PEOPLES BANCORPORATION INC /SC/ - FORM 10-Q

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EX-10 - PEOPLES BANCORPORATION INC /SC/	peoples10q3-10ex10.htm
EX-32 - PEOPLES BANCORPORATION INC /SC/	peoples10q3-10ex32.htm
EX-31.1 - PEOPLES BANCORPORATION INC /SC/	peoples10q3-10ex31_1.htm
EX-31.2 - PEOPLES BANCORPORATION INC /SC/	peoples10q3-10ex31_2.htm

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	Commission file
September 30, 2010	000-20616

PEOPLES BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

South Carolina	57-09581843
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1818 East Main Street, Easley, South Carolina	29640
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (864) 859-2265

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days.

Yes ___X___ No _______

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

(Not yet applicable to Registrant)

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company

(as defined in Rule 12b-2 of the Exchange Act).

Yes ______ No ___X___

The number of outstanding shares of the issuer’s $1.11 par value common stock

as of November 6, 2010 was 7,003,063.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Peoples Bancorporation, Inc. and Subsidiaries
Consolidated Balance Sheets (Dollars in thousands except per share and share data)
	September 30, 2010			December 31, 2009			September 30, 2009
	Unaudited			Audited			Unaudited
ASSETS
CASH AND DUE FROM BANKS	$	8,883		$	11,862		$	8,132
INTEREST-BEARING DEPOSITS IN OTHER BANKS		17			420			282
FEDERAL FUNDS SOLD		2,169			14,592			6,545
Total cash and cash equivalents		11,069			26,874			14,959
SECURITIES
Trading assets		52			128			214
Available for sale		128,287			103,227			99,641
Held to maturity (market value of $8,120, $8,621
and $10,025)		7,815			8,402			9,698
Other investments, at cost		4,196			4,456			4,737
LOANS-less allowance for loan losses of $8,317, $7,431 and
$7,357		343,580			366,143			376,363
PREMISES AND EQUIPMENT, net of accumulated
depreciation and amortization		11,726			12,270			12,520
ACCRUED INTEREST RECEIVABLE		2,299			2,371			2,363
OTHER REAL ESTATE OWNED		14,714			11,490			10,073
CASH SURRENDER VALUE OF LIFE INSURANCE		12,668			12,304			12,181
OTHER ASSETS		8,884			8,936			4,995
TOTAL ASSETS	$	545,290		$	556,601		$	547,744
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
DEPOSITS
Noninterest-bearing	$	48,813		$	55,367		$	45,637
Interest-bearing		425,184			429,629			411,854
Total deposits		473,997			484,996			457,491
SECURITIES SOLD UNDER REPURCHASE
AGREEMENTS		12,856			12,785			13,985
FEDERAL FUNDS PURCHASED		-			399			-
FEDERAL HOME LOAN BANK ADVANCES		-			-			16,500
ACCRUED INTEREST PAYABLE		1,718			2,049			2,289
OTHER LIABILITIES		2,502			1,929			2,122
Total Liabilities		491,073			502,158			492,387
SHAREHOLDERS’ EQUITY
Preferred stock – 15,000,000 shares authorized Preferred stock Series T - $1,000 per share liquidation preference; issued and outstanding-12,660 shares at September 30, 2010,
December 31, 2009 and September 30, 2009.		12,102			11,991			11,955
Preferred stock Series W - $1,000 per share liquidation preference; issued and outstanding – 633 shares at September 30, 2010,
December 31, 2009 and September 30, 2009		685			697			700
Common stock – 15,000,000 shares authorized, $1.11
par value per share, 7,003,063 shares, 7,003,063 shares
and 7,003,063 shares outstanding, respectively		7,774			7,774			7,774
Additional paid-in capital		41,689			41,658			41,638
Retained earnings (deficit)		(10,258	)		(9,702	)		(9,559	)
Accumulated other comprehensive income		2,225			2,025			2,849
Total Shareholders’ Equity		54,217			54,443			55,357
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	545,290		$	556,601		$	547,744

See Notes to Unaudited Consolidated Financial Statements which are an integral part of these statements.

Peoples Bancorporation, Inc. and Subsidiaries Consolidated Statements of Income (Loss) (Dollars in thousands except per share and share data)
Unaudited
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
INTEREST INCOME
Interest and fees on loans	$	5,228		$	5,517		$	16,128		$	17,447
Interest on securities
Taxable		889			847			2,569			2,579
Tax-exempt		357			369			1,083			1,121
Interest on federal funds		9			2			31			3
Total interest income		6,483			6,735			19,811			21,150

INTEREST EXPENSE
Interest on deposits		1,739			2,316			5,570			7,777
Interest on federal funds purchased and securities
sold under repurchase agreements		25			19			69			68
Interest on notes payable Federal Home Loan Bank		1			22			1			91
Interest on notes payable - other		-			-			-			182
Total interest expense		1,765			2,357			5,640			8,118
Net interest income		4,718			4,378			14,171			13,032
PROVISION FOR LOAN LOSSES		1,515			2,030			6,110			3,608
Net interest income after provision for loan losses		3,203			2,348			8,061			9,424

NON-INTEREST INCOME
Service charges on deposit accounts		410			420			1,164			1,228
Customer service fees		18			21			82			91
Mortgage banking		183			64			332			417
Brokerage services		46			46			135			143
Bank owned life insurance		140			139			415			409
Gain on sale of available-for-sale securities		150			-			964			5
Other noninterest income		257			260			628			551
Total noninterest income		1,204			950			3,720			2,844
NON-INTEREST EXPENSES
Salaries and benefits		2,020			2,097			6,123			6,353
Occupancy		252			264			746			753
Equipment		247			292			767			888
Marketing and advertising		35			37			115			109
Communications		60			63			181			187
Printing and supplies		35			36			106			114
Bank paid loan costs		95			62			206			204
Net operation cost of other real estate owned		455			463			1,001			888
Director fees		71			90			239			275
ATM/Debit card expenses		67			60			191			261
Legal and professional fees		119			160			350			413
Regulatory assessments		337			234			994			745
Other post employment benefits		74			91			239			273
Other operating expenses		355			372			1,086			1,054
Total noninterest expenses		4,222			4,321			12,344			12,517
Income (loss) before income taxes		185			(1,023	)		(563	)		(249	)
PROVISION FOR INCOME TAXES (BENEFIT)		(91	)		(505	)		(623	)		(507	)
Net income (loss)		276			(518	)		60			258
Deductions for amounts not available to common shareholders:
Dividends declared or accumulated on preferred stock		172			85			517			213
Net accretion of discount on preferred stock		33			32			99			40
Net income (loss) available to common shareholders	$	71		$	(635	)	$	(556	)	$	5

INCOME (LOSS) PER COMMON SHARE
BASIC	$	0.01		$	(0.09	)	$	(0.08	)	$	0.00
DILUTED	$	0.01		$	(0.09	)	$	(0.08	)	$	0.00

WEIGHTED AVERAGE COMMON SHARES
BASIC		7,003,063			7,003,063			7,003,063			7,040,245
DILUTED		7,003,063			7,003,063			7,003,063			7,097,144

CASH DIVIDENDS PAID PER COMMON SHARE	$	0.00		$	0.00		$	0.00		$	0.00

See Notes to Unaudited Consolidated Financial Statements which are an integral part of these statements.

Peoples Bancorporation, Inc. and Subsidiaries

Consolidated Statements of

Shareholders’ Equity and Comprehensive Income

For the nine months ended September 30, 2010 and 2009

(Dollars in thousands)

(Unaudited)

																						Accumulated
																						Other			Total
	Preferred Stock				Preferred Stock											Additional			Retained			Compre-			Share-
	Series T				Series W					Common Stock						Paid-in			Earnings			hensive			holders
	Shares		Amount		Shares		Amount			Shares			Amount			Capital			(Deficit)			Income			Equity
Balance, December 31, 2008		-	$	-		-	$	-			7,070,139		$	7,848		$	41,752		$	(9,564	)	$	1,476		$	41,512
Net income		-		-		-		-			-			-			-			258			-			258
Other comprehensive Income, net of tax:
Unrealized holding gains on
securities available for sale,
net income tax of $466		-		-		-		-			-			-			-			-			1,370			1,370
Reclassification adjustments
for gains included in net
income net of income taxes
$2		-		-		-		-			-			-			-			-			3			3
Comprehensive income																										1,631
Issuance of preferred stock		12,660		11,910		633		705			-			-			-			-			-			12,615
Cash dividends on
preferred stock		-		-		-		-			-			-			-			(213	)		-			(213	)
Proceeds from stock options
Exercised		-		-		-		-			500			1			1			-			-			2
Common shares surrendered
by dissenting shareholders		-		-		-		-			(67,576	)		(75	)		(168	)		-						(243	)
Accretion (amortization)
of preferred stock		-		45				(5	)											(40	)		-			-
Stock-based compensation		-		-		-		-			-			-			53			-			-			53
Balance, September 30,
2009		12,660	$	11,955		633	$	700			7,003,063		$	7,774		$	41,638		$	(9,559	)	$	2,849		$	55,357

Balance, December 31, 2009		12,660	$	11,991		633	$	697			7,003,063		$	7,774		$	41,658		$	(9,702	)	$	2,025		$	54,443
Net income		-		-		-		-			-			-			-			60			-			60
Other comprehensive Income, net of tax:
Unrealized holding losses on
securities available for sale,
net income tax of $(148)		-		-		-		-			-			-			-			-			(436	)		(436	)
Reclassification adjustments
for gains included in net
income net of income taxes
$328		-		-		-		-			-			-			-			-			636			636
Comprehensive income																										260
Cash dividends on
preferred stock		-		-		-		-			-			-			-			(517	)		-			(517	)
Accretion (amortization)
of preferred stock		-		111				(12	)											(99	)		-			-
Stock-based compensation		-		-		-		-			-			-			31			-			-			31
Balance, September 30,
2010		12,660	$	12,102		633	$	685			7,003,063		$	7,774		$	41,689		$	(10,258	)	$	2,225		$	54,217

See Notes to Unaudited Consolidated Financial Statements which are an integral part of these statements.

Peoples Bancorporation, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)	Nine moenths Ended
(Unaudited)	September 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	60		$	258
Adjustments to reconcile net income to net cash provided by
operating activities:
Gain on sale of premises and equipment		-			(5	)
(Gain) loss from trading assets		76			(167	)
Gain on sale of securities available for sale		(964	)		(5	)
(Gain) loss on sale of other real estate		18			(192	)
Other than temporary write-down on Silverton Bank Stock		-			160
Provision for loan losses		6,110			3,608
Depreciation and amortization		648			790
Amortization and accretion (net) of premiums and
discounts on securities		293			5
Stock-based compensation		31			53
Decrease in accrued interest receivable		72			322
(Increase) decrease in other assets		(68	)		1,671
Decrease in accrued interest payable		(331	)		(347	)
Increase in other liabilities		573			573
Net cash provided by operating activities		6,518			6,724

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available for sale		(57,615	)		(17,421	)
Purchases of other investments		-			(1,191	)
Proceeds from principal pay-downs on securities available for sale		14,812			11,712
Proceeds from the maturities and calls of securities available for sale		2,000			2,945
Proceeds from the maturities and calls of securities held to maturity		595			4,000
Proceeds from the sale of securities available for sale		16,968			-
Increase in cash surrender value of life insurance		(364	)		(366	)
Proceeds from the sale of other real estate owned		4,616			7,510
Net (increase) decrease in loans		8,613			(2,632	)
Proceeds form the sale of premises and equipment		-			5
Purchase of premises and equipment		(104	)		(110	)
Net cash provided (used) by investing activities		(10,479	)		4,452

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		(10,999	)		12,122
Net increase (decrease) in securities sold under repurchase agreements		71			(8,196	)
Net decrease in federal funds purchased		(399	)		(1,028	)
Net decrease in Federal Home Loan Bank advances		-			(18,100	)
Net decrease in notes payable to South Carolina Bank & Trust		-			(11,000	)
Proceeds from the exercise of stock options		-			2
Common shares surrendered by dissenting shareholders		-			(243	)
Proceeds from the issuance of preferred stock and warrants		-			12,615
Cash dividends paid on preferred stock		(517	)		(213	)
Net cash used in financing activities		(11,844	)		(14,041	)
Net decrease in cash and cash equivalents		(15,805	)		(2,865	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		26,874			17,824
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	11,069		$	14,959

CASH PAID FOR
Interest	$	5,971		$	8,440
Income taxes	$	322		$	29
NON-CASH TRANSACTIONS
Change in unrealized loss on available for sale securities	$	200		$	1,373
Loans transferred to other real estate	$	7,840		$	12,155

See Notes to Unaudited Consolidated Financial Statements which are an integral part of these statements.

PEOPLES BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements include the accounts of Peoples Bancorporation, Inc., (the “Company’) and its wholly owned subsidiaries, The Peoples National Bank, Bank of Anderson, N. A., and Seneca National Bank (collectively referred to as the “Banks”). All significant intercompany balances and transactions have been eliminated. The Banks operate under individual national bank charters and provide full banking services to customers. The Banks are subject to regulation by the Office of the Comptroller of the Currency (“OCC”). The Company is subject to regulation by the Federal Reserve Board (“FRB”).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of these policies is included in the 2009 Annual Report on Form 10-K and incorporated herein by reference.

STATEMENT OF CASH FLOWS

Cash and cash equivalents includes currency and coin, cash items in process of collection, amounts due from banks and federal funds sold. All have maturities of three months or less.

EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share is computed and presented in accordance with the related topic in the Financial Accounts Standards Board (“FASB”) Accounting Standards Codification. The assumed conversion of stock options creates the difference between basic and diluted net income per share. Income per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for each period presented. Stock options on 155,147 shares of the Company’s common stock are excluded from the computation of net loss per diluted share at September 30, 2010 because their inclusion would be anti-dilutive due to the net loss in that period.

	Nine Months Ended September 30,
	2010			2009
Net (loss) income available to common
shareholders (in thousands)	$	(556	)	$	5

Weighted average shares outstanding:
Basic		7,003,063			7,040,245
Effect of dilutive securities:
Stock options		-			56,899
Diluted		7,003,063			7,097,144

Income (loss) per common share:
Basic	$	(0.08	)	$	0.00
Diluted	$	(0.08	)	$	0.00

INVESTMENT SECURITIES

At the time of purchase of a security, the Company designates the security as available for sale or held to maturity, depending upon investment objectives, liquidity needs and intent. Securities held to maturity are stated at cost, adjusted for premium amortized or discount accreted, if any. The Company has the positive intent and ability to hold such securities to maturity. Securities available for sale are stated at estimated fair value. Unrealized gains and losses are excluded from income and reported net of tax as accumulated other comprehensive income as a separate component of stockholders’ equity until realized. Interest earned on investment securities is included in interest income. Realized gains and losses on the sale of securities are reported in the consolidated statements of income and determined using the adjusted cost of the specific security sold. Trading securities are carried at market value and changes in market value are recorded as realized gains or losses at each period end.

Securities are summarized as follows as of September 30, 2010 (tabular amounts in thousands):

TRADING ASSETS:

	Amortized		Unrealized holding				Fair
	Cost		Gains		Losses		value
EQUITY SECURITIES	$	52	$	-	$	-	$	52

SECURITIES AVAILABLE FOR SALE:

GOVERNMENT SPONSORED ENTERPRISE
SECURITIES
Maturing after five years but within ten years	$	7,186	$	293	$	-	$	7,479

MORTGAGE BACKED SECURITIES
Maturing within one year		528		35		-		563
Maturing after one year but within five years		47,281		1,295		139		48,437
Maturing after five years but within ten years		19,130		325		25		19,430
Maturing after ten years		19,598		339		58		19,879
		86,537		1,994		222		88,309
OBLIGATIONS OF STATES AND POLITICAL
SUBDIVISIONS
Maturing after one year but within five years		895		70		-		965
Maturing after five years but within ten years		9,497		412		1		9,908
Maturing after ten years		20,200		873		43		21,030
		30,592		1,355		44		31 903
OTHER SECURITIES
Maturing after ten years		602		-		6		596

Total securities available for sale	$	124,917	$	3,642	$	272	$	128,287

SECURITIES HELD TO MATURITY:

OBLIGATIONS OF STATES AND POLITICAL
SUBDIVISIONS
Maturing within one year	$	1,397	$	25	$	-	$	1,422
Maturing after one but within five years		2,069		84		-		2,153
Maturing after five years but within ten years		3,205		94		-		3,299
Maturing after ten years		1,144		102		-		1,246
Total securities held to maturity	$	7,815	$	305	$	-	$	8,120

Securities are summarized as follows as of December 31, 2009 (tabular amounts in thousands):

TRADING ASSETS:

	Amortized		Unrealized holding				Fair
	Cost		Gains		Losses		value
EQUITY SECURITIES	$	128	$	-	$	-	$	128

SECURITIES AVAILABLE FOR SALE:

GOVERNMENT SPONSORED ENTERPRISE
SECURITIES
Maturing after five years but within ten years	$	6,792	$	340	$	-	$	7,132

MORTGAGE BACKED SECURITIES
Maturing within one year		1,410		21		-		1,431
Maturing after one year but within five years		55,162		2,214		47		57,329
Maturing after five years but within ten years		3,147		25		6		3,166
Maturing after ten years		4,094		118		6		4,206
		63,813		2,378		59		66,132
OBLIGATIONS OF STATES AND POLITICAL
SUBDIVISIONS
Maturing after one year but within five years		457		36		-		493
Maturing after five years but within ten years		4,327		98		23		4,402
Maturing after ten years		24,166		417		80		24,503
		28,950		551		103		29,398
OTHER SECURITIES
Maturing after ten years		604		-		39		565

Total securities available for sale	$	100,159	$	3,269	$	201	$	103,227

SECURITIES HELD TO MATURITY:

OBLIGATIONS OF STATES AND POLITICAL
SUBDIVISIONS
Maturing within one year	$	596	$	1	$	-	$	597
Maturing after one but within five years		3,117		127		-		3,244
Maturing after five years but within ten years		3,260		57		-		3,317
Maturing after ten years		1,429		34		-		1,463
Total securities held to maturity	$	8,402	$	219	$	-	$	8,621

Securities are summarized as follows as of September 30, 2009 (tabular amounts in thousands):

TRADING ASSETS:

	Amortized		Unrealized holding				Fair
	Cost		Gains		Losses		value
EQUITY SECURITIES	$	214	$	-	$	-	$	214

SECURITIES AVAILABLE FOR SALE:

GOVERNMENT SPONSORED ENTERPRISE
SECURITIES
Maturing after five years but within ten years	$	4,991	$	265	$	-	$	5,256
Maturing after ten years		3,896		157		-		4,053
		8,887		422		-		9,309

	Amortized		Unrealized holding				Fair
	Cost		Gains		Losses		value
MORTGAGE BACKED SECURITIES
Maturing within one year		362		21		-		383
Maturing after one year but within five years		55,311		2,490		-		57,801
Maturing after five years but within ten years		2,785		16		-		2,801
		58,458		2,527		-		60,985
OBLIGATIONS OF STATES AND POLITICAL
SUBDIVISIONS
Maturing after one year but within five years		457		38		-		495
Maturing after five years but within ten years		3,977		157		-		4,134
Maturing after ten years		22,941		1,272		-		24,213
		27,375		1,467		-		28,842
OTHER SECURITIES
Maturing after ten years		604		-		99		505

Total securities available for sale	$	95,324	$	4,416	$	99	$	99,641

SECURITIES HELD TO MATURITY:

OBLIGATIONS OF STATES AND POLITICAL
SUBDIVISIONS
Maturing within one year	$	697	$	5	$	-	$	702
Maturing after one but within five years		3,659		128		-		3,787
Maturing after five years but within ten years		3,350		105		-		3,455
Maturing after ten years		1,992		89		-		2,081
Total securities held to maturity	$	9,698	$	327	$	-	$	10,025

OTHER INVESTMENTS, at cost

The Banks, as members of institutions, are required to own certain stock investments in the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank. These investments are carried at cost. No ready market exists for these stocks and they have no quoted market values.

The following table shows gross unrealized loss and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2010:

Securities Available for Sale (tabular amounts in thousands):

	Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Mortgage backed securities	$	23,623	$	222	$	-	$	-	$	23,623	$	222
Other securities		507		6		-		-		507		6
States and political subdivisions		2,586		44		-		-		2,586		44
Total	$	26,716	$	272	$	-	$	-	$	26,716	$	272

No individual security available for sale was in a continuous loss position for twelve months or more. The Company has the ability and intent to hold these securities until such time as the value recovers or the securities mature. The Company believes, based on industry analyst reports and credit rating, that the deterioration in value is attributable to changes in market interest rates and not in the credit quality of the issuers, and therefore, these losses are not considered other-than-temporary. The category “other securities” above is comprised of corporate debt securities.

STOCK-BASED COMPENSATION

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. During the first nine months of 2010, options to purchase 8,000 shares were granted with a weighted average fair value of $2.11 per share.

At September 30, 2010, an aggregate of 353,150 shares were reserved for issuance upon exercise of options. The following is a summary of the status of the Company’s plans as of September 30, 2010 and changes during the nine months ended September 30, 2010.

	Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2009		154,868		$	9.86
Granted		8,000			2.11
Exercised		-			-
Forfeited		(7,721	)		8.16
Outstanding, September 30, 2010		155,147		$	10.36	$	6.45	$	-

Options exercisable, September 30, 2010		133,786		$	9.90	$	6.45	$	-

For the first nine months of 2010, we recognized compensation cost of approximately $31,000 related to unvested stock options.

FAIR VALUE

The FASB Accounting Standards Codification provides a framework for measuring and disclosing fair value under generally accepted accounting principles and requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example, available-for-sale investment securities) or on a nonrecurring basis (for example, impaired loans).

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

Level 1

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasury Securities and other securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U. S. Government and agency mortgage-backed debt securities and impaired loans that are carried at the appraisal value of the underlying collateral.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. For example, this category generally includes certain private equity investments, retained residual interests in securitizations, residential mortgage servicing rights, and highly-structured or long-term derivative contracts.

Assets and liabilities measured at fair value are as follows as of September 30, 2010 (tabular amounts in thousands):

	Quoted market price in active markets for identical assets/liabilities		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Recurring Basis:
Available for sale investment
securities:
Government Sponsored Securities	$	-	$	7,479	$	-	$	7,479
Mortgage Backed Securities		-		88,309		-		88,309
Obligations of States and
Political Subdivisions		-		31,903		-		31,903
Other Securities		-		596		-		596
Trading Assets		52		-		-		52
Total	$	52	$	128,287	$	-	$	128,339

	Quoted market price in active markets for identical assets/liabilities		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total

Nonrecurring Basis:
Impaired loans	$	-	$	16,451	$	-	$	16,451
Other real estate owned		-		14,714		-		14,714
Total	$	-	$	31,165	$	-	$	31,165

Assets and liabilities measured at fair value are as follows as of December 31, 2009 (tabular amounts in thousands):

	Quoted market price in active markets for identical assets/liabilities		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Recurring Basis:
Available for sale investment
securities:
Government Sponsored Securities	$	-	$	7,132	$	-	$	7,132
Mortgage Backed Securities		-		66,132		-		66,132
Obligations of States and
Political Subdivisions		-		29,398		-		29,398
Other Securities		-		565		-		565
Trading Assets		128		-		-		128
Total	$	128	$	103,227	$	-	$	103,355

Nonrecurring Basis:
Impaired loans	$	-	$	14,746	$	-	$	14,746
Other real estate owned		-		11,490		-		11,490
Total	$	-	$	26,236	$	-	$	26,236

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

Available for sale investment securities and trading assets – 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 treasury securities and 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, government sponsored entity 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 – Impaired loans are loans that are measured for impairment using the practical methods permitted by the FASB Accounting Standards Codification. 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 owned – Other real estate owned, 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.

Disclosure about Fair Value of Financial Instruments

The FASB Accounting Standards Codification for the Disclosures about Fair Value of Financial Instruments requires disclosure of fair value information, whether or not recognized in the balance sheets, when it is practical to estimate the fair value. The Codification defines a financial instrument as cash, evidence of an ownership interest in an entity or contractual obligations which require the exchange of cash or other financial instruments. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises and equipment and other assets and liabilities.

Fair value approximates carrying value for the following financial instruments due to the short-term nature of the instrument: cash and due from banks, interest-bearing deposits in other banks and federal funds sold and purchased.

Securities are valued using quoted fair market prices. Other investments are valued at par value.

Fair value for variable rate loans that reprice frequently, loans held for sale and for loans that mature in less than three months is based on the carrying value. Fair value for fixed rate mortgage loans, personal loans, and all other loans (primarily commercial) maturing after three months is based on the discounted present value of the estimated future cash flows. Discount rates used in these computations approximate the rates currently offered for similar loans of comparable terms and credit quality.

Fair value for demand deposit accounts and interest-bearing accounts with no fixed maturity date is equal to the carrying value. Certificate of deposit accounts and securities sold under repurchase agreements maturing within one year are valued at their carrying value. The fair value of certificate of deposit accounts and securities sold under repurchase agreements maturing after one year are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.

Fair value for long-term FHLB advances is based on discounted cash flows using the Company’s current incremental borrowing rate. Discount rates used in these computations approximate rates currently offered for similar borrowings of comparable terms and credit quality.

Fair value of off-balance sheet instruments is based on fees currently charged to enter into similar arrangements, taking into account the remaining terms of the agreement and the counterparties’ credit standing. These are generally short-term at variable rates; both the carrying amount and fair value are immaterial.

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

The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands):

	September 30,				December 31,
	2010				2009
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Financial assets
Cash and due from banks	$	8,883	$	8,883	$	11,862	$	11,862
Interest-bearing deposits in other banks		17		17		420		420
Federal funds sold		2,169		2,169		14,592		14,592
Trading assets		52		52		128		128
Securities available for sale		128,287		128,287		103,227		103,227
Securities held to maturity		7,815		8,120		8,402		8,621
Other investments		4,196		4,196		4,456		4,456
Loans (gross)		351,897		345,503		373,574		370,420
Cash surrender value life insurance		12,668		12,668		12,304		12,304

Financial liabilities:
Deposits	$	473,997	$	470,006	$	484,996	$	477,788
Securities sold under repurchase agreements		12,856		12,856		12,785		12,785
Federal funds purchased		-		-		399		399

RECENTLY ISSUED ACCOUNTING STANDARDS

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

In April 2010, guidance was issued 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 do 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 Company does not expect the guidance to have any impact on the financial statements.

In July 2010, the Receivables topic of the ASC was amended to require expanded disclosures related to a company’s allowance for credit losses and the credit quality of its financing receivables. The amendments will require the allowance disclosures to be provided on a disaggregated basis. The Company is required to begin to comply with the disclosures in its financial statements 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.

In August 2010, two updates were issued to amend various SEC rules and schedules pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies and based on the issuance of SEC Staff Accounting Bulletin 112. The amendments related primarily to business combinations and removed references to “minority interest” and added references to “controlling” and “noncontrolling interest(s)”. The updates were effective upon issuance but had no impact on the Company’s financial statements.

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

RECENT DEVELOPMENTS

On August 16, 2010 the Peoples National Bank entered into a written agreement with the OCC, which requires the bank to take various actions with respect to the operation of the bank. The agreement resulted from the OCC’s examination of the bank begun in the first quarter of 2010. The terms of the agreement are discussed on a Form 8-K that was filed August 19, 2010.

SUBSEQUENT EVENTS

In accordance with accounting guidance, the Company evaluated events and transactions for potential recognition or disclosure in our financial statements through the date the financial statements were issued. In July 2010 the Company made the decision to close the Mills Avenue Office of The Peoples National Bank in Greenville, South Carolina as part of an ongoing effort to reduce expenses. When the office is closed in November 2010, we will perform an evaluation of the book value versus fair value of the Mills Avenue Office and related assets. If the book value exceeds the fair value then there will be an impairment charge taken against that asset.

MANAGEMENT’S OPINION

The accompanying unaudited consolidated financial statements of Peoples Bancorporation, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q according to guidelines set forth by the SEC. Accordingly, they do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation have been included. The results of operations for any interim period are not necessarily indicative of the results to be expected for an entire year.

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

OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company’s 2009 Annual Report on Form 10-K. Results of operations for the three-month and nine-month periods ended September 30, 2010 are not necessarily indicative of the results to be attained for any other period.

Overview

The Company is a bank holding company with three wholly owned bank subsidiaries: The Peoples National Bank, Easley, South Carolina, a national bank which commenced business operations in August 1986; Bank of Anderson, National Association, Anderson, South Carolina, a national bank which commenced business operations in September 1998; and Seneca National Bank, Seneca, South Carolina, a national bank which commenced business operations in February 1999 (sometimes referred to herein as the “Banks”).

Currently the Company engages in no significant operations other than the ownership of its three subsidiaries and the support thereof. The Company conducts its business from nine full-service banking offices located in the upstate area of South Carolina.

Cautionary Notice with Respect to Forward Looking Statements

This report contains "forward-looking statements" within the meaning of the securities laws. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forwarding-looking statements.

All statements that are not historical facts are statements that could be "forward-looking statements." You can identify these forward-looking statements through the use of words such as "may," "will," "should," "could," "would," "expect," "anticipate," "assume," "indicate," "contemplate," "seek," "plan," "predict," "target," "outlook," "potential," "believe," "intend," "estimate," "project," "continue," or other similar words. Forward-looking statements include, but are not limited to, statements regarding the Company's future business prospects, revenues, working capital, liquidity, capital needs, interest costs, income, business operations and proposed services.

These forward-looking statements are based on current expectations, estimates and projections about the banking industry, management's beliefs, and assumptions made by management. Such information includes, without limitation, discussions as to estimates, expectations, beliefs, plans, strategies, and objectives concerning future financial and operating performance. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. The risks and uncertainties include, but are not limited to:

·	future economic and business conditions;

·	lack of sustained growth in the economies of the Company's market areas;

·	government monetary and fiscal policies;

·	the effects of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values of loan collateral, securities, and interest sensitive assets and liabilities;

·	the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, and insurance services, as well as competitors that offer banking products and services by mail, telephone, computer and/or the Internet;

·	the effect of agreements with regulatory authorities, which restrict various activities and impose additional administrative requirements without commensurate benefits;

·	credit risks;

·	higher than anticipated levels of defaults on loans;

·	perceptions by depositors about the safety of their deposits;

·	ability to continue weathering the current economic downturn;

·	the failure of assumptions underlying the establishment of the allowance for loan losses and other estimates, including the value of collateral securing loans;

·	the risks of opening new offices, including, without limitation, the related costs and time of building customer relationships and integrating operations as part of these endeavors and the failure to achieve expected gains, revenue growth and/or expense savings from such endeavors;

·	changes in laws and regulations, including tax, banking and securities laws and regulations;

·	changes in the requirements of regulatory agencies;

·	changes in accounting policies, rules and practices;

·	cost and difficulty of implementing changes in technology or products;

·	loss of consumer or investor confidence;

·	the effects of war or other conflicts, acts of terrorism or other catastrophic events that may affect general economic conditions and economic confidence; and

·	other factors and information described in this report and in any of the other reports that we file with the SEC under the Securities Exchange Act of 1934.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The Company has no obligation, and does not undertake, to update, revise or correct any of the forward-looking statements after the date of this report. The Company has expressed its expectations, beliefs and projections in good faith and believes they have a reasonable basis. However, there is no assurance that these expectations, beliefs or projections will result or be achieved or accomplished.

Critical Accounting Policies

Peoples Bancorporation, Inc. (the “Company”) has adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of the Company’s financial statements. The significant accounting policies of the Company are described in Note 1 to the Consolidated Financial Statements included in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2009 Annual Report on Form 10-K.

Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and estimates and such differences could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.

Of these significant accounting policies, the Company considers its policies regarding the allowance for loan losses (the “Allowance”) to be its most critical accounting policy due to the significant degree of management judgment involved in determining the amount of the Allowance. The Company has developed policies and procedures for assessing the adequacy of the Allowance, recognizing that this process requires a number of assumptions and estimates with respect to its loan portfolio. Many of the Company’s estimates also rely heavily on real estate appraisals by third parties which are themselves estimates. The Company’s assessments may be impacted in future periods by changes in economic conditions, the impact of regulatory examinations, and the discovery of information with respect to borrowers, which is not known to management at the time of the issuance of the consolidated financial statements. Refer to the discussion under the “Provision and Allowance for Loan Losses, Loan Loss Experience” section in Item 7--“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s 2009 Annual Report on Form 10-K and the “Balance Sheet Review--Allowance for Loan Losses” and “Earnings Performance--Provision for Loan Losses” sections of this report on Form 10-Q for a detailed description of the Company’s estimation process and methodology related to the Allowance.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EARNINGS PERFORMANCE

Overview

The Company’s consolidated operations for the third quarter of 2010 resulted in net income of $276,000 compared to net loss of $518,000 for the third quarter of 2009. The Company’s consolidated operations for the nine months ended September 30, 2010 resulted in a net income of $60,000 compared to net income of $258,000 for the nine months ended September 30, 2009. After deducting for dividends on preferred stock and net accretion of the discount on preferred stock, the three-month period ended September 30, 2010 resulted in a net income available to common shareholders of $71,000 or $0.01 per diluted share compared to net loss of $635,000 or $0.09 per diluted share for the third quarter of 2009. Net loss available to common shareholders for the nine months ended September 30, 2010 was $556,000 or $0.08 per diluted share compared to net income available to common shareholders of $5,000 or $0.00 per diluted share for the nine months ended September 30, 2009. The return on average common equity, which is annualized net income (or loss) available to common shareholders as a percentage of average total common equity, for the three months and nine months ended September 30, 2010 was 0.68% and (1.79)% respectively, compared to (5.99)% and 0.02% respectively for the three months and nine months ended September 30, 2009. Return on average assets, which is annualized net income (or loss) divided by average assets, for the three months and nine months ended September 30, 2010 was 0.20% and 0.01% respectively, compared to (0.38)% and 0.06% respectively for the three months and nine months ended September 30, 2009.

Interest Income, Interest Expense and Net Interest Income

The largest component of the Company’s revenue is interest income. Net interest income, which is the difference between the interest earned on assets and the interest paid for the liabilities used to fund those assets, measures the gross profit from lending and investing activities and is the primary contributor to the Company’s earnings. Net interest income before provision for loan losses increased $340,000 or 7.8% to $4,718,000 for the quarter ended September 30, 2010 compared to $4,378,000 for the quarter ended September 30, 2009. For the nine months ended September 30, 2010 net interest income before provision for loan losses increased $1,139,000 or 8.7% to $14,171,000 compared to $13,032,000 for the nine months ended September 30, 2009. The Company’s net interest margin for the three and nine months ended September 30, 2010 was 3.78% and 3.80% respectively, compared to 3.45% and 3.45% for the three months and nine months ended September 30, 2009. The increase in net interest margin is attributable to a significant decrease in the Company’s cost of funds.

The Company’s total interest income for the third quarter of 2010 was $6,483,000 compared to $6,735,000 for the third quarter of 2009, a decrease of $252,000, or 3.7%. Total interest income for the nine months ended September 30, 2010 was $19,811,000 compared to $21,150,000 for the nine months ended September 30, 2009, a decrease of $1,339,000 or 6.3%. Interest and fees on loans, the largest component of total interest income, decreased by $289,000 in the third quarter of 2010 to $5,228,000 compared to $5,517,000 for the third quarter of 2009, a decrease of 5.2%. Interest and fees on loans decreased by $1,319,000 in the nine months ended September 30, 2010 to $16,128,000 compared to $17,447,000 for the nine months ended September 30, 2009, a decrease of 7.6%. The decrease in interest and fees on loans for the three-month and nine-month periods is primarily attributable to lower average loan balances. Interest on taxable securities, the second largest component of total interest income, increased by $42,000 in the third quarter of 2010 to $889,000 compared to $847,000 for the third quarter of 2009, an increase of 5.0%. Interest on taxable securities decreased $10,000 for the nine months ended September 30, 2010 to $2,569,000 compared to $2,579,000 for the nine months ended September 30, 2009, a decrease of 0.4%. Interest on tax-exempt securities decreased by $12,000 or 3.3% to $357,000 in the third quarter of 2010 compared to $369,000 for the third quarter of 2009. Interest on tax-exempt securities decreased $38,000 for the nine months ended September 30, 2010 to $1,083,000 compared to $1,121,000 for the nine months ended September 30, 2009, a decrease of 3.4%. Interest on federal funds sold was $9,000 in the third quarter of 2010 compared to $2,000 for the third quarter of 2009. Interest on federal funds sold was $31,000 for the first nine months of 2010 compared to $3,000 for the same period of 2009.

The Company’s total interest expense for the third quarter of 2010 was $1,765,000 compared to $2,357,000 for the third quarter of 2009, a decrease of $592,000, or 25.1%. Total interest expense for the nine months ended September 30, 2010 was $5,640,000, compared to $8,118,000 for the nine months ended September 30, 2009, a decrease of $2,478,000 or 30.5%. Interest expense on deposits, the largest component of total interest expense, decreased by $577,000 in the third quarter of 2010 to $1,739,000 compared to $2,316,000 for the third quarter of 2009, a decrease of 24.9%. Interest on deposits decreased $2,207,000 for the nine months ended September 30, 2010 to $5,570,000 compared to $7,777,000 for the nine months ended September 30, 2009, a decrease of 28.4%. The decrease in interest expense on deposits for the three-month and nine-month periods is attributable to lower funding rates, partially offset by higher average balances. Interest on federal funds purchased and securities sold under repurchase agreements, the second largest component of total interest expense, increased $6,000 or 31.6% to $25,000 in the third quarter of 2010 compared to $19,000 for the third quarter of 2009. Interest on federal funds purchased and securities sold under repurchase agreements increased $1,000 or 1.4% from $68,000 in the first nine months of 2009 compared to $69,000 for the same period of 2010. The increase in interest on federal funds purchased and securities sold under repurchase agreements is attributable to higher cost of funds from securities sold under repurchase agreements.

Interest on advances from the Federal Home Loan Bank was $1,000 for each of the third quarter and the first nine months of 2010, as the Company had no Federal Home Loan Bank borrowings until the third quarter of 2010. This compares to $22,000 for the third quarter of 2009 and $91,000 for the first nine months of 2009. There was no interest expense on interest on notes payable-other for the third quarters of both 2010 and 2009, and $182,000 for the first nine months of 2009 compared to zero expense during the same period of 2010. This expense is associated with the line of credit that was drawn by the Company during the fourth quarter of 2008, and subsequently repaid during the second quarter of 2009 with a portion of the proceeds from the sale of preferred stock to the U. S. Treasury.

Provision for Loan Losses

The provision for loan losses during the third quarter of 2010 was $1,515,000, compared to $2,030,000 for the third quarter of 2009, a decrease of $515,000 or 25.4%. The provision for loan losses for the first nine months of 2010 increased $2,502,000 or 69.3% to $6,110,000, compared to $3,608,000 for the first nine months of 2009. The changes in the Company’s provision for loan losses for the third quarter and first nine months of 2010 are based on management’s ongoing evaluation of the Company’s overall credit quality and its estimate of loan losses inherent in the loan portfolio. See “BALANCE SHEET REVIEW – Allowance for Loan Losses.”

Non-interest Income

Non-interest income increased by $254,000 or 26.7% to $1,204,000 for the third quarter of 2010 compared to $950,000 for the third quarter of 2009. Non-interest income increased $876,000 or 30.8% to $3,720,000 for the first nine months of 2010 compared to $2,844,000 for the first nine months of 2009. During the third quarter and first nine months of 2010, the Company realized net gains on the sale of available-for-sale securities of $150,000 and $964,000 respectively, compared to no gain on the sale of available-for-sale securities during the third quarter of 2009 and a net $5,000 gain during the first nine months of 2009. Service fees on deposits, typically the largest component of non-interest income, decreased $10,000 or 2.4% to $410,000 for the third quarter of 2010 compared to $420,000 for the third quarter of 2009, and decreased $64,000 or 5.2% to $1,164,000 for the first nine months of 2010 compared to $1,228,000 for the same period of 2009, primarily as a result of customers incurring less overdraft fees.

Mortgage banking fees increased from $64,000 in the third quarter of 2009 to $183,000 in the third quarter of 2010, an increase of $119,000 or 185.9%. Mortgage banking fees decreased $85,000 or 20.4% to $332,000 for the first nine months of 2010 compared to $417,000 for the same period of 2009. The changes in mortgage banking income levels are due to wide fluctuations in the demand for residential mortgage loan originations at the Banks. Income on bank-owned life insurance increased $1,000 or 0.7% in the third quarter of 2010 to $140,000 compared to $139,000 for the third quarter of 2009, and increased $6,000 or 1.5% to $415,000 for the first nine months of 2010 compared to $409,000 for the first nine months of 2009. Brokerage service income for the third quarter of 2010 was $46,000, no change from the $46,000 for the third quarter 2009. Brokerage service income decreased from $143,000 in the first nine months of 2009 to $135,000 in the first nine months of 2010, a decrease of $8,000 or 5.6%, due to lower commissions.

Customer service fees decreased $3,000 or 14.3% to $18,000 in the third quarter of 2010 compared to $21,000 for the third quarter of 2009 and decreased $9,000 or 9.9% to $82,000 for the first nine months of 2010 compared to $91,000 for the first nine months of 2009. Other non-interest income decreased $3,000 or 1.2% from $260,000 during the third quarter of 2009 to $257,000 for the third quarter of 2010, and increased $77,000 or 14.0% from $551,000 for the first nine months of 2009 to $628,000 for the same period of 2010. This change is largely attributable to the impact of a $160,000 write-down due to impairment of stock in Silverton Bank, which was recorded during the first quarter of 2009.

Non-interest Expense

Total non-interest expense decreased $99,000 or 2.3% to $4,222,000 for the third quarter of 2010 from $4,321,000 for the third quarter of 2009. Total non-interest expense decreased $173,000 or 1.4% to $12,344,000 for the first nine months of 2010 from $12,517,000 for the first nine months of 2009. Salaries and benefits, the largest component of non-interest expense, decreased $77,000 or 3.7% to $2,020,000 for the third quarter of 2010 from $2,097,000 for the third quarter of 2009. Salaries and benefits decreased $230,000 or 3.6% to $6,123,000 for the first nine months of 2010 from $6,353,000 for the first nine months of 2009.

Occupancy and furniture and equipment expenses decreased $57,000 or 10.3% to $449,000 in the third quarter of 2010 compared to $556,000 in the third quarter of 2009. Occupancy and furniture and equipment expenses decreased $128,000 or 7.8% to $1,513,000 in the first nine months of 2010 compared to $1,641,000 in the first nine months of 2009. Communication expense decreased $3,000 or 4.8% from $63,000 in the third quarter of 2009 to $60,000 during the third quarter of 2010. Communication expense decreased $6,000 or 3.2% to $181,000 in the first nine months of 2010 compared to $187,000 in the first nine months of 2009. Printing and supplies decreased $1,000 or 2.8% from $36,000 for the third quarter of 2009 to $35,000 for the third quarter of 2010. Printing and supplies decreased $8,000 or 7.0% to $106,000 in the first nine months of 2010 compared to $114,000 in the first nine months of 2009. These decreases were the result of continued efforts by management to limit and reduce expenses in response to weakened economic conditions.

Net cost of operation of other real estate owned decreased $8,000 or 1.7% to $455,000 in the third quarter of 2010 compared to $463,000 in the third quarter of 2009. Net cost of operation of other real estate owned increased $113,000 or 12.7% to $1,001,000 in the first nine months of 2010 compared to $888,000 in the first nine months of 2009. There was a net loss of $89,000 in the third quarter of 2010 on the sale of other real estate owned compared to a gain of $154,000 for the same period in 2009, a decrease of $243,000. During the first nine months of 2010 there was a net loss of $18,000 on the sale of other real estate owned compared to a gain of $192,000 during the same period of 2009, a decrease of $210,000. Rental income on other real estate owned during the first nine months of 2010 amounted to $57,000 compared to $4,000 during the same period of 2009, an increase of $53,000. No rental income on other real estate was reported during the third quarter of 2010 and 2009. Expenses included in the net cost of operation of other real estate owned include write-downs of other real estate owned, taxes paid, legal fees, utilities, maintenance, etc. These expenses decreased $44,000 or 4.1% to $1,040,000 in the first nine months of 2010 compared to $1,084,000 for the first nine months of 2009 and decreased $236,000 or 38.0% to $385,000 for the third quarter of 2010 compared to $621,000 for the third quarter of 2009.

Bank paid loan costs increased $33,000 or 53.2% to $95,000 in the third quarter of 2010 compared to $62,000 in the third quarter 2009. Bank paid loan costs increased $2,000 or 1.0% to $206,000 in the first nine months of 2010 compared to $204,000 in the first nine months of 2009.

Marketing and advertising expense decreased $2,000 or 5.4% to $35,000 in the third quarter of 2010 compared to $37,000 in the third quarter of 2009. Marketing and advertising expense increased $6,000 or 5.5% from $109,000 in the first nine months of 2009 to $115,000 during the first nine months of 2010. This increase is attributable to a higher level of marketing activity at the Banks, although marketing activity was still somewhat restricted by the weak economy. Legal and professional expenses decreased $41,000 or 25.6% to $119,000 for the third quarter of 2010 compared to $160,000 for the third quarter of 2009. Legal and professional expenses decreased $63,000 or 15.3% to $350,000 in the first nine months of 2010 compared to $413,000 in the first nine months of 2009.

Regulatory assessments increased $103,000 or 44.0% from $234,000 for the third quarter of 2009 to $337,000 for the third quarter of 2010. Regulatory assessments increased $249,000 or 33.4% to $994,000 in the first nine months of 2010 compared to $745,000 in the first nine months of 2009. Regulatory assessments include fees paid to the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (“OCC”) by the Company’s three Banks.

All other operating expenses decreased by $17,000 or 4.7% to $355,000 in the third quarter of 2010 compared to $372,000 for the third quarter of 2009, and increased $32,000 or 3.0% to $1,086,000 for the first nine months of 2010 compared to $1,054,000 for the first nine months of 2009.

Income Taxes

Income taxes amounted to a $623,000 tax benefit for the first nine months of 2010 compared to a $507,000 tax benefit for the first nine months of 2009. Incomes taxes amounted to a benefit of $91,000 for the third quarter of 2010 compared to a $505,000 tax benefit for the third quarter of 2009.The provision for income taxes is an estimate, and management considers several factors in making this estimate, including current pre-tax income levels, the amount of tax-exempt income, and a comparison of prior period estimates to income taxes ultimately determined.

BALANCE SHEET REVIEW

Loans

Outstanding loans represent the largest component of earning assets at 72.0% of total earning assets. As of September 30, 2010, the Company held total gross loans outstanding of $351,897,000, a decrease of $21,677,000 or 5.8% from $373,574,000 in total gross loans outstanding at December 31, 2009, and a decrease of $31,823,000 or 8.3% from $383,720,000 in total gross loans outstanding at September 30, 2009. The decrease in outstanding loans comes primarily as the result of lower loan demand from creditworthy borrowers at the Company’s three bank subsidiaries, with some decrease resulting from a number of loans that were charged-off or converted into other real estate owned through foreclosures or deeds in lieu of foreclosure.

Loan Portfolio Composition	September 30,		December 31,		September 30,
(Dollars in thousands)	2010		2009		2009
	(Unaudited)		(Audited)		(Unaudited)

Commercial and industrial – not secured by real estate	$	35,615	$	39,981	$	40,838
Commercial and industrial – secured by real estate		119,862		120,102		118,634
Residential real estate – mortgage		130,602		126,544		130,744
Residential real estate – construction		52,482		72,668		78,812
Consumer loans		13,336		14,279		14,692
Gross loans	$	351,897	$	373,574	$	383,720

The interest rates charged on loans vary with the degree of risk, maturity, and amount of the loan. Competitive pressures, money market rates, availability of funds, and government regulation also influence interest rates. The average yield on the Company’s loans for the three months and nine months ended September 30, 2010 was 5.86% and 5.92%, respectively, compared to 5.69% and 5.93% for the three months and nine months ended September 30, 2009. The Federal Reserve continues to keep the federal funds target rate near zero for an “extended period” of time. A large portion of the Company’s adjustable-rate loans, which constitute approximately 31.7% of the loan portfolio, reprice following an interest-rate change by the Federal Reserve.

The Company’s loan portfolio consists principally of residential mortgage loans, commercial loans, and consumer loans. The vast majority of these loans is made to borrowers located in South Carolina and is concentrated in the Company’s market areas.

The Company’s real estate loans are primarily construction loans and other loans secured by real estate, both commercial and residential, located within the Company’s trade areas. The Company does not actively pursue long-term, fixed-rate mortgage loans for retention in its loan portfolio. However, the Banks do employ mortgage loan originators who originate such loans that are pre-sold at origination to third parties.

The Company’s commercial lending activity is directed principally towards businesses whose demand for funds falls within each Bank’s legal lending limits and which are potential deposit customers of the Banks. This category of loans includes loans made to individuals, partnerships, and corporate borrowers, which are obtained for a variety of business purposes. Particular emphasis is placed on loans to small and medium-sized businesses. The Company’s commercial loans are spread throughout a variety of industries, with no industry or group of related industries accounting for a significant portion of the commercial loan portfolio. Commercial loans are made on either a secured or an unsecured basis. When taken, security usually consists of liens on inventories, receivables, equipment, furniture and fixtures. Unsecured commercial loans are generally short-term with emphasis on repayment strengths and low debt-to-worth ratios.

The Company’s direct consumer loans consist primarily of secured installment loans to individuals for personal, family, and household purposes, including automobile loans to individuals and pre-approved lines of credit.

Management believes that the loan portfolio is adequately diversified. The Company has no foreign loans or loans for highly leveraged transactions. The Company has few if any agricultural loans.

Allowance for Loan Losses

Management of the Company recognizes that, despite its best efforts to minimize risk through its credit review process, loan losses will inevitably occur. As we have witnessed, in times of local economic slowdown, the credit risk inherent in the Company’s loan portfolio will increase. The timing and amount of loan losses that occur are dependent upon several factors based upon economic conditions as reflected in the loan portfolio and the economy as a whole.

The allowance for loan losses is established to absorb probable loan losses. Additions to the allowance are made through the provision for loan and lease losses, which is a charge to current operating earnings. Factors considered in the evaluation of the allowance for loan losses include, but are not limited to, estimated probable incurred losses from loan and other credit arrangements, general economic conditions, credit risk grades assigned to commercial and industrial and commercial real estate loans, changes in credit concentrations or pledged collateral, historical loan and lease loss experience and trends in portfolio volume, composition, delinquencies and non-accruals. The adequacy of the provision and the resulting allowance for loan and lease losses is determined by management’s continuing review of the loan portfolio, including identification and review of individual problem situations that may affect a borrower’s ability to repay, delinquency and non-performing loan data, collateral values, regulatory guidelines and examination results, external review results and changes in the size and character of the loan portfolio. In addition to management’s reviews, the Banks’ regulatory agency, as an integral part of its examination process, and the Banks’ independent accountants closely review the allowance for loan and lease losses. Either of these entities may require the Company to recognize additions to the allowance based on their independent judgment of information available to them at the time of their reviews. Despite such management, regulator and accountant reviews, the level of the allowance for loan and lease losses remains an estimate, which cannot be precisely determined and may be subject to change from quarter to quarter. However, based on current economic conditions, management believes that the current level of the allowance for loan and lease losses is adequate in relation to the probable losses inherent in the portfolio.

As part of its review of the loan portfolio and determination of the allowance, management assigns commercial loans credit risk rankings using a scale of ten grades with allocations for probable losses made for pools of similar risk-graded loans. Risk levels in the pass category are covered by one of the following numerical grades: 1, 2, 3a, 3b, 3c, or 3d. Loans with a “4” risk grade have potential weaknesses and are watched carefully by management and are called “Other Loans Especially Mentioned” or OLEM. Loans with signs of credit deterioration generally are in grades 5 through 7 and are termed “classified” loans in accordance with guidelines established by the Banks’ regulators. These classified loans are either included in pool calculations or analyzed individually due to higher risk characteristics. A loan is considered “impaired” when, based upon current information and events, the probability is high that both the principal and interest due under the original contractual terms will not be collected in full. The Company measures impairment of collateral-dependent loans based on the fair value of the collateral less estimated costs to sell. Allocations for loans which are performing satisfactorily, generally in grades 1 through 3d, are based on historic experience for other performing loans, as well as environmental pressures on the different loan types and are assigned allocation factors representing risk levels.

Additionally, in evaluating the adequacy of the allowance for loan losses, management uses procedures and methods that take into account the following risk factors, though they are not intended to be an all inclusive list of the risks that could ultimately affect the adequacy of the allowance:

	-		The impact of changes in international, national, regional and local economic and business conditions and developments that affect the collectibility of the loan portfolio, including those within our geographic market.
	-		The cumulative impact of the extended duration of this economic deterioration on our borrowers, in particular those with real estate related loans or businesses.
	-		Changes in the nature and volume of our loan portfolio.
	-		The impact of changes in the experience, ability, and depth of the Company’s lending management and other relevant staff.
	-		Changes in the value of underlying collateral for collateral-dependent loans.
	-		The impact of changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans.
	-		Changes in the quality of the Company’s loan review system.

The allowance for loan losses at September 30, 2010 was $8,317,000, or 2.36% of loans outstanding, compared to $7,431,000, or 1.99% of loans outstanding, at December 31, 2009, and to $7,357,000, or 1.92% of loans outstanding, at September 30, 2009. At September 30, 2010 the Company had $18,189,000 in non-accruing loans, no loans more than ninety days past due and still accruing interest, and $14,714,000 in other real estate owned. This compares to $14,881,000 in non-accruing loans, no loans more than ninety days past due and still accruing interest, and $11,490,000 in other real estate owned at December 31, 2009. At September 30, 2009 the Company had $20,153,000 in non-accruing loans, $214,000 in loans more than ninety days past due and still accruing interest, and $10,073,000 in other real estate owned. The increase in non-accruing loans and other real estate owned from December 31, 2009 to September 30, 2010 is due to the continuing weakened economic environment. The Company’s non-performing loans at September 30, 2010 consisted of $16,162,000 in mortgage loans, $2,008,000 in commercial loans, and $19,000 in consumer loans. Non-performing assets as a percentage of loans and other real estate were 8.97%, 6.85% and 7.73% at September 30, 2010, December 31, 2009 and September 30, 2009, respectively. The $14,714,000 in other real estate owned at September 30, 2010, consists of $11,919,000 in construction and land development property, $2,067,000 in 1-to-4-family residential properties, $376,000 in multi-family properties and $352,000 in non-farm non-residential properties.

Net charge-offs during the nine months ended September 30, 2010 were $5,224,000 compared to net charge-offs of $6,744,000 for the year ended December 31, 2009 and net charge-offs of $5,469,000 for the nine months ended September 30, 2009. The allowance for loan losses as a percentage of non-performing loans was 46%, 50%, and 36% as of September 30, 2010, December 31, 2009, and September 30, 2009, respectively.

The Company’s local economy continues to struggle. The housing market, including construction and development projects, has experienced stress from reduced cash flows of individual borrowers, limited bank financing and credit availability, and slow property sales. Although management considers the allowance for loan losses adequate to cover inherent losses on loans outstanding at September 30, 2010, no assurance can be given that the Company will not sustain loan losses in any particular period which are sizable in relation to the amount reserved or that subsequent evaluation 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. However, the Company continues to diligently assess its risk, particularly in the real estate market, and the Company’s special assets department has been proactive in foreclosure actions and sales in 2010 and 2009. Management believes these actions should start to decrease the Company’s non-performing assets levels in future periods.

Securities

The Company invests primarily in obligations of the United States or obligations guaranteed as to principal and interest by the United States, other taxable securities, and certain obligations of states and municipalities. The Company had $52,000 in trading assets at September 30, 2010, compared to $128,000 at December 31, 2009 and $214,000 in trading assets at September 30, 2009. The Company uses its investment portfolio to provide liquidity for unexpected deposit liquidation or loan generation, to meet the Company’s interest-rate sensitivity goals, to secure public deposits, and to generate income. At September 30, 2010 securities totaled $140,350,000, which represented 28.7% of total earning assets. Total securities increased $24,137,000 or 20.8% from $116,213,000 invested as of December 31, 2009 and increased $26,060,000 or 22.8% from $114,290,000 invested as of September 30, 2009. The size of the Company’s investment portfolio is managed and fluctuates from time to time based on the amount of public deposits held, loan demand, liquidity needs, investment strategy, and other pertinent factors.

At September 30, 2010 the Company’s total investments classified as available for sale had an amortized cost of $124,917,000 and a market value of $128,287,000 for a net unrealized gain of $3,370,000. This compares to an amortized cost of $100,159,000 and a market value of $103,227,000 for an unrealized gain of $3,068,000 on the Company’s investments classified as available for sale at December 31, 2009. At September 30, 2009 the Company’s total investments classified as available for sale had an amortized cost of $95,324,000 and a market value of $99,641,000 for an unrealized gain of $4,317,000. Management believes that maintaining most of its securities in the available-for-sale category provides greater flexibility in the management of the overall investment portfolio. In cases where the market value is less than book value, the Company has the ability and intent to hold securities that are in an unrealized loss position until a market price recovery or maturity, and therefore these securities are not considered impaired on an other-than-temporary basis.

During the first nine months of 2010 the Company sold approximately $17 million of available-for-sale securities for a net gain of approximately $964,000. The proceeds of the sale were mostly reinvested in other available-for-sale securities. Although the new securities typically bear lower rates of interest than the securities sold, the sales allowed the Company to increase the levels of capital at the Banks.

Securities with carrying amounts of $31,066,000 at September 30, 2010 were pledged to secure public deposits and for other purposes required or permitted by law.

Other Real Estate Owned

The Company’s other real estate owned was $14,714,000 at September 30, 2010, an increase of $3,224,000 or 28.1% from $11,490,000 at December 31, 2009 and an increase of $4,641,000, or 46.1% from $10,073,000 at September 30, 2009. During the first nine months of 2010, the Company acquired $7,840,000 in other real estate, sold $4,492,000 in properties and wrote-down $124,000 of other real estate owned. During 2009, the Company acquired $15,536,000 in other real estate, sold $9,344,000 in properties and wrote-down $130,000.

Cash Surrender Value of Life Insurance

The Company’s cash surrender value of life insurance was $12,668,000 at September 30, 2010, an increase of $364,000, or 3.0%, from the $12,304,000 held at December 31, 2009 and an increase of $487,000, or 4.0%, from the $12,181,000 held at September 30, 2009. The increase in cash surrender value of life insurance is due to normal appreciation in the cash surrender value associated with the ownership of these assets. Earnings from the ownership of these policies are informally used to partially offset the cost of certain employee-related benefits.

Cash and Cash Equivalents

The Company’s cash and cash equivalents decreased $15,805,000, or 58.8%, to $11,069,000 at September 30, 2010 from $26,874,000 at December 31, 2009, and decreased $3,890,000, or 26.0%, from $14,959,000 at September 30, 2009. The substantial decrease in cash and cash equivalents is largely attributable to an increase in investment securities at the Banks. From time to time there are swings in the level of cash and cash equivalents, which are due to normal fluctuations in the Banks’ needs and sources for immediate and short-term liquidity.

Deposits

The Banks’ primary source of funds for loans and investments is their deposits. Total deposits decreased $10,999,000, or 2.3%, to $473,997,000 at September 30, 2010 from $484,996,000 at December 31, 2009 and increased $16,506,000, or 3.6%, from $457,491,000 at September 30, 2009. Competition for deposit accounts is primarily based on the interest rates paid, location convenience and services offered.

For the nine months ended September 30, 2010, interest-bearing deposits averaged $427,270,000 compared to $399,811,000 for the same period of 2009. From time to time the Banks solicit certificates of deposit from various sources through brokers. This is done to reduce the need for funding from other short-term sources such as federal funds purchased and short-term borrowings from the Federal Home Loan Bank of Atlanta, as well as to manage the interest rate risk at the Banks. At September 30, 2010 brokered deposits totaled $42,971,000, compared to $59,565,000 and $51,475,000 in brokered deposits at December 31, 2009 and September 30, 2009. At September 30, 2010, of the total brokered deposits $17,850,000 was acquired through the Certificate of Deposit Account Registry Service (“CDARS”), compared with $34,517,000 at December 31, 2009 and $25,287,000 at September 30, 2009. The Company considers brokered funds to be an attractive alternative funding source available to use while continuing its efforts to maintain and grow its local deposit base.

The average interest rate paid on interest-bearing deposits was 1.74% during the nine months ended September 30, 2010 compared to 2.59% for the same period of 2009 and 2.43% for the twelve months ended December 31, 2009. In pricing deposits, the Company considers its liquidity needs, the direction and levels of interest rates, and local market conditions. At September 30, 2010, interest-bearing deposits comprised 89.7% of total deposits compared to 88.6% at December 31, 2009 and 90.0% at September 30, 2009.

The Company's core deposit base consists largely of consumer time deposits less than $100,000, savings accounts, NOW accounts, money market accounts, and checking accounts. Although such core deposits are becoming increasingly interest-sensitive for both the Company and the industry as a whole, these core deposits still continue to provide the Company with a large source of relatively stable funds. Core deposits as a percentage of total deposits averaged approximately 75% at September 30, 2010, 78% at December 31, 2009 and 76% at September 30, 2009. Time deposits of $100,000 or more represented 25.1% of total deposits at September 30, 2010, 26.0% at December 31, 2009 and 24.3% at September 30, 2009. The Company’s larger denomination time deposits are generally garnered from customers within the local market areas of its Banks, and therefore may have a greater degree of stability than is typically associated with this source of funds at other financial institutions. The permanent increase of the maximum FDIC insurance amount from $100,000 to $250,000 may also provide stability to time deposits over $100,000 but less than $250,000.

Borrowings

The Company’s borrowings are typically comprised of federal funds purchased, securities sold under repurchase agreements, and short-term advances from the Federal Home Loan Bank (“FHLB”). At September 30, 2010 borrowings totaled $12,856,000 and were comprised solely of securities sold under repurchase agreements. At December 31, 2009 borrowings totaled $13,184,000 and were comprised of $399,000 in federal funds purchased, and $12,785,000 in securities sold under repurchase agreements. At September 30, 2009 borrowings totaled $30,485,000 and were comprised of $16,500,000 in short-term advances from the FHLB and $13,985,000 in securities sold under repurchase. Federal funds purchased and short-term FHLB advances are used primarily for the immediate cash needs of the Company.

LIQUIDITY

Liquidity management involves meeting the cash flow requirements of the Company. The Company’s liquidity position is primarily dependent upon its need to respond to short-term demand for funds caused by increased loan demand and withdrawals from deposit accounts. The Company’s primary liquidity sources include cash and due from banks, federal funds sold, securities available for sale and a line of credit established with a correspondent bank. In addition, the Company (through the Banks) has the ability to borrow funds on a short-term basis from the Federal Reserve System and to purchase federal funds from other financial institutions. The Banks are also members of the Federal Home Loan Bank System and have the ability to borrow both short-term and long-term funds on a secured basis. At September 30, 2010, The Peoples National Bank had total borrowing capacity from the FHLB equal to $64,230,000, all of which was unused. Bank of Anderson, N.A. had total borrowing capacity from the FHLB equal to $27,820,000, all of which was unused at September 30, 2010. Seneca National Bank had established secured lines of credit with the FHLB at September 30, 2010 of $11,590,000, all of which was unused. At September 30, 2010, the Banks also had unused federal funds lines of credit with various correspondent banks totaling $22,000,000.

Peoples Bancorporation, Inc., the parent holding company, has limited liquidity needs outside those of its subsidiaries, and requires funds to pay limited operating expenses and dividends. The parent company’s liquidity needs are fulfilled through management fees assessed to each subsidiary bank and from dividends passed up to the parent company from the Banks.

During the first nine months of 2010, the Company made capital expenditures of approximately $163,000 related to new information technology equipment and upgrades, office equipment, an ATM and building upgrades at two of our Bank locations. The Company also makes other capital expenditures in the normal course of business.

Company management believes its liquidity sources are adequate to meet its operating needs and is not aware of any trends that may result in the Company’s liquidity materially increasing or decreasing.

OFF-BALANCE SHEET RISK AND DERIVATIVE FINANCIAL INSTRUMENTS

The Company, through the operations of the Banks, makes contractual commitments to extend credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to customers of the Banks at predetermined interest rates for a specified period of time. At September 30, 2010, the Banks had issued commitments to extend credit of $72,827,000 through various types of arrangements. The commitments generally expire within one year. Past experience indicates that many of these commitments to extend credit will expire not fully used. As described under “Liquidity,” the Company believes that it has adequate sources of liquidity to fund commitments that are drawn upon by the borrowers.

In addition to commitments to extend credit, the Banks also issue standby letters of credit, which are assurances to a third party that it will not suffer a loss if the Bank’s customer fails to meet its contractual obligation to the third party. Standby letters of credit totaled $2,628,000 at September 30, 2010. Past experience indicates that many of these standby letters of credit will expire unused. However, through its various sources of liquidity, the Company believes that it will have the necessary resources to meet these obligations should the need arise. Various types of collateral secure most of the standby letters of credit. The Company believes that the risk of loss associated with standby letters of credit is comparable to the risk of loss associated with its loan portfolio.

Neither the Company nor the Banks are involved in any other off-balance sheet contractual relationships or transactions that could result in liquidity needs or other commitments or significantly impact earnings.

CAPITAL ADEQUACY AND RESOURCES

The capital needs of the Company have been met through the retention of earnings and from the proceeds of prior stock offerings.

The Company and the Banks are required to maintain certain capital ratios by federal banking regulators. The following table sets forth the capital ratios for the Company and the Banks as of September 30, 2010:

CAPITAL RATIOS

(Dollars in thousands)

	Actual					Well Capitalized Requirement					Adequately Capitalized Requirement
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Company:
Total Risk-based Capital	$	52,849		14.02	%		N/A		N/A		$	30,156		8.00	%
Tier 1 Risk-based Capital		48,155		12.77			N/A		N/A			15,084		4.00
Leverage Ratio		48,155		8.89			N/A		N/A			21,677		4.00

The Peoples National Bank (1):
Total Risk-based Capital	$	30,968		13.13	%	$	23,586		10.00	%	$	18,869		8.00	%
Tier 1 Risk-based Capital		27,981		11.86			14,156		6.00			9,437		4.00
Leverage Ratio		27,981		8.71			16,063		5.00			12,850		4.00

Bank of Anderson, N. A. (1):
Total Risk-based Capital	$	13,502		15.36	%	$	8,790		10.00	%	$	7,032		8.00	%
Tier 1 Risk-based Capital		12,397		14.11			5,272		6.00			3,514		4.00
Leverage Ratio		12,397		8.73			7,100		5.00			5,680		4.00

Seneca National Bank (1):
Total Risk-based Capital	$	7,212		13.61	%	$	5,299		10.00	%	$	4,239		8.00	%
Tier 1 Risk-based Capital		6,611		12.47			3,181		6.00			2,121		4.00
Leverage Ratio		6,611		8.76			3,773		5.00			3,019		4.00

(1) The OCC has established individual minimum capital ratios for the three Banks pursuant to 12 C.F.R. Section 3.10. These minimum requirements exceed the normal regulatory requirements to be well capitalized. Currently each of the Banks is required to maintain 12% total risk-based capital, 10% tier 1 risk-based capital, and 8% leverage ratio.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to a change in interest rates, exchange rates and equity prices. The Company’s primary type of market risk is interest-rate risk.

The primary objective of Asset/Liability Management at the Company is to manage interest-rate risk and achieve reasonable stability in net interest income throughout interest-rate cycles in order to maintain adequate liquidity. The Company seeks to achieve this objective by maintaining the proper balance of rate-sensitive earning assets and rate-sensitive liabilities. The relationship of rate-sensitive earning assets to rate-sensitive liabilities is the principal factor in projecting the effect that fluctuating interest rates will have on future net interest income. Rate-sensitive assets and rate-sensitive liabilities are those that can be repriced to current market rates within a relatively short time period. Management monitors the rate sensitivity of earning assets and interest-bearing liabilities over the entire life of these instruments, but places particular emphasis on the first year.

Each of the Banks has established an Asset/Liability Management Committee. These committees use a variety of tools to analyze interest-rate sensitivity, including a static gap presentation and a simulation model. A static gap presentation reflects the difference between total interest-sensitive assets and liabilities within certain time periods. While the static gap is a widely used measure of interest-rate sensitivity, it is not, in management’s opinion, the best indicator of a company’s true sensitivity position. Accordingly, the Banks also use an earnings simulation model that estimates the variations in interest income under different interest-rate environments to measure and manage the Bank’s short-term interest-rate risk. According to the model, as of September 30, 2010 the Company was positioned so that net interest income would increase $391,000 over the next twelve months if market interest rates were to suddenly rise by 100 basis points at the beginning of the same period. Conversely, net interest income would decline $70,000 over the next twelve months if interest rates were to suddenly decline by 100 basis points at the beginning of the same period. Computation of prospective effects of hypothetical interest-rate changes are based on numerous assumptions, including relative levels of market interest rates and loan prepayment, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate all actions that the Company and its customers could undertake in response to changes in interest rates.

Additionally, each of the Banks measures anticipated changes in its theoretical economic value of equity in order to ascertain its long-term interest-rate risk. This is done by calculating the difference between the theoretical market value of the Bank’s assets and liabilities and subjecting the balance sheet to different interest-rate environments to measure and manage long-term interest rate risk.

It is the responsibility of the Asset/Liability Committees to establish parameters for various interest risk measures, to set strategies to control interest-rate risk within those parameters, to maintain adequate and stable net interest income, and to direct the implementation of tactics to facilitate achieving these objectives.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or 240.15d-15(b) of the Company’s disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15(e) and 240.15d-15(e))), the Company’s chief executive officer and chief financial officer concluded that such controls and procedures, as of the end of the period covered by this quarterly report, were effective.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 6. Exhibits

Exhibits.

	10	Formal Agreement between The Peoples National Bank and the Office of the Comptroller of the Currency, dated August 16, 2010
	31.1	Rule 13a-14(a) / 15d-14(a) Certifications
	31.2	Rule 13a-14(a) / 15d-14(a) Certifications
	32	Section 1350 Certifications

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.

PEOPLES BANCORPORATION, INC.

Dated: November 12, 2010	By:	/s/ L. Andrew Westbrook, III
		L. Andrew Westbrook, III
		President and Chief Executive Officer


Dated: November 12, 2010	By:	/s/ Robert E. Dye, Jr.
		Robert E. Dye, Jr.
		Senior Vice President and CFO
		(principal financial officer)

Exhibit Index

Exhibit No. Description of Exhibit

	10	Formal Agreement between The Peoples National Bank and the Office of the Comptroller of the Currency, dated August 16, 2010
	31.1	Rule 13a-14(a) / 15d-14(a) Certifications
	31.2	Rule 13a-14(a) / 15d-14(a) Certifications
	32	Section 1350 Certifications

PEOPLES BANCORPORATION INC /SC/ - FORM 10-Q - November 12, 2010

Attached files

PEOPLES BANCORPORATION INC /SC/ Reports