UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2009

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

Commission file number 000-53181

SOLERA NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware		02-0774841
(State or other jurisdiction		(IRS Employer Identification No.)
of incorporation or organization)

319 S. Sheridan Blvd.

Lakewood, CO 80226

303-209-8600

(Address and telephone number of principal executive offices and principal place of business)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer ¨		Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: As of November 10, 2009, 2,553,671 shares of the registrant’s common stock, $0.01 par value, were issued and outstanding.

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FORM 10-Q

SOLERA NATIONAL BANCORP, INC.

INDEX

	PAGE
INTRODUCTORY NOTE	3

PART I — FINANCIAL INFORMATION	5

ITEM 1. FINANCIAL STATEMENTS (Unaudited)	5

Balance Sheets as of September 30, 2009 and December 31, 2008	5

Statements of Operations for the Three and Nine Months Ended September 30, 2009 and 2008	6

Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2009 and 2008	7

Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008	8

UNAUDITED CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35

ITEM 4(T). CONTROLS AND PROCEDURES	35

PART II — OTHER INFORMATION	37

ITEM 1. LEGAL PROCEEDINGS	37

ITEM 1A. RISK FACTORS	37

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	37

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	37

ITEM 5. OTHER INFORMATION	37

ITEM 6. EXHIBITS	37

SIGNATURES	38

EXHIBIT INDEX	39

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INTRODUCTORY NOTE

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Solera National Bancorp, Inc. (the “Company”) and our subsidiary, Solera National Bank (the “Bank,” collectively with the Company, sometimes referred to as “we,” “us” and “our”) that are subject to risks and uncertainties. Forward-looking statements include information concerning future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “may increase,” “may fluctuate” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” and “could” are generally forward-looking in nature and not historical facts. Actual results may differ materially from those projected, implied, anticipated or expected in the forward-looking statements. Readers of this quarterly report should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this report. The statements are representative only as of the date they are made, and Solera National Bancorp, Inc. undertakes no obligation to update any forward-looking statement.

These forward-looking statements, implicitly and explicitly, include the assumptions underlying the statements and other information with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates, financial condition, results of operations, future performance and business, including management’s expectations and estimates with respect to revenues, expenses, return on equity, return on assets, efficiency ratio, asset quality and other financial data and capital and performance ratios.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, these statements involve risks and uncertainties that are subject to change based on various important factors, some of which are beyond the control of the Company. The following factors, among others, could cause the Company’s results or financial performance to differ materially from its goals, plans, objectives, intentions, expectations and other forward-looking statements:

· the Company has a very limited operating history upon which to base an estimate of its future financial performance;

· the Company expects to incur losses during its initial years of operations;

· Solera National Bank’s failure to implement its business strategies may adversely affect the Company’s financial performance;

· the departures of key personnel or directors may impair Solera National Bank’s operations;

· Solera National Bank’s legal lending limits may impair its ability to attract borrowers;

· an economic downturn, especially one affecting Solera National Bank’s primary service areas, may have an adverse effect on its financial performance;

· the Company could be negatively affected by changes in interest rates;

· the Company is subject to extensive government regulatory oversight, which could restrain our growth and profitability;

· the Company may not be able to raise additional capital on terms favorable to it;

· the liquidity of the Company common stock will be affected by its limited trading market;

· monetary policy and other economic factors could adversely affect the Company’s profitability;

· the Company’s certificate of incorporation and bylaws, and the employment agreements of our Executive Officers, contain provisions that could make a takeover more difficult;

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· management of Solera National Bank may be unable to adequately measure and limit credit risk associated with Solera National Bank’s loan portfolio, which would affect the Company’s profitability;

· the Federal Deposit Insurance Corporation, (“FDIC”), may further increase deposit insurance premiums to rebuild and maintain the federal deposit insurance fund, which could have a material impact on earnings;

· the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally, and internationally, together with such competitors offering banking products and services by mail, telephone, computer, and the Internet; and

· management’s ability to manage these and other risks.

For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in Item 1A of the Company’s 2008 Annual Report filed on Form 10-K with the Securities and Exchange Commission (SEC), which is available on the SEC’s website at www.sec.gov. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update this Quarterly Report on Form 10-Q to reflect events or circumstances after the date hereof. New factors emerge from time to time, and it is not possible for us to predict which factors, if any, will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Solera National Bancorp, Inc.

Balance Sheets as of September 30, 2009 and December 31, 2008

(Unaudited)

	September 30,			December 31,
	2009			2008
ASSETS
Cash and due from banks	$	1,087,294		$	1,436,241
Federal funds sold	4,975,000			965,000
Total cash and cash equivalents	6,062,294			2,401,241

Interest-bearing deposits with banks	2,241,000			—
Investment securities, available-for-sale	73,026,028			41,557,461

Gross loans	48,489,773			21,412,957
Net deferred (fees)/expenses	(134,779		)	(56,747		)
Allowance for loan losses	(700,000		)	(268,000		)
Net loans	47,654,994			21,088,210

Federal Home Loan Bank (FHLB) and Federal Reserve Bank stocks	1,091,900			1,079,550
Premises and equipment, net	909,169			1,011,579
Interest receivable	676,439			382,761
Other assets	751,719			222,038
Total assets	$	132,413,543		$	67,742,840

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-bearing demand	$	4,346,384		$	3,910,236
Interest-bearing demand	11,536,928			2,603,923
Savings and money market	42,322,693			6,873,260
Time deposits	44,695,833			24,274,807
Total deposits	102,901,838			37,662,226

Federal funds purchased and securities sold under agreements to repurchase	25,867			398,162
Accrued interest payable	139,451			80,274
Accounts payable and other liabilities	1,893,968			393,498
Federal Home Loan Bank advances	7,750,000			10,000,000
Deferred rent liability	79,710			60,505
Capital lease liability	127,809			156,388
Total liabilities	$	112,918,643		$	48,751,053

COMMITMENTS AND CONTINGENCIES (see Note 11)

STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value; 5,000,000 shares authorized; 2,553,671 shares issued and outstanding at September 30, 2009 and December 31, 2008	$	25,536		$	25,536
Additional paid-in capital	25,713,598			25,558,098
Accumulated deficit	(8,007,051		)	(6,739,883		)
Accumulated other comprehensive income	1,762,817			148,036
Total stockholders’ equity	$	19,494,900		$	18,991,787

Total liabilities and stockholders’ equity	$	132,413,543		$	67,742,840

See Notes to Financial Statements.

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Solera National Bancorp, Inc.

Statements of Operations for the Three and Nine Months Ended September 30, 2009 and 2008

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2009			2008			2009			2008
Interest income:
Interest and fees on loans	$	597,990		$	190,454		$	1,380,404		$	419,056
Interest on federal funds sold	1,807			28,068			2,902			81,134
Interest on investment securities	752,236			404,781			2,000,589			957,593
Other interest income	712			9,854			725			23,311
Dividends on FHLB and Federal Reserve Bank stocks	10,909			13,016			30,703			31,292
Total interest income	1,363,654			646,173			3,415,323			1,512,386
Interest expense:
Deposits	517,387			101,798			1,179,805			288,601
Federal Home Loan Bank advances	77,874			93,990			256,249			136,336
Federal funds purchased and securities sold under agreements to repurchase	2,273			28			9,796			109
Other borrowings	3,129			3,993			10,053			12,587
Total interest expense	600,663			199,809			1,455,903			437,633

Net interest income	762,991			446,364			1,959,420			1,074,753

Provision for loan losses	180,000			45,500			432,000			132,604
Net interest income after provision for loan losses	582,991			400,864			1,527,420			942,149

Noninterest income:
Service charges and fees	80,007			20,591			219,949			37,846
Sublease income	—			7,350			4,324			16,050
Gain on sale of securities	97,485			—			204,509			45,264
Total noninterest income	177,492			27,941			428,782			99,160
Noninterest expense:
Salaries and employee benefits	591,183			561,153			1,888,634			1,546,273
Occupancy	141,624			113,121			416,793			344,003
Reversal of loss on abandoned lease (Note 13)	—			(132,843		)	—			(132,843		)
Professional fees	53,339			21,857			237,365			167,403
Other general and administrative	235,833			211,096			680,578			567,584
Total noninterest expense	1,021,979			774,384			3,223,370			2,492,420

Income taxes	—			—			—			—

Net loss	$	(261,496	)	$	(345,579	)	$	(1,267,168	)	$	(1,451,111	)

Basic earnings (loss) per share	$	(0.10	)	$	(0.14	)	$	(0.50	)	$	(0.57	)

Diluted earnings (loss) per share	$	(0.10	)	$	(0.14	)	$	(0.50	)	$	(0.57	)

Weighted-average common shares
Basic	2,553,671			2,553,671			2,553,671			2,553,671
Diluted	2,553,671			2,553,671			2,553,671			2,553,671

See Notes to Financial Statements.

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Solera National Bancorp, Inc.

Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2009 and 2008

(Unaudited)

	Shares Outstanding	Common Stock		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2007	2,553,671	$	25,536	$	25,347,342	$	(4,525,955	)	$	2,412		$	20,849,335
Stock-based compensation	—	—		187,732		—			—			187,732
Comprehensive income (loss):
Net (loss)	—	—		—		(1,451,111		)	—			(1,451,111		)
Net change in unrealized gains on investment securities available-for-sale	—	—		—		—			(68,238		)	(68,238		)
Less: reclassification adjustment for net gains included in income	—	—		—		—			(45,264		)	(45,264		)
Total comprehensive income (loss)	—	—		—		—			—			(1,564,613		)
Balance at September 30, 2008	2,553,671	$	25,536	$	25,535,074	$	(5,977,066	)	$	(111,090	)	$	19,472,454

Balance at December 31, 2008	2,553,671	$	25,536	$	25,558,098	$	(6,739,883	)	$	148,036		$	18,991,787
Stock-based compensation	—	—		155,500		—			—			155,500
Comprehensive income (loss):
Net (loss)	—	—		—		(1,267,168		)	—			(1,267,168		)
Net change in unrealized gains on investment securities available-for-sale	—	—		—		—			1,819,290			1,819,290
Less: reclassification adjustment for net gains included in income	—	—		—		—			(204,509		)	(204,509		)
Total comprehensive income (loss)												347,613
Balance at September 30, 2009	2,553,671	$	25,536	$	25,713,598	$	(8,007,051	)	$	1,762,817		$	19,494,900

See Notes to Financial Statements.

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Solera National Bancorp, Inc.

Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008

(Unaudited)

	For the Nine Months Ended September 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(1,267,168	)	$	(1,451,111	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation and amortization	126,993			81,862
Provision for loan losses	432,000			132,604
Net amortization of deferred loan fees/expenses	(47,736		)	(2,826		)
Discount accretion on interest-bearing deposits with banks	—			(13,374		)
Net amortization of premiums on investment securities	45,903			36,207
Gain on sale of investment securities	(204,509		)	(45,264		)
Federal Home Loan Bank stock dividend	(10,200		)	(8,100		)
Recognition of stock-based compensation on stock options	155,500			187,732
Reversal of loss on abandoned lease	—			(132,843		)
Changes in operating assets and liabilities:
Interest receivable	(293,678		)	(129,295		)
Other assets	(16,280		)	87,223
Accrued interest payable	59,177			30,164
Accounts payable and other liabilities	(46,134		)	10,614
Deferred loan fees/expenses, net	125,768			41,166
Deferred rent liability	19,205			22,878
Net cash used in operating activities	$	(921,159	)	$	(1,152,363	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities, available-for-sale	$	(56,583,279	)	$	(28,370,083	)
Proceeds from sales of investment securities, available-for-sale	18,117,764			4,849,038
Proceeds from maturities/calls/pay downs of investment securities, available-for-sale	9,790,375			5,408,239
Originated loans, net of pay downs	(27,076,816		)	(10,369,538		)
Purchase of premises and equipment	(11,420		)	(48,403		)
Purchase of Bank stocks	(2,150		)	(500,000		)
Proceeds from redemption of Federal Reserve Bank stock	—			32,350
Proceeds from maturity of interest-bearing deposits with banks	—			2,185,000
Purchase of interest-bearing deposits with banks	(2,241,000		)	(3,458,626		)
Net cash used in investing activities	$	(58,006,526	)	$	(30,272,023	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits	$	65,239,612		$	19,965,115
Net decrease in federal funds purchased and securities sold under agreements to repurchase	(372,295		)	—
Principal payments on capital lease	(28,579		)	(26,047		)
Proceeds from FHLB advances	—			10,000,000
Repayment of FHLB advances	(2,250,000		)	—
Proceeds from subscriptions receivable	—			1,600,000
Net cash provided by financing activities	$	62,588,738		$	31,539,068

Net increase in cash and cash equivalents	$	3,661,053		$	114,682

CASH AND CASH EQUIVALENTS
Beginning of period	2,401,241			5,306,126
End of period	$	6,062,294		$	5,420,808

See Notes to Financial Statements.

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Solera National Bancorp, Inc.

Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008, (continued)

(Unaudited)

	For the Nine Months Ended September 30,
	2009		2008

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	1,396,726	$	407,470
Non-cash investing transactions:
Unrealized gain (loss) on investment securities available-for-sale	$	1,614,781	$	(113,502	)

See Notes to Financial Statements.

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SOLERA NATIONAL BANCORP, INC.

UNAUDITED CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF ORGANIZATION

Solera National Bancorp, Inc. (the “Company”), is a Delaware corporation that was incorporated in 2006 to organize and serve as the holding company for Solera National Bank (the “Bank”), a national bank that opened for business on September 10, 2007. Solera National Bank is a full-service community, commercial bank headquartered in Lakewood, Colorado serving the Denver metropolitan area.

NOTE 2 — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of September 30, 2009, and the results of its operations for the three and nine months ended September 30, 2009 and 2008. Cash flows are presented for the nine months ended September 30, 2009 and 2008. Certain reclassifications have been made to the consolidated financial statements and related notes of prior periods to conform to the current presentation. These reclassifications had no impact on stockholders’ equity or net loss for the periods. Additionally, certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission. The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. However, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2008.

The Company received preliminary conditional approval as a bank in organization in the first quarter of 2007, conducted an initial closing of its common stock offering and commenced banking operations during the third quarter of 2007. The attainment of profitable operations are dependent on future events, including the successful execution of the Company’s business plan and achieving a level of revenue adequate to support the Company’s cost structure.

Critical Accounting Policies

Income taxes: Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment.

Securities available-for-sale: Securities available-for-sale are reported at fair value utilizing Level 2 inputs (see Note 12). For these securities, the Company obtains fair value measurements from independent pricing services. 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 bonds’ terms and conditions, among other things. Unrealized gains and losses are reported as a separate component of accumulated other comprehensive income.

Securities are also evaluated for impairment utilizing criteria such as the magnitude and duration of the decline, current market conditions, payment history, the credit worthiness of the obligator, the intent of the Company to retain the security or whether it is more-likely-than-not that the Company will be required to sell the security before recovery of the value, as well as other qualitative factors. If a decline in value below amortized cost is determined to be other-than-temporary, which does not necessarily indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not favorable, the security is reviewed in more detail in order to

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determine the portion of the impairment that relates to credit (resulting in a charge to earnings) versus the portion of the impairment that is noncredit related (resulting in a charge to accumulated other comprehensive income). A credit loss is determined by comparing the present value of cash flows expected to be collected, computed using the original yield as the discount rate, to the amortized cost basis.

Stock-based compensation: The Company grants stock options as incentive compensation to employees and directors. Stock-based compensation is expensed to Salaries and Employee Benefits over the service period in which it is earned. The cost of employee/director services received in exchange for an award of equity instruments is based on the grant-date fair value of the award, which is determined using a Black-Scholes-Merton model.

Provision for loan losses: The allowance for loan losses represents the Company’s recognition of the risks of extending credit and its evaluation of the loan portfolio. The allowance for loan losses is maintained at a level considered adequate to provide for probable loan losses based on management’s assessment of various factors affecting the loan portfolio, including a review of problem loans, business conditions, historical loss experience, evaluation of the quality of the underlying collateral, and holding and disposal costs. The allowance for loan losses is increased by provisions charged to expense and reduced by loans charged off, net of recoveries. Loan losses are charged against the allowance for loan losses when management believes the loan balance is uncollectible.

The Company has established a formal process for determining an adequate allowance for loan losses. The allowance for loan losses calculation has two components. The first component represents the allowance for loan losses for impaired loans; that is loans where the Company believes collection of the contractual principal and interest payments is not probable. To determine this component of the calculation, collateral-dependent impaired loans are evaluated using internal analyses as well as third-party information, such as appraisals. If an impaired loan is unsecured, it is evaluated using a discounted cash flow of the payments expected over the life of the loan using the loan’s effective interest rate and giving consideration to currently existing factors that would impact the amount or timing of the cash flows. The second component of the allowance for loan losses represents contingent losses — the estimated probable losses inherent within the portfolio due to uncertainties. Factors considered by management to estimate inherent losses include, but are not limited to, 1) historical and current trends in down-graded loans; 2) the level of the allowance in relation to total loans; 3) the level of the allowance in relation to the Bank’s peer group; 4) the levels and trends in non-performing and past due loans; and 5) management’s assessment of economic conditions. The recorded allowance for loan losses is the aggregate of the impaired loans component and the contingent loss component.

Recently Issued Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (FASB) amended existing guidance for determining whether impairment is other-than-temporary (OTTI) for debt securities. According to the amendment, an entity is required to assess whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in earnings. For securities that do not meet the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income. Additionally, the standard expands and increases the frequency of existing disclosures about other-than-temporary impairments for debt and equity securities. This standard is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this standard at June 30, 2009 did not have a material impact on the results of operations or financial position.

In April 2009, ASC 820-10, Fair Value Measurements and Disclosures, was issued. This standard emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants. The standard provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. The standard also requires increased disclosures. This standard is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied

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prospectively. The adoption of this standard at June 30, 2009 did not have a material impact on the results of operations or financial position.

In April 2009, the FASB amended existing guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies that were previously only required in annual financial statements. This standard is effective for interim reporting periods ending after June 15, 2009. The adoption of this standard at June 30, 2009 did not have a material impact on the results of operations or financial position as it only required additional disclosures which are included in Note 12.

During the second quarter 2009, the Company adopted the amended guidance for the accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This standard requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. See “Note 14 — Subsequent Events” for the related disclosure. The adoption of this standard did not have a material impact on our consolidated financial statements.

In June 2009, the FASB issued The FASB Accounting Standards CodificationTM (Codification). The Codification became the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all then-existing non-SEC accounting and reporting standards. All other nongrandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. The FASB no longer issues new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it issues Accounting Standards Updates. This standard is effective for interim and annual periods ending after September 15, 2009. The Codification did not change GAAP, and, therefore, the adoption of this standard at September 30, 2009 did not have a material impact on the Company’s financial position or results of operations.

NOTE 3 — INVESTMENTS

The amortized costs and estimated fair values of investment securities as of September 30, 2009 and December 31, 2008 are as follows:

	September 30, 2009
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value
Securities available-for-sale:
U.S. government agencies	$	6,177,281	$	50,733	$	—		$	6,228,014
Corporate	8,726,343		207,566		(285		)	8,933,624
State and municipal	22,156,347		849,504		(78,364		)	22,927,487
Residential mortgage-backed securities	34,203,240		748,405		(14,742		)	34,936,903
Total securities available-for-sale	$	71,263,211	$	1,856,208	$	(93,391	)	$	73,026,028

	December 31, 2008
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		Losses			Fair Value
Securities available-for-sale:
U.S. government agencies	$	5,700,100	$	46,500	$	(866	)	$	5,745,734
Corporate	1,516,323		3,475		(16,236		)	1,503,562
State and municipal	3,043,274		2,109		(115,545		)	2,929,838
Residential mortgage-backed securities	31,149,728		345,360		(116,761		)	31,378,327
Total securities available-for-sale	$	41,409,425	$	397,444	$	(249,408	)	$	41,557,461

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The amortized cost and estimated fair value of debt securities by contractual maturity at September 30, 2009 and December 31, 2008 are shown below. Mortgage-backed securities are classified in accordance with their contractual lives. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepay penalties. Additionally, accelerated principal payments are routinely received on mortgage-backed securities making it common for them to mature prior to the contractual maturity date.

	Amortized Cost				Estimated Fair Value
	September 30,		December 31,		September 30,		December 31,
	2009		2008		2009		2008
Securities available-for-sale
Due within one year	$	1,532,663	$	1,516,323	$	1,570,896	$	1,503,562
Due after one year through five years	5,595,075		497,361		5,762,358		499,470
Due after five years through ten years	14,593,009		6,167,986		15,000,860		6,160,151
Due after ten years	49,542,464		33,227,755		50,691,914		33,394,278
Total securities available-for-sale	$	71,263,211	$	41,409,425	$	73,026,028	$	41,557,461

The following tables show the estimated fair value and gross unrealized losses, aggregated by investment category and length of time the individual securities have been in a continuous loss position as of September 30, 2009 and December 31, 2008.

	September 30, 2009
	Less than 12 months					12 months or more					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
Description of securities:
U.S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
Corporate	102,826		(285		)	—		—			102,826		(285		)
State and municipal	752,750		(22,226		)	576,548		(56,138		)	1,329,298		(78,364		)
Residential mortgage-backed securities	1,193,269		(12,756		)	247,808		(1,986		)	1,441,077		(14,742		)
Total temporarily impaired	$	2,048,845	$	(35,267	)	$	824,356	$	(58,124	)	$	2,873,201	$	(93,391	)

	December 31, 2008
	Less than 12 months					12 months or more					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
Description of securities:
U.S. government agencies	$	453,254	$	(866	)	$	—	$	—		$	453,254	$	(866	)
Corporate	1,010,852		(16,236		)	—		—			1,010,852		(16,236		)
State and municipal	2,430,368		(115,545		)	—		—			2,430,368		(115,545		)
Residential mortgage-backed securities	9,370,807		(102,508		)	373,988		(14,253		)	9,744,795		(116,761		)
Total temporarily impaired	$	13,265,281	$	(235,155	)	$	373,988	$	(14,253	)	$	13,639,269	$	(249,408	)

Management evaluates investment securities for other-than-temporary impairment taking into consideration the extent and length of time the fair value has been less than cost, the financial condition of the issuer, whether the Company has the intent to retain the security and whether it is more-likely-than-not that the Company will be required to sell the security before recovery of the value, as well as other qualitative factors. The four individual securities that have been in a continuous unrealized loss position for 12 months or longer at September 30, 2009, have fluctuated in value since their purchase dates as a result of changes in market interest rates and not as a result of the underlying issuer’s ability to repay. Management has reviewed the credit rating for all securities in a continuous unrealized loss position for 12 months or longer and determined that all securities are highly rated. Additionally, the Company has the intent to hold these securities and the Company does not anticipate that these securities will be required to be sold before recovery of value, which may be upon maturity. Accordingly, as of September 30, 2009, no declines in value are deemed to be other than temporary. Only one security was in a

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continuous unrealized loss position for 12 months or longer at December 31, 2008, and management’s evaluation of that security determined it was not other than temporarily impaired.

The Company recorded a net unrealized gain in the investment portfolio of $1.8 million at September 30, 2009. This was an improvement over the $148,000 unrealized gain at December 31, 2008.

The Company sold securities for gross realized gains of $212,000 and gross realized losses of $8,000 during the first nine months of 2009. The Company sold eleven securities for gross realized gains of $46,000 and one security for a loss of $1,000 during the first nine months of 2008. Realized gains and losses on sales are computed on a specific identification basis based on amortized cost on the date of sale.

Securities with carrying values of $17.5 million at September 30, 2009 and $15.4 million at December 31, 2008, were pledged as collateral to secure public deposits, borrowings from the FHLB, repurchase agreements and for other purposes as required or permitted by law.

NOTE 4 — INTEREST-BEARING DEPOSITS WITH BANKS

In an effort to manage the Bank’s liquidity with the goal of maximizing the interest earned, the Company invested approximately $2.2 million and $3.5 million in FDIC-insured certificates of deposit during the nine months ended September 30, 2009 and 2008, respectively. These deposits had a weighted-average yield of 0.69% during 2009, and 3.57% during 2008, and original maturities of 30 to 60 days.

NOTE 5 — LOANS

Loans consisted of the following:

		September 30, 2009			December 31, 2008
Real estate — commercial		$	23,827,621		$	7,478,806
Real estate — residential		7,392,338			5,043,352
Construction and land development		7,845,945			3,848,555
Commercial and industrial		8,382,631			4,083,633
Consumer		1,041,238			958,611
Gross loans		48,489,773			21,412,957
Less:	Deferred loan (fees) / expenses, net	(134,779		)	(56,747		)
	Allowance for loan losses	(700,000		)	(268,000		)
Loans, net		$	47,654,994		$	21,088,210

During the first nine months of 2009 and all of 2008, no loans were impaired, transferred to foreclosed properties or past due more than 90 days.

In the ordinary course of business, and only if consistent with permissible exceptions to Section 402 of the Sarbanes- Oxley Act of 2002, the Bank may make loans to directors, executive officers, principal stockholders (holders of more than five percent of the outstanding common shares) and the businesses with which they are associated. In the Company’s opinion, all loans and loan commitments to such parties are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons.

There were approximately $2.6 million in loans receivable from related parties at September 30, 2009 and December 31, 2008.

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NOTE 6 — ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses for the first nine months of 2009 and 2008 is summarized as follows:

	Nine-Month Period Ended September 30,
	2009		2008
Balance, beginning of period	$	268,000	$	47,396
Loans charged off	—		—
Recoveries on loans previously charged off	—		—
Provision for loan losses	432,000		132,604
Balance, end of period	$	700,000	$	180,000

NOTE 7 — DEPOSITS

Deposits are summarized as follows:

	September 30, 2009				December 31, 2008
	Amount		% of Total		Amount		% of Total
Noninterest-bearing demand	$	4,346,384	4	%	$	3,910,236	10	%
Interest-bearing demand	11,536,928		11		2,603,923		7
Money market accounts	3,112,038		3		6,488,427		17
Savings accounts	39,210,655		38		384,833		1
Certificates of deposit, less than $100,000	16,995,536		17		6,521,937		18
Certificates of deposit, greater than $100,000	27,700,297		27		17,752,870		47
Total deposits	$	102,901,838	100	%	$	37,662,226	100	%

In the ordinary course of business, certain officers, directors, stockholders, and employees of the Bank have deposits with the Bank. In the Bank’s opinion, all deposit relationships with such parties are made on substantially the same terms including interest rates and maturities, as those prevailing at the time for comparable transactions with other persons. The balance of related party deposits at September 30, 2009 and December 31, 2008 was approximately $1.4 million and $2.7 million, respectively.

NOTE 8 — STOCK-BASED COMPENSATION

The Company’s 2007 Stock Incentive Plan (the “Plan”) was approved by the Company’s Board of Directors (the “Board”) with an effective date of September 10, 2007 and was approved by the Company’s stockholders at the annual meeting held on June 17, 2008. Under the terms of the Plan, officers and key employees may be granted both nonqualified and incentive stock options and directors and other consultants, who are not also officers or employees, may only be granted nonqualified stock options. The Board reserved 510,734 shares of common stock for issuance under the Plan. The Plan provides for options to purchase shares of common stock at a price not less than 100% of the fair market value of the stock on the date of grant. Stock options expire no later than ten years from the date of the grant and generally vest over four years. The Plan provides for accelerated vesting if there is a change of control, as defined in the Plan. The Company recognized stock-based compensation cost of approximately $156,000 and $188,000 during the nine months ended September 30, 2009 and 2008, respectively. No tax benefit related to stock-based compensation will be recognized until the Company is profitable.

The Company accounts for its stock-based compensation under the provisions of ASC 718-20 — Stock Compensation — Awards Classified as Equity. The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The Company granted 42,000 options during the third quarter 2009 as incentive compensation primarily to the President & CEO and also to newly hired employees. Similarly, the Company granted 10,000 options to newly hired employees during the third quarter of 2008.

During the nine months ended September 30, 2009, 62,375 options were forfeited and 50,444 vested options expired unexercised. No options were exercised during the three or nine months ended September 30, 2009. The Company

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recognized expense for approximately 16,000 options, representing a pro-rata amount of the options earned during the third quarter 2009 that are expected to vest. As of September 30, 2009, there was approximately $348,000 of total unrecognized compensation cost related to the outstanding stock options that will be recognized over a weighted-average period of 2.3 years.

The following is a summary of the Company’s outstanding stock options at September 30, 2009:

	Options		Weighted- Average Grant Date Fair Value
Outstanding at January 1, 2009	360,255		$	2.71
Granted	62,250		1.50
Exercised	—		—
Forfeited	(62,375	)	2.70
Expired	(50,444	)	2.74
Outstanding at September 30, 2009	309,686		$	2.46

NOTE 9 — NONINTEREST EXPENSE

The following table details the items comprising other general and administrative expenses:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Data processing	$	70,234	$	62,188	$	200,385	$	160,840
FDIC assessment	45,112		4,782		125,067		10,737
Marketing and promotions	34,370		74,647		89,951		200,544
Printing, stationery and supplies	10,852		8,304		42,387		41,202
Regulatory and reporting fees	21,433		15,427		63,392		38,777
Travel and entertainment	16,090		7,331		32,784		20,013
Telephone/communication	10,166		7,843		30,386		21,130
Dues and memberships	6,911		4,138		23,118		12,149
Insurance	4,735		4,230		14,316		13,348
Postage and shipping	4,953		4,541		16,179		9,112
Training and education	1,008		4,246		8,418		9,489
Miscellaneous	9,969		13,419		34,195		30,243
Total	$	235,833	$	211,096	$	680,578	$	567,584

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NOTE 10 — INCOME TAXES

Deferred taxes are a result of differences between income tax accounting and generally accepted accounting principles with respect to income and expense recognition. The following is a summary of the components of the net deferred tax asset account recognized in the accompanying consolidated statements of financial condition:

	September 30, 2009			December 31, 2008
Deferred tax assets:
Start-up and organizational expenses	$	1,141,661		$	1,207,526
Net operating loss carryforward	1,418,186			1,096,123
Allowance for loan losses	236,163			76,082
Non-qualified stock options	25,262			16,045
Other	60,704			40,651
Total deferred tax assets	2,881,976			2,436,427
Deferred tax liabilities:
Net unrealized gain on securities available-for-sale	(653,226		)	(54,856		)
Federal Home Loan Bank stock dividend	(8,041		)	(4,261		)
Tax over book depreciation	(25,251		)	(23,814		)
Total deferred tax liabilities	(686,518		)	(82,931		)

Net deferred tax assets	2,195,458			2,353,496

Valuation allowance	(2,195,458		)	(2,353,496		)

Net deferred taxes	$	—		$	—

The Company has provided a 100% valuation allowance for its net deferred tax asset due to uncertainty of realization during the carryforward period. As of September 30, 2009, the Company has net operating loss carryforwards of approximately $3.8 million for federal income tax purposes. Federal net operating loss carryforwards, to the extent not used, will expire beginning in 2027.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 35% to pretax income from continuing operations for the three and nine months ended September 30, 2009 and 2008 due to the following:

	September 30, 2009						September 30, 2008
	Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended
Computed “expected” tax benefit	$	(91,524	)	$	(443,509	)	$	(120,953	)	$	(507,889	)
Change in income taxes resulting from:
Change in valuation allowance	86,907			440,332			107,350			476,174
Other	4,617			3,177			13,603			31,715
Income tax provision	$	—		$	—		$	—		$	—

NOTE 11 — COMMITMENTS AND CONTINGENCIES

The Company is a party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

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At September 30, 2009 and December 31, 2008, the following financial instruments were outstanding whose contract amounts represent credit risk:

	September 30, 2009		December 31, 2008
Financial instruments whose contractual amounts represent credit risk:
Commitments to extend credit	$	5,401,768	$	6,715,658
Letters of credit	—		—
Total commitments	$	5,401,768	$	6,715,658

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the commitments do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained is based on management’s credit evaluation. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment and income producing commercial properties.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

NOTE 12 — 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 most advantageous market for the asset or liability in an orderly transaction between market participants. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1 — inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — inputs are other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 — valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The Company carries its available-for-sale securities at fair value. Fair value measurement is obtained from independent pricing services which utilize 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 bonds’ terms and conditions, among other things. As of September 30, 2009 and December 31, 2008, all of the Company’s available-for-sale securities were valued using Level 2 inputs.

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Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets at September 30, 2009
Investment securities, available-for-sale	$	—	$	73,026,028	$	—	$	73,026,028

Assets at December 31, 2008
Investment securities, available-for-sale	$	—	$	41,557,461	$	—	$	41,557,461

There were no assets or liabilities measured at fair value on a non-recurring basis as of September 30, 2009 or December 31, 2008.

Fair Value of Financial Instruments

Disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value is required. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. Because no market value exists for a significant portion of the 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.

Fair value information is not required to be disclosed for certain financial instruments and all nonfinancial instruments. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. Fair value estimates are based on financial instruments both on and off the balance sheet without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Additionally, tax consequences related to the realization of the unrealized gains and losses can have a potential effect on fair value estimates and have not been considered in many of the estimates.

The following methods and assumptions were used to estimate the fair value of significant financial instruments:

Cash and cash equivalents: The carrying amounts of cash and due from banks and federal funds sold approximate their fair values.

Interest-bearing deposits with banks: The carrying amount of interest-bearing deposits with banks approximates fair values as of September 30, 2009 due to the relatively stable level of short-term interest rates.

Investment securities: Fair value measurement is obtained from independent pricing services which utilize 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 bonds’ terms and conditions, among other things.

Loans, net: The fair value of fixed rate loans is estimated by discounting the future cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are estimated to be equivalent to carrying values. Variable rate loans that are currently priced at their contractual floor or ceiling, and thus similar to fixed rate loans, are reviewed to determine the interest rate that would be currently offered on similar credits. If the current floor/ceiling rate is equivalent to current market rates, fair value is estimated to be equivalent to carrying

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value. If the current market rates differ from the loan’s current rate, the contractual cash flows are discounted using the current market rate to derive the loan’s estimated fair value.

Investment in FHLB and Federal Reserve Bank stocks: It is not practical to determine the fair value of bank stocks due to the restrictions placed on the transferability of FHLB stock and Federal Reserve Bank stock.

Interest receivable: The carrying value of interest receivable approximates fair value due to the short period of time between accrual and receipt of payment.

Deposits: The fair value of noninterest-bearing demand deposits, interest-bearing demand deposits and savings and money market accounts is determined to be the amount payable on demand at the reporting date. The fair value of fixed rate time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities. Carrying value is assumed to approximate fair value for all variable rate time deposits.

Federal funds purchased and securities sold under agreements to repurchase: The carrying amount of federal funds purchased and securities sold under agreements to repurchase approximates fair value due to the short-term nature of these agreements, which generally mature within one to four days from the transaction date.

Capital lease liability: Management did not fair value the capital lease liability as it is specifically excluded from the disclosure requirements.

Federal Home Loan Bank advances: Fair value of the Federal Home Loan Bank advances is estimated using a discounted cash flow model based on current market rates for similar types of borrowing arrangements including similar remaining maturities.

Interest payable: The carrying value of interest payable approximates fair value due to the short period of time between accrual and payment.

Loan commitments and letters of credit: The fair values of commitments are 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. The difference between the carrying value of commitments to fund loans or standby letters of credit and their fair values are not significant and, therefore, are not included in the following table.

The carrying amounts and estimated fair values of financial instruments are summarized as follows:

	September 30, 2009				December 31, 2008
	Carrying		Fair		Carrying		Fair
($ in thousands)	Value		Value		Value		Value
Financial Assets:
Cash and cash equivalents	$	6,062	$	6,062	$	2,401	$	2,401
Interest-bearing deposits with banks	2,241		2,241		—		—
Investment securities	73,026		73,026		41,557		41,557
Loans, net	47,655		48,430		21,088		21,127
FHLB and FRB stocks	1,092		1,092		1,080		1,080
Interest receivable	676		676		383		383

Financial Liabilities:
Deposits, demand, savings and money market	$	58,206	$	58,206	$	13,387	$	13,387
Time deposits	44,696		43,898		24,275		23,657
Federal funds purchased and securities sold under agreements to repurchase	26		26		398		398
Federal Home Loan Bank advances	7,750		7,452		10,000		9,469
Interest payable	139		139		80		80

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NOTE 13 — REVERSAL OF LOSS ON ABANDONMENT OF LEASE

On July 27, 2007, the Company recorded a loss of approximately $170,000 as a result of abandoning its corporate headquarters. On September 1, 2008, to accommodate the Bank’s growth, management decided to re-occupy the previously abandoned facility and utilize the office space for administrative purposes. In accordance with the accounting for costs associated with exit or disposal activities, approximately $133,000 of the originally recorded loss was reversed resulting in a credit to expense during the third quarter 2008. The Company intends to occupy the space for the remainder of the original lease agreement which expires on August 31, 2011. As such, the Company will recognize occupancy expense on a straight-line basis each period from now until the lease expiration.

NOTE 14 — SUBSEQUENT EVENTS

The Company has considered subsequent events through November 12, 2009, the date of issuance of this Report on Form 10-Q, and has determined that no additional disclosure is necessary.

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

The following discussion and analysis presents the Company’s consolidated financial condition as of September 30, 2009 and results of operations for the three and nine months ended September 30, 2009 and 2008. The discussion should be read in conjunction with the financial statements and the notes related thereto which appear elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a Delaware corporation that was incorporated on January 12, 2006 to organize and serve as the holding company for Solera National Bank, a national bank that opened for business on September 10, 2007. Solera National Bank is a full-service community, commercial bank headquartered in Lakewood, Colorado serving the Denver metropolitan area. Our main banking office is located at 319 S. Sheridan Blvd., Lakewood, Colorado 80226. Our telephone number is (303) 209-8600.

We offer a broad range of commercial and consumer banking services to small and medium-sized businesses, licensed professionals and individuals who are particularly responsive to the personalized service that Solera National Bank provides to its customers. We believe that local ownership and control allows the Bank to serve customers more efficiently and effectively. Solera National Bank competes on the basis of providing a unique and personalized banking experience combined with a full range of services, customized and tailored to fit the individual needs of its clients. Solera National Bank serves the entire market area and, in addition, has a special niche focus on the local Hispanic population due to the significant growth of this demographic.

Comparative Results of Operations for the Three Months Ended September 30, 2009 and 2008

The following discussion focuses on the Company’s financial condition and results of operations for the three months ended September 30, 2009 compared to the financial condition and results of operations for the three months ended September 30, 2008. The Company’s principal operations for each of these periods consisted of the operations of Solera National Bank, which opened for business September 10, 2007.

Net loss for the quarter ended September 30, 2009 was $261,000, or ($.10) per share, compared with a $346,000 loss, or ($.14) per share for the third quarter of 2008. The reduction in net loss for the third quarter 2009 is attributed to higher net interest income of $317,000 and higher noninterest income of $150,000, partially offset by higher noninterest expenses of $248,000 and a larger provision for loan losses of $135,000.

As of September 30, 2009, the Company had total assets of $132.4 million, an increase of $64.7 million, or 95%, from December 31, 2008. Investment securities, available-for-sale, increased $31.5 million from $41.6 million to $73.0 million, including a $1.6 million increase in unrealized gains. Net loans increased $26.6 million, or 126%, from $21.1 million at December 31, 2008 to $47.7 million at September 30, 2009. Similarly, the Company’s total deposits more than doubled growing $65.2 million from $37.7 million at December 31, 2008 to $102.9 million as of September 30, 2009. This growth was achieved as a result of our successful business development program.

The following table presents, for the periods indicated, average assets, liabilities and stockholders’ equity, as well as the net interest income from average interest-earning assets and the resultant annualized yields expressed in percentages.

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Table 1

	Three Months Ended September 30, 2009						Three Months Ended September 30, 2008
	Average Balance		Interest		Yield / Cost		Average Balance		Interest		Yield / Cost
Assets:
Interest-earning assets:
Gross loans, net of unearned fees	$	43,484,703	$	597,990	5.46	%	$	12,507,436	$	190,454	6.06	%
Investment securities**	58,202,976		752,236		5.13		31,031,230		404,781		5.19
FHLB and Federal Reserve Bank stocks	1,081,302		10,909		4.00		995,211		13,016		5.20
Federal funds sold	2,884,783		1,807		0.25		5,188,038		28,068		2.15
Interest-bearing deposits with banks	441,163		712		0.64		1,136,616		9,828		3.44
Other interest-earning assets	—		—		—		16,515		26		0.63
Total interest-earning assets	106,094,927		$	1,363,654	5.10	%	50,875,046		$	646,173	5.05	%
Noninterest-earning assets	3,169,553						2,189,976
Total assets	$	109,264,480					$	53,065,022

Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Money market and savings	$	25,440,757	$	171,968	2.68	%	$	10,295,399	$	53,633	2.07	%
Interest-bearing checking	6,302,026		40,578		2.55		5,858,041		3,943		0.27
Time deposits	45,092,278		304,841		2.68		5,825,567		44,222		3.02
Federal funds purchased and securities sold under agreements to repurchase	609,651		2,273		1.48		4,886		28		2.28
Federal Home Loan Bank advances	8,119,565		77,874		3.81		10,000,000		93,990		3.74
Other borrowings	134,042		3,129		9.26		171,032		3,993		9.29
Total interest-bearing liabilities	85,698,319		$	600,663	2.78	%	32,154,925		$	199,809	2.47	%

Noninterest-bearing checking	4,353,314						946,433
Noninterest-bearing liabilities	530,567						531,712
Stockholders’ equity	18,682,280						19,431,952
Total liabilities and stockholders’ equity	$	109,264,480					$	53,065,022

Net interest income			$	762,991					$	446,364

Net interest spread					2.32	%					2.58	%

Net interest margin					2.85	%					3.49	%

** Yields on investment securities have not been adjusted to a tax-equivalent basis.

Table of Contents

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities. The information details the changes attributable to a change in volume (i.e. change in average balance multiplied by the prior-period average rate) and changes attributable to a change in rate (i.e. change in average rate multiplied by the prior-period average balance). There is a component that is attributable to both a change in volume and a change in rate. This component has been allocated proportionately to the rate and volume columns.

Table 2