10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended June 30, 2011

OR

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

For the transition period from                      to                     

Commission File Number: 0-49912

MOUNTAIN NATIONAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Tennessee (State or other jurisdiction of incorporation or organization)	75-3036312 (I.R.S. Employer Identification No.)
300 East Main Street
Sevierville, Tennessee	37862
(Address of principal executive offices)	(Zip Code)

(865) 428-7990
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

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

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(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 o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. Common stock outstanding: 2,631,611 shares as of August 1, 2011.

MOUNTAIN NATIONAL BANCSHARES, INC.
Quarterly Report on Form 10-Q
For the quarter ended June 30, 2011

Table of Contents

Item	Page
Number	Number
Part I — Financial Information
1. Financial Statements (Unaudited)
Consolidated Balance Sheets — June 30, 2011 and December 31, 2010		3
Consolidated Statements of Operations — Three and six months ended June 30, 2011 and 2010		4
Consolidated Statements of Changes in Shareholders’ Equity — Six months ended June 30, 2011 and 2010		5
Consolidated Statements of Cash Flows — Six months ended June 30, 2011 and 2010		6
Notes to Consolidated Financial Statements		7
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
4. Controls and Procedures		56
Part II — Other Information
1A. Risk Factors		58
6. Exhibits		59
Signatures		60
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MOUNTAIN NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2011			2010
	(unaudited)
ASSETS
Cash and due from banks	$	27,037,257		$	30,039,647
Federal funds sold		7,237,291			2,536,173
Total cash and cash equivalents		34,274,548			32,575,820
Securities available for sale		87,450,781			86,316,591
Securities held to maturity, fair value $1,441,590 at June 30, 2011 and $1,303,080 at December 31, 2010		1,348,823			1,317,951
Restricted investments, at cost		3,846,950			3,843,150
Loans, net of allowance for loan losses of $14,189,651 at June 30, 2011 and $10,942,414 at December 31, 2010		330,433,752			363,413,050
Investment in partnership		4,344,720			4,303,600
Premises and equipment		31,973,618			32,600,673
Accrued interest receivable		1,383,074			1,495,869
Cash surrender value of company owned life insurance		11,971,699			11,774,605
Other real estate owned		9,870,404			13,140,698
Other assets		4,500,872			6,424,504
Total assets	$	521,399,241		$	557,206,511
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand deposits	$	50,657,932		$	47,638,792
NOW accounts		53,608,086			57,344,798
Money market accounts		49,966,061			49,701,122
Savings accounts		23,230,999			23,733,795
Time deposits		260,433,414			271,172,901
Total deposits		437,896,492			449,591,408
Securities sold under agreements to repurchase		1,150,244			432,016
Accrued interest payable		737,968			719,133
Subordinated debentures		13,403,000			13,403,000
Federal Home Loan Bank advances		55,200,000			55,200,000
Other liabilities		1,513,598			2,186,784
Total liabilities		509,901,302			521,532,341
Commitments and contingencies
Shareholders’ equity:
Preferred stock, no par value; 1,000,000 shares authorized; 0 shares issued and outstanding		—			—
Common stock, $1.00 par value; 10,000,000 shares authorized; 2,631,611 issued and outstanding		2,631,611			2,631,611
Additional paid-in capital		42,281,013			42,229,713
Retained earnings (deficit)		(33,356,112	)		(8,122,476	)
Accumulated other comprehensive income (loss)		(58,573	)		(1,064,678	)
Total shareholders’ equity		11,497,939			35,674,170
Total liabilities and shareholders’ equity	$	521,399,241		$	557,206,511

See accompanying Notes to Consolidated Financial Statements

3

MOUNTAIN NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Six months ended June 30,						Three months ended June 30,
	2011			2010			2011			2010
INTEREST INCOME
Loans	$	9,236,933		$	10,418,993		$	4,627,435		$	5,270,558
Taxable securities		1,181,464			1,371,089			628,297			602,155
Tax-exempt securities		116,127			145,304			58,213			42,547
Federal funds sold and deposits in other banks		15,774			27,494			9,890			16,796
Total interest income		10,550,298			11,962,880			5,323,835			5,932,056
INTEREST EXPENSE
Deposits		2,817,804			4,208,498			1,364,505			2,029,316
Federal funds purchased		—			1,330			—			1,330
Repurchase agreements		6,773			14,312			4,083			8,393
Federal Reserve and Federal Home Loan Bank advances		1,115,472			1,288,433			560,898			650,277
Subordinated debentures		162,143			162,113			85,394			82,062
Total interest expense		4,102,192			5,674,686			2,014,880			2,771,378
Net interest income		6,448,106			6,288,194			3,308,955			3,160,678
Provision for loan losses		20,363,488			546,700			17,363,488			334,400
Net interest income after provision for loan losses		(13,915,382	)		5,741,494			(14,054,533	)		2,826,278
NONINTEREST INCOME
Service charges on deposit accounts		745,763			844,507			367,691			446,295
Other fees and commissions		714,016			682,220			383,417			355,776
Gain on sale of mortgage loans		40,967			69,330			18,312			23,617
Investment gains and losses, net		48,009			1,192,155			48,009			238,546
Other real estate gains and losses, net		(4,693,445	)		231,953			(4,707,118	)		193,494
Other noninterest income		332,999			434,025			191,139			220,996
Total noninterest income		(2,811,691	)		3,454,190			(3,698,550	)		1,478,724
NONINTEREST EXPENSE
Salaries and employee benefits		4,011,738			4,430,961			2,016,320			2,088,608
Occupancy expenses		903,383			867,350			449,375			418,650
FDIC assessment expense		795,757			611,753			443,925			299,441
Other operating expenses		3,314,791			2,930,493			1,810,237			1,450,505
Total noninterest expense		9,025,669			8,840,557			4,719,857			4,257,204
Income (loss) before income tax expense (benefit)		(25,752,742	)		355,127			(22,472,940	)		47,798
Income tax expense (benefit)		(519,106	)		(116,273	)		(618,341	)		(94,488	)
Net income (loss)	$	(25,233,636	)	$	471,400		$	(21,854,599	)	$	142,286
EARNINGS (LOSS) PER SHARE
Basic	$	(9.59	)	$	0.18		$	(8.30	)	$	0.05
Diluted	$	(9.59	)	$	0.18		$	(8.30	)	$	0.05

See accompanying Notes to Consolidated Financial Statements

4

MOUNTAIN NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Six Months Ended June 30, 2011 and 2010

(unaudited)

											Accumulated
						Additional		Retained			Other			Total
	Comprehensive			Common		Paid-in		Earnings			Comprehensive			Shareholders’
	Income (Loss)			Stock		Capital		(Deficit)			Income/(Loss)			Equity
BALANCE, January 1, 2010				$	2,631,611	$	42,125,828	$	2,328,702		$	283,014		$	47,369,155
Share-based compensation							32,110								32,110
Comprehensive income (loss):
Net income	$	471,400							471,400						471,400
Other comprehensive income:
Change in unrealized gains (losses) on securities available-for-sale		158,237										158,237			158,237
Total comprehensive income		629,637
BALANCE, June 30, 2010					2,631,611		42,157,938		2,800,102			441,251			48,030,902
BALANCE, January 1, 2011				$	2,631,611	$	42,229,713	$	(8,122,476	)	$	(1,064,678	)	$	35,674,170
Share-based compensation							51,300								51,300
Comprehensive income (loss):
Net loss		(25,233,636	)						(25,233,636	)					(25,233,636	)
Other comprehensive income:
Change in unrealized gains (losses) on securities available-for-sale		1,006,105										1,006,105			1,006,105
Total comprehensive loss	$	(24,227,531	)
BALANCE, June 30, 2011				$	2,631,611	$	42,281,013	$	(33,356,112	)	$	(58,573	)	$	11,497,939

See accompanying Notes to Consolidated Financial Statements

5

MOUNTAIN NATIONAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Six months ended June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(25,233,636	)	$	471,400
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		758,728			818,354
Net realized gains on securities available for sale		(48,009	)		(1,180,631	)
Net realized gains on securities held to maturity		—			(11,524	)
Net amortization on available for sale securities		554,020			271,332
Increase in held to maturity due to accretion		(30,872	)		(31,054	)
Provision for loan losses		20,363,488			546,700
Net (gain) loss on other real estate		4,693,445			(231,953	)
Gross mortgage loans originated for sale		(1,350,699	)		(1,206,996	)
Gross proceeds from sale of mortgage loans		1,421,766			1,276,326
Gain on sale of mortgage loans		(40,967	)		(69,330	)
Increase in cash surrender value of life insurance		(197,094	)		(198,000	)
Investment in partnership		(41,120	)		(18,790	)
Share-based compensation		51,300			32,110
Change in operating assets and liabilities:
Accrued interest receivable		112,795			662,204
Accrued interest payable		18,835			64,479
Other assets and liabilities		735,039			637,527
Net cash provided by operating activities		1,767,019			1,832,154
CASH FLOWS FROM INVESTING ACTIVITIES
Activity in available-for-sale securities:
Proceeds from sales		3,861,274			91,615,721
Proceeds from maturities, prepayments and calls		10,870,506			259,205,543
Purchases		(14,850,469	)		(310,404,414	)
Activity in held-to-maturity securities:
Proceeds from sales		—			520,000
Purchases of restricted investments		(3,800	)		(27,100	)
Loan originations and principal collections, net		9,519,864			6,856,013
Purchase of premises and equipment		(21,723	)		(169,178	)
Proceeds from sale of other real estate		1,532,745			2,467,947
Net cash provided by investing activities		10,908,397			50,064,532
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits		(11,694,916	)		(38,471,158	)
Proceeds from Federal Reserve/Federal Home Loan Bank advances		—			43,000,000
Matured Federal Reserve/Federal Home Loan Bank advances		—			(43,200,000	)
Net increase in securities sold under agreements to repurchase		718,228			1,422,287
Net cash used in financing activities		(10,976,688	)		(37,248,871	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,698,728			14,647,815
CASH AND CASH EQUIVALENTS, beginning of period		32,575,820			14,104,636
CASH AND CASH EQUIVALENTS, end of period	$	34,274,548		$	28,752,451
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	4,083,357		$	5,610,207
Income taxes		—			50,000
Non-cash investing and financing activities:
Transfers from loans to other real estate owned		3,065,846			2,863,416
Loans advanced for sales of other real estate		—			1,485,992
Transfers from held-to-maturity to available-for-sale securities		—			439,097

See accompanying Notes to Consolidated Financial Statements

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation and Accounting Policies

The unaudited consolidated financial statements in this report have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions of Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements include the accounts of Mountain National Bancshares, Inc., a Tennessee corporation (the “Company”), and its subsidiaries. The Company’s principal subsidiary is Mountain National Bank, a national association (the “Bank”). All material intercompany accounts and transactions have been eliminated in consolidation.

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are now such matters that will have a material effect on the financial statements.

Certain information and note disclosures normally included in the Company’s annual audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from the unaudited financial statements in this report. Consequently, the quarterly financial statements should be read in conjunction with the notes included herein and the notes to the audited financial statements presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The unaudited quarterly financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results of operations for interim periods presented. All such adjustments were of a normal, recurring nature. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the complete fiscal year.

Reclassifications: Some items in prior year financial statements were reclassified to conform to current presentation.

Note 2. New Accounting Standards

In April 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU No. 2011-02 intended to provide additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a Troubled Debt Restructuring (“TDR”). The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered TDRs. The Company does not expect the adoption of this guidance to have a significant impact on the financial results.

In April 2011, the FASB issued ASU No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements.” ASU No. 2011-03 modifies the criteria for determining when repurchase agreements would be accounted for as a secured borrowing rather than as a sale. Currently, an entity that maintains effective control over transferred financial assets must account for the transfer as a secured borrowing rather than as a sale. The provisions of ASU No. 2011-03 remove from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee. The FASB believes that contractual rights and obligations determine effective control and that there does not need to be a requirement to assess the ability to exercise those rights. ASU No. 2011-03 does not change the other existing criteria used in the assessment of effective control. The provisions of ASU No. 2011-03 are effective prospectively for transactions, or modifications of existing transactions, that occur on or after January 1, 2012. Adoption of this ASU is not expected to have a material impact on the Company’s financial results.

7

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” The provisions of ASU No. 2011-05 allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The statement(s) are required to be presented with equal prominence as the other primary financial statements. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity but does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The provisions of ASU No. 2011-05 are effective for the Company’s interim reporting period beginning on or after December 15, 2011, with retrospective application required. The adoption of ASU No. 2011-05 is expected to result in presentation changes to the Company’s statements of income and the addition of a statement of comprehensive income. The adoption of ASU No. 2011-05 will have no impact on the Company’s statements of condition.

8

Note 3. Investment Securities

The following table summarizes the amortized cost and fair value of the available-for-sale and held-to-maturity investment securities portfolio at June 30, 2011 and December 31, 2010 and the corresponding amounts of unrealized gains and losses therein.

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
June 30, 2011
Available-for-sale
U. S. Government securities	$	249,974	$	—	$	(13	)	$	249,961
Obligations of states and political subdivisions		5,219,653		72,234		(146,709	)		5,145,178
Mortgage-backed securities-residential		81,245,673		880,281		(70,312	)		82,055,642
Total available-for-sale securities	$	86,715,300	$	952,515	$	(217,034	)	$	87,450,781
Held-to-maturity
Obligations of states and political subdivisions	$	1,348,823	$	92,767	$	—		$	1,441,590
December 31, 2010
Available-for-sale
U. S. Government securities	$	249,879	$	—	$	(13	)	$	249,866
Obligations of states and political subdivisions		5,201,492		17,407		(296,786	)		4,922,113
Mortgage-backed securities-residential		81,754,184		134,557		(744,129	)		81,144,612
Total available-for-sale securities	$	87,205,555	$	151,964	$	(1,040,928	)	$	86,316,591
Held-to-maturity
Obligations of states and political subdivisions	$	1,317,951	$	—	$	(14,871	)	$	1,303,080

9

The amortized cost and fair value of the investment securities portfolio are shown below by expected maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2011
	Amortized		Fair
	Cost		Value
Maturity
Available-for-sale
Within one year	$	249,974	$	249,961
One to five years		266,264		265,634
Five to ten years		1,811,630		1,868,399
Beyond ten years		3,141,759		3,011,145
Mortgage-backed securities-residential		81,245,673		82,055,642
Total	$	86,715,300	$	87,450,781
Held-to-maturity
Five to ten years		738,804		785,540
Beyond ten years		610,019		656,050
Total	$	1,348,823	$	1,441,590

The following table summarizes the investment securities with unrealized losses at June 30, 2011 and December 31, 2010 aggregated by major security type and length of time in a continuous unrealized loss position.

	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
June 30, 2011
Available-for-sale
U.S. Government securities	$	249,961	$	(13	)	$	—	$	—		$	249,961	$	(13	)
Obligations of states and political subdivisions		1,242,524		(23,740	)		1,658,791		(122,969	)		2,901,315		(146,709	)
Mortgage-backed securities-residential		12,030,953		(70,312	)		—		—			12,030,953		(70,312	)
Total available-for-sale	$	13,523,438	$	(94,065	)	$	1,658,791	$	(122,969	)	$	15,182,229	$	(217,034	)
December 31, 2010
Available-for-sale
U.S. Government securities	$	249,866	$	(13	)	$	—	$	—		$	249,866	$	(13	)
Obligations of states and political subdivisions		3,632,820		(112,755	)		1,571,970		(198,902	)		5,204,790		(311,657	)
Mortgage-backed securities-residential		57,369,268		(744,129	)		—		—			57,369,268		(744,129	)
Total available-for-sale	$	61,251,954	$	(856,897	)	$	1,571,970	$	(198,902	)	$	62,823,924	$	(1,055,799	)

10

Proceeds from sales of securities were approximately $4 million and $92 million for the six months ended June 30, 2011 and 2010, respectively. Gross gains of $48,009 and $1,251,526 and gross losses of $0 and $59,371 were realized on these sales during the six months ended June 30, 2011 and 2010, respectively.

During the first quarter of 2010, the Bank sold one security classified as held-to-maturity. The remaining held-to-maturity security in the Bank’s portfolio was reclassified as available for sale. The approximately $1.3 million residual balance in held-to-maturity securities at June 30, 2011 represents securities held in the portfolio of MNB Investments, Inc., a consolidated subsidiary of the Bank. MNB Investments, Inc. does not intend and it is not more likely than not that it would be required to sell these securities prior to maturity.

Proceeds from sales of securities available for sale were approximately $4 million and $11 million for the three months ended June 30, 2011 and 2010, respectively. Gross gains of $48,009 and $238,547 and no losses were realized on these sales during the second quarter of 2011 and 2010, respectively.

Other-Than-Temporary-Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. In determining OTTI, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. Otherwise, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income (loss), net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

As of June 30, 2011, the Company’s securities portfolio consisted of 84 securities, 18 of which were in an unrealized loss position. The majority of unrealized losses are related to the Company’s mortgage-backed securities and obligations of states and political subdivisions, as discussed below.

Unrealized losses on mortgage-backed securities and obligations of states and political subdivisions have not been recognized into income because the issuer(s)’ bonds are of high credit quality, the decline in fair value is largely due to changes in interest rates and other market conditions, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2011.

11

Note 4. Net Earnings (Loss) Per Common Share

Net earnings (loss) per common share are based on the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the effects of potential common shares outstanding, including shares issuable upon the exercise of options for which the exercise price is lower than the market price of the common stock, during the period.

The following is a summary of the basic and diluted earnings (loss) per share calculation for the three and six months ended June 30, 2011 and 2010:

	Six-Months Ended					Three-Months Ended
	June 30,					June 30,
	2011			2010		2011			2010
Basic earnings (loss) per share calculation:
Numerator — Net income (loss)	$	(25,233,636	)	$	471,400	$	(21,854,599	)	$	142,286
Denominator — Average common shares outstanding		2,631,611			2,631,611		2,631,611			2,631,611
Basic net income (loss) per share	$	(9.59	)	$	0.18	$	(8.30	)	$	0.05
Diluted earnings (loss) per share calculation:
Numerator — Net income (loss)		(25,233,636	)		471,400		(21,854,599	)		142,286
Denominator — Average common shares outstanding		2,631,611			2,631,611		2,631,611			2,631,611
Dilutive shares contingently issuable		—			—		—			—
Average dilutive common shares outstanding		2,631,611			2,631,611		2,631,611			2,631,611
Diluted net income (loss) per share	$	(9.59	)	$	0.18	$	(8.30	)	$	0.05

During the six months ended June 30, 2011 and 2010, there were options for the purchase of 117,148 and 122,133 shares, respectively, outstanding during each time period that were antidilutive. During the three months ended June 30, 2011 and 2010, there were options for the purchase of 117,148 and 122,133 shares, respectively, outstanding during each time period that were antidilutive. These shares were accordingly excluded from the calculations above.

12

Note 5. Loans and Allowance for Loan Losses

At June 30, 2011 and December 31, 2010, the Bank’s loans consisted of the following (in thousands):

	June 30,			December 31,
	2011			2010
Mortgage loans on real estate:
Residential 1-4 family	$	75,421		$	86,403
Residential multifamily		6,079			6,147
Commercial real estate		131,551			133,917
Construction and land development		69,513			83,543
Second mortgages		7,554			8,880
Equity lines of credit		25,064			25,391
		315,182			344,281
Commercial loans		24,395			24,944
Consumer installment loans:
Personal		2,803			2,855
Credit cards		2,243			2,275
		5,046			5,130
Total Loans		344,623			374,355
Less: Allowance for loan losses		(14,190	)		(10,942	)
Loans, net	$	330,433		$	363,413

Loans held for sale at June 30, 2011 and December 31, 2010 were $186,400 and $216,500, respectively. These loans are included in residential 1-4 family loans in the table above.

Loans are stated at unpaid principal balances, less the allowance for loan losses. The “recorded investment” in loans presented throughout the Notes to the Consolidated Financial Statements is defined as the outstanding principal balance of loans. Interest income is accrued on the unpaid principal balance.

13

The following table presents the recorded investment in loans and the balance in the allowance for loan losses (“ALLL”) by portfolio segment and based on impairment method as of June 30, 2011 and December 31, 2010 (in thousands):

	Collectively Evaluated				Individually Evaluated
	for Impairment				for Impairment				Total
	June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2011		2010		2011		2010		2011		2010
Loans:
Construction and development	$	37,243	$	42,026	$	32,270	$	41,517	$	69,513	$	83,543
Residential real estate		92,349		97,639		21,769		29,182		114,118		126,821
Commercial real estate		106,501		112,389		25,050		21,529		131,551		133,918
Commercial		24,387		24,831		8		113		24,395		24,944
Consumer/other		2,765		2,839		38		15		2,803		2,854
Credit cards		2,243		2,275		—		—		2,243		2,275
Total ending loan balance	$	265,488	$	281,999	$	79,135	$	92,356	$	344,623	$	374,355
Allowance for loan losses:
Construction and development	$	2,384	$	1,445	$	1,567	$	1,647	$	3,951	$	3,092
Residential real estate		3,296		1,653		526		2,444		3,822		4,097
Commercial real estate		3,496		1,444		1,003		617		4,499		2,061
Commercial		452		395		—		1		452		396
Consumer/other		106		97		—		1		106		98
Credit cards		260		121		—		—		260		121
Unallocated		1,100		1,077		—		—		1,100		1,077
Total ending allowance balance	$	11,094	$	6,232	$	3,096	$	4,710	$	14,190	$	10,942

The following table details the changes in the allowance for loan losses for the three and six months ended June 30, 2011 by portfolio segment (in thousands):

	Construction and			Residential			Commercial						Consumer /			Credit
	Development			Real Estate			Real Estate			Commercial			Other			Cards			Unallocated		Total
Six months ended June 30, 2011
Beginning balance	$	3,092		$	4,097		$	2,061		$	396		$	98		$	121		$	1,077	$	10,942
Charged-off loans		(7,620	)		(7,657	)		(1,703	)		(81	)		(33	)		(104	)		—		(17,198	)
Recovery of previously charged-off loans		17			6			49			—			8			2					82
Provision for loan losses		8,462			7,376			4,092			137			33			241			23		20,364
Ending balance	$	3,951		$	3,822		$	4,499		$	452		$	106		$	260		$	1,100	$	14,190
Three months ended June 30, 2011
Beginning balance	$	3,959		$	3,869		$	1,432		$	610		$	46		$	121		$	—	$	10,037
Charged-off loans		(6,781	)		(4,831	)		(1,478	)		(81	)		(18	)		(49	)		—		(13,238	)
Recovery of previously charged-off loans		17			5			1			—			3			1			—		27
Provision for loan losses		6,756			4,779			4,544			(77	)		75			187			1,100		17,364
Ending balance	$	3,951		$	3,822		$	4,499		$	452		$	106		$	260		$	1,100	$	14,190

14

A summary of transactions in the ALLL for the three and six months ended June 30, 2010 is as follows (in thousands):

	Six Months Ended			Three Months Ended
	June 30, 2010			June 30, 2010
Beginning balance	$	11,353		$	10,975
Charged-off loans		(1,945	)		(1,336	)
Recovery of previously charged-off loans		419			400
Provision for loan losses		547			335
Ending balance	$	10,374		$	10,374

Credit Quality Indicators:

The Company uses several credit quality indicators, which are updated at least annually, to manage credit risk in an ongoing manner. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as the following: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company uses an internal credit risk rating system that categorizes loans into pass, special mention or classified categories. Credit risk ratings are applied to all loans individually with the exception of credit cards.

The following are the definitions of the Company’s risk ratings:

Pass:	Loans that are not adversely rated, are contractually current as to principal and interest and are otherwise in compliance with the contractual terms of the loan or lease agreement. Management believes that there is a low likelihood of loss related to those loans that are considered pass.
Special	Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard/ Accruing:	Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Substandard/ Nonaccrual:	A loan classified as nonaccrual has all the deficiencies of a loan graded substandard but collection of the full amount of principal and interest owed is uncertain or unlikely and collateral support, if any, may be weak.
Doubtful:	Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing estimations, facts, conditions and values, highly questionable and improbable. Doubtful loans include only the portion of each specific loan deemed uncollectible and the classification can change as certain current information and facts are ascertained.

15

The following table presents by class and by risk category, the recorded investment in the Company’s loans as of June 30, 2011 and December 31, 2010 (in thousands):

	As of June 30, 2011
	Not				Special		Substandard		Substandard
	Rated		Pass		Mention		Accruing		Nonaccrual		Doubtful
Construction and development	$	—	$	29,020	$	3,618	$	14,369	$	21,555	$	951
Commercial real estate — mortgage		—		103,815		3,287		13,179		11,270		—
Commercial and industrial		—		23,196		156		1,043		—		—
Residential real estate
Residential mortgage		—		50,527		2,988		11,964		9,942		—
Home equity and junior liens		—		29,239		257		2,707		415		—
Multi-family		—		4,097		—		1,982		—		—
Total residential real estate		—		83,863		3,245		16,653		10,357		—
Consumer and other		—		2,634		26		118		25		—
Credit cards		2,243		—		—		—		—		—
Total	$	2,243	$	242,528	$	10,332	$	45,362	$	43,207	$	951

	As of December 31, 2010
	Not				Special		Substandard		Substandard
	Rated		Pass		Mention		Accruing		Nonaccrual		Doubtful
Construction and development	$	—	$	36,086	$	284	$	19,244	$	26,977	$	952
Commercial real estate — mortgage		—		99,649		1,044		26,863		6,362		—
Commercial and industrial		—		24,274		207		395		67		—
Residential real estate
Residential mortgage		—		54,332		2,905		11,720		17,446		—
Home equity and junior liens		—		30,841		669		1,561		1,201		—
Multi-family		—		4,454		—		1,692		—		—
Total residential real estate		—		89,627		3,574		14,973		18,647		—
Consumer and other		—		2,755		41		59		—		—
Credit cards		2,275		—		—		—		—		—
Total	$	2,275	$	252,391	$	5,150	$	61,534	$	52,053	$	952

16

The following table presents the aging of the recorded investment in past due loans, including the payment status of loans on non-accrual which have been incorporated into the table, as of June 30, 2011 and December 31, 2010 by class of loans (in thousands):

	As of June 30, 2011
	30-59		60-89		Greater Than
	Days		Days		90 Days		Total				Total
	Past Due		Past Due		Past Due		Past Due		Current		Loans
Construction and development	$	644	$	500	$	1,552	$	2,696	$	66,817	$	69,513
Commercial real estate — mortgage		1,985		2,419		1,970		6,374		125,177		131,551
Commercial and industrial		—		48		196		244		24,151		24,395
Residential real estate
Residential mortgage		3,001		1,216		2,184		6,401		69,020		75,421
Home equity and junior liens		119		95		183		397		32,221		32,618
Multi-family		285		—		—		285		5,794		6,079
Total residential real estate		3,405		1,311		2,367		7,083		107,035		114,118
Consumer and other		8		—		—		8		2,795		2,803
Credit cards		19		—		—		19		2,224		2,243
Total	$	6,061	$	4,278	$	6,085	$	16,424	$	328,199	$	344,623

	As of December 31, 2010
	30-59		60-89		Greater Than
	Days		Days		90 Days		Total				Total
	Past Due		Past Due		Past Due		Past Due		Current		Loans
Construction and development	$	265	$	49	$	394	$	708	$	82,835	$	83,543
Commercial real estate — mortgage		214		326		2,573		3,113		130,805		133,918
Commercial and industrial		—		—		—		—		24,944		24,944
Residential real estate
Residential mortgage		948		2,580		—		3,528		82,875		86,403
Home equity and junior liens		—		409		62		471		33,800		34,271
Multi-family		—		—		—		—		6,146		6,146
Total residential real estate		948		2,989		62		3,999		122,821		126,820
Consumer and other		14		10		—		24		2,831		2,855
Credit cards		43		1		19		63		2,212		2,275
Total	$	1,484	$	3,375	$	3,048	$	7,907	$	366,448	$	374,355

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Generally, loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured, which usually requires a minimum of six months sustained repayment performance.

Nonperforming loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified as impaired loans.

17

The following table presents the recorded investment in nonperforming loans by class of loans as of June 30, 2011 and December 31, 2010 (in thousands):

	As of June 30, 2011
			Loans Past Due Over
	Nonaccrual		90 Days Still Accruing
Construction and development	$	22,506	$	—
Commercial real estate — mortgage		11,270		300
Commercial and industrial		—		196
Residential real estate
Residential mortgage		9,942		—
Home equity and junior liens		415		55
Total residential real estate		10,357		55
Consumer and other		25		—
Total nonperforming loans	$	44,158	$	551

	As of December 31, 2010
			Loans Past Due Over
	Nonaccrual		90 Days Still Accruing
Construction and development	$	27,929	$	—
Commercial real estate — mortgage		6,362		413
Commercial and industrial		67		—
Residential real estate
Residential mortgage		17,446		—
Home equity and junior liens		1,201		—
Total residential real estate		18,647		—
Credit cards		—		19
Total nonperforming loans	$	53,005	$	432

18

The following table presents loans individually evaluated for impairment by class of loans as of June 30, 2011 and December 31, 2010 (in thousands):

	As of June 30, 2011
	Unpaid				Allowance for
	Principal		Recorded		Loan Losses
	Balance		Investment		Allocated
With no related allowance recorded:
Construction and development	$	20,199	$	13,680	$	—
Commercial real estate — mortgage		5,915		3,968		—
Commercial and industrial		88		8		—
Residential real estate
Residential mortgage		13,000		8,222		—
Home equity and junior liens		417		246		—
Total residential real estate		13,417		8,468		—
Consumer and other		38		38		—
Total with no related allowance recorded	$	39,657	$	26,162	$	—
With an allowance recorded:
Construction and development	$	18,852	$	18,590	$	1,567
Commercial real estate — mortgage		21,133		21,082		1,003
Residential real estate
Residential mortgage		12,063		12,050		434
Home equity and junior liens		1,251		1,251		92
Total residential real estate		13,314		13,301		526
Total with an allowance recorded	$	53,299	$	52,973	$	3,096
Total impaired loans	$	92,956	$	79,135	$	3,096

	As of December 31, 2010
	Unpaid				Allowance for
	Principal		Recorded		Loan Losses
	Balance		Investment		Allocated
With no related allowance recorded:
Construction and development	$	18,005	$	13,216	$	—
Commercial real estate — mortgage		5,559		4,834		—
Residential real estate
Residential mortgage		4,358		4,336		—
Home equity and junior liens		468		468		—
Total residential real estate		4,826		4,804		—
Total with no related allowance recorded	$	28,390	$	22,854	$	—
With an allowance recorded:
Construction and development	$	28,505	$	28,301	$	1,647
Commercial real estate — mortgage		16,743		16,695		617
Commercial and industrial		113		113		1
Residential real estate
Residential mortgage		22,349		22,298		2,335
Home equity and junior liens		388		388		17
Multi-family		1,692		1,692		92
Total residential real estate		24,429		24,378		2,444
Consumer and other		15		15		1
Total with an allowance recorded	$	69,805	$	69,502	$	4,710
Total impaired loans	$	98,195	$	92,356	$	4,710

19

The following table presents by class, information related to the average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2011 (in thousands):

	Six Months Ended June 30, 2011				Three Months Ended June 30, 2011
	Average Recorded		Interest Income		Average Recorded		Interest Income
	Investment		Recognized		Investment		Recognized
With no related allowance recorded:
Construction and development	$	12,901	$	17	$	12,744	$	8
Commercial real estate — mortgage		4,749		15		4,707		7
Commercial and industrial		3		1		4		1
Residential real estate
Residential mortgage		6,813		6		8,052		3
Home equity and junior liens		659		—		754		—
Total residential real estate		7,472		6		8,806		3
Consumer and other		13		1		19		1
Total with no related allowance recorded	$	25,138	$	40	$	26,280	$	20
With an allowance recorded:
Construction and development	$	24,942	$	196	$	23,263	$	99
Commercial real estate — mortgage		18,039		270		18,712		135
Commercial and industrial		75		—		57		—
Residential real estate
Residential mortgage		17,278		269		14,768		178
Home equity and junior liens		987		23		1,286		11
Multi-family		1,128		—		846		—
Total residential real estate		19,393		292		16,900		189
Consumer and other		10		—		7		—
Total with an allowance recorded	$	62,459	$	758	$	58,939	$	423
Total impaired loans	$	87,597	$	798	$	85,219	$	443

For the three and six months ended June 30, 2011, the amount of interest income recognized by the Company within the period that the loans were impaired was primarily related to loans modified in a troubled debt restructuring that remained on accrual status. For the three and six months ended June 30, 2011, the amount of interest income recognized using a cash-basis method of accounting during the period that the loans were impaired was not material.

Troubled Debt Restructurings:

Impaired loans also include loans that the Bank may elect to formally restructure due to the weakening credit status of a borrower such that the restructuring may facilitate a repayment plan that minimizes the potential losses, if any, that the Bank may have to otherwise incur. These loans are classified as impaired loans and, if on nonaccruing status as of the date of the restructuring, the loans are included in the nonperforming loan balances noted above. Not included in nonperforming loans are loans that have been restructured that were performing as of the restructure date.

20

The Company had allocated approximately $2,380,000 and $3,700,000 of specific reserves to customers whose loan terms have been modified in TDRs as of June 30, 2011 and December 31, 2010, respectively. The decrease in specific reserves allocated to TDRs during the first six months of 2011 of approximately $1,320,000 was primarily attributable to partial chargeoffs of collateral dependent loans that are also TDRs. The Company had approximately $75,688,000 outstanding to customers whose loans were classified as TDRs at June 30, 2011 as compared to approximately $82,443,000 at December 31, 2010. Currently, the Company has committed to lend additional amounts totaling approximately $1,154,000 related to loans classified as TDRs. At June 30, 2011 and December 31, 2010, there were approximately $35,685,000 and $35,752,000, respectively, of accruing restructured loans that remain in a performing status; however, these loans are included in impaired loan totals.

Note 6. Comprehensive Income (Loss)

Comprehensive income (loss) is made up of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is made up of changes in the unrealized gain (loss) on securities available for sale. Comprehensive income (loss) for the three and six months ended June 30, 2011 was ($21,370,720) and ($24,227,531), respectively, as compared to $573,935 and $629,637 for the three and six months ended June 30, 2010, respectively.

Note 7. Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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. There are three levels of inputs that may be used to measure fair value:

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

Level 2: Significant other 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.

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

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities Available for Sale — Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent service provider. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things.

Impaired Loans — The fair value of impaired loans with specific allocations of the allowance for loan losses may be based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. If the recorded investment in an impaired loan exceeds the measure of fair value, a valuation allowance may be established as a component of the allowance for loan losses or the expense is recognized as a charge-off. As a result of partial charge-offs, certain impaired loans are carried at fair value with no allocation. Certain impaired loans are not measured at fair value, which generally includes troubled debt restructurings that are measured for impairment based upon the present value of expected cash flows discounted at the loan’s original effective interest rate, and are excluded from the assets measured on a nonrecurring basis.

21

Other Real Estate — The fair value of other real estate (“ORE”) is generally based on current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ALLL. Gains or losses on sale and any subsequent adjustments to the value are recorded as a gain or loss on ORE. ORE is classified within Level 3 of the hierarchy.

Assets and Liabilities Measured on a Recurring Basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

			Fair Value Measurements at
			June 30, 2011 Using:
			Significant Other
			Observable Inputs
	Carrying Value		(Level 2)
Assets:
Available for sale securities:
U. S. Government securities	$	249,961	$	249,961
Obligations of states and political subdivisions		5,145,178		5,145,178
Mortgage-backed securities-residential		82,055,642		82,055,642
Total available for sale securities	$	87,450,781	$	87,450,781

			Fair Value Measurements at
			December 31, 2010 Using:
			Significant Other
			Observable Inputs
	Carrying Value		(Level 2)
Assets:
Available for sale securities:
U. S. Government securities	$	249,866	$	249,866
Obligations of states and political subdivisions		4,922,113		4,922,113
Mortgage-backed securities -residential		81,144,612		81,144,612
Total available for sale securities	$	86,316,591	$	86,316,591

For the three and six months ended June 30, 2011, there were no transfers between Level 1 and Level 2.

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Assets and Liabilities Measured on a Non-Recurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table summarizes assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2011 and December 31, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

			Fair Value Measurements at
			June 30, 2011 Using:
			Significant
			Unobservable Inputs
	Carrying Value		(Level 3)
Assets:
Impaired loans:
Construction and development	$	16,658,199	$	16,658,199
Commercial real estate		4,278,883		4,278,883
Residential real estate		7,020,427		7,020,427
Total impaired loans		27,957,509		27,957,509
Other real estate:
Construction and development		2,405,955		2,405,955
Commercial real estate		1,405,000		1,405,000
Residential real estate		5,809,449		5,809,449
Total other real estate		9,620,404		9,620,404
Total Assets Measured at Fair Value on a Non-Recurring Basis	$	37,577,913	$	37,577,913

			Fair Value Measurements at
			December 31, 2010 Using:
			Significant
			Unobservable Inputs
	Carrying Value		(Level 3)
Assets:
Impaired loans:
Construction and development	$	8,826,040	$	8,826,040
Commercial real estate		3,378,152		3,378,152
Residential real estate		4,045,756		4,045,756
Total impaired loans		16,249,948		16,249,948
Other real estate:
Construction and development		2,229,161		2,229,161
Commercial real estate		1,404,833		1,404,833
Residential real estate		7,518,670		7,518,670
Total other real estate		11,152,664		11,152,664
Total Assets Measured at Fair Value on a Non-Recurring Basis	$	27,402,612	$	27,402,612

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At June 30, 2011, impaired loans measured at fair value, which are evaluated for impairment using the fair value of collateral, had a carrying amount of $29,034,438, with a valuation allowance of $1,076,929 resulting in an additional provision for loan losses of $6,054,653 and $8,079,066 for the three-and six-months periods ended June 30, 2011, respectively. At December 31, 2010, impaired loans measured at fair value had a carrying amount of $17,718,189, with a valuation allowance of $1,468,241 resulting in an additional provision for loan losses of $4,514,585 for the year ended December 31, 2010. Impaired loans carried at fair value include loans that have been written down to fair value through the partial charge-off of principal balance. Accordingly, these loans do not have a specific valuation allowance as their balances represent fair value.

The June 30, 2011 carrying amount of ORE includes net valuation adjustments of approximately $4,769,000 and $4,802,000 for the three and six months ended June 30, 2011, respectively. The December 31, 2010 carrying amount of ORE includes net valuation adjustments of approximately $1,211,000. Valuation adjustments include both charge offs and holding gains and losses. The fair value of ORE is based upon appraisals performed by qualified, licensed appraisers. Appraisals are obtained at the time of foreclosure and at least annually thereafter or more often if management determines property values have significantly declined.

Fair Value of Financial Instruments

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

Fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents:

For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.

Investment Securities:

The fair value of securities is estimated as previously described for securities available for sale, and in a similar manner for securities held to maturity.

Restricted investments:

Restricted investments consist of Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank stock. It is not practicable to determine the fair value due to restrictions placed on the transferability of the stock.

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Loans:

The fair value of loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates, adjusted for credit risk and servicing costs. The estimate of maturity is based on historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions. The allowance for loan losses is considered a reasonable discount for credit risk.

Deposits:

The fair value of deposits with no stated maturity, such as demand deposits, money market accounts, and savings deposits, is equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Federal funds purchased, Federal Reserve Bank advances and securities sold under agreements to repurchase:

The estimated value of these liabilities, which are extremely short term, approximates their carrying value.

Subordinated debentures:

For the subordinated debentures with a floating interest rate tied to LIBOR, the fair value is based on the discounted value of contractual cash flows. The discount rate is estimated using the most recent offering rates available for subordinated debentures of similar amounts and remaining maturities.

Federal Home Loan Bank advances:

For FHLB advances the fair value is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for FHLB advances of similar amounts and remaining maturities.

Accrued interest receivable and payable:

The carrying amounts of accrued interest receivable and payable approximate their fair value.

Commitments to extend credit, letters of credit and lines of credit:

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of these commitments are insignificant and are not included in the table below.

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The carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2011 and December 31, 2010, not previously presented, are as follows (in thousands):

	June 30, 2011				December 31, 2010
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Assets:
Cash and cash equivalents	$	34,275	$	34,275	$	32,576	$	32,576
Investment securities held to maturity		1,349		1,442		1,318		1,303
Restricted investments		3,847		N/A		3,843		N/A
Loans, net		330,434		319,764		363,413		358,587
Accrued interest receivable		1,383		1,383		1,496		1,496
Liabilities:
Noninterest-bearing demand deposits	$	50,658	$	50,658	$	47,639	$	47,639
NOW accounts		53,608		53,608		57,345		57,345
Savings and money market accounts		73,197		73,197		73,435		73,435
Time deposits		260,433		261,253		271,173		272,304
Subordinated debentures		13,403		7,338		13,403		7,276
Federal funds purchased and securities sold under agreements to repurchase		1,150		1,150		432		432
Federal Reserve/Federal Home Loan Bank advances		55,200		61,161		55,200		61,136
Accrued interest payable		738		738		719		719

Note 8. Regulatory Matters

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

Quantitative measures established by regulation to ensure capital adequacy require the Bank and Company to maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). In addition, the Company’s and the Bank’s regulators may impose additional capital requirements on financial institutions and their bank subsidiaries, like the Company and the Bank, beyond those provided for statutorily, which standards may be in addition to, and require higher levels of capital, than the general statutory capital adequacy requirements. As discussed below, the Bank has agreed to maintain certain of its capital ratios above minimum statutory levels. As of June 30, 2011 and discussed below, the Bank failed to meet all capital adequacy requirements to which it is subject.

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The Bank has entered into a formal written agreement in which it made certain commitments to the OCC, including commitments to, among other things, implement a program to reduce the high level of credit risk in the Bank including strengthening credit underwriting and problem loan workouts and collections, reduce its level of criticized assets, implement a concentration risk management program related to commercial real estate lending, improve procedures related to the maintenance of the Bank’s ALLL, strengthen the Bank’s internal loan review program, strengthen the Bank’s loan workout department, and develop a liquidity plan that improves the Bank’s reliance on wholesale funding sources.

In February 2010, the Bank agreed to an OCC minimum capital requirement (“IMCR”) to maintain a minimum Tier 1 capital to average assets ratio of 9% and a minimum total capital to risk-weighted assets ratio of 13%. The OCC imposed this requirement to maintain capital at higher levels than those required by applicable federal regulations because the OCC believed that the Bank’s capital levels were less than satisfactory given the level of credit risk in the Bank, specifically the high level of nonperforming assets and provision for loan losses. As noted below under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funding Resources, Capital Adequacy and Liquidity, the Bank had 4.61% of Tier 1 capital to average assets and 7.69% of total risk-based capital to risk-weighted assets ratio at June 30, 2011, and was therefore not in compliance with the IMCR. As a result, the OCC may bring additional enforcement actions, including a consent order or a capital directive, against the Bank. Based upon its capital levels at June 30, 2011, the Bank’s capital shortfall was approximately $23,374,000 for the Tier 1 capital to average assets requirement and approximately $20,342,000 for the total capital to risk-weighted assets requirement.

In the fourth quarter of 2010, the OCC informed the Bank that, because the OCC does not believe that the Bank has fully satisfied the requirements of the formal written agreement, it will be requested to replace the formal written agreement with a consent order (the “Consent Order”) containing commitments for further improvements in the Bank’s operations. As of June 30, 2011, the Bank has not received further notification as to the Consent Order or its proposed terms or given a time frame for which it might be requested to replace the formal written agreement.

As a result of the Bank’s losses in the second quarter of 2011, it is considered “undercapitalized” under applicable prompt corrective action regulations, and as a result, the Bank may not accept, renew or rollover brokered deposits or pay interest on deposits above certain federally-established rates. The Bank’s total risk-based capital to risk-weighted assets ratio of 7.69% requires an increase of risk-based capital of approximately $1,175,000 to achieve the 8.00% ratio for the Bank to return to the “adequately capitalized” minimum under capital adequacy regulations.

Under the OCC’s prompt corrective action regulations, because it is “undercapitalized”, the Bank is required to file a capital restoration plan with the OCC before September 15, 2011, and is subject to certain other restrictions restricting payment of capital distributions or management fees, restricting asset growth and requiring prior approval of asset expansion proposals. The capital restoration plan is required to specify the steps the Bank will take to become “adequately capitalized”, the levels of capital to be attained each year the plan is in effect, the steps the Bank will take to comply with the growth and other restrictions applicable to it and the types and levels of activities it will engage in.

The Compliance Committee meets monthly and submits quarterly progress reports to the OCC addressing ongoing actions taken by the Board of Directors and management to address the deficiencies noted in Articles III through IX of the formal written agreement. A summary of the actions taken regarding each Article are outlined below:

Article III — Credit Risk — The Board of Directors has approved a Credit Risk Management Program with primary emphasis on oversight of the credit process, credit granting and underwriting processes, credit administration, measurement and monitoring and internal controls of the credit process. This program also incorporates the Credit Policy (including CRE concentrations), Loan Review Policy and Special Assets Department Policy as the primary written guidance documents for granting credit, administering the loan portfolio and monitoring credit risk. The Credit Risk Officer prepares a quarterly assessment of credit risk which is reviewed and approved by the Compliance Committee and full Board of Directors prior to submission to the OCC.

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Article IV — Criticized Assets — Management’s efforts are guided by a written, Board approved program detailing actions that will be taken to eliminate the basis of criticism for all criticized loan relationships. As part of this program, detailed action plans are developed for all criticized assets that reflect the most current information available regarding repayment capacity, collateral protection and proposed actions to eliminate the bases of criticism. The action plans are reviewed by the Compliance Committee quarterly prior to submission to the OCC.

Article V — Concentrations of Credit and CRE Concentration Risk Management — The Board of Directors has approved a comprehensive CRE Concentrations Risk Management Program detailing all aspects of the Bank’s efforts to comply with the guidance established in Interagency Bulletin 2006-46 which has been implemented into the Credit Policy. Comprehensive underwriting guidelines for CRE loans have been developed and incorporated into the policy. The guidelines include a minimum debt coverage ratio, collateral margins that are more stringent than those allowed by the regulatory guidelines and minimum cash equity requirements, along with additional underwriting standards. Portfolio level stress testing has been incorporated and is performed quarterly and detailed reports are provided to management and the Board of Directors. In addition, a report of primary concentrations by NAICS industry codes is provided to the Compliance Committee, Board of Directors and the OCC on a quarterly basis.

Article VI — Allowance for Loan and Lease Losses — Management operates under the guidance of a comprehensive, Board approved Allowance for Loan and Lease Loss Policy. The policy establishes authority for analyzing and preparing the ALLL calculation in accordance with US GAAP and OCC Bulletin 2006-47. The Board receives a detailed report of the ALLL calculation and support documentation for review and approval at least quarterly. The quarterly ALLL calculation and supporting documentation is provided to the OCC.

Article VII — Loan Review and Problem Loan Identification — The Board of Directors has approved a comprehensive Loan Review Policy and Program that details the scope and coverage of the Bank’s loan review activities. Quarterly loan reviews are performed by an external consultant. This review includes analysis of risk-grades assigned to each loan by management resulting in further discussion if there is a disagreement. Management is responsible for identification of problem loans including collateral dependent loans, nonaccrual loans and determining specific losses and reserve levels. This process is intended to help control the level of losses given the Bank’s elevated level of problem loans.

Article VIII — Loan Workout Department — The department’s activities are guided by a comprehensive Special Assets Department Policy approved by the Board of Directors. The policy identifies assets that will be managed by the Special Assets Department, standards for managing loans including interest accrual status and identification of collateral dependent loans and loans included in troubled debt restructurings. The Special Assets Department is independent from Bank management and reports directly to the Board of Directors.

Article IX — Liquidity Plan — The Funds Management Policy, approved by the Board of Directors, guides management with regards to the Bank’s plan. The Bank has developed a comprehensive Liquidity/Contingency Funding Plan to further enhance liquidity management. The board and management continue to take actions to improve the Bank’s liquidity position and maintain adequate sources of stable funding.

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All actions are continuous and ongoing and subject to review and revision by the OCC. The OCC, at its sole discretion, will notify the Bank when it determines the Bank to be in compliance with all articles of the formal written agreement.

Since the Bank agreed to the capital requirement, certain actions have been taken, and are ongoing, that are designed to improve the Bank’s capital ratios by influencing the underlying metrics. The reduction of total assets of the Bank can have an impact on the Tier 1 capital ratio. Since December 31, 2009 the Bank has reduced total assets approximately $119,000,000 from approximately $640,000,000 to approximately $521,000,000 at June 30, 2011. This reduction in assets was accomplished by reducing wholesale funding including brokered deposits and Federal Home Loan Bank advances as well as the reduction of public funds deposits. Additionally, loans outstanding and the bond investment portfolio were reduced subsequent to the capital requirement. Expense reduction measures were put in place during the first and second quarters of 2010 which included a significant reduction of salaries and benefits. In addition, the Company is actively exploring other potential strategic transactions that could provide additional capital for the Bank, including private equity financing, issuance of shares to existing shareholders or other strategic transactions.

During the second quarter of 2011, management’s actions regarding its change in the strategic plan involving liquidation of certain impaired loans as described under Allowance for Loan Losses below had a significant impact on the regulatory capital ratios. Additionally, the decrease in the Company’s ORE balance during the quarter had an impact on regulatory capital ratios and was primarily the result of management’s decision to record a sizable valuation allowance against its portfolio with the intention of liquidating these nonperforming assets more expeditiously than what was experienced and projected at the previous price levels, also as part of the change in the strategic plan as discussed in more detail under Noninterest Expense below. Also, during the quarter, the Bank’s increase of the deferred tax asset valuation allowance as discussed in more detail under Income Taxes below reduced the income tax benefit that would have typically been recognized and had a significant impact on regulatory capital. The cumulative effect of these actions reduced the Bank’s capital ratios to the levels noted above. The Company’s ratios were further impacted due to the reduction in the amount of Trust Preferred Securities allowed in the calculation of their regulatory capital ratios.

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

The following discussion and analysis is designed to provide a better understanding of various factors related to the financial condition and results of operations of the Company and its subsidiaries, including the Bank. This section should be read in conjunction with the financial statements and notes thereto which are contained in Item 1 above and the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, including Management’s Discussion and Analysis of Financial Condition and Results of Operations.

To better understand financial trends and performance, the Company’s management analyzes certain key financial data in the following pages. This analysis and discussion reviews the Company’s results of operations and financial condition for the three and six months ended June 30, 2011. This discussion is intended to supplement and highlight information contained in the accompanying unaudited consolidated financial statements as of and for the three- and six-month periods ended June 30, 2011. The Company has also provided some comparisons of the financial data for the three- and six-month periods ended June 30, 2011, against the same period in 2010, as well as the Company’s year-end results as of and for the year ended December 31, 2010, to illustrate significant changes in performance and the possible results of trends revealed by that historical financial data. This discussion should be read in conjunction with our financial statements and notes thereto, which are included under Item 1 above.

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Special Cautionary Notice Regarding Forward-Looking Statements

Certain of the statements made herein are “forward-looking statements” within the meaning of, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may”, “will”, “anticipate”, “assume”, “should”, “indicate”, “attempt”, “would”, “believe”, “contemplate”, “expect”, “seek”, “estimate”, “continue”, “plan”, “point to”, “project”, “predict”, “could”, “intend”, “target”, “potential”, and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including those risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and below under Part II, Item 1A. “Risk Factors” and, without limitation:

• the effects of greater than anticipated deterioration in economic and business conditions (including in the residential and commercial real estate construction and development segment of the economy) nationally and in our local market;

• deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses;

• increased levels of non-performing and repossessed assets;

• lack of sustained growth in the economy in the Sevier County and Blount County, Tennessee area;

• government monetary and fiscal policies as well as legislative and regulatory changes, including changes in banking, securities and tax laws and regulations;

• the risks 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, and investment services;

• the failure of assumptions underlying the establishment of reserves for possible loan losses and other estimates;

• the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and the possible failure to achieve expected gains, revenue growth and/or expense savings from such transactions;

• the effects of failing to comply with our regulatory commitments;

• changes in accounting policies, rules and practices;

• changes in technology or products that may be more difficult, or costly, or less effective, than anticipated;

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

• results of regulatory examinations;

• the remediation efforts related to the Company’s material weakness in internal control over financial reporting;

• the ability to raise additional capital;

30

• the prepayment of FDIC insurance premiums and higher FDIC assessment rates;

• the effects of negative publicity;

• the effectiveness of the Company’s activities in improving, resolving or liquidating lower quality assets;

• the Company’s recording of a further allowance related to its deferred tax asset; and

• other factors and information described in this report and in any of our other reports that we make with the Securities and Exchange Commission (the “Commission”) under the Exchange Act.

All written or oral forward-looking statements that are made by or attributable to us are expressly qualified in their entirety by this cautionary notice. Except as required by the Federal securities laws, we have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made.

Recent Regulatory Developments

In the first quarter of 2009, the OCC conducted an examination of the Bank and found that the Bank’s condition had significantly deteriorated since the OCC’s most recent examination of the Bank. The Bank’s asset quality and earnings had both significantly declined since the OCC’s last examination of the Bank and the Bank’s dependence on brokered deposits and other sources of non-core funding was too high.

Despite the Bank’s efforts to comply with the requirements of the examination report, the OCC concluded that the Bank had not satisfactorily responded to the matters requiring attention identified in the examination report and requested that the Bank consent to the issuance of a formal written agreement with the OCC in order to improve its asset quality and reduce losses and to correct weaknesses that were the subject of examination criticism. Following discussions with the OCC, the Bank’s board of directors entered into a formal written agreement requiring that the Bank take a number of actions to improve the Bank’s operations including the following:

• reduce the high level of credit risk and strengthen the Bank’s credit underwriting, particularly in the commercial real estate portfolio, including improving its management and training of commercial real estate lending personnel;

• strengthen its problem loan workouts and collection department;

• improve its loan review program, including its internal loan review staffing;

• reduce the level of criticized assets and the concentrations of commercial real estate loans;

• improve its credit underwriting standards for commercial real estate;

• engage in portfolio stress testing and sensitivity analysis of the Bank’s commercial real estate concentrations;

• improve its methodology of calculating the allowance for loan and lease losses; and

• reduce its levels of brokered deposits and other wholesale funding.

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Since its issuance, the board of directors and members of the Bank’s management have sought to comply with the terms of the formal written agreement and have taken a number of actions in an effort to so comply, including:

• the hiring of a new Chief Credit Officer, a new Loan Review Officer and other credit personnel;

• the retention of a third party loan reviewer to review over 80 percent of the total outstanding loans in the loan portfolio;

• the adoption of action plans for all criticized assets, along with revised procedures for eliminating the basis for criticism of problem credit and disposing of nonperforming assets;

• the adoption of a revised credit risk management program and enhanced credit risk review process;

• improvements to the Bank’s allowance methodology;

• implementation of a full-time special assets department with improvised policies; and

• adoption of revised liquidity plans.

Following its most recent examination by the OCC in the first quarter of 2010, the Bank has sought to further improve its strategic, capital and liquidity planning, reviewed the results of a management study, further improved its policies on recognition of non-accrual loans, incorporated a historical loss rates migration analysis into its quarterly determination of the allowance for loan losses and further refined its credit policies and credit review process.

Although the Bank has instituted a number of improvements to its practices in an effort to comply with the terms of the formal written agreement, the OCC has informed the Bank that, because the OCC does not believe that the Bank has fully satisfied the requirements of the formal written agreement, it will be requested to replace the formal written agreement with a consent order (the “Consent Order”) containing requirements for further improvements in the Bank’s operations. The requirements of the Consent Order are not currently known to the Bank. Based on its capital levels at June 30, 2011, the Bank’s capital shortfall was approximately $23,374,000 for the Tier 1 capital to average assets requirement and $20,342,000 for the total capital to risk-weighted assets requirement.

As a result of the Bank’s losses in the second quarter of 2011, it is considered “undercapitalized” under applicable prompt corrective action regulations, and as a result, the Bank cannot accept, renew or roll over brokered deposits or pay interest on deposits above certain federally established rates. In addition, the Bank will be required to file a capital restoration plan with the OCC before September 15, 2011, and is subject to certain other restrictions restricting payment of capital distributions or management fees, restricting asset growth and requiring prior approval of asset expansion proposals. The capital restoration plan is required to specify the steps the Bank will take to become “adequately capitalized”, the levels of capital to be attained each year the plan is in effect, the steps the Bank will take to comply with the growth and other restrictions applicable to it and the types and levels of activities it will engage in.

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Overview

We conduct our operations, which consist primarily of traditional commercial banking operations, through the Bank. Through the Bank we offer a broad range of traditional banking services from our corporate headquarters in Sevierville, Tennessee, our Blount County regional headquarters in Maryville, Tennessee, through eight additional branches in Sevier County, Tennessee, and two additional branches in Blount County, Tennessee. Our banking operations primarily target individuals and small businesses in Sevier and Blount Counties and the surrounding area. The retail nature of the Bank’s commercial banking operations allows for diversification of depositors and borrowers, and we believe that the Bank is not dependent upon a single or a few customers. But, due to the predominance of the tourism industry in Sevier County, a significant portion of the Bank’s commercial loan portfolio is concentrated within that industry, including the residential real estate and commercial real estate segments of that industry. The predominance of the tourism industry also makes our business more seasonal in nature, particularly with respect to deposit levels, than may be the case with banks in other market areas. The tourism industry in Sevier County has remained relatively strong during recent years and we anticipate that this trend will continue during the remainder of 2011. Additionally, we have a significant concentration of commercial and residential real estate construction and development loans. Economic downturns relating to sales of these types of properties have adversely affected the Bank’s operations creating risk independent of the tourism industry.

In addition to our twelve existing locations, we own one property in Knox County for use in future branch expansion. This property is not currently under development. Management does not anticipate construction of any additional branches during 2011.

The net loss for the three- and six-month periods ended June 30, 2011 as compared to net income for the same periods during 2010 was as follows:

	6/30/2011			6/30/2010		$ change
Net Income (Loss)
Six months ended		(25,233,636	)		471,400		(25,705,036	)
Three months ended		(21,854,599	)		142,286		(21,996,885	)

The net loss for the second quarter and first six months of 2011 was primarily attributable to the Company’s provision for loan losses as discussed in more detail below under Provision for Loan Losses. The decrease from net income for the second quarter and first six months of 2010 to a net loss for the same periods during 2011 was also the result of an increase in net loss on ORE related to the Bank recording a significant ORE valuation allowance as discussed in more detail under Noninterest Expense below. Additionally, there was a reduction in net investment gains, included in noninterest income, during the six months ended June 30, 2011 compared to the same period in 2010, as discussed in more detail below under Noninterest Income.

Basic and diluted earnings per share decreased from basic and diluted earnings per share of $0.18, in the first six months of 2010 to basic and diluted loss per share of ($9.59), in the first six months of 2011. During the second quarter of 2011, basic and diluted loss per share decreased to ($8.30) from basic and diluted earnings per share of $0.05 in the second quarter of 2010. The change in net loss per share for the three and six months ended June 30, 2011, as compared to net earnings per share for the same periods in 2010, was due primarily to the change from net income in the second quarter and first six months of 2010 to a net loss in the second quarter and first six months of 2011.

The change in total assets, total liabilities and shareholders’ equity for the six months ended June 30, 2011, was as follows:

	6/30/11		12/31/10		$ change			% change
Total Assets	$	521,399,241	$	557,206,511	$	(35,807,270	)		-6.43	%
Total Liabilities		509,901,302		521,532,341		(11,631,039	)		-2.23	%
Shareholders’ Equity		11,497,939		35,674,170		(24,176,231	)		-67.77	%

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The net decrease in total assets was primarily the result of a decrease in net loans of approximately $33 million and a decrease in ORE of approximately $3 million, as discussed in more detail below under Loans. The net decrease in total liabilities was primarily attributable to a decrease in time deposits of approximately $11 million and a decrease in NOW accounts of approximately $4 million, as discussed in more detail below under Deposits.

The decrease in shareholders’ equity was primarily attributable to the net loss for the six months ended June 30, 2011.

Balance Sheet Analysis

The following table presents an overview of selected period-end balances at June 30, 2011 and December 31, 2010, as well as the dollar and percentage change for each:

	6/30/11		12/31/10		$ change			% change
Cash and equivalents	$	34,274,548	$	32,575,820	$	1,698,728			5.21	%
Loans		344,623,403		374,355,464		(29,732,061	)		-7.94	%
Allowance for loan losses		14,189,651		10,942,414		3,247,237			29.68	%
Investment securities		88,799,606		87,634,542		1,165,064			1.33	%
Premises and equipment		31,973,618		32,600,673		(627,055	)		-1.92	%
Other real estate owned		9,870,404		13,140,698		(3,270,294	)		-24.89	%
Noninterest-bearing deposits		50,657,932		47,638,792		3,019,140			6.34	%
Interest-bearing deposits		387,238,560		401,952,616		(14,714,056	)		-3.66	%
Total deposits		437,896,492		449,591,408		(11,694,916	)		-2.60	%
Federal Reserve/Federal Home Loan Bank advances	$	55,200,000	$	55,200,000	$	—			0.00	%

Loans

At June 30, 2011, loans comprised 75.1% of the Bank’s earning assets. The decrease in our loan portfolio was primarily attributable to a decrease in construction and land development loans and 1-4 family residential loans, which was primarily the result of recording net charge-offs of approximately $17 million during the first six months of 2011 as discussed in more detail under Provision for Loan Losses. Additionally, the general pay down of loan balances pursuant to management’s strategy to reduce loans in order to reduce asset levels in light of capital reductions contributed to the overall decrease in loans. Total earning assets, as a percentage of total assets, were 88.1% at June 30, 2011, compared to 86.8% at December 31, 2010, and 87.1% at June 30, 2010. Total earning assets relative to total assets increased for the six-month period ended June 30, 2011 and as compared to June 30, 2010 due to the continued decrease in total assets. The average yield on loans, including loan fees, during the first six months of 2011 was 5.08% compared to 5.20% for the first six months of 2010. The decrease in the average yield on loans was the result of several factors including the increase in TDRs involving interest rate concessions and the continued significant level of average non-accrual loans as a percentage of our loan portfolio.

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The following table presents the Company’s ORE activity by property type during the first six months of 2011:

	December 31,							Gain/(Loss)			Valuation			June 30,
	2010		Additions		Sales			on Sale			Adjustments			2011
	(in thousands)
Construction, land development and other land	$	2,595	$	1,056	$	—		$	—		$	(995	)	$	2,656
1-4 family residential properties		3,799		1,872		(889	)		(96	)		(1,252	)		3,434
Multifamily residential properties		4,640		—		—			—			(2,265	)		2,375
Nonfarm nonresidential properties		2,107		400		(644	)		(58	)		(400	)		1,405
Total	$	13,141	$	3,328	$	(1,533	)	$	(154	)	$	(4,912	)	$	9,870

The decrease in the Company’s ORE balance during the six month period ended June 30, 2011 was primarily the result of management’s decision, with concurrence of the Board of Directors, to record a sizable valuation allowance against its portfolio during the second quarter with the intention of liquidating these nonperforming assets more expeditiously than what was experienced and projected at the previous price levels. Management, with concurrence of the Board of Directors, determined that certain properties held in ORE were not likely to be successfully disposed of in an acceptable time-frame using routine marketing efforts. It became apparent that certain properties were going to require extended holding periods to sell the properties at recent appraised values. Given our change in strategy to reduce nonperforming assets in an accelerated manner, management adjusted downward the valuations for certain properties in our ORE portfolio to reflect the likely net realizable value achievable by aggressively marketing these properties. Additionally, the foreclosure of additional properties exceeded the sale of properties previously held as ORE. One property, an operating nightly condominium rental operation located in Pigeon Forge, Tennessee, which previously secured a loan for approximately $5,116,000, represents approximately $2,375,000, or 24%, of the ORE balance at June 30, 2011 (included in multifamily residential properties in the table above). The condominiums are currently under management contract with an experienced nightly rental management company as we seek to market the sale of the properties.

Allowance for Loan Losses

The allowance for loan losses represents management’s assessment and estimates of the risks associated with extending credit and its evaluation of the quality of our loan portfolio. This evaluation is based on the provisions of US GAAP and, as such, management believes the allowance for loan losses is appropriate at each balance sheet date according to the requirements of US GAAP. Management analyzes the loan portfolio to determine the adequacy of the allowance for loan losses and the appropriate provision required to maintain the allowance for loan losses at a level believed to be adequate to absorb probable incurred loan losses. In assessing the adequacy of the allowance, management reviews the size, quality and risk of loans in the portfolio. Management also considers such factors as the Bank’s loan loss experience, the amount of past due and nonperforming loans, impairment of loans, specific known risks, the status, amounts and values of nonperforming assets (including loans), underlying collateral values securing loans, current and anticipated economic conditions and other factors which affect the allowance for potential credit losses. Based on an analysis of the credit quality of the loan portfolio prepared by the Bank’s risk officer, the CFO presents a quarterly analysis of the adequacy of the allowance for loan losses for review by our board of directors.

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Our allowance for loan losses is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance and the level of risk in the loan portfolio. During their routine examinations of banks, regulatory agencies may advise a bank to make additional provisions to its allowance for loan losses, which would negatively impact a bank’s results of operations, when the opinion of the regulators regarding credit evaluations and allowance for loan loss methodology differ materially from those of the bank’s management.

Concentrations of credit risk typically involve loans to one borrower, an affiliated group of borrowers, borrowers engaged in or dependent upon the same industry, or a group of borrowers whose loans are secured by the same type of collateral. Our most significant concentration of credit risks lies in the high proportion of our loans to businesses and individuals dependent on the tourism industry and loans to subdividers and developers of land. The Bank assesses loan risk by primary concentrations of credit by industry and loans directly related to the tourism industry are monitored carefully. At June 30, 2011, approximately $162 million in loans, or 47% of our total loans, were to businesses and individuals whose ability to repay depends to a significant extent on the tourism industry in the markets we serve as compared to approximately $192 million in loans, or 51% of our total loans, at December 31, 2010. The most significant decreases in this category were loans to overnight rentals by agency and loans to subdividers and developers which decreased approximately $16 million and $14 million, respectively.

While it is the Bank’s policy to charge off in the current period loans for which a loss is considered confirmed, there are additional risks of losses which cannot be quantified precisely or attributed to particular loans or classes of loans. Because the risk of loss includes unpredictable factors, such as the state of the economy and conditions affecting individual borrowers, management’s judgments regarding the appropriate size of the allowance for loan losses is necessarily approximate and imprecise, and involves numerous estimates and judgments that may result in an allowance that is insufficient to absorb all incurred loan losses.

Management is not aware of any loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been identified and sufficiently provided for in the allowance for loan losses which (1) represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources, or (2) represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms.

Individually impaired loans are loans that the Bank does not expect to collect all amounts due according to the contractual terms of the loan agreement and include any loans that meet the definition of a TDR, as discussed in more detail below. In some cases, collection of amounts due becomes dependent on liquidating the collateral securing the impaired loan. Collateral dependent loans do not necessarily result in the loss of principal or interest amounts due; rather the cash flow is disrupted until the underlying collateral can be liquidated. As a result, the Bank’s impaired loans may exceed nonaccrual loans which are placed on nonaccrual status when questions arise about the future collectability of interest due on these loans. The status of impaired loans is subject to change based on the borrower’s financial position.

Problem loans are identified and monitored by the Bank’s watch list report which is generated during the loan review process. This process includes review and analysis of the borrower’s financial statements and cash flows, delinquency reports and collateral valuations. The watch list includes all loans determined to be impaired. Management determines the proper course of action relating to these loans and receives monthly updates as to the status of the loans.

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The following table presents impaired loans as of June 30, 2011 and December 31, 2010:

	June 30, 2011					December 31, 2010
	Impaired		% of total			Impaired		% of total
	Loans		loans			Loans		loans
	($ in thousands)
Construction, land development and other land loans	$	32,270		9.36	%	$	41,517		11.09	%
Commercial real estate		25,050		7.27	%		21,529		5.75	%
Consumer real estate		21,769		6.32	%		29,182		7.80	%
Other loans		46		0.01	%		128		0.03	%
Total	$	79,135		22.96	%	$	92,356		24.67	%

The decrease in impaired loans from December 31, 2010 to June 30, 2011 was primarily the result of the partial charge-off of collateral dependent loans during the first two quarters of 2011. Otherwise, the sustained, high level of impaired loans continues to relate to the weak residential and commercial real estate market in the Bank’s market areas. Within this segment of the portfolio, the Bank has traditionally made loans to, among other borrowers, home builders and developers of land. These borrowers have continued to experience stress during the current real estate recession due to a combination of declining demand for residential real estate, excessive volume of properties available and the resulting price and collateral value declines. In addition, housing starts in the Bank’s market areas continue to be at historically low levels. An extended recessionary period in real estate will likely cause the Bank’s real estate mortgage loans, which include construction and land development loans, to continue to underperform and may result in increased levels of impaired loans and non-performing assets, which may negatively impact the Company’s results of operations.

Collateral dependent loans are recorded at the lower of cost or the appraised value net of estimated selling costs. Repayment of these loans is anticipated to be from the sale or liquidation of the collateral securing the loans. Management obtains independent appraisals of the collateral securing collateral dependent loans at least annually, or more frequently during periods of significant devaluation of real estate, from independent licensed real estate appraisers and the carrying amount of the loans that exceed the appraised value net of estimated selling costs is taken as a charge against the allowance for loan losses and may result in additional charges to the provision expense. All loans considered collateral dependent are nonaccrual loans and included in the nonperforming loan balances. Management has recorded partial charge offs on these collateral dependent loans totaling approximately $13,660,000 as of June 30, 2011.

During the economic recession that began during 2008 through the first quarter of 2011, management has attempted to work with borrowers experiencing financial difficulty. Management placed particular emphasis on TDR’s for borrowers that were unable to meet the terms of their original contractual agreement, primarily, due to diminished cash flow. During the second quarter of 2011, management re-evaluated the Bank’s strategic plan and made the decision it could no longer continue to renew TDRs with respect to a significant portion of the impaired loans. This decision was based on management’s continuing review and analysis of the loan portfolio, the extended time period required to rehabilitate certain TDR’s, the lack of improvement in the performance of certain borrowers, the continuing economic decline of real estate values in the local markets, the extended economic downturn projected for both the local and national markets and increasing regulatory scrutiny.

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During the second quarter of 2011, management, with the concurrence of the Board of Directors, determined that the liquidation of certain impaired loans would be a part of the strategy to reduce nonperforming assets similar to the strategy taken with other real estate owned. This liquidation process, involving determination the loans were collateral dependent, resulted in a charge to the provision for loan loss expense of approximately $13,561,000 of the approximately $17,363,000 expensed during the quarter. It is management’s intention to liquidate these loans within twelve months or less which will result in reducing non-performing assets. This liquidation process involves foreclosure of the real estate securing these loans or allowing borrowers to utilize short sales, the sale of the real estate at a price less than the balance of the loan secured by the real estate. The determination of the fair value of the real estate and resultant charge off to the ALLL is based on current estimations of short-term liquidation values. Management has determined these values on a property by property evaluation with the intention of achieving short-term liquidation rather than utilizing a more normal marketing approach of twelve months or longer. The resulting liquidation values for the collateral dependent loans are less than the values management would have otherwise recorded for these loans had the decision not been made to liquidate.

Certain impaired loans were TDRs prior to the determination they were collateral dependent. The following table presents the recorded investment in collateral dependent loans and TDRs considered collateral dependent at June 30, 2011 and December 31, 2010 (in thousands):

	Balance				Net								Miscellaneous			Balance
	December 31,		Number		Additions/		Charge			Payoffs/			Principal			June 30,		Number
	2010		of Loans		Deletions		Offs			Foreclosures			Changes			2011		of Loans
	($ in thousands)
Construction and development	$	16,007		18	$	6,130	$	(6,782	)	$	(1,232	)	$	(79	)	$	14,044		17
Commercial real estate — mortgage		4,743		6		804		(1,587	)		(438	)		(7	)		3,515		7
Commercial and industrial		—		—		88		(80	)		—			—			8		1
Residential real estate
Residential mortgage		8,054		12		4,710		(4,942	)		(175	)		(17	)		7,630		19
Home equity and junior liens		—		—		416		(170	)		—			—			246		2
Total residential real estate		8,054		12		5,126		(5,112	)		(175	)		(17	)		7,876		21
Consumer and other		—		—		13		—			—			—			13		1
Total	$	28,804		36	$	12,161	$	(13,561	)	$	(1,845	)	$	(103	)	$	25,456		47

At December 31, 2010 there were thirty-six loans considered collateral dependent with balances totaling approximately $28,804,000 as compared to forty-seven loans with balances totaling approximately $25,456,000 at June 30, 2011. Collateral dependent loans that are also reported as TDRs were approximately $22,214,000 at December 31, 2010 and approximately $23,281,000 at June 30, 2011. During the second quarter of 2011 approximately $13,561,000 was charged off to the ALLL as a result of the write down of these collateral dependent loans based on management’s estimate of the net realizable proceeds from the near-term liquidation of the collateral as part of the strategy to reduce non-performing assets.

Due to the weakening credit status of a borrower, we may elect to formally restructure certain loans to facilitate a repayment plan that minimizes the potential losses, if any, that we might incur. All restructured loans are classified as impaired loans and, if on nonaccruing status as of the date of restructuring, the loans are included in the nonperforming loan balances. Not included in nonperforming loans are loans that have been restructured that were performing as of the restructure date. At June 30, 2011 and December 31, 2010, there were $35.7 million and $35.8 million, respectively, of accruing restructured loans that remain in a performing status.

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TDRs are restructured loans due to a borrower experiencing financial difficulty and the Bank granting concessions it would not normally otherwise grant. These concessions generally include a reduced interest rate for a limited period of time to allow the borrower to improve their economic position, especially during this period of economic downturn. Management has made an attempt to identify all loans where, by granting certain concessions, borrowers have additional time to recover from the economic downturn, and in certain instances, have been able to significantly reduce or repay their loans. The Bank reviews each problem loan separately when determining specific concessions to grant. Our loan modifications have taken the form of reduction in interest rate for a specified period, usually 12 to 24 months, extension of amortization period and/or revision of scheduled payments. During 2011, management has identified problem loans that have not improved sufficiently to warrant further concessions and take appropriate actions to liquidate these loans.

TDRs at June 30, 2011 totaled approximately $75,688,000 which is 95.6% of total impaired loans. The TDRs related primarily to construction and development loans totaling approximately $31,090,000, or 39.3% of impaired loans, 1-4 family residential loans totaling approximately $20,273,000, or 25.6% of impaired loans and commercial real estate loans totaling approximately $24,304,000, or 30.7% of impaired loans. The Bank’s TDRs are due to lack of real estate sales and weak or insufficient cash flows of the guarantors of the loans due to the current economic climate. The majority of the TDRs are for a limited term, in most instances, of one to two years.

The Bank’s allowance for loan losses as a percentage of total loans at June 30, 2011 and December 31, 2010 was as follows:

	Allowance for		Total		% of total
	loan losses		loans		loans
	($ in thousands)
As of:
June 30, 2011	$	14,190	$	344,623		4.12	%
December 31, 2010		10,942		374,355		2.92	%

Our allowance for loan losses increased approximately $3,248,000 during the first six months of 2011 since provision for loan losses exceeded net charge-offs. The allowance for loan losses as a percentage of total loans and non-accrual loans at June 30, 2011 was 4.12% and 32.13%, respectively, compared to 2.92% and 20.64%, respectively, at December 31, 2010. The allowance for loan losses attributable to loans collectively evaluated for impairment, also identified as the general component and described in more detail in the following paragraph, increased 197 basis points during the first six months of 2011 from 2.21% at December 31, 2010, to 4.18% at June 30, 2011. Management continues to evaluate and adjust our allowance for loan losses, and presently believes the allowance for loan losses is adequate to provide for probable losses inherent in the loan portfolio. Management believes the loans, including those loans that were delinquent at June 30, 2011, that will result in additional charge-offs have been identified and adequate provision has been made in the allowance for loan loss balance. No assurance can be given, however, that adverse economic circumstances, declines in real estate values or other events or changes in borrowers’ financial conditions, particularly borrowers in the real estate construction and development business, will not result in increased losses in the Bank’s loan portfolio or in the need for increases in the allowance for loan losses through additional provision expense in future periods.

Within the allowance, there are specific and general loss components as disclosed in more detail under Note 5. Loans and Allowance for Loan Losses. The specific loss component is assessed for non-homogeneous loans that management believes to be impaired. Loans are considered to be impaired when it is determined that the obligor will not pay all contractual principal and interest due. For loans determined to be impaired, the loan’s carrying value is compared to its fair value using one of the following fair value measurement techniques: present value of expected future cash flows, observable market price, or fair value of the associated collateral less costs to sell. An allowance is established when the fair value is lower than the carrying value of that loan. The general component covers non-classified and classified non-impaired loans and is based on a five year loss migration analysis, updated quarterly, that tracks the five year historic progression of loans through the risk grade categories and indicates estimated loss ratios based on the Bank’s loan risk grading system for real estate and commercial and industrial loans. The loan categories comprise approximately 98.5% and 98.6% of loans at June 30, 2011 and December 31, 2010, respectively, and are segregated by Call Report classification and/or risk grade and are adjusted for certain environmental factors management believes to be relevant. The estimated loss ratio, weighted heavily for the most recent two years, is applied against each segregated classification. Consumer loans, which comprise approximately 1.5% and 1.4% of loans at June 30, 2011 and December 31, 2011, respectively, have an allowance established for non-classified and classified non-impaired loans based upon a five calendar year plus current year to date historical loss factor. This loss factor, also adjusted for certain environmental factors, is applied against the segregated categories that are determined by product type.

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Past Due Loans

The following table presents the Bank’s delinquent and nonaccrual loans for the periods indicated:

	Past due 30 to					Past due 90 days
	89 days and still		% of total			or more and		% of total					% of total
	accruing		loans			still accruing		loans			Nonaccrual		loans
	($ in thousands)
As of June 30, 2011
Construction, land development and other land loans	$	185		0.05	%	$	—		0.00	%	$	22,506		6.53	%
Commercial real estate		597		0.17	%		300		0.09	%		11,270		3.27	%
Consumer real estate		1,104		0.32	%		55		0.02	%		10,357		3.01	%
Commercial loans		49		0.01	%		196		0.06	%		—		0.00	%
Consumer loans		26		0.01	%		—		0.00	%		25		0.01	%
Total	$	1,961		0.57	%	$	551		0.16	%	$	44,158		12.81	%
As of December 31, 2010
Construction, land development and other land loans	$	265		0.07	%	$	—		0.00	%	$	27,929		7.46	%
Commercial real estate		541		0.14	%		413		0.11	%		6,362		1.70	%
Consumer real estate		1,130		0.30	%		—		0.00	%		18,647		4.98	%
Commercial loans		—		0.00	%		—		0.00	%		67		0.02	%
Consumer loans		68		0.02	%		19		0.01	%		—		0.00	%
Total	$	2,004		0.54	%	$	432		0.12	%	$	53,005		14.16	%

Delinquent and nonaccrual loans at both June 30, 2011 and December 31, 2010 consisted primarily of construction and land development loans and commercial and consumer real estate loans. The Bank’s delinquent loan balances tend to fluctuate relative to, among other things, the seasonality and performance of the tourism industry in our market area. The balance of delinquent loans was largely unchanged from December 31, 2010 to June 30, 2011. The decrease in nonaccrual loans was primarily the result of increased charge-offs related to our strategy change to more aggressively dispose of certain nonperforming assets. There continues to be stress in the local real estate market as discussed in more detail below. Certain nonaccrual loans are carried on a cash basis nonaccrual status until an acceptable payment history can be established to support placing the loan back on accrual. During this time, the loans continue to be reported as non-performing assets while payments are being collected.

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Notwithstanding the general favorable trends in tourism in Sevier County, residential and commercial real estate sales continued to be weak during first six months of 2011, following the same pattern that began during the second half of 2008 and continued throughout 2009 and 2010. The reduced sales have negatively impacted past due, nonaccrual and charged-off loans. Price declines from 2009 to the present have had an adverse impact on overall real estate values. These trends have had the greatest effect on the construction and development and commercial real estate portfolios resulting in the significant increase in nonaccrual loans beginning in 2009 and continuing through the first quarter of 2011. Many of the borrowers in these categories are dependent upon real estate sales to generate the cash flows used to service their debt. Since real estate sales have been depressed, many of these borrowers have experienced greater difficulty meeting their obligations, and to the extent that sales remain depressed, these borrowers may continue to have difficulty meeting their obligations.

Investment Securities

Our investment portfolio consists of U.S. Treasury securities, securities of U.S. government agencies, mortgage-backed securities and municipal securities. The investment securities portfolio is the second largest component of our earning assets and represented 17.0% of total assets at quarter-end, up from 15.7% at December 31, 2010, reflecting an increase in investment securities and a decrease in total assets during the first six months of 2011. The approximately $1 million increase in investment securities during the six months ended June 30, 2011 was primarily attributable to increased pledging related to the Bank’s secured lines of credit. As an integral component of our asset/liability management strategy, we manage our investment securities portfolio to maintain liquidity, balance interest rate risk and augment interest income. In addition to meeting pledging requirements for borrowings, we also use our investment securities portfolio to secure public deposits. The average yield on our investment securities portfolio during the first six months of 2011 was 2.82% versus 2.12% for the first six months of 2010 reflecting a shift in the composition of our portfolio. During the first six months of 2010, the Bank was in the process of liquidating a significant portion of its investment securities portfolio as a result of decreased pledging requirements related to public funds deposits. Therefore, the majority of the segment intended for liquidation had been transferred to shorter term, lower yielding investments. During the first six months of 2011, the Bank’s portfolio allocation by type of security was more historically characteristic. Net unrealized gains (losses) on securities available for sale, included in accumulated other comprehensive income (loss), decreased by approximately $1,522,000, net of income taxes, during the first six months of 2011 from a net unrealized loss of approximately $1,064,000 at December 31, 2010, to a net unrealized gain of approximately $457,000 at June 30, 2011.

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Deposits

The table below sets forth the total balances of deposits by type as of June 30, 2011 and December 31, 2010, and the dollar and percentage change in balances over the intervening period:

	June 30,		December 31,		$			%
	2011		2010		change			change
	(in thousands)
Non-interest bearing accounts	$	50,658	$	47,638	$	3,020			6.34	%
NOW accounts		53,608		57,345		(3,737	)		-6.52	%
Money market accounts		49,966		49,701		265			0.53	%
Savings accounts		23,231		23,734		(503	)		-2.12	%
Certificates of deposit		219,991		222,550		(2,559	)		-1.15	%
Brokered deposits		19,960		27,019		(7,059	)		-26.13	%
Individual retirement accounts		20,482		21,604		(1,122	)		-5.19	%
TOTAL DEPOSITS	$	437,896	$	449,591	$	(11,695	)		-2.60	%

The balance in NOW accounts primarily consists of public funds deposits that are generally obtained through a bidding process under varying terms.

The decrease in certificates of deposit was the result of seasonal reductions. At June 30, 2011, brokered deposits represented approximately 4.6% of total deposits and management intends to seek to further reduce the level of brokered deposits approximately $3 million during the remainder of 2011 based on scheduled maturities. As a result of the Bank’s losses in the second quarter of 2011, it is now considered “undercapitalized” under applicable prompt corrective action regulations, and, as a result, the Bank may not accept, renew or roll over brokered deposits. As of June 30, 2011, brokered deposits maturing in the next 24 months totaled approximately $16.7 million. Funding sources for the maturing brokered deposits include, among other sources: our cash account at the Federal Reserve Bank of Atlanta; growth, if any, of core deposits from current and new retail and commercial customers; scheduled repayments on existing loans; and the possible pledge or sale of investment securities.

Because the Bank is “undercapitalized”, it is also not permitted to pay interest on deposits at rates that are more than 75 basis points above the rate applicable to the applicable market of the Bank as determined by the FDIC. These interest rate limitations may limit the ability of the Bank to increase or maintain core deposits from current and new deposit customers.

The total average cost of interest-bearing deposits (including demand, savings and certificate of deposit accounts) for the six-month period ended June 30, 2011 was 1.47%, down from 1.81% for the same period a year ago primarily reflecting the continued downward repricing of the Bank’s time deposits as they mature and are renewed at current market rates. Additionally, the average cost of interest bearing demand and savings deposits decreased due to rate reductions. Competitive pressures in our markets, however, have limited, and are likely to continue to limit, our ability to realize the full effect of the ongoing low interest rate environment.

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Funding Resources, Capital Adequacy and Liquidity

Our funding sources primarily include deposits and repurchase accounts. The Bank, being situated in a market area that relies on tourism as its principal industry, can be subject to periods of reduced deposit funding because tourism in Sevier County and Blount County is seasonably slower in the winter months. The Bank manages seasonal deposit outflows through its secured and unsecured Federal Funds lines of credit at several correspondent banks. Available lines totaled $33 million with $12.5 million secured and accessible as of June 30, 2011, and are available on one day’s notice. The Bank also has a cash management line of credit in the amount of $100 million from the FHLB as well as a line of credit from the Federal Reserve Discount Window that totaled approximately $15 million at June 30, 2011, none of which was borrowed as of that date. The borrowing capacity can be increased based on the amount of collateral pledged.

Capital adequacy is important to the Bank’s continued financial safety and soundness and growth. Our banking regulators have adopted risk-based capital and leverage guidelines to measure the capital adequacy of national banks. In addition, the Company’s and the Bank’s regulators may impose additional capital requirements on financial institutions and their bank subsidiaries, like the Company and the Bank, beyond those provided for statutorily, which standards may be in addition to, and require higher levels of capital, than the general capital adequacy guidelines. As discussed below, the Bank is currently required by the OCC to maintain a Tier 1 leverage capital ratio of 9% and a total risk-based capital ratio of 13% and has failed to satisfy this requirement, as well as the requirements for being considered “adequately capitalized,” as of June 30, 2011.

Following passage of the Dodd Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Federal Reserve Board is required to adopt regulations requiring bank holding companies like the Company to be subject to capital requirements that are at least as severe as those imposed on banks under current federal regulations. Trust preferred and cumulative preferred securities will no longer be deemed Tier 1 capital for bank holding companies with over $10 billion in total assets at December 31, 2009 following passage of the Reform Act, but trust preferred securities issued by bank holding companies with under $10 billion in total assets at December 31, 2009 will be grandfathered in and continue to count as Tier 1 capital, subject to limitation based on a percentage of core capital. Accordingly, the Company’s trust preferred securities will continue to count as Tier 1 capital. Since regulations implementing the statutory minimum capital requirements for bank holding companies have not yet been promulgated, the Company is not yet subject to such requirements.

The table below sets forth the Company’s capital ratios as of the periods indicated along with the anticipated requirement once implementing regulations are adopted.

	June 30, 2011			December 31, 2010
Tier 1 Risk-Based Capital		4.02	%		11.87	%
Anticipated Regulatory Minimum		4.00	%		4.00	%
Total Risk-Based Capital		7.31	%		13.27	%
Anticipated Regulatory Minimum		8.00	%		8.00	%
Tier 1 Leverage		2.89	%		8.34	%
Anticipated Regulatory Minimum		4.00	%		4.00	%

43

The table below sets forth the Bank’s capital ratios as of the periods indicated.

	June 30,			December 31,
	2011			2010
Tier 1 Risk-Based Capital		6.41	%		11.97	%
Regulatory Minimum		4.00	%		4.00	%
Well-capitalized minimum		6.00	%		6.00	%
Total Risk-Based Capital		7.69	%		13.23	%
Regulatory Minimum		8.00	%		8.00	%
Well-capitalized minimum		10.00	%		10.00	%
Level required by OCC (see below)		13.00	%		13.00	%
Tier 1 Leverage		4.61	%		8.41	%
Regulatory Minimum		4.00	%		4.00	%
Well-capitalized minimum		5.00	%		5.00	%
Level required by OCC (see below)		9.00	%		9.00	%

In February 2010, the Bank agreed to an OCC requirement to maintain a minimum Tier 1 capital to average assets ratio of 9% and a minimum total capital to risk-weighted assets ratio of 13%. As noted above, the Bank had 4.61% of Tier 1 capital to average assets and 7.69% of total capital to risk-weighted assets at June 30, 2011 and thus was not in compliance with such requirements. The Bank’s Tier 1 capital at June 30, 2011 was approximately $23,374,000 below the amount needed to meet the agreed-upon Tier 1 capital to average assets ratio of 9%. The Bank’s total risk-based capital at June 30, 2011 was approximately $20,342,000 below the amount needed to meet the agreed-upon total capital to risk-weighted assets ratio of 13%. As a result of its non-compliance with these requirements, the OCC may bring further enforcement actions, including a consent order, against the Bank. Under the OCC’s prompt corrective action regulations, because it is “undercapitalized”, the Bank is required to file a capital restoration plan with the OCC before September 15, 2011, and is subject to certain other restrictions restricting payment of capital distributions or management fees, restricting asset growth and requiring prior approval of asset expansion proposals. The capital restoration plan is required to specify the steps the Bank will take to become “adequately capitalized”, the levels of capital to be attained each year the plan is in effect, the steps the Bank will take to comply with the growth and other restrictions applicable to it and the types and levels of activities it will engage in. Due to the change in the strategic plan involving liquidation of certain impaired loans and the write-down of the ORE balance during the second quarter, a significant net loss was recorded. This net loss also included an increase to the Bank’s and the Company’s deferred tax asset valuation allowance. Also, there was a reduction of the amount of Trust Preferred Securities allowed to be included in the Company’s Tier 1 leverage and Total Risk-Based capital balances that resulted in both the Tier 1 Leverage and Total Risk-Based capital ratios falling below the regulatory minimum ratios for the Company to be deemed “adequately capitalized” under anticipated capital adequacy regulations. These items were the primary causes of the reduction in both the Bank’s and the Company’s capital and regulatory capital ratios. The Company is actively exploring other potential transactions to raise capital at the holding company that could provide additional capital for the Bank. In view of the current levels of problem assets, the continuing depressed economy, the restrictions on origination of commercial and nonresidential loans contained in the formal written agreement, the longer periods of time necessary to workout problem assets in the current economy and uncertainty surrounding the Bank’s future ability to pay dividends to the Company, the Board of Directors and management are exploring additional sources of capital and funding to support its working capital needs. In the current economic environment, however, there can be no assurance that it will be able to do so or, if it can, what the cost of doing so will be.

The Bank’s total risk-based capital to risk-weighted assets ratio of 7.69% requires an increase of risk-based capital of approximately $1,175,000 to achieve the 8.00% ratio for the Bank to return to the “adequately capitalized” minimum under capital adequacy regulations.

Liquidity is the ability of a company to convert assets into cash or cash equivalents without significant loss. Our liquidity management involves maintaining our ability to meet the day-to-day cash flow requirements of our customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Without proper liquidity management, we would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the production and growth needs of the communities we serve.

44

The Company’s primary source of liquidity is dividends paid to it by the Bank and cash that has not been injected into the Bank. The Bank is required by federal law to obtain the prior approval of the OCC for payments of dividends if the total of all dividends declared by its board of directors in any year will exceed (1) the total of its net profits for that year, plus (2) its retained net profits of the preceding two years, less any required transfers to surplus. Given the losses experienced by the Bank during 2009 and 2010, the Bank may not, without the prior approval of the OCC, pay any dividends to the Company until such time that current year profits exceed the net losses and dividends of the prior two years. Generally, federal regulatory policy discourages payment of holding company or bank dividends if the holding company or its subsidiaries are experiencing losses. Accordingly, until such time as it may receive dividends from the Bank, the Company must service its interest payment on its subordinated indebtedness from its available cash balances, if any.

On December 14, 2010, the Company exercised its rights to defer regularly scheduled interest payments on all of its issues of junior subordinated debentures relating to outstanding trust preferred securities. Management cannot currently project the length of time it will be necessary to extend the deferral of these payments and therefore anticipates deferring payment indefinitely. The regular scheduled interest payments will continue to be accrued for payment in the future and reported as an expense for financial statement purposes. At June 30, 2011, total interest accrued for these deferred payments was approximately $255,000.

Supervisory guidance from the Federal Reserve Board indicates that bank holding companies that are experiencing financial difficulties generally should eliminate, reduce or defer dividends on Tier 1 capital instruments including trust preferred securities, preferred stock or common stock, if the holding company needs to conserve capital for safe and sound operation and to serve as a source of strength to its subsidiaries. The Company has informally committed to the Federal Reserve Board that it will not (1) declare or pay dividends on the Company’s common or preferred stock, or (2) incur any additional indebtedness without in each case, the prior written approval of the Federal Reserve Board.

The primary function of asset and liability management is not only to assure adequate liquidity in order for us to meet the needs of our customer base, but also to maintain an appropriate balance between interest-sensitive assets and interest-sensitive liabilities so that we can also meet the investment objectives of our shareholders. Daily monitoring of the sources and uses of funds is necessary to maintain an acceptable cash position that meets both the needs of our customers and the objectives of our shareholders. In a banking environment, both assets and liabilities are considered sources of liquidity funding and both are therefore monitored on a daily basis.

Off-Balance Sheet Arrangements

Our only material off-balance sheet arrangements consist of commitments to extend credit and standby letters of credit issued in the ordinary course of business to facilitate customers’ funding needs or risk management objectives.

Commitments and Lines of Credit

In the ordinary course of business, the Bank has granted commitments to extend credit and standby letters of credit to approved customers. Generally, these commitments to extend credit have been granted on a temporary basis for seasonal or inventory requirements and have been approved by the loan committee. These commitments are recorded in the financial statements as they are funded. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitment amounts expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

45

Following is a summary of the commitments outstanding at June 30, 2011 and December 31, 2010.

	June 30,		December 31,
	2011		2010
	(in thousands)
Commitments to extend credit	$	37,314	$	41,155
Standby letters of credit		6,363		5,288
TOTALS	$	43,677	$	46,443

Commitments to extend credit include unused commitments for open-end lines secured by 1-4 family residential properties, commitments to fund loans secured by commercial real estate, construction loans, land development loans, and other unused commitments. Commitments to fund commercial real estate, construction, and land development loans increased by approximately $336,000 to approximately $8,040,000 at June 30, 2011, compared to commitments of approximately $7,704,000 at December 31, 2010, however; demand for these lines of credit remains low reflecting current economic conditions in our market.

46

Income Statement Analysis

The following tables set forth the amount of our average balances, interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for total interest-earning assets and total interest-bearing liabilities, net interest spread and net interest margin for the three and six months ended June 30, 2011 and 2010 (dollars in thousands):

Net Interest Income Analysis
For the Six Months Ended June 30, 2011 and 2010
(in thousands, except rates)

	Average Balance				Income/Expense				Yield/Rate
	2011		2010		2011		2010		2011			2010
Interest-earning assets:
Loans	$	366,591	$	404,411	$	9,237	$	10,419		5.08	%		5.20	%
Investment Securities:
Available for sale		87,508		139,253		1,170		1,390		2.70	%		2.01	%
Held to maturity		1,331		1,424		31		31		4.70	%		4.39	%
Equity securities		3,844		3,830		96		96		5.04	%		5.05	%
Total securities		92,683		144,507		1,297		1,517		2.82	%		2.12	%
Federal funds sold and other		10,582		19,959		16		27		0.30	%		0.27	%
Total interest-earning assets		469,856		568,877		10,550		11,963		4.53	%		4.24	%
Nonearning assets		65,810		73,957
Total Assets	$	535,666	$	642,834
Interest-bearing liabilities:
Interest bearing deposits:
Interest bearing demand deposits		104,236		138,507		510		778		0.99	%		1.13	%
Savings deposits		23,092		22,300		83		136		0.72	%		1.23	%
Time deposits		258,543		308,669		2,225		3,294		1.74	%		2.15	%
Total interest bearing deposits		385,871		469,476		2,818		4,208		1.47	%		1.81	%
Securities sold under agreements to repurchase		795		1,918		7		14		1.78	%		1.47	%
Federal Home Loan Bank advances and other borrowings		55,200		64,990		1,115		1,291		4.07	%		4.01	%
Subordinated debt		13,403		13,403		162		162		2.44	%		2.44	%
Total interest-bearing liabilities		455,269		549,787		4,102		5,675		1.82	%		2.08	%
Noninterest-bearing deposits		45,375		42,897		—		—
Total deposits and interest- bearings liabilities		500,644		592,684		4,102		5,675		1.65	%		1.93	%
Other liabilities		2,287		2,566
Shareholders’ equity		32,735		47,584
	$	535,666	$	642,834
Net interest income					$	6,448	$	6,288
Net interest spread (1)										2.71	%		2.16	%
Net interest margin (2)										2.77	%		2.23	%

(1)	Yields realized on interest-earning assets less the rates paid on interest-bearing liabilities.
(2)	Net interest margin is the result of annualized net interest income divided by average interest- earning assets for the period.

47

Net Interest Income Analysis
For the Three Months Ended June 30, 2011 and 2010
(in thousands, except rates)

	Average Balance				Income/Expense				Yield/Rate
	2011		2010		2011		2010		2011			2010
Interest-earning assets:
Loans	$	361,805	$	401,946	$	4,628	$	5,271		5.13	%		5.26	%
Investment Securities:
Available for sale		87,507		131,367		622		582		2.85	%		1.78	%
Held to maturity		1,339		1,278		16		15		4.79	%		4.71	%
Equity securities		3,846		3,842		48		48		5.01	%		5.01	%
Total securities		92,692		136,487		686		645		2.97	%		1.90	%
Federal funds sold and other		13,247		16,844		10		16		0.30	%		0.38	%
Total interest-earning assets		467,744		555,277		5,324		5,932		4.57	%		4.28	%
Nonearning assets		65,742		74,870
Total Assets	$	533,486	$	630,147
Interest-bearing liabilities:
Interest bearing deposits:
Interest bearing demand deposits		102,973		121,475		248		332		0.97	%		1.10	%
Savings deposits		23,032		22,594		41		63		0.71	%		1.12	%
Time deposits		259,072		308,885		1,076		1,634		1.67	%		2.12	%
Total interest bearing deposits		385,077		452,954		1,365		2,029		1.42	%		1.80	%
Securities sold under agreements to repurchase		966		2,262		4		8		1.66	%		1.42	%
Federal Home Loan Bank advances and other borrowings		55,200		67,056		561		652		4.08	%		3.90	%
Subordinated debt		13,403		13,403		85		82		2.54	%		2.45	%
Total interest-bearing liabilities		454,646		535,675		2,015		2,771		1.78	%		2.07	%
Noninterest-bearing deposits		46,043		43,336		—		—
Total deposits and interest- bearings liabilities		500,689		579,011		2,015		2,771		1.61	%		1.92	%
Other liabilities		2,159		3,472
Shareholders’ equity		30,638		47,664
	$	533,486	$	630,147
Net interest income					$	3,309	$	3,161
Net interest spread (1)										2.79	%		2.21	%
Net interest margin (2)										2.84	%		2.28	%

(1)	Yields realized on interest-earning assets less the rates paid on interest-bearing liabilities.
(2)	Net interest margin is the result of annualized net interest income divided by average interest-earning assets for the period.

48

The following tables set forth the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) change in volume (change in volume multiplied by previous year rate); (2) change in rate (change in rate multiplied by current year volume); and (3) a combination of change in rate and change in volume. The changes in interest income and interest expense attributable to both volume and rate have been allocated proportionately to the change due to volume and the change due to rate.

ANALYSIS OF CHANGES IN NET INTEREST INCOME

	2011 Compared to 2010
	Increase (decrease)
	due to change in
	Rate			Volume			Total
	(dollars in thousands)
Six months ended June 30, 2011 and 2010
Income from interest-earning assets:
Interest and fees on loans	$	(216	)	$	(966	)	$	(1,182	)
Interest on securities		323			(543	)		(220	)
Interest on Federal funds sold and other		2			(13	)		(11	)
Total interest income		109			(1,522	)		(1,413	)
Expense from interest-bearing liabilities:
Interest on interest-bearing deposits		(131	)		(190	)		(321	)
Interest on time deposits		(530	)		(539	)		(1,069	)
Interest on other borrowings		16			(199	)		(183	)
Total interest expense		(645	)		(928	)		(1,573	)
Net interest income	$	754		$	(594	)	$	160
Three months ended June 30, 2011 and 2010
Income from interest-earning assets:
Interest and fees on loans	$	(117	)	$	(526	)	$	(643	)
Interest on securities		248			(207	)		41
Interest on Federal funds sold and other		(3	)		(3	)		(6	)
Total interest income		128			(736	)		(608	)
Expense from interest-bearing liabilities:
Interest on interest-bearing deposits		(56	)		(50	)		(106	)
Interest on time deposits		(293	)		(265	)		(558	)
Interest on other borrowings		26			(118	)		(92	)
Total interest expense		(323	)		(433	)		(756	)
Net interest income	$	451		$	(303	)	$	148

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The following is a summary of our results of operations (dollars in thousands except per share amounts):

	Six months ended												Three months ended
	6/30/11			6/30/10			$ change			% change			6/30/11			6/30/10			$ change			% change
	(dollars in thousands)
Interest income:
Loans	$	9,237		$	10,419			(1,182	)		-11.34	%	$	4,628		$	5,271			(643	)		-12.20	%
Securities		1,297			1,517			(220	)		-14.50	%		686			644			42			6.52	%
Fed funds sold/other		16			27			(11	)		-40.74	%		10			17			(7	)		-41.18	%
Total Interest income		10,550			11,963			(1,413	)		-11.81	%		5,324			5,932			(608	)		-10.25	%
Interest Expense:
Deposits		2,818			4,208			(1,390	)		-33.03	%		1,365			2,029			(664	)		-32.73	%
Other borrowed funds		1,284			1,467			(183	)		-12.47	%		650			742			(92	)		-12.40	%
Total interest expense		4,102			5,675			(1,573	)		-27.72	%		2,015			2,771			(756	)		-27.28	%
Net interest income		6,448			6,288			160			2.54	%		3,309			3,161			148			4.68	%
Provision for loan losses		20,363			547			19,816			3622.67	%		17,363			334			17,029			5098.50	%
Net interest income after provision for loan losses		(13,915	)		5,741			(19,656	)		-342.38	%		(14,054	)		2,827			(16,881	)		-597.13	%
Noninterest income		(2,812	)		3,454			(6,266	)		-181.41	%		(3,699	)		1,478			(5,177	)		-350.27	%
Noninterest expense		9,026			8,840			186			2.10	%		4,720			4,257			463			10.88	%
Net income (loss) before income tax benefit		(25,753	)		355			(26,108	)		-7354.37	%		(22,473	)		48			(22,521	)		-46918.75	%
Income tax benefit		(519	)		(116	)		(403	)		-347.41	%		(618	)		(94	)		(524	)		-557.45	%
Net income (loss)	$	(25,234	)	$	471		$	(25,705	)		-5457.54	%	$	(21,855	)	$	142		$	(21,997	)		-15490.85	%

Net Interest Income and Net Interest Margin

Interest Income

The interest income and fees earned on loans are the largest contributing element of interest income. The decrease in this component of interest income for the six months ended June 30, 2011 as compared to the same period in 2010 was primarily the result of a decrease in the volume of average loans as well as a decrease in the average rate earned on loans. Average loans outstanding decreased approximately $37,820,000, or 9.4%, from June 30, 2010 to June 30, 2011. The decrease in the average yield on loans was the result of several factors including the increase in TDRs involving interest rate concessions and the continued significant level of average non-accrual loans as a percentage of our loan portfolio, as presented in more detail below under Net Interest Margin. Interest income on securities decreased during the six-month period ended June 30, 2011 as compared to the same period in 2010 due to the approximately $51,824,000, or 35.9%, decrease in the volume of average securities from June 30, 2010 to June 30, 2011. Partially offsetting the reduction in volume, the yield earned on securities increased 70 basis points during the first six months of 2011 as compared to the same period in 2010 reflecting a redistribution of the portfolio from lower to higher yielding investments at June 30, 2011 when compared to June 30, 2010. Additionally, interest income on federal funds sold/other decreased due to a decrease in the average balance outstanding.

Interest income decreased for the three-month period ended June 30, 2011 as compared to the three-month period ended June 30, 2010 as a result of the same factors mentioned in the above paragraph. However, the 107 basis point increase in the yield earned on investment securities during the second quarter of 2011 when compared to the second quarter of 2010 caused an increase in interest income despite the approximately $43,795,000, or 32.1%, decrease in the average volume of securities outstanding for the periods compared.

50

Interest Expense

The decrease in interest expense for the six months ended June 30, 2011 as compared to the same period in 2010 was attributable to the reduction in both the volume and the average cost of the Bank’s interest-bearing liabilities, predominantly the volume and cost of time and interest bearing demand deposits. The average balance of total interest bearing deposits, the largest component of interest-bearing liabilities, decreased approximately $83,605,000, or 17.8%, for the first six months of 2011 compared to the first six months of 2010. Additionally, the average rate paid on total interest bearing deposits decreased 34 basis points between the two periods contributing to the net decrease in deposit interest expense. Interest expense on FHLB advances and other borrowings decreased during the six-month period ended June 30, 2011 compared to the same period in 2010 due to a decrease in the average borrowed funds balance of approximately $9,790,000, or 15.1%, during the periods compared. The average rate paid on these liabilities increased 6 basis points, slightly offsetting the reduction in interest expense. During the first six months of 2010, we had, from time to time, borrowings outstanding from the Federal Reserve Discount Window. These borrowings generally cost less than our outstanding FHLB advances, consequently reducing the average cost of this category during the first six months of 2010 as compared to the same period in 2011. The average balance and cost of subordinated debentures did not change from June 30, 2010 to June 30, 2011. Therefore, the related interest expense was unchanged for the periods compared.

Interest bearing deposits consist of interest bearing demand deposits, savings and time deposits. As stated above, the cost of our interest bearing deposits decreased for the first six months of 2011 compared to the first six months of 2010. The largest factor contributing to the overall reduction in expense was a reduction in the average balance of time deposits from the first six months of 2010 to the first six months of 2011 of approximately $50,126,000, or 16.2%, followed by a reduction in the average rate paid on these time deposits of 41 basis points between the periods compared. Additionally, the average balance of interest bearing demand deposits decreased approximately $34,271,000, or 24.7%, during the first six months of 2011 when compared to the first six months of 2010, primarily due to a decrease in average public funds deposits resulting from management’s 2009 strategic initiative that involved not bidding to retain the deposits of certain municipal entities. The rate paid on these deposits decreased 14 basis points during the same time period.

Interest expense decreased for the three-month period ended June 30, 2011 as compared to the three-month period ended June 30, 2010 as a result of the same factors mentioned in the above paragraph.

Net Interest Income

The increase in net interest income before the provision for loan losses for the three- and six-month periods ended June 30, 2011 when compared to the same periods in 2010 was primarily the result of the decrease in interest expense on deposits and FHLB advances. Decreases in interest income, mostly related to loans, largely offset the decreased interest expenses. Net interest income for the two periods was also influenced by decreases in the volume of interest-earning assets and interest-bearing liabilities as well as decreases in rates earned and paid on these interest-sensitive balances.

Net Interest Margin

Our net interest margin, the difference between the yield on earning assets, including loan fees, and the rate paid on funds to support those assets, increased 56 and 54 basis points, respectively, for the second quarter and first six months of 2011 compared to the same periods in 2010. The increase in our net interest margin reflects an increase in the average spread during the first six months of 2011 between the rates we earned on our interest-earning assets, which had an increase in overall yield of 29 basis points to 4.53% at June 30, 2011, as compared to 4.24% at June 30, 2010, and the rates we paid on interest-bearing liabilities, which had a decrease of 26 basis points in the overall rate to 1.82% at June 30, 2011, versus 2.08% at June 30, 2010. During the second quarter of 2011, our interest-earning assets had an increase in overall yield of 29 basis points to 4.57% at June 30, 2011, as compared to 4.28% at June 30, 2010, while our interest-bearing liabilities had a decrease of 29 basis points in the overall rate to 1.78% at June 30, 2011, versus 2.07% at June 30, 2010.

51

Our net interest margin continues to be negatively impacted by the high level of nonaccrual loans as well as TDRs involving interest rate concessions. The following table presents the average balances and net changes for loans, nonaccrual loans and TDRs, as well as the ratio of nonaccrual loans and TDRs to total loans for the three and six months ended June 30, 2011 and 2010.

	6/30/11			6/30/10			$ change			% change
	(dollars in thousands)
Six months ended
Average loans		366,591			404,411			(37,820	)		-9.35	%
Average nonaccrual loans		51,992			55,598			(3,606	)		-6.49	%
Average TDRs		76,486			52,094			24,392			46.82	%
Average nonaccrual loans / average loans		14.2	%		13.7	%
Average TDRs / average loans		20.9	%		12.9	%
Three months ended
Average loans		361,805			401,946			(40,141	)		-9.99	%
Average nonaccrual loans		49,906			59,587			(9,681	)		-16.25	%
Average TDRs		78,955			59,526			19,429			32.64	%
Average nonaccrual loans / average loans		13.8	%		14.8	%
Average TDRs / average loans		21.8	%		14.8	%

The net interest margin was positively affected by an increase in the average balance of noninterest-bearing deposits of approximately $2,707,000, or 6.2%, from the second quarter of 2010 to the second quarter of 2011. The average balance of noninterest-bearing deposits increased approximately $2,478,000, or 5.8%, during the first six months of 2011 when compared to the same period in 2010. The effects of these changes will continue as long as and to the extent that the average balances of nonaccrual loans, TDRs and noninterest-bearing deposits remain elevated.

Provision For Loan Losses

The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses and is based on management’s evaluation of economic conditions, volume and composition of the loan portfolio, historical charge-off experience, the level of non-performing and past due loans, and other indicators derived from reviewing the loan portfolio. Management performs such reviews quarterly and makes appropriate adjustments to the level of the allowance for loan losses as a result of these reviews.

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As mentioned above in the section titled Allowance for Loan Losses, management determines the necessary amount, if any, to increase the allowance account through the provision for loan losses. Although total loans decreased approximately $30 million during the first six months of 2011, the increased level of provision for loan loss expense during the second quarter and first six months of 2011 was due to increased charge-offs, the majority of which were associated with our amended strategy to aggressively liquidate certain nonperforming assets. The resulting recorded values reflect continued deterioration in the real estate segment of the Company’s loan portfolio, particularly construction and land development, as well as the persistently slow economic conditions. Continuing reductions in property values and the reduced volume of sales of developed and undeveloped land has led to an increase of impaired loans determined to be collateral dependent. As the collateral value for these land loans has declined significantly during 2010 and into 2011, related charge-offs and provision expense have been incurred. Notwithstanding the assessments made as part of our liquidation strategy, management has continued its ongoing review of the loan portfolio with particular emphasis on construction and land development loans and while we believe we have identified and adequately provided for losses present in the loan portfolio, due to the necessarily approximate and imprecise nature of the allowance for loan loss estimate, certain projected scenarios may not occur as anticipated. Additionally, further deterioration of factors relating to the loan portfolio, such as conditions in the local and national economy and the local real estate market, could have an added adverse impact and require additional provision expense and higher allowance levels.

The following table summarizes our loan loss experience and provision for loan losses for the three and six months ended June 30, 2011 and 2010.

	Six Months Ended June 30,						Three Months Ended June 30,
	2011			2010			2011			2010
	(dollars in thousands)
Charge-offs:
Construction and land development	$	7,620		$	517		$	6,781		$	227
Equity Lines of Credit		252			81			243			27
Residential 1-4 family		6,809			221			4,020			108
Second mortgages		594			—			568			—
Residential multifamily		2			—			—			—
Commercial real estate		1,703			700			1,478			652
Commercial loans		81			211			81			211
Consumer loans		137			215			67			111
Recoveries:
Construction and land development		(17	)		(388	)		(17	)		(388	)
Equity Lines of Credit		(1	)		(1	)		—			—
Residential 1-4 family		(3	)		—			(3	)		—
Residential multifamily		(2	)		—			(2	)		—
Commercial real estate		(49	)		—			(1	)		—
Consumer loans		(10	)		(30	)		(4	)		(12	)
Net charge-offs		17,116			1,526			13,211			936
Average balance of loans outstanding		366,591			404,411			361,805			401,946
Annualized net charge-offs as % of average loans		9.42	%		0.76	%		14.65	%		0.93	%
Provision for loan losses		20,363			547			17,363			334

As noted in the table above, the majority of net charge-offs during the second quarter and first six months of 2011 were related to construction and land development loans followed by residential 1-4 family real estate loans. As discussed above, the large volume of charge-offs are the result of management’s initiative to begin clearing up certain non-performing assets more expeditiously than was previously anticipated.

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Non-Interest Income

Non-interest income represents the total of all sources of income, other than interest-related income, which are derived from various service charges, fees and commissions charged for bank services. The decrease in non-interest income for the three and six months ended June 30, 2011, was primarily attributable to the net loss on ORE. During the second quarter of 2011, in an effort to liquidate certain nonperforming assets, management enacted a strategy that involved recording a significant valuation allowance against its ORE portfolio as discussed under Loans. The approximately $4.6 million valuation allowance was primarily recognized as a loss on ORE. Non-interest income decreased for the six months ended June 30, 2011 due to investment gains recognized during the first quarter of 2010, related to management’s strategy to manage liquidity and pledging requirements discussed in more detail above under Investment Securities. Investment gains were a less significant part of non-interest income for the six months ended June 30, 2011. The decrease in non-interest income for the three and six month periods ended June 30, 2011 was also affected by a reduction in deposit service charges, primarily non-sufficient fee income from overdrafts of demand deposit accounts, as well as a decrease in other noninterest income which was largely the result of a decrease in income generated by the Bank’s investment in Appalachian Fund for Growth II, LLC.

The following table presents the main components that make up the changes in non-interest income:

	Six months ended											Three months ended
	6/30/11			6/30/10		$ change			% change			6/30/11			6/30/10		$ change			% change
	(dollars in thousands)
Net gain (loss) on other real estate		(4,693	)		232		(4,925	)		-2122.84	%		(4,707	)		193		(4,900	)		-2538.86	%
Investment gains and losses, net	$	48		$	1,192		(1,144	)		-95.97	%	$	48		$	239		(191	)		-79.92	%
Service charges on deposit accounts		746			845		(99	)		-11.72	%		368			446		(78	)		-17.49	%
Other noninterest income		333			434		(101	)		-23.27	%		191			221		(30	)		-13.57	%
Gain on sale of mortgage loans		41			69		(28	)		-40.58	%		18			24		(6	)		-25.00	%
Other fees and commissions		714			682		32			4.69	%		383			356		27			7.58	%

Non-Interest Expense

The Company’s net loss during the three and six months ended June 30, 2011 was slightly impacted by the increase in non-interest expense. Total non-interest expense represents the total costs of operating overhead, such as salaries, employee benefits, building and equipment costs, telephone costs and marketing costs. The increase in non-interest expense for the three and six months ended June 30, 2011, when compared to the same periods in 2010, was primarily the result of an increase in FDIC assessment expense, consultant/advisory fees and legal fees. The increase in consultant/advisory and legal fees is primarily related to the Company’s ongoing pursuit of capital development opportunities as well as compliance with the formal written agreement. The increase in non-interest expense was positively impacted by a decrease in salary and employee benefit expenses for the three and six months ended June 30, 2011, which is the result of several cost cutting measures implemented during the first quarter of 2010 including staff reductions as well as reductions in remaining employees’ salaries, health insurance costs, 401(k) match expenses and fees paid to members of the board of directors, among other things. Additionally, ORE expense related to maintenance and upkeep of our foreclosed properties decreased for the six-month period ended June 30, 2011 as compared to the first six months of 2010, but increased during the second quarter of 2011 as compared to the second quarter of 2010.

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The following table presents the main components that make up the changes in non-interest expense:

	Six months ended										Three months ended
	6/30/11		6/30/10		$ change			% change			6/30/11		6/30/10		$ change			% change
	(dollars in thousands)
Salaries and employee benefits	$	4,012	$	4,431		(419	)		-9.46	%	$	2,016	$	2,089		(73	)		-3.49	%
FDIC assessment expense		796		612		184			30.07	%		444		299		145			48.49	%
Consultant/advisory fees		286		101		185			183.17	%		173		65		108			166.15	%
Legal fees		231		87		144			165.52	%		181		47		134			285.11	%
Other real estate expense		315		328		(13	)		-3.96	%		162		122		40			32.79	%
Occupancy expenses		903		867		36			4.15	%		449		419		30			7.16	%

Income Taxes

The Company’s income tax expense (benefit) for the three and six months ended June 30, 2011 and 2010 is presented in the following table:

Provision for Income Taxes and Effective Tax Rates
(dollars in thousands)

	Six months ended						Three months ended
	6/30/11			6/30/10			6/30/11			6/30/10
Provision expense (benefit)		(519	)		(116	)		(618	)		(94	)
Pre-tax income (loss)		(25,753	)		355			(22,473	)		48
Effective tax rate		2.02	%		-32.68	%		2.75	%		-195.83	%

During the second quarter and first six months of 2011, the Bank’s effective income tax rate was primarily the result of increasing the deferred tax asset valuation allowance. Recording a valuation allowance requires recognition of tax expense which, if large enough and when applied to a pretax loss, causes a negative effective tax rate. During the three and six months ended June 30, 2011, a more significant income tax benefit would have typically been recognized based on the Company’s pre-tax net loss. However, we recorded a deferred tax asset valuation allowance that was large enough to offset a substantial amount of the tax benefit generated by the net loss. Additionally, tax exempt income has the effect of increasing a taxable loss, therefore increasing effective tax rates as a percentage of pretax income. This is the opposite effect on tax rates when a company has pretax income. During the second quarter and first six months of 2010, the Bank’s tax exempt income was enough to offset its taxable income resulting in a net tax benefit during each period and a negative effective tax rate. Tax exempt income effectively reduces the statutory tax rate and, as was the case for the three and six months ended June 30, 2010, can potentially reduce the rate below zero.

For each period presented above, the effective tax rate was positively impacted by the continuing tax benefits generated from MNB Real Estate, Inc., which is a real estate investment trust subsidiary formed during the second quarter of 2005. The income generated from tax-exempt municipal bonds and bank owned life insurance also continues to improve our effective tax rate. Additionally, during 2006, the Bank became a partner in Appalachian Fund for Growth II, LLC with three other Tennessee banking institutions. This partnership has invested in a program that is expected to generate a federal tax credit in the amount of approximately $200,000 during 2011. The program is also expected to generate a one-time state tax credit in the amount of $200,000 to be utilized over a maximum of 20 years to offset state tax liabilities.

55

The Company had net deferred tax assets of approximately $379,000 as of June 30, 2011. A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not that some portion of the entire deferred tax asset will not be realized. In making such judgments, significant weight is given to evidence that can be objectively verified. As a result of increased credit losses, the Company entered into a three-year cumulative pre-tax loss position in 2010. A cumulative loss position is considered significant negative evidence in assessing the realizability of a deferred tax asset which is difficult to overcome. The Company’s estimate of the realization of its deferred tax assets was based on future reversals of existing taxable temporary differences and taxable income in prior carry back years. The Company did not consider future taxable income in determining the realizability of its deferred assets. During the second quarter and first six months of 2011, we recorded an additional valuation allowance of approximately $8,195,000 and $9,475,000, respectively. The timing of the reversal of the valuation allowance is dependent on our assessment of future events and will be based on the circumstances that exist as of that future date.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed in the Company’s reports and other information filed with the Commission, under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that certain deficiencies identified in internal controls and procedures created a material weakness and resulted in the Company’s disclosure controls and procedures not being effective to ensure that information required to be disclosed in the Company’s reports under the Exchange Act was recorded, summarized and reported within the time periods specified in the Commission’s rules and forms as of the end of the period covered by this report. Based on this determination of the existence of a material weakness, which began during the fourth quarter of 2010, management identified certain areas requiring internal control and procedure improvements.

Changes in Internal Control over Financial Reporting

During Management’s assessment of the Company’s internal control over financial reporting at December 31, 2010, the following deficiencies were noted: 1) Loans determined to be collateral dependent were not properly identified in a timely manner which created a material internal control deficiency. Procedures have been put in place by the Bank’s Special Assets Department to ensure loans that are dependent upon the sale of the underlying collateral for repayment are properly identified and documented when the determination is made the loan is collateral dependent and this information is incorporated in the allowance for loan loss calculation. 2) Appraisals and appraisal reviews from an independent third-party appraiser or collateral valuations performed internally for loans determined to be collateral dependent were not ordered, received or reviewed prior to the reporting date which could result in overstatement of loans and income and understatement of the provision for loan losses, charge off and the allowance for loan losses. The Special Assets Department has created procedures and updated the Appraisal Policy to address this deficiency. The remediation plan for these internal control deficiencies is noted below. Other than the items noted above, during the second quarter of 2011 there were no other changes in the Company’s internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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During the first quarter of 2011, management took the following remediation actions regarding the above referenced internal control deficiencies:

1) During the first quarter of 2011, the OCC, during their regular safety and soundness exam, determined several loans were not properly identified by the Bank as collateral dependent as of December 31, 2010. Collateral dependent loans require a charge off of the loan balance if the recorded investment in the loan exceeds the underlying collateral value net of cost to sell. To make the determination the proper recorded investment has been recorded, the current appraised value of the collateral must be obtained. The Special Assets Department, formed during 2009, is in charge of complying with these requirements. During the first quarter of 2011, procedures were put in place in the Special Assets Department to comply with these requirements and the results of their efforts have been incorporated into the financial statements as of March 31, 2011.

2) As noted in item 1, collateral dependent loans require the Bank to obtain a current appraisal or collateral valuation performed internally to allow for the determination as to whether there is sufficient collateral securing the loan. In addition to the requirement of obtaining the appraisal, the appraisal must be reviewed by an independent third-party appraiser charged with determining the appraisal has been properly performed. After the review, the Special Assets Department determines if the appraisal is acceptable, then provides valuation information to the Accounting Department to incorporate the results into the calculation of the allowance for loan losses. Failure to comply with any of these steps could result in the overstatement of both assets and income. The Special Assets Department, as noted in item 1, is in charge of complying with these requirements and during the first quarter of 2011, procedures were put in place to comply with these requirements and the results of their efforts have been incorporated into the financial statements as of June 30, 2011.

3) During the first quarter of 2011, Management sought to ensure proper controls are in place so that when either evidence of impairment of a loan exists or prior to the annual appraisal date, the Special Assets Department will order appraisals or collateral valuations in a timely manner to allow for proper review and incorporation of the results into the allowance for loan loss calculation. Additional controls have also been developed and incorporated into the process to assure a potential impairment is recorded when appraisal or valuation and review process is not complete as of a reporting date.

4) The Bank has revised its policy and procedures to require independent third-party appraisals or collateral valuations performed internally for all loans considered to be impaired, classified or worse. The Special Assets Department, as noted in item 1, is in charge of complying with these requirements and during the first quarter of 2011, procedures were put in place to comply with these requirements and the results of their efforts have been incorporated into the financial statements as of June 30, 2011.

The identified material weakness in our internal controls over financial reporting will not be considered remediated until the new controls are fully implemented, in operation for a sufficient period of time, tested, and concluded by management to be operating effectively. Management anticipates that this remediation process will be completed by December 31, 2011 and that the Company’s internal controls over financial reporting, with respect to this identified material weakness, will be deemed effective. There are no material costs associated with correcting the control deficiencies described above.

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PART II — OTHER INFORMATION

ITEM 1A. RISK FACTORS

Except as set forth below and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, there were no material changes to the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010:

An inability to improve our regulatory capital position could adversely affect our operations and future prospects.

Our ability to remain in operation as a financial institution is dependent on our ability to raise sufficient capital or reduce our assets to improve our regulatory capital position. At June 30, 2011, the Bank was classified as “undercapitalized”, which restricts its operations. As a result of its reduced capital levels, the Bank is required to file a capital restoration plan with the OCC before September 15, 2011. The capital restoration plan is required to specify the steps the Bank will take to become “adequately capitalized”, the levels of capital to be attained each year the plan is in effect, the steps the Bank will take to comply with the growth and other restrictions applicable to it and the types and levels of activities it will engage in. In addition, the Company is actively exploring other potential strategic transactions that could provide additional capital for the Bank, including private equity financing, issuance of shares to existing shareholders or other strategic transactions. The Company will be required to guarantee the Bank’s capital restoration plan submitted under the prompt corrective action regulations. If the Bank fails to comply with the terms of the capital restoration plan that it submits to the OCC, the Company will be obligated to pay to the Bank the lesser of five percent of the Bank’s total assets at the time the Bank was undercapitalized, or the amount which is necessary to bring the Bank into compliance with all adequately capitalized standards at the time it failed to comply.

In order for the Bank to achieve and maintain capital levels above those that the Bank has agreed with the OCC to maintain, we will have to raise additional capital.

The Bank is currently required by the OCC to maintain a Tier 1 leverage capital ratio of 9% and a total risk-based capital ratio of 13%, and has failed to satisfy this requirement, as well as the requirements for being considered “adequately capitalized”, as of June 30, 2011. In order to achieve these capital levels, we will be required to raise additional capital. Our ability to raise additional capital depends to a significant extent on our financial performance and on forces outside of our control. Accordingly, we may not be able to raise the capital necessary to ensure that the Bank achieves the capital maintenance requirements of the IMCR. If the Bank is unable to achieve these capital requirements, it may face additional regulatory constraints and the ability of the Bank to continue as a going concern may be materially impaired.

Our inability to accept, renew or roll over brokered deposits without the prior approval of the FDIC could adversely affect our liquidity.

As of June 30, 2011, we had approximately $20 million in brokered certificates of deposit which represented approximately 5% of our total deposits. Because the Bank’s capital level declined as a result of second quarter losses, the Bank is now considered “undercapitalized” under capital adequacy regulations. As long as it is considered an undercapitalized institution, the Bank may not accept, renew or roll over brokered deposits. As of June 30, 2011, brokered deposits maturing in the next 24 months totaled approximately $17 million. Funding sources for the maturing brokered deposits include, among other sources: our cash account at the Federal Reserve Bank of Atlanta; overnight federal funds sold to correspondent banks; growth, if any, of core deposits from current and new retail and commercial customers; scheduled repayments on existing loans; and the possible pledge or sale of investment securities. Because the Bank is “undercapitalized”, it is also not permitted to offer to pay interest on deposits at rates that are more than 75 basis points above the “national rate” unless the FDIC determines we are in a “high rate area.” These interest rate limitations may limit the ability of the Bank to increase or maintain core deposits from current and new deposit customers. The limitations on our ability to accept, renew or roll over brokered deposits, or pay more than 75 basis points above the “national rate” could adversely affect our liquidity.

As the Bank’s capital levels decline, the amount that it can lend any one borrower is reduced.

As the Bank’s capital levels decline, the amount that it can lend any one borrower is reduced. At June 30, 2011, the Bank’s legal lending limit under applicable regulations (based upon the maximum legal lending limits of 25% of capital and surplus) was $5,816,000. As the Bank’s capital levels have declined, its legal lending limit has been reduced. If the legal lending limit is reduced below the level of credit, including lines of credit, that the Bank has extended to a borrower, it can no longer renew or continue undrawn credit lines or make additional loans or advances to its largest borrower relationships, and its ability to renew outstanding loans to such customers is extremely limited. Additionally, if the Bank seeks to reduce the amount of credit that it has extended to a particular borrower because of a reduction in its legal lending limit, the borrower may decided to move its loan relationships to another financial institution with legal lending limits high enough to accommodate the borrower’s relationships. A loss of loan customers as a result of being subject to lower lending limits, could negatively impact the Bank’s liquidity and results of operations.

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ITEM 6. EXHIBITS

Exhibits

The following exhibits are filed as a part of or incorporated by reference in this report:

Exhibit No.		Description
	3.1	Charter of the Company (1)
	3.2	Amended and Restated Bylaws of the Company, as amended (2)
	31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
	31.2	Certification of the Senior Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
	32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of the Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101	Interactive Data File

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333-168281) as filed with the Securities and Exchange Commission on July 22, 2010.
(2)	Incorporated by reference to the Registrants Form 8-K as filed with the Securities and Exchange Commission March 31, 2010.

59

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.

	MOUNTAIN NATIONAL BANCSHARES, INC.
Date: August 22, 2011	/s/ Dwight B. Grizzell
	Dwight B. Grizzell
	President and Chief Executive Officer
Date: August 22, 2011	/s/ Richard A. Hubbs
	Richard A. Hubbs
	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
	3.1	Charter of the Company (1)
	3.2	Amended and Restated Bylaws of the Company, as amended (2)
	31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
	31.2	Certification of the Senior Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
	32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of the Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101	Interactive Data File

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (333-168281) as filed with the Securities and Exchange Commission on July 22, 2010.
(2)	Incorporated by reference to the Registrant’s Form 8-K as filed with the Securities and Exchange Commission on March 31, 2010.

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Dwight B. Grizzell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mountain National Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2011

/s/ Dwight B. Grizzell  

Dwight B. Grizzell, President 

and Chief Executive Officer 

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Richard A. Hubbs, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mountain National Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2011

/s/ Richard A. Hubbs  

Richard A. Hubbs, Senior Vice President 

and Chief Financial Officer 

EX-32.1

EXHIBIT 32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Mountain National Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dwight B. Grizzell  

Dwight B. Grizzell, President 

and Chief Executive Officer 
August 22, 2011 

EX-32.2

EXHIBIT 32.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Mountain National Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard A. Hubbs  

Richard A. Hubbs, Senior Vice President 

and Chief Financial Officer 
August 22, 2011 

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Securities held to maturity, fair value	$ 1,441,590	$ 1,303,080
Loans, net of allowance for loan losses	$ 14,189,651	$ 10,942,414
Shareholders' equity
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 1.00	$ 1.00
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,631,611	2,631,611
Common stock, shares outstanding	2,631,611	2,631,611

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
INTEREST INCOME
Loans	$ 4,627,435	$ 5,270,558	$ 9,236,933	$ 10,418,993
Taxable securities	628,297	602,155	1,181,464	1,371,089
Tax-exempt securities	58,213	42,547	116,127	145,304
Federal funds sold and deposits in other banks	9,890	16,796	15,774	27,494
Total interest income	5,323,835	5,932,056	10,550,298	11,962,880
INTEREST EXPENSE
Deposits	1,364,505	2,029,316	2,817,804	4,208,498
Federal funds purchased		1,330		1,330
Repurchase agreements	4,083	8,393	6,773	14,312
Federal Reserve and Federal Home Loan Bank advances	560,898	650,277	1,115,472	1,288,433
Subordinated debentures	85,394	82,062	162,143	162,113
Total interest expense	2,014,880	2,771,378	4,102,192	5,674,686
Net interest income	3,308,955	3,160,678	6,448,106	6,288,194
Provision for loan losses	17,363,488	334,400	20,363,488	546,700
Net interest income after provision for loan losses	(14,054,533)	2,826,278	(13,915,382)	5,741,494
NONINTEREST INCOME
Service charges on deposit accounts	367,691	446,295	745,763	844,507
Other fees and commissions	383,417	355,776	714,016	682,220
Gain on sale of mortgage loans	18,312	23,617	40,967	69,330
Investment gains and losses, net	48,009	238,546	48,009	1,192,155
Other real estate gains and losses, net	(4,707,118)	193,494	(4,693,445)	231,953
Other noninterest income	191,139	220,996	332,999	434,025
Total noninterest income	(3,698,550)	1,478,724	(2,811,691)	3,454,190
NONINTEREST EXPENSE
Salaries and employee benefits	2,016,320	2,088,608	4,011,738	4,430,961
Occupancy expenses	449,375	418,650	903,383	867,350
FDIC assessment expense	443,925	299,441	795,757	611,753
Other operating expenses	1,810,237	1,450,505	3,314,791	2,930,493
Total noninterest expense	4,719,857	4,257,204	9,025,669	8,840,557
Income (loss) before income tax expense (benefit)	(22,472,940)	47,798	(25,752,742)	355,127
Income tax expense (benefit)	(618,341)	(94,488)	(519,106)	(116,273)
Net income (loss)	$ (21,854,599)	$ 142,286	$ (25,233,636)	$ 471,400
EARNINGS (LOSS) PER SHARE
Basic	$ (8.30)	$ 0.05	$ (9.59)	$ 0.18
Diluted	$ (8.30)	$ 0.05	$ (9.59)	$ 0.18

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Document and Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Aug. 01, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	MOUNTAIN NATIONAL BANCSHARES INC
Entity Central Index Key	0001177070
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 15,131,763
Entity Common Stock, Shares Outstanding		2,631,611

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Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2011

Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss)

Note 6. Comprehensive Income (Loss)

Comprehensive income (loss) is made up of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) is made up of changes in the unrealized gain (loss) on securities available for sale. Comprehensive income (loss) for the three and six months ended June 30, 2011 was ($21,370,720) and ($24,227,531), respectively, as compared to $573,935 and $629,637 for the three and six months ended June 30, 2010, respectively.

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New Accounting Standards

6 Months Ended

Jun. 30, 2011

New Accounting Standards [Abstract]

New Accounting Standards

Note 2. New Accounting Standards

In April 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU No. 2011-02 intended to provide additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a Troubled Debt Restructuring (“TDR”). The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered TDRs. The Company does not expect the adoption of this guidance to have a significant impact on the financial results.

In April 2011, the FASB issued ASU No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements.” ASU No. 2011-03 modifies the criteria for determining when repurchase agreements would be accounted for as a secured borrowing rather than as a sale. Currently, an entity that maintains effective control over transferred financial assets must account for the transfer as a secured borrowing rather than as a sale. The provisions of ASU No. 2011-03 remove from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee. The FASB believes that contractual rights and obligations determine effective control and that there does not need to be a requirement to assess the ability to exercise those rights. ASU No. 2011-03 does not change the other existing criteria used in the assessment of effective control. The provisions of ASU No. 2011-03 are effective prospectively for transactions, or modifications of existing transactions, that occur on or after January 1, 2012. Adoption of this ASU is not expected to have a material impact on the Company’s financial results.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” The provisions of ASU No. 2011-05 allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The statement(s) are required to be presented with equal prominence as the other primary financial statements. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity but does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The provisions of ASU No. 2011-05 are effective for the Company’s interim reporting period beginning on or after December 15, 2011, with retrospective application required. The adoption of ASU No. 2011-05 is expected to result in presentation changes to the Company’s statements of income and the addition of a statement of comprehensive income. The adoption of ASU No. 2011-05 will have no impact on the Company’s statements of condition.

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Regulatory Matters

6 Months Ended

Jun. 30, 2011

Regulatory Matters [Abstract]

Regulatory Matters

Note 8. Regulatory Matters

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

Quantitative measures established by regulation to ensure capital adequacy require the Bank and Company to maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). In addition, the Company’s and the Bank’s regulators may impose additional capital requirements on financial institutions and their bank subsidiaries, like the Company and the Bank, beyond those provided for statutorily, which standards may be in addition to, and require higher levels of capital, than the general statutory capital adequacy requirements. As discussed below, the Bank has agreed to maintain certain of its capital ratios above minimum statutory levels. As of June 30, 2011 and discussed below, the Bank failed to meet all capital adequacy requirements to which it is subject.

The Bank has entered into a formal written agreement in which it made certain commitments to the OCC, including commitments to, among other things, implement a program to reduce the high level of credit risk in the Bank including strengthening credit underwriting and problem loan workouts and collections, reduce its level of criticized assets, implement a concentration risk management program related to commercial real estate lending, improve procedures related to the maintenance of the Bank’s ALLL, strengthen the Bank’s internal loan review program, strengthen the Bank’s loan workout department, and develop a liquidity plan that improves the Bank’s reliance on wholesale funding sources.

In February 2010, the Bank agreed to an OCC minimum capital requirement (“IMCR”) to maintain a minimum Tier 1 capital to average assets ratio of 9% and a minimum total capital to risk-weighted assets ratio of 13%. The OCC imposed this requirement to maintain capital at higher levels than those required by applicable federal regulations because the OCC believed that the Bank’s capital levels were less than satisfactory given the level of credit risk in the Bank, specifically the high level of nonperforming assets and provision for loan losses. As noted below under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Funding Resources, Capital Adequacy and Liquidity, the Bank had 4.61% of Tier 1 capital to average assets and 7.69% of total risk-based capital to risk-weighted assets ratio at June 30, 2011, and was therefore not in compliance with the IMCR. As a result, the OCC may bring additional enforcement actions, including a consent order or a capital directive, against the Bank. Based upon its capital levels at June 30, 2011, the Bank’s capital shortfall was approximately $23,374,000 for the Tier 1 capital to average assets requirement and approximately $20,342,000 for the total capital to risk-weighted assets requirement.

In the fourth quarter of 2010, the OCC informed the Bank that, because the OCC does not believe that the Bank has fully satisfied the requirements of the formal written agreement, it will be requested to replace the formal written agreement with a consent order (the “Consent Order”) containing commitments for further improvements in the Bank’s operations. As of June 30, 2011, the Bank has not received further notification as to the Consent Order or its proposed terms or given a time frame for which it might be requested to replace the formal written agreement.

As a result of the Bank’s losses in the second quarter of 2011, it is considered “undercapitalized” under applicable prompt corrective action regulations, and as a result, the Bank may not accept, renew or rollover brokered deposits or pay interest on deposits above certain federally-established rates. The Bank’s total risk-based capital to risk-weighted assets ratio of 7.69% requires an increase of risk-based capital of approximately $1,175,000 to achieve the 8.00% ratio for the Bank to return to the “adequately capitalized” minimum under capital adequacy regulations.

Under the OCC’s prompt corrective action regulations, because it is “undercapitalized”, the Bank is required to file a capital restoration plan with the OCC before September 15, 2011, and is subject to certain other restrictions restricting payment of capital distributions or management fees, restricting asset growth and requiring prior approval of asset expansion proposals. The capital restoration plan is required to specify the steps the Bank will take to become “adequately capitalized”, the levels of capital to be attained each year the plan is in effect, the steps the Bank will take to comply with the growth and other restrictions applicable to it and the types and levels of activities it will engage in.

The Compliance Committee meets monthly and submits quarterly progress reports to the OCC addressing ongoing actions taken by the Board of Directors and management to address the deficiencies noted in Articles III through IX of the formal written agreement. A summary of the actions taken regarding each Article are outlined below:

Article III — Credit Risk — The Board of Directors has approved a Credit Risk Management Program with primary emphasis on oversight of the credit process, credit granting and underwriting processes, credit administration, measurement and monitoring and internal controls of the credit process. This program also incorporates the Credit Policy (including CRE concentrations), Loan Review Policy and Special Assets Department Policy as the primary written guidance documents for granting credit, administering the loan portfolio and monitoring credit risk. The Credit Risk Officer prepares a quarterly assessment of credit risk which is reviewed and approved by the Compliance Committee and full Board of Directors prior to submission to the OCC.

Article IV — Criticized Assets — Management’s efforts are guided by a written, Board approved program detailing actions that will be taken to eliminate the basis of criticism for all criticized loan relationships. As part of this program, detailed action plans are developed for all criticized assets that reflect the most current information available regarding repayment capacity, collateral protection and proposed actions to eliminate the bases of criticism. The action plans are reviewed by the Compliance Committee quarterly prior to submission to the OCC.

Article V — Concentrations of Credit and CRE Concentration Risk Management — The Board of Directors has approved a comprehensive CRE Concentrations Risk Management Program detailing all aspects of the Bank’s efforts to comply with the guidance established in Interagency Bulletin 2006-46 which has been implemented into the Credit Policy. Comprehensive underwriting guidelines for CRE loans have been developed and incorporated into the policy. The guidelines include a minimum debt coverage ratio, collateral margins that are more stringent than those allowed by the regulatory guidelines and minimum cash equity requirements, along with additional underwriting standards. Portfolio level stress testing has been incorporated and is performed quarterly and detailed reports are provided to management and the Board of Directors. In addition, a report of primary concentrations by NAICS industry codes is provided to the Compliance Committee, Board of Directors and the OCC on a quarterly basis.

Article VI — Allowance for Loan and Lease Losses — Management operates under the guidance of a comprehensive, Board approved Allowance for Loan and Lease Loss Policy. The policy establishes authority for analyzing and preparing the ALLL calculation in accordance with US GAAP and OCC Bulletin 2006-47. The Board receives a detailed report of the ALLL calculation and support documentation for review and approval at least quarterly. The quarterly ALLL calculation and supporting documentation is provided to the OCC.

Article VII — Loan Review and Problem Loan Identification — The Board of Directors has approved a comprehensive Loan Review Policy and Program that details the scope and coverage of the Bank’s loan review activities. Quarterly loan reviews are performed by an external consultant. This review includes analysis of risk-grades assigned to each loan by management resulting in further discussion if there is a disagreement. Management is responsible for identification of problem loans including collateral dependent loans, nonaccrual loans and determining specific losses and reserve levels. This process is intended to help control the level of losses given the Bank’s elevated level of problem loans.

Article VIII — Loan Workout Department — The department’s activities are guided by a comprehensive Special Assets Department Policy approved by the Board of Directors. The policy identifies assets that will be managed by the Special Assets Department, standards for managing loans including interest accrual status and identification of collateral dependent loans and loans included in troubled debt restructurings. The Special Assets Department is independent from Bank management and reports directly to the Board of Directors.

Article IX — Liquidity Plan — The Funds Management Policy, approved by the Board of Directors, guides management with regards to the Bank’s plan. The Bank has developed a comprehensive Liquidity/Contingency Funding Plan to further enhance liquidity management. The board and management continue to take actions to improve the Bank’s liquidity position and maintain adequate sources of stable funding.

All actions are continuous and ongoing and subject to review and revision by the OCC. The OCC, at its sole discretion, will notify the Bank when it determines the Bank to be in compliance with all articles of the formal written agreement.

Since the Bank agreed to the capital requirement, certain actions have been taken, and are ongoing, that are designed to improve the Bank’s capital ratios by influencing the underlying metrics. The reduction of total assets of the Bank can have an impact on the Tier 1 capital ratio. Since December 31, 2009 the Bank has reduced total assets approximately $119,000,000 from approximately $640,000,000 to approximately $521,000,000 at June 30, 2011. This reduction in assets was accomplished by reducing wholesale funding including brokered deposits and Federal Home Loan Bank advances as well as the reduction of public funds deposits. Additionally, loans outstanding and the bond investment portfolio were reduced subsequent to the capital requirement. Expense reduction measures were put in place during the first and second quarters of 2010 which included a significant reduction of salaries and benefits. In addition, the Company is actively exploring other potential strategic transactions that could provide additional capital for the Bank, including private equity financing, issuance of shares to existing shareholders or other strategic transactions.

During the second quarter of 2011, management’s actions regarding its change in the strategic plan involving liquidation of certain impaired loans as described under Allowance for Loan Losses below had a significant impact on the regulatory capital ratios. Additionally, the decrease in the Company’s ORE balance during the quarter had an impact on regulatory capital ratios and was primarily the result of management’s decision to record a sizable valuation allowance against its portfolio with the intention of liquidating these nonperforming assets more expeditiously than what was experienced and projected at the previous price levels, also as part of the change in the strategic plan as discussed in more detail under Noninterest Expense below. Also, during the quarter, the Bank’s increase of the deferred tax asset valuation allowance as discussed in more detail under Income Taxes below reduced the income tax benefit that would have typically been recognized and had a significant impact on regulatory capital. The cumulative effect of these actions reduced the Bank’s capital ratios to the levels noted above. The Company’s ratios were further impacted due to the reduction in the amount of Trust Preferred Securities allowed in the calculation of their regulatory capital ratios.

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Fair Value

6 Months Ended

Jun. 30, 2011

Fair Value [Abstract]

Fair Value

Note 7. Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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. There are three levels of inputs that may be used to measure fair value:

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

Level 2: Significant other 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.

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

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities Available for Sale — Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent service provider. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things.

Impaired Loans — The fair value of impaired loans with specific allocations of the allowance for loan losses may be based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. If the recorded investment in an impaired loan exceeds the measure of fair value, a valuation allowance may be established as a component of the allowance for loan losses or the expense is recognized as a charge-off. As a result of partial charge-offs, certain impaired loans are carried at fair value with no allocation. Certain impaired loans are not measured at fair value, which generally includes troubled debt restructurings that are measured for impairment based upon the present value of expected cash flows discounted at the loan’s original effective interest rate, and are excluded from the assets measured on a nonrecurring basis.

Other Real Estate — The fair value of other real estate (“ORE”) is generally based on current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ALLL. Gains or losses on sale and any subsequent adjustments to the value are recorded as a gain or loss on ORE. ORE is classified within Level 3 of the hierarchy.

Assets and Liabilities Measured on a Recurring Basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

			Fair Value Measurements at
			June 30, 2011 Using:
			Significant Other
			Observable Inputs
	Carrying Value		(Level 2)
Assets:
Available for sale securities:
U. S. Government securities	$	249,961	$	249,961
Obligations of states and political subdivisions		5,145,178		5,145,178
Mortgage-backed securities-residential		82,055,642		82,055,642
Total available for sale securities	$	87,450,781	$	87,450,781

			Fair Value Measurements at
			December 31, 2010 Using:
			Significant Other
			Observable Inputs
	Carrying Value		(Level 2)
Assets:
Available for sale securities:
U. S. Government securities	$	249,866	$	249,866
Obligations of states and political subdivisions		4,922,113		4,922,113
Mortgage-backed securities -residential		81,144,612		81,144,612
Total available for sale securities	$	86,316,591	$	86,316,591

For the three and six months ended June 30, 2011, there were no transfers between Level 1 and Level 2.

Assets and Liabilities Measured on a Non-Recurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table summarizes assets and liabilities measured at fair value on a non-recurring basis as of June 30, 2011 and December 31, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

			Fair Value Measurements at
			June 30, 2011 Using:
			Significant
			Unobservable Inputs
	Carrying Value		(Level 3)
Assets:
Impaired loans:
Construction and development	$	16,658,199	$	16,658,199
Commercial real estate		4,278,883		4,278,883
Residential real estate		7,020,427		7,020,427
Total impaired loans		27,957,509		27,957,509
Other real estate:
Construction and development		2,405,955		2,405,955
Commercial real estate		1,405,000		1,405,000
Residential real estate		5,809,449		5,809,449
Total other real estate		9,620,404		9,620,404
Total Assets Measured at Fair Value on a Non-Recurring Basis	$	37,577,913	$	37,577,913

			Fair Value Measurements at
			December 31, 2010 Using:
			Significant
			Unobservable Inputs
	Carrying Value		(Level 3)
Assets:
Impaired loans:
Construction and development	$	8,826,040	$	8,826,040
Commercial real estate		3,378,152		3,378,152
Residential real estate		4,045,756		4,045,756
Total impaired loans		16,249,948		16,249,948
Other real estate:
Construction and development		2,229,161		2,229,161
Commercial real estate		1,404,833		1,404,833
Residential real estate		7,518,670		7,518,670
Total other real estate		11,152,664		11,152,664
Total Assets Measured at Fair Value on a Non-Recurring Basis	$	27,402,612	$	27,402,612

At June 30, 2011, impaired loans measured at fair value, which are evaluated for impairment using the fair value of collateral, had a carrying amount of $29,034,438, with a valuation allowance of $1,076,929 resulting in an additional provision for loan losses of $6,054,653 and $8,079,066 for the three-and six-months periods ended June 30, 2011, respectively. At December 31, 2010, impaired loans measured at fair value had a carrying amount of $17,718,189, with a valuation allowance of $1,468,241 resulting in an additional provision for loan losses of $4,514,585 for the year ended December 31, 2010. Impaired loans carried at fair value include loans that have been written down to fair value through the partial charge-off of principal balance. Accordingly, these loans do not have a specific valuation allowance as their balances represent fair value.

The June 30, 2011 carrying amount of ORE includes net valuation adjustments of approximately $4,769,000 and $4,802,000 for the three and six months ended June 30, 2011, respectively. The December 31, 2010 carrying amount of ORE includes net valuation adjustments of approximately $1,211,000. Valuation adjustments include both charge offs and holding gains and losses. The fair value of ORE is based upon appraisals performed by qualified, licensed appraisers. Appraisals are obtained at the time of foreclosure and at least annually thereafter or more often if management determines property values have significantly declined.

Fair Value of Financial Instruments

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

Fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents:

For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.

Investment Securities:

The fair value of securities is estimated as previously described for securities available for sale, and in a similar manner for securities held to maturity.

Restricted investments:

Restricted investments consist of Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank stock. It is not practicable to determine the fair value due to restrictions placed on the transferability of the stock.

Loans:

The fair value of loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates, adjusted for credit risk and servicing costs. The estimate of maturity is based on historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions. The allowance for loan losses is considered a reasonable discount for credit risk.

Deposits:

The fair value of deposits with no stated maturity, such as demand deposits, money market accounts, and savings deposits, is equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Federal funds purchased, Federal Reserve Bank advances and securities sold under agreements to repurchase:

The estimated value of these liabilities, which are extremely short term, approximates their carrying value.

Subordinated debentures:

For the subordinated debentures with a floating interest rate tied to LIBOR, the fair value is based on the discounted value of contractual cash flows. The discount rate is estimated using the most recent offering rates available for subordinated debentures of similar amounts and remaining maturities.

Federal Home Loan Bank advances:

For FHLB advances the fair value is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for FHLB advances of similar amounts and remaining maturities.

Accrued interest receivable and payable:

The carrying amounts of accrued interest receivable and payable approximate their fair value.

Commitments to extend credit, letters of credit and lines of credit:

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of these commitments are insignificant and are not included in the table below.

The carrying amounts and estimated fair values of the Company’s financial instruments at June 30, 2011 and December 31, 2010, not previously presented, are as follows (in thousands):

	June 30, 2011				December 31, 2010
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Assets:
Cash and cash equivalents	$	34,275	$	34,275	$	32,576	$	32,576
Investment securities held to maturity		1,349		1,442		1,318		1,303
Restricted investments		3,847		N/A		3,843		N/A
Loans, net		330,434		319,764		363,413		358,587
Accrued interest receivable		1,383		1,383		1,496		1,496
Liabilities:
Noninterest-bearing demand deposits	$	50,658	$	50,658	$	47,639	$	47,639
NOW accounts		53,608		53,608		57,345		57,345
Savings and money market accounts		73,197		73,197		73,435		73,435
Time deposits		260,433		261,253		271,173		272,304
Subordinated debentures		13,403		7,338		13,403		7,276
Federal funds purchased and securities sold under agreements to repurchase		1,150		1,150		432		432
Federal Reserve/Federal Home Loan Bank advances		55,200		61,161		55,200		61,136
Accrued interest payable		738		738		719		719

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (25,233,636)	$ 471,400
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	758,728	818,354
Net realized gains on securities available for sale	(48,009)	(1,180,631)
Net realized gains on securities held to maturity		(11,524)
Net amortization on available for sale securities	554,020	271,332
Increase in held to maturity due to accretion	(30,872)	(31,054)
Provision for loan losses	20,363,488	546,700
Net (gain) loss on other real estate	4,693,445	(231,953)
Gross mortgage loans originated for sale	(1,350,699)	(1,206,996)
Gross proceeds from sale of mortgage loans	1,421,766	1,276,326
Gain on sale of mortgage loans	(40,967)	(69,330)
Increase in cash surrender value of life insurance	(197,094)	(198,000)
Investment in partnership	(41,120)	(18,790)
Share-based compensation	51,300	32,110
Change in operating assets and liabilities:
Accrued interest receivable	112,795	662,204
Accrued interest payable	18,835	64,479
Other assets and liabilities	735,039	637,527
Net cash provided by operating activities	1,767,019	1,832,154
Activity in available-for-sale securities:
Proceeds from sales	3,861,274	91,615,721
Proceeds from maturities, prepayments and calls	10,870,506	259,205,543
Purchases	(14,850,469)	(310,404,414)
Activity in held-to-maturity securities:
Proceeds from sales		520,000
Purchases of restricted investments	(3,800)	(27,100)
Loan originations and principal collections, net	9,519,864	6,856,013
Purchase of premises and equipment	(21,723)	(169,178)
Proceeds from sale of other real estate	1,532,745	2,467,947
Net cash provided by investing activities	10,908,397	50,064,532
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits	(11,694,916)	(38,471,158)
Proceeds from Federal Reserve/Federal Home Loan Bank advances		43,000,000
Matured Federal Reserve/Federal Home Loan Bank advances		(43,200,000)
Net increase in securities sold under agreements to repurchase	718,228	1,422,287
Net cash used in financing activities	(10,976,688)	(37,248,871)
NET INCREASE IN CASH AND CASH EQUIVALENTS	1,698,728	14,647,815
CASH AND CASH EQUIVALENTS, beginning of period	32,575,820	14,104,636
CASH AND CASH EQUIVALENTS, end of period	34,274,548	28,752,451
Cash paid for:
Interest	4,083,357	5,610,207
Income taxes		50,000
Non-cash investing and financing activities:
Transfers from loans to other real estate owned	3,065,846	2,863,416
Loans advanced for sales of other real estate		1,485,992
Transfers from held-to-maturity to available-for-sale securities		$ 439,097

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Investment Securities

6 Months Ended

Jun. 30, 2011

Investment Securities [Abstract]

Investment Securities

Note 3. Investment Securities

The following table summarizes the amortized cost and fair value of the available-for-sale and held-to-maturity investment securities portfolio at June 30, 2011 and December 31, 2010 and the corresponding amounts of unrealized gains and losses therein.

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
June 30, 2011
Available-for-sale
U. S. Government securities	$	249,974	$	—	$	(13	)	$	249,961
Obligations of states and political subdivisions		5,219,653		72,234		(146,709	)		5,145,178
Mortgage-backed securities-residential		81,245,673		880,281		(70,312	)		82,055,642
Total available-for-sale securities	$	86,715,300	$	952,515	$	(217,034	)	$	87,450,781
Held-to-maturity
Obligations of states and political subdivisions	$	1,348,823	$	92,767	$	—		$	1,441,590
December 31, 2010
Available-for-sale
U. S. Government securities	$	249,879	$	—	$	(13	)	$	249,866
Obligations of states and political subdivisions		5,201,492		17,407		(296,786	)		4,922,113
Mortgage-backed securities-residential		81,754,184		134,557		(744,129	)		81,144,612
Total available-for-sale securities	$	87,205,555	$	151,964	$	(1,040,928	)	$	86,316,591
Held-to-maturity
Obligations of states and political subdivisions	$	1,317,951	$	—	$	(14,871	)	$	1,303,080

The amortized cost and fair value of the investment securities portfolio are shown below by expected maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2011
	Amortized		Fair
	Cost		Value
Maturity
Available-for-sale
Within one year	$	249,974	$	249,961
One to five years		266,264		265,634
Five to ten years		1,811,630		1,868,399
Beyond ten years		3,141,759		3,011,145
Mortgage-backed securities-residential		81,245,673		82,055,642
Total	$	86,715,300	$	87,450,781
Held-to-maturity
Five to ten years		738,804		785,540
Beyond ten years		610,019		656,050
Total	$	1,348,823	$	1,441,590

The following table summarizes the investment securities with unrealized losses at June 30, 2011 and December 31, 2010 aggregated by major security type and length of time in a continuous unrealized loss position.

	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
June 30, 2011
Available-for-sale
U.S. Government securities	$	249,961	$	(13	)	$	—	$	—		$	249,961	$	(13	)
Obligations of states and political subdivisions		1,242,524		(23,740	)		1,658,791		(122,969	)		2,901,315		(146,709	)
Mortgage-backed securities-residential		12,030,953		(70,312	)		—		—			12,030,953		(70,312	)
Total available-for-sale	$	13,523,438	$	(94,065	)	$	1,658,791	$	(122,969	)	$	15,182,229	$	(217,034	)
December 31, 2010
Available-for-sale
U.S. Government securities	$	249,866	$	(13	)	$	—	$	—		$	249,866	$	(13	)
Obligations of states and political subdivisions		3,632,820		(112,755	)		1,571,970		(198,902	)		5,204,790		(311,657	)
Mortgage-backed securities-residential		57,369,268		(744,129	)		—		—			57,369,268		(744,129	)
Total available-for-sale	$	61,251,954	$	(856,897	)	$	1,571,970	$	(198,902	)	$	62,823,924	$	(1,055,799	)

Proceeds from sales of securities were approximately $4 million and $92 million for the six months ended June 30, 2011 and 2010, respectively. Gross gains of $48,009 and $1,251,526 and gross losses of $0 and $59,371 were realized on these sales during the six months ended June 30, 2011 and 2010, respectively.

During the first quarter of 2010, the Bank sold one security classified as held-to-maturity. The remaining held-to-maturity security in the Bank’s portfolio was reclassified as available for sale. The approximately $1.3 million residual balance in held-to-maturity securities at June 30, 2011 represents securities held in the portfolio of MNB Investments, Inc., a consolidated subsidiary of the Bank. MNB Investments, Inc. does not intend and it is not more likely than not that it would be required to sell these securities prior to maturity.

Proceeds from sales of securities available for sale were approximately $4 million and $11 million for the three months ended June 30, 2011 and 2010, respectively. Gross gains of $48,009 and $238,547 and no losses were realized on these sales during the second quarter of 2011 and 2010, respectively.

Other-Than-Temporary-Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. In determining OTTI, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. Otherwise, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income (loss), net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

As of June 30, 2011, the Company’s securities portfolio consisted of 84 securities, 18 of which were in an unrealized loss position. The majority of unrealized losses are related to the Company’s mortgage-backed securities and obligations of states and political subdivisions, as discussed below.

Unrealized losses on mortgage-backed securities and obligations of states and political subdivisions have not been recognized into income because the issuer(s)’ bonds are of high credit quality, the decline in fair value is largely due to changes in interest rates and other market conditions, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery. The Company does not consider these securities to be other-than-temporarily impaired at June 30, 2011.

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Net Earnings (Loss) Per Common Share

6 Months Ended

Jun. 30, 2011

Net Earnings (Loss) Per Common Share [Abstract]

Net Earnings (Loss) Per Common Share

Note 4. Net Earnings (Loss) Per Common Share

Net earnings (loss) per common share are based on the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the effects of potential common shares outstanding, including shares issuable upon the exercise of options for which the exercise price is lower than the market price of the common stock, during the period.

The following is a summary of the basic and diluted earnings (loss) per share calculation for the three and six months ended June 30, 2011 and 2010:

	Six-Months Ended					Three-Months Ended
	June 30,					June 30,
	2011			2010		2011			2010
Basic earnings (loss) per share calculation:
Numerator — Net income (loss)	$	(25,233,636	)	$	471,400	$	(21,854,599	)	$	142,286
Denominator — Average common shares outstanding		2,631,611			2,631,611		2,631,611			2,631,611
Basic net income (loss) per share	$	(9.59	)	$	0.18	$	(8.30	)	$	0.05
Diluted earnings (loss) per share calculation:
Numerator — Net income (loss)		(25,233,636	)		471,400		(21,854,599	)		142,286
Denominator — Average common shares outstanding		2,631,611			2,631,611		2,631,611			2,631,611
Dilutive shares contingently issuable		—			—		—			—
Average dilutive common shares outstanding		2,631,611			2,631,611		2,631,611			2,631,611
Diluted net income (loss) per share	$	(9.59	)	$	0.18	$	(8.30	)	$	0.05

During the six months ended June 30, 2011 and 2010, there were options for the purchase of 117,148 and 122,133 shares, respectively, outstanding during each time period that were antidilutive. During the three months ended June 30, 2011 and 2010, there were options for the purchase of 117,148 and 122,133 shares, respectively, outstanding during each time period that were antidilutive. These shares were accordingly excluded from the calculations above.

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Loans and Allowance for Loan Losses

6 Months Ended

Jun. 30, 2011

Loans and Allowance for Loan Losses [Abstract]

Loans and Allowance for Loan Losses

Note 5. Loans and Allowance for Loan Losses

At June 30, 2011 and December 31, 2010, the Bank’s loans consisted of the following (in thousands):

	June 30,			December 31,
	2011			2010
Mortgage loans on real estate:
Residential 1-4 family	$	75,421		$	86,403
Residential multifamily		6,079			6,147
Commercial real estate		131,551			133,917
Construction and land development		69,513			83,543
Second mortgages		7,554			8,880
Equity lines of credit		25,064			25,391
		315,182			344,281
Commercial loans		24,395			24,944
Consumer installment loans:
Personal		2,803			2,855
Credit cards		2,243			2,275
		5,046			5,130
Total Loans		344,623			374,355
Less: Allowance for loan losses		(14,190	)		(10,942	)
Loans, net	$	330,433		$	363,413

Loans held for sale at June 30, 2011 and December 31, 2010 were $186,400 and $216,500, respectively. These loans are included in residential 1-4 family loans in the table above.

Loans are stated at unpaid principal balances, less the allowance for loan losses. The “recorded investment” in loans presented throughout the Notes to the Consolidated Financial Statements is defined as the outstanding principal balance of loans. Interest income is accrued on the unpaid principal balance.

The following table presents the recorded investment in loans and the balance in the allowance for loan losses (“ALLL”) by portfolio segment and based on impairment method as of June 30, 2011 and December 31, 2010 (in thousands):

	Collectively Evaluated				Individually Evaluated
	for Impairment				for Impairment				Total
	June 30,		December 31,		June 30,		December 31,		June 30,		December 31,
	2011		2010		2011		2010		2011		2010
Loans:
Construction and development	$	37,243	$	42,026	$	32,270	$	41,517	$	69,513	$	83,543
Residential real estate		92,349		97,639		21,769		29,182		114,118		126,821
Commercial real estate		106,501		112,389		25,050		21,529		131,551		133,918
Commercial		24,387		24,831		8		113		24,395		24,944
Consumer/other		2,765		2,839		38		15		2,803		2,854
Credit cards		2,243		2,275		—		—		2,243		2,275
Total ending loan balance	$	265,488	$	281,999	$	79,135	$	92,356	$	344,623	$	374,355
Allowance for loan losses:
Construction and development	$	2,384	$	1,445	$	1,567	$	1,647	$	3,951	$	3,092
Residential real estate		3,296		1,653		526		2,444		3,822		4,097
Commercial real estate		3,496		1,444		1,003		617		4,499		2,061
Commercial		452		395		—		1		452		396
Consumer/other		106		97		—		1		106		98
Credit cards		260		121		—		—		260		121
Unallocated		1,100		1,077		—		—		1,100		1,077
Total ending allowance balance	$	11,094	$	6,232	$	3,096	$	4,710	$	14,190	$	10,942

The following table details the changes in the allowance for loan losses for the three and six months ended June 30, 2011 by portfolio segment (in thousands):

	Construction and			Residential			Commercial						Consumer /			Credit
	Development			Real Estate			Real Estate			Commercial			Other			Cards			Unallocated		Total
Six months ended June 30, 2011
Beginning balance	$	3,092		$	4,097		$	2,061		$	396		$	98		$	121		$	1,077	$	10,942
Charged-off loans		(7,620	)		(7,657	)		(1,703	)		(81	)		(33	)		(104	)		—		(17,198	)
Recovery of previously charged-off loans		17			6			49			—			8			2					82
Provision for loan losses		8,462			7,376			4,092			137			33			241			23		20,364
Ending balance	$	3,951		$	3,822		$	4,499		$	452		$	106		$	260		$	1,100	$	14,190
Three months ended June 30, 2011
Beginning balance	$	3,959		$	3,869		$	1,432		$	610		$	46		$	121		$	—	$	10,037
Charged-off loans		(6,781	)		(4,831	)		(1,478	)		(81	)		(18	)		(49	)		—		(13,238	)
Recovery of previously charged-off loans		17			5			1			—			3			1			—		27
Provision for loan losses		6,756			4,779			4,544			(77	)		75			187			1,100		17,364
Ending balance	$	3,951		$	3,822		$	4,499		$	452		$	106		$	260		$	1,100	$	14,190

A summary of transactions in the ALLL for the three and six months ended June 30, 2010 is as follows (in thousands):

	Six Months Ended			Three Months Ended
	June 30, 2010			June 30, 2010
Beginning balance	$	11,353		$	10,975
Charged-off loans		(1,945	)		(1,336	)
Recovery of previously charged-off loans		419			400
Provision for loan losses		547			335
Ending balance	$	10,374		$	10,374

Credit Quality Indicators:

The Company uses several credit quality indicators, which are updated at least annually, to manage credit risk in an ongoing manner. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as the following: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company uses an internal credit risk rating system that categorizes loans into pass, special mention or classified categories. Credit risk ratings are applied to all loans individually with the exception of credit cards.

The following are the definitions of the Company’s risk ratings:

Pass:	Loans that are not adversely rated, are contractually current as to principal and interest and are otherwise in compliance with the contractual terms of the loan or lease agreement. Management believes that there is a low likelihood of loss related to those loans that are considered pass.
Special	Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard/ Accruing:	Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Substandard/ Nonaccrual:	A loan classified as nonaccrual has all the deficiencies of a loan graded substandard but collection of the full amount of principal and interest owed is uncertain or unlikely and collateral support, if any, may be weak.
Doubtful:	Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing estimations, facts, conditions and values, highly questionable and improbable. Doubtful loans include only the portion of each specific loan deemed uncollectible and the classification can change as certain current information and facts are ascertained.

The following table presents by class and by risk category, the recorded investment in the Company’s loans as of June 30, 2011 and December 31, 2010 (in thousands):

	As of June 30, 2011
	Not				Special		Substandard		Substandard
	Rated		Pass		Mention		Accruing		Nonaccrual		Doubtful
Construction and development	$	—	$	29,020	$	3,618	$	14,369	$	21,555	$	951
Commercial real estate — mortgage		—		103,815		3,287		13,179		11,270		—
Commercial and industrial		—		23,196		156		1,043		—		—
Residential real estate
Residential mortgage		—		50,527		2,988		11,964		9,942		—
Home equity and junior liens		—		29,239		257		2,707		415		—
Multi-family		—		4,097		—		1,982		—		—
Total residential real estate		—		83,863		3,245		16,653		10,357		—
Consumer and other		—		2,634		26		118		25		—
Credit cards		2,243		—		—		—		—		—
Total	$	2,243	$	242,528	$	10,332	$	45,362	$	43,207	$	951

	As of December 31, 2010
	Not				Special		Substandard		Substandard
	Rated		Pass		Mention		Accruing		Nonaccrual		Doubtful
Construction and development	$	—	$	36,086	$	284	$	19,244	$	26,977	$	952
Commercial real estate — mortgage		—		99,649		1,044		26,863		6,362		—
Commercial and industrial		—		24,274		207		395		67		—
Residential real estate
Residential mortgage		—		54,332		2,905		11,720		17,446		—
Home equity and junior liens		—		30,841		669		1,561		1,201		—
Multi-family		—		4,454		—		1,692		—		—
Total residential real estate		—		89,627		3,574		14,973		18,647		—
Consumer and other		—		2,755		41		59		—		—
Credit cards		2,275		—		—		—		—		—
Total	$	2,275	$	252,391	$	5,150	$	61,534	$	52,053	$	952

The following table presents the aging of the recorded investment in past due loans, including the payment status of loans on non-accrual which have been incorporated into the table, as of June 30, 2011 and December 31, 2010 by class of loans (in thousands):

	As of June 30, 2011
	30-59		60-89		Greater Than
	Days		Days		90 Days		Total				Total
	Past Due		Past Due		Past Due		Past Due		Current		Loans
Construction and development	$	644	$	500	$	1,552	$	2,696	$	66,817	$	69,513
Commercial real estate — mortgage		1,985		2,419		1,970		6,374		125,177		131,551
Commercial and industrial		—		48		196		244		24,151		24,395
Residential real estate
Residential mortgage		3,001		1,216		2,184		6,401		69,020		75,421
Home equity and junior liens		119		95		183		397		32,221		32,618
Multi-family		285		—		—		285		5,794		6,079
Total residential real estate		3,405		1,311		2,367		7,083		107,035		114,118
Consumer and other		8		—		—		8		2,795		2,803
Credit cards		19		—		—		19		2,224		2,243
Total	$	6,061	$	4,278	$	6,085	$	16,424	$	328,199	$	344,623

	As of December 31, 2010
	30-59		60-89		Greater Than
	Days		Days		90 Days		Total				Total
	Past Due		Past Due		Past Due		Past Due		Current		Loans
Construction and development	$	265	$	49	$	394	$	708	$	82,835	$	83,543
Commercial real estate — mortgage		214		326		2,573		3,113		130,805		133,918
Commercial and industrial		—		—		—		—		24,944		24,944
Residential real estate
Residential mortgage		948		2,580		—		3,528		82,875		86,403
Home equity and junior liens		—		409		62		471		33,800		34,271
Multi-family		—		—		—		—		6,146		6,146
Total residential real estate		948		2,989		62		3,999		122,821		126,820
Consumer and other		14		10		—		24		2,831		2,855
Credit cards		43		1		19		63		2,212		2,275
Total	$	1,484	$	3,375	$	3,048	$	7,907	$	366,448	$	374,355

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Generally, loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured, which usually requires a minimum of six months sustained repayment performance.

Nonperforming loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified as impaired loans.

The following table presents the recorded investment in nonperforming loans by class of loans as of June 30, 2011 and December 31, 2010 (in thousands):

	As of June 30, 2011
			Loans Past Due Over
	Nonaccrual		90 Days Still Accruing
Construction and development	$	22,506	$	—
Commercial real estate — mortgage		11,270		300
Commercial and industrial		—		196
Residential real estate
Residential mortgage		9,942		—
Home equity and junior liens		415		55
Total residential real estate		10,357		55
Consumer and other		25		—
Total nonperforming loans	$	44,158	$	551

	As of December 31, 2010
			Loans Past Due Over
	Nonaccrual		90 Days Still Accruing
Construction and development	$	27,929	$	—
Commercial real estate — mortgage		6,362		413
Commercial and industrial		67		—
Residential real estate
Residential mortgage		17,446		—
Home equity and junior liens		1,201		—
Total residential real estate		18,647		—
Credit cards		—		19
Total nonperforming loans	$	53,005	$	432

The following table presents loans individually evaluated for impairment by class of loans as of June 30, 2011 and December 31, 2010 (in thousands):

	As of June 30, 2011
	Unpaid				Allowance for
	Principal		Recorded		Loan Losses
	Balance		Investment		Allocated
With no related allowance recorded:
Construction and development	$	20,199	$	13,680	$	—
Commercial real estate — mortgage		5,915		3,968		—
Commercial and industrial		88		8		—
Residential real estate
Residential mortgage		13,000		8,222		—
Home equity and junior liens		417		246		—
Total residential real estate		13,417		8,468		—
Consumer and other		38		38		—
Total with no related allowance recorded	$	39,657	$	26,162	$	—
With an allowance recorded:
Construction and development	$	18,852	$	18,590	$	1,567
Commercial real estate — mortgage		21,133		21,082		1,003
Residential real estate
Residential mortgage		12,063		12,050		434
Home equity and junior liens		1,251		1,251		92
Total residential real estate		13,314		13,301		526
Total with an allowance recorded	$	53,299	$	52,973	$	3,096
Total impaired loans	$	92,956	$	79,135	$	3,096

	As of December 31, 2010
	Unpaid				Allowance for
	Principal		Recorded		Loan Losses
	Balance		Investment		Allocated
With no related allowance recorded:
Construction and development	$	18,005	$	13,216	$	—
Commercial real estate — mortgage		5,559		4,834		—
Residential real estate
Residential mortgage		4,358		4,336		—
Home equity and junior liens		468		468		—
Total residential real estate		4,826		4,804		—
Total with no related allowance recorded	$	28,390	$	22,854	$	—
With an allowance recorded:
Construction and development	$	28,505	$	28,301	$	1,647
Commercial real estate — mortgage		16,743		16,695		617
Commercial and industrial		113		113		1
Residential real estate
Residential mortgage		22,349		22,298		2,335
Home equity and junior liens		388		388		17
Multi-family		1,692		1,692		92
Total residential real estate		24,429		24,378		2,444
Consumer and other		15		15		1
Total with an allowance recorded	$	69,805	$	69,502	$	4,710
Total impaired loans	$	98,195	$	92,356	$	4,710

The following table presents by class, information related to the average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2011 (in thousands):

	Six Months Ended June 30, 2011				Three Months Ended June 30, 2011
	Average Recorded		Interest Income		Average Recorded		Interest Income
	Investment		Recognized		Investment		Recognized
With no related allowance recorded:
Construction and development	$	12,901	$	17	$	12,744	$	8
Commercial real estate — mortgage		4,749		15		4,707		7
Commercial and industrial		3		1		4		1
Residential real estate
Residential mortgage		6,813		6		8,052		3
Home equity and junior liens		659		—		754		—
Total residential real estate		7,472		6		8,806		3
Consumer and other		13		1		19		1
Total with no related allowance recorded	$	25,138	$	40	$	26,280	$	20
With an allowance recorded:
Construction and development	$	24,942	$	196	$	23,263	$	99
Commercial real estate — mortgage		18,039		270		18,712		135
Commercial and industrial		75		—		57		—
Residential real estate
Residential mortgage		17,278		269		14,768		178
Home equity and junior liens		987		23		1,286		11
Multi-family		1,128		—		846		—
Total residential real estate		19,393		292		16,900		189
Consumer and other		10		—		7		—
Total with an allowance recorded	$	62,459	$	758	$	58,939	$	423
Total impaired loans	$	87,597	$	798	$	85,219	$	443

For the three and six months ended June 30, 2011, the amount of interest income recognized by the Company within the period that the loans were impaired was primarily related to loans modified in a troubled debt restructuring that remained on accrual status. For the three and six months ended June 30, 2011, the amount of interest income recognized using a cash-basis method of accounting during the period that the loans were impaired was not material.

Troubled Debt Restructurings:

Impaired loans also include loans that the Bank may elect to formally restructure due to the weakening credit status of a borrower such that the restructuring may facilitate a repayment plan that minimizes the potential losses, if any, that the Bank may have to otherwise incur. These loans are classified as impaired loans and, if on nonaccruing status as of the date of the restructuring, the loans are included in the nonperforming loan balances noted above. Not included in nonperforming loans are loans that have been restructured that were performing as of the restructure date.

The Company had allocated approximately $2,380,000 and $3,700,000 of specific reserves to customers whose loan terms have been modified in TDRs as of June 30, 2011 and December 31, 2010, respectively. The decrease in specific reserves allocated to TDRs during the first six months of 2011 of approximately $1,320,000 was primarily attributable to partial chargeoffs of collateral dependent loans that are also TDRs. The Company had approximately $75,688,000 outstanding to customers whose loans were classified as TDRs at June 30, 2011 as compared to approximately $82,443,000 at December 31, 2010. Currently, the Company has committed to lend additional amounts totaling approximately $1,154,000 related to loans classified as TDRs. At June 30, 2011 and December 31, 2010, there were approximately $35,685,000 and $35,752,000, respectively, of accruing restructured loans that remain in a performing status; however, these loans are included in impaired loan totals.

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Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (USD $)	Total	Comprehensive Income (Loss)	Common Stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive Income/(Loss)
Balance at Dec. 31, 2009	$ 47,369,155	$ 0	$ 2,631,611	$ 42,125,828	$ 2,328,702	$ 283,014
Share-based compensation	32,110			32,110
Comprehensive income (loss):
Net income (loss)	471,400	471,400			471,400
Other comprehensive income:
Change in unrealized gains (losses) on securities available-for-sale	158,237	158,237				158,237
Total comprehensive income (loss)		629,637
Balance at Jun. 30, 2010	48,030,902	0	2,631,611	42,157,938	2,800,102	441,251
Balance at Dec. 31, 2010	35,674,170	0	2,631,611	42,229,713	(8,122,476)	(1,064,678)
Share-based compensation	51,300			51,300
Comprehensive income (loss):
Net income (loss)	(25,233,636)	(25,233,636)			(25,233,636)
Other comprehensive income:
Change in unrealized gains (losses) on securities available-for-sale	1,006,105	1,006,105				1,006,105
Total comprehensive income (loss)		(24,227,531)
Balance at Jun. 30, 2011	$ 11,497,939	$ 0	$ 2,631,611	$ 42,281,013	$ (33,356,112)	$ (58,573)

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Basis of Presentation and Accounting Policies

6 Months Ended

Jun. 30, 2011

Basis of Presentation and Accounting Policies [Abstract]

Basis of Presentation and Accounting Policies

Note 1. Basis of Presentation and Accounting Policies

The unaudited consolidated financial statements in this report have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions of Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements include the accounts of Mountain National Bancshares, Inc., a Tennessee corporation (the “Company”), and its subsidiaries. The Company’s principal subsidiary is Mountain National Bank, a national association (the “Bank”). All material intercompany accounts and transactions have been eliminated in consolidation.

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are now such matters that will have a material effect on the financial statements.

Certain information and note disclosures normally included in the Company’s annual audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from the unaudited financial statements in this report. Consequently, the quarterly financial statements should be read in conjunction with the notes included herein and the notes to the audited financial statements presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The unaudited quarterly financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results of operations for interim periods presented. All such adjustments were of a normal, recurring nature. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the complete fiscal year.

Reclassifications: Some items in prior year financial statements were reclassified to conform to current presentation.

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Consolidated Balance Sheets (USD $)	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Cash and due from banks	$ 27,037,257	$ 30,039,647
Federal funds sold	7,237,291	2,536,173
Total cash and cash equivalents	34,274,548	32,575,820
Securities available for sale	87,450,781	86,316,591
Securities held to maturity, fair value $1,441,590 at June 30, 2011 and $1,303,080 at December 31, 2010	1,348,823	1,317,951
Restricted investments, at cost	3,846,950	3,843,150
Loans, net of allowance for loan losses of $14,189,651 at June 30, 2011 and $10,942,414 at December 31, 2010	330,433,752	363,413,050
Investment in partnership	4,344,720	4,303,600
Premises and equipment	31,973,618	32,600,673
Accrued interest receivable	1,383,074	1,495,869
Cash surrender value of company owned life insurance	11,971,699	11,774,605
Other real estate owned	9,870,404	13,140,698
Other assets	4,500,872	6,424,504
Total assets	521,399,241	557,206,511
Deposits:
Noninterest-bearing demand deposits	50,657,932	47,638,792
NOW accounts	53,608,086	57,344,798
Money market accounts	49,966,061	49,701,122
Savings accounts	23,230,999	23,733,795
Time deposits	260,433,414	271,172,901
Total deposits	437,896,492	449,591,408
Securities sold under agreements to repurchase	1,150,244	432,016
Accrued interest payable	737,968	719,133
Subordinated debentures	13,403,000	13,403,000
Federal Home Loan Bank advances	55,200,000	55,200,000
Other liabilities	1,513,598	2,186,784
Total liabilities	509,901,302	521,532,341
Commitments and contingencies
Shareholders' equity
Preferred stock, no par value; 1,000,000 shares authorized; 0 shares issued and outstanding	0	0
Common stock, $1.00 par value; 10,000,000 shares authorized; 2,631,611 issued and outstanding	2,631,611	2,631,611
Additional paid-in capital	42,281,013	42,229,713
Retained earnings (deficit)	(33,356,112)	(8,122,476)
Accumulated other comprehensive income (loss)	(58,573)	(1,064,678)
Total shareholders' equity	11,497,939	35,674,170
Total liabilities and shareholders' equity	$ 521,399,241	$ 557,206,511