16,674,649     $ 3.12  
 
For the three and nine months ended September 30, 2010, there were 636,252 and 609,252 options, respectively, that were antidilutive because the exercise price exceeded the average market price for the period.  For the three and
 
 
Page 14

 
nine month periods ended September 30, 2009, there were 265,730 and 704,018 options, respectively, that were antidilutive because the exercise price exceeded the average market price for the period.  In addition, the warrant issued to the U.S. Treasury (see Note 13) was anti-dilutive for the three and nine months ended September 30, 2010 and 2009.  Antidilutive options and warrants have been omitted from the calculation of diluted earnings per share for the respective period.

Note 6 – Securities

The book values and approximate fair values of investment securities at September 30, 2010 and December 31, 2009 are summarized as follows:

   
September 30, 2010
   
December 31, 2009
 
   
Amortized
   
Fair
   
Unrealized
   
Amortized
   
Fair
   
Unrealized
 
($ in thousands)
 
Cost
   
Value
   
Gains
   
(Losses)
   
Cost
   
Value
   
Gains
   
(Losses)
 
                                                 
Securities available for sale:
 
 
               
 
               
 
       
Government-sponsored enterprise securities
  $ 16,028       16,267       239              36,106       36,518       412        
Mortgage-backed securities
    91,783       95,457       3,674             109,430       111,797       2,423       (56 )
Corporate bonds
    15,759       15,587       234       (406 )     15,769       14,436             (1,333 )
Equity securities
    15,435       15,736       342       (41 )     16,618       17,004       417       (31 )
Total available for sale
  $ 139,005       143,047       4,489       (447 )     177,923       179,755       3,252       (1,420 )
                                                                 
Securities held to maturity:
                                                               
State and local governments
  $ 51,654       54,293       2,639             34,394       34,928       612       (78 )
Other
    7       7                   19       19              
Total held to maturity
  $ 51,661       54,300       2,639             34,413       34,947       612       (78 )

Included in mortgage-backed securities at September 30, 2010 were collateralized mortgage obligations with an amortized cost of $3,414,000 and a fair value of $3,555,000.  Included in mortgage-backed securities at December 31, 2009 were collateralized mortgage obligations with an amortized cost of $5,413,000 and a fair value of $5,601,000.

The Company owned Federal Home Loan Bank stock with a cost and fair value of $15,336,000 and $16,519,000 at September 30, 2010 and December 31, 2009, respectively, which is included in equity securities above and serves as part of the collateral for the Company’s line of credit with the Federal Home Loan Bank.  The investment in this stock is a requirement for membership in the Federal Home Loan Bank system.

The following table presents information regarding securities with unrealized losses at September 30, 2010:


 
($ in thousands)
 
Securities in an Unrealized Loss Position for
 Less than 12 Months
   
Securities in an Unrealized Loss Position for
More than 12 Months
   
 
Total
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
Government-sponsored enterprise
securities
  $                                
Mortgage-backed securities
                                   
Corporate bonds
    2,040       11       5,472       395       7,512       406  
Equity securities
                30       41       30       41  
State and local governments
                                   
Total temporarily impaired securities
  $ 2,040       11       5,502       436       7,542       447  

 
Page 15

 
The following table presents information regarding securities with unrealized losses at December 31, 2009:

   
Securities in an Unrealized Loss Position for
 Less than 12 Months
   
Securities in an Unrealized Loss Position for
More than 12 Months
   
 
Total
 
(in thousands)
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
Government-sponsored enterprise securities
  $                                
Mortgage-backed securities
    9,575       56                   9,575       56  
Corporate bonds
    1,609       224       12,827       1,109       14,436       1,333  
Equity securities
    17       10       27       21       44       31  
State and local governments
    5,821       77       230       1       6,051       78  
Total temporarily impaired securities
  $ 17,022       367       13,084       1,131       30,106       1,498  

In the above tables, all of the non-equity securities that were in an unrealized loss position at September 30, 2010 and December 31, 2009 are bonds that the Company has determined are in a loss position due to interest rate factors, the overall economic downturn in the financial sector, and the broader economy in general.  The Company has evaluated the collectability of each of these bonds and has concluded that there is no other-than-temporary impairment. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost.  The Company has also concluded that each of the equity securities in an unrealized loss position at September 30, 2010 and December 31, 2009 was in such a position due to temporary fluctuations in the market prices of the securities.  The Company’s policy is to record an impairment charge for any of these equity securities that remain in an unrealized loss position for twelve consecutive months unless the amount is insignificant.

The aggregate carrying amount of cost-method investments was $15,343,000 and $16,538,000 at September 30, 2010 and December 31, 2009, respectively, which included the Federal Home Loan Bank stock discussed above.  The Company determined that none of its cost-method investments were impaired at either period end.

The book values and approximate fair values of investment securities at September 30, 2010, by contractual maturity, are summarized in the table below.  Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

   
Securities Available for Sale
   
Securities Held to Maturity
 
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
($ in thousands)
                         
Debt securities
                       
Due within one year
  $             148       156  
Due after one year but within five years
    16,028       16,267       1,638       1,699  
Due after five years but within ten years
    2,995       3,042       13,509       14,428  
Due after ten years
    12,764       12,545       36,366       38,017  
Mortgage-backed securities
    91,783       95,457              
Total debt securities
    123,570       127,311       51,661       54,300  
                                 
Equity securities
    15,435       15,736              
Total securities
  $ 139,005       143,047       51,661       54,300  

At September 30, 2010 and December 31, 2009, investment securities with book values of $90,018,000 and $85,438,000, respectively, were pledged as collateral for public and private deposits and securities sold under agreements to repurchase.

There were no securities sales during the nine months ended September 30, 2010 or 2009.  During the nine months ended September 30, 2010, the Company recorded a gain of $25,000 related to the call of three municipal securities.  
 
 
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During the nine months ended September 30, 2009, the Company recorded losses of $113,000 related to write-downs of the Company’s equity portfolio.
 
Note 7 – Loans and Asset Quality Information

On June 19, 2009 the Company acquired substantially all of the assets and liabilities of Cooperative Bank.  (See the Company’s 2009 Annual Report on Form 10-K for more information regarding this transaction.)  The loans and foreclosed real estate that were acquired in this transaction are covered by loss share agreements between the FDIC and the Company’s banking subsidiary, First Bank, which afford First Bank significant loss protection.  Under the loss share agreements, the FDIC will cover 80% of covered loan and foreclosed real estate losses up to $303 million and 95% of losses that exceed that amount.  Because of the loss protection provided by the FDIC, the risk of the Cooperative Bank loans and foreclosed real estate are significantly different from those assets not covered under the loss share agreements.  Accordingly, the Company presents separately loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreements as “non-covered loans.”

The following is a summary of the major categories of total loans outstanding:

 
($ in thousands)
 
September 30, 2010
   
December 31, 2009
   
September 30, 2009
 
   
Amount
   
Percentage
   
Amount
   
Percentage
   
Amount
   
Percentage
 
All  loans (non-covered and covered):
                                   
                                     
Commercial, financial, and agricultural
  $ 160,824       7 %   $ 173,611       7 %   $ 175,062       6 %
Real estate – construction, land development & other land loans
    473,446       19 %     551,714       21 %     630,358       23 %
Real estate – mortgage – residential (1-4 family) first mortgages
    810,794       32 %     849,875       32 %     831,103       31 %
Real estate – mortgage – home equity loans / lines of credit
    266,608       11 %     270,054       10 %     275,753       10 %
Real estate – mortgage – commercial and other
    713,794       28 %     718,723       27 %     722,008       27 %
Installment loans to individuals
    83,846       3 %     88,514       3 %     91,395       3 %
Subtotal
    2,509,312       100 %     2,652,491       100 %     2,725,679       100 %
Unamortized net deferred loan costs
    862               374               421          
Total loans
  $ 2,510,174             $ 2,652,865             $ 2,726,100          
 
As of September 30, 2010, December 31, 2009, and September 30, 2009, net loans include an unamortized premium of $736,000, $883,000 and $932,000, respectively, on loans acquired from Great Pee Dee Bancorp (“Great Pee Dee”).

 
Page 17

 
The following is a summary of the major categories of non-covered loans outstanding:

 
($ in thousands)
 
September 30, 2010
   
December 31, 2009
   
September 30, 2009
 
   
Amount
   
Percentage
   
Amount
   
Percentage
   
Amount
   
Percentage
 
Non-covered loans:
                                   
                                     
Commercial, financial, and agricultural
  $ 155,498       7 %   $ 164,225       8 %   $ 165,842       8 %
Real estate – construction, land
development & other land loans
    370,805       18 %     408,458       19 %     418,437       19 %
Real estate – mortgage – residential (1-4
family) first mortgages
    615,681       29 %     594,470       28 %     589,712       27 %
Real estate – mortgage – home equity loans
/ lines of credit
    243,092       12 %     247,995       11 %     249,650       12 %
Real estate – mortgage – commercial and
other
    629,316       30 %     632,985       30 %     637,713       30 %
Installment loans to individuals
    81,185       4 %     84,336       4 %     85,840       4 %
Subtotal
    2,095,577       100 %     2,132,469       100 %     2,147,194       100 %
Unamortized net deferred loan costs
    862               374               421          
Total non-covered loans
  $ 2,096,439             $ 2,132,843             $ 2,147,615          

The carrying amount of the covered loans at September 30, 2010 consisted of impaired and nonimpaired purchased loans, as follows:

($ in thousands)
 
Impaired Purchased
Loans
   
Nonimpaired Purchased
Loans
   
Total Covered
Loans
   
Unpaid Principal Balance
 
Covered loans:
                       
                         
Commercial, financial, and agricultural
  $       5,326       5,326       6,491  
Real estate – construction, land development & other land loans
    4,602       98,039       102,641       166,289  
Real estate – mortgage – residential (1-4 family) first mortgages
          195,113       195,113       229,965  
Real estate – mortgage – home equity loans / lines of credit
          23,516       23,516       26,755  
Real estate – mortgage – commercial and other
    3,232       81,246       84,478       108,894  
Installment loans to individuals
          2,661       2,661       2,952  
Total
  $ 7,834       405,901       413,735       541,346  

The carrying amount of covered loans at December 31, 2009 was as follows:

($ in thousands)
 
Impaired Purchased
Loans
   
Nonimpaired Purchased
Loans
   
Total Covered
Loans
   
Unpaid Principal Balance
 
Covered loans:
                       
                         
Commercial, financial, and agricultural
  $       9,386       9,386       12,406  
Real estate – construction, land development & other land loans
    29,479       113,777       143,256       254,897  
Real estate – mortgage – residential (1-4 family) first mortgages
          255,405       255,405       329,141  
Real estate – mortgage – home equity loans / lines of credit
          22,059       22,059       24,504  
Real estate – mortgage – commercial and other
    4,971       80,767       85,738       108,908  
Installment loans to individuals
          4,178       4,178       4,673  
Total
  $ 34,450       485,572       520,022       734,529  

 
Page 18


The following table presents information regarding purchased nonimpaired loans at the Cooperative Bank acquisition date of June 19, 2009 and changes from that date to September 30, 2010.  The amounts include principal only and do not reflect accrued interest as of the date of the acquisition or beyond.

($ in thousands)
Contractual loan principal payments receivable
  $ 738,182  
Fair market value adjustment
    (194,460 )
Fair value of purchased nonimpaired loans at June 19, 2009
    543,722  
Principal repayments
    (45,670 )
Transfers to foreclosed real estate
    (13,949 )
Accretion of loan discount
    1,469  
Carrying amount of nonimpaired Cooperative Bank loans at December 31, 2009
    485,572  
Principal repayments
    (30,876 )
Transfers to foreclosed real estate
    (53,169 )
Accretion of loan discount
    4,374  
Carrying amount of nonimpaired Cooperative Bank loans at September 30, 2010
  $ 405,901  

As reflected in the table above, the Company accreted $4,374,000 of the loan discount on purchased nonimpaired loans into interest income during the first nine months of 2010 in order to recognize the difference between the initial recorded investment and the loans’ expected repayment amounts.

The following table presents information regarding purchased impaired loans at the Cooperative Bank acquisition date of June 19, 2009 and changes from that date to September 30, 2010.  The Company has applied the cost recovery method to all purchased impaired loans at the acquisition date of June 19, 2009 due to the uncertainty as to the timing of expected cash flows as reflected in the following table.

($ in thousands)
Contractually required principal payments receivable
  $ 90,776  
Nonaccretable difference
    (33,394 )
Present value of cash flows expected to be collected
    57,382  
Accretable difference
     
Fair value of purchased impaired loans at June 19, 2009
    57,382  
Transfer to foreclosed real estate
    (22,932 )
Carrying amount of impaired Cooperative Bank loans at December 31, 2009
    34,450  
Principal repayments
    (482 )
Transfer to foreclosed real estate
    (26,042 )
Change due to loan-charge-off
    (320 )
Other
    228  
Carrying amount of impaired Cooperative Bank loans at September 30, 2010
  $ 7,834  

 
Page 19


The following table presents information regarding all purchased impaired loans, which includes the Company’s acquisition of Great Pee Dee on April 1, 2008, and the Company’s acquisition of certain assets and liabilities of Cooperative Bank on June 19, 2009:

($ in thousands)
 
 
 
Purchased Impaired Loans
 
 
Contractual Principal Receivable
   
Fair Market Value Adjustment – Write Down (Nonaccretable Difference)
   
 
 
Carrying
Amount
 
As of April 1, 2008 Great Pee Dee acquisition date
  $ 7,663       4,695       2,968  
Additions due to borrower advances
    663             663  
Change due to payments received
    (510 )           (510 )
Change due to legal discharge of debt
    (102 )     (102 )      
Balance at December 31, 2008
    7,714       4,593       3,121  
Additions due to acquisition of Cooperative Bank
    90,776       33,394       57,382  
Change due to payments received
    (822 )     (150 )     (672 )
Transfer to foreclosed real estate
    (31,102 )     (7,817 )     (23,285 )
Change due to loan charge-off
    (27,273 )     (26,778 )     (495 )
Balance at December 31, 2009
    39,293       3,242       36,051  
Change due to payments received
    (678 )           (678 )
Transfer to foreclosed real estate
    (26,042 )           (26,042 )
Change due to loan charge-off
    (945 )     (625 )     (320 )
Other
    (59 )     (286 )     227  
Balance at September 30, 2010
  $ 11,569       2,331       9,238  
                         

Each of the purchased impaired loans are on nonaccrual status and considered to be impaired.  Because of the uncertainty of the expected cash flows, the Company is accounting for each purchased impaired loan under the cost recovery method, in which all cash payments are applied to principal.  Thus, there is no accretable yield associated with the above loans.  Through September 30, 2010, the Company has received $67,000 in payments that exceeded the initial carrying amount of the purchased impaired loans.  These payments were recorded as interest income.

Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and other real estate.  Nonperforming assets are summarized as follows:

 
ASSET QUALITY DATA ($ in thousands)
 
September 30, 2010
   
December 31,
 2009
   
September 30, 2009
 
                   
Non-covered nonperforming assets
                 
Nonaccrual loans
  $ 80,318       62,206       51,015  
Restructured loans
    20,447       21,283       6,963  
Accruing loans >90 days past due
                 
Total non-covered nonperforming loans
    100,765       83,489       57,978  
Other real estate
    17,475       8,793       7,549  
Total non-covered nonperforming assets
  $ 118,240       92,282       65,527  
                         
Covered nonperforming assets (1)
                       
Nonaccrual loans (2)
  $ 75,116       117,916       122,308  
Restructured loans
    4,160              
Accruing loans > 90 days past due
                 
Total covered nonperforming loans
    79,276       117,916       122,308  
Other real estate
    101,389       47,430       10,439  
Total covered nonperforming assets
  $ 180,665       165,346       132,747  
                         
Total nonperforming assets
  $ 298,905       257,628       198,274  
 
(1)  Covered nonperforming assets consist of assets that are included in loss-share agreements with the FDIC.
(2)  At September 30, 2010, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $103.9 million.
 
 
Page 20


The following table presents information related to impaired loans, as defined by relevant accounting standards.

 
($ in thousands)
 
As of /for the nine months ended September 30, 2010
   
As of /for the year ended
December 31,
2009
   
As of /for the nine months ended September 30, 2009
 
Impaired loans at period end
                 
Non-covered
  $ 100,765       55,574       35,771  
Covered
    79,276       94,746       71,083  
Total impaired loans at period end
  $ 180,041       150,320       106,854  
                         
Average amount of impaired loans for period
                       
Non-covered
  $ 85,126       36,171       25,805  
Covered
    99,391       34,161       32,116  
Average amount of impaired loans for period – total
  $ 184,517       70,332       57,921  
                         
Allowance for loan losses related to impaired loans at period end (1)
  $ 15,767       9,717       6,360  
                         
Amount of impaired loans with no related allowance at period end
                       
Non-covered
  $ 24,473       30,236       14,143  
Covered
    79,276       94,746       71,083  
Total impaired loans with no related allowance at period end
  $ 103,749       124,982       85,226  
 
 
(1)  Relates entirely to non-covered loans.

All of the impaired loans noted in the table above were on nonaccrual status at each respective period end except for those classified as restructured loans (see previous table above for balances).

 
Page 21


Note 8 – Deferred Loan Costs

The amount of loans shown on the Consolidated Balance Sheets includes net deferred loan costs of approximately $862,000, $374,000, and $421,000 at September 30, 2010, December 31, 2009, and September 30, 2009, respectively.

Note 9 – Goodwill and Other Intangible Assets

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of September 30, 2010, December 31, 2009, and September 30, 2009 and the carrying amount of unamortized intangible assets as of those same dates.  The Company recorded $284,000 in customer lists intangibles in connection with the acquisition of an insurance agency in February 2010.

   
September 30, 2010
   
December 31, 2009
   
September 30, 2009
 
 
($ in thousands)
 
Gross Carrying Amount
   
Accumulated Amortization
   
Gross Carrying Amount
   
Accumulated
Amortization
   
Gross Carrying Amount
   
Accumulated
Amortization
 
Amortizable intangible
assets:
                                   
Customer lists
  $ 678       282       394       241       394       234  
Core deposit premiums
    7,590       3,244       7,590       2,630       7,590       2,420  
Total
  $ 8,268       3,526       7,984       2,871       7,984       2,654  
                                                 
Unamortizable intangible assets:
                                               
Goodwill
  $ 65,835               65,835               65,835          

Amortization expense totaled $219,000 and $218,000 for the three months ended September 30, 2010 and 2009, respectively.  Amortization expense totaled $654,000 and $414,000 for the nine months ended September 30, 2010 and 2009, respectively.

The following table presents the estimated amortization expense for the last quarter of 2010 and for each of the four calendar years ending December 31, 2014 and the estimated amount amortizable thereafter.  These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets.

 
($ in thousands)
 
Estimated Amortization
Expense
 
October 1 to December 31, 2010
  $ 220  
2011
    864  
2012
    853  
2013
    742  
2014
    639  
Thereafter
    1,425  
Total
  $ 4,743  
         
 
 
 
Page 22


Note 10 – Pension Plans

The Company sponsors two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which is generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”), which is for the benefit of certain senior management executives of the Company.

The Company recorded pension expense totaling $806,000 and $937,000 for the three months ended September 30, 2010 and 2009, respectively, related to the Pension Plan and the SERP.  The following table contains the components of the pension expense.


   
For the Three Months Ended September 30,
 
   
2010
   
2009
   
2010
   
2009
   
2010 Total
   
2009 Total
 
($ in thousands)
 
Pension Plan
   
Pension Plan
   
SERP
   
SERP
   
Both Plans
   
Both Plans
 
Service cost – benefits earned during the period
  $ 454       422       70       116       524       538  
Interest cost
    410       340       98       82       508       422  
Expected return on plan assets
    (399 )     (250 )                 (399 )     (250 )
Amortization of transition obligation
          1                         1  
Amortization of net (gain)/loss
    139       191       25       27       164       218  
Amortization of prior service cost
    4       3       5       5       9       8  
Net periodic pension cost
  $ 608       707       198       230       806       937  

The Company recorded pension expense totaling $2,372,000 and $2,810,000 for the nine months ended September 30, 2010 and 2009, respectively, related to the Pension Plan and the SERP.  The following table contains the components of the pension expense.

   
For the Nine Months Ended September 30,
 
   
2010
   
2009
   
2010
   
2009
   
2010 Total
   
2009 Total
 
($ in thousands)
 
Pension Plan
   
Pension Plan
   
SERP
   
SERP
   
Both Plans
   
Both Plans
 
Service cost – benefits earned during the period
  $ 1,302       1,266       306       348       1,608       1,614  
Interest cost
    1,166       1,020       283       246       1,449       1,266  
Expected return on plan assets
    (1,109 )     (749 )                 (1,109 )     (749 )
Amortization of transition obligation
    2       3                   2       3  
Amortization of net (gain)/loss
    337       571       61       81       398       652  
Amortization of prior service cost
    10       9       14       15       24       24  
Net periodic pension cost
  $ 1,708       2,120       664       690       2,372       2,810  

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to provide the Company with the maximum deduction for income tax purposes.  The contributions are invested to provide for benefits under the Pension Plan.  The Company has contributed $2,500,000 to the Pension Plan in 2010.  During 2009, the Company amended the Pension Plan to prohibit new entrants into the plan.

The Company’s funding policy with respect to the SERP is to fund the related benefits from the operating cash flow of the Company.
 
 
Page 23


Note 11 – Comprehensive Income

Comprehensive income is defined as the change in equity during a period for non-owner transactions and is divided into net income and other comprehensive income.  Other comprehensive income includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards.  The components of accumulated other comprehensive income (loss) for the Company are as follows:

   
September 30,
2010
   
December 31,
 2009
   
September 30,
2009
 
Unrealized gain (loss) on securities available for sale
  $ 4,042       1,832        1,567  
Deferred tax asset (liability)
    (1,576 )     (715 )     (611 )
Net unrealized gain (loss) on securities available for sale
    2,466       1,117       956  
                         
Additional pension liability
    (8,740 )     (9,164 )     (13,014 )
Deferred tax asset
    3,452       3,620       5,105  
Net additional pension liability
    (5,288 )     (5,544 )     (7,909 )
                         
Total accumulated other comprehensive income (loss)
  $ (2,822 )     (4,427 )     (6,953 )

Note 12 – Fair Value

The carrying amounts and estimated fair values of financial instruments at September 30, 2010 and December 31, 2009 are as follows:

   
September 30, 2010
   
December 31, 2009
 
 
($ in thousands)
 
Carrying
Amount
   
Estimated
Fair Value
   
Carrying
Amount
   
Estimated
Fair Value
 
                         
Cash and due from banks, noninterest-bearing
  $ 51,812       51,812       60,071       60,071  
Due from banks, interest-bearing
    246,771       246,771       283,175       283,175  
Federal funds sold
    21,092       21,092       7,626       7,626  
Securities available for sale
    143,047       143,047       179,755       179,755  
Securities held to maturity
    51,661       54,300       34,413       34,947  
Presold mortgages in process of settlement
    3,226       3,226       3,967       3,967  
Loans, net of allowance
    2,465,175       2,481,001       2,615,522       2,583,289  
FDIC loss share receivable
    93,125       92,433       143,221       141,253  
Accrued interest receivable
    13,135       13,135       14,783       14,783  
                                 
Deposits
    2,751,482       2,757,247       2,933,108       2,942,539  
Securities sold under agreements to repurchase
    68,157       68,157       64,058       64,058  
Borrowings
    158,907       131,461       176,811       141,176  
Accrued interest payable
    2,421       2,421       3,054       3,054  

Fair value methods and assumptions are set forth below for the Company’s financial instruments.

Cash and Due from Banks, Federal Funds Sold, Presold Mortgages in Process of Settlement, Accrued Interest Receivable, and Accrued Interest Payable - The carrying amounts approximate their fair value because of the short maturity of these financial instruments.

Available for Sale and Held to Maturity Securities - Fair values are based on quoted market prices, where available.  If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

 
Page 24

 
Loans – Fair values are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, financial and agricultural, real estate construction, real estate mortgages and installment loans to individuals.  Each loan category is further segmented into fixed and variable interest rate terms.  The fair value for each category is determined by discounting scheduled future cash flows using current interest rates offered on loans with similar risk characteristics.  Fair values for impaired loans are estimated based on discounted cash flows or underlying collateral values, where applicable.

FDIC Loss Share Receivable – Fair value is equal to the FDIC reimbursement rate of the expected losses to be incurred and reimbursed by the FDIC and then discounted over the estimated period of receipt.

Deposits and Securities Sold Under Agreements to Repurchase - The fair value of securities sold under agreements to repurchase and deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, NOW, and money market accounts, is equal to the amount payable on demand as of the valuation date.  The fair value of certificates of deposit is based on the discounted value of contractual cash flows.  The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Borrowings - The fair value of borrowings is based on the discounted value of contractual cash flows.  The discount rate is estimated using the rates currently offered by the Company’s lenders for debt of similar remaining maturities.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Significant assets and liabilities that are not considered financial assets or liabilities include net premises and equipment, intangible and other assets such as foreclosed properties, deferred income taxes, prepaid expense accounts, income taxes currently payable and other various accrued expenses.  In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

Relevant accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1:  Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2:  Quoted prices for similar instruments in active or non-active markets and model-derived valuations in which all significant inputs are observable in active markets.

Level 3:  Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
 
 
Page 25


The following table summarizes the Company’s assets and liabilities that were measured at fair value at September 30, 2010.

($ in thousands)
           
   
Fair Value at Sept. 30, 2010
   
Quoted Prices in Active Markets for Identical Assets (Level 1)
   
Significant Other Observable Inputs (Level 2)
   
Significant Unobservable Inputs (Level 3)
 
Recurring
                       
Securities available for sale:
 
 
                   
Government-sponsored enterprise securities
  $ 16,267     $ ––     $ 16,267     $  
Mortgage-backed securities
    95,457       ––       95,457       ––  
Corporate bonds
    15,587       ––       15,587       ––  
Equity securities
    15,736       400       15,336       ––  
Total available for sale securities
    143,047       400       142,647       ––  
                                 
Nonrecurring
                               
Impaired loans – covered
  $ 79,276     $     $ 79,276     $  
Impaired loans – non-covered
    100,765       ––       100,765       ––  
Other real estate – covered
    101,389             101,389        
Other real estate – non-covered
    17,475       ––       17,475       ––  
                                 

The following table summarizes the Company’s assets and liabilities that were measured at fair value at December 31, 2009.

($ in thousands)
           
   
Fair Value at Dec. 31, 2009
   
Quoted Prices in Active Markets for Identical Assets (Level 1)
   
Significant Other Observable Inputs (Level 2)
   
Significant Unobservable Inputs (Level 3)
 
Recurring
                       
Securities available for sale:
 
 
                   
Government-sponsored enterprise securities
  $ 36,518     $ ––     $ 36,518     $  
Mortgage-backed securities
    111,797       ––       111,797       ––  
Corporate bonds
    14,436       ––       14,436       ––  
Equity securities
    17,004       485       16,519       ––  
Total available for sale securities
    179,755       485       179,270       ––  
                                 
Nonrecurring
                               
Impaired loans – covered
  $ 94,746     $     $ 94,746     $  
Impaired loans – non-covered
    45,857       ––       45,857       ––  
Other real estate – covered
    47,430             47,430        
Other real estate – non-covered
    8,793       ––       8,793       ––  

The following is a description of the valuation methodologies used for instruments measured at fair value.

Securities When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy.  Level 1 securities for the Company include certain equity securities.  If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy.  For the Company, Level 2 securities include mortgage backed securities, collateralized mortgage obligations,
 
 
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government sponsored enterprise securities, and corporate bonds.   In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
Impaired loans Fair values for impaired loans in the above table are collateral dependent and are estimated based on underlying collateral values, which are then adjusted for the cost related to liquidation of the collateral.

Other real estate – Other real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs.  At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses.

    There were no transfers to or from Level 1 and 2 during the three or nine months ended September 30, 2010.
 
    For the nine months ended September 30, 2010, the increase in the fair value of securities available for sale was $2,210,000 which is included in other comprehensive income (net of tax expense of $861,000).  For the nine months ended September 30, 2009, the increase in the fair value of securities available for sale was $1,293,000 which is included in other comprehensive income (net of tax benefit of $504,000).  Fair value measurement methods at September 30, 2010 are consistent with those used in prior reporting periods.

 
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Note 13 – Participation in the U.S. Treasury Capital Purchase Program

On January 9, 2009, the Company completed the sale of $65 million of Series A preferred stock to the United States Treasury Department (Treasury) under the Treasury’s Capital Purchase Program.  The program was designed to attract broad participation by healthy banking institutions to help stabilize the financial system and increase lending for the benefit of the U.S. economy.

Under the terms of the stock purchase agreement, the Treasury received (i) 65,000 shares of fixed rate cumulative perpetual preferred stock with a liquidation value of $1,000 per share and (ii) a warrant to purchase 616,308 shares of the Company’s common stock, no par value, in exchange for $65 million.
 
The preferred stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% for the first five years, and 9% thereafter.  Subject to regulatory approval, the Company is generally permitted to redeem the preferred shares at par plus unpaid dividends.
 
The warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price equal to $15.82 per share.  The Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the warrant.
     
The Company allocated the $65 million in proceeds to the preferred stock and the common stock warrant based on their relative fair values.  To determine the fair value of the preferred stock, the Company used a discounted cash flow model that assumed redemption of the preferred stock at the end of year five.  The discount rate utilized was 13% and the estimated fair value was determined to be $36.2 million.  The fair value of the common stock warrant was estimated to be $2.8 million using the Black-Scholes option pricing model with the following assumptions:
    
Expected dividend yield
    4.83 %
Risk-free interest rate
    2.48 %
Expected life
 
10 years
 
Expected volatility
    35.00 %
Weighted average fair value
  $ 4.47  

The aggregate fair value result for both the preferred stock and the common stock warrant was determined to be $39.0 million, with 7% of this aggregate total attributable to the warrant and 93% attributable to the preferred stock.  Therefore, the $65 million issuance was allocated with $60.4 million being assigned to the preferred stock and $4.6 million being assigned to the common stock warrant.

The $4.6 million difference between the $65 million face value of the preferred stock and the $60.4 million allocated to it upon issuance was recorded as a discount on the preferred stock.  The $4.6 million discount will be accreted, using the effective interest method, as a reduction in net income available to common shareholders over the next four years at approximately $0.8 million to $1.0 million per year.

For the first nine months of 2010 and 2009, the Company accrued approximately $2,438,000 and $2,356,000, respectively, in preferred dividend payments and accreted $643,000 and $602,000, respectively, of the discount on the preferred stock.  These amounts are deducted from net income in computing “Net income available to common shareholders.”

Note 14 – Subsequent Event

On October 28, 2010, the Company completed the purchase from the FDIC of premises and equipment in the amount of $12.8 million related to Cooperative Bank.  In accordance with the purchase and assumption agreement, the Company had been renting the Cooperative Bank facilities from the FDIC since June 2009.
 
 
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Item 2 - Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition

CRITICAL ACCOUNTING POLICIES

We follow and apply accounting principles that conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry.  Certain of these principles involve a significant amount of judgment and/or use of estimates based on our best assumptions at the time of the estimation.  We have identified three policies as being more sensitive in terms of judgments and estimates, taking into account their overall potential impact on our consolidated financial statements – 1) the allowance for loan losses, 2) intangible assets, and 3) valuation of acquired assets.

Allowance for Loan Losses

Due to the estimation process and the potential materiality of the amounts involved, we have identified the accounting for the allowance for loan losses and the related provision for loan losses as an accounting policy critical to our consolidated financial statements.  The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance considered adequate to absorb losses inherent in the portfolio.

Our determination of the adequacy of the allowance is based primarily on a mathematical model that estimates the appropriate allowance for loan losses.  This model has two components.  The first component involves the estimation of losses on loans defined as “impaired loans.”  A loan is considered to be impaired when, based on current information and events, it is probable we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The estimated valuation allowance is the difference, if any, between the loan balance outstanding and the value of the impaired loan as determined by either 1) an estimate of the cash flows that we expect to receive from the borrower discounted at the loan’s effective rate, or 2) in the case of a collateral-dependent loan, the fair value of the collateral.

The second component of the allowance model is an estimate of losses for all loans not considered to be impaired loans.  Loans that we have classified as having “standard” credit risk are segregated by loan type, and estimated loss percentages are assigned to each loan type, based on the historical losses, current economic conditions, and operational conditions specific to each loan type.   Loans that we have risk-graded as having more than “standard” risk but not considered to be impaired are segregated between those relationships with outstanding balances exceeding $500,000 and those that are less than that amount.  For those loan relationships with outstanding balances exceeding $500,000, we review the attributes of each individual loan and assign any necessary loss reserve based on various factors including payment history, borrower strength, collateral value, and guarantor strength.  For loan relationships less than $500,000 with more than standard risk but not considered to be impaired, loss percentages are based on a multiple of the estimated loss rate for loans of a similar loan type with normal risk.  The multiples assigned vary by type of loan, depending on risk, and we have consulted with an external credit review firm in assigning those multiples.

The reserve estimated for impaired loans is then added to the reserve estimated for all other loans.  This becomes our “allocated allowance.”  In addition to the allocated allowance derived from the model, we also evaluate other data such as the ratio of the allowance for loan losses to total loans, net loan growth information, nonperforming asset levels and trends in such data.  Based on this additional analysis, we may determine that an additional amount of allowance for loan losses is necessary to reserve for probable losses.  This additional amount, if any, is our “unallocated allowance.”  The sum of the allocated allowance and the unallocated allowance is compared to the actual allowance for loan losses recorded on our books and any adjustment necessary for the recorded allowance to equal the computed allowance is recorded as a provision for loan losses.  The provision for loan losses is a direct charge to earnings in the period recorded.
 
 
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Loans covered under loss share agreements with the FDIC are recorded at fair value at acquisition date.  Therefore, amounts deemed uncollectible at acquisition date become a part of the fair value calculation and are excluded from the allowance for loan losses.  Subsequent decreases in the amount expected to be collected result in a provision for loan losses with a corresponding increase in the allowance for loan losses.  Subsequent increases in the amount expected to be collected result in a reversal of any previously recorded provision for loan losses and related allowance for loan losses, or prospective adjustment to the accretable yield if no provision for loan losses had been recorded.  Proportional adjustments are also recorded to the FDIC receivable under the loss share agreements.

Although we use the best information available to make evaluations, future material adjustments may be necessary if economic, operational, or other conditions change.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses.  Such agencies may require us to recognize additions to the allowance based on the examiners’ judgment about information available to them at the time of their examinations.

For further discussion, see “Nonperforming Assets” and “Summary of Loan Loss Experience” below.

Intangible Assets

Due to the estimation process and the potential materiality of the amounts involved, we have also identified the accounting for intangible assets as an accounting policy critical to our consolidated financial statements.

When we complete an acquisition transaction, the excess of the purchase price over the amount by which the fair market value of assets acquired exceeds the fair market value of liabilities assumed represents an intangible asset.  We must then determine the identifiable portions of the intangible asset, with any remaining amount classified as goodwill.  Identifiable intangible assets associated with these acquisitions are generally amortized over the estimated life of the related asset, whereas goodwill is tested annually for impairment, but not systematically amortized.  Assuming no goodwill impairment, it is beneficial to our future earnings to have a lower amount assigned to identifiable intangible assets and higher amount of goodwill as opposed to having a higher amount considered to be identifiable intangible assets and a lower amount classified as goodwill.

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangible, whereas when we acquire an insurance agency, the primary identifiable intangible asset is the value of the acquired customer list.  Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions:  customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates.  We typically engage a third-party consultant to assist in each analysis.  For the whole bank and bank branch acquisitions recorded to date, the core deposit intangibles have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization.  For insurance agency acquisitions, the identifiable intangible assets related to the customer lists were determined to have a life of ten to fifteen years, with amortization occurring on a straight-line basis.

Subsequent to the initial recording of the identifiable intangible assets and goodwill, we amortize the identifiable intangible assets over their estimated average lives, as discussed above.  In addition, on at least an annual basis, goodwill is evaluated for impairment by comparing the fair value of our reporting units to their related carrying value, including goodwill (our community banking operation is currently our only material reporting unit).  At our last evaluation, the fair value of our community banking operation exceeded its carrying value, including goodwill.  If the carrying value of a reporting unit were ever to exceed its fair value, we would determine whether the implied fair value of the goodwill, using a discounted cash flow analysis, exceeded the carrying value of the goodwill.  If the carrying value of the goodwill exceeded the implied fair value of the goodwill, an impairment loss would be recorded in an amount equal to that excess.  Performing such a discounted cash flow analysis would involve the significant use of estimates and assumptions.

 
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We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.

Fair Value and Discount Accretion of Acquired Loans

We consider the determination of the initial fair value of loans acquired in the June 19, 2009, FDIC-assisted transaction with Cooperative Bank, the initial fair value of the related FDIC loss share receivable, and the subsequent discount accretion of the purchased loans to involve a high degree of judgment and complexity.  The carrying values of the acquired loans and the FDIC loss share receivable reflect management’s best estimate of the amount to be realized on each of these assets.  We determined current fair value accounting estimates of the assumed assets and liabilities in accordance with relevant accounting guidance.  However, the amount that we realize on these assets could differ materially from the carrying value reflected in our financial statements, based upon the timing of collections on the acquired loans in future periods.  To the extent the actual values realized for the acquired loans are different from the estimates, the FDIC loss share receivable will generally be impacted in an offsetting manner due to the loss-sharing support from the FDIC.

Because of the inherent credit losses associated with the acquired loans, the amount that we recorded as the fair values for the loans was less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans.  We have initially applied the cost recovery method permitted by relevant accounting guidance to all purchased impaired loans due to the uncertainty as to the timing of expected cash flows.  This will result in the recognition of interest income on these impaired loans only when the cash payments received from the borrower exceed the recorded net book value of the related loans.

For nonimpaired purchased loans, we have elected to accrete the discount in a manner consistent with the guidance for accounting for loan origination fees and costs.

Current Accounting Matters

See Note 2 to the Consolidated Financial Statements above for information about accounting standards that we have recently adopted.

RESULTS OF OPERATIONS

Overview

Net income available to common shareholders for the three and nine months ended September 30, 2010 amounted to $2.8 million, or $0.17 per diluted common share, and $9.1 million, or $0.54 per diluted common, respectively.  For the three and nine months ended September 30, 2009, we reported earnings of $5.4 million, or $0.32 per diluted common share, and $52.0 million, or $3.12 per diluted common share, respectively.

In the second quarter of 2009, we realized a $67.9 million gain related to the acquisition of Cooperative Bank in Wilmington, North Carolina.  This gain resulted from the difference between the purchase price and the acquisition date fair value of the acquired assets and liabilities.  The after-tax impact of this gain was $41.1 million, or $2.46 per diluted common share.
 
 
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Net Interest Income and Net Interest Margin

Net interest income for the third quarter of 2010 amounted to $31.1 million, a 1.8% increase over the third quarter of 2009.  This increase was due to a higher net interest margin, which was partially offset by a lower level of earning assets due to a contraction of the balance sheet over the past twelve months (see below).

Net interest income for the nine months ended September 30, 2010 amounted to $93.8 million, a 23.3% increase over the comparable period of 2009.  This increase was due to a higher net interest margin, as well as balance sheet growth realized from the June 2009 Cooperative Bank acquisition, which had approximately $900 million in assets on the date of acquisition.

Our net interest margin (tax-equivalent net interest income divided by average earnings assets) in the third quarter of 2010 was 4.30%, a 47 basis point increase from the 3.83% margin realized in the third quarter of 2009.  For the nine months ended September 30, 2010, our net interest margin was 4.27%, a 51 basis point increase compared to 3.76% for the comparable period of 2009.  The primary reason for the higher net interest margins in 2010 is that we have been able to lower rates on maturing time deposits that were originated in periods of higher interest rates.  Also, we have experienced declines in our levels of higher cost deposit accounts.

Provision for Loan Losses and Asset Quality

Our provision for loan losses amounted to $8.4 million in the third quarter of 2010 compared to $8.0 million in the second quarter of 2010 and $5.2 million in the third quarter of 2009.  Our provision for loan losses for the nine months ended September 30, 2010 was $24.0 million compared to $13.6 million for the comparable period in 2009.  The higher provisions for loan losses are a result of higher levels of classified and nonperforming assets and the impact of declining real estate values on the our collateral dependent real estate loans.

Our non-covered nonperforming assets (which excludes assets covered by loss share agreements with the FDIC) amounted to $118 million at September 30, 2010, compared to $108 million at June 30, 2010 and $66 million at September 30, 2009.   At September 30, 2010, the ratio of non-covered nonperforming assets to total non-covered assets was 4.16%, compared to 3.89% at June 30, 2010, and 2.23% at September 30, 2009.

Our ratio of annualized net charge-offs to average non-covered loans was 1.06% for the third quarter of 2010 compared to 1.04% in the second quarter of 2010 and 0.72% in the third quarter of 2009.

Noninterest Income

Total noninterest income was $4.0 million in the third quarter of 2010 compared to $5.7 million for the third quarter of 2009.  The decline in 2010 was primarily a result of a $0.5 million decline in service charges on deposits and $1.4 million in other losses (primarily write-downs, as described below).  The decline in service charges on deposits is primarily due to lower insufficient fund fee charges, which declined during the third quarter of 2010 as a result of fewer instances of customers overdrawing their accounts.  This was partially a result of new regulations that took effect in the third quarter of 2010 that limit our ability make overdraft loans and charge overdraft fees unless the customer has opted-in for such protection.

Total noninterest income for the nine months ended September 30, 2010 was $14.2 million, compared to $83.3 million for the nine months ended September 30, 2009.  The year-to-date period in 2009 includes the $67.9 million gain discussed above related to the June 2009 acquisition of Cooperative Bank.  Most other categories of noninterest income increased as a result of the larger customer base that resulted from the Cooperative Bank acquisition.

For the three and nine months ended September 30, 2010, we recorded $1.3 million and $2.5 million, respectively, in write-downs (net of FDIC reimbursable amounts) on foreclosed properties covered by FDIC loss
 
 
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sharing agreements, which is included in “Other gains (losses)” in the accompanying schedules.  The write-downs were necessary as a result of updated appraisals obtained on foreclosed real estate properties during the respective periods.

Noninterest Expenses

     Noninterest expenses amounted to $20.7 million in the third quarter of 2010, a 1.2% decrease from the $21.0 million recorded in the same period of 2009.  Noninterest expenses for the nine months ended September 30, 2010 amounted to $64.9 million, a 15.8% increase from the $56.1 million recorded in the first nine months of 2009.  This increase is attributable to incremental operating expenses associated with the Cooperative Bank acquisition that occurred in the second quarter of 2009.  Included in other operating expenses for the first nine months of 2010 are approximately $1.8 million in costs (net of FDIC reimbursements) associated with collection activities on loans and foreclosed properties covered by FDIC loss sharing agreements, compared to $0.1 million for the first nine months of 2009.

Balance Sheet and Capital

Total assets at September 30, 2010 amounted to $3.4 billion, a 4.7% decrease from a year earlier.  Total loans at September 30, 2010 amounted to $2.5 billion, a 7.9% decrease from a year earlier, and total deposits amounted to $2.8 billion at September 30, 2010, a 5.8% decrease from a year earlier.  The contraction of our balance sheet has been primarily a result of weak loan demand, which has allowed us to lessen our reliance on higher cost sources of funding, including internet and large denomination time deposits.

We continue to experience a general decline in loans, with loans decreasing approximately $143 million, or 5.4%, since December 31, 2009.  Although we originate and renew a significant amount of loans each month, normal paydowns of loans are exceeding new loan growth.  Overall, loan demand remains weak in most of our market areas.

Our deposits declined by $182 million, or 6.2%, during the first nine months of 2010.  This decrease was primarily associated with time deposits, which are generally the highest cost source of funds for us.  Brokered deposits remained at a low level at September 30, 2010, comprising just 3.4% of total deposits, with internet deposits comprising an additional 1.9%.

We remain well-capitalized by all regulatory standards with a Total Risk-Based Capital Ratio of 16.74%.  (See “Capital Resources” below for comparisons of our capital ratios with prior periods and regulatory minimums.)  Our tangible common equity to tangible assets ratio was 6.55% at September 30, 2010, an increase of 75 basis points from a year earlier.  We continue to have outstanding $65 million in preferred stock that was issued to the US Treasury in January 2009.

Our annualized return on average assets for the three and nine month periods ended September 30, 2010 was 0.34% and 0.37%, respectively, compared to 0.61% and 2.35% for the comparable periods of 2009.  This ratio was calculated by dividing annualized net income available to common shareholders by average assets.

Our annualized return on average common equity for the three and nine month periods ended September 30, 2010 was 3.89% and 4.30%, respectively, compared to 7.86% and 22.85% for the comparable periods of 2009.  This ratio was calculated by dividing annualized net income available to common shareholders by average common equity.

Components of Earnings

Net interest income is the largest component of earnings, representing the difference between interest and fees generated from earning assets and the interest costs of deposits and other funds needed to support those assets.  Net interest income for the three month period ended September 30, 2010 amounted to $31,071,000, an increase of $561,000, or 1.8%, from the $30,510,000 recorded in the third quarter of 2009.  Net interest income on a tax-
 
 
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equivalent basis for the three month period ended September 30, 2010 amounted to $31,401,000, an increase of $670,000, or 2.2%, from the $30,731,000 recorded in the third quarter of 2009.  We believe that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus non-taxable investments that may have existed during those periods.

   
Three Months Ended
September 30,
 
($ in thousands)
 
2010
   
2009
 
Net interest income, as reported
  $ 31,071       30,510  
Tax-equivalent adjustment
    330       221  
Net interest income, tax-equivalent
  $ 31,401       30,731  

Net interest income for the nine months ended September 30, 2010 amounted to $93,784,000, an increase of $17,721,000, or 23.3%, from the $76,063,000 recorded in the first nine months of 2009.  Net interest income on a tax-equivalent basis for the nine months ended September 30, 2010 amounted to $94,740,000, an increase of $18,106,000, or 23.6%, from the $76,634,000 recorded in the first nine months of 2009.

   
Nine Months Ended
September 30,
 
($ in thousands)
 
2010
   
2009
 
Net interest income, as reported
  $ 93,784       76,063  
Tax-equivalent adjustment
    956       571  
Net interest income, tax-equivalent
  $ 94,740       76,634  

There are two primary factors that cause changes in the amount of net interest income we record - 1) growth in loans and deposits, and 2) our net interest margin (tax-equivalent net interest income divided by average interest-earning assets).

For the three months ended September 30, 2010, the increase in net interest income was due to a higher net interest margin, which was partially offset by a lower level of earning assets due to a contraction of the balance sheet over the past twelve months.

For the nine months ended September 30, 2010, the increase in net interest income was due to a higher net interest margin, as well as balance sheet growth realized from the June 2009 Cooperative Bank acquisition.

Our net interest margin in the third quarter of 2010 was 4.30%, a 47 basis point increase from the 3.83% realized in the third quarter of 2009.  Our net interest margin for the nine months ended September 30, 2010 was 4.27% compared to 3.76% for the nine months ended September 30, 2009.  There have been no changes in the interest rates set by the Federal Reserve since December 2008, and we have been able to lower rates on maturing time deposits that were originated in periods of higher rates.  Also, to a lesser degree, we have been able to progressively lower interest rates on various types of savings, NOW and money market accounts.  We have also experienced declines in our levels of higher cost core deposit accounts.

Our net interest margin has benefitted from purchase accounting adjustments associated with the Cooperative Bank acquisition and, to a lesser degree, the acquisition of Great Pee Dee Bancorp in 2008.  For the nine months ended September 30, 2010 and 2009, we recorded $6,742,000 and $2,473,000, respectively, in net positive purchase accounting adjustments that increased net interest income.  The table below presents the components of the purchase accounting adjustments.
 
 
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For the Three Months Ended
   
For the Nine Months Ended
 
($ in thousands)
 
Sept. 30, 2010
   
Sept. 30, 2009
   
Sept. 30, 2010
   
Sept. 30, 2009
 
                         
Interest income – reduced by premium amortization on loans
  $ (49 )     (49 )     (147 )     (147 )
Interest income – increased by accretion of loan discount
    1,231             4,374        
Interest expense – reduced by premium amortization of deposits (1)
    296       2,072       2,211       2,272  
Interest expense – reduced by premium amortization of borrowings
    72       116       304       348  
     Impact on net interest income
  $ 1,550       2,139       6,742       2,473  

 
(1)
At September 30, 2010, the premium on deposits has been fully amortized.

The following table presents net interest income analysis on a tax-equivalent basis.

   
For the Three Months Ended September 30,
 
   
2010
   
2009
 
 
 
($ in thousands)
 
Average
Volume
   
Average
Rate
   
Interest
Earned
or Paid
   
Average
Volume
   
Average
Rate
   
Interest
Earned
or Paid
 
Assets
                                   
Loans (1)
  $ 2,529,356       5.79 %   $ 36,897     $ 2,763,178       5.94 %   $ 41,404  
Taxable securities
    147,215       3.68 %     1,364       172,339       3.80 %     1,650  
Non-taxable securities (2)
    49,261       5.99 %     744       25,030       7.18 %     453  
Short-term investments
    168,828       0.32 %     135       219,653       0.34 %     188  
Total interest-earning assets
    2,894,660       5.36 %     39,140       3,180,200       5.50 %     43,695  
                                                 
Cash and due from banks
    59,914                       42,827                  
Premises and equipment
    54,054                       52,930                  
Other assets
    263,533                       249,855                  
Total assets
  $ 3,272,161                     $ 3,525,812                  
                                                 
Liabilities
                                               
NOW accounts
  $ 367,931       0.22 %   $ 200     $ 268,555       0.35 %   $ 239  
Money market accounts
    495,324       0.82 %     1,029       468,153       1.49 %     1,755  
Savings accounts
    158,109       0.78 %     312       146,145       0.98 %     361  
Time deposits >$100,000
    770,210       1.54 %     2,991       864,907       2.30 %     5,020  
Other time deposits
    693,422       1.55 %     2,713       907,096       2.10 %     4,794  
Total interest-bearing deposits
    2,484,996       1.16 %     7,245       2,654,856       1.82 %     12,169  
Securities sold under agreements to repurchase
    58,207       0.41 %     60       54,557       1.44 %     198  
Borrowings
    70,559       2.44 %     434       177,386       1.34 %     597  
Total interest-bearing liabilities
    2,613,762       1.17 %     7,739       2,886,799       1.78 %     12,964  
                                                 
Non-interest-bearing deposits
    292,362                       268,444                  
Other liabilities
    12,976                       33,606                  
Shareholders’ equity
    353,061                       336,963                  
Total liabilities and shareholders’ equity
  $ 3,272,161                     $ 3,525,812                  
                                                 
Net yield on interest-earning assets and  net interest income
            4.30 %   $ 31,401               3.83 %   $ 30,731  
Interest rate spread
            4.19 %                     3.67 %        
                                                 
Average prime rate
            3.25 %                     3.25 %        
 
(1) 
Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.
 
(2) 
Includes tax-equivalent adjustments of $330,000 and $221,000 in 2010 and 2009, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax-exempt status.  This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.
 
 
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For the Nine Months Ended September 30,
 
   
2010
   
2009
 
 
 
($ in thousands)
 
Average
Volume
   
Average
Rate
   
Interest
Earned
or Paid
   
Average
Volume
   
Average
Rate
   
Interest
Earned
or Paid
 
Assets
                                   
Loans (1)
  $ 2,577,640       5.85 %   $ 112,724     $ 2,405,030       5.98 %   $ 107,596  
Taxable securities
    162,635       3.68 %     4,473       166,459       4.11 %     5,112  
Non-taxable securities (2)
    44,873       6.36 %     2,133       20,382       7.52 %     1,147  
Short-term investments
    181,276       0.34 %     463       131,363       0.30 %     293  
Total interest-earning assets
    2,966,424       5.40 %     119,793       2,723,234       5.60 %     114,148  
                                                 
Cash and due from banks
    59,126                       39,377                  
Premises and equipment
    54,164                       52,460                  
Other assets
    263,509                       140,901                  
Total assets
  $ 3,343,223                     $ 2,955,972                  
                                                 
                                                 
Liabilities
                                               
NOW accounts
  $ 345,417       0.25 %   $ 656     $ 232,051       0.29 %   $ 496  
Money market accounts
    512,524       0.90 %     3,442       408,665       1.59 %     4,869  
Savings accounts
    156,351       0.83 %     971       132,737       1.12 %     1,111  
Time deposits >$100,000
    800,834       1.61 %     9,645       709,301       2.75 %     14,586  
Other time deposits
    735,202       1.59 %     8,762       697,446       2.64 %     13,756  
Total interest-bearing deposits
    2,550,328       1.23 %     23,476       2,180,200       2.14 %     34,818  
Securities sold under agreements to repurchase
    57,637       0.57 %     244       53,545       1.50 %     599  
Borrowings
    84,605       2.11 %     1,333       142,664       1.97 %     2,097  
Total interest-bearing liabilities
    2,692,570       1.24 %     25,053       2,376,409       2.11 %     37,514  
                                                 
Non-interest-bearing deposits
    285,166                       248,166                  
Other liabilities
    15,848                       26,940                  
Shareholders’ equity
    349,639                       304,457                  
Total liabilities and shareholders’ equity
  $ 3,343,223                     $ 2,955,972                  
                                                 
Net yield on interest-earning assets and  net interest income
            4.27 %   $ 94,740               3.76 %   $ 76,634  
Interest rate spread
            4.16 %                     3.49 %        
                                                 
Average prime rate
            3.25 %                     3.25 %        
 
(1)
 Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.
 
(2)
Includes tax-equivalent adjustments of $956,000 and $571,000 in 2010 and 2009, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax-exempt status.  This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.
 
Average loans outstanding for the third quarter of 2010 were $2.529 billion, which was 8.5% less than the average loans outstanding for the third quarter of 2009 ($2.763 billion).  Average loans outstanding for the nine months ended September 30, 2010 were $2.578 billion, which was 7.2% higher than the average loans outstanding for the nine months ended September 30, 2009 ($2.405 billion).  The mix of our loan portfolio remained substantially the same at September 30, 2010 compared to December 31, 2009, with approximately 91% of our loans being real estate loans, 6% being commercial, financial, and agricultural loans, and the remaining 3% being consumer installment loans.  The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

Average deposits outstanding for the third quarter of 2010 were $2.777 billion, which was 5.0% less than the average deposits outstanding for the third quarter of 2009 ($2.923 billion).  Average deposits outstanding for the nine
 
 
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 months ended September 30, 2010 were $2.835 billion, which was 16.8% higher than the average deposits outstanding for the nine months ended September 30, 2009 ($2.428 billion).  Generally, we can reinvest funds from deposits at higher yields than the interest rate being paid on those deposits, and therefore increases in deposits typically result in higher amounts of net interest income.

The increase in average loan and deposit balances for the nine months ended September 30, 2010 compared to the comparable period in 2009 is a result of the acquisition of Cooperative Bank.  On June 19, 2009, we acquired most of the assets and liabilities of Cooperative Bank, including approximately $601 million in loans and $712 million in deposits. Thus, average balances for the nine months ended September 30, 2009 were only partially impacted by the Cooperative acquisition, whereas in 2010, the average balances of Cooperative loans and deposits are fully reflected.

The lower average loan and deposit balances when comparing the third quarter of 2010 to the third quarter of 2009 are a result of declines in loans and deposits that we have experienced over the past twelve months.  Loan demand in most of our market areas remains weak, and the pace of loan principal repayments has exceeded new loan originations.  With the negative loan growth experienced, we have been able to lessen our reliance on higher cost sources of funding, including internet deposits and large denomination time deposits, which has resulted in lower deposit balances and a lower average cost of funds.

The yields earned on assets and rates paid on liabilities (funding costs) have both declined in 2010 compared to 2009, primarily as a result of the maturity and repricing of assets and liabilities that were originated during periods of higher interest rates.  Due largely to a steep interest rate yield curve and our continued initiative to require generally higher loan interest rates to better compensate us for our risk, our funding costs have declined by a greater amount than our asset yields have decreased, which has resulted in a higher net interest margins in 2010 compared to 2009.  As derived from the above table, in the third quarter of 2010, the average yield on interest-earning assets was 5.36%, a fourteen basis point decline from the 5.50% yield in the comparable period of 2009, while the average rate on interest bearing liabilities declined by 61 basis points, from 1.78% in the third quarter of 2009 to 1.17% in the third quarter of 2010.

See additional information regarding net interest income in the section entitled “Interest Rate Risk.”

Our provision for loan losses amounted to $8,391,000 in the third quarter of 2010 versus $5,200,000 in the third quarter of 2009.  The provision for loan losses for the nine months ended September 30, 2010 was $24,017,000 compared to $13,611,000 recorded in the first nine months of 2009.  The higher provisions for loan losses in 2010 are a result of higher levels of classified and nonperforming assets and the impact of declining real estate values on our collateral-dependent real estate loans.  The increases in the provisions for loan losses are primarily attributable to the Company’s “non-covered” loan portfolio, which excludes loans assumed from Cooperative Bank that are subject to loss share agreements with the FDIC and which were written down to estimated fair market value in connection with initially recording the acquisition.

Our non-covered nonperforming assets were $118.2 million at September 30, 2010 compared to $92.3 million at December 31, 2009 and $65.5 million at September 30, 2009.  At September 30, 2010, the ratio of non-covered nonperforming assets to total non-covered assets was 4.16%, compared to 3.10% at December 31, 2009, and 2.23% at September 30, 2009.
 
Our ratio of annualized net charge-offs to average non-covered loans was 1.06% for the third quarter of 2010 compared to 0.72% in the third quarter of 2009.  Our ratio of annualized net charge-offs to average non-covered loans was 1.04% for the nine months ended September 30, 2010 compared to 0.52% for the comparable period of 2009.

Our nonperforming assets that are covered by FDIC loss share agreements have increased from $133 million at September 30, 2009 to $165 million at December 31, 2009, and $181 million at September 30, 2010.  We continue to submit claims to the FDIC on a regular basis pursuant to the loss share agreements.
 
 
Page 37

 
Total noninterest income was $4.0 million in the third quarter of 2010 compared to $5.7 million for the third quarter of 2009.  The decline in 2010 was primarily a result of a $0.5 million decline in service charges on deposits and $1.4 million in other losses (primarily write-downs, as described below).  The decline in service charges on deposits is primarily due to lower insufficient fund fee charges, which declined during the third quarter of 2010 as a result of fewer instances of customers overdrawing their accounts.  This was partially a result of new regulations that took effect in the third quarter of 2010 that limit our ability to make overdraft loans and charge overdraft fees unless the customer has opted-in for such protection.

Total noninterest income for the nine months ended September 30, 2010 was $14.2 million, compared to $83.3 million for the nine months ended September 30, 2009.  The year-to-date period in 2009 includes a $67.9 million gain related to the June 2009 acquisition of Cooperative Bank.  Most other categories of noninterest income increased as a result of the larger customer base that resulted from the Cooperative Bank acquisition.

For the three and nine months ended September 30, 2010, we recorded $1.3 million and $2.5 million, respectively, in write-downs (net of FDIC reimbursable amounts) on foreclosed properties covered by FDIC loss sharing agreements, which is included in “Other gains (losses)” in the consolidated statements of income.   The write-downs were necessary as a result of updated appraisals obtained on foreclosed real estate properties during the respective periods.

Noninterest expenses amounted to $20.7 million in the third quarter of 2010, a 1.2% decrease over the $21.0 million recorded in the same period of 2009.  Noninterest expenses for the nine months ended September 30, 2010 amounted to $64.9 million, a 15.8% increase from the $56.1 million recorded in the first nine months of 2009.  The increase for the nine month period in 2010 compared to 2009 is primarily attributable to incremental operating expenses associated with the Cooperative Bank acquisition that occurred late in the second quarter of 2009.  Included in other noninterest expenses for the first nine months of 2010 are approximately $1.8 million in costs (net of FDIC reimbursements) associated with collection activities on loans and foreclosed properties covered by FDIC loss sharing agreements, compared to $0.1 million in the first nine months of 2009.

The provision for income taxes was $2.1 million in the third quarter of 2010, an effective tax rate of 35.1%, compared to $3.7 million in the third quarter of 2009, an effective tax rate of 36.8%.  For the nine months ended September 30, 2010, our provision for income taxes was $6.8 million, an effective tax rate of 35.7%, compared to $34.6 million, an effective tax rate of 38.6%, for the comparable period of 2009.  The decline in our effective tax rate was a result of purchases of tax-exempt securities during 2010.  We currently expect our effective tax rate to remain at approximately 36% for the foreseeable future.

The Consolidated Statements of Comprehensive Income reflect other comprehensive income of $0.2 million and $1.6 million for the three and nine month periods ended September 30, 2010, respectively, and other comprehensive income of $1.6 million and $1.2 million for the three and nine month periods ended September 30, 2009, respectively.  The primary component of other comprehensive income for the periods presented was changes in unrealized holding gains of our available for sale securities.  Our available for sale securities portfolio is predominantly comprised of fixed rate bonds that generally increase in value when market yields for fixed rate bonds decrease and decline in value when market yields for fixed rate bonds increase.  Management has evaluated any unrealized losses on individual securities at each period end and determined that there is no other-than-temporary impairment.

FINANCIAL CONDITION

Total assets at September 30, 2010 amounted to $3.4 billion, a 4.7% decrease from a year earlier.  Total loans at September 30, 2010 amounted to $2.5 billion, a 7.9% decrease from a year earlier, and total deposits amounted to $2.8 billion at September 30, 2010, a 5.8% decrease from a year earlier.
 
 
Page 38


The following table presents information regarding the nature of our changes in our levels of loans and deposits for the twelve months ended September 30, 2010 and for the first nine months of 2010.

October 1, 2009 to
September 30, 2010
 
Balance at beginning of period
   
Internal
Growth
 
 
Growth from Acquisitions
 
Balance at end of period
   
Total percentage growth
   
Percentage growth, excluding acquisitions
 
   
($ in thousands)
 
       
Loans
  $ 2,726,100       (215,926 )
    2,510,174       -7.9 %     -7.9 %
                                           
Deposits – Noninterest bearing
  $ 268,097       22,291  
    290,388       8.3 %     8.3 %
Deposits – NOW
    264,267       106,387  
    370,654       40.3 %     40.3 %
Deposits – Money market
    477,092       15,891  
    492,983       3.3 %     3.3 %
Deposits – Savings
    142,391       12,564  
    154,955       8.8 %     8.8 %
Deposits – Brokered time
    122,634       (28,561 )
    94,073       -23.3 %     -23.3 %
Deposits – Internet time
    158,680       (105,434 )
    53,246       -66.4 %     -66.4 %
Deposits – Time>$100,000
    706,343       (64,373 )
    641,970       -9.1 %     -9.1 %
Deposits – Time<$100,000
    782,136       (128,923 )
    653,213       -16.5 %     -16.5 %
Total deposits
  $ 2,921,640       (170,158 )
    2,751,482       -5.8 %     -5.8 %
                                           
January 1, 2010 to
September 30, 2010
                                         
Loans
  $ 2,652,865       (142,691 )
    2,510,174       -5.4 %     -5.4 %
                                           
Deposits – Noninterest bearing
  $ 272,422       17,966  
    290,388       6.6 %     6.6 %
Deposits – NOW
    362,366       8,288  
    370,654       2.3 %     2.3 %
Deposits – Money market
    496,940       (3,957 )
    492,983       -0.8 %     -0.8 %
Deposits – Savings
    149,338       5,617  
    154,955       3.8 %     3.8 %
Deposits – Brokered time
    76,332       17,741  
    94,073       23.2 %     23.2 %
Deposits – Internet time
    128,024       (74,778 )
    53,246       -58.4 %     -58.4 %
Deposits – Time>$100,000
    704,128       (62,158 )
    641,970       -8.8 %     -8.8 %
Deposits – Time<$100,000
    743,558       (90,345 )
    653,213       -12.2 %     -12.2 %
Total deposits
  $ 2,933,108       (181,626 )
    2,751,482       -6.2 %     -6.2 %

As derived from the table above, for the twelve months preceding September 30, 2010, our loans decreased by $216 million, or 7.9%.  Over that same period, deposits decreased $170 million, or 5.8%.  For the first nine months of 2010, loans decreased $143 million, or 5.4%, while deposits decreased by $182 million, or 6.2%.  We believe loans have declined due to lower loan demand in the recessionary economy, as well as an initiative we began in 2008 to require generally higher loan interest rates to better compensate us for our risk.  With the decrease in loans experienced, we have been able to lessen our reliance on higher cost sources of funding, including internet deposits and large denomination time deposits, which has resulted in lower deposit balances.

The mix of our loan portfolio remains substantially the same at September 30, 2010 compared to December 31, 2009.  The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 
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The following table presents the mix of our loan portfolio at the dates noted.  Note 7 to the consolidated financial statements presents additional detailed information regarding our mix of loans, including a break-out between loans covered by FDIC loss sharing agreements and non-covered loans.

 
($ in thousands)
 
September 30,
2010
   
December 31,
2009
   
September 30,
2009
 
   
Amount
   
Percentage
   
Amount
   
Percentage
   
Amount
   
Percentage
 
                                     
Commercial, financial, and agricultural
  $ 160,824       7 %   $ 173,611       7 %   $ 175,062       6 %
Real estate – construction, land development & other land loans
    473,446       19 %     551,714       21 %     630,358       23 %
Real estate – mortgage – residential (1-4 family) first mortgages
    810,794       32 %     849,875       32 %     831,103       31 %
Real estate – mortgage – home equity loans / lines of credit
    266,608       11 %     270,054       10 %     275,753       10 %
Real estate – mortgage – commercial and other
    713,794       28 %     718,723       27 %     722,008       27 %
Installment loans to individuals
    83,846       3 %     88,514       3 %     91,395       3 %
Subtotal
    2,509,312       100 %     2,652,491       100 %     2,725,679       100 %
Unamortized net deferred loan costs
    862               374               421          
Total loans
  $ 2,510,174             $ 2,652,865             $ 2,726,100          

Nonperforming Assets

Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and other real estate.  As previously discussed, in our acquisition of Cooperative Bank, we entered into loss sharing agreements with the FDIC, which afford us significant protection from losses from all loans and other real estate acquired in the acquisition.

Because of the loss protection provided by the FDIC, the financial risk of the Cooperative Bank loans and foreclosed real estate are significantly different from those assets not covered under the loss share  agreements.  Accordingly, we present separately loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreements as “non-covered loans.”
 
 
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Nonperforming assets are summarized as follows:

 
ASSET QUALITY DATA ($ in thousands)
 
September 30, 2010
   
December 31,  2009
   
September 30, 2009
 
                   
Non-covered nonperforming assets
                 
Nonaccrual loans
  $ 80,318       62,206       51,015  
Restructured loans
    20,447       21,283       6,963  
Accruing loans >90 days past due
                 
Total non-covered nonperforming loans
    100,765       83,489       57,978  
Other real estate
    17,475       8,793       7,549  
Total non-covered nonperforming assets
  $ 118,240       92,282       65,527  
                         
Covered nonperforming assets (1)
                       
Nonaccrual loans (2)
  $ 75,116       117,916       122,308  
Restructured loans
    4,160              
Accruing loans > 90 days past due
                 
Total covered nonperforming loans
    79,276       117,916       122,308  
Other real estate
    101,389       47,430       10,439  
Total covered nonperforming assets
  $ 180,665       165,346       132,747  
                         
Total nonperforming assets
  $ 298,905       257,628       198,274  
                         
Asset Quality Ratios – All Assets
                       
                         
Net charge-offs to average loans - annualized
    0.88 %     0.54 %     0.57 %
Nonperforming loans to total loans
    7.17 %     7.59 %     6.61 %
Nonperforming assets to total assets
    8.90 %     7.27 %     5.62 %
Allowance for loan losses to total loans
    1.79 %     1.41 %     1.26 %
Allowance for loan losses to nonperforming loans
    24.99 %     18.54 %     19.11 %
                         
Asset Quality Ratios – Based on Non-covered Assets only
                       
Net charge-offs to average non-covered loans - annualized
    1.06 %     0.69 %     0.72 %
Non-covered nonperforming loans to non-covered loans
    4.81 %     3.91 %     2.70 %
Non-covered nonperforming assets to total non-covered assets
    4.16 %     3.10 %     2.23 %
Allowance for loan losses to non-covered loans
    2.15 %     1.75 %     1.60 %
Allowance for loan losses to non-covered nonperforming loans
    44.66 %     44.73 %     59.41 %
                         
____________________________________________________________________________________________________________
(1)  Covered nonperforming assets consist of assets that are included in loss-share agreements with the FDIC.
(2)  At September 30, 2010, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $103.9 million.

We have reviewed the collateral for our nonperforming assets, including nonaccrual loans, and have included this review among the factors considered in the evaluation of the allowance for loan losses discussed below.

Consistent with the recessionary economy, we have experienced increases in loan losses, delinquencies and nonperforming assets, as well as declines in collateral values.  Our total nonperforming assets were also significantly impacted by the Cooperative Bank acquisition.  Our non-covered nonperforming assets were $118.2 million at September 30, 2010 compared to $92.3 million at December 31, 2009 and $65.5 million at September 30, 2009.  Our ratio of annualized net charge-offs to average non-covered loans was 1.06% for the third quarter of 2010 compared to 0.72% in the third quarter of 2009. Our ratio of annualized net charge-offs to average loans was 1.04% for the nine months ended September 30, 2010 compared to 0.52% for the comparable period of 2009.
 
 
Page 41


The following is the composition by loan type of all of our nonaccrual loans at each period end, including both covered and non-covered loans:

($ in thousands)
 
At September 30,
2010
   
At December 31,
2009
   
At September 30,
2009
 
Commercial, financial, and agricultural
  $ 3,665       4,033       2,982  
Real estate – construction, land development, and other land loans
    71,646       80,669       105,703  
Real estate – mortgage – residential (1-4 family) first mortgages
    45,242       48,424       37,869  
Real estate – mortgage – home equity loans/lines of credit
    10,220       16,951       5,647  
Real estate – mortgage – commercial and other
    23,906       28,476       19,793  
Installment loans to individuals
    755       1,569       1,329  
Total nonaccrual loans
  $ 155,434       180,122       173,323  
                         

The following segregates our nonaccrual loans at September 30, 2010 into covered and non-covered loans:

 
($ in thousands)
 
Covered Nonaccrual Loans
   
Non-covered Nonaccrual
Loans
   
Total Nonaccrual Loans
 
Commercial, financial, and agricultural
  $ 979       2,686       3,665  
Real estate – construction, land development, and other land loans
    32,841       38,805       71,646  
Real estate – mortgage – residential (1-4 family) first mortgages
    23,422       21,820       45,242  
Real estate – mortgage – home equity loans/lines of credit
    4,609       5,611       10,220  
Real estate – mortgage – commercial and other
    13,231       10,675       23,906  
Installment loans to individuals
    34       721       755  
Total nonaccrual loans
  $ 75,116       80,318       155,434  

The following is the composition of our nonaccrual loans at December 31, 2009:

 
($ in thousands)
 
Covered Nonaccrual Loans
   
Non-covered Nonaccrual
Loans
   
Total Nonaccrual Loans
 
Commercial, financial, and agricultural
  $ 263       3,770       4,033  
Real estate – construction, land development, and other land loans
    54,023       26,646       80,669  
Real estate – mortgage – residential (1-4 family) first mortgages
    31,315       17,109       48,424  
Real estate – mortgage – home equity loans/lines of credit
    13,451       3,500       16,951  
Real estate – mortgage – commercial and other
    18,595       9,881       28,476  
Installment loans to individuals
    269       1,300       1,569  
Total nonaccrual loans
  $ 117,916       62,206       180,122  

At September 30, 2010, troubled debt restructurings amounted to $24.6 million, compared to $21.3 million at December 31, 2009, and $7.0 million at September 30, 2009.  This increase was the result of our working with borrowers experiencing financial difficulties by modifying certain loan terms.  The increase between September 30, 2009 and December 31, 2009 was also impacted by our analysis of the Federal Reserve’s October 2009 guidance related to real estate loan workouts, which provided clarification of situations involving borrowers that should be reported as troubled debt restructurings.

Other real estate includes foreclosed, repossessed, and idled properties.  Non-covered other real estate has increased since September 30, 2009, amounting to $17.5 million at September 30, 2010, $8.8 million at December 31, 2009, and $7.5 million at September 30, 2009.  At September 30, 2010, we also held $101.4 million in other real estate that is subject to loss share agreements with the FDIC.  We believe that the fair values of the items of other real estate, less estimated costs to sell, equal or exceed their respective carrying values at the dates presented.
 
 
Page 42


The following table presents the detail of our other real estate at each period end, including both covered and non-covered real estate:

($ in thousands)
 
At September 30, 2010
   
At December 31, 2009
   
At September 30, 2009
 
Vacant land
  $ 85,280       44,078       9,611  
1-4 family residential properties
    28,602       10,004       6,506  
Commercial real estate
    4,982       2,141       1,811  
Other
                60  
Total other real estate
  $ 118,864       56,223       17,988  
                         

The following segregates our other real estate at September 30, 2010 into covered and non-covered:

($ in thousands)
 
Covered Other Real Estate
   
Non-covered Other Real Estate
   
Total Other Real Estate
 
Vacant land
  $ 78,862       6,418       85,280  
1-4 family residential properties
    20,941       7,661       28,602  
Commercial real estate
    1,586       3,396       4,982  
Other
                 
Total other real estate
  $ 101,389       17,475       118,864  
 
 
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The following table presents geographical information regarding our nonperforming assets at September 30, 2010.

   
As of September 30, 2010
 
($ in thousands)
 
Covered
   
Non-covered
   
Total
   
Total Loans
   
Nonperforming Loans to Total Loans
 
                               
Nonaccrual loans and
Troubled Debt Restructurings (1)
                             
Eastern Region (NC)
  $ 78,981       31,202       110,183     $ 681,000       16.2 %
Triangle Region (NC)
          24,452       24,452       764,000       3.2 %
Triad Region (NC)
          15,533       15,533       404,000       3.8 %
Charlotte Region (NC)
          7,854       7,854       106,000       7.4 %
Southern Piedmont Region (NC)
    5       2,445       2,450       217,000       1.1 %
South Carolina Region
    290       12,937       13,227       155,000       8.5 %
Virginia Region
          4,876       4,876       170,000       2.9 %
Other
          1,466       1,466       12,000       12.2 %
Total nonaccrual loans and troubled debt restructurings
  $ 79,276       100,765       180,041     $ 2,509,000       7.2 %
                                         
Other Real Estate (1)
                                       
Eastern Region (NC)
  $ 101,322       2,968       104,290                  
Triangle Region (NC)
          5,027       5,027                  
Triad Region (NC)
          5,533       5,533                  
Charlotte Region (NC)
          1,920       1,920                  
Southern Piedmont Region (NC)
          183       183                  
South Carolina Region
    67       1,769       1,836                  
Virginia Region
          75       75                  
Other
                                 
Total other real estate
  101,389       17,475       118,864                  
 
(1)   The counties comprising each region are as follows:
Eastern North Carolina Region - New Hanover, Brunswick, Duplin, Dare, Beaufort, Onslow, Carteret
Triangle North Carolina Region - Moore, Lee, Harnett, Chatham, Wake
Triad North Carolina Region - Montgomery, Randolph, Davidson, Rockingham, Guilford, Stanly
Southern Piedmont North Carolina Region - Anson, Richmond, Scotland, Robeson, Bladen, Columbus
South Carolina Region - Chesterfield, Dillon, Florence, Horry
Virginia Region - Wythe, Washington, Montgomery, Pulaski
Charlotte North Carolina Region - Iredell, Cabarrus, Rowan
 
Summary of Loan Loss Experience

The allowance for loan losses is created by direct charges to operations.  Losses on loans are charged against the allowance in the period in which such loans, in management’s opinion, become uncollectible.  The recoveries realized during the period are credited to this allowance.

We have no foreign loans, few agricultural loans and do not engage in significant lease financing or highly leveraged transactions.  Commercial loans are diversified among a variety of industries.  The majority of our real estate loans are primarily personal and commercial loans where real estate provides additional security for the loan. Collateral for virtually all of these loans is located within our principal market area.

Our provision for loan losses amounted to $8.4 million in the third quarter of 2010 compared to $5.2 million in the third quarter of 2009.  The provision for loan losses for the nine month period ended September 30, 2010 was $24.0 million compared to $13.6 million recorded in the first nine months of 2009.  The higher 2010 amounts were due to negative trends in asset quality as previously discussed.
 
 
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In the third quarter of 2010, we recorded $5.6 million in net charge-offs, which amounted to 1.06% annualized net charge-offs to average non-covered loans, compared to $3.9 million (0.72%) in the third quarter of 2009.  For the nine month periods ended September 30, 2010 and 2009, our annualized net charge-offs to average non-covered loans ratios were 1.04% and 0.52%, respectively. Our ratio of non-covered nonperforming assets to total non-covered assets was 4.16% at September 30, 2010 compared to 2.23% at September 30, 2009.

At September 30, 2010, the allowance for loan losses amounted to $45.0 million compared to $37.3 million at December 31, 2009 and $34.4 million at September 30, 2009.  The allowance for loan losses as a percentage of total non-covered loans was 2.15% at September 30, 2010, 1.75% at December 31, 2009, and 1.60% at September 30, 2009.

We believe our reserve levels are adequate to cover probable loan losses on the loans outstanding as of each reporting date.  It must be emphasized, however, that the determination of the reserve using our procedures and methods rests upon various judgments and assumptions about economic conditions and other factors affecting loans.  No assurance can be given that we will not in any particular period sustain loan losses that are sizable in relation to the amounts reserved or that subsequent evaluations of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings.  See “Critical Accounting Policies – Allowance for Loan Losses” above.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses and value of other real estate.  Such agencies may require us to recognize adjustments to the allowance or the carrying value of other real estate based on their judgments about information available at the time of their examinations.
 
 
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For the periods indicated, the following table summarizes our balances of loans outstanding, average loans outstanding, changes in the allowance for loan losses arising from charge-offs and recoveries, additions to the allowance for loan losses that have been charged to expense, and additions that were recorded related to acquisitions.

   
Nine Months
Ended
September 30,
   
Twelve Months
Ended
December 31,
   
Nine Months
Ended
 September 30,
 
($ in thousands)
 
2010
   
2009
   
2009
 
Loans outstanding at end of period
  $ 2,510,174       2,652,865       2,726,100  
Non-covered loans outstanding at end of period
  $ 2,096,439       2,132,843       2,147,615  
Covered loans outstanding at end of period
  $ 413,735       520,022       578,485  
Average amount of non-covered loans outstanding
  $ 2,108,267       2,160,225       2,182,045  
                         
Allowance for loan losses, at beginning of year
  $ 37,343       29,256       29,256  
Provision for loan losses
    24,017       20,186       13,611  
      61,360       49,442       42,867  
Loans charged off:
                       
Commercial, financial, and agricultural
    (3,234 )     (2,143 )     (1,664 )
Real estate – construction, land development & other land loans
    (5,549 )     (1,716 )     (581 )
Real estate – mortgage – residential (1-4 family) first mortgages
    (2,706 )     (4,617 )     (4,079 )
Real estate – mortgage – home equity loans / lines of credit
    (2,162 )     (1,824 )     (761 )
Real estate – mortgage – commercial and other
    (1,864 )     (516 )     (349 )
Installment loans to individuals
    (1,677 )     (1,973 )     (1,454 )
Total charge-offs
    (17,192 )     (12,789 )     (8,888 )
Recoveries of loans previously charged-off:
                       
Commercial, financial, and agricultural
    15       18       14  
Real estate – construction, land development & other land loans
    99       9       4  
Real estate – mortgage – residential (1-4 family) first mortgages
    240       184       73  
Real estate – mortgage – home equity loans / lines of credit
    126       66       31  
Real estate – mortgage – commercial and other
    15       129       123  
Installment loans to individuals
    336       284       220  
Total recoveries
    831       690       465  
Net charge-offs
    (16,361 )     (12,099 )     (8,423 )
Allowance for loan losses, at end of period
  $ 44,999       37,343       34,444  
                         
Ratios:
                       
Net charge-offs as a percent of average non-covered loans
    1.04 %     0.56 %     0.52 %
Allowance for loan losses as a percent of non-covered loans at end of  period
    2.15 %     1.75 %     1.60 %
 
 
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Based on the results of our loan analysis and grading program and our evaluation of the allowance for loan losses at September 30, 2010, there have been no material changes to the allocation of the allowance for loan losses among the various categories of loans since December 31, 2009.

Liquidity, Commitments, and Contingencies

Our liquidity is determined by our ability to convert assets to cash or acquire alternative sources of funds to meet the needs of our customers who are withdrawing or borrowing funds, and to maintain required reserve levels, pay expenses and operate our business on an ongoing basis.  Our primary internal liquidity sources are net income from operations, cash and due from banks, federal funds sold and other short-term investments.  Our securities portfolio is comprised almost entirely of readily marketable securities, which could also be sold to provide cash.

In addition to internally generated liquidity sources, we have the ability to obtain borrowings from the following four sources - 1) an approximately $415 million line of credit with the Federal Home Loan Bank (of which $52 million was outstanding at September 30, 2010), 2) a $50 million overnight federal funds line of credit with a correspondent bank (of which $20 million was outstanding at September 30, 2010), 3) an approximately $91 million line of credit through the Federal Reserve Bank of Richmond’s discount window (of which $40 million was outstanding at September 30, 2010) and 4) a $10 million line of credit with a commercial bank (none of which was outstanding at September 30, 2010).  In addition to the outstanding borrowings from the FHLB that reduce the available borrowing capacity of that line of credit, our borrowing capacity was further reduced by $203 million at September 30, 2010 and $170 million at December 31, 2009, as a result of our pledging letters of credit for public deposits at each of those dates.  Unused and available lines of credit amounted to $251 million at September 30, 2010 compared to $541 million at December 31, 2009.  The primary reason for the decline in the available lines of credit is explained in the following paragraph.

In January 2010, we received the results of a collateral audit from the FHLB.  Based primarily on a finding that we were not keeping certain original loan documents, but were instead imaging them and shredding the original documents, a significant portion of our collateral pledged to the FHLB was deemed to be ineligible for pledging purposes.  As a result, our FHLB borrowing availability was reduced from the $687 million disclosed in our 2009 Annual Report on Form 10-K to approximately $330 million.  In the third quarter of 2010, our borrowing availability increased to $415 million, primarily as a result of a new collateral audit performed by the FHLB.

In February 2010, our line of credit with a commercial bank was renewed for a one year period with a $10 million limit compared to the prior limit of $20 million.  The reduction in the line of credit was due to the correspondent bank’s desire to reduce its exposure in this line of business.

Our overall liquidity has improved over the past 12 months, with our liquid assets (cash and securities) as a percentage of our total deposits and borrowings increasing from 15.2% at September 30, 2009 to 17.3% at September 30, 2010.

 We believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future.  We will continue to monitor our liquidity position carefully and will explore and implement strategies to increase liquidity if deemed appropriate.

The amount and timing of our contractual obligations and commercial commitments has not changed materially since December 31, 2009, detail of which is presented in Table 18 on page 73 of our 2009 Annual Report on Form 10-K.

We are not involved in any legal proceedings that, in our opinion, could have a material effect on our consolidated financial position.

In October 2010, issues regarding bank mortgage foreclosure processes, including the use of “robo-signers,” were widely reported in the media.  We have evaluated our foreclosure processes, and we do not believe that we have any exposure to these issues.

Off-Balance Sheet Arrangements and Derivative Financial Instruments

Off-balance sheet arrangements include transactions, agreements, or other contractual arrangements in which we have obligations or provide guarantees on behalf of an unconsolidated entity.  We have no off-balance sheet arrangements of this kind other than repayment guarantees associated with trust preferred securities.

Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics.  We have not engaged in derivative activities through September 30, 2010, and have no current plans to do so.

 
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Capital Resources

We are regulated by the Board of Governors of the Federal Reserve Board (FED) and are subject to the securities registration and public reporting regulations of the Securities and Exchange Commission.  Our banking subsidiary is regulated by the Federal Deposit Insurance Corporation (FDIC) and the North Carolina Office of the Commissioner of Banks.  We are not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

We must comply with regulatory capital requirements established by the FED and FDIC.  Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.  Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.  These capital standards require us to maintain minimum ratios of “Tier 1” capital to total risk-weighted assets and total capital to risk-weighted assets of 4.00% and 8.00%, respectively.  Tier 1 capital is comprised of total shareholders’ equity calculated in accordance with generally accepted accounting principles, excluding accumulated other comprehensive income (loss), less intangible assets, and total capital is comprised of Tier 1 capital plus certain adjustments, the largest of which is our allowance for loan losses.  Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in FED and FDIC regulations.

In addition to the risk-based capital requirements described above, we are subject to a leverage capital requirement, which calls for a minimum ratio of Tier 1 capital (as defined above) to quarterly average total assets of 3.00% to 5.00%, depending upon the institution’s composite ratings as determined by its regulators.  The FED has not advised us of any requirement specifically applicable to us.

At September 30, 2010, our capital ratios exceeded the regulatory minimum ratios discussed above.  The following table presents our capital ratios and the regulatory minimums discussed above for the periods indicated.

   
Sept. 30,
2010
   
June 30,
2010
   
Dec. 31,
2009
   
Sept. 30,
2009
 
Risk-based capital ratios:
                       
Tier I capital to Tier I risk adjusted assets
    15.48 %     15.17 %     13.88 %     13.34 %
Minimum required Tier I capital
    4.00 %     4.00 %     4.00 %     4.00 %
                                 
Total risk-based capital to Tier II risk-adjusted assets
    16.74 %     16.43 %     15.14 %     14.59 %
Minimum required total risk-based capital
    8.00 %     8.00 %     8.00 %     8.00 %
                                 
Leverage capital ratios:
                               
Tier I leverage capital to adjusted most recent quarter average assets
    10.25 %     10.04 %     9.30 %     9.18 %
Minimum required Tier I leverage capital
    4.00 %     4.00 %     4.00 %     4.00 %

Our bank subsidiary is also subject to capital requirements similar to those discussed above.  The bank subsidiary’s capital ratios do not vary materially from our capital ratios presented above.  At September 30, 2010, our bank subsidiary exceeded the minimum ratios established by the FED and FDIC.

In addition to regulatory capital ratios, we also closely monitor our ratio of tangible common equity to tangible assets (“TCE Ratio”).  Our TCE ratio was 6.55% at September 30, 2010 compared to 5.94% at December 31, 2009 and 5.80% at September 30, 2009.
 
 
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BUSINESS DEVELOPMENT MATTERS

The following is a list of business development and other miscellaneous matters affecting First Bancorp and First Bank, our bank subsidiary, since January 1, 2010 that have not previously been discussed.  In Virginia, First Bank does business as “First Bank of Virginia.”

 
·
Our bank subsidiary, First Bank, held 75th anniversary celebrations throughout the branch network in August.  First Bank opened for business in Troy, North Carolina in 1935.

 
·
We opened a bank branch in Christiansburg, Virginia on May 24, 2010.  This branch is our sixth in southwestern Virginia.

 
·
During the second quarter of 2010, our data processing subsidiary, Montgomery Data Services, was merged into First Bank.  Montgomery Data Services had ceased providing data processing services to banks other than First Bank earlier in the year, and we decided we no longer desired to offer these services to other banks.

 
·
On February 11, 2010, our insurance subsidiary, First Bank Insurance Services, acquired The Insurance Center, Inc., a Montgomery County, NC-based property and casualty insurance agency with over 500 customers.

 
·
On August 24, 2010, we announced a quarterly cash dividend of $0.08 cents per share payable on October 25, 2010 to shareholders of record on September 30, 2010.  This is the same dividend rate we declared in the third quarter of 2009.
 
SHARE REPURCHASES

We did not repurchase any shares of our common stock during the first nine months of 2010.  At September 30, 2010, we had approximately 235,000 shares available for repurchase under existing authority from our board of directors.  We may repurchase these shares in open market and privately negotiated transactions, as market conditions and our liquidity warrants, subject to compliance with applicable regulations.  However, as a result of our participation in the U.S. Treasury’s Capital Purchase Program, we are prohibited from buying back stock without the permission of the Treasury until the preferred stock issued under that program is redeemed.  See also Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds.”
 
 
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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

INTEREST RATE RISK (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)

Net interest income is our most significant component of earnings.  Notwithstanding changes in volumes of loans and deposits, our level of net interest income is continually at risk due to the effect that changes in general market interest rate trends have on interest yields earned and paid with respect to our various categories of earning assets and interest-bearing liabilities.  It is our policy to maintain portfolios of earning assets and interest-bearing liabilities with maturities and repricing opportunities that will afford protection, to the extent practical, against wide interest rate fluctuations.  Our exposure to interest rate risk is analyzed on a regular basis by management using standard GAP reports, maturity reports, and an asset/liability software model that simulates future levels of interest income and expense based on current interest rates, expected future interest rates, and various intervals of “shock” interest rates.  Over the years, we have been able to maintain a fairly consistent yield on average earning assets (net interest margin).  Over the past five calendar years, our net interest margin has ranged from a low of 3.74% (realized in 2008) to a high of 4.33% (realized in 2005).  During that five year period, the prime rate of interest has ranged from a low of 3.25% (which was the rate as of September 30, 2010) to a high of 8.25%.  Our net interest margin for the three and nine month periods ended September 30, 2010 was 4.30% and 4.27%, respectively.  The consistency of our net interest margin is aided by the relatively low level of long-term interest rate exposure that we maintain.  At September 30, 2010, approximately 85% of our interest-earning assets are subject to repricing within five years (because they are either adjustable rate assets or they are fixed rate assets that mature) and substantially all of our interest-bearing liabilities reprice within five years.

Using stated maturities for all instruments except mortgage-backed securities (which are allocated in the periods of their expected payback) and securities and borrowings with call features that are expected to be called (which are shown in the period of their expected call), at September 30, 2010, we had $979 million more in interest-bearing liabilities that are subject to interest rate changes within one year than earning assets.  This generally would indicate that net interest income would experience downward pressure in a rising interest rate environment and would benefit from a declining interest rate environment.  However, this method of analyzing interest sensitivity only measures the magnitude of the timing differences and does not address earnings, market value, or management actions.  Also, interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.  In addition to the effects of “when” various rate-sensitive products reprice, market rate changes may not result in uniform changes in rates among all products.  For example, included in interest-bearing liabilities subject to interest rate changes within one year at September 30, 2010 are deposits totaling $1.02 billion comprised of NOW, savings, and certain types of money market deposits with interest rates set by management.  These types of deposits historically have not repriced with, or in the same proportion, as general market indicators.

Overall we believe that in the near term (twelve months), net interest income will not likely experience significant downward pressure from rising interest rates.  Similarly, we would not expect a significant increase in near term net interest income from falling interest rates.  Generally, when rates change, our interest-sensitive assets that are subject to adjustment reprice immediately at the full amount of the change, while our interest-sensitive liabilities that are subject to adjustment reprice at a lag to the rate change and typically not to the full extent of the rate change.  In the short-term (less than six months), this results in us being asset-sensitive, meaning that our net interest income benefits from an increase in interest rates and is negatively impacted by a decrease in interest rates. However, in the twelve-month horizon, the impact of having a higher level of interest-sensitive liabilities lessens the short-term effects of changes in interest rates.

From September 2007 to December 2008, in response to the declining economy, the Federal Reserve announced a series of interest rate reductions with rate cuts totaling 500 basis points and rates reaching historic lows.  As noted above, our net interest margin is negatively impacted, at least in the short-term, by reductions in interest rates.  In
 
 
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addition to the initial normal decline in net interest margin that we experience when interest rates are reduced (as discussed above), the cumulative impact of the magnitude of 500 basis points in interest rate cuts has continued to negatively impact our net interest margin, primarily due to our inability to cut a large portion of our interest-bearing deposits by any significant amount due to their already near-zero interest rate.  Also, for many of our deposit products, including time deposits that have recently matured, we have been unable to lower the interest rates we pay our customers by the full 500 basis point interest rate decrease due to competitive pressures.  The impact of the declining rate environment was mitigated by an initiative we began in late 2007 to add interest rate floors to our adjustable rate loans and to require generally higher loan interest rates to better compensate us for our risk.  The net impact of those factors was that our net interest margin steadily declined for most of 2008.  In 2009, the Federal Reserve made no changes to the interest rates, which resulted in our net interest margin increasing as we were able to renew matured time deposits at lower rates with only a minimal decrease in our asset yields.  As a result, our net interest margin increased steadily for five consecutive quarters, from 3.68% for the three month period ended March 31, 2009 to 4.35% for the three month period ended June 30, 2010, and was 4.30% for the three months ended September 30, 2010.

Based on our most recent interest rate modeling, which assumes no changes in interest rates for 2010, we project our net interest margin for the remainder of 2010 will remain relatively consistent with the net interest margins recently realized.  We expect lower deposit yields as higher yielding time deposits continue to mature, while we expect asset yields to decline as a result of lower average loan balances and higher levels of nonaccrual loan balances.
 
We have no market risk sensitive instruments held for trading purposes, nor do we maintain any foreign currency positions.

See additional discussion regarding net interest income, as well as discussion of the changes in the annual net interest margin in the section entitled “Net Interest Income” above.

Item 4.  Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, which are our controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports with the SEC is recorded, processed, summarized and reported within the required time periods.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure.  Based on the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in allowing timely decisions regarding disclosure to be made about material information required to be included in our periodic reports with the SEC.  In addition, no change in our internal control over financial reporting has occurred during, or subsequent to, the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
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Part II.  Other Information

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities
 
 
 
 
 
Period
 
 
 
 
Total Number of Shares Purchased
 
 
 
 
Average Price Paid per Share
 
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
 
July 1, 2010 to July 31, 2010
 
 
 
    234,667  
August 1, 2010 to August 31, 2010
 
 
 
    234,667  
September 1, 2010 to September 30, 2010
 
 
 
    234,667  
Total
 
 
 
    234,667 (2)


 
Footnotes to the Above Table
(1)
All shares available for repurchase are pursuant to publicly announced share repurchase authorizations.  On July 30, 2004, we announced that our Board of Directors had approved the repurchase of 375,000 shares of our common stock.  The repurchase authorization does not have an expiration date.  Subject to the restrictions discussed above related to our participation in the U.S. Treasury’s Capital Purchase Program, there are no plans or programs we have determined to terminate prior to expiration, or under which we do not intend to make further purchases.

(2)
The table above does not include shares that were used by option holders to satisfy the exercise price of the call options we issued to our employees and directors pursuant to our stock option plans. There were no such exercises occurring during the three month period ended September 30, 2010.

 
There were no unregistered sales of our securities during the nine months ended September 30, 2010.


Item 6 - Exhibits

The following exhibits are filed with this report or, as noted, are incorporated by reference.  Management contracts, compensatory plans and arrangements are marked with an asterisk (*).
 
3.a
Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and
 
are incorporated herein by reference.  Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference.  Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010, and are incorporated herein by reference.
3.b
Amended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 23, 2009, and are incorporated herein by reference.
   
4.a
Form of Common Stock Certificate was filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.
 
 
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4.b
Form of Certificate for Series A Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.
   
4.c
Warrant for Purchase of Shares of Common Stock was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.
   
Computation of Ratio of Earnings to Fixed Charges
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
   
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
   
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Copies of exhibits are available upon written request to: First Bancorp, Anna G. Hollers, Executive Vice President, P.O. Box 508, Troy, NC 27371

 
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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.


  FIRST BANCORP  
       
November 9, 2010
By:
/s/ Jerry L. Ocheltree  
    Jerry L. Ocheltree  
    President  
   
(Principal Executive Officer),
Treasurer and Director
 
 
     
       
November 9, 2010
By:
/s/ Anna G. Hollers  
    Anna G. Hollers  
   
Executive Vice President,Secretary
and Chief Operating Officer
 
       

     
       
November 9, 2010
By:
/s/ Eric P. Credle  
    Eric P. Credle  
   
Executive Vice President
and Chief Financial Officer
 
       
 
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