UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended December 31, ~~2013~~2014

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

For the transition period from to

Commission File Number 000-49757

FIRST RELIANCE BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

South Carolina	80-0030931
(State of Incorporation)	(I.R.S. Employer Identification No.)
2170 W. Palmetto Street, Florence, South Carolina	29501
(Address of Principal Executive Offices)	(Zip Code)

2170 W. Palmetto Street, Florence, South Carolina	29501
(Address of Principal Executive Offices)	(Zip Code)

(843) 656-5000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

~~Common Stock, $0.01 Par Value~~None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ¨ No x

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 and 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 ¨~~

Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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~~

~~The~~Yes aggregate market value of the registrant’s outstanding common stock held by nonaffiliates of the registrant as of June 30, 2013 was approximately $8.2 million, based on the registrant’s closing sales price of $1.80 as reported on the Over-the Counter Bulletin Board on June 30, 2013. There were 4,569,895 shares of the registrant’s common stock outstanding as of March 10, 2014.¨ No x

The aggregate market value of the registrant’s outstanding common stock held by nonaffiliates of the registrant as of June 30, 2014 was approximately $9.1 million, based on the registrant’s closing sales price of $2.00 as reported on the Over-the Counter Bulletin Board on June 30, 2014. There were 4,704,647 shares of the registrant’s common stock outstanding as of March 23, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Document		Parts Into Which Incorporated
Annual Report to Shareholders for the Year Ended December 31, 2013		Part II
Proxy Statement for the Annual Meeting of Shareholders to be held June 5, 2014		Part III

None.

TABLE OF CONTENTS

		Page	~~Page~~
PART I
Item 1.	Business	5	4
Item 1A.	Risk Factors	26	25
Item 1B.	Unresolved Staff Comments	35	34
Item 2.	Properties	35	35
Item 3.	Legal Proceedings	36	36
Item 4.	Mine Safety Disclosures	36	36
PART II
Item 5.	Market for the Registrant’s Common Equity, Related ~~Stockholder~~Shareholder Matters and Issuer Purchases of Equity Securities	37	36
Item 6.	Selected Financial Data	39	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58	56
Item 8.	Financial Statements and Supplementary Data	59	59
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	96	94
Item 9A.	Controls and Procedures	96	94
Item 9B.	Other Information	96	94
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	97	94
Item 11.	Executive Compensation	99	94
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related ~~Stockholder~~Shareholder Matters	104	94
Item 13.	Certain Relationships and Related Transactions, and Director Independence	105	95
Item 14.	Principal Accountant Fees and Services	106	95
PART IV
Item 15.	Exhibits and Financial Statement Schedules	108	95

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of our statements contained in this Annual Report, including, without limitation, matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or the future financial performance of First Reliance Bancshares, Inc. (the “Company”) or its wholly-owned subsidiary, First Reliance Bank (the “Bank” or “First Reliance”), and include statements about the competitiveness of the banking industry, potential regulatory obligations, our entrance and expansion into other markets, our other business strategies and other statements that are not historical facts. Forward-looking statements are not guarantees of performance or results. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” “will,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared.

These forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors, including, but not limited to the following:

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

·• changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;

·• the failure of assumptions underlying the establishment of reserves for possible loan losses;

·• changes in political and economic conditions, including the political and economic effects of the current economic downturn and other major developments, including the ongoing war on terrorism, continued tensions in the Middle East, and the ongoing economic challenges facing the European Union;

·• changes in financial market conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including, without limitation, reduced rates of business formation and growth, commercial and residential real estate development, and real estate prices;

·• the Company’s ability to comply with any requirements imposed on it or the Bank by their respective regulators, and the potential negative consequences that may result;

·• the impacts of renewed regulatory scrutiny on consumer protection and compliance led by the ~~newly-created~~ Consumer Finance Protection Bureau;

·• fluctuations in markets for equity, fixed-income, commercial paper and other securities, which could affect availability, market liquidity levels, and pricing;

·• governmental monetary and fiscal policies, including the undetermined effects of the Federal Reserve’s “Quantitative Easing” program, as well as other legislative and regulatory changes;

·• changes in capital standards and asset risk-weighting included in proposed Federal Reserve rules to implement the so-called “Basel III” accords;

·• the Company’s participation or lack of participation in governmental programs implemented under the Emergency Economic Stabilization Act (the “EESA”) and the American Recovery and Reinvestment Act (the “ARRA”), including, without limitation, the Capital Purchase Program (“CPP”) administered under the Troubled Asset Relief Program (“TARP”);

·• the risks of changes in interest rates or an unprecedented period of record-low interest rates on the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities; · 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 and the Internet; and

~~-3-~~• 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 and the Internet; and

· the effect of any mergers, acquisitions or other transactions, to which we or our subsidiary may from time to time be a party, including, without limitation, our ability to successfully integrate any businesses that we acquire.3

•

the effect of any mergers, acquisitions or other transactions, to which we or our subsidiary may from time to time be a party, including, without limitation, our ability to successfully integrate any businesses that we acquire.

Many of these risks are beyond our ability to control or predict, and you are cautioned not to put undue reliance on such forward-looking statements. First Reliance does not intend to update or reissue any forward-looking statements contained in this Annual Report as a result of new information or other circumstances that may become known to the Company.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this Cautionary Note. Our actual results may differ significantly from those we discuss in these forward-looking statements.

For other factors, risks and uncertainties that could cause our actual results to differ materially from estimates and projections contained in these forward-looking statements, please read the “Risk Factors” section of this ~~Annual~~report ~~Report~~ beginning on page 2527.

PART I

ITEM 1.

BUSINESS

General

The Company was incorporated under the laws of the State of South Carolina on April 12, 2001 to be the holding company for the Bank, and the Company acquired all of the shares of the Bank on April 1, 2002 in a statutory share exchange. The Bank, a South Carolina banking corporation, is the Company’s only subsidiary, and the Company conducts no business other than through its ownership of the Bank. The Company has no indirect subsidiaries or special purpose entities. The Bank commenced operations in August 1999 and currently operates out of its main office and five branch offices. The Bank serves the Florence, Lexington, Charleston, and West Columbia areas in South Carolina as an independent, community-oriented commercial bank emphasizing high-quality, responsive and personalized service. The Bank provides a broad range of consumer and business banking services, concentrating on individuals and small and medium-sized businesses desiring a high level of personalized services.

The Company’s stock is quoted on the OTC Bulletin Board under the symbol “FSRL.” Information about the Company is available on our website at www.firstreliance.com. Information on the Company’s website is not incorporated by reference and is not a part of this report.

Location and Service Area

The executive or main office facilities of the Company and the Bank are located at 2170 W. Palmetto Street, Florence, South Carolina 29501. The Bank also has branches located at 411 Second Loop Road, Florence, South Carolina; 801 North Lake Drive, Lexington, South Carolina; 800 South Shelmore Boulevard, Mount Pleasant, South Carolina; 25 Cumberland Street, Suite 101, Charleston, South Carolina; and 2805A Sunset Boulevard, West Columbia, South Carolina. The Bank’s primary market areas are the cities of Florence, Lexington, West Columbia, and Charleston, and the surrounding areas.

According to United States Census Bureau estimates, in ~~2012~~2013, Florence County had an estimated population of ~~137~~138,~~948~~326. Florence County, which covers approximately 805 square miles, is located in the eastern portion of South Carolina and is bordered by Darlington, Marlboro, Dillon, Williamsburg, Marion, Clarendon, Sumter, and Lee Counties. Florence County has a number of large employers, including, GE Healthcare, Honda, Nan Ya Plastics, ESAB, QVC US, Otis Elevator, Johnson Controls, Monster.com, McLeod Regional Medical Center, and Carolinas Medical Center. Florence County’s economy is largely based on the wholesale and retail trade sector, the manufacturing sector, the services sector and the financial, insurance and real estate sector.

According to the United States Census Bureau, Lexington County had an estimated population in ~~2012~~2013 of ~~270~~273,~~406~~752. The primary market area is the City of Lexington and the surrounding areas of Lexington County, South Carolina. Lexington County is centrally located in the Midlands of South Carolina just outside the capital city in Columbia and is bordered by Richland, Newberry, Saluda, Aiken, Orangeburg, and Calhoun Counties. Lexington County has a number of large employers, including, Westinghouse Electric Corporation, Michelin North America, Amick Farms, Inc., and Bose Corporation. Lexington County is a major transportation crossroads for the Midlands with I-26, I-77, and I-20 bordering or running through the county. The Columbia Metropolitan Airport is located in Lexington County, just 10 miles from the town of Lexington, and is the southeastern hub for the United Parcel Service. The principal components of the economy of Lexington County are the wholesale and retail trade sector, the manufacturing sector, the government sector, the services sector and the financial, insurance and real estate sector.

~~-4-~~The United States Census Bureau estimates that in 2013, Charleston County had a population of 372,803 and the Metro Area had a population of 697,439. Charleston is located on the central and southern east coast surrounded by Berkley and Dorchester counties. Major employers in the area include the United States Navy, the Medical University of South Carolina, Boeing and the Charleston Air Force Base.

The United States Census Bureau estimates that in 2012, Charleston County had a population of 365,162 and the Metro Area had a population of 697,439. Charleston is located on the central and southern east coast surrounded by Berkley and Dorchester counties. Major employers in the area include the United States Navy, the Medical University of South Carolina, Boeing and the Charleston Air Force Base.5

Our Business Strategy

First Reliance Bank is ranked in the top 25 banks in South Carolina based on total deposits. We have assets of approximately $~~355~~368 million, and employ over ~~100~~110 associates. We serve the Pee Dee, Midlands, and Low Country regions of South Carolina and specialize in providing South Carolina business and consumer customers with a broad array of banking programs, products and services. We believe the Bank is well known in its markets for exceptional customer service and ~~incredible~~ customer loyalty. WeThe ~~are~~Bank ~~also~~was ~~proud~~listed toin bethe ~~one~~2014 edition of “South Carolina’s “ Best Places to Work” ~~companies~~survey published by Best Companies Group.

Strategic Plan

Our strategic plan is developed annually to execute on our business model. At First Reliance Bank, we believe that no company can be successful if ~~they~~it ~~are~~is not crystal clear on why ~~they~~it ~~exist~~exists, what ~~they~~it ~~want~~wants to accomplish and how ~~they~~it ~~are~~is going to achieve success. Our business model guides in the development of our strategic objectives, goals, budgets and projects.

Our Business Model

Creating Sustainable Company Value through Exceptional Customer Loyalty

Our business model defines how we differentiate ourselves to compete in a strongly commoditized banking environment.

Purpose: “To Make the Lives of Our Customers Better”

The purpose of our company is the “why?” It’s the motivation behind everything we do to achieve our vision.

Associate Promise

Our goal is to build a high performing and highly engaged team. This combination drives superior results when enabled by efficient processes and a differentiated customer value promise.

We seek to provide our associates with an ~~incredible~~opportunity to do work ~~experience~~that ~~through:~~makes a difference.

· Committed and Caring Leadership

· Opportunities to Do Their Best Work

· Rewards and recognition that make Their Life Better

Associates are the primary element in creating a differentiated customer experience that cannot be easily duplicated by our competitors.

-5-

Customer Value Promise

This defines the unique value we offer to our customers. It’s is why our customers will want to do business with us. We offer customers an: incredible experience.

· Incredible Experience

· Distinctive Programs

· Unmatched Convenience

This strategy ensures investments are focused to create loyal relationships with our customers who in return drive revenue in the following ways:

Customers do more business with us

Customers refer friends and family to us

Customers stay with us longer

Customers allow us to earn a fair profit

Vision: “To Be Recognized as the Largest and Most Profitable Bank in South Carolina”

The vision of our company is the “big picture”. It’s is the declaration of our future goals; it’s what we want to accomplish.

Market Strategy

We choose to operate in high-growth markets that have a high concentration of our targeted customer segments. Our goal is to obtain 10% of the market share in the markets we serve. Currently we operate in Florence, Lexington and Charleston. This geographic diversity allows us to mitigate credit risk. Our current deposit market share is Florence 138.1991%, Lexington 21.2655%, and Charleston 0.6465%.

Customer Strategy

Our primary customer targets are those individuals who see themselves as a part of Middle America, young adults or small business owners with revenues of $5 million or less. These are the customers that our brand and value promise resonate with the strongest. In order to differentiate ourselves in the market place, it is impossible to be all things to all people so we are committed to building our programs to serve these special customer segments.

Customer Relationship Management

To attract low- cost core deposits we offer our customers a selection of distinctive programs that help them meet their personal financial needs and allow them to be part of a unique community.

Currently, we offer a distinctive “Moms”, “Gen “Y” and “Home Town Heroes” Program. Those customers who choose not to be in a distinctive program are able to be part of our “Better Life” program. Our customer relationship strategy is based on building loyal relationships with customers. In return our customers do more business with us, refer family, friends and business associates to us, stay with us long and allow us to earn a fair profit. The key to building loyal customer relationships is to understand their needs, motivation and find solutions that make their lives better.

Our business customers are provided with a dedicated Relationship Banker who is responsible to manage and provide solutions for the customers combined business and personal financial needs. We offer our business customers a “Better Perks” at work program as a benefit they can offer to employees of their business.

-6-

Lending Activities

General. The Bank offers a full range of commercial and consumer loans, as well as commercial real estate loans. Commercial loans are extended primarily to small and middle market customers. Such loans include both secured and unsecured loans for working capital needs (including loans secured by inventory and accounts receivable), business expansion (including acquisition of real estate and improvements), asset acquisition and agricultural purposes. Commercial term loans generally will not exceed a five-year maturity and may be based on a ten or fifteen-year amortization. The extensions of term loans are based upon (1) the ability and stability of the borrower’s current management; (2) earnings and trends in cash flow; (3) earnings projections based on reasonable assumptions; (4) the financial strength of the industry and the business itself; and (5) the value and marketability of the collateral. In considering loans for accounts receivable and inventory, the Bank generally uses a declining scale for advances based on an aging of the accounts receivable or the quality and utility of the inventory. With respect to loans for the acquisition of equipment and other assets, the terms depend on the economic life of the respective assets.

Loan Limits and Approval. The Bank’s lending activities are subject to a variety of lending limits imposed by federal law. Under South Carolina law, loans by the Bank to a single customer may not exceed 15% of the Bank’s unimpaired capital. Based on the Bank’s unimpaired capital as of December 31, ~~2013~~2014, the Bank’s internal lending limit to a single customer is approximately $6.16 million, although certain legacy customers exceed this limit in aggregate exposure and the Bank will consider larger requests on a case by case basis. The size of the loans that the Bank is able to offer to potential customers is less than the size of the loans that the Bank’s competitors with larger lending limits are able to offer. This limit affects the ability of the Bank to seek relationships with the area’s larger businesses. However, the Bank may request other banks to participate in loans to customers when requested loan amounts exceed the Bank’s legal lending limit.

Allowance for Loan Losses. We maintain an allowance for loan losses, which has been established through a provision for loan losses charged against income. We charge loans against this allowance when we believe that the collectability of the loan is unlikely. The allowance is an estimated amount that we believe is adequate to absorb losses inherent in the loan portfolio based on evaluations of its collectability. As of December 31, 2013, our allowance for loan losses equaled approximately 1.2% of the average outstanding balance of our loans. Over time, we will base the loan loss reserves on our evaluation of factors including: changes in the nature and volume of the loan portfolio, overall portfolio quality, specific problem loans and commitments, and current anticipated economic conditions that may affect the borrower’s ability to pay.7

Allowance for Loan ~~Distribution~~Losses. We maintain an allowance for loan losses, which has been established through a provision for loan losses charged against income. We charge loans against this allowance when we believe that the collectability of the loan is unlikely. The allowance is an estimated amount that we believe is adequate to absorb losses inherent in the loan portfolio based on evaluations of its collectability. As of December 31, ~~2013~~2014, our allowance for loan losses equaled approximately 1.2% of the ~~composition~~average outstanding balance of our loans. Over time, we will base the loan ~~portfolio~~loss byreserves ~~category~~on ~~was~~our ~~approximately~~evaluation asof ~~follows~~factors including: changes in the nature and volume of the loan portfolio, overall portfolio quality, specific problem loans and commitments, and current anticipated economic conditions that may affect the borrower’s ability to pay.

Industry Categories	Percentage (%)
Real estate secured	81.45	%
Commercial and industrial	13.62	%
Consumer loans	4.92	%
Other loans	0.01	%
Total	100.00	%

Loan Distribution. As of December 31, 2014, the composition of our loan portfolio by category was approximately as follows:

Industry Categories	Percentage (%)
Real estate secured		76.86	%
Commercial and industrial		12.34	%
Consumer loans		10.78	%
Other loans		0.02	%
Total		100.00	%

Real Estate Secured. The Bank has established a mortgage loan division through which it has broadened the range of services that it offers to its customers. The mortgage loan division originates secured real estate loans to purchase existing or to construct new homes and to refinance existing mortgages.

The following are the types of real estate loans originated by the Bank and the general loan-to-value limits set by the Bank with respect to each type.

-7-

•	Raw Land	65%
•	Land Development	75%
•	Commercial, multifamily and other nonresidential construction	80%
•	One to four family residential construction	85%
•	Improved property	85%
•	Owner occupied, one to four family and home equity	90% (or less)
•	Commercial property	80% (or less)

As of December 31, ~~2013~~2014, total loans secured by first or second mortgages on real estate comprised approximately 8176.4586% of the Bank’s loan portfolio, and the classification of the mortgage loans of the Bank and the respective percentage of the Bank’s total loan portfolio of each are as follows:

	Total Amount
Description	Total Amount as of December 31, 2014			Percentage of Total Loan Portfolio
	as of		Percentage of
Residential 1-4 family	$	40,985,430			16.05	%
Description	December 31, 2013		Total Loan Portfolio
Multifamily	$	4,337,462			1.70	%
Residential 1-4 family	$	35,873,036		15.04	%
Commercial	$	99,450,427			38.94	%
Multifamily	$	4,312,057		1.81	%
Construction	$	26,547,868			10.40	%
Commercial	$	104,378,485		43.76	%
Second mortgage	$	4,775,669			1.87	%
Construction	$	24,175,347		10.14	%
Equity lines of credit	$	20,197,227			7.90	%
Second mortgage	$	4,245,778		1.78	%
Total:	$	196,294,083			76.86	%
Equity lines of credit	$	21,270,126		8.92	%
Total:	$	194,254,829		81.46	%

Of the loan types listed above, commercial real estate loans are generally more risky because they are the most difficult to liquidate in the current real estate market that has made real estate valuation particularly volatile. Construction loans are often speculative in nature and can involve additional risk due to weather delays and cost overruns.

The Bank generates additional fee income by selling some of its mortgage loans in the secondary market and cross-selling other products and services to its mortgage customers. In ~~2013~~ 2014, the Bank sold mortgage loans in a total amount of approximately $2926.16 million, or 2823.01% of the total number of mortgage loans originated by the Bank. The Bank does not originate or hold subprime residential mortgage loans that were originally intended for sale on the secondary mortgage market.

All Federal Housing Agency (“FHA”), Veterans Administration (“VA”) and South Carolina State Housing Finance and Development Authority (“State Housing”) loans sold by the Bank involve the right to recourse. The FHA and VA loans are subject to recourse if the loan shows 60 days or more past due in the first four months or goes in to foreclosure within the first 12 months. The State Housing loans are subject to recourse if the loan becomes delinquent prior to purchase by State Housing or if final documentation is not delivered within 90 days of purchase. All investors have a right to require the Bank to repurchase a loan in the event the loan involved fraud. In ~~2013~~2014, of the ~~168~~167 loans sold by the Bank, 4347 were FHA or VA loans and 10nine were State Housing Loans, compared to ~~2012~~2013 where, of the ~~247~~168 loans sold by the Bank, 5743 were FHA or VA loans and 2510 were State Housing loans. Such loans represented 2730.18% of the dollar volume or 3933.95% of the total number of loans sold by the Bank in ~~2013~~2014.

In addition, an increase in interest rates may decrease the demand for consumer and commercial credit, including real estate loans. Gross gains from sales of residential mortgage loans were $1,~~029~~108,~~641~~799 in ~~2013~~2014.

~~-8-~~Commercial and Industrial. As of December 31, 2014, $31.5 million, or 12.34% of the Bank’s total loan portfolio, was comprised of commercial and industrial loans. We focus our efforts on commercial loans of less that $3 million. Commercial loans involve significant risk because there is generally a small market available for assets held as collateral that needs to be liquidated. Commercial loans for working capital needs are typically difficult to monitor. Working capital loans typically have terms not exceeding one year and are usually secured by accounts receivable, inventory, personal guarantees of the principals or fixed assets of the business. For loans secured by accounts receivable or inventory, principal is typically repaid as the assets securing the loan are converted into cash, and in other cases principal is typically due at maturity.

Commercial and Industrial. As of December 31, 2013, $32.5 million, or 13.62% of the Bank’s total loan portfolio, was comprised of commercial and industrial loans. We focus our efforts on commercial loans of less that $3 million. Commercial loans involve significant risk because there is generally a small market available for assets held as collateral that needs to be liquidated. Commercial loans for working capital needs are typically difficult to monitor. Working capital loans typically have terms not exceeding one year and are usually secured by accounts receivable, inventory, personal guarantees of the principals or fixed assets of the business. For loans secured by accounts receivable or inventory, principal is typically repaid as the assets securing the loan are converted into cash, and in other cases principal is typically due at maturity.

Consumer. The Bank makes a variety of loans to individuals for personal and household purposes, including secured and unsecured installment loans and revolving lines of credit such as credit cards. Installment loans typically carry balances of less than $50,000 and are amortized over periods up to 60 months. Consumer loans are offered on a single maturity basis where a specific source of repayment is available. Revolving loan products typically require monthly payments of interest and a portion of the principal.

As of December 31, ~~2013~~2014, the classification of the consumer loans of the Bank and the respective percentage of the Bank’s total loan portfolio of each were as follows ~~(dollars in thousands)~~:

	Total Outstanding
	as of		Percentage of
Description	December 31, 2013		Total Loan Portfolio
Individuals (household, personal, single pay, installment and other)	$	11,292,865	4.69	%
Individuals (household, family, personal credit cards and overdraft protection)	$	432,454	0.18	%
All other consumer loans	$	—	—	%

Description	Total Outstanding as of December 31, 2014		Percentage of Total Loan Portfolio
Individuals (household, personal, single pay, installment and other)	$	27,540,996		10.78	%
Individuals (household, family, personal credit cards and overdraft protection)	$	42,336		0.02	%
All other consumer loans	$	—		—	%

The risks associated with consumer lending are largely related to economic conditions and increase during economic downturns. Other major risk factors relating to consumer loans include high debt to income ratios and poor loan-to-value ratios. Consumer lending standards requires a debt service income ratio of no greater than 36% based on gross income.

Deposit Services

The Bank offers a full range of deposit services that are typically available in most banks and savings and loan associations, including checking accounts, NOW accounts, savings accounts and other time deposits of various types, ranging from money market accounts to longer-term certificates of deposit. The transaction accounts and time certificates are tailored to the Bank’s principal market area at rates competitive to those offered by other banks in the area. In addition, the Bank offers certain retirement account services, such as Individual Retirement Accounts (“IRAs”). The Bank solicits deposit accounts from individuals, businesses, associations and organizations and governmental authorities. All deposit accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the maximum amount allowed by law. For additional information relating to deposit insurance, please see “Supervision and Regulation.”

Other Banking Services

The Bank focuses heavily on personal customer service and offers a full range of financial services. Personal products include checking and savings accounts, money market accounts, CDs and IRAs, personal loans and residential mortgage loans, while business products include free checking and savings accounts, commercial lending services, money market accounts, cash management services including remote deposit capture and business deposit courier service. The Bank also offers Internet banking and e-statements, electronic bill paying services, Worldwide ATM networks, free coin machines at all branches for customers, and an overdraft privilege to its customers.

-9-

Investments

In addition to its loan operations, the Bank makes other investments primarily in obligations of the United States or obligations guaranteed as to principal and interest by the United States and other taxable and nontaxable securities. The Bank also invests in certificates of deposits in other financial institutions. The amount invested in such time deposits, as viewed on an institution by institution basis, does not exceed $250,000. Therefore, the amounts invested in certificates of deposit are fully insured by the FDIC. No investment held by the Bank exceeds any applicable limitation imposed by law or regulation. The Bank’s finance committee reviews the investment portfolio on an ongoing basis to ascertain investment profitability and to verify compliance with investment policies.

Other Services

In addition to its banking and investment services, the Bank offers securities brokerage services and life insurance products to its customers through a networking arrangement with an independent registered broker-dealer firm.

Competition

The Bank faces strong competition for deposits, loans, and other financial services from numerous other banks, thrifts, credit unions, other financial institutions, and other entities that provide financial services, some of which are not subject to the same degree of regulation as the Bank. Because South Carolina law permits statewide branching by banks and savings and loan associations, many financial institutions in the state have extensive branch networks. In addition, federal law permits interstate banking. Reflecting this opportunity provided by law plus the growth prospects of the Charleston, Florence, and Lexington markets, all of the five largest (in terms of local deposits) commercial banks in our market are branches of or affiliated with regional or super-regional banks.

According to the FDIC, as of June 30, ~~2013~~2014, 36 37 banks and savings institutions operated ~~251~~260 offices within Charleston, Florence, and Lexington Counties. All of these institutions aggressively compete for business in the Bank’s market area. Some of these competitors have been in business for many years, have established customer bases, are larger than the Bank, have substantially higher lending limits than the Bank has and are able to offer certain services, including trust and international banking services, that the Bank is able to offer only through correspondents, if at all.

The Bank currently conducts business principally through its six branches in Charleston, Florence, and Lexington Counties, South Carolina.

The Bank competes based on providing its customers with high-quality, prompt, and knowledgeable personalized service at competitive rates, which is a combination that the Bank believes customers generally find lacking at larger institutions. The Bank offers a wide variety of financial products and services at fees that it believes are competitive with other financial institutions.

Employees

On December 31, ~~2013~~2014, the Bank had 8692 full-time employees and 2418 part-time employees. The executive officers of the Company also serve as executive officers of and are compensated by the Bank. Other than our executive officers, the Company has no employees.

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SUPERVISION AND REGULATION

We are subject to extensive state and federal banking regulations that impose restrictions on and provide for general regulatory oversight of our operations. These laws generally are intended to protect depositors and not shareholders. Legislation and regulations authorized by legislation influence, among other things:

how, when, and where we may expand geographically;

into what product or service market we may enter;

how we must manage our assets; and

under what circumstances money may or must flow between the parent bank holding company and the subsidiary bank.

Set forth below is an explanation of the major pieces of legislation and regulation affecting our industry and how that legislation and regulation affects our actions. The following summary is qualified by reference to the statutory and regulatory provisions discussed. Changes in applicable laws or regulations may have a material effect on our business and prospects, and legislative changes and the policies of various regulatory authorities may significantly affect our operations. We cannot predict the effect that fiscal or monetary policies, or new federal or state legislation may have on our business and earnings in the future.

The Company

Because the Company owns all of the capital stock of First Reliance Bank, we are a bank holding company under the federal Bank Holding Company Act of 1956 (the “Bank Holding Company Act”). As a result, we are primarily subject to the supervision, examination, and reporting requirements of the Bank Holding Company Act and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). As a bank holding company located in South Carolina, the South Carolina State Board of Financial Institutions (the “SC State Board”) also regulates and monitors all significant aspects of our operations.

Acquisitions of Banks. The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:

acquiring direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will directly or indirectly own or control more than 5% of the bank’s voting shares;

acquiring all or substantially all of the assets of any bank; or

merging or consolidating with any other bank holding company.

Additionally, the Bank Holding Company Act provides that the Federal Reserve may not approve any of these transactions if it would result in or tend to create a monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. The Federal Reserve’s consideration of financial resources generally focuses on capital adequacy, which is discussed below.

Under the Bank Holding Company Act, if adequately capitalized and adequately managed, the Company or any other bank holding company located in South Carolina may purchase a bank located outside of South Carolina. Conversely, an adequately capitalized and adequately managed bank holding company located outside of South Carolina may purchase a bank located inside South Carolina. In each case, however, restrictions may be placed on the acquisition of a bank that has only been in existence for a limited amount of time or will result in specified concentrations of deposits. For example, South Carolina law prohibits a bank holding company from acquiring control of a financial institution until the target financial institution has been incorporated for five years.

Change in Bank Control. Subject to various exceptions, the Bank Holding Company Act and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval prior to any person or company acquiring “control” of a bank holding company. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the bank holding company. Control is rebuttably presumed to exist if a person or company acquires 10% or more, but less than 25%, of any class of voting securities and either:

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the bank holding company has registered securities under Section 12 of the Securities Act of 1934; or

no other person owns a greater percentage of that class of voting securities immediately after the transaction.

Our common stock is no longer registered under Section 12 of the Securities Exchange Act of 1934. The regulations provide a procedure for challenging rebuttable presumptions of control.

Permitted Activities. The Bank Holding Company Act has generally prohibited a bank holding company from engaging in activities other than banking or managing or controlling banks or other permissible subsidiaries and from acquiring or retaining direct or indirect control of any company engaged in any activities other than those determined by the Federal Reserve to be closely related to banking or managing or controlling banks as to be a proper incident thereto. Provisions of the Gramm-Leach-Bliley Act have expanded the permissible activities of a bank holding company that qualifies as a financial holding company. Under the regulations implementing the Gramm-Leach-Bliley Act, a financial holding company may engage in additional activities that are financial in nature or incidental or complementary to financial activities. Those activities include, among other activities, certain insurance and securities activities.

To qualify to become a financial holding company, the Bank and any other depository institution subsidiary of the Company must be well capitalized and well managed and must have a Community Reinvestment Act rating of at least “satisfactory.” Additionally, the Company must file an election with the Federal Reserve to become a financial holding company and must provide the Federal Reserve with 30 days written notice prior to engaging in a permitted financial activity. While the Company meets the qualification standards applicable to financial holding companies, the Company has not elected to become a financial holding company at this time.

Support of Subsidiary Institutions. Under Federal Reserve policy, we are expected to act as a source of financial strength for the Bank and to commit resources to support the Bank. In addition, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), this longstanding policy has been given the force of law and additional regulations promulgated by the Federal Reserve to further implement the intent of the new statute are possible. As in the past, such financial support from the Company may be required at times when, without this legal requirement, we might not be inclined to provide it. In addition, any capital loans made by us to the Bank will be repaid only after the Bank’s deposits and various other obligations are repaid in full. In the unlikely event of our bankruptcy, any commitment that we give to a bank regulatory agency to maintain the capital of the Bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

South Carolina Law. As a bank holding company with its principal offices in South Carolina, the Company is subject to limitations on sale or merger and to regulation by the SC State Board. The Company must receive the approval of the SC State Board prior to acquiring control of a bank or bank holding company or all or substantially all of the assets of a bank or a bank holding company. The Company also must file with the SC State Board periodic reports with respect to its financial condition, operations and management, and the intercompany relationships between the Company and its subsidiaries.

TARP Participation. On October 14, 2008, the U.S. Treasury announced the capital purchase component of TARP. This program was instituted by the U.S. Treasury pursuant to the Emergency Economic Stabilization Act of 2008, which provided up to $700 billion to the U.S. Treasury to, among other things, take equity ownership positions in financial institutions. The TARP capital purchase program was intended to encourage financial institutions to build capital and thereby increase the flow of financing to businesses and consumers. We participated in the capital purchase component of TARP.

On March 1, 2013, the United States Department of the Treasury (the “Treasury”), the holder of all 15,249 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Shares”), and 767 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Series B Shares”), announced that it had auctioned the securities in a private transaction with unaffiliated third-party investors. The Company received no proceeds from the transaction. The clearing prices for the Series A Shares and the Series B Shares were $679.61 per share and $822.61, respectively. Both series have a liquidation preference of $1,000 per share. The closing of the private sale occurred on March 11, 2013.

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The sale of the securities had no effect on their terms, including the Company’s obligation to satisfy accrued and unpaid dividends ~~(aggregating approximately $1.9 million)~~ prior to payment of any dividend or other distribution to holders of pari pasu or junior stock, including the Company’s common stock, and an increase in the dividend rate on the Series A Shares from 5% to 9% on May 15, 2014. Further, the sale of the securities will have no effect on the Company’s capital, financial condition or results of operations. However, the Company generally will not be subject to various executive compensation and corporate governance requirements to which it was subject while Treasury held the securities.

Use of TARP Proceeds. On March 6, 2009, the Company received an investment of $15.3 million under the TARP Capital Purchase Program (“TARP CPP”). The TARP CPP funds were initially placed in the Company’s demand deposit account with the Bank, providing liquidity to the Bank while preserving the Company’s flexibility in how to best support the Bank, including the Bank’s lending efforts. To date, the Company has contributed $8.8 million of the TARP-CPP proceeds to the Bank as capital; as a result of this capital infusion, as well asadditional capital infusions funded by a successful private offering of our Series C Preferred Stock in May 2010, the Bank’s Tier 1 leverage ratio was 1011.6728%, and its total risk-based capital ratio was 14.3595%, both as of year-end ~~2013~~ 2014.

Due to the Bank’s capital policy, which requires the Bank to maintain no less than 10% capital, the TARP CPP proceeds enabled the Bank to increase its lending capacity by approximately $78 million. The Company is ready to contribute additional funds as capital to the Bank to support further increases in lending when and if loan demand increases. We believe the TARP CPP funds have strengthened the Bank’s capacity to respond to the legitimate credit needs of our customers and communities. We have advised our customers, employees, and other stakeholders of our commitment to support our communities’ growth and of our receipt of TARP CPP funds, which strengthens our ability to make loans. Since protecting our capital ratios with the TARP CPP injection, we have not found it necessary to send good customers away. Although our market area has suffered through a historic recession and loan demand is lower than in recent years, we remain committed to supporting the future growth of our markets. The TARP CPP proceeds not only provided us with additional lending capacity, but also permitted us to strengthen our balance sheet. That strength allows us the flexibility to offer innovative programs, such as our Hometown Heroes checking account with embedded loan program offers.

Payment of Dividends. We ~~are~~The Company is a legal entity separate and distinct from the Bank. The principal source of our cash flow, including cash flow to pay dividends to ~~stockholders~~shareholders, is dividends that we receive from the Bank. As will be noted more fully below, statutory and regulatory limitations apply to the payment of dividends by a subsidiary bank to its bank holding company.

The payment of dividends by us and the Bank may also be affected by other factors, including other restrictions imposed under discretionary powers afforded our state and federal regulators. For example, if, in the opinion of the FDIC, the Bank was engaged in or about to engage in an unsafe or unsound practice, the FDIC could require, after notice and a hearing, that the Bank stop or refrain from engaging in the practice. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under the FDIC Improvement Act of 1991 (the “FDIA”), a depository institution may not pay any dividend if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.

When we received a capital investment from the Treasury under the TARP CPP, we became subject to additional limitations on the payment of dividends. These limitations require, among other things, that all dividends for the securities purchased under the TARP CPP be paid before other dividends can be paid.

Furthermore, the Federal Reserve Board clarified its guidance on dividend policies for bank holding companies through the publication of a Supervisory Letter, dated February 24, 2009. As part of the letter, the Federal Reserve Board encouraged bank holding companies, particularly those that had participated in the TARP CPP, to consult with the Federal Reserve Board prior to dividend declarations and redemption and repurchase decisions even when not explicitly required to do so by federal regulations. The Federal Reserve Board has indicated that TARP CPP recipients, such as the Company, should consider and communicate in advance to regulatory staff how proposed dividends, capital repurchases, and capital redemptions are consistent with its obligation to eventually redeem the securities held by the Treasury. This new guidance is largely consistent with prior regulatory statements encouraging bank holding companies to pay dividends out of net income and to avoid dividends that could adversely affect the capital needs or minimum regulatory capital ratios of the bank holding company and its subsidiary bank.

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Any future determination relating to our dividend policy will be made at the discretion of the Board of Directors and will depend on many of the statutory and regulatory factors mentioned above.

Memoranda of Understanding. ~~Following~~ Following an examination of the Bank by the FDIC during the first quarter of 2010, the Bank’s Board of Directors agreed to enter into a Memorandum of Understanding (the “Bank MOU”) with the FDIC and the SC State Board, that became effective August 19, 2010. Among other things, the Bank MOU provides for the Bank to (i) review and formulate objectives relative to liquidity and growth, including a reduction in reliance on volatile liabilities, (ii) formulate plans for the reduction and improvement in adversely classified assets, (iii) maintain a Tier 1 leverage capital ratio of 8% and continue to be “well capitalized” for regulatory purposes, (iv) continue to maintain an adequate allowance for loan and lease losses, (v) not pay any dividend to the Bank’s parent holding company without the approval of the regulators, (vi) review officer performance and consider additional staffing needs, and (vii) provide progress reports and submit various other information to the regulators.

In addition, on the basis of the same examination by the FDIC and the SC State Board, the Federal Reserve Bank of Richmond (the “Federal Reserve Bank”) requested that the Company enter into a separate Memorandum of Understanding (the “Company MOU”). The Company entered into the Company MOU in December 2010. While the Company MOU provides for many of the same measures as the Bank MOU, the regulatory commitments suggested by the Federal Reserve Bank require that the Company seek pre-approval prior to the payment of dividends or other interest payments relating to its securities.

As a result, until the Company is no longer subject to the Company MOU, it will be required to seek regulatory approval prior to paying scheduled dividends on its preferred stock and trust preferred securities, including the Series A Preferred Stock and Series B Preferred Stock issued to the Treasury as part of our participation in the TARP CPP~~, as well as the Series C Preferred Stock issued as part of a private offering earlier this year~~. This provision will also apply to the Company’s common stock, although, to date, the Company has not elected to pay a cash dividend on its shares of common stock. The Federal Reserve Bank approved the scheduled payment of dividends on the Company’s preferred stock and interest payments on the Company’s trust preferred securities for the first three quarters of 2011. The Federal Reserve Bank has not approved the payment of dividends on the Company's preferred stock or interest relating to its outstanding classes of trust preferred securities since the third quarter of 2011. Since the Company has not paid scheduled dividends on its outstanding shares of Series A and Series B Preferred Stock for in excess of six fiscal quarters, the holders of those shares are entitled to name two individuals to our board of directors but have not yet elected to do so. No assurance can be given as to when the Company will obtain approval from the Federal Reserve Bank to resume the payment of such dividends and interest in future quarters while the Company MOU remains in effect.

In response to these regulatory matters, the Bank and the Company have taken various actions designed to address the issues raised in the MOUs and otherwise improve lending procedures and other conditions related to our operations. Among other actions, the Bank, in collaboration with the Company, formed a Loss Mitigation and Recovery Division staffed with experienced bankers who specifically handle non-performing and deteriorating assets, which are largely localized to coastal South Carolina. The Bank has also moved, under the supervision of its Special Risk Committee, to strengthen the Bank’s existing credit review process, aggressive risk review methodology, and conservative lending policies as part of a company-wide risk management assessment.

Sarbanes-Oxley Act of 2002. On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) was signed into law and became some of the most sweeping federal legislation addressing accounting, corporate governance, and disclosure issues. The impact of the Sarbanes-Oxley Act is wide-ranging as it applies to all public companies and imposes significant new requirements for public company governance and disclosure requirements.

In general, the Sarbanes-Oxley Act mandated important new corporate governance and financial reporting requirements intended to enhance the accuracy and transparency of public companies’ reported financial results. It established new responsibilities for corporate chief executive officers, chief financial officers and audit committees in the financial reporting process and creates a new regulatory body to oversee auditors of public companies. It backed these requirements with new SEC enforcement tools, increases criminal penalties for federal mail, wire and securities fraud, and created new criminal penalties for document and record destruction in connection with federal investigations. It also increased the opportunity for more private litigation by lengthening the statute of limitations for securities fraud claims and provided new federal corporate whistleblower protection.

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The economic and operational effects of this legislation on public companies, including us, isare significant in terms of the time, resources and costs associated with complying with this law. Because the Sarbanes-Oxley Act, for the most part, applies equally to larger and smaller public companies, we are presented with additional challenges as a smaller, community-oriented financial institution seeking to compete with larger financial institutions in our market.

In 2010, the Dodd-Frank Act was signed into law and included a permanent delay of the implementation of section 404(b) of the Sarbanes-Oxley Act for companies with non-affiliated public float under $75.0 million (“non-accelerated filer”). Section 404(b) is the requirement to have an independent accounting firm audit and attest to the effectiveness of a Company’s internal controls. As the Company currently qualifies as a non-accelerated filer under the SEC rules and expects to remain one through fiscal year 2014, there are no additional costs anticipated for complying with Section 404(b).

Deregistration and Suspension of SEC Reporting Obligations

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted on April 5, 2012. Among other things, the JOBS Act amended Sections 12(g) and 15(d) of the Exchange Act to increase from 300 to 1,200 the shareholders of record threshold for deregistration and suspension of the duty to file reports for bank holding companies. On account of, among other reasons, the significant direct and indirect costs and management time required to prepare and file reports with the SEC and the historically low trading volume of our common stock, the board of directors of the Company determined that deregistration of the common stock was in the best interests of the Company and its shareholders. On August 14, 2014, the Company filed a Form 15 to deregister the Common Stock under Section 12(g) of the Exchange Act. As of such date, there were less than 1,200 holders of record of the Common Stock (as determined pursuant to Rule 12g5-1 under the Exchange Act). Deregistration of the Common Stock became effective 90 days after the filing of the Form 15. On January 1, 2015, the number of holders of record of the common stock was less than 1,200. Accordingly, immediately following the filing of this Annual Report on Form 10-K, the Company intends to file a second Form 15 to suspend its obligations to file current, quarterly and annual reports under Section 15(d) of the Exchange Act. The Company’s obligations to file such reports under Section 15(d) of the Exchange Act will remain suspended as long as the number of record holders of the common stock remains less than 1,200 on January 1 of each succeeding year. Moreover, we will no longer be subject to the provisions of the Sarbanes-Oxley Act and certain of the liability provisions of the Exchange Act and our executive officers, directors and 10% shareholders will no longer be required to file reports relating to their transactions in our common stock with the SEC. In addition, our executive officers, directors and 10% shareholders will no longer be subject to the short-swing profits provisions of the Exchange Act, and persons acquiring more than 5% of our common stock will no longer be required to report their beneficial ownership under the Exchange Act.

Following the suspension of its reporting obligations under the Exchange Act, the Company expects to periodically disseminate to the public information as to its financial position and financial performance. The Company will continue to provide annual reports in accordance with generally accepted accounting principles and proxy statements to shareholders, and its subsidiary, First Reliance Bank, will continue to file call reports with the Federal Deposit Insurance Corporation.

Regulation of the Bank

The Bank is an insured, South Carolina-chartered bank. The Bank’s deposits are insured as part of the FDIC’s Deposit Insurance Fund (“DIF”), and it is subject to supervision and examination by, and the regulations and reporting requirements of, the FDIC and the SC State Board. The FDIC and the SC State Board are the Bank’s primary federal and state banking regulators. The Bank is not a member bank of the Federal Reserve.

The FDIC and the SC State Board regulate all areas of the Bank’s business, including its reserves, mergers, payment of dividends and other aspects of its operations. They regularly examine the bank, and the Bank must furnish periodic reports to the FDIC and the SC State Board containing detailed financial and other information about its affairs. The FDIC and the SC State Board have broad powers to enforce laws and regulations that apply to the Bank and to require it to correct conditions that affect its safety and soundness. Among others, these powers include issuing cease and desist orders, imposing civil penalties, and removing officers and directors, and their ability otherwise to intervene in the Bank’s operation if their examinations of the bank, or the reports it files, reflect a need for them to do so.

As an insured bank, the Bank is prohibited from engaging as principal in any activity that is not permitted for national banks unless (1) the FDIC determines that the activity or investment would not pose a significant risk to the DIF, and (2) the Bank is, and continue to be, in compliance with the capital standards that apply to it. The Bank also is prohibited from directly acquiring or retaining any equity investment of a type or in an amount that is not permitted for national banks.

Prior to the enactment of the Dodd-Frank Act (which is discussed more fully below), the Bank and any other national or state-chartered bank were generally permitted to branch across state lines by merging with banks in other states if allowed by the applicable states’ laws. As a result of the Dodd-Frank Act, however, interstate branching is now permitted for all national- and state-chartered banks, provided that a state bank chartered by the state in which the branch is to be located would also be permitted to establish a branch.

The Bank’s business also is influenced by prevailing economic conditions and governmental policies, both foreign and domestic, and by the monetary and fiscal policies of the Federal Reserve. The Bank is not a member of the Federal Reserve. However, under the Federal Reserve’s regulations, all FDIC-insured banks must maintain average daily reserves against their transaction accounts. Currently, no reserves are required on the first $13.3 million of transaction accounts, but a bank must maintain reserves equal to 3.0% on aggregate balances between $13.3 million and $89.0 million, and reserves equal to 10.0% on aggregate balances in excess of $89.0 million. The Federal Reserve may adjust these percentages from time to time. Because the Bank’s reserves must be maintained in the form of vault cash or in an account at a Federal Reserve Bank or with a qualified correspondent bank, one effect of the reserve requirement is to reduce the amount of the bank’s assets that are available for lending and other investment activities. The Federal Reserve’s actions and policy directives determine to a significant degree the cost and availability of funds the Bank obtains from money market sources for lending and investing, and they also influence, directly and indirectly, the rates of interest the bank pays on time and savings deposits and the rates it charges on commercial bank loans.

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Dodd-Frank Act. During 2010, the bank regulatory landscape was dramatically changed by the Dodd-Frank Act which was enacted on July 21, 2010 and which implements far-reaching regulatory reform. Among its many significant provisions, the Dodd-Frank Act:

·• established the Financial Stability Oversight Counsel made up of the heads of the various bank regulatory and other agencies to identify and respond to risks to U.S. financial stability arising from ongoing activities of large financial companies;

·• established centralized responsibility for consumer financial protection by creating a new Consumer Financial Protection Bureau which will be responsible for implementing, examining and enforcing compliance with federal consumer financial laws with respect to financial institutions with over $10 billion in assets;

·• required that banking agencies establish for most bank holding companies the same leverage and risk-based capital requirements as apply to insured depository institutions, and that bank holding companies and banks be well-capitalized and well managed in order to acquire banks located outside their home states;

·• prohibits bank holding companies from including new trust preferred securities in their Tier 1 capital and, beginning with a three-year phase-in period on January 1, 2013, requires bank holding companies with assets over $15 billion to deduct existing trust preferred securities from their Tier 1 capital;

·• required the FDIC to set a minimum DIF reserve ratio of 1.35% and that the DIF reserve ratio be increased to that level by September 30, 2020; that FDIC off-set the effect of the higher minimum ratio on insured depository institutions with assets of less than $10 billion; and that FDIC change the assessment base used for calculating insurance assessments from the amount of insured deposits to average consolidated total assets minus average tangible equity;

·• established a permanent $250,000 limit for federal deposit insurance and repealed the federal prohibition on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts;

· amended the Electronic Fund Transfer Act to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that those fees be reasonable and proportional to the actual cost of a transaction to the issuer; and16

·• ~~required~~amended ~~implementation~~the ofElectronic ~~various~~Fund ~~corporate~~Transfer ~~governance~~Act ~~processes~~to, ~~affecting~~among ~~areas~~other ~~such~~things, asgive ~~executive~~the ~~compensation~~Federal ~~and~~Reserve ~~proxy~~the ~~access~~authority to establish rules regarding interchange fees charged for electronic debit transactions by ~~shareholders.~~payment card issuers having assets over $10 billion and to enforce a new statutory requirement that those fees be reasonable and proportional to the actual cost of a transaction to the issuer; and

•

required implementation of various corporate governance processes affecting areas such as executive compensation and proxy access by shareholders.

Many provisions of the Dodd-Frank Act are subject to rulemaking by bank regulatory agencies and the SEC and will take effect over time, making it difficult to anticipate the overall financial impact on financial institutions and consumers. However, many provisions in the Dodd-Frank Act (including those permitting the payment of interest on demand deposits and restricting interchange fees) are likely to increase expenses and reduce revenues for all financial institutions.

Consumer Financial Protection Bureau (“CFPB”). The Dodd-Frank Act created a new, independent federal agency, the CFPB, which was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the laws referenced above, fair lending laws and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, their service providers and certain non-depository entities such as debt collectors and consumer reporting agencies. Although the Bank has less than $10 billion in assets, the impact of the formation of the CFPB has caused a ripple effect across all bank regulatory agencies, and placed a renewed focus on consumer protection and compliance efforts.

For examples of this new authority, the CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. The Dodd-Frank Act authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, the Dodd-Frank Act allows borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

The CFPB has concentrated much of its rulemaking efforts on a variety of mortgage-16related topics required under the Dodd-Frank Act, including mortgage origination disclosures, minimum underwriting standards and ability to repay, high-cost mortgage lending, and servicing practices. During 2012, the CFPB issued three proposed rulemakings covering loan origination and servicing requirements, which were finalized in January 2013, along with other rules on mortgages. The escrow and loan originator compensation rules became effective in June 2013. The ability to repay and qualified mortgage standards rules, as well as the mortgage servicing rules, became effective in January 2014. A final rule integrating disclosures required by the Truth in Lending Act and the Real Estate Settlement and Procedures Act also became effective in January 2014. We continue to analyze the impact that such rules may have on our business model, particularly with respect to our mortgage banking division.

The CFPB has concentrated much of its rulemaking efforts on a variety of mortgage-related topics required under the Dodd-Frank Act, including mortgage origination disclosures, minimum underwriting standards and ability to repay, high-cost mortgage lending, and servicing practices. During 2012, the CFPB issued three proposed rulemakings covering loan origination and servicing requirements, which were finalized in January 2013, along with other rules on mortgages. The escrow and loan originator compensation rules are scheduled to become effective in June 2013. The ability to repay and qualified mortgage standards rules, as well as the mortgage servicing rules, became effective in January 2014. A final rule integrating disclosures required by the Truth in Lending Act and the Real Estate Settlement and Procedures Act also became effective in January 2014. We continue to analyze the impact that such rules may have on our business model, particularly with respect to our mortgage banking division.

Restrictions on Payment of Dividends. Under South Carolina law, the Bank is authorized to upstream to the Company, by way of a cash dividend, up to 100% of the Bank’s net income in any calendar year without obtaining the prior approval of the SC State Board, provided that the Bank received a CAMELS composite rating of one or two at the last examination conducted by a state or federal regulatory authority. All other cash dividends require prior approval by the SC State Board. South Carolina law requires each state nonmember bank to maintain the same reserves against deposits as are required for a state member bank under the Federal Reserve Act. This requirement is not expected to limit the ability of the Bank to pay dividends on its common stock.

The payment of dividends by the Bank may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. If, in the opinion of the FDIC, the Bank was engaged in or about to engage in an unsafe or unsound practice, the FDIC could require, after notice and a hearing, that the Bank stop or refrain from engaging in the practice. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991, a depository institution may not pay any dividend if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. The Bank’s payment of dividends also could be affected or limited by other factors, such as events or circumstances which lead the FDIC to require (as further described below) that it maintain capital in excess of regulatory guidelines.

In the future, the Bank’s ability to declare and pay cash dividends will be subject to regulatory considerations as well as its board of directors’ evaluation of the Bank’s operating results, capital levels, financial condition, future growth plans, general business and economic conditions, and tax and other relevant considerations. See "Supervision and Regulation—Memoranda of Understanding" above.

Regulatory Guidance on “CRE” Lending Concentrations. During 2006, the FDIC and other federal banking regulators issued guidance for sound risk management for financial institutions whose loan portfolios are deemed to have significant concentrations in commercial real estate (“CRE”). In March 2008, the FDIC and other federal banking regulators issued further guidance on applying these principles in the current real estate lending environment, and they noted particular concern about construction and development loans. The banking regulators have indicated that this guidance does not set strict limitations on the amount or percentage of CRE within any given loan portfolio, and that they also will examine risk indicators in banks which have amounts or percentages of CRE below the thresholds. However, if a bank’s CRE exceeds these thresholds or if other risk indicators are present, the FDIC and other federal banking regulators may require additional reporting and analysis to document management’s evaluation of the potential additional risks of such concentration and the impact of any mitigating factors. The March 2008 supplementary guidance stated that banks with significant CRE concentrations should maintain or implement processes to:

·• increase and maintain strong capital levels;

·• ensure that their loan loss allowances are appropriately strong;

·• closely manage their CRE and construction and development loan portfolios;

·• maintain updated financial and analytical information about borrowers and guarantors; and

·• bolster their workout infrastructure for problem loans.

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It is possible that regulatory constraints associated with this guidance could adversely affect the Bank’s ability to grow CRE assets, and they also could increase the costs of monitoring and managing this component of the bank’s loan portfolio.

Capital Adequacy. The Bank is required to comply with the FDIC’s capital adequacy standards for insured banks. The FDIC has issued risk-based capital and leverage capital guidelines for measuring capital adequacy, and all applicable capital standards must be satisfied for the Bank to be considered in compliance with regulatory capital requirements.

Under the FDIC’s risk-based capital measure, the minimum ratio (“Total Capital Ratio”) of the Bank’s total capital (“Total Capital”) to its risk-weighted assets (including various off-balance-sheet items, such as standby letters of credit) is 8.0%. At least half of Total Capital must be composed of “Tier 1 Capital.” Tier 1 Capital includes common equity, undivided profits, minority interests in the equity accounts of consolidated subsidiaries, qualifying noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less goodwill and various other intangible assets. The remainder of Total Capital may consist of “Tier 2 Capital” which includes certain subordinated debt, certain hybrid capital instruments and other qualifying preferred stock, and a limited amount of loan loss reserves. A bank that does not satisfy minimum capital requirements may be required to adopt and implement a plan acceptable to its federal banking regulator to achieve an adequate level of capital.

Under the leverage capital measure, the minimum ratio (“Leverage Capital Ratio”) of Tier 1 Capital to average assets, less goodwill and various other intangible assets, generally is 4.0%. The FDIC’s guidelines also provide that banks experiencing internal, growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum levels without significant reliance on intangible assets, and a bank’s “Tangible Leverage Ratio” (determined by deducting all intangible assets) and other indicators of a bank’s capital strength also are taken into consideration by banking regulators in evaluating proposals for expansion or new activities.

The FDIC also considers interest rate risk (arising when the interest rate sensitivity of the Bank’s assets does not match the sensitivity of its liabilities or its off-balance-sheet position) in the evaluation of the bank’s capital adequacy. Banks with excessive interest rate risk exposure are required to hold additional amounts of capital against their exposure to losses resulting from that risk. Through the risk-weighting of assets, the regulators also require banks to incorporate market risk components into their risk-based capital. Under these market risk requirements, capital is allocated to support the amount of market risk related to a bank’s lending and trading activities.

The Bank’s capital categories are determined solely for the purpose of applying the “prompt corrective action” rules described below and they are not necessarily an accurate representation of its overall financial condition or prospects for other purposes. A failure to meet the capital guidelines could subject the Bank to a variety of enforcement actions under those rules, including the issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on the taking of brokered deposits, and other restrictions on its business. As described below, the FDIC also can impose other substantial restrictions on banks that fail to meet applicable capital requirements.

Basel III Capital Standards. In December 2010, the Basel Committee on Banking Supervision, an international forum for cooperation on banking supervisory matters, announced the “Basel III” capital standards, which substantially revised the existing capital requirements for banking organizations. Modest revisions were made in June 2011. The Basel III standards operate in conjunction with portions of standards previously released by the Basel Committee and commonly known as “Basel II” and “Basel 2.5.” On June 7, 2012, the Federal Reserve, the Office of the Comptroller of the Currency (the “OCC”), and the FDIC requested comment on these proposed rules that, taken together, would implement the Basel regulatory capital reforms through what we refer to herein as the “Basel III capital framework.”

On July 2, 2013, the Federal Reserve adopted a final rule for the Basel III capital framework and, on July 9, 2013, the OCC also adopted a final rule and the FDIC adopted the same provisions in the form of an “interim” final rule. The rule will apply to all national and state banks (such as the Bank) and savings associations and most bank holding companies and savings and loan holding companies, which we collectively refer to herein as “covered” banking organizations. Bank holding companies with less than $500 million in total consolidated assets, such as the Company, are not subject to the final rule, nor are savings and loan holding companies substantially engaged in commercial activities or insurance underwriting. The requirements in the rule begin to phase in on January 1, 2015 for covered banking organizations such as the Company. The requirements in the rule will be fully phased in by January 1, 2019.

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The rule imposes higher risk-based capital and leverage requirements than those currently in place. Specifically, the rule imposes the following minimum capital requirements:

a new common equity Tier 1 risk-based capital ratio of 4.5%;

a Tier 1 risk-based capital ratio of 6% (increased from the current 4% requirement);

a total risk-based capital ratio of 8% (unchanged from current requirements); and

a leverage ratio of 4% (currently 3% for depository institutions with the highest supervisory composite rating and 4% for other depository institutions).

Under the rule, Tier 1 capital is redefined to include two components: Common Equity Tier 1 capital and additional Tier 1 capital. The new and highest form of capital, Common Equity Tier 1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital includes other perpetual instruments historically included in Tier 1 capital, such as non-cumulative perpetual preferred stock. The rule permits bank holding companies with less than $15 billion in total consolidated assets to continue to include trust preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 capital, but not in Common Equity Tier 1 capital, subject to certain restrictions. Tier 2 capital consists of instruments that currently qualify in Tier 2 capital plus instruments that the rule has disqualified from Tier 1 capital treatment.

In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three measurements (Common Equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer will be phased in incrementally over time, becoming fully effective on January 1, 2019, and will consist of an additional amount of common equity equal to 2.5% of risk-weighted assets.

The current capital rules require certain deductions from or adjustments to capital. The final rule retains many of these deductions and adjustments and also provides for new ones. As a result, deductions from Common Equity Tier 1capital will be required for goodwill (net of associated deferred tax liabilities); intangible assets such as non-mortgage servicing assets and purchased credit card relationships (net of associated deferred tax liabilities); deferred tax assets that arise from net operating loss and tax credit carryforwards (net of any related valuations allowances and net of deferred tax liabilities); any gain on sale in connection with a securitization exposure; any defined benefit pension fund net asset (net of any associated deferred tax liabilities) held by a bank holding company (this provision does not apply to a bank or savings association); the aggregate amount of outstanding equity investments (including retained earnings) in financial subsidiaries; and identified losses. Other deductions will be necessary from different levels of capital.19

The current capital rules require certain deductions from or adjustments to capital. The final rule retains many of these deductions and adjustments and also provides for new ones. As a result, deductions from Common Equity Tier 1 capital will be required for goodwill (net of associated deferred tax liabilities); intangible assets such as non-mortgage servicing assets and purchased credit card relationships (net of associated deferred tax liabilities); deferred tax assets that arise from net operating loss and tax credit carryforwards (net of any related valuations allowances and net of deferred tax liabilities); any gain on sale in connection with a securitization exposure; any defined benefit pension fund net asset (net of any associated deferred tax liabilities) held by a bank holding company (this provision does not apply to a bank or savings association); the aggregate amount of outstanding equity investments (including retained earnings) in financial subsidiaries; and identified losses. Other deductions will be necessary from different levels of capital.

Additionally, the final rule provides for the deduction of three categories of assets: (i) deferred tax assets arising from temporary differences that cannot be realized through net operating loss carrybacks (net of related valuation allowances and of deferred tax liabilities), (ii) mortgage servicing assets (net of associated deferred tax liabilities) and (iii) investments in more than 10% of the issued and outstanding common stock of unconsolidated financial institutions (net of associated deferred tax liabilities). The amount in each category that exceeds 10% of Common Equity Tier 1 capital must be deducted from Common Equity Tier 1 capital. The remaining, non-deducted amounts are then aggregated, and the amount by which this total amount exceeds 15% of Common Equity Tier 1 capital must be deducted from Common Equity Tier 1 capital. Amounts of minority investments in consolidated subsidiaries that exceed certain limits and investments in unconsolidated financial institutions may also have to be deducted from the category of capital to which such instruments belong.

Accumulated other comprehensive income (“AOCI”) is presumptively included in Common Equity Tier 1 capital and often would operate to reduce this category of capital. The final rule provides a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI. The final rule also has the effect of increasing capital requirements by increasing the risk weights on certain assets, including high volatility commercial real estate, mortgage servicing rights not includable in Common Equity Tier 1 capital, equity exposures, and claims on securities firms, that are used in the denominator of the three risk-based capital ratios.

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The ultimate impact of the rule on the Bank is currently being reviewed and is dependent upon when certain requirements of the rule will be fully phased in. While the rule contains several provisions that would affect the mortgage lending business, at this point we cannot determine the ultimate effect that the rule will have upon our earnings or financial position.

Volcker Rule. Section 619 of the Dodd-Frank Act, known as the “Volcker Rule,” prohibits any bank, bank holding company, or affiliate (referred to collectively as “banking entities”) from engaging in two types of activities: “proprietary trading” and the ownership or sponsorship of private equity or hedge funds that are referred to as “covered funds.” On December 10, 2013, our primary federal regulators, the Federal Reserve and the FDIC, together with other federal banking agencies and the SEC and the Commodity Futures Trading Commission, finalized a regulation to implement the Volcker Rule. The deadline for compliance with the Volcker Rule is July 21, 2015.

Proprietary trading includes the purchase or sale as principal of any security, derivative, commodity future, or option on any such instrument for the purpose of benefitting from short-term price movements or realizing short-term profits. Exceptions apply, however. Trading in U.S. Treasuries, obligations or other instruments issued by a government sponsored enterprise, state or municipal obligations, or obligations of the FDIC is permitted. A banking entity also may trade for the purpose of managing its liquidity, provided that it has a bona fide liquidity management plan. Trading activities as agent, broker or custodian; through a deferred compensation or pension plan; as trustee or fiduciary on behalf of customers; in order to satisfy a debt previously contracted; or in repurchase and securities lending agreements are permitted. Additionally, the Volcker Rule permits banking entities to engage in trading that takes the form of risk-mitigating hedging activities.

The covered funds that a banking entity may not sponsor or hold on ownership interest in are, with certain exceptions, funds that are exempt from registration under the Investment Company Act of 1940 because they either have 100 or fewer investors or are owned exclusively by “qualified investors” (generally, high net worth individuals or entities). Wholly owned subsidiaries, joint ventures and acquisition vehicles, foreign pension or retirement funds, insurance company separate accounts (including bank-owned life insurance), public welfare investment funds, and entities formed by the FDIC for the purpose of disposing of assets are not covered funds, and a bank may invest in them. Most securitizations also are not treated as covered funds.

The regulation as issued on December 10, 2013, treated collateralized debt obligations backed by trust preferred securities as covered funds and accordingly subject to divestiture. In an interim final rule issued on January 14, 2014, the agencies exempted collateralized debt obligations (“CDOs”) issued before May 19, 2010, that were backed by trust preferred securities issued before the same date by a bank with total consolidated assets of less than $15 billion or by a mutual holding company and that the bank holding the CDO interest had purchased before December 10, 2013, from the Volcker Rule prohibition. This exemption does not extend to CDOs backed by trust-preferred securities issued by an insurance company.

Prompt Corrective Action. Federal law establishes a system of prompt corrective action to resolve the problems of undercapitalized banks. Under this system, the FDIC has established five capital categories (“well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized”) and is required to take various mandatory supervisory actions, and is authorized to take other discretionary actions with respect to banks in the three undercapitalized categories. The severity of any such actions taken will depend upon the capital category in which a bank is placed. Generally, subject to a narrow exception, current federal law requires the FDIC to appoint a receiver or conservator for a bank that is critically undercapitalized.

Under the FDIC’s prompt corrective action rules, a bank that (1) has a Total Capital Ratio of 10.0% or greater, a Tier 1 Capital Ratio of 6.0% or greater, and a Leverage Ratio of 5.0% or greater, and (2) is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the FDIC, is considered to be “well capitalized.” A bank with a Total Capital Ratio of 8.0% or greater, a Tier 1 Capital Ratio of 4.0% or greater, and a Leverage Ratio of 4.0% or greater, is considered to be “adequately capitalized.” A bank that has a Total Capital Ratio of less than 8.0%, a Tier 1 Capital Ratio of less than 4.0%, or a Leverage Ratio of less than 4.0%, is considered to be “undercapitalized.” A bank that has a Total Capital Ratio of less than 6.0%, a Tier 1 Capital Ratio of less than 3.0%, or a Leverage Ratio of less than 3.0%, is considered to be “significantly undercapitalized,” and a bank that has a tangible equity capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.” For purposes of these rules, the term “tangible equity” includes core capital elements counted as Tier 1 Capital for purposes of the risk-based capital standards, plus the amount of outstanding cumulative perpetual preferred stock (including related surplus), minus all intangible assets (with various exceptions). A bank may be considered to be in a capitalization category lower than indicated by its actual capital position if it receives an unsatisfactory examination rating or is subject to a regulatory action that requires heightened levels of capital.

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A bank that becomes “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized” is required to submit an acceptable capital restoration plan to the FDIC. An “undercapitalized” bank also is generally prohibited from increasing its average total assets, making acquisitions, establishing new branches, or engaging in any new line of business, except in accordance with an accepted capital restoration plan or with the approval of the FDIC. Also, the FDIC may treat an “undercapitalized” bank as being “significantly undercapitalized” if it determines that those actions are necessary to carry out the purpose of the law.

At December 31, ~~2013~~2014, all of the Bank’s capital ratios were at levels that would qualify it to be “well capitalized” for regulatory purposes.

As further described under “Basel III Capital Standards,” the Basel Committee released in June 2011 a revised framework for the regulation of capital and liquidity of internationally active banking organizations. The new framework is generally referred to as “Basel III”. As discussed above, when full phased in, Basel III will require certain bank holding companies and their bank subsidiaries to maintain substantially more capital, with a greater emphasis on common equity. On July 7, 2013, the Federal Reserve adopted a final rule implementing the Basel III standards and complementary parts of Basel II and Basel 2.5. On July 9, 2013, the OCC also adopted a final rule and the FDIC adopted the same provisions in the form of an “interim” final rule.

Powers of the FDIC in Connection with the Insolvency of an Insured Depository Institution. Under the FDIA, if any insured depository institution becomes insolvent and the FDIC is appointed as its conservator or receiver, the FDIC may disaffirm or repudiate any contract or lease to which the institution is a party which it determines to be burdensome, and the disaffirmance or repudiation of which is determined to promote the orderly administration of the institution’s affairs. The disaffirmance or repudiation of any of the Bank’s obligations would result in a claim of the holder of that obligation against the conservatorship or receivership. The amount paid on that claim would depend upon, among other factors, the amount of conservatorship or receivership assets available for the payment of unsecured claims and the priority of the claim relative to the priority of other unsecured creditors and depositors.

In its resolution of the problems of an insured depository institution in default or in danger of default, the FDIC generally is required to satisfy its obligations to insured depositors at the least possible cost to the deposit insurance funds. In addition, the FDIC may not take any action that would have the effect of increasing the losses to the deposit insurance funds by protecting depositors for more than the insured portion of deposits or creditors other than depositors. The FDIA authorizes the FDIC to settle all uninsured and unsecured claims in the insolvency of an insured bank by making a formal settlement payment after the declaration of insolvency as full payment and disposition of the FDIC’s obligations to claimants. The rate of the formal settlement payments will be a percentage rate determined by the FDIC reflecting an average of the FDIC’s receivership recovery experience.

Federal Deposit Insurance and Assessments. The Bank’s deposits are insured by the FDIC to the full extent provided in the FDIA, and the bank pays assessments to the FDIC for that insurance coverage. The Dodd-Frank Act established a permanent $250,000 limit for federal deposit insurance coverage. The FDIC may terminate the Bank’s deposit insurance if it finds that the bank has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated applicable laws, regulations, rules or orders.

Under FDIA, the FDIC uses a revised risk-based assessment system to determine the amount of the Bank’s deposit insurance assessment based on an evaluation of the probability that the DIF will incur a loss with respect to the bank. That evaluation takes into consideration risks attributable to different categories and concentrations of the Bank’s assets and liabilities and any other factors the FDIC considers to be relevant, including information obtained from the Commissioner. A higher assessment rate results in an increase in the assessments the Bank pays to the FDIC for deposit insurance.

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The FDIC is responsible for maintaining the adequacy of the DIF, and the amount the Bank pays for deposit insurance is influenced not only by the assessment of the risk it poses to the DIF, but also by the adequacy of the insurance fund at any time to cover the risk posed by all insured institutions. Because the DIF reserve ratio had fallen below the minimum level required by law, during 2008 the FDIC adopted a restoration plan to return the reserve ratio to the minimum level and, during 2009, it imposed a special assessment on insured institutions, increased regular assessment rates, and required that insured institutions prepay their regular quarterly assessments through 2012. More recently, as required by the Dodd-Frank Act, the FDIC has increased the minimum DIF reserve ratio to 1.35% which might be achieved by September 30, 2020. Although the Dodd-Frank Act requires the FDIC to offset the effect of the higher minimum ratio on insured depository institutions with assets of less than $10 billion, FDIC insurance assessments could be increased substantially in the future if the FDIC finds such an increase to be necessary in order to adequately maintain the insurance fund.

Community Reinvestment. Under the Community Reinvestment Act (the “CRA”), an insured institution has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for banks, nor does it limit a bank’s discretion to develop, consistent with the CRA, the types of products and services that it believes are best suited to its particular community. The CRA requires the federal banking regulators, in connection with their examinations of insured banks, to assess the banks’ records of meeting the credit needs of their communities, using the ratings of “outstanding,” “satisfactory,” “needs to improve,” or “substantial noncompliance,” and to take that record into account in its evaluation of various applications by those banks. All banks are required to publicly disclose their CRA performance ratings. The Bank received a “Satisfactory” rating in its most recent CRA examination.

Allowance for Loan and Lease Losses. The Allowance for Loan and Lease Losses (the “ALLL”) represents one of the most significant estimates in the Bank’s financial statements and regulatory reports. Because of its significance, the Bank has developed a system by which it develops, maintains, and documents a comprehensive, systematic, and consistently applied process for determining the amounts of the ALLL and the provision for loan and lease losses. The Interagency Policy Statement on the Allowance for Loan and Lease Losses, issued on December 13, 2006, encourages all banks to ensure controls are in place to consistently determine the ALLL in accordance with Generally Accepted Accounting Principles (“GAAP”), the Bank’s stated policies and procedures, management’s best judgment, and relevant supervisory guidance. Consistent with supervisory guidance, the Bank maintains a prudent and conservative, but not excessive, ALLL, that is at a level that is appropriate to cover estimated credit losses on individually evaluated loans determined to be impaired as well as estimated credit losses inherent in the remainder of the loan and lease portfolio. The Bank’s estimate of credit losses reflects consideration of all significant factors that affect the collectability of the portfolio as of the evaluation date.

Commercial Real Estate Lending. The Bank’s lending operations may be subject to enhanced scrutiny by federal banking regulators based on its concentration of commercial real estate loans. On December 6, 2006, the federal banking regulators issued final guidance to remind financial institutions of the risk posed by commercial real estate (“CRE”) lending concentrations. CRE loans generally include land development, construction loans, and loans secured by multifamily property, and non-farm, nonresidential real property where the primary source of repayment is derived from rental income associated with the property. The guidance prescribes the following guidelines for its examiners to help identify institutions that are potentially exposed to significant CRE risk, including concentrations in certain types of CRE that may warrant greater supervisory scrutiny:

·• total reported loans for construction, land development, and other land represent 100% or more of the institutions total capital, or

·• total commercial real estate loans represent 300% or more of the institution’s total capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50% or more.

Restrictions on Transactions with Affiliates. The Bank is subject to the provisions of Sections 23A and 23B of the Federal Reserve Act which restrict a bank’s ability to enter into certain types of transactions with its “affiliates,” including its parent holding company or any subsidiaries of its parent company. Among other things, Section 23A limits on the amount of:

·• a bank’s loans or extensions of credit to, or investment in, its affiliates;

·• assets a bank may purchase from affiliates, except for real and personal property exempted by the Federal Reserve;

·• the amount of loans or extensions of credit by a bank to third parties which are collateralized by the securities or obligations of the bank’s affiliates; and

~~-22-~~• a bank’s guarantee, acceptance or letter of credit issued on behalf of one of its affiliates.

· a bank’s guarantee, acceptance or letter of credit issued on behalf of one of its affiliates.

Transactions of the type described above are limited in amount, as to any one affiliate, to 10% of a bank’s capital and surplus and, as to all affiliates combined, to 20% of a bank’s capital and surplus. In addition to the amount limitations, each of the above transactions must also meet specified collateral requirements. The Bank also must comply with other provisions designed to avoid the taking of low-quality assets from an affiliate.

Section 23B, among other things, prohibits a bank or its subsidiaries generally from engaging in transactions with its affiliates unless the transactions are on terms substantially the same, or at least as favorable to the bank or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Federal law also places restrictions on the Bank’s ability to extend credit to its executive officers, directors, principal shareholders and their related interests. These extensions of credit:

·• must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated third parties; and

·• must not involve more than the normal risk of repayment or present other unfavorable features.

USA Patriot Act of 2001. The USA Patriot Act of 2001 (the “Patriot Act”) strengthened the ability of U.S. law enforcement and the intelligence community to work cohesively to combat terrorism on a variety of fronts. The Patriot Act’s impact on financial institutions has been significant and wide ranging. The Patriot Act contains sweeping anti-money laundering and financial transparency laws and requires various regulations, including standards for verifying customer identification when accounts are opened, and rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering.

Other Regulations. Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. Our loan operations will be subject to federal laws applicable to credit transactions, such as the:

·• Federal Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

· Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;23

·• ~~Equal~~Home ~~Credit~~Mortgage ~~Opportunity~~Disclosure Act of 1975, ~~prohibiting~~requiring ~~discrimination~~financial oninstitutions to provide information to enable the ~~basis~~public ofand ~~race,~~public ~~creed,~~officials orto ~~other~~determine ~~prohibited~~whether ~~factors~~a infinancial ~~extending~~institution ~~credit~~is fulfilling its obligation to help meet the housing needs of the community it serves;

·• ~~Fair~~Equal Credit ~~Reporting~~Opportunity Act ~~of 1978~~, asprohibiting ~~amended~~discrimination byon the ~~Fair~~basis ~~and~~of ~~Accurate Credit Transactions Act~~race, ~~governing the use and provision of information to credit reporting agencies~~creed, ~~certain~~or ~~identity~~other ~~theft~~prohibited ~~protections,~~factors ~~and~~in ~~certain~~extending credit ~~and other disclosures~~;

·• Fair ~~Debt~~Credit ~~Collection~~Reporting Act of 1978, ~~governing~~as amended by the ~~manner~~Fair inand ~~which~~Accurate ~~consumer~~Credit ~~debts~~Transactions ~~may~~Act, begoverning ~~collected~~the byuse ~~collection~~and provision of information to credit reporting agencies, certain identity theft protections, and certain credit and other disclosures;

·• ~~Soldiers’~~Fair ~~and~~Debt ~~Sailors’~~Collection ~~Civil Relief~~ Act ~~of 1940~~, ~~as amended by the Servicemembers’ Civil Relief Act,~~ governing the ~~repayment~~manner ~~terms~~in ~~of,~~which ~~and~~consumer ~~property~~debts ~~rights~~may ~~underlying,~~be ~~secured~~collected ~~obligations~~by ofcollection ~~persons currently on active duty with the United States military~~agencies;

·• ~~Talent~~Soldiers’ ~~Amendment~~and inSailors’ ~~the~~Civil ~~2007~~Relief ~~Defense~~Act ~~Authorization~~of ~~Act~~1940, ~~establishing~~as aamended ~~36%~~by ~~annual~~the ~~percentage~~Servicemembers’ ~~rate~~Civil ~~ceiling~~Relief Act, ~~which~~governing ~~includes~~the arepayment ~~variety~~terms of, ~~charges~~and ~~including~~property ~~late~~rights ~~fees~~underlying, ~~for~~secured ~~consumer~~obligations ~~loans~~of topersons ~~military~~currently ~~service~~on ~~members~~active ~~and~~duty ~~their~~with ~~dependents;~~the ~~and~~United States military;

·• ~~rules~~Talent ~~and~~Amendment ~~regulations~~in of the ~~various~~2007 ~~federal~~Defense ~~banking~~Authorization ~~regulators~~Act, ~~charged~~establishing ~~with~~a ~~the~~36% ~~responsibility~~annual percentage rate ceiling, which includes a variety of ~~implementing~~charges ~~these~~including ~~federal~~late ~~laws.~~fees, for consumer loans to military service members and their dependents; and

•

rules and regulations of the various federal banking regulators charged with the responsibility of implementing these federal laws.

The Bank’s deposit operations are subject to federal laws applicable to depository accounts, such as:

·• Truth-In-Savings Act, requiring certain disclosures of consumer deposit accounts;

~~-23-~~• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

·• ~~Right~~Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve to ~~Financial~~implement ~~Privacy~~that ~~Act~~act, which ~~imposes~~govern aautomatic ~~duty~~deposits to ~~maintain~~and ~~confidentiality~~withdrawals offrom ~~consumer~~deposit ~~financial~~accounts ~~records~~ and ~~prescribes~~customers’ ~~procedures~~rights ~~for~~and ~~complying~~liabilities ~~with~~arising ~~administrative~~from ~~subpoenas~~the use of ~~financial~~automated ~~records~~teller machines and other electronic banking services;

·• ~~Electronic~~International ~~Funds~~Money ~~Transfer~~Laundering ~~Act~~Abatement and ~~Regulation~~Financial EAnti-Terrorism ~~issued~~Act byof ~~the Federal Reserve to implement that act~~2001, which ~~govern~~sets ~~automatic~~forth ~~deposits~~anti-money tolaundering ~~and~~measures ~~withdrawals~~affecting ~~from~~insured ~~deposit~~depository ~~accounts~~institutions, ~~and~~broker-dealers, ~~customers’ rights~~ and ~~liabilities arising from the use of automated teller machines and~~ other ~~electronic~~financial ~~banking services~~institutions; and

·• ~~International~~rules ~~Money Laundering Abatement~~ and ~~Financial~~regulations ~~Anti-Terrorism Act~~ of ~~2001,~~the ~~which~~various ~~sets~~federal ~~forth~~banking ~~anti-money~~regulators ~~laundering~~charged ~~measures~~with ~~affecting~~the ~~insured~~responsibility ~~depository~~of ~~institutions,~~implementing ~~broker-dealers,~~these ~~and~~federal ~~other financial institutions; and~~laws.

· rules and regulations of the various federal banking regulators charged with the responsibility of implementing these federal laws.

Limitations on Senior Executive Compensation. In June 2010, federal banking regulators issued guidance designed to help ensure that incentive compensation policies at banking organizations do not encourage excessive risk-taking or undermine the safety and soundness of the organization. In connection with this guidance, the regulatory agencies announced that they will review incentive compensation arrangements as part of the regular, risk-focused supervisory process. Regulatory authorities may also take enforcement action against a banking organization if its incentive compensation arrangement or related risk management, control, or governance processes pose a risk to the safety and soundness of the organization and the organization is not taking prompt and effective measures to correct the deficiencies. To ensure that incentive compensation arrangements do not undermine safety and soundness at insured depository institutions, the incentive compensation guidance sets forth the following key principles:

incentive compensation arrangements should provide employees incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose the organization to imprudent risk;

incentive compensation arrangements should be compatible with effective controls and risk management; and

incentive compensation arrangements should be supported by strong corporate governance, including active and effective oversight by the board of directors.

As the Company’s Series A and Series B Preferred Stock was sold to unaffiliated third-party purchasers in March 2013, the Company is generally no longer subject to limitations on executive compensation pursuant to regulations issued as part of the TARP CPP.

Proposed Legislation and Regulatory Action. New regulations and statutes are regularly proposed that contain wide-ranging proposals for altering the structures, regulations, and competitive relationships of financial institutions operating and doing business in the United States. We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute.

Effect of Governmental Monetary Policies. The Bank’s earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve’s monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve, including its ongoing “Quantitative Easing” program, affect the levels of bank loans, investments, and deposits through its control over the issuance of United States government securities, its regulation of the discount rate applicable to member banks, and its influence over reserve requirements to which member banks are subject. The Bank cannot predict the nature or impact of future changes in monetary and fiscal policies.

~~-24-~~ITEM 1A. RISK FACTORS

An investment in our securities involves ~~ITEM~~risks. 1AIf any of the following risks or other risks, which have not been identified or which we may believe are immaterial or unlikely, actually occurs, our business, financial condition, and results of operations could be harmed. ~~RISK~~ ~~FACTORS~~In such a case, the value of our securities could decline, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

AnRisks ~~investment~~Related into ~~our securities involves risks. If any of~~ the ~~following~~Company’s risks or other risks, which have not been identified or which we may believe are immaterial or unlikely, actually occurs, our business, financial condition, and results of operations could be harmed. In such a case, the value of our securities could decline, and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.Business

We may experience increased delinquencies and credit losses, ~~Risks~~which ~~Related~~could tohave ~~the~~a ~~Company’s~~material ~~Business~~adverse effect on our capital, financial condition, and results of operations.

Like other lenders, Wewe face the risk that our customers will not repay their loans. A customer’s failure to repay us is usually preceded by missed monthly payments. In some instances, however, a customer may ~~experience~~declare ~~increased~~bankruptcy ~~delinquencies~~prior to missing payments, and, following a borrower filing bankruptcy, a lender’s recovery of the credit ~~losses~~extended is often limited. Since many of our loans are secured by collateral, we ~~which~~may ~~could~~attempt ~~have~~to aseize ~~material~~the ~~adverse~~collateral ~~effect~~when and if customers default on their loans. However, the value of the collateral may not equal the amount of the unpaid loan, and we may be unsuccessful in recovering the remaining balance from our ~~capital~~customers. The resolution of nonperforming assets, ~~financial~~including ~~condition~~the initiation of foreclosure proceedings, requires significant commitments of time from management and ~~results~~our directors, which can be detrimental to the performance of ~~operations~~their other responsibilities, and will expose the Company to additional legal costs and potential delays. Elevated levels of loan delinquencies and bankruptcies in our market area generally and among our customers specifically can be precursors of future charge-offs and may require us to increase our allowance for loan and lease losses. Higher charge-off rates, delays in the foreclosure process or in obtaining judgments against defaulting borrowers and an increase in our allowance for loan and lease losses may hurt our overall financial performance if we are unable to increase revenue to compensate for these losses and may also increase our cost of funds.

~~Like~~Our ~~other~~loan ~~lenders,~~portfolio ~~we face the risk that our customers will not repay their loans. A customer’s failure to repay us is usually preceded by missed monthly payments. In some instances~~mix, ~~however,~~which ahas ~~customer may declare bankruptcy prior to missing payments, and, following a borrower filing bankruptcy, a lender’s recovery of the credit extended is often limited. Since many of our~~ loans ~~are~~ secured by ~~collateral,~~real ~~we may attempt to seize the collateral when and if customers default on their loans. However~~estate, could ~~the~~result ~~value of the collateral may not equal the amount of the unpaid loan, and we may be unsuccessful~~ in ~~recovering~~increased ~~the~~credit ~~remaining~~risk balance from our customers. The resolution of nonperforming assets, including the initiation of foreclosure proceedings, requires significant commitments of time from management and our directors, which can be detrimental to the performance of their other responsibilities, and will expose the Company to additional legal costs and potential delays. Elevated levels of loan delinquencies and bankruptcies in ~~our~~a ~~market~~challenging ~~area generally and among our customers specifically can be precursors of future charge-offs and may require us to increase our allowance for loan and lease losses~~economy. Higher charge-off rates, delays in the foreclosure process or in obtaining judgments against defaulting borrowers and an increase in our allowance for loan and lease losses may hurt our overall financial performance if we are unable to increase revenue to compensate for these losses and may also increase our cost of funds.

Our loan portfolio ~~mix~~is concentrated in commercial real estate and commercial business loans. As of December 31, ~~which~~2014, ~~has~~approximately 76.86% of our loans receivable were secured by real estate. These types of loans generally are viewed as having more risk of default than certain other types of loans or investments. In fact, the FDIC has issued pronouncements alerting banks of its concern about heavy loan concentrations in certain types of commercial real estate loans, ~~could~~including acquisition, construction and development loans, and also by geographic segment. Because our loan portfolio contains commercial real estate and commercial business loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in our non-performing loans. An increase in non-performing loans could result in ~~increased~~a ~~credit~~loss ~~risk~~of earnings from these loans, an increase in the provision for loan losses, or an increase in loan charge-offs, any of which could have a ~~challenging~~material ~~economy~~adverse impact on our results of operations and financial condition.

~~Our~~Any ~~loan~~downturn ~~portfolio is concentrated~~ in ~~commercial~~the ~~real~~economies ~~estate~~or ~~and commercial business loans. As of December 31, 2013, approximately 81.45% of our loans receivable were secured by~~ real estate. values ~~These~~in ~~types~~the ofmarkets ~~loans~~we ~~generally~~serve ~~are~~could ~~viewed~~have asa ~~having~~material ~~more~~adverse ~~risk~~effect ofon ~~default~~both ~~than~~borrowers’ ~~certain~~ability ~~other~~to ~~types~~repay oftheir loans orand ~~investments. In fact,~~ the value ~~FDIC has issued pronouncements alerting banks~~ of ~~its~~the ~~concern about heavy loan concentrations in certain types of commercial~~ real ~~estate~~property ~~loans,~~securing ~~including~~such ~~acquisition, construction and development~~ loans~~, and also by geographic segment~~. ~~Because~~Our ~~our~~ability ~~loan~~to ~~portfolio~~recover ~~contains~~on ~~commercial~~defaulted ~~real estate and commercial business~~ loans ~~with~~would ~~relatively~~then ~~large~~be ~~balances~~diminished, ~~the~~and ~~deterioration~~we ofwould be ~~one~~more orlikely ato ~~few~~suffer of these loans may cause a significant increase in our non-performing loans. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, ~~or an increase in loan charge-offs, any of which could have a material adverse impact~~ on ~~our~~defaulted ~~results of operations and financial condition~~loans.

~~Any~~If ~~downturn~~our inallowance ~~the~~for ~~economies~~loan orlosses ~~real~~is ~~estate~~not ~~values~~sufficient ~~in the markets we serve could have a material adverse effect on both borrowers’ ability~~ to ~~repay~~cover actual ~~their~~loan ~~loans and the value of the real property securing such loans. Our ability to recover on defaulted loans would then be diminished~~losses, ~~and~~our weearnings ~~would~~could ~~be more likely to suffer losses on defaulted loans~~decrease.

Our success depends to a significant extent Ifupon the quality of our ~~allowance~~assets, ~~for~~particularly ~~loan~~loans. ~~losses~~In originating loans, there is ~~not~~a ~~sufficient~~substantial tolikelihood ~~cover~~that ~~actual~~we ~~loan~~will experience credit losses. The risk of loss will vary with, ~~our~~among ~~earnings~~other ~~could~~things, ~~decrease~~general economic conditions, the type of loan, the creditworthiness of the borrower over the term of the loan, and, in the case of a collateralized loan, the quality of the collateral for the loan.

Our ~~success~~loan ~~depends~~customers tomay anot ~~significant~~repay ~~extent~~their ~~upon~~loans according to the ~~quality~~terms of ~~our~~these ~~assets~~loans, ~~particularly~~and ~~loans. In~~the ~~originating~~collateral securing the payment of these loans, ~~there~~may isbe ainsufficient ~~substantial~~to ~~likelihood~~assure ~~that~~repayment. As a result, we ~~will~~may experience ~~credit~~significant loan losses~~. The~~, ~~risk~~which ofcould ~~loss~~have ~~will~~a ~~vary~~material ~~with,~~adverse ~~among~~effect ~~other~~on ~~things,~~our ~~general~~operating ~~economic~~results. Management makes ~~conditions,~~various assumptions and judgments about the ~~type~~collectability of our loan portfolio, including the creditworthiness of ~~the~~our ~~borrower~~borrowers and ~~over~~ the ~~term~~value of the ~~loan,~~real estate and, inother assets serving as collateral for the ~~case~~repayment of amany ~~collateralized~~of our loans. We maintain an allowance for loan, losses in an attempt to cover any loan losses that may occur. In determining the ~~quality~~size of the ~~collateral~~allowance, ~~for~~we rely ~~the~~on an analysis of our loan portfolio based on historical loss experience, volume and types of loans, trends in classification, volume and trends in delinquencies and non-accruals, national and local economic conditions, and other pertinent information.

-25-

~~Our~~If ~~loan~~our ~~customers~~assumptions ~~may~~are ~~not repay their loans according to the terms of these loans~~wrong, ~~and~~our ~~the~~current ~~collateral securing the payment of these loans~~ allowance may not be ~~insufficient~~sufficient to ~~assure~~cover ~~repayment. As~~future ~~a result, we may experience significant~~ loan losses, ~~which~~and ~~could~~we ~~have~~may aneed ~~material~~to ~~adverse~~make ~~effect~~adjustments onto ~~our~~allow ~~operating~~for ~~results. Management~~different ~~makes~~economic ~~various~~conditions or ~~assumptions~~adverse ~~and~~developments ~~judgments~~in ~~about the collectability of~~ our loan portfolio,. Material ~~including~~additions ~~the~~to ~~creditworthiness of~~ our ~~borrowers~~allowance ~~and~~would ~~the~~materially ~~value~~decrease ~~of the real estate and other assets serving as collateral for the repayment of many of~~ our ~~loans~~net income. We ~~maintain~~expect anour allowance ~~for~~to ~~loan~~continue ~~losses in an attempt~~ to ~~cover~~fluctuate ~~any~~throughout ~~loan~~2015; ~~losses~~however, ~~that~~given ~~may~~current ~~occur. In~~and ~~determining~~future ~~the size of the allowance~~market conditions, we ~~rely~~can onmake anno ~~analysis~~assurance ofthat our ~~loan~~allowance ~~portfolio~~will ~~based~~be onadequate ~~historical~~to ~~loss~~cover ~~experience,~~future ~~volume~~loan ~~and types of loans, trends in classification, volume and trends in delinquencies and non-accruals, national and local economic conditions, and other pertinent information~~losses.

IfIn ~~our assumptions are wrong~~addition, ~~our~~federal ~~current~~and ~~allowance~~state ~~may~~regulators ~~not~~periodically review beour ~~sufficient~~allowance tofor ~~cover future~~ loan losses, and we may ~~need~~require us to ~~make~~increase ~~adjustments~~our toprovision ~~allow~~ for ~~different~~loan ~~economic~~losses ~~conditions~~ or ~~adverse~~recognize ~~developments~~further ~~in our~~ loan ~~portfolio. Material~~charge-offs, based ~~additions~~on tojudgments ~~our~~different ~~allowance~~than ~~would~~those ~~materially~~of ~~decrease~~ our ~~net income~~management. We ~~expect~~Any increase in our allowance tofor ~~continue~~loan tolosses ~~fluctuate~~or ~~throughout~~loan ~~2014;~~charge-offs ~~however,~~as required ~~given~~by ~~current~~these ~~and~~regulators ~~future~~could ~~market~~have ~~conditions,~~a wenegative ~~can~~effect ~~make~~on ~~no assurance that~~ our ~~allowance~~operating ~~will be adequate to cover future loan losses~~results.

InThe ~~addition,~~amount ~~federal~~of ~~and~~other ~~state~~real ~~regulators~~estate ~~periodically~~owned ~~review our allowance for loan losses and~~ (“OREO”) may ~~require us to~~ increase ~~our provision for loan losses or recognize further loan charge-offs~~significantly, ~~based~~resulting ~~on judgments different than those of our management. Any increase~~ in ~~our~~additional ~~allowance for loan~~ losses, orand ~~loan~~costs ~~charge-offs~~and asexpenses ~~required~~that bywill ~~these~~negatively ~~regulators~~affect ~~could have a negative effect on~~ our ~~operating results~~operations.

At December 31, 2013, we had a total of $8.93 million of OREO, and at December 31, 2014, we had a total of $2.44 million of OREO, reflecting a $6.49 million or 72.64% decrease from year-end 2013 to year-end 2014. During this period, sales and write downs were $7.62 million and $66 thousand, respectively, while properties acquired through foreclosures totaled $1.20 million. The amount of ~~other~~OREO ~~real~~we ~~estate~~hold ~~owned~~may (“possibly increase throughout 2015. Any additional increase in losses and maintenance costs and expenses due to OREO”) may ~~increase~~have ~~significantly~~material adverse effects on our business, ~~resulting~~financial condition, and results of operations. Such effects may be particularly pronounced in ~~additional~~a ~~losses,~~market of reduced real estate values and excess inventory, which may make the disposition of OREO properties more difficult, increase maintenance costs and expenses, ~~that~~and ~~will~~may ~~negatively~~reduce ~~affect~~our ultimate realization from any OREO sales. In addition, we are required to reflect the fair market value of our OREO in our financial statements. If the OREO declines in value, we are required to recognize a loss in connection with continuing to hold the property. As a result, declines in the value of our OREO have a negative effect on our results of operations and financial condition.

AtOur ~~December~~use ~~31, 2012, we had a total~~ of ~~$15.29~~appraisals ~~million~~in ofdeciding ~~OREO,~~whether ~~and~~to atmake ~~December 31, 2013, we had~~ a ~~total~~loan ofon or ~~$8.93~~secured ~~million~~by ofreal ~~OREO,~~property ~~reflecting a $6.35 million~~ or ~~41.56%~~how ~~decrease from year-end 2012~~ to ~~year-end~~value ~~2013. During~~such ~~this~~loan period, sales and write downs were $6.28 million and $4.91 million, respectively, while properties acquired through foreclosures totaled $4.83 million. Due to the ongoing economic crisis, the amount of OREO we hold may possibly increase throughout 2014. Any additional increase in losses and maintenance costs and expenses due to OREO may have material adverse effects on our business, financial condition, and results of operations. Such effects may be particularly pronounced in a market of reduced real estate values and excess inventory, which may make the ~~disposition~~future ~~of OREO properties more difficult, increase maintenance costs and expenses, and~~ may ~~reduce~~not ~~our~~accurately ~~ultimate~~describe ~~realization from any OREO sales. In addition, we are required to reflect~~ the ~~fair~~net ~~market~~ value of ~~our OREO in our financial statements. If~~ the ~~OREO~~real ~~declines~~property collateral inthat ~~value,~~ we ~~are~~can ~~required to recognize a loss in connection with continuing to hold the property~~realize. As ~~a result, declines in the value of our OREO have a negative effect on our results of operations and financial condition.~~

~~Our~~In ~~use~~considering ~~of appraisals in deciding~~ whether to make a loan ~~on or~~ secured by real property, orwe ~~how~~generally torequire an appraisal of the property. However, an appraisal is only an estimate of the value ~~such~~of the ~~loan~~property inat the ~~future~~time ~~may~~the appraisal is made, and, as real estate values in our market area have experienced changes in value in relatively short periods of time, this estimate might not accurately describe the net value of the real property collateral after the loan has been closed. If the appraisal does not reflect the amount that may be obtained upon any sale or foreclosure of the property, we ~~can~~may not realize an amount equal to the indebtedness secured by the property. In addition, we rely on appraisals and other valuation techniques to establish the value of our OREO and to determine certain loan impairments. If these valuations are inaccurate, our consolidated financial statements may not reflect the correct value of OREO, and our ALLL may not reflect accurate loan impairments. The valuation of the property may negatively impact the continuing value of such loan and could adversely affect our results of operations and financial condition.

In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values in our market area have experienced changes in value in relatively short periods of time, this estimate might not accurately describe the net value of the real property collateral after the loan has been closed. If ~~the appraisal does not reflect the amount that may be obtained upon any sale or foreclosure of the property,~~ we ~~may~~are ~~not~~required ~~realize an amount equal~~ to ~~the~~record ~~indebtedness~~a ~~secured by the property. In addition, we rely on appraisals and other~~ valuation ~~techniques~~allowance ~~to establish the value of~~ against our ~~OREO~~deferred ~~and~~tax toasset ~~determine~~in ~~certain~~the ~~loan impairments. If these valuations are inaccurate~~future, our ~~consolidated~~earnings ~~financial statements may not reflect the correct value of OREO,~~ and ~~our~~capital ~~ALLL~~position may ~~not~~be ~~reflect accurate loan impairments. The valuation of the property may negatively impact the continuing value of such loan and could~~ adversely ~~affect our results of operations and financial condition~~impacted.

Deferred income tax represents the tax impact Ifof wethe differences between the book and tax basis of assets and liabilities. Deferred tax assets are ~~required~~assessed periodically by us to ~~take~~determine aif ~~valuation~~they ~~allowance~~are torealizable. Factors in our determination include the ability to carry back or carry forward net operating losses and the performance of the business including the ability to generate taxable income from a variety of sources and tax planning strategies. If, based on available information, it is more likely than not that the deferred income tax asset inwill ~~the~~not ~~future~~be realized, then ~~our~~a ~~earnings~~valuation ~~and~~allowance ~~capital~~against ~~position~~the ~~may~~deferred tax asset must be ~~adversely~~established ~~impacted~~with a corresponding charge to income tax expense.

Deferred income tax represents the tax impact of the differences between the book and tax basis of assets and liabilities. Deferred tax assets are assessed periodically by us to determine if they are realizable. Factors in our determination include the ability to carry back or carry forward net operating losses and the performance of the business including the ability to generate taxable income from a variety of sources and tax planning strategies. If, based on available information, it is more likely than not that the deferred income tax asset will not be realized, then a valuation allowance against the deferred tax asset must be established with a corresponding charge to income tax expense.26

As of December 31, 2014, prior to any valuation allowance, net deferred tax assets from operations totaled $10.7 million and were recorded in the Company’s consolidated balance sheets. Based on our projections of future taxable income over the next three years, cumulative tax losses over the previous three years, net operating loss carry forward limitations as discussed below and available tax planning strategies, $3.2 million of the net deferred tax asset is expected to be recognized and therefore a valuation allowance of $7.5 million has been recorded as of December 31, 2014. Analysis of our ability to recapture our deferred tax asset requires us to apply significant judgment and is inherently subjective because it requires the future occurrence of circumstances, including the projection of future earnings that cannot be predicted with certainty. The determination of how much of the net operating losses we will be able to utilize and, therefore, how much of the valuation allowance that may be reversed and the timing is based on our future results of operations and the amount and timing of actual loan charge-~~26-~~offs and asset writedowns. The resulting loss could have a material adverse effect on our results of operations and financial condition and could also decrease the Bank’s regulatory capital.

AsChanges ~~of December 31, 2013, prior to any valuation allowance, deferred tax assets from operations totaled $11.7 million and were recorded~~ in the ~~Company’s~~interest ~~Consolidated~~rate ~~Balance~~environment ~~Sheets. Based~~could onreduce our net ~~projections~~interest ~~of future taxable~~ income ~~over the next three years~~, ~~cumulative~~which tax losses over the previous three years, net operating loss carry forward limitations as discussed below and available tax planning strategies, there remain deferred tax assets of $0.7 million as of December 31, 2013. Analysis of our ability to recapture our deferred tax asset requires us to apply significant judgment and is inherently subjective because it requires the future occurrence of circumstances, including the projection of future earnings that cannot be predicted with certainty. The determination of how much of the net operating losses we will be able to utilize and, therefore, how much of the valuation allowance that may be reversed and the timing is based on our future results of operations and the amount and timing of actual loan charge-offs and asset writedowns. The resulting loss could ~~have~~reduce ~~a material adverse effect on~~ our ~~results of operations and financial condition and could also decrease the Bank’s regulatory capital~~profitability.

As a financial institution, our earnings significantly ~~Changes~~depend inon our net interest income, which is the difference between the interest ~~rate~~income ~~environment~~that ~~could~~we ~~reduce~~earn on interest-earning assets, such as investment securities and loans, and the interest expense that we pay on interest-bearing liabilities, such as deposits and borrowings. Therefore, any change in general market interest rates, including changes in federal fiscal and monetary policies, affects us more than non-financial institutions and can have a significant effect on our net interest income and total income. Our assets and liabilities may react differently to changes in overall market rates or conditions because there may be mismatches between the repricing or maturity characteristics of the assets and liabilities. As a result, ~~which~~an increase or decrease in market interest rates could ~~reduce~~have material adverse effects on our ~~profitability.~~net interest margin and results of operations.

AsIn ~~a financial institution~~addition, ~~our earnings significantly depend on our net interest income, which is the difference between the interest income that~~ we ~~earn~~cannot onpredict ~~interest-earning~~whether ~~assets, such as investment securities and loans, and the~~ interest rates ~~expense~~will ~~that~~continue weto ~~pay~~remain onat ~~interest-bearing~~present ~~liabilities, such as deposits and borrowings~~levels. ~~Therefore,~~ ~~any~~Changes ~~change~~ in ~~general market~~ interest rates, ~~including~~may ~~changes~~cause insignificant ~~federal~~changes, ~~fiscal~~up ~~and~~or ~~monetary policies~~down, ~~affects~~in usour ~~more~~net interest ~~than~~income. ~~non-financial~~Depending ~~institutions and can have a significant effect~~ on our ~~net~~portfolio ~~interest~~of ~~income~~loans and ~~total~~investments, ~~income. Our~~our ~~assets~~results ~~and~~of ~~liabilities~~operations may ~~react~~be ~~differently~~adversely toaffected ~~changes~~by changes in ~~overall~~interest ~~market~~ rates. orIn ~~conditions~~addition, ~~because~~any ~~there~~significant ~~may~~increase bein ~~mismatches~~prevailing ~~between~~interest ~~the~~rates ~~repricing~~could oradversely ~~maturity~~affect ~~characteristics~~our ofmortgage ~~the~~banking business ~~assets~~because ~~and~~higher ~~liabilities. As a result, an increase or decrease in market~~ interest rates could ~~have~~cause ~~material~~customers ~~adverse~~to ~~effects~~request onfewer ~~our~~refinancings ~~net interest margin~~ and ~~results~~purchase ofmoney ~~operations~~mortgage originations.

InWe ~~addition,~~face westrong ~~cannot~~competition ~~predict~~from ~~whether interest rates will continue to remain at present levels. Changes in interest rates may cause significant changes~~larger, upmore orestablished ~~down, in our net interest income~~competitors. Depending on our portfolio of loans and investments, our results of operations may be adversely affected by changes in interest rates. In addition, any significant increase in prevailing interest rates could adversely affect our mortgage banking business because higher interest rates could cause customers to request fewer refinancings and purchase money mortgage originations.

The banking business is highly competitive, Weand ~~face~~we experience strong competition from ~~larger~~many other financial institutions. We compete with commercial banks, ~~more~~credit unions, ~~established~~savings ~~competitors~~and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other financial institutions that operate in our primary market areas and elsewhere.

~~The~~We ~~banking~~compete ~~business~~with isthese ~~highly~~institutions ~~competitive~~both in attracting deposits and in making loans, primarily on the basis of the interest rates we pay and yield on these products. In addition, we ~~experience~~have ~~strong~~to ~~competition~~attract ~~from~~our ~~many~~customer base from other existing financial institutions and from new residents. WeMany ~~compete~~of ~~with~~our competitors ~~commercial~~are ~~banks~~well-established, ~~credit~~much ~~unions,~~larger ~~savings~~financial institutions. While we believe we can and ~~loan~~do ~~associations,~~successfully ~~mortgage~~compete with ~~banking~~these ~~firms,~~other ~~consumer~~financial ~~finance~~institutions ~~companies~~in our markets, ~~securities~~we ~~brokerage~~may ~~firms,~~face ~~insurance~~a ~~companies,~~competitive ~~money~~disadvantage ~~market~~as ~~funds,~~a result of our smaller size and ~~other~~lack ~~financial~~of ~~institutions~~geographic ~~that~~diversification. ~~operate~~Further, should we fail to maintain an adequate volume of loans and deposits in accordance with our ~~primary~~business ~~market~~strategy, ~~areas~~it ~~and~~could ~~elsewhere~~have an adverse effect on our profitability in the future.

WeAlthough ~~compete with these institutions both in attracting deposits and in making loans, primarily on the basis of the interest rates~~ we ~~pay~~compete ~~and~~by ~~yield~~concentrating ~~on these products. In addition, we have to attract~~ our ~~customer~~marketing efforts ~~base~~in ~~from other existing financial institutions and from new residents. Many of~~ our ~~competitors~~primary ~~are~~market ~~well-established,~~area ~~much larger financial institutions. While we believe we can and do successfully compete~~ with ~~these~~local ~~other financial institutions in our markets~~advertisements, wepersonal ~~may face a competitive disadvantage as a result of our smaller size and lack of geographic diversification. Further~~contacts, ~~should we fail to maintain an adequate volume of loans~~ and ~~deposits~~greater flexibility in ~~accordance~~working with ~~our business strategy~~local customers, itwe ~~could~~can ~~have~~give anno ~~adverse~~assurance ~~effect~~that onthis ~~our~~strategy ~~profitability~~will inbe ~~the future~~successful.

~~Although~~Hurricanes weor ~~compete~~other byadverse ~~concentrating~~weather ~~our~~events ~~marketing~~could ~~efforts~~negatively affect in our ~~primary~~local ~~market~~economies ~~area~~or ~~with~~disrupt ~~local~~our ~~advertisements~~operations, ~~personal~~which ~~contacts,~~could ~~and~~have ~~greater~~an ~~flexibility~~adverse ineffect ~~working~~on ~~with~~our ~~local~~business ~~customers,~~or weresults ~~can~~of ~~give no assurance that this strategy will be successful~~operations.

The economy of South Carolina’s coastal ~~Hurricanes~~region oris ~~other~~affected, from time to time, by adverse weather events, ~~could~~particularly ~~negatively~~hurricanes. Our market area includes several coastal communities, and we cannot predict whether, or to what extent, damage caused by future hurricanes will affect our operations, ~~local~~our ~~economies~~customers, or ~~disrupt~~the economies in our ~~operations~~banking markets. However, ~~which~~weather events could ~~have~~cause ana ~~adverse~~disruption in ~~effect~~our onday-to-day business activities in branches located in coastal communities, a decline in loan originations, destruction or decline in the value of properties securing our ~~business~~loans, or ~~results~~an increase in the risks of ~~operations~~delinquencies, foreclosures, and loan losses. Even if a hurricane does not cause any physical damage in our market area, a turbulent hurricane season could significantly affect the market value of all coastal property.

The economy of South Carolina’s coastal region is affected, from time to time, by adverse weather events, particularly hurricanes. Our market area includes several coastal communities, and we cannot predict whether, or to what extent, damage caused by future hurricanes will affect our operations, our customers, or the economies in our banking markets. However, weather events could cause a disruption in our day-to-day business activities in branches located in coastal communities, a decline in loan originations, destruction or decline in the value of properties securing our loans, or an increase in the risks of delinquencies, foreclosures, and loan losses. Even if a hurricane does not cause any physical damage in our market area, a turbulent hurricane season could significantly affect the market value of all coastal property.27

~~-27-~~Our historical results may not be indicative of our future results.

Our growth prior to the current economic downturn may distort some of our historical ~~results~~financial ratios and statistics. In the future, we may not behave ~~indicative~~the benefit of several favorable factors, such as a generally predictable interest rate environment, a strong residential mortgage market, or the ability to find suitable expansion opportunities. Various factors, such as economic conditions, regulatory and legislative considerations, and competition, may also impede or prohibit our ~~future~~ability to expand our market presence. If we are unable to achieve the rate of growth we established prior to the current economic downturn, our results of operations and financial condition may be adversely affected due to a high percentage of our operating costs being fixed expenses.

Our ~~growth~~corporate ~~prior~~culture tohas ~~the~~contributed ~~current~~to ~~economic downturn may distort some of~~ our ~~historical~~success, ~~financial ratios~~ and if ~~statistics. In the future,~~ we ~~may~~cannot ~~not~~maintain ~~have~~this ~~the~~culture ~~benefit of several favorable factors, such~~ as awe ~~generally predictable interest rate environment~~grow, awe ~~strong~~could ~~residential~~lose ~~mortgage market, or~~ the ~~ability~~teamwork ~~to find suitable expansion opportunities. Various factors, such as economic conditions, regulatory~~ and ~~legislative~~increased ~~considerations,~~productivity ~~and~~fostered ~~competition,~~by ~~may also impede or prohibit~~ our ~~ability to expand our market presence. If we are unable to achieve the rate of growth we established prior to the current economic downturn~~culture, ~~our~~which could ~~results~~harm ~~of operations and financial condition may be adversely affected due to a high percentage of~~ our ~~operating costs being fixed expenses~~business.

~~Our~~We ~~corporate~~believe ~~culture~~that ~~has~~a ~~contributed~~critical contributor to our success has been our corporate culture, which we believe fosters teamwork and ifincreased productivity. As our organization grows and we ~~cannot~~are ~~maintain~~required ~~this~~to ~~culture~~implement asmore wecomplex ~~grow~~organization management structures, we ~~could~~may ~~lose~~find ~~the~~it ~~teamwork~~increasingly ~~and~~difficult ~~increased~~to maintain ~~productivity~~the ~~fostered~~beneficial byaspects of our corporate culture,. This ~~which~~ could ~~harm~~negatively impact our ~~business~~future success.

WeAs ~~believe that~~ a ~~critical~~community ~~contributor to our success has been our corporate culture~~bank, ~~which~~ we ~~believe~~have ~~fosters~~different ~~teamwork~~lending ~~and~~risks ~~increased~~than larger ~~productivity~~banks. As our organization grows and we are required to implement more complex organization management structures, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture. This could negatively impact our future success.

We provide services to our local communities. Our Asability ato ~~community~~diversify ~~bank~~our economic risks is limited by our own local markets and economies. We lend primarily to individuals and to small- to medium-sized businesses, wewhich ~~have~~may ~~different~~expose us to greater lending risks than ~~larger~~those of banks lending to larger, better-capitalized businesses with longer operating histories.

We ~~provide~~manage ~~services~~our tocredit ~~our~~exposure ~~local~~through ~~communities. Our~~careful monitoring ~~ability~~of toloan ~~diversify~~applicants ~~our~~and ~~economic~~loan ~~risks~~concentrations isin ~~limited~~particular byindustries, ~~our~~and ~~own~~through ~~local~~loan ~~markets~~approval and ~~economies~~review procedures. We have ~~lend~~established ~~primarily~~an evaluation process designed to ~~individuals~~determine the adequacy of our allowance for loan losses. While this evaluation process uses historical and toother ~~small-~~objective toinformation, ~~medium-sized~~the ~~businesses~~classification of loans and the establishment of loan losses is an estimate based on experience, judgment and expectations regarding our borrowers, and the economies in which ~~may~~we ~~expose~~and usour toborrowers operate, ~~greater~~as ~~lending~~well ~~risks~~as ~~than~~the ~~those~~judgment of ~~banks~~our ~~lending~~regulators. We cannot assure you that our loan loss reserves will be sufficient to ~~larger,~~absorb ~~better-capitalized~~future ~~businesses~~loan ~~with~~losses ~~longer~~or ~~operating~~prevent ~~histories~~a material adverse effect on our business, profitability or financial condition.

We ~~manage~~are ~~our~~subject credit exposure through careful monitoring of loan applicants and loan concentrations in particular industries, and through loan approval and review procedures. We have established an evaluation process designed to ~~determine~~liquidity ~~the~~risk adequacy of our allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the establishment of loan losses is an estimate based on experience, judgment and expectations regarding our borrowers, and the economies in ~~which we and~~ our ~~borrowers operate, as well as the judgment of our regulators~~operations. ~~We cannot assure you that our loan loss reserves will be sufficient to absorb future loan losses or prevent a material adverse effect on our business, profitability or financial condition.~~

Liquidity risk is the possibility of being unable, Weat ~~are~~a ~~subject~~reasonable tocost ~~liquidity~~and within acceptable risk intolerances, ~~our~~to pay obligations as they come due, to capitalize on growth opportunities as they arise, or to pay regular dividends because of an inability to liquidate assets or obtain adequate funding on a timely basis. Liquidity is required to fund various obligations, including credit obligations to borrowers, mortgage originations, withdrawals by depositors, repayment of debt, dividends to shareholders, operating expenses, and capital expenditures. Liquidity is derived primarily from retail deposit growth and retention, principal and interest payments on loans and investment securities, net cash provided from operations, and access to other funding sources.

~~Liquidity~~As ~~risk is the possibility~~ of ~~being~~December ~~unable~~31, at2014, awe ~~reasonable~~had ~~cost~~approximately $22.7 ~~and~~million ~~within~~in ~~acceptable~~brokered ~~risk tolerances~~deposits, towhich ~~pay~~represented ~~obligations~~approximately as8.0% ~~they~~of ~~come~~our ~~due,~~total todeposits. ~~capitalize~~At ontimes, ~~growth~~the ~~opportunities~~cost asof ~~they~~brokered deposits ~~arise,~~exceeds orthe tocost ~~pay~~of ~~regular~~deposits ~~dividends~~in ~~because~~our oflocal anmarket. ~~inability~~In toaddition, ~~liquidate~~the ~~assets~~cost orof ~~obtain~~brokered ~~adequate~~deposits ~~funding~~can onbe ~~a timely basis~~volatile. ~~Liquidity~~ isIn ~~required~~accordance with tothe ~~fund~~Bank ~~various~~and ~~obligations~~Company MOUs, ~~including~~we ~~credit~~are ~~obligations~~required to ~~borrowers,~~limit ~~mortgage~~brokered ~~originations~~deposits, ~~withdrawals~~excluding byreciprocal ~~depositors~~CDARS, ~~repayment~~that ofwould ~~debt,~~cause ~~dividends~~the toBank’s level ~~stockholders,~~of ~~operating~~brokered ~~expenses,~~deposits ~~and~~to ~~capital~~be ~~expenditures. Liquidity~~in isexcess ~~derived~~of ~~primarily~~ten ~~from~~percent ~~retail~~of ~~deposit~~total ~~growth~~deposits. ~~and~~This ~~retention~~limitation, ~~principal~~coupled ~~and~~with ~~interest~~potential ~~payments~~cost onincreases discussed ~~loans and investment securities~~above, ~~net~~could ~~cash~~adversely ~~provided~~affect ~~from~~our ~~operations,~~liquidity and ~~access~~ability to ~~other~~support ~~funding~~demand ~~sources~~for loans.

As of December 31, 2013, we had approximately $23.0 million in brokered deposits, which represented approximately 8.14% of our total deposits. At times, the cost of brokered deposits exceeds the cost of deposits in our local market. In addition, the cost of brokered deposits can be volatile. In accordance with the Bank and Company MOUs, we are required to limit brokered deposits, excluding reciprocal CDARS, that would cause the Bank’s level of brokered deposits to be in excess of ten percent of total deposits. This limitation, coupled with potential cost increases discussed above, could adversely affect our liquidity and ability to support demand for loans.28

~~-28-~~Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could detrimentally affect our access to liquidity sources include a decrease in the level of our business activity due to a market downturn or adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a severe disruption in the financial markets or negative views and expectations about the prospects for the financial services industry as a whole, given the recent turmoil faced by banking organizations in the domestic and worldwide credit markets. Currently, we have access to liquidity to meet our current anticipated needs; however, our access to additional borrowed funds could become limited in the future, and we may be required to pay above market rates for additional borrowed funds, if we are able to obtain them at all, which may adversely affect our results of operations.

~~Our~~The ~~access~~impact toof ~~funding~~the ~~sources~~economic indownturn ~~amounts~~on ~~adequate~~the toperformance ~~finance~~of other ~~our activities could be impaired by factors that affect us specifically or the~~ financial ~~services~~institutions ~~industry~~ in ~~general. Factors that could detrimentally affect~~ our ~~access~~geographic toarea, ~~liquidity~~actions ~~sources~~taken ~~include~~by ~~a decrease in the level of~~ our ~~business~~competitors ~~activity due~~ to aaddress ~~market~~the ~~downturn~~current oreconomic ~~adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us~~downturn, and ~~such as a severe disruption in~~ the ~~financial~~public ~~markets~~perception orof ~~negative views~~ and ~~expectations~~confidence ~~about~~in the ~~prospects~~economy ~~for the financial services industry as a whole~~generally, ~~given~~and the ~~recent turmoil faced by~~ banking ~~organizations~~industry ~~in the domestic and worldwide credit markets. Currently~~specifically, could wenegatively impact ~~have access to liquidity to meet~~ our ~~current~~performance ~~anticipated needs; however, our access to additional borrowed funds could become limited in the future,~~ and ~~we may be required to pay above market rates for additional borrowed funds, if we are able to obtain them at all, which may adversely affect our results of~~ operations.

~~The~~All ~~impact~~financial ofinstitutions are subject to the same ~~economic~~risks ~~downturn~~resulting onfrom ~~the~~a ~~performance~~weakened economy such as increased charge-offs and levels of ~~other~~past ~~financial~~due loans and nonperforming assets. As troubled institutions in our ~~geographic~~market area, ~~actions~~continue ~~taken~~to byrecognize ~~our~~and ~~competitors~~dispose toof ~~address~~problem assets, the ~~current~~already ~~economic~~substantial ~~downturn,~~inventory of residential homes and lots may negatively affect home values and increase the ~~public~~time it takes us or our borrowers to sell existing inventory. The perception ofthat troubled banking institutions (and ~~confidence~~smaller banking institutions that are not “in trouble”) ~~the~~are ~~economy~~risky ~~generally,~~institutions ~~and~~for ~~the~~purposes ~~banking~~of ~~industry~~regulatory ~~specifically, could~~compliance ~~negatively~~or ~~impact~~safeguarding deposits may cause depositors nonetheless to move their funds to larger institutions. If our ~~performance~~depositors ~~and~~should ~~operations~~move their funds based on events happening at other financial institutions, our operating results would suffer.

~~All~~A ~~financial~~failure ~~institutions~~in ~~are~~or ~~subject~~breach toof ~~the~~our ~~same~~operational ~~risks~~or ~~resulting~~security ~~from~~systems, or athose ~~weakened economy such as increased charge-offs and levels~~ of ~~past due loans and nonperforming assets. As troubled institutions in~~ our ~~market~~third ~~area~~party ~~continue~~service ~~to recognize and dispose of problem assets~~providers, ~~the~~including ~~already~~as ~~substantial~~a ~~inventory~~result of ~~residential~~cyber ~~homes~~attacks, ~~and~~could ~~lots~~disrupt ~~may negatively affect home values and increase the time it takes us or~~ our ~~borrowers~~business, toresult ~~sell existing inventory. The perception that troubled banking institutions (and smaller banking institutions that are not “~~in ~~trouble”)~~unintentional disclosure ~~are~~or ~~risky~~misuse ~~institutions for purposes~~ of ~~regulatory~~confidential ~~compliance~~ or ~~safeguarding~~proprietary ~~deposits~~information, ~~may~~damage ~~cause depositors nonetheless to move their funds to larger institutions. If~~ our ~~depositors should move their funds based on events happening at other financial institutions~~reputation, increase our ~~operating~~costs ~~results~~and ~~would~~cause ~~suffer~~losses.

As a financial institution, our operations rely Aheavily ~~failure~~on inthe orsecure ~~breach~~processing, storage and transmission of confidential and other information on our ~~operational~~computer systems and networks. Any failure, interruption or breach in security or operational integrity of these systems, could result in failures or ~~those~~disruptions in our online banking system, customer relationship management, general ledger, deposit and loan servicing and other systems. The security and integrity of our ~~third~~systems ~~party~~could ~~service~~be ~~providers~~threatened by a variety of interruptions or information security breaches, including those ascaused aby ~~result~~computer ofhacking, cyber attacks, ~~could~~electronic ~~disrupt~~fraudulent ~~our~~activity ~~business,~~or ~~result~~attempted intheft ~~unintentional~~of ~~disclosure~~financial assets. We cannot assure you that any such failures, interruption or ~~misuse~~security ofbreaches ~~confidential~~will not occur, or ~~proprietary~~if ~~information~~they do occur, ~~damage~~that ~~our~~they ~~reputation~~will be adequately addressed. While we have certain protective policies and procedures in place, ~~increase~~the ~~our~~nature ~~costs~~and sophistication of the threats continue to evolve. We may be required to expend significant additional resources in the future to modify and ~~cause~~enhance ~~losses~~our protective measures.

~~As a financial institution~~Additionally, ~~our~~we ~~operations~~face ~~rely heavily on~~ the ~~secure~~risk ~~processing, storage and transmission~~ of ~~confidential~~operational disruption, ~~and other information on our computer systems and networks. Any~~ failure, ~~interruption~~termination or ~~breach~~capacity inconstraints ~~security~~of orany ~~operational integrity~~ of ~~these~~the ~~systems~~third ~~could~~parties ~~result~~that infacilitate ~~failures or disruptions in~~ our ~~online~~business ~~banking system~~activities, ~~customer relationship management~~including exchanges, ~~general~~clearing ~~ledger~~agents, ~~deposit~~clearing ~~and~~houses ~~loan~~or ~~servicing and~~ other ~~systems~~financial intermediaries. ~~The~~ ~~security~~Such ~~and~~parties ~~integrity of our systems~~ could also be ~~threatened~~the bysource ~~a variety~~ of ~~interruptions~~an ~~or information security breaches~~attack on, ~~including those caused by computer hacking, cyber attacks, electronic fraudulent activity~~ or ~~attempted~~breach ~~theft~~ of, ~~financial~~our ~~assets~~operational systems. We ~~cannot~~Any ~~assure you that any such~~ failures, ~~interruption~~interruptions or security breaches ~~will~~in ~~not~~our ~~occur,~~information orsystems ifcould ~~they~~damage our ~~do occur~~reputation, ~~that~~result ~~they~~in ~~will~~a beloss ~~adequately~~of ~~addressed. While~~customer webusiness, ~~have~~result ~~certain protective policies and procedures~~ in ~~place,~~a ~~the~~violation ~~nature and sophistication~~ of ~~the~~privacy ~~threats~~or ~~continue~~other tolaws, ~~evolve. We~~or ~~may~~expose beus ~~required~~ to ~~expend~~civil ~~significant~~litigation, regulatory ~~additional~~fines ~~resources~~or inlosses ~~the~~not ~~future~~covered toby ~~modify and enhance our protective measures~~insurance.

~~Additionally,~~Risks weRelated ~~face~~to the ~~risk~~Company’s ofRegulatory operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including exchanges, clearing agents, clearing houses or other financial intermediaries. Such parties could also be the source of an attack on, or breach of, our operational systems. Any failures, interruptions or security breaches in our information systems could damage our reputation, result in a loss of customer business, result in a violation of privacy or other laws, or expose us to civil litigation, regulatory fines or losses not covered by insurance.Environment

~~Risks~~We ~~Related~~are subject to regulatory commitments that could have a material negative effect on our business, operating flexibility, financial condition, and the ~~Company’s~~value ~~Regulatory~~of ~~Environment~~our securities. In addition, addressing these commitments will require significant time and attention from our management team, which may increase our costs, impede the efficiency of our internal business processes, and adversely affect our profitability in the near-term.

WeThe ~~are~~Bank ~~subject~~entered tointo ~~regulatory~~the ~~commitments~~Bank ~~that~~MOU ~~could~~with ~~have~~its primary aregulators, ~~material~~the ~~negative~~FDIC ~~effect~~and onthe ~~our~~SC ~~business~~State Board, ~~operating~~effective ~~flexibility~~August 19, ~~financial~~2010. ~~condition~~The Bank, the FDIC, and the ~~value~~SC State Board have agreed as to certain areas of ~~our~~the ~~securities. In~~Bank’s ~~addition,~~operations ~~addressing~~that ~~these~~warrant ~~commitments~~improvement ~~will~~and ~~require~~a ~~significant~~plan ~~time~~for making those improvements. The Bank MOU requires the Bank to review and ~~attention~~revise ~~from~~various ~~our~~policies ~~management~~and ~~team~~procedures, ~~which~~including ~~may~~those ~~increase~~associated ~~our~~with ~~costs~~concentration management, ~~impede~~ the ~~efficiency~~allowance offor ~~our~~loan ~~internal~~and ~~business~~lease ~~processes~~losses, ~~and~~liquidity ~~adversely~~management, ~~affect~~criticized ~~our~~assets, ~~profitability~~credit inadministration, ~~the~~and ~~near-term~~capital.

The Bank entered into the Bank MOU with its primary regulators, the FDIC and the SC State Board, effective August 19, 2010. The Bank, the FDIC, and the SC State Board have agreed as to certain areas of the Bank’s operations that warrant improvement and a plan for making those improvements. The Bank MOU requires the Bank to review and revise various policies and procedures, including those associated with concentration management, the allowance for loan and lease losses, liquidity management, criticized assets, credit administration, and capital.29

Similarly, on the basis of the same examination by the FDIC and the SC State Board, the Federal Reserve Bank requested that the Company enter into the Company MOU; the Company entered into the Company MOU in December 2010. While the Company MOU provides for many of the same measures suggested by the Bank MOU, the Company MOU also requires that the Company seek pre-~~29-~~approval prior to the payment of dividends or other interest payments relating to its securities.

Until the Company is no longer subject to the ~~Similarly~~Company MOU, it will be required to seek regulatory approval prior to paying scheduled dividends on ~~the~~its ~~basis~~preferred ofstock ~~the~~and ~~same~~trust preferred ~~examination~~securities, byincluding the ~~FDIC~~Series A Preferred Stock and ~~the~~Series SCB ~~State~~Preferred ~~Board,~~Stock issued to the ~~Federal~~Treasury ~~Reserve~~as ~~Bank~~part ~~requested~~of ~~that~~our participation in the ~~Company~~TARP ~~enter~~CPP ~~into~~and ~~the~~which ~~Company~~is ~~MOU;~~now held by unaffiliated third-party investors. This provision also applies to the Company’s common ~~entered~~stock, ~~into~~although, to date, the Company ~~MOU~~has innot ~~December~~elected ~~2010~~to pay a cash dividend on its shares of common stock. ~~While~~ The Federal Reserve Bank has not approved the ~~Company~~payment ~~MOU~~of ~~provides~~dividends ~~for~~and ~~many~~interest relating to its outstanding classes of ~~the~~preferred ~~same~~stock ~~measures~~and trust ~~suggested~~preferred bysecurities due and payable since the ~~Bank~~third ~~MOU~~quarter of 2011. As a result, ~~the~~no ~~Company~~assurance ~~MOU~~can ~~also~~be ~~requires~~given ~~that~~as ~~the~~to when the Company ~~seek~~will ~~pre-~~obtain approval ~~prior~~from the Federal Reserve Bank to resume the payment of such dividends orand ~~other~~ interest ~~payments~~in ~~relating~~future toquarters while ~~its~~the ~~securities~~Company MOU remains in effect.

~~Until~~Further, should the ~~Company~~Bank isand/or ~~no longer subject to~~ the Company fail ~~MOU, it will be required~~ to ~~seek~~comply ~~regulatory~~with ~~approval~~the ~~prior~~provisions toof ~~paying~~each ~~scheduled~~respective ~~dividends on its preferred stock and trust preferred securities~~Memorandum, ~~including~~it ~~the~~could ~~Series~~result Ain ~~Preferred~~further ~~Stock~~enforcement ~~and~~actions ~~Series~~by ~~B Preferred Stock issued to~~ the ~~Treasury~~FDIC, ~~as part of our participation in~~ the Federal ~~TARP~~Reserve ~~CPP~~Bank, and/or ~~which~~the isSC ~~now~~State ~~held by unaffiliated third-party investors~~Board. ~~This~~ ~~provision~~While ~~also~~we ~~applies~~plan to ~~the~~take ~~Company’s~~such ~~common~~actions ~~stock,~~as ~~although,~~may tobe ~~date,~~necessary ~~the Company has not elected~~ to ~~pay~~comply awith ~~cash~~the ~~dividend on its shares~~ requirements of ~~common~~the ~~stock. The~~memoranda, ~~Federal~~there ~~Reserve~~can ~~Bank~~be ~~has~~no ~~not~~assurance ~~approved~~that ~~the~~we ~~payment~~will ofbe ~~dividends~~able ~~and interest relating~~ to ~~its~~comply ~~outstanding~~fully ~~classes~~with ~~of preferred stock and trust preferred securities due and payable since~~ the ~~third~~provisions ~~quarter~~ of ~~2011. As~~either ~~a result~~Memorandum, noor ~~assurance~~that efforts ~~can be given as~~ to ~~when~~comply with the ~~Company~~memoranda will ~~obtain~~not ~~approval~~have ~~from~~adverse ~~the~~effects ~~Federal~~on ~~Reserve Bank to resume~~ the ~~payment~~operations ~~of such dividends~~ and ~~interest~~financial incondition ~~future~~of ~~quarters while~~ the Company ~~MOU~~and the ~~remains in effect~~Bank.

~~Further,~~We ~~should~~are ~~the~~subject ~~Bank and/or the Company fail~~ to ~~comply~~extensive ~~with~~regulation ~~the~~that ~~provisions of each respective Memorandum, it~~ could ~~result~~limit ~~in further enforcement actions by the FDIC, the Federal Reserve Bank, and/~~or restrict ~~the~~our ~~SC State Board~~activities. While we plan to take such actions as may be necessary to comply with the requirements of the memoranda, there can be no assurance that we will be able to comply fully with the provisions of either Memorandum, or that efforts to comply with the memoranda will not have adverse effects on the operations and financial condition of the Company and the Bank.

We operate in a highly regulated industry and are subject to ~~extensive~~examination, supervision, and comprehensive regulation ~~that~~by ~~could~~various ~~limit~~regulatory oragencies. ~~restrict~~Our compliance with these regulations, including compliance with our regulatory commitments, is costly and restricts certain of our activities, including the declaration and payment of cash dividends to common shareholders, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits, and locations of offices. We are also subject to capitalization guidelines established by our regulators, which require us to maintain adequate capital to support our growth and operations. Should we fail to comply with these regulatory requirements, federal and state regulators could impose additional restrictions on the activities of the Company and the Bank, which could materially affect our growth strategy and operating results in the future.

WeThe ~~operate~~laws ~~in a highly regulated industry~~ and ~~are~~regulations ~~subject~~applicable to ~~examination,~~the ~~supervision,~~banking industry ~~and~~have ~~comprehensive~~recently ~~regulation~~changed byand ~~various~~may ~~regulatory~~continue ~~agencies. Our~~to ~~compliance with these regulations~~change, ~~including compliance with our regulatory commitments, is costly~~ and ~~restricts~~we ~~certain~~cannot ofpredict ~~our activities, including~~ the ~~declaration~~effects ~~and payment~~ of ~~cash~~these ~~dividends~~changes toon ~~common~~our ~~stockholders,~~business ~~mergers~~ and profitability. ~~acquisitions,~~Because ~~investments,~~government ~~loans~~regulation ~~and~~greatly ~~interest~~affects ~~rates~~the ~~charged,~~business ~~interest rates paid on deposits,~~ and ~~locations~~financial results of ~~offices. We~~all ~~are~~commercial ~~also~~banks ~~subject~~and tobank holding ~~capitalization guidelines established by our regulators~~companies, ~~which require us to maintain adequate capital to support~~ our ~~growth~~cost ~~and operations. Should we fail to comply with these regulatory requirements, federal and state regulators could impose additional restrictions on the activities~~ of ~~the~~compliance ~~Company and the Bank, which~~ could ~~materially~~adversely affect our ~~growth~~ability ~~strategy~~to ~~and~~operate ~~operating results in the future~~profitably.

The ~~laws~~Dodd-Frank ~~and~~Act ~~regulations~~was ~~applicable~~enacted toon ~~the~~July ~~banking~~21, ~~industry~~2010. The ~~have~~implications ~~recently~~of ~~changed~~the ~~and~~Dodd-Frank ~~may~~Act, ~~continue~~or toits ~~change~~implementing regulations, ~~and~~on weour ~~cannot~~business ~~predict~~are ~~the~~unclear ~~effects~~at ofthis ~~these~~time, ~~changes~~but onit may adversely affect our business, results of operations, and ~~profitability. Because~~the ~~government~~underlying ~~regulation~~value ~~greatly~~of ~~affects~~our ~~the~~common ~~business~~stock. ~~and~~The ~~financial~~full ~~results~~effect of ~~all~~this ~~commercial~~legislation ~~banks~~will not ~~and~~be ~~bank~~even ~~holding~~reasonably ~~companies,~~certain ~~our~~until ~~cost~~implementing ofregulations ~~compliance~~are promulgated, which could ~~adversely~~take ~~affect~~several ~~our~~years ~~ability~~in tosome ~~operate~~cases. ~~profitably~~See “Supervision and Regulation” for additional information.

~~The~~Some ~~Dodd-Frank~~or ~~Act~~all ~~was~~of ~~enacted~~the onchanges, ~~July~~including ~~21,~~the ~~2010. The~~new rulemaking ~~implications~~authority ofgranted to the ~~Dodd~~newly-~~Frank~~created ~~Act,~~Consumer orFinancial ~~its~~Protection ~~implementing regulations~~Bureau, onmay ~~our~~result ~~business~~in ~~are~~greater ~~unclear~~reporting atrequirements, assessment ~~this~~fees, ~~time~~operational restrictions, ~~but~~capital itrequirements, ~~may~~and ~~adversely~~other ~~affect~~regulatory ~~our~~burdens ~~business~~for either, ~~results~~or ~~of operations~~both, ~~and~~the Bank and the ~~underlying~~Company, ~~value~~and many of our ~~common~~non-bank ~~stock. The~~competitors ~~full~~may ~~effect~~remain offree ~~this~~from ~~legislation~~such ~~will~~limitations. ~~not~~This becould ~~even~~affect ~~reasonably~~our ~~certain~~ability ~~until~~to ~~implementing~~attract and ~~regulations~~maintain ~~are promulgated~~depositors, ~~which~~to ~~could~~offer ~~take~~competitive ~~several~~products ~~years~~and inservices, ~~some cases. See “Supervision~~ and ~~Regulation”~~to ~~for~~expand ~~additional~~our ~~information~~business.

~~Some~~Congress ormay ~~all~~consider ofadditional ~~the~~proposals ~~changes,~~to substantially ~~including~~change the ~~new~~financial ~~rulemaking~~institution ~~authority~~regulatory ~~granted~~system and to expand or contract the ~~newly-created~~powers ~~Consumer~~of ~~Financial~~banking ~~Protection~~institutions ~~Bureau,~~and bank ~~may~~holding ~~result~~companies. inSuch ~~greater~~legislation ~~reporting~~may ~~requirements,~~change ~~assessment~~existing ~~fees,~~banking ~~operational~~statutes ~~restrictions~~and regulations, ~~capital~~as ~~requirements,~~well ~~and~~as ~~other~~our ~~regulatory~~current ~~burdens~~operating environment ~~for~~significantly. ~~either~~If enacted, such legislation could increase or ~~both,~~decrease the ~~Bank~~cost ~~and~~of ~~the~~doing ~~Company~~business, ~~and~~limit ~~many~~or of expand our ~~non-bank~~permissible ~~competitors~~activities, ~~may~~or ~~remain~~affect ~~free~~the ~~from~~competitive ~~such~~balance ~~limitations~~among banks, savings associations, credit unions, and other financial institutions. ~~This~~ ~~could~~We ~~affect~~cannot ~~our~~predict ~~ability~~whether tonew ~~attract~~legislation ~~and~~will ~~maintain~~be ~~depositors~~enacted and, toif ~~offer~~enacted, ~~competitive~~the ~~products~~effect ~~and~~that ~~services~~it, ~~and~~or toany ~~expand~~regulations, would have on our business, financial condition, or results of operations.

Congress may consider additional proposals to substantially change the financial institution regulatory system and to expand or contract the powers of banking institutions and bank holding companies. Such legislation may change existing banking statutes and regulations, as well as our current operating environment significantly. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand our permissible activities, or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition, or results of operations.30

~~-30-~~Our financial condition and results of operations are affected by credit policies of monetary authorities, particularly the Federal Reserve. Actions by monetary and fiscal authorities, including the Federal Reserve, could have an adverse effect on our deposit levels, loan demand, or business and earnings.

~~Our~~Rulemaking ~~financial~~changes ~~condition~~implemented ~~and results of operations are affected~~ by ~~credit policies of monetary authorities, particularly~~ the ~~Federal~~CFPB ~~Reserve. Actions~~will byresult ~~monetary~~in higher regulatory and ~~fiscal~~compliance ~~authorities,~~costs ~~including~~related ~~the~~to ~~Federal~~originating ~~Reserve,~~and ~~could~~servicing ~~have~~mortgages anand ~~adverse~~may ~~effect~~adversely onaffect our ~~deposit~~results ~~levels,~~of ~~loan demand, or business and earnings~~operations.

The CFPB recently has finalized a number of ~~Rulemaking~~significant ~~changes~~rules ~~implemented~~which bywill impact nearly every aspect of the ~~CFPB~~lifecycle ~~will~~of ~~result~~a residential mortgage. These rules implement the Dodd-Frank Act amendments to the Equal Credit Opportunity Act, the Truth in ~~higher~~Lending ~~regulatory~~Act and the Real Estate Settlement Procedures Act. The final rules require banks to, among other things: (i) develop and implement procedures to ensure compliance ~~costs~~with ~~related~~a new “reasonable ability to ~~originating~~repay” test and identify whether a loan meets a new definition for a “qualified mortgage;” (ii) implement new or revised disclosures, policies and procedures for servicing mortgages including, but not limited to, early intervention with delinquent borrowers and ~~may~~specific ~~adversely~~loss ~~affect~~mitigation ~~our~~procedures ~~results~~for ofloans ~~operations~~secured by a borrower's principal residence; (iii) comply with additional restrictions on mortgage loan originator compensation; and (iv) comply with new disclosure requirements and standards for appraisals and escrow accounts maintained for “higher priced mortgage loans.”

~~The~~While ~~CFPB~~the ~~recently~~rules ~~has~~generally ~~finalized~~affect abanks ~~number~~our ofsize somewhat ~~significant~~less ~~rules~~than ~~which~~larger ~~will~~financial ~~impact~~institutions, ~~nearly~~our ~~every~~compliance ~~aspect~~with of the ~~lifecycle~~new ofrule, aand ~~residential~~its ~~mortgage.~~accompanying ~~These~~enforcement ~~rules~~by ~~implement~~our ~~the~~federal and ~~Dodd-Frank~~state ~~Act~~regulators, ~~amendments~~will tocreate ~~the~~operational ~~Equal~~and ~~Credit~~strategic ~~Opportunity~~challenges ~~Act~~for us, ~~the~~as ~~Truth~~we inoriginate ~~Lending~~a ~~Act~~significant ~~and~~volume ~~the~~of ~~Real Estate Settlement Procedures Act~~mortgages. For ~~The~~example, ~~final~~business ~~rules~~models ~~require~~for ~~banks~~cost, topricing, ~~among~~delivery, ~~other~~compensation, ~~things:~~and ~~(i)~~risk ~~develop~~management ~~and~~will ~~implement~~need ~~procedures~~ to ~~ensure~~be ~~compliance~~reevaluated ~~with~~and apotentially revised, ~~new~~perhaps ~~“reasonable~~substantially. ~~ability~~Additionally, toprogramming ~~repay”~~changes ~~test~~ and ~~identify~~enhancements ~~whether~~to asystems ~~loan~~will ~~meets~~be anecessary ~~new~~to ~~definition~~comply ~~for~~with the anew ~~“qualified~~rules. ~~mortgage;”~~Some ~~(ii)~~of ~~implement~~these new orrules ~~revised~~became ~~disclosures,~~effective ~~policies~~in ~~and~~June ~~procedures for servicing mortgages including~~2013, ~~but~~while ~~not~~others ~~limited~~became ~~to,~~effective ~~early~~in ~~intervention~~January ~~with~~2014. ~~delinquent~~Forthcoming additional ~~borrowers~~rulemaking ~~and~~affecting ~~specific~~the ~~loss~~residential ~~mitigation~~mortgage ~~procedures~~business ~~for~~is ~~loans~~also ~~secured~~expected. byAchieving afull ~~borrower's~~compliance ~~principal~~in ~~residence;~~the ~~(iii)~~relatively short ~~comply~~timeframe ~~with~~provided ~~additional~~for ~~restrictions~~certain onof ~~mortgage~~the ~~loan originator compensation; and (iv) comply with~~ new ~~disclosure~~rules ~~requirements~~will ~~and~~result ~~standards~~in ~~for~~increased ~~appraisals~~regulatory and ~~escrow~~compliance ~~accounts maintained for “higher priced mortgage loans~~costs.”

~~While~~New ~~the~~capital rules ~~generally~~that ~~affect~~were ~~banks~~recently ~~our~~issued ~~size~~generally ~~somewhat~~require insured ~~less~~depository ~~than larger financial~~ institutions, ~~our compliance with the new rule,~~ and ~~its~~certain ~~accompanying~~bank ~~enforcement~~holding bycompanies our federal and state regulators, will create operational and strategic challenges for us, as we originate a significant volume of mortgages. For example, business models for cost, pricing, delivery, compensation, and risk management will need to behold ~~reevaluated~~more ~~and potentially revised, perhaps substantially~~capital. ~~Additionally,~~The ~~programming~~impact ~~changes~~of ~~and enhancements to systems will be necessary to comply with~~ the new rules. ~~Some~~on ofour ~~these~~financial condition ~~new~~and ~~rules~~operations ~~became effective in June 2013, while others became effective in January 2014. Forthcoming additional rulemaking affecting the residential mortgage business~~ is ~~also~~uncertain ~~expected.~~but ~~Achieving~~could ~~full~~be ~~compliance~~materially ~~in the relatively short timeframe provided for certain of the new rules will result in increased regulatory and compliance costs~~adverse.

On July 2, 2013, the Federal Reserve adopted ~~New~~a final rule for the Basel III capital ~~rules~~framework ~~that~~and, ~~were~~on ~~recently~~July ~~issued~~9, ~~generally~~2013, ~~require~~the ~~insured~~OCC ~~depository~~also ~~institutions~~adopted a final rule and ~~certain~~the ~~bank~~FDIC ~~holding~~adopted ~~companies~~the same toprovisions ~~hold~~in ~~more~~the ~~capital~~form of an "interim final rule." ~~The~~These ~~impact~~rules ofsubstantially amend the ~~new~~regulatory risk-based capital rules onapplicable ~~our~~to ~~financial~~the ~~condition~~Bank. ~~and~~The ~~operations~~rules isphase ~~uncertain~~in ~~but~~over ~~could~~time bebeginning ~~materially~~in ~~adverse.~~2015 and will become fully effective in 2019.

The final rules increase capital requirements Onand ~~July~~generally 2,include ~~2013~~two new capital measurements that will affect us, ~~the~~a ~~Federal~~risk-based ~~Reserve~~common ~~adopted~~equity Tier 1 ratio and a ~~final~~capital ~~rule~~conservation buffer. ~~for~~Common ~~the~~Equity ~~Basel~~Tier ~~III~~1 (“CET1”) capital ~~framework~~is a subset of Tier 1 capital and, onis ~~July~~limited 9to common equity (plus related surplus), ~~2013~~retained earnings, ~~the~~accumulated ~~OCC~~other ~~also~~comprehensive ~~adopted~~income aand ~~final~~certain ~~rule~~other ~~and~~items. ~~the~~Other ~~FDIC~~instruments ~~adopted~~that ~~the~~have ~~same~~historically qualified ~~provisions~~for inTier ~~the~~1 ~~form~~treatment, ofincluding annon-cumulative ~~"interim~~perpetual ~~final~~preferred ~~rule." These~~stock, ~~rules~~are ~~substantially~~consigned ~~amend~~to ~~the~~a ~~regulatory~~category ~~risk-based~~known as Additional Tier 1 capital ~~rules~~and ~~applicable~~must tobe ~~the~~phased ~~Bank~~out over a period of nine years beginning in 2014. The rules ~~phase~~permit inbank ~~over~~holding ~~time~~companies ~~beginning~~with less than $15 billion in ~~2015~~assets (such as us) to continue to include trust preferred securities and ~~will~~non-cumulative ~~become~~perpetual ~~fully~~preferred stock ~~effective~~issued before May 19, 2010 in ~~2019~~Tier 1 capital, but not CET1. Tier 2 capital consists of instruments that have historically been placed in Tier 2, as well as cumulative perpetual preferred stock.

The final rules ~~increase~~adjust ~~capital~~all ~~requirements~~three ~~and~~categories of ~~generally~~capital ~~include~~by ~~two~~requiring new ~~capital~~deductions ~~measurements~~from and adjustments to capital that will ~~affect~~result ~~us,~~in amore ~~risk-based~~stringent ~~common~~capital ~~equity~~requirements and ~~Tier~~may 1require ~~ratio~~changes ~~and~~in athe ~~capital~~ways ~~conservation~~we ~~buffer~~do business. ~~Common~~Among ~~Equity~~other ~~Tier~~things, 1the ~~(“CET1”)~~current ~~capital~~rule ison athe ~~subset~~deduction of mortgage servicing assets from Tier 1 capital ~~and~~has isbeen ~~limited~~revised toin ~~common~~ways ~~equity~~that ~~(plus~~are ~~related~~likely ~~surplus),~~to ~~retained~~require ~~earnings,~~a ~~accumulated~~greater ~~other~~deduction ~~comprehensive~~than ~~income~~we currently make and ~~certain~~that will ~~other~~require ~~items.~~the ~~Other~~deduction ~~instruments~~to ~~that~~be ~~have~~made ~~historically~~from ~~qualified~~CET1. ~~for~~This ~~Tier~~deduction 1phases ~~treatment,~~in ~~including~~over ~~non~~a three-~~cumulative~~year ~~perpetual~~period ~~preferred~~from ~~stock,~~2015 ~~are~~through ~~consigned~~2017. toWe aclosely monitor ~~category~~our ~~known~~mortgage asservicing ~~Additional~~assets, ~~Tier~~and 1we ~~capital~~expect ~~and~~to ~~must~~maintain beour ~~phased~~mortgage ~~out~~servicing ~~over~~asset aat ~~period~~levels ofbelow ~~nine~~the ~~years~~deduction ~~beginning~~thresholds by ina ~~2014.~~combination ~~The~~of ~~rules~~sales ~~permit~~of ~~bank~~portions ~~holding~~of ~~companies~~these ~~with~~assets ~~less~~from ~~than~~time ~~$15~~to ~~billion~~time ineither ~~assets~~on ~~(such~~a asflowing ~~us)~~basis toas ~~continue~~we tooriginate ~~include~~mortgages ~~trust~~or through ~~preferred~~bulk ~~securities~~sale ~~and~~transactions. ~~non-cumulative~~Additionally, ~~perpetual~~any ~~preferred~~gains ~~stock~~on ~~issued~~sale ~~before~~from ~~May~~mortgage ~~19,~~loans ~~2010~~sold ininto ~~Tier~~securitizations 1must ~~capital,~~be ~~but~~deducted in ~~not~~full from CET1. ~~Tier~~This 2requirement ~~capital~~phases ~~consists~~in ofover ~~instruments~~three ~~that~~years ~~have~~from ~~historically~~2015 ~~been~~through ~~placed~~2017. inUnder ~~Tier~~the 2,earlier asrule ~~well~~and asthrough ~~cumulative~~2014, no ~~perpetual~~deduction ~~preferred~~is ~~stock~~required.

The final rules adjust all three categories of capital by requiring new deductions from and adjustments to capital that will result in more stringent capital requirements and may require changes in the ways we do business. Among other things, the current rule on the deduction of mortgage servicing assets from Tier 1 capital has been revised in ways that are likely to require a greater deduction than we currently make and that will require the deduction to be made from CET1. This deduction phases in over a three-year period from 2015 through 2017. We closely monitor our mortgage servicing assets, and we expect to maintain our mortgage servicing asset at levels below the deduction thresholds by a combination of sales of portions of these assets from time to time either on a flowing basis as we originate mortgages or through bulk sale transactions. Additionally, any gains on sale from mortgage loans sold into securitizations must be deducted in full from CET1. This requirement phases in over three years from 2015 through 2017. Under the earlier rule and through 2014, no deduction is required. 31

~~-31-~~Beginning in 2015, the minimum capital requirements for the Bank will be (i) a CET1 ratio of 4.5%, (ii) a Tier 1 capital (CET1 plus Additional Tier 1 capital) of 6% (up from 4%) and (iii) a total capital ratio of 8% (the current requirement). Our leverage ratio requirement will remain at the 4% level now required. Beginning in 2016, a capital conservation buffer will phase in over three years, ultimately resulting in a requirement of 2.5% on top of the CET1, Tier 1 and total capital requirements, resulting in a require CET1 ratio of 7%, a Tier 1 ratio of 8.5%, and a total capital ratio of 10.5%. Failure to satisfy any of these three capital requirements will result in limits on paying dividends, engaging in share repurchases and paying discretionary bonuses. These limitations will establish a maximum percentage of eligible retained income that could be utilized for such actions. While the final rules will result in higher regulatory capital standards, it is difficult at this time to predict when or how any new standards will ultimately be applied to us.

~~Beginning~~In inaddition ~~2015,~~to the ~~minimum~~higher required capital ~~requirements~~ratios and ~~for~~ the ~~Bank~~new ~~will~~deductions beand ~~(i) a CET1 ratio of 4.5%~~adjustments, ~~(ii) a Tier 1 capital (CET1 plus Additional Tier 1 capital) of 6% (up from 4%) and (iii) a total capital ratio of 8% (~~the ~~current~~final ~~requirement).~~rules ~~Our~~increase ~~leverage ratio requirement will remain at~~ the 4%risk ~~level~~weights ~~now~~for ~~required.~~certain ~~Beginning in 2016~~assets, ameaning ~~capital~~that ~~conservation~~we ~~buffer~~ will ~~phase~~have to inhold ~~over~~more ~~three~~capital ~~years,~~against ~~ultimately~~these ~~resulting in a requirement of 2~~assets.5% onFor ~~top of the CET1~~example, ~~Tier~~commercial 1real ~~and~~estate ~~total~~loans ~~capital~~that ~~requirements,~~do ~~resulting~~not inmeet acertain ~~require~~new ~~CET1~~underwriting requirements ~~ratio~~must ofbe ~~7%,~~risk-weighted aat ~~Tier 1 ratio of 8.5~~150%, ~~and~~rather athan ~~total~~the ~~capital~~current ~~ratio of 10.5~~100%. ~~Failure~~There toare ~~satisfy~~also ~~any~~new ofrisk ~~these~~weights ~~three~~for ~~capital~~unsettled ~~requirements will result in limits on paying dividends, engaging in share repurchases~~ transactions and ~~paying discretionary bonuses~~derivatives. ~~These~~We ~~limitations~~also will ~~establish~~be arequired ~~maximum~~to ~~percentage~~hold ofcapital ~~eligible~~against ~~retained~~short-term ~~income~~commitments that ~~could~~are benot ~~utilized~~unconditionally ~~for~~cancelable; currently, ~~such~~there ~~actions.~~are ~~While~~no ~~the final rules will result in higher regulatory~~ capital ~~standards,~~requirements itfor isthese ~~difficult~~off-balance atsheet ~~this~~assets. ~~time~~All changes to ~~predict~~the ~~when~~risk orweights ~~how~~take ~~any~~effect ~~new~~in full ~~standards~~in ~~will ultimately be applied to us~~2015.

In addition, toin the ~~higher~~current ~~required~~economic ~~capital ratios~~ and ~~the~~regulatory environment, ~~new~~bank ~~deductions~~regulators ~~and~~may ~~adjustments,~~impose ~~the~~capital ~~final~~requirements ~~rules~~that ~~increase~~are ~~the~~more ~~risk~~stringent ~~weights~~than ~~for~~those ~~certain~~required ~~assets,~~by ~~meaning~~applicable ~~that~~existing regulations. weThe ~~will~~application ~~have~~of ~~to hold~~ more stringent capital ~~against~~requirements ~~these~~for ~~assets.~~us ~~For example~~could, ~~commercial~~among ~~real~~other ~~estate~~things, ~~loans~~result ~~that~~in dolower ~~not~~returns ~~meet~~on equity, ~~certain~~require ~~new~~the ~~underwriting~~raising ~~requirements~~of ~~must~~additional becapital, ~~risk-weighted~~and atresult ~~150%,~~in ~~rather~~regulatory ~~than~~actions ~~the~~if ~~current~~we ~~100%.~~were ~~There~~to ~~are~~be ~~also~~unable ~~new~~to ~~risk~~comply ~~weights~~with ~~for~~such requirements. ~~unsettled~~Implementation ~~transactions~~of ~~and~~changes ~~derivatives.~~to Weasset ~~also~~risk ~~will~~weightings befor ~~required~~risk-based tocapital ~~hold~~calculations, ~~capital~~items ~~against~~included ~~short-term~~or ~~commitments~~deducted in ~~that~~calculating ~~are~~regulatory ~~not~~capital ~~unconditionally~~or ~~cancelable;~~additional ~~currently~~capital conservation buffers, ~~there~~could ~~are~~result noin ~~capital~~management ~~requirements~~modifying ~~for~~our ~~these~~business strategy ~~off-balance~~and ~~sheet~~could ~~assets.~~limit ~~All~~our ~~changes~~ability to ~~the~~make ~~risk~~distributions, ~~weights~~including ~~take~~paying ~~effect~~dividends inor ~~full~~buying inback ~~2015.~~our shares.

InThe ~~addition,~~Federal inReserve ~~the current economic and regulatory environment, bank regulators~~ may ~~impose~~require ~~capital requirements that are more stringent than those required by applicable existing regulations. The application of more stringent capital requirements for~~ us ~~could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions if we were~~ to becommit ~~unable to comply with such requirements. Implementation of changes to asset risk weightings for risk-based~~ capital calculations, items included or deducted in calculating regulatory capital or additional capital conservation buffers, could result in management modifying our business strategy and could limit our ability resources to ~~make~~support ~~distributions,~~the ~~including paying dividends or buying back our shares~~Bank.

The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require usa bank holding company to ~~commit~~make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to ~~support~~such a subsidiary bank. In addition, the ~~Bank~~Dodd-Frank Act directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution serve as a source of strength for the institution. Under these requirements, in the future, we could be required to provide financial assistance to our Bank if the Bank experiences financial distress.

~~The~~A ~~Federal~~capital ~~Reserve~~injection ~~requires~~may abe ~~bank~~required ~~holding~~at ~~company~~times when towe ~~act~~do asnot ahave ~~source~~the ofresources ~~financial and managerial strength~~ to aprovide ~~subsidiary~~it, ~~bank~~ and totherefore ~~commit~~we ~~resources~~may tobe ~~support~~required ~~such~~to ~~subsidiary~~borrow ~~bank~~the funds. ~~Under~~In the ~~“source~~event of ~~strength”~~a ~~doctrine~~bank holding company's bankruptcy, the ~~Federal~~bankruptcy ~~Reserve~~trustee ~~may~~will ~~require~~assume aany ~~bank~~commitment by the holding company to ~~make~~a ~~capital~~federal ~~injections~~bank ~~into~~regulatory aagency to ~~troubled~~maintain ~~subsidiary~~the ~~bank~~capital ~~and~~of ~~may~~a ~~charge~~subsidiary ~~the~~ bank. ~~holding~~Moreover, ~~company~~bankruptcy ~~with~~law ~~engaging~~provides inthat ~~unsafe~~claims ~~and~~based ~~unsound~~on ~~practices~~any ~~for~~such ~~failure~~commitment towill ~~commit~~be entitled ~~resources~~ to ~~such~~ a ~~subsidiary~~priority ~~bank.~~of Inpayment ~~addition,~~over the ~~Dodd-Frank~~claims ~~Act~~of ~~directs~~ the ~~federal~~holding ~~bank~~company's ~~regulators~~general tounsecured ~~require~~creditors, ~~that~~including ~~all~~the ~~companies~~holders ~~that~~of its ~~directly~~note orobligations. ~~indirectly~~Thus, ~~control~~any anborrowing ~~insured~~that ~~depository~~must ~~institution~~be ~~serve~~done asby athe ~~source~~holding ofcompany ~~strength~~in ~~for~~order ~~the~~to ~~institution.~~make ~~Under~~the ~~these~~required ~~requirements,~~capital ininjection becomes ~~the~~more ~~future,~~difficult weand ~~could~~expensive beand ~~required~~will toadversely ~~provide~~impact ~~financial~~the ~~assistance~~holding tocompany's ~~our~~cash ~~Bank~~flows, iffinancial ~~the~~condition, ~~Bank~~results ~~experiences~~of operations ~~financial~~and ~~distress~~prospects.

AThe ~~capital~~FDIC ~~injection~~Deposit ~~may~~Insurance beassessments ~~required~~that ~~at times when~~ we doare ~~not have the resources~~ required to ~~provide~~pay ~~it, and therefore we~~ may becontinue ~~required~~ to ~~borrow~~materially ~~the~~increase ~~funds.~~in In the ~~event of a bank holding company's bankruptcy~~future, ~~the~~which ~~bankruptcy~~would ~~trustee~~have ~~will~~an ~~assume~~adverse ~~any~~effect ~~commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based~~ on ~~any~~our ~~such commitment will be entitled to a priority of payment over the claims of the holding company's general unsecured creditors, including the holders of its note obligations~~earnings. Thus, any borrowing that must be done by the holding company in order to make the required capital injection becomes more difficult and expensive and will adversely impact the holding company's cash flows, financial condition, results of operations and prospects.

~~The~~As ~~FDIC~~a ~~Deposit~~member ~~Insurance~~institution ~~assessments~~of ~~that~~the FDIC, we are assessed ~~required~~a toquarterly ~~pay~~deposit ~~may~~insurance ~~continue~~premium. toFailed ~~materially~~banks ~~increase~~nationwide inhave significantly depleted the ~~future~~insurance fund and reduced the ratio of reserves to insured deposits. As a result, ~~which~~we ~~would~~may ~~have~~be anrequired ~~adverse~~to ~~effect~~pay onsignificantly higher premiums or additional special assessments that could adversely affect our earnings.

On October 19, 2010, Asthe FDIC adopted a ~~member~~new ~~institution~~DIF ofRestoration Plan, which requires the ~~FDIC~~DIF to attain a 1.35% reserve ratio by September 30, we2020 and foregoes the uniform three basis point-increase scheduled to take effect on January 1, 2011. In addition, the FDIC modified the method by which assessments are ~~assessed~~determined aand, ~~quarterly~~effective ~~deposit~~April ~~insurance~~1, ~~premium~~2011, adjusted assessment rates, which will range from 2.5 ~~Failed~~to ~~banks~~45 ~~nationwide~~basis points ~~have~~(annualized), ~~significantly~~subject ~~depleted~~to ~~the~~adjustments ~~insurance~~for ~~fund~~unsecured debt and, ~~reduced~~in the ~~ratio~~case of ~~reserves~~small toinstitutions ~~insured~~outside ~~deposits.~~the Aslowest arisk ~~result~~category and certain large and highly complex institutions, webrokered ~~may~~deposits. beFurther ~~required~~increased FDIC assessment premiums, due to ~~pay~~our ~~significantly~~risk classification, ~~higher~~emergency ~~premiums~~assessments, or ~~additional~~implementation ~~special~~of ~~assessments~~the ~~that~~modified DIF reserve ratio, could adversely ~~affect~~impact our earnings.

-32-

OnWe October 19, 2010, the FDIC adopted a new DIF Restoration Plan, which requires the DIF to attain a 1.35% reserve ratio by September 30, 2020 and foregoes the uniform three basis point-increase scheduled to take effect on January 1, 2011. In addition, the FDIC modified the method by which assessments are ~~determined and, effective April 1, 2011, adjusted assessment rates, which will range from 2.5 to 45 basis points (annualized),~~ subject to ~~adjustments~~federal ~~for~~and ~~unsecured~~state fair ~~debt~~lending ~~and~~laws, ~~in the case of small institutions outside the lowest risk category~~ and ~~certain~~failure ~~large and highly complex institutions, brokered deposits. Further increased FDIC assessment premiums, due~~ to ~~our~~comply ~~risk~~with ~~classification,~~these ~~emergency~~laws ~~assessments, or implementation of the modified DIF reserve ratio,~~ could ~~adversely~~lead ~~impact~~to ~~our~~material ~~earnings~~penalties.

Federal and state fair Welending ~~are~~laws ~~subject~~and toregulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions. The Department of Justice, CFPB and other federal and state agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution's performance under fair lending laws, ~~and~~in ~~failure~~private class action litigation. A successful challenge to ~~comply~~our ~~with~~performance ~~these~~under the fair lending laws and regulations could ~~lead~~adversely toimpact ~~material~~our rating under the CRA and result in a wide variety of sanctions, including the required payment of damages and civil money penalties., injunctive relief, imposition of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, business, financial condition and results of operations.

~~Federal~~A ~~and~~downgrade ~~state~~of ~~fair lending laws and regulations, such as~~ the ~~Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions~~U. ~~The Department of Justice, CFPB and other federal and state agencies are responsible for enforcing these laws and regulations~~S. ~~Private~~credit parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation. A successful challenge to our performance under the fair lending laws and regulations rating could ~~adversely~~negatively impact our ~~rating under the CRA and result in a wide variety of sanctions~~business, ~~including~~results ~~the required payment~~ of ~~damages~~operations and ~~civil money penalties, injunctive relief, imposition of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, business,~~ financial condition ~~and results of operations~~.

Periodic U.S. debt ceiling and budget deficit concerns together with signs of deteriorating sovereign debt conditions in Europe, have increased the possibility of credit-rating downgrades and economic slowdowns in the U.S. Although U.S. lawmakers passed legislation to raise the federal debt ceiling in 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the U.S. from "AAA" to "AA+" in August 2011. This rating was affirmed in June 2013. The ~~downgrade~~impact of any further downgrades to the U.S. government's sovereign credit rating or its perceived creditworthiness could ~~negatively~~adversely affect the U.S. and global financial markets and economic conditions. A downgrade of the U.S. government's credit rating or a default by the U.S. government to satisfy its debt obligations likely would create broader financial turmoil and uncertainty, which would weigh heavily on the global banking system. It is possible that any such impact could have a material adverse effect on our business, results of operations and financial condition.

~~Recent~~Failure ~~U.S.~~to ~~debt~~comply ~~ceiling and budget deficit concerns together~~ with ~~signs~~government regulation ofand ~~deteriorating~~supervision ~~sovereign~~could ~~debt~~result ~~conditions~~ in ~~Europe,~~sanctions ~~have~~by ~~increased~~regulatory ~~the possibility of additional credit-rating downgrades and economic slowdowns in the U.S. Although U.S. lawmakers passed legislation to raise the federal debt ceiling in 2011~~agencies, ~~Standard~~civil &money Poor's Ratings Services lowered its long-term sovereign credit rating on the U.S. from "AAA" to "AA+" in August 2011. This rating was affirmed in June 2013. The impact of any further downgrades to the U.S. government's sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. In February 2014penalties, ~~the U.S. government adopted legislation to suspend the debt limit through March 2015. Moody's~~ and ~~Fitch~~damage ~~have each warned that they may downgrade the U.S. government's rating if the federal debt is not stabilized. A downgrade of the U.S. government's credit rating or a default by the U.S. government~~ to satisfy its debt obligations likely would create broader financial turmoil and uncertainty, which would weigh heavily on the global banking system. It is possible that any such impact could have a material adverse effect on our ~~business, results of operations and financial condition~~reputation.

Our operations are subject to extensive regulation by federal, state, and local governmental authorities. Given the current disruption in the financial markets, we expect that the government will continue to pass new regulations and laws that will impact us. Compliance with such regulations may increase our costs and limit our ability to pursue business opportunities. Failure to comply with ~~government~~laws, ~~regulation~~ regulations, and ~~supervision~~policies could result in sanctions by regulatory agencies, civil money penalties, and damage to our reputation. While we have policies and procedures in place that are designed to prevent violations of these laws, regulations, and policies, there can be no assurance that such violations will not occur.

~~Our~~Risks ~~operations~~Relating ~~are subject~~ to ~~extensive~~Ownership regulation by federal, state, and local governmental authorities. Given the current disruption in the financial markets, we expect that the government will continue to pass new regulations and laws that will impact us. Compliance with such regulations may increase our costs and limit our ability to pursue business opportunities. Failure to comply with laws, regulations, and policies could result in sanctions by regulatory agencies, civil money penalties, and damage to our reputation. While we have policies and procedures in place that are designed to prevent violations of ~~these~~Our ~~laws, regulations, and policies, there can be no assurance that such violations will not occur.~~Common Stock

~~Risks~~Our ~~Relating~~ability to ~~Ownership~~pay ofcash ~~Our~~dividends ~~Common~~on ~~Stock~~capital stock is limited and we may be unable to pay future dividends.

We make no assurances that we will pay any dividends ~~Our~~in the future. Any future determination relating to dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, future prospects, regulatory restrictions, and other factors that our Board of Directors may deem relevant. The holders of our capital stock are entitled to receive dividends when, and if, declared by our Board of Directors out of funds legally available for that purpose. As part of our consideration to pay cash dividends, we intend to retain adequate funds from future earnings to support the development and growth of our business. In addition, our ability to pay dividends is restricted by federal policies and regulations. It is the policy of the Federal Reserve Bank that bank holding companies should pay cash dividends on capital stock only out of net income available over the past year and only if prospective earnings retention is ~~limited~~consistent with the organization’s expected future needs and wefinancial ~~may~~condition. beFurther, ~~unable~~our principal source of funds to pay ~~future~~dividends is cash dividends that we receive from the Bank. In addition, pursuant to the Company MOU, we are prohibited from declaring and paying cash dividends without prior written approval from the Federal Reserve Bank.

We make no assurances that we will pay any dividends in the future. Any future determination relating to dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, future prospects, regulatory restrictions, and other factors that our Board of Directors may deem relevant. The holders of our capital stock are entitled to receive dividends when, and if, declared by our Board of Directors out of funds legally available for that purpose. As part of our consideration to pay cash dividends, we intend to retain adequate funds from future earnings to support the development and growth of our business. In addition, our ability to pay dividends is restricted by federal policies and regulations. It is the policy of the Federal Reserve Bank that bank holding companies should pay cash dividends on capital stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. Further, our principal source of funds to pay dividends is cash dividends that we receive from the Bank. In addition, pursuant to the Company MOU, we are prohibited from declaring and paying cash dividends without prior written approval from the Federal Reserve Bank.33

~~-33-~~Because we have participated in the TARP CPP, our ability to pay cash dividends on common stock is further limited. Specifically, we may not pay cash dividends on common stock unless all dividends have been paid on the securities issued to the Treasury under the TARP CPP. The TARP CPP also restricts our ability to increase the amount of cash dividends on common stock, which potentially limits your opportunity for gain on your investment. The Federal Reserve Bank has required us to defer payment of the dividends on our outstanding classes of preferred stock since the third quarter of 2011.

~~Because~~Finally, wegiven ~~have~~the ~~participated~~requirements inunder the ~~TARP CPP~~Company MOU, ~~our~~we ~~ability~~have tobeen ~~pay~~required ~~cash~~by ~~dividends~~the onFederal ~~common~~Reserve ~~stock~~Bank isto ~~further~~defer ~~limited. Specifically,~~interest wepayments ~~may~~payable ~~not pay cash dividends~~ on ~~common~~our ~~stock~~outstanding ~~unless~~trust ~~all~~preferred ~~dividends have been paid on the~~ securities. Accordingly, ~~issued~~pursuant to the ~~Treasury~~terms ~~under~~of the ~~TARP~~trust ~~CPP. The~~preferred ~~TARP~~securities, ~~CPP~~we ~~also~~are ~~restricts~~further ~~our~~restricted ~~ability~~from topaying ~~increase~~dividends ~~the~~on ~~amount~~our ofcommon stock ~~cash~~and ~~dividends~~our onoutstanding ~~common~~classes of preferred stock, ~~which~~absent ~~potentially~~authorization ~~limits~~from ~~your~~a ~~opportunity~~majority ~~for~~of ~~gain~~the onholders ~~your~~of ~~investment. The~~our ~~Federal~~outstanding ~~Reserve~~trust preferred ~~Bank~~securities, ~~has~~until ~~required~~such ustime toas ~~defer payment of~~ the ~~dividends~~Company onhas ~~our~~paid ~~outstanding~~all ~~classes~~interest ofdue ~~preferred~~and ~~stock~~payable ~~since~~on the ~~third~~trust ~~quarter~~preferred ~~of 2011~~securities.

~~Finally,~~The ~~given~~holders ~~the~~of ~~requirements~~shares ~~under the Company MOU, we have been required by the Federal Reserve Bank to defer interest payments payable on our outstanding trust preferred securities. Accordingly, pursuant to the terms~~ of ~~the trust preferred securities, we are further restricted from paying dividends on~~ our ~~common~~various ~~stock and our outstanding~~ classes of preferred stock, ~~absent~~have ~~authorization~~rights ~~from~~that aare ~~majority~~senior ofto ~~the~~those ~~holders~~ of our ~~outstanding~~common ~~trust preferred securities, until such time as the Company has paid all interest due and payable on the trust preferred securities~~shareholders.

~~The~~We ~~holders~~have ofsupported ~~shares~~our ofcapital ~~our~~operations ~~various~~by issuing two classes of preferred stock ~~have~~to ~~rights~~the ~~that~~Treasury ~~are~~under ~~senior~~the toTARP ~~those~~CPP. These shares of ~~our~~Series ~~common~~A ~~stockholders~~and Series B Preferred Stock were sold by the Treasury to unaffiliated third parties in March 2013.

Each outstanding class of preferred stock has Wedividend ~~have~~rights ~~supported~~that are senior to our ~~capital~~common ~~operations~~stock; bytherefore, ~~issuing~~we ~~two~~must ~~classes~~pay dividends on each class of preferred stock tobefore ~~the~~we can ~~Treasury~~pay ~~under~~any ~~the~~dividends ~~TARP~~on ~~CPP~~our common stock. ~~These~~ ~~shares~~In the event of ~~Series~~our Abankruptcy, ~~and~~dissolution, ~~Series~~or Bliquidation, ~~Preferred~~the ~~Stock~~holders ~~were~~of ~~sold~~our bypreferred stock ~~the~~must ~~Treasury~~be tosatisfied ~~unaffiliated~~before ~~third~~we ~~parties~~can inmake ~~March~~any ~~2013~~distributions to our common shareholders.

~~Each~~The ~~outstanding~~deregistration ~~class~~ of ~~preferred~~our common stock ~~has~~under ~~dividend~~Section ~~rights~~12(g) of ~~that~~the ~~are~~Exchange ~~senior~~and tothe ~~our~~pending ~~common~~suspension ~~stock;~~of ~~therefore,~~our weobligation ~~must~~to ~~pay~~file ~~dividends~~current, onquarterly ~~each~~and ~~class~~annual ofreports ~~preferred~~with ~~stock~~the ~~before~~SEC weunder ~~can~~Section 15(d) ~~pay~~of ~~any~~the ~~dividends~~Exchange onAct ~~our~~will ~~common~~result ~~stock. In~~in ~~the~~less ~~event~~information ofabout ~~our~~the ~~bankruptcy,~~Company’s ~~dissolution,~~financial orcondition ~~liquidation,~~and ~~the~~results ~~holders~~ of ~~our~~operations being ~~preferred~~readily ~~stock~~available ~~must~~to bethe ~~satisfied~~public ~~before~~and wehave ~~can~~other ~~make~~potentially ~~any~~adverse ~~distributions~~consequences to holders of our common ~~stockholders~~stock.

Immediately after we file this Annual Report ~~Economic~~on Form 10-K and ~~other~~file ~~circumstances~~a ~~may~~second ~~require~~Form us15, the Company will cease to ~~raise~~file ~~capital~~annual, atquarterly, ~~times~~current, orand other reports and documents with the SEC. We will not be providing periodic reports in ~~amounts~~the ~~that~~format ~~are~~currently ~~unfavorable~~required toof us. Ifunder wethe provisions of the Exchange Act and, as a result, shareholders will have access to ~~issue~~less ~~shares~~information ofabout ~~common~~us ~~stock~~and our business, ~~they~~operations, and financial performance. Moreover, we will ~~dilute~~no longer be subject to the ~~percentage~~provisions ~~ownership~~of ~~interest~~the Sarbanes-Oxley Act and certain of ~~existing~~the liability provisions of the Exchange Act and our executive officers, directors and 10% shareholders will no longer be required to file reports relating to their transactions in our common stock with the SEC. In addition, our executive officers, directors and ~~may~~10% ~~dilute~~shareholders will no longer be subject to the ~~book~~short-swing ~~value~~profits ~~per~~provisions ~~share~~of the Exchange Act, and persons acquiring more than 5% of our common stock will ~~and~~no ~~adversely~~longer ~~affect~~be ~~the~~required ~~terms~~to onreport ~~which~~their webeneficial ~~may~~ownership ~~obtain~~under ~~additional~~the ~~capital~~Exchange Act.

WeIn ~~may~~addition, ~~need~~the toreduction ~~incur~~in ~~additional~~the ~~debt~~volume orand detail ~~equity~~of ~~financing~~information inabout the ~~future~~Company available to ~~make~~the ~~strategic~~public ~~acquisitions~~as ora ~~investments~~result orof tothe ~~strengthen~~deregistration of our ~~capital~~common ~~position~~stock and suspension of SEC reporting could cause deterioration in the liquidity of our common stock. ~~Our~~The ~~ability~~lack of liquidity provided by a ready market of common stock may result in fewer opportunities to raise additional capital, ifthrough ~~needed,~~private ~~will~~offerings ~~depend~~of ~~on,~~our ~~among~~securities ~~other~~and ~~things~~utilize equity-based incentive compensation tools to recruit and retain executive talent. Moreover, ~~conditions~~companies inthat file reports with the SEC ~~capital~~are ~~markets~~often atviewed ~~that~~by ~~time~~existing shareholders, ~~which~~potential ~~are~~investors, ~~outside~~employees, ofinvestors, ~~our~~customers, ~~control~~vendors and ~~our~~others ~~financial~~as ~~performance~~more established, reliable and prestigious than privately held companies. WeSEC ~~cannot~~reporting ~~provide~~companies ~~assurance~~are often followed by analysts who publish reports on their operations and prospects. Companies that ~~such~~their ~~financing~~status ~~will~~as bean ~~available~~SEC toreporting uscompany onmay ~~acceptable~~risk ~~terms~~losing orprestige in atthe ~~all~~eyes of the public, the investment community and key constituencies. The Company does not currently enjoy research analyst coverage or ifsimilar wemedia doattention ~~raise~~and ~~additional~~many ~~capital~~similarly ~~that~~situated itcommunity ~~will~~bank ~~not~~holding becompanies ~~dilutive~~have taken advantage of the opportunity created by the JOBS Act to ~~existing~~deregister ~~shareholders~~their common stock and suspend their SEC reporting obligations.

IfEconomic weand ~~determine,~~other ~~for~~circumstances ~~any~~may ~~reason,~~require ~~that~~us ~~we need~~ to raise capital, at ~~our~~times ~~board generally has the authority, without action by~~ or ~~vote~~in ofamounts the shareholders, to issue all or part of any authorized but unissued shares of stock for any corporate purpose, including issuance of equity-based incentives under or outside of our equity compensation plans. Additionally, we are not restricted from issuing additional common stock or preferred stock, including any securities that are ~~convertible~~unfavorable ~~into or exchangeable for, or that represent the right~~ to ~~receive, common stock or preferred stock or any substantially similar securities~~us. ~~The~~If ~~market~~we ~~price~~have ofto ~~our~~issue ~~common stock could decline as a result of sales by us of a large number of~~ shares of common stock, orthey ~~preferred stock or similar securities in the market or from the perception that such sales could occur. Any issuance of additional shares of stock~~ will dilute the percentage ownership interest of ~~our~~existing shareholders and may dilute the book value per share of our common stock. ~~Shares~~and weadversely ~~issue~~affect ~~in connection with any such offering will increase~~ the terms ~~total~~on ~~number~~which ofwe ~~shares and~~ may ~~dilute~~obtain ~~the~~additional ~~economic and voting ownership interest of our existing shareholders~~capital.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~34

We may need to incur additional debt or equity ~~Not~~financing ~~Applicable~~in the future to make strategic acquisitions or investments or to strengthen our capital position. Our ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control and our financial performance. We cannot provide assurance that such financing will be available to us on acceptable terms or at all, or if we do raise additional capital that it will not be dilutive to existing shareholders.

If we determine, for any reason, that we need to raise capital, our board generally has the authority, without action by or vote of the shareholders, to issue all or part of any authorized but unissued shares of stock for any corporate purpose, including issuance of equity-~~34-~~based incentives under or outside of our equity compensation plans. Additionally, we are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. The market price of our common stock could decline as a result of sales by us of a large number of shares of common stock or preferred stock or similar securities in the market or from the perception that such sales could occur. Any issuance of additional shares of stock will dilute the percentage ownership interest of our shareholders and may dilute the book value per share of our common stock. Shares we issue in connection with any such offering will increase the total number of shares and may dilute the economic and voting ownership interest of our existing shareholders.

ITEM 21B. ~~PROPERTIES~~ UNRESOLVED STAFF COMMENTS

~~The~~Not ~~executive and main offices of the Company and the Bank are located at 2170 West Palmetto Street in Florence, South Carolina~~Applicable. The facility at that location is owned by the Bank. The Bank also owns an adjacent lot that is used as a parking lot. The headquarters building is a two-story building having approximately 12,000 square feet. The building has six inside teller stations, two teller stations servicing four drive-through lanes, and a night depository and automated teller machine drive-through lane that is accessible after the Bank’s normal business hours.

OnITEM ~~April 26, 2000, the Bank opened a branch at 411 Second Loop Road in Florence, South Carolina~~2. ~~The~~ ~~Second Loop branch facility, which is owned by the Bank, is located on approximately one acre of land and contains approximately 3,000 square feet.~~PROPERTIES

OnThe ~~May~~executive ~~15,~~and ~~2002,~~main ~~the~~offices ~~Bank~~of ~~purchased~~the anCompany and ~~additional~~the ~~facility~~Bank are located at ~~2145~~2170 ~~Fernleaf~~West ~~Drive~~Palmetto Street in Florence, South Carolina. The ~~Fernleaf~~facility ~~Drive~~at ~~site~~that ~~contains~~location ~~approximately~~is 0owned by the Bank.5 ~~acres~~The ofBank ~~land~~also ~~and~~owns ~~includes~~an adjacent lot that is used as a 7parking lot. The headquarters building is a two-story building having approximately 12,~~500~~000 square feet ~~building~~. The ~~facility~~building ~~serves~~has assix ~~additional~~inside ~~space~~teller ~~for~~stations, ~~the~~two ~~operational~~teller ~~and~~stations ~~information~~servicing ~~technology~~four ~~activities~~drive-through lanes, ofand ~~the~~a ~~Bank,~~night ~~including~~depository ~~data~~and ~~processing~~automated ~~and~~teller ~~auditing. No~~machine ~~customer~~drive-through ~~services~~lane ~~will~~that beis ~~conducted~~accessible inafter ~~this~~the ~~facility~~Bank’s normal business hours.

On ~~June~~April 1726, ~~2004~~2000, the Bank opened a ~~temporary~~ branch at ~~709~~411 ~~North~~Second ~~Lake~~Loop ~~Drive~~Road in ~~Lexington~~Florence, South Carolina. On ~~July~~The 1,Second ~~2008,~~Loop ~~the bank subsequently moved into its permanent~~ branch facility ~~at 801 North Lake Drive in Lexington~~, ~~South Carolina. The Lexington branch facility,~~ which is ~~leased~~owned by the Bank, is located on approximately ~~two~~one ~~acres~~acre of land and contains approximately 133,000 square feet.

On ~~March~~May 15, ~~2005~~2002, the Bank ~~opened~~purchased aan ~~branch~~additional facility located at 512145 ~~State~~Fernleaf ~~Street,~~Drive ~~Charleston~~in Florence, South Carolina. ~~This~~ ~~property~~The isFernleaf ~~leased~~Drive site contains approximately 0. On5 ~~August~~acres 8,of land ~~2005~~and includes a 7,500 ~~the~~square ~~Bank~~feet ~~changed~~building. ~~the~~The ~~street~~facility ~~address~~serves ofas ~~this~~additional ~~location~~space tofor 25the ~~Cumberland~~operational ~~Street,~~and ~~Charleston~~information technology activities of the Bank, ~~South~~including ~~Carolina~~data ~~because~~processing ofand aauditing. ~~change~~No incustomer ~~the~~services ~~primary~~will ~~entrance~~be toconducted ~~the~~in ~~branch~~this facility.

On ~~March~~June 2417, ~~2005~~2004, the Bank ~~leased~~opened ~~approximately~~a ~~five~~temporary branch ~~acres~~ at ~~2211~~709 ~~West~~North ~~Palmetto~~Lake ~~Street~~Drive in ~~Florence~~Lexington, South Carolina ~~for possible development of a future headquarters location~~. ~~This~~On ~~property~~July ~~and~~1, an2008, ~~adjacent~~the ~~parcel~~bank ~~were~~subsequently ~~purchased~~moved byinto ~~the~~its ~~Company~~permanent branch onfacility ~~November~~at ~~24,~~801 ~~2008~~North ~~and~~Lake ~~are~~Drive ~~leased~~in byLexington, ~~the~~South ~~Bank~~Carolina. On ~~March~~The ~~15,~~Lexington ~~2012~~branch facility, ~~the~~which ~~Company~~is ~~and~~leased by the Bank, is ~~agreed~~located toon ~~waive~~approximately ~~the~~two ~~Bank’s~~acres ~~obligation~~of toland ~~pay~~and ~~rent~~contains ~~for~~approximately ~~the~~13,000 ~~balance~~square ~~of 2013~~feet.

On ~~October~~March 315, 2005, the Bank opened a branch ~~office~~ at ~~800~~51 ~~South~~State ~~Shelmore Boulevard~~Street, ~~Mount Pleasant~~Charleston, South Carolina. ~~The~~ ~~Mount~~This ~~Pleasant~~property ~~branch~~is ~~facility~~leased. isOn ~~located~~August on8, ~~approximately~~2005, ~~one~~the ~~acre~~Bank ofchanged ~~land~~the ~~owned~~street byaddress of ~~the~~this ~~Company~~location ~~and~~to ~~contains~~25 ~~approximately~~Cumberland 6Street,~~500~~ ~~square~~Charleston, ~~feet~~South Carolina because of a change in the primary entrance to the branch.

On ~~February~~March 924, ~~2006~~2005, the Bank ~~purchased~~leased approximately five ~~0.75~~ acres at ~~2148~~2211 West Palmetto Street, in Florence, South Carolina for possible development of a future ~~training~~headquarters ~~facility~~location. On This ~~April~~property 1,and ~~2007~~an adjacent parcel were purchased by the Company on November 24, 2008 and are leased by the Bank. ~~opened~~The ~~its~~Company and ~~Learning~~the ~~Center which~~Bank ~~contains~~agreed ~~approximately~~to ~~6,000~~waive ~~square~~the ~~feet~~Bank’s obligation to pay rent to the Company on this property.

~~The~~On ~~Bank~~October ~~owns~~3, ~~property~~2005, atthe ~~44th~~Bank ~~Business~~opened ~~Park,~~a ~~Lots~~branch office 1,at 2,800 ~~and~~South 3Shelmore Boulevard, ~~North~~Mount ~~Myrtle Beach~~Pleasant, South Carolina,. ~~which~~The ~~was~~Mount ~~intended~~Pleasant tobranch befacility ais ~~branch~~located ~~site,~~on ~~but~~approximately one ~~was~~acre ~~never~~of ~~developed. This~~land ~~property~~owned isby ~~currently~~the ~~listed~~Company ~~for~~and ~~sale~~contains approximately 6,500 square feet.

In June 2007, the Bank entered into a lease for approximately 1.3 acres of land located at 5243 Forest Drive, Columbia, South Carolina. The Company anticipates that it will use this land as the site of a future branch office location.35

InOn ~~March~~February ~~2008~~9, 2006, the Bank purchased 1approximately 0.3775 acres at ~~8551~~2148 ~~Rivers~~West ~~Avenue~~Palmetto Street, ~~North Charleston~~Florence, South Carolina ~~and~~for ~~one~~a ~~acre~~future attraining ~~950~~facility. ~~Lake~~On ~~Murray~~April ~~Boulevard~~1, ~~Columbia~~2007, ~~South~~the ~~Carolina,~~Bank ~~which~~opened its ~~are~~Learning ~~expected~~Center towhich becontains ~~future~~approximately ~~branch~~6,000 ~~office~~square ~~locations~~feet.

The Bank owns property at 44th Business OnPark, ~~July~~Lots 241, ~~2009~~2, ~~the~~and ~~Bank~~3, ~~opened~~North aMyrtle ~~branch~~Beach, ~~office~~South atCarolina, ~~2805A~~which ~~Sunset~~was ~~Boulevard,~~intended ~~West~~to ~~Columbia~~be a branch site, ~~South~~but ~~Carolina~~was innever adeveloped. ~~facility~~This property ~~leased~~is bycurrently ~~the~~listed ~~Bank~~for sale.

~~Other~~In ~~than~~June 2007, the Bank ~~facilities~~entered ~~described~~into ina ~~the~~lease for ~~preceding~~approximately ~~paragraphs~~1.3 ~~and~~acres ~~the~~of ~~real~~land ~~estate-related~~located ~~loans~~at ~~funded~~5243 byForest ~~the~~Drive, ~~Bank~~Columbia, ~~previously~~South ~~described in “Item 1~~Carolina. ~~Business—First~~ ~~Reliance~~The ~~Bank,” the~~ Company ~~does~~anticipates ~~not~~that ~~invest~~it inwill use ~~real~~this ~~estate,~~land ~~interests~~as inthe ~~real~~site ~~estate, real estate mortgages, or securities~~ of ora ~~interests~~future inbranch ~~persons~~office ~~primarily engaged in real estate activities~~location.

~~-35-~~In March 2008, the Bank purchased 1.37 acres at 8551 Rivers Avenue, North Charleston, South Carolina and one acre at 950 Lake Murray Boulevard, Columbia, South Carolina, which are expected to be future branch office locations.

On July 24, 2009, the Bank opened a branch office ~~ITEM~~at ~~3. LEGAL~~2805A ~~PROCEEDINGS~~Sunset Boulevard, West Columbia, South Carolina in a facility leased by the Bank.

AsOther ofthan ~~December~~the ~~31,~~Bank ~~2013~~facilities ~~and~~described in the ~~date~~preceding ofparagraphs ~~this~~and ~~Form~~the 10real estate-K,related weloans ~~believe~~funded ~~that~~by wethe ~~are~~Bank ~~not~~previously adescribed ~~party~~in ~~to,~~“Item ~~nor~~1. isBusiness—First Reliance ~~any~~Bank,” ~~of our property~~ the ~~subject~~Company ~~of,~~does ~~any~~not ~~pending~~invest ~~material~~in ~~proceeding~~real ~~other~~estate, ~~than~~interests ~~those~~in ~~that~~real ~~may~~estate, ~~occur~~real inestate ~~the~~mortgages, ~~ordinary~~or ~~course~~ securities of ~~our~~or ~~business,~~interests ~~except~~in ~~for~~persons ~~the~~primarily ~~proceeding~~engaged ~~described~~in ~~below~~real estate activities.

OnITEM ~~July 27, 2013, Gilbert Jarrell, in his individual capacity and on behalf of a proposed class of other similarly situated persons, filed a lawsuit in the Florence County Court of Common Pleas, Case No~~3. ~~2013-CP-21-1701. The~~LEGAL Complaint named the Bank as defendant. The Complaint alleges that plaintiff and other similarly situated persons who were clients of the Schurlknight and Rivers Law Firm ("S&R") were defrauded by S&R by settling claims without paying the plaintiffs their share of the settlement proceeds. Mr. Schurlknight committed suicide and Mr. Rivers has been indicted by the United States for mail fraud. S&R maintained its client trust account(s) with the Bank. The Plaintiffs claim that First Reliance aided and abetted S&R in the commission of many torts. The causes of action alleged are: aiding and abetting breach of fiduciary duty, aiding and abetting fraud, negligent supervision, breach of contract/third party beneficiary, negligence, and conversion. While the Bank is not able to predict the outcome of this lawsuit, it vehemently denies any wrongdoing or knowledge of any schemes by S&R to defraud the plaintiffs or any of the other former clients of S&R. The parties are currently engaged in the discovery process and a mediation of the matter has been scheduled. The plaintiffs in their complaint request $6 million in damages and in subsequent correspondence have claimed damages of $13 million. PROCEEDINGS

~~ITEM~~As 4.of ~~MINE~~December ~~SAFETY~~31, ~~DISCLOSURES~~2014 and the date of this Form 10-K, we believe that we are not a party to, nor is any of our property the subject of, any pending material proceeding other than those that may occur in the ordinary course of our business, except for the proceeding described below.

On July 27, 2013, Gilbert Jarrell, in his individual ~~None~~capacity and on behalf of a proposed class of other similarly situated persons, filed a lawsuit in the Florence County Court of Common Pleas, Case No. 2013-CP-21-1701. The Complaint named the Bank as defendant. The Complaint alleges that plaintiff and other similarly situated persons who were clients of the Schurlknight and Rivers Law Firm ("S&R") were defrauded by S&R by settling claims without paying the plaintiffs their share of the settlement proceeds. Mr. Schurlknight committed suicide and Mr. Rivers has been indicted by the United States for mail fraud. S&R maintained its client trust account(s) with the Bank. The Plaintiffs claim that First Reliance aided and abetted S&R in the commission of many torts. The causes of action alleged are: aiding and abetting breach of fiduciary duty, aiding and abetting fraud, negligent supervision, breach of contract/third party beneficiary, negligence, and conversion. While the Bank is not able to predict the outcome of this lawsuit, it vehemently denies any wrongdoing or knowledge of any schemes by S&R to defraud the plaintiffs or any of the other former clients of S&R. The parties are currently engaged in the discovery process and a mediation of the matter has been scheduled. The plaintiffs in their complaint request $6 million in damages and in subsequent correspondence have claimed damages of $13 million.

~~PART~~ITEM II4. MINE SAFETY DISCLOSURES

~~ITEM 5~~None. ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~

The response to this Item is included in the Company’s 2013 Annual Report to Shareholders under the heading, “Market for First Reliance Bancshares, Inc.’s Common Stock; Payment of Dividends,” and is incorporated herein by reference.36

~~-36-~~PART II

~~The~~ITEM ~~following~~5. ~~selected~~MARKET ~~financial~~FOR ~~data~~REGISTRANT’S isCOMMON ~~derived from the consolidated financial statements and other data of First Reliance Bancshares~~EQUITY, ~~Inc.~~RELATED ~~and~~SHAREHOLDER ~~Subsidiary (the “Company”). The selected financial data should be read in conjunction with the consolidated financial statements~~MATTERS, ~~including~~AND ~~the~~ISSUER ~~accompanying~~PURCHASES ~~notes,~~OF ~~included~~EQUITY ~~elsewhere herein.~~SECURITIES

(Dollars in thousands, except per share data)	2013			2012			2011			2010			2009
Income Statement Data:
Interest income	$	14,706		$	18,812		$	23,185		$	27,947		$	32,025
Interest expense		2,448			4,481			6,513			11,656			15,640
Net interest income		12,258			14,331			16,672			16,291			16,385
Provision for loan losses		610			1,946			5,403			3,542			14,401
Net interest income after provision for loan losses		11,648			12,385			11,269			12,749			1,984
Noninterest income		4,405			6,537			4,847			4,896			7,610
Noninterest expense		22,393			18,639			20,362			19,234			19,619
Income (loss) before income taxes		(6,340)			283			(4,246)			(1,589)			(10,025)
Income tax expense (benefit)		1,397			7			5,135			(1,440)			(4,181)
Net income (loss)		(7,737)			276			(9,381)			(149)			(5,844)
Preferred stock dividends		1,140			1,176			1,175			1,131			837
Net loss available to common shareholders	$	(8,877)		$	(900)		$	(10,556)		$	(1,280)		$	(6,681)
Balance Sheet Data:
Assets	$	355,408		$	418,277		$	494,966		$	530,095		$	645,508
Earning assets		306,242			362,518			435,214			468,618			589,657
Securities held-to-maturity (1)		36,952			-			-			-			-
Securities available-for-sale (2)		12,145			60,071			84,534			84,473			121,949
Loans (3)		240,750			265,879			306,262			355,514			411,728
Allowance for loan losses		2,894			4,167			7,743			6,271			9,801
Deposits		282,415			349,314			427,816			455,250			552,763
Shareholders’ equity		39,093			41,198			41,118			48,592			45,224
Per Common Share Data:
Basic loss	$	(2.07)		$	(0.22)		$	(2.57)		$	(0.32)		$	(1.87)
Diluted loss		(2.07)			(0.22)			(2.57)			(0.32)			(1.87)
Common book value		3.56			5.64			5.67			7.49			8.36
Performance Ratios:
Return on average assets (4)		(2.02)	%		0.06	%		(1.82)	%		(0.03)	%		(0.88)	%
Return on average equity (5)		(19.57)	%		0.66	%		(19.97)	%		(0.31)	%		(12.14)	%
Net interest margin (6)		3.74	%		3.54	%		3.67	%		3.04	%		2.66	%
Efficiency (7)		113.61	%		97.79	%		96.95	%		94.27	%		89.03	%
Capital and Liquidity Ratios:
Average equity to average assets		10.31	%		9.08	%		9.09	%		8.19	%		7.28	%
Leverage (4.00% required minimum)		11.78	%		11.48	%		9.85	%		9.99	%		8.25	%
Risk-based capital
Tier 1		14.73	%		15.91	%		13.54	%		13.34	%		11.52	%
Total		15.75	%		17.16	%		14.80	%		14.59	%		12.78	%
Average loans to average deposits		78.21	%		73.94	%		75.99	%		75.32	%		86.07	%

Market Information, Holders, and Dividends

No established public trading market exists ~~______________________~~for our common stock, and there can be no assurance that a public trading market for our common stock will develop. Our common stock is quoted on the OTC Bulletin Board under the symbol “FSRL,” and we have a sponsoring broker-dealer to match buy and sell orders for our common stock. Although we are quoted on the OTC Bulletin Board, the trading markets on the OTC Bulletin Board lack the depth, liquidity, and orderliness necessary to maintain a liquid market, and trading and quotations of our common stock have been limited and sporadic. The OTC Bulletin Board prices are quotations, which reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

~~(1)~~The ~~Securities~~following ~~held-to-maturity~~table ~~are~~sets ~~stated~~forth atfor ~~cost.~~the period indicated the high and low bid prices for our common stock reported by the OTC Bulletin Board for the periods indicated:

(2) Securities available-for-sale are stated at fair value.

	High		Low
2014
Quarter Ended December 31, 2014	$	3.29	$	3.29
Quarter Ended September 30, 2014		2.85		2.85
Quarter Ended June 30, 2014		2.00		2.00
Quarter Ended March 31, 2014		1.88		1.88
2013
Quarter Ended December 31, 2013		1.71		1.71
Quarter Ended September 30, 2013		1.65		1.65
Quarter Ended June 30, 2013		1.80		1.80
Quarter Ended March 31, 2013		2.00		2.00

~~(3)~~As ~~Loans~~of ~~are~~March ~~stated~~23, at2015 ~~gross~~there ~~amounts~~were ~~before~~4,704,647 ~~allowance~~shares of ~~for~~common ~~loan~~stock ~~losses~~outstanding ~~and~~held ~~include~~by ~~loans~~approximately ~~held~~1,150 ~~for~~shareholders ~~sale~~of record.

~~(4)~~We ~~Net~~have ~~income~~not ~~(loss)~~declared ~~before~~or ~~preferred~~paid any cash dividends on our common stock since our inception. For the foreseeable future, we do not intend to declare cash dividends. ~~divided~~We intend to retain earnings to grow our business and strengthen our capital base. Our ability to pay cash dividends depends primarily on the ability of our subsidiary, First Reliance Bank to pay dividends to us. As a South Carolina chartered bank, the Bank is subject to limitations on the amount of dividends that it is permitted to pay. Unless otherwise instructed by ~~average~~the ~~assets~~South Carolina Board of Financial Institutions, the Bank is generally permitted under South Carolina state banking regulations to pay cash dividends of up to 100% of net income in any calendar year without obtaining the prior approval of the S.C. Board. The FDIC also has the authority under federal law to enjoin a bank from engaging in what in its opinion constitutes an unsafe or unsound practice in conducting its business, including the payment of a dividend under certain circumstances.

~~(5)~~Equity ~~Net~~Based ~~income~~Compensation ~~(loss)~~Plan ~~before preferred stock dividends divided by average equity.~~Information

~~(6)~~The ~~Net~~following ~~interest~~table ~~income~~provides ~~divided~~information byregarding compensation ~~average~~plans ~~earning~~under ~~assets~~which equity securities of the Company are authorized for issuance. All data is presented as of December 31, 2014.

(7) Noninterest expense, less provision for losses on other real estate owned (“OREO”), divided by the sum of net interest income and noninterest income, excluding gains and losses on sales of assets.37

-37-

Equity Compensation Plan Table
	(a)		(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		-		-		-
Equity compensation plans not approved by security holders		213,100	$	3.86		503,993
Total		213,100	$	3.86		503,993

On January 19, 2006, the Board of Directors ~~Basis~~approved the First Reliance Bancshares, Inc. 2006 Equity Incentive Plan (the “2006 Plan”). The 2006 Plan provides that the Company may grant stock incentives to participants in the form of ~~Presentation~~nonqualified stock options, dividend equivalent rights, phantom shares, stock appreciation rights, stock awards, and performance unit awards (each a “Stock Incentive”). The Company reserved up to 350,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Plan. The 2006 Plan was amended in 2010 to increase the number of shares reserved for issuance thereunder to 950,000. This number of shares may change in the event of future stock dividends, stock splits, recapitalizations and similar events. If a Stock Incentive expires or terminates without being paid, exercised or otherwise settled, the shares subject to that Stock Incentive may again be available for awards under the 2006 Plan.

The following discussion should be read in conjunction with the preceding “Selected Financial Data” and the Company’s consolidated financial statements and the notes thereto and the other financial data included elsewhere herein. The financial information provided below has been rounded in order to simplify its presentation. However, the ratios and percentages provided below are calculated using the detailed financial information contained in the consolidated financial statements, the notes thereto and the other financial data included elsewhere herein. Except where otherwise indicated, the “Company”, “we”, “us” and “our” refer to First Reliance Bancshares, Inc. and its wholly-owned subsidiary, First Reliance Bank.38

~~General~~ITEM 6. SELECTED FINANCIAL DATA

~~First~~The ~~Reliance~~following ~~Bank~~selected ~~(the~~financial ~~“Bank”)~~data is aderived from ~~state-chartered~~the ~~bank~~consolidated ~~headquartered~~financial instatements ~~Florence,~~and ~~South~~other ~~Carolina. The~~data ~~Bank~~of ~~opened~~First ~~for~~Reliance ~~business on August 16~~Bancshares, ~~1999~~Inc. ~~The~~ ~~principal~~and ~~business~~Subsidiary ~~activity of~~ (the ~~Bank~~“Company”). The isselected tofinancial ~~provide~~data ~~banking~~should ~~services~~be toread ~~domestic markets, principally~~ in ~~Florence~~conjunction ~~County,~~with ~~Lexington~~the ~~County,~~consolidated ~~and~~financial ~~Charleston County~~statements, ~~South~~including ~~Carolina. The deposits of~~ the ~~Bank~~accompanying notes, ~~are~~included ~~insured~~elsewhere ~~by the Federal Deposit Insurance Corporation (the “FDIC”)~~herein.

On June 7, 2001, the shareholders of the Bank approved a plan of corporate reorganization (the “Reorganization”) under which the Bank would become a wholly owned subsidiary of First Reliance Bancshares, Inc. (the “Company”), a South Carolina corporation. The Reorganization was accomplished through a statutory share exchange between the Bank and the Company, whereby each outstanding share of common stock of the Bank was exchanged for one share of common stock of the Company. The Reorganization was completed on April 1, 2002, and the Bank became a wholly-owned subsidiary of the Company.

(Dollars in thousands, except per share data)	2014			2013			2012			2011			2010

Income Statement Data:
Interest income	$	15,074		$	14,706		$	18,812		$	23,185		$	27,947
Interest expense		1,160			2,448			4,481			6,513			11,656
Net interest income		13,914			12,258			14,331			16,672			16,291
Provision for loan losses		707			610			1,946			5,403			3,542
Net interest income after provision for loan losses		13,207			11,648			12,385			11,269			12,749
Noninterest income		4,437			4,405			6,537			4,847			4,896
Noninterest expense		16,318			22,393			18,639			20,362			19,234
Income (loss) before income taxes		1,326			(6,340	)		283			(4,246	)		(1,589	)
Income tax expense (benefit)		(3,081	)		1,397			7			5,135			(1,440	)
Net income (loss)		4,407			(7,737	)		276			(9,381	)		(149	)
Preferred stock dividends		1,251			1,140			1,176			1,175			1,131
Net loss available to common shareholders	$	3,156		$	(8,877	)	$	(900	)	$	(10,556	)	$	(1,280	)

Balance Sheet Data:
Assets	$	367,756		$	355,408		$	418,277		$	494,966		$	530,095
Earning assets		321,275			306,242			362,518			435,214			468,618
Securities held-to-maturity ⁽¹⁾		31,384			36,952			-			-			-
Securities available-for-sale ⁽²⁾		13,046			12,145			60,071			84,534			84,473
Loans ⁽³⁾		257,351			240,750			265,879			306,262			355,514
Allowance for loan losses		3,003			2,894			4,167			7,743			6,271
Deposits		285,319			282,415			349,314			427,816			455,250
Shareholders’ equity		36,368			39,093			41,198			41,118			48,592
Per Common Share Data:
Basic income (loss)	$	0.68		$	(2.07	)	$	(0.22	)	$	(2.57	)	$	(0.32	)
Diluted income (loss)		0.67			(2.07	)		(0.22	)		(2.57	)		(0.32	)
Common book value		4.34			3.56			5.64			5.67			7.49

Performance Ratios:
Return on average assets ⁽⁴⁾		1.23	%		(2.02	)%		0.06	%		(1.82	)%		(0.03	)%
Return on average equity ⁽⁵⁾		13.14	%		(19.57	)%		0.66	%		(19.97	)%		(0.31	)%
Net interest margin ⁽⁶⁾		4.47	%		3.74	%		3.54	%		3.67	%		3.04	%
Efficiency ⁽⁷⁾		88.95	%		113.61	%		97.79	%		96.95	%		94.27	%

Capital and Liquidity Ratios:
Average equity to average assets		9.37	%		10.31	%		9.08	%		9.09	%		8.19	%
Leverage (4.00% required minimum)		12.20	%		11.78	%		11.48	%		9.85	%		9.99	%
Risk-based capital
Tier 1		15.07	%		14.73	%		15.91	%		13.54	%		13.34	%
Total		16.09	%		15.75	%		17.16	%		14.80	%		14.59	%
Average loans to average deposits		86.50	%		78.21	%		73.94	%		75.99	%		75.32	%

~~On June 30, 2005, First Reliance Capital Trust I~~ (~~a non-consolidated affiliate~~1) ~~issued~~Securities ~~$10,000,000 in trust preferred securities with a~~ held-to-maturity ofare ~~November~~stated ~~23, 2035 and may be redeemed by the Company after five years, and sooner in certain specific events. The rate was fixed~~ at 5cost.93% until August 23, 2010, at which point the rate adjusts quarterly to the three-month LIBOR plus 1.83%, and can be called without penalty beginning on June 15, 2013. The trust has not been consolidated in these financial statements. The Company received from the trust the $10,000,000 proceeds from the issuance of the securities and the $310,000 initial proceeds from the capital investment in the trust, and accordingly has shown the funds due to the trust as $10,310,000 junior subordinated debentures. Current regulations allow the entire amount of junior subordinated debentures to be included in the calculation of regulatory capital. On December 28, 2008, the Company injected $3,000,000 into the Bank as permanent capital.

~~Results~~(2) ofSecurities ~~Operations~~available-for-sale are stated at fair value.

~~For~~(3) ~~the~~Loans ~~years~~are ~~ended~~stated ~~December~~at ~~31,~~gross ~~2013~~amounts ~~and~~before ~~2012,~~allowance we incurred a net loss available to common shareholders of $8,876,633 and $899,677, respectively, or a basic and diluted loss per common share of $2.07 and $0.22, respectively. Comparing 2013 with 2012, we experienced a reduction of $7,976,956 in our operating results. This reduction is primarily attributable to the $4,763,788 increase in our OREO expenses and the increase of $1,390,249 in our income tax provision. Additionally, our 2013 operating results were negatively impacted by the declines in both our net interest income and noninterest income of $2,073,431 and $2,130,439, respectively. However, our operating results for ~~2013 were favorably impacted by the $737,378 reduction in our provision for~~ loan losses~~. See~~ ~~the~~and ~~following~~include ~~for~~loans aheld ~~detailed~~for ~~discussion of each of these items~~sale.

(4) Net ~~Interest~~income ~~Income~~(loss) before preferred stock dividends divided by average assets.

~~The~~(5) ~~largest~~Net ~~component of our net~~ income is(loss) ~~net~~before ~~interest~~preferred ~~income,~~stock ~~which~~dividends isdivided ~~the difference between the income earned on assets and interest paid on deposits and on the borrowings used to support such assets. Net interest income is determined~~ by ~~the~~average yields earned on our interest-earning assets and the rates paid on interest-bearing liabilities, the relative amounts of interest-earning assets and interest-bearing liabilities, and the degree of mismatch and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilitiesequity. ~~The total interest-earning assets yield rate less the total interest-bearing liabilities rate represents our net interest rate spread.~~

(6) Net interest income ~~for~~divided ~~2013~~by ~~was $12,257,788 compared to $14,331,219 for 2012, a decrease of $2,073,431, or 14.47%. The decrease is due primarily to the significant reduction in the~~ average ~~volume of our loans, which are our highest yielding~~ earning assets. ~~Comparing 2013 with 2012, the average volume of our loans declined $42,583,189, or 14.76%.~~

~~For~~(7) ~~2013,~~Noninterest ~~average-earning assets totaled $327~~expense,~~654,497~~ ~~with~~less anprovision ~~annualized~~for ~~average~~losses ~~yield~~on ofother ~~4.49%~~real ~~compared~~estate toowned ~~$404~~(“OREO”),~~631,999~~ ~~and~~divided ~~4.65%,~~by ~~respectively,~~the ~~for~~sum ~~2012. Average interest-bearing liabilities totaled $278,878,944 with an annualized average cost~~ of ~~0.88%~~net ~~for~~interest ~~2013~~income ~~compared~~and tononinterest ~~$358~~income,~~990,977~~ excluding gains and ~~1.25%~~losses ~~respectively,~~on ~~for~~sales ~~2012.~~of assets.

~~-38-~~39

~~Our~~ITEM ~~net interest margin and net interest spread were 3~~7.~~74%~~ ~~and~~MANAGEMENT’S ~~3.61%,~~DISCUSSION ~~respectively,~~AND ~~for~~ANALYSIS ~~2013~~OF ~~compared~~FINANCIAL toCONDITION ~~3.54%~~AND ~~and~~RESULTS ~~3.40%,~~OF ~~respectively, for 2012.~~OPERATIONS

~~Because~~Basis ~~loans often provide a higher yield than other types~~ of earning assets, one of our goals is to maintain our loan portfolio as the largest component of total earning assets. Loans comprised 75.08% and 71.32% of average earning assets for the years ended December 31, 2013 and 2012, respectively. Loan interest income for 2013 and 2012 was $13,330,556 and $16,419,908, respectively. The annualized average yield on loans was 5.42% and 5.69% for 2013 and 2012, respectively. Comparing 2013 with 2012, the average balances of our loans decreased $42,583,189, or 14.76%, primarily reflecting relatively weak loan demand in our core markets, as well as consistent reductions in the level of our non-performing assets. Our loan interest income for 2013 was negatively affected by the significant decrease in the average volume of our loans and a slow recovery in our local real estate markets. Additional information may be found in the “Rate/Volume Analysis” presented below.Presentation

~~Available-for-sale~~The ~~and~~following ~~held-to-maturity-investment~~discussion ~~securities~~should ~~averaged~~be ~~$53,407,855,~~read orin conjunction ~~16.30%~~with ofthe ~~average~~preceding ~~earning~~“Selected ~~assets,~~Financial ~~for~~Data” ~~2013,~~and ~~compared~~the toCompany’s ~~$78,572,434,~~consolidated orfinancial ~~19.41%~~statements and ofthe ~~average~~notes ~~earning~~thereto ~~assets,~~and ~~for 2012. Comparing 2013 to 2012,~~ the ~~average~~other ~~balances~~financial ~~were~~data ~~lower~~included byelsewhere ~~$25,164,579~~herein. ~~During~~ ~~the~~The ~~third~~financial ~~quarter~~information ofprovided ~~2012,~~below wehas ~~significantly~~been rounded ~~reduced our portfolio of municipal securities because of our concerns about the deterioration~~ in ~~their~~order ~~market bond ratings and~~ to ~~lower~~simplify ~~the~~its ~~credit risk associated with our securities portfolio~~presentation. ~~For~~ ~~2013 and 2012~~However, ~~municipal~~the ~~securities~~ratios ~~averaged $1,260,818~~ and ~~$12,995,104,~~percentages ~~respectively. It~~provided isbelow ~~our~~are ~~intention~~calculated tousing ~~invest~~the ~~primarily~~detailed financial ininformation U.contained ~~S. Government-sponsored agency securities and mortgage-backed securities~~ in the ~~near~~consolidated ~~future~~financial instatements, ~~order~~the tonotes ~~avoid~~thereto ~~additional~~and ~~credit~~the ~~risk~~other onfinancial ~~relatively~~data ~~low~~included elsewhere ~~yielding assets~~herein. ~~Interest~~ ~~earned~~Except onwhere ~~available-for-sale~~otherwise ~~and~~indicated ~~held-to-maturity~~or ~~investment~~the ~~securities~~context ~~was $1~~requires,~~286,317~~ ~~for~~the ~~2013~~“Company”, ~~compared to $2~~“we”,~~280,148~~ ~~for~~“us” and ~~2012. The~~“our” ~~annualized~~refer ~~average~~to ~~yield~~First onReliance ~~these~~Bancshares, ~~securities was 2~~Inc.~~41%~~ and ~~2.90%~~its ~~for~~wholly-owned ~~2013 and 2012~~subsidiary, ~~respectively. The~~First ~~decrease~~Reliance ~~in yield was caused, in part, by a historically flat yield curve for investment securities that has diminished returns available for assets of this type~~Bank.

Our average interest-bearing deposits were $252,374,874 and $332,611,848 for 2013 and 2012, respectively. This represented a decrease of $80,236,974, or 24.12%. Total interest paid on deposits for 2013 and 2012 was $2,023,326 and $3,975,699, respectively. The annualized average cost of deposits was 0.80% and 1.20% for the years ended December 31, 2013 and 2012, respectively. As our loan demand declined, we concurrently lowered our rates paid for deposits, especially for time deposits, which is the primary reason why the amounts of our average time deposits were 36.34% lower during 2013 than during 2012. General

~~The~~First ~~average~~Reliance ~~balance~~Bank of(the ~~other~~“Bank”) is ~~interest-bearing~~a ~~liabilities~~South ~~was~~Carolina-chartered ~~$26,504,070~~bank ~~and~~headquartered ~~$26,379,179~~in ~~for 2013 and 2012~~Florence, ~~respectively. This~~South ~~represented a slight increase of $124,941, or 0~~Carolina.~~47%. With~~ ~~the~~The ~~diminished~~Bank ~~loan~~opened ~~demand~~for webusiness ~~experienced~~on ~~during~~August ~~the past year~~16, we1999. The ~~utilized~~principal ~~fewer~~business ~~borrowings~~activity ~~from~~of the ~~Federal Home Loan~~ Bank ~~and~~is ~~replaced~~to ~~them~~provide ~~with~~banking ~~securities~~services ~~sold under agreements~~ to ~~repurchase~~domestic markets, ~~which~~principally ~~have~~in aFlorence ~~lower~~County, Lexington ~~cost~~County, toand ~~meet~~Charleston ~~our~~County, ~~funding~~South ~~needs~~Carolina. ~~For~~The ~~2013,~~deposits ~~the annualized average cost~~ of ~~borrowings from~~ the ~~Federal Home Loan~~ Bank ~~was~~are ~~1.80%~~insured ,by ~~whereas~~ the ~~annualized~~Federal ~~average~~Deposit ~~cost~~Insurance Corporation of(the ~~securities sold under agreements to repurchase was 0~~“FDIC”).~~10%.~~

~~Average~~On ~~Balances~~June 7, ~~Income and Expenses~~2001, ~~and~~the ~~Rates~~shareholders -of ~~The~~the ~~following~~Bank approved ~~table~~a ~~sets~~plan ~~forth,~~of ~~for~~corporate reorganization (the ~~years~~“Reorganization”) ~~indicated,~~under ~~certain~~which ~~information~~the ~~related~~Bank towould ~~our~~become ~~average~~a ~~balance~~wholly ~~sheet~~owned subsidiary ~~and~~of ~~its~~First ~~average~~Reliance ~~yields~~Bancshares, onInc. ~~assets~~(the ~~and~~“Company”), ~~average~~a ~~costs~~South ofCarolina ~~liabilities~~corporation. ~~Such~~ ~~yields~~The ~~are~~Reorganization ~~derived~~was accomplished bythrough ~~dividing~~a ~~income~~statutory orshare ~~expense~~exchange bybetween the ~~average~~Bank ~~balance~~and the Company, whereby each outstanding share of common stock of the ~~corresponding~~Bank ~~assets~~was orexchanged ~~liabilities. Average~~for ~~balances~~one ~~have~~share ~~been~~of ~~derived~~common ~~from~~stock of the ~~daily~~Company. ~~balances~~The ~~throughout~~Reorganization was completed on April 1, 2002, and the ~~periods~~Bank ~~indicated~~became a wholly-owned subsidiary of the Company.

	Average Balances, Income and Expenses, and Rates
Year ended December 31,	2013							2012							2011
	Average		Income/		Yield/			Average		Income/		Yield/			Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate			Balance		Expense		Rate			Balance		Expense		Rate
Assets
Earning assets:
Loans (1)	$	246,000	$	13,331		5.42	%	$	288,584	$	16,420		5.69	%	$	332,893	$	19,895		5.98	%
Securities, taxable		52,147		1,241		2.38			65,577		1,774		2.71			52,602		1,697		3.23
Securities, nontaxable		1,261		45		3.57			12,995		506		3.89			34,724		1,491		4.29
Other earning assets		28,246		89		0.32			37,476		112		0.30			33,957		102		0.30
Total earning assets		327,654		14,706		4.49			404,632		18,812		4.65			454,176		23,185		5.10
Non-earning assets		55,761							57,031							62,232
Total assets	$	383,415						$	461,663						$	516,408

On June 30, 2005, First Reliance Capital Trust I issued $10,000,000 in trust preferred securities with a maturity of November 23, 2035 and may be redeemed by the Company after five years, and sooner in certain specific events. The rate was fixed at 5.93% until August 23, 2010, at which point the rate adjusts quarterly to the three-month LIBOR plus 1.83%, and can be called without penalty beginning on June 15, 2014. The trust has not been consolidated in these financial statements. The Company received from the trust the $10,000,000 proceeds from the issuance of the securities and the $310,000 initial proceeds from the capital investment in the trust, and accordingly has shown the funds due to the trust as $10,310,000 junior subordinated debentures. Current regulations allow the entire amount of junior subordinated debentures to be included in the calculation of regulatory capital. On December 28, 2008, the Company injected $3,000,000 of the proceeds into the Bank as permanent capital..

~~-39-~~Results of Operations

	Average Balances, Income and Expenses, and Rates
Year ended December 31,	2013							2012							2011
	Average		Income/		Yield/			Average		Income/		Yield/			Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate			Balance		Expense		Rate			Balance		Expense		Rate
Liabilities and Shareholders’ Equity
Interest-bearing deposits:
Transaction accounts	$	44,727	$	47		0.11	%	$	42,148	$	80		0.19	%	$	39,010	$	175		0.45	%
Savings and money market accounts		95,043		161		0.17			113,568		351		0.31			120,897		849		0.70
Time deposits		112,605		1,815		1.61			176,896		3,545		2.00			228,093		5,176		2.27
Total interest-bearing deposits		252,375		2,023		0.80			332,612		3,976		1.20			388,000		6,200		1.60
Other interest-bearing liabilities:
Federal Home Loan
Bank borrowing		11,230		202		1.80			12,503		263		2.10			18,296		275		1.50
Junior subordinated debentures		10,310		218		2.12			10,310		239		2.32			10,310		38		0.37
Other Borrowings		4,964		5		0.10			3,566		3		0.08			-		-
Total other interest-bearing liabilities		26,504		425		1.60			26,379		505		1.91			28,606		313		1.09
Total interest-bearing liabilities		278,879		2,448		0.88			358,991		4,481		1.25			416,606		6,513		1.56
Noninterest-bearing deposits		62,174							57,675							50,086
Other liabilities		2,823							3,065							2,750
Shareholders’ equity		39,539							41,932							46,966
Total liabilities and equity	$	383,415						$	461,663						$	516,408
Net interest income/interest spread			$	12,258		3.61	%			$	14,331		3.40	%			$	16,672		3.54	%
Net yield on earning assets						3.74	%						3.54	%						3.67	%

Our operating results for the year ended December 31, 2014 improved significantly versus the prior year of 2013. Specifically, net income available to common shareholders was $3,156,188, or a basic and diluted income per common share of $0.68 and $0.67, respectively. For 2013 we incurred a net loss available to common shareholders of $8,876,633, or a basic and diluted loss per common share of $2.07. This improvement in operating results for 2014 is attributed primarily to the reversal of $3,261,451 of the valuation allowance related to our deferred tax assets, an increase of $1,656,687 in our net interest income, and a reduction of $6,075,398 in our noninterest expenses. See the following for a detailed discussion of each of these items.

~~(1) Includes~~Net ~~mortgage~~Interest ~~loans held for sale and nonaccruing loans~~Income

The largest component of our net income is ~~Rate/Volume~~net ~~Analysis~~interest income, which is the difference between the income earned on assets and interest paid on deposits and on the borrowings used to support such assets. Net interest income is determined by the yields earned on our interest-earning assets and the rates paid on interest-bearing liabilities, the relative amounts of ~~Interest~~interest-earning ~~Income~~assets and interest-bearing liabilities, and the degree of mismatch and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities. The total interest-earning assets yield rate less the total interest-bearing liabilities rate represents our net interest rate spread.

Net interest income for 2014 was $13,914,475 ~~Analysis~~compared to $12,257,788 for 2013, an increase of ~~Changes~~$1,656,687, inor ~~Net~~13.52%. ~~Interest~~This ~~Income~~increase -is ~~Net~~attributable to our interest-bearing liabilities ~~income~~having ~~can~~declined beat ~~analyzed~~a inhigher ~~terms~~rate than our earning assets. Comparing the year 2014 that of 2013, the ~~impact~~average volume of ~~changing~~our interest-bearing ~~rates~~liabilities ~~and~~declined ~~changing~~8.94%, while the average volume of our earning assets declined 4. ~~The~~94%. ~~following~~Additionally, for ~~tables~~2014 ~~set~~compared ~~forth~~to the ~~effect~~2013, ~~which~~we reduced the ~~varying~~average ~~levels~~rate ofpaid ~~interest-earning~~on ~~assets~~our ~~and~~ interest-bearing liabilities ~~and~~by ~~the~~42 ~~applicable~~basis ~~rates~~points, ~~have~~while we ~~had~~were onable ~~changes~~to inincrease ~~net~~the ~~interest~~average ~~income~~rate ~~for~~earned ~~the~~on ~~periods~~our ~~presented~~earning assets by 35 basis points.

	2013 Compared to 2012						2012Compared to 2011
	Due to increase (decrease) in						Due to increase (decrease) in
(Dollars in thousands)	Volume		Rate		Total		Volume		Rate		Total
Interest income:
Loans	$	(2,338)	$	(751)	$	(3,089)	$	(2,547)	$	(928)	$	(3,475)
Securities, taxable		(338)		(195)		(533)		378		(301)		77
Securities, tax exempt		(426)		(35)		(461)		(857)		(128)		(985)
Other earning assets		(30)		7		(23)		10		-		10
Total interest income		(3,132)		(974)		(4,106)		(3,016)		(1,357)		(4,373)
Interest expense:
Interest-bearing deposits
Interest-bearing transaction accounts		4		(37)		(33)		13		(108)		(95)
Savings and money market accounts		(50)		(140)		(190)		(49)		(449)		(498)
Time deposits		(1,126)		(604)		(1,730)		(1,066)		(565)		(1,631)
Total interest-bearing deposits		(1,172)		(781)		(1,953)		(1,102)		(1,122)		(2,224)
Other interest-bearing liabilities
Federal Home Loan Bank borrowings		(25)		(36)		(61)		(102)		90		(12)
Junior subordinated debentures		-		(21)		(21)		-		201		201
Other		2		-		2		3		-		3
Total other interest-bearing liabilities		(23)		(57)		(80)		(99)		291		192
Total interest expense		(1,195)		(838)		(2,033)		(1,201)		(831)		(2,032)
Net interest income	$	(1,937)	$	(136)	$	(2,073)	$	(1,815)	$	(526)	$	(2,341)

For 2014, average-earning assets totaled $311,480,378 with an annualized average yield of 4.84% compared to $327,654,497 and 4.49%, respectively, for 2013. Average interest-bearing liabilities totaled $253,948,909 with an annualized average cost of 0.46% for 2014 compared to $278,878,944 and 0.88% respectively, for 2013.

Interest Sensitivity - We monitor and manage the pricing and maturity of our assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on our net interest income. The principal monitoring technique we employed is the measurement of our interest sensitivity “gap,” which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Interest rate sensitivity can be managed by repricing assets or liabilities, selling securities available-for-sale, replacing an asset or liability at maturity, or adjusting the interest rate during the life of an asset or liability. Managing the amount of assets and liabilities repricing in this same time interval helps to hedge interest sensitivity and minimize the impact on net interest income of rising or falling interest rates.40

Our net interest margin and net interest spread ~~-40-~~ were 4.47% and 4.38%, respectively, for 2014 compared to 3.74% and 3.61%, respectively, for 2013.

Because loans ~~The~~often ~~following~~provide ~~table~~a ~~sets~~higher ~~forth~~yield than other types of earning assets, one of our ~~interest~~goals ~~rate~~is ~~sensitivity~~to atmaintain our loan portfolio as the largest component of total earning assets. During 2014 and 2013, loans averaged $247,613,855 and $246,000,338, respectively, which represents an increase of $1,613,517, or 0.66%. Loans comprised 79.50% and 75.08% of average earning assets for the years ended December 31, 2014 and 2013, respectively. Interest income from loans for 2014 and 2013 was $13,758,531 and $13,330,556, respectively. The annualized average yield on loans was 5.56% and 5.42% for 2014 and 2013, respectively. Our loan interest income for 2014 was favorably impacted by the significant reduction of our non-performing loans. For 2014 and 2013, the average volume of our nonaccruing loans was $5,676,836 and $14,691,948, respectively, a decrease of $9,015,122, or 61.36%. Additional information may be found under the heading “Rate/Volume Analysis of Interest Income” below.

							After						Greater
				After One			Three						Than One
	Within			Through			Through			Within			Year or
(Dollars in Thousands)	One			Three			Twelve			One			Non-
	Month			Months			Months			Year			Sensitive			Total
Interest-Earning Assets
Interest-bearing deposits in other banks	$	14,699		$	-		$	-		$	14,699		$	-		$	14,699
Time deposits in other banks		-			-			101			101			-			101
Loans (1)		14,455			16,502			38,003			68,960			171,790			240,750
Securities, taxable		-			-			-			-			45,947			45,947
Securities nontaxable		-			-			-			-			3,150			3,150
Nonmarketable securities		1,595			-			-			1,595			-			1,595
Total earning assets		30,749			16,502			38,104			85,355			220,887			306,242
Interest-Bearing Liabilities
Interest-bearing deposits:
Demand deposits	$	46,046		$	-		$	-		$	46,046		$	-		$	46,046
Savings deposits		86,247			-			-			86,247			-			86,247
Time deposits		9,136			16,910			36,708			62,754			21,791			84,545
Total interest-bearing deposits		141,429			16,910			36,708			195,047			21,791			216,838
Federal Home Loan Bank Advances		6,000			-			17,000			23,000			-			23,000
Junior subordinated debentures		-			-			-			-			10,310			10,310
Repurchase agreements		4,876			-			-			4,876			-			4,876
Total interest-bearing liabilities		152,305			16,910			53,708			222,923			32,101			255,024
Period gap	$	(121,556)		$	(408)		$	(15,604)		$	(137,568)		$	188,786
Cumulative gap	$	(121,556)		$	(121,964)		$	(137,568)		$	(137,568)		$	52,218
Ratio of cumulative gap to total earning assets		(39.69)	%		(39.83)	%		(44.92)	%		(44.92)	%		16.72	%

Available-for-sale and held-to-maturity-investment securities averaged $46,654,494, or 14.98% of average earning assets, for 2014, compared to $53,407,855, or 16.30% of average earning assets, for 2013. Interest earned on available-for-sale and held-to-maturity investment securities was $1,234,983 for 2014, compared to $1,286,317 for 2013. The annualized average yield on these securities was 2.65% and 2.41% for 2014 and 2013, respectively.

Our average interest-bearing deposits were ~~(1) Including~~$219,229,841 ~~mortgage~~and ~~loans~~$252,374,874 ~~held~~for 2014 and 2013, respectively. This represented a decrease of $33,145,033, or 13.13%. Total interest paid on deposits for ~~sale~~2014 and 2013 was $836,342 and $2,023,326, respectively. The annualized average cost of deposits was 0.38% and 0.80% for the years ended December 31, 2014 and 2013, respectively. As our loan demand declined, we concurrently lowered rates paid on deposits, especially for time deposits, which is the primary reason why the amounts of our average time deposits were 29.90% lower during 2014 than during 2013.

The ~~above~~average ~~table~~balance ~~reflects the balances~~ of ~~earning~~other ~~assets and~~ interest-bearing liabilities atwas ~~the~~$34,719,068 ~~earlier~~and of$26,504,070 ~~their~~for ~~repricing~~the oryear ~~maturity~~ended ~~dates. Interest-bearing~~December ~~deposits~~31, in2014 ~~other~~and ~~banks~~2013, ~~are~~respectively, ~~reflected~~an atincrease ~~the earliest pricing interval due to the immediate availability~~ of ~~the~~$8,214,998, or ~~deposits~~31. ~~Securities~~00%. ~~are~~The ~~reflected~~increase atis ~~each~~primarily ~~instrument’s~~attributable ~~ultimate~~to ~~maturity~~the ~~date. Scheduled~~increase ~~payment amounts~~ of ~~fixed~~$6,962,114 ~~rate~~in ~~amortizing~~our ~~loans~~average ~~are~~volume ~~reflected~~of atborrowing ~~each~~from ~~scheduled~~the ~~payment~~Federal Home ~~date. Scheduled~~Loan ~~payment~~Bank ~~amounts~~ of ~~variable~~Atlanta ~~rate amortizing loans are reflected at each scheduled payment date until~~ (the ~~loan~~“FHLB”) ~~may~~during ~~be repriced contractually;~~ the ~~unamortized balance is reflected at that point. Interest-bearing liabilities with no contractual maturity~~2014, ~~such~~which asreplaced ~~demand~~our ~~deposits~~higher ~~and~~cost ~~savings~~time deposits,. ~~are~~For ~~reflected in~~ the ~~earliest repricing period due to contractual arrangements~~year, 2014, ~~which~~the ~~give~~annualized usaverage ~~the~~cost ~~opportunity~~of toborrowing ~~vary~~from the ~~rates~~FHLB ~~paid~~was ~~on those deposits within one month or shorter period~~0. ~~However~~38%, wewhile ~~are not obligated to vary~~ the ~~rates~~average rate paid on ~~these deposits within any given period. Fixed rate~~ time deposits, ~~primarily~~was ~~certificates of deposit, are reflected at their contractual maturity dates~~0. ~~Securities sold under agreements to repurchase agreements mature on a daily basis and are reflected in the earliest pricing period~~90%. ~~Advances from the Federal Home Loan Bank and junior subordinated debentures are reflected at their contractual maturity date.~~

WeAverage ~~are~~Balances, inIncome aand ~~liability~~Expenses, and ~~sensitive~~Rates ~~position~~- ~~(or~~The afollowing ~~negative~~table ~~gap)~~sets offorth, ~~$137.6~~for ~~million over~~ the ~~12-month~~years ~~time~~indicated, ~~frame. The~~certain ~~gap~~information isrelated ~~negative~~to ~~when~~our ~~interest-bearing~~average balance ~~liabilities~~sheet ~~exceed~~and ~~interest~~its ~~sensitive~~average ~~earning~~yields on assets, asand ~~was~~average ~~the~~costs ~~case~~of atliabilities. ~~the~~Such ~~end~~yields ofare ~~2013,~~derived ~~with~~by ~~respect~~dividing toincome ~~the~~or expense ~~one-year~~by ~~time~~the ~~horizon.~~average ~~When~~balance ~~interest-sensitive~~of ~~earning~~the corresponding assets ~~exceed~~or ~~interest-bearing~~ liabilities. ~~for~~Average abalances ~~specific~~have ~~repricing~~been ~~“horizon,”~~derived afrom ~~positive~~the ~~interest~~daily ~~sensitivity~~balances throughout ~~gap is~~ the ~~result~~periods indicated.

A positive gap generally has a favorable effect on net interest income during periods of rising rates. A positive one-year gap position occurs when the dollar amount of earning assets maturing or repricing within one year exceeds the dollar amount of interest-bearing liabilities maturing or repricing during that same period.

	Average Balances, Income and Expenses, and Rates
Year ended December 31,	2014							2013							2012
	Average		Income/		Yield/			Average		Income/		Yield/			Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate			Balance		Expense		Rate			Balance		Expense		Rate
Assets
Earning assets:
Loans⁽¹⁾	$	247,614	$	13,758		5.56	%	$	246,000	$	13,331		5.42	%	$	288,584	$	16,420		5.69	%
Securities, taxable		43,511		1,121		2.58			52,147		1,241		2.38			65,577		1,774		2.71
Securities, nontaxable		3,143		114		3.63			1,261		45		3.57			12,995		506		3.89
Other earning assets		17,212		81		0.47			28,246		89		0.32			37,476		112		0.30
Total earning assets		311,480		15,074		4.84			327,654		14,706		4.49			404,632		18,812		4.65
Non-earning assets		46,658							55,761							57,031
Total assets	$	358,138						$	383,415						$	461,663

-41-

As a result, during periods of rising interest rates, the interest received on earning assets will increase faster than interest paid on interest-bearing liabilities, thus increasing interest income. The reverse is true in periods of declining interest rates resulting generally in a decrease in net interest income.

	Average Balances, Income and Expenses, and Rates
Year ended December 31,	2014							2013							2012
	Average		Income/		Yield/			Average		Income/		Yield/			Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate			Balance		Expense		Rate			Balance		Expense		Rate
Liabilities and Shareholders’ Equity
Interest-bearing deposits:
Transaction accounts	$	54,579	$	31		0.06	%	$	44,727	$	47		0.11	%	$	42,148	$	80		0.19	%
Savings and money market accounts		85,711		98		0.11			95,043		161		0.17			113,568		351		0.31
Time deposits		78,940		707		0.90			112,605		1,815		1.61			176,896		3,545		2.00
Total interest-bearing deposits		219,230		836		0.38			252,375		2,023		0.80			332,612		3,976		1.20

Other interest-bearing liabilities:
Federal Home Loan Bank borrowing		18,192		70		0.38			11,230		202		1.80			12,503		263		2.10
Junior subordinated debentures		10,310		247		2.40			10,310		218		2.12			10,310		239		2.32
Other Borrowings		6,217		7		0.11			4,964		5		0.10			3,566		3		0.08
Total other interest-bearing liabilities		34,719		324		0.93			26,504		425		1.60			26,379		505		1.91
Total interest-bearing liabilities		253,949		1,160		0.46			278,879		2,448		0.88			358,991		4,481		1.25
Noninterest-bearing deposits		67,045							62,174							57,675
Other liabilities		3,591							2,823							3,065
Shareholders’ equity		33,553							39,539							41,932
Total liabilities and equity	$	358,138						$	383,415						$	461,663

Net interest income/interest spread			$	13,914		4.38	%			$	12,258		3.61	%			$	14,331		3.40	%

Net yield on earning assets						4.47	%						3.74	%						3.54	%

~~Asset/liability~~(1) ~~management~~Includes ismortgage ~~the~~loans ~~process~~held by which we monitor and control the mix and maturities of our assets and liabilities. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities in order to minimize potentially adverse impacts on earnings from changes in market interest rates. We have an internal finance committee consisting of senior management that meets at various times during each quarter and a management finance committee that meets weekly as needed. The finance committees are responsible for ~~maintaining~~sale ~~the level of interest rate sensitivity of our interest sensitive assets~~ and ~~liabilities~~nonaccruing ~~within a board-approved limit.~~loans

~~Our~~Rate/Volume ~~gap~~Analysis ~~analysis is not a precise indicator~~ of ~~our~~Interest interest rate sensitivity position. The analysis presents only a static view of the timing of maturities and repricing opportunities, without considering that changes in interest rates do not affect all assets and liabilities equally. For example, rates paid on a substantial portion of core deposits may change contractually within a relatively short time frame, but those rates are viewed by management as significantly less interest-sensitive than market-based rates such as those paid on non-core deposits. Net interest income may be impacted by other significant factors in a given interest rate environment, including changes in the volume and mix of earning assets and interest-bearing liabilities. We believe there would be minimal impact on interest income in a rising or falling rate environment. Income

~~Provision~~Analysis of Changes in Net Interest Income - Net interest income can be analyzed in terms of the impact of changing interest rates and ~~Allowance~~changing volume. The following tables set forth the effect which the varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for ~~Loan~~the ~~Losses~~periods presented.

We have policies and procedures for evaluating the overall quality of our credit portfolio and the timely identification of potential problem credits. On a quarterly basis, our Board of Directors reviews and approves the appropriate level for the allowance for loan losses based upon management’s recommendations, the results of our internal monitoring and reporting system, and an analysis of economic conditions in our market. The objective of management has been to fund the allowance for loan losses at a level greater than or equal to our internal risk measurement system for loan risk.

	2014 Compared to 2013									2013 Compared to 2012
	Due to increase (decrease) in									Due to increase (decrease) in
(Dollars in thousands)	Volume			Rate			Total			Volume			Rate			Total
Interest income:
Loans	$	86		$	341		$	427		$	(2,338	)	$	(751	)	$	(3,089	)
Securities, taxable		(218	)		98			(120	)		(338	)		(195	)		(533	)
Securities, tax exempt		-			69			69			(426	)		(35	)		(461	)
Other earning assets		(42	)		34			(8	)		(30	)		7			(23	)
Total interest income		(174	)		542			368			(3,132	)		(974	)		(4,106	)

Interest expense:
Interest-bearing deposits
Interest-bearing transaction accounts		9			(25	)		(16	)		4			(37	)		(33	)
Savings and money market accounts		(14	)		(49	)		(63	)		(50	)		(140	)		(190	)
Time deposits		(448	)		(660	)		(1,108	)		(1,126	)		(604	)		(1,730	)
Total interest-bearing deposits		(453	)		(734	)		(1,187	)		(1,172	)		(781	)		(1,953	)

Other interest-bearing liabilities
Federal Home Loan Bank borrowings		82			(214	)		(132	)		(25	)		(36	)		(61	)
Junior subordinated debentures		-			29			29			-			(21	)		(21	)
Other		2			-			2			2			-			2
Total other interest-bearing liabilities		84			(185	)		(101	)		(23	)		(57	)		(80	)

Total interest expense		(369	)		(919	)		(1,288	)		(1,195	)		(838	)		(2,033	)

Net interest income	$	195		$	1,461		$	1,656		$	(1,937	)	$	(136	)	$	(2,073	)

Additions to the allowance for loan losses, which are expensed as the provision for loan losses on our statement of operations, are made periodically to maintain the allowance at an appropriate level based on management’s analysis of the potential risk in the loan portfolio. Loan losses and recoveries are charged or credited directly to the allowance. The amount of the provision is a function of the level of loans outstanding, the level of nonperforming loans, historical loan loss experience, the amount of loan losses actually charged against the reserve during a given period, and current and anticipated economic conditions.42

~~The~~Interest ~~allowance~~Sensitivity ~~represents~~- anWe ~~amount~~monitor and ~~which~~manage ~~management~~the ~~believes~~pricing ~~will~~and bematurity ~~adequate~~of toour ~~absorb~~assets ~~inherent~~and ~~losses~~liabilities onin ~~existing~~order ~~loans that may become uncollectible. Our judgment as~~ to diminish the ~~adequacy~~potential ofadverse ~~the~~impact ~~allowance~~that ~~for~~changes in ~~loan~~interest ~~losses~~rates iscould ~~based~~have on aour ~~number~~net ofinterest ~~assumptions~~income. ~~about~~The ~~future~~principal ~~events,~~monitoring ~~which~~technique we ~~believe~~employ tois bethe ~~reasonable,~~measurement ~~but~~of ~~which~~our interest ~~may~~sensitivity or“gap,” ~~may~~which ~~not~~is ~~prove~~the topositive beor ~~accurate.~~negative ~~Our~~dollar ~~determination~~difference ofbetween ~~the~~assets ~~allowance~~and ~~for~~liabilities ~~loan~~that are ~~losses~~subject isto ~~based~~interest onrate ~~regular~~repricing ~~evaluations~~within ofa ~~the~~given ~~collectability~~period of ~~loans,~~time. ~~including~~Interest ~~consideration~~rate ofsensitivity ~~factors~~can ~~such~~be asmanaged ~~the~~by ~~balance~~repricing ofassets or ~~impaired loans~~liabilities, ~~the~~selling ~~quality,~~securities ~~mix~~available-for-sale, ~~and~~replacing ~~size~~an ofasset ~~our~~or ~~overall~~liability ~~loan~~at ~~portfolio~~maturity, ~~economic~~or ~~conditions~~adjusting ~~that may affect~~ the ~~borrower’s~~interest rate ~~ability~~during ~~to repay,~~ the ~~amount~~life ~~and quality~~ of ~~collateral~~an ~~securing~~asset ~~the~~or ~~loans,~~liability. ~~our~~Managing ~~historical~~the ~~loan~~amount ~~loss~~of ~~experience,~~assets and aliabilities ~~review~~repricing ofin ~~specific~~this ~~problem~~same ~~loans.~~time Weinterval helps ~~also~~to ~~consider~~hedge ~~subjective~~interest ~~issues~~sensitivity ~~such as changes in our lending policies~~ and ~~procedures,~~minimize ~~changes in~~ the ~~local~~impact ~~and~~on ~~national~~net ~~economy,~~interest ~~changes~~income ~~in volume or type~~ of ~~credits,~~rising ~~changes in the volume~~ or ~~severity~~falling ofinterest ~~problem loans, quality of loan review and board of director oversight, concentrations of credit, and peer group comparisons~~rates.

More specifically, in determining our allowance for loan losses, we regularly review loans for specific and impaired reserves based on the appropriate impairment assessment methodology. Pooled reserves are determined using historical loss trends measured over a four-quarter average applied to risk rated loans grouped by Federal Financial Institutions Examination Council (“FFIEC”) call code and segmented by impairment status. The ~~pooled~~following ~~reserves~~table ~~are~~sets ~~calculated~~forth by applying the appropriate historical loss ratio to the loan categories. Impaired loans greater than a minimum threshold established by management are excluded from this analysis. The sum of all such amounts determines our ~~pooled~~interest rate ~~reserves. During~~sensitivity ~~2012,~~at weDecember shortened the period over which we review historical losses from eight quarters to four in response to industry trends and conditions; the shorter loss history window is more in line with our peer group and tracks more closely the unusual market volatility of the past several years31, ~~making the provision estimate more responsive to current economic conditions~~2014. ~~The historical loss factors utilized in our model have been updated as of the end of the fourth quarter 2013 to reflect losses realized through the end of third quarter 2013.~~

As noted above, we track our portfolio and analyze loans grouped by FFIEC call code categories. The first step in this process is to risk grade each loan in the portfolio based on one common set of parameters. These parameters include items like debt-to-worth ratio, liquidity of the borrower, net worth, experience in a particular field and other factors such as underwriting exceptions. Weight is also given to the relative strength of any guarantors on the loan.

							After						Greater
	After One						Three						Than One
	Within			Through			Through			Within			Year or
	One			Three			Twelve			One			Non-
*(Dollars in Thousands)*	Month			Months			Months			Year			Sensitive			Total
Interest-Earning Assets
Interest-bearing deposits in other banks	$	17,891		$	-		$	-		$	17,891		$	-		$	17,891
Time deposits in other banks		-			101			-			101			-			101
Loans (1)		33,418			15,107			66,305			114,830			142,521			257,351
Securities, taxable		-			-			-			-			41,293			41,293
Securities nontaxable		-			-			-			-			3,137			3,137
Nonmarketable securities		1,502			-			-			1,502			-			1,502
Total earning assets		52,811			15,208			66,305			134,324			186,951			321,275

Interest-Bearing Liabilities
Interest-bearing deposits:
Demand deposits	$	57,230		$	-		$	-		$	57,230		$	-		$	57,230
Savings deposits		88,822			-			-			88,822			-			88,822
Time deposits		6,056			16,325			42,281			64,662			9,159			73,821
Total interest-bearing deposits		152,108			16,325			42,281			210,714			9,159			219,873
Federal Home Loan Bank Advances		6,000			-			19,000			25,000			-			25,000
Junior subordinated debentures		-			-			-			-			10,310			10,310
Repurchase agreements		7,573			-			-			7,573			-			7,573
Total interest-bearing liabilities		165,681			16,325			61,281			243,287			19,469			262,756

Period gap	$	(112,870	)	$	(1,117	)	$	5,024		$	(108,963	)	$	167,482

Cumulative gap	$	(112,870	)	$	(113,987	)	$	(108,963	)	$	(108,963	)	$	58,519

Ratio of cumulative gap to total earning assets		(35.13	)%		(35.48	)%		(33.92	)%		(33.92	)%		18.21	%

~~-42-~~(1) Including mortgage loans held for sale.

~~After~~The ~~risk~~above ~~grading~~table ~~each~~reflects ~~loan, we then segment~~ the ~~portfolio~~balances byof ~~FFIEC~~earning assets ~~call code groupings, separating out substandard~~ and ~~impaired~~interest-bearing ~~loans. The~~liabilities ~~remaining~~at ~~loans~~the ~~are~~earlier ~~grouped into “performing loan pools.” The loss history for each performing loan pool is measured over a specific period~~ of ~~time~~their torepricing ~~create~~or amaturity ~~loss factor~~dates. ~~The~~ ~~relevant~~Interest-bearing ~~look~~deposits ~~back~~in ~~period~~other banks isare ~~determined~~reflected byat ~~management,~~the ~~regulatory~~earliest ~~guidance,~~pricing ~~and~~interval ~~current~~due ~~market events. The loss factor is then applied~~ to the ~~pool~~immediate ~~balance~~availability ~~and~~of the ~~reserve per pool calculated~~deposits. ~~Loans~~ ~~deemed~~Securities ~~to be substandard but not impaired~~ are ~~segregated~~reflected at ~~and~~each ainstrument’s ~~loss~~ultimate ~~factor~~maturity ~~is applied to this pool as well~~date. ~~Loans~~ ~~are~~Scheduled ~~segmented~~payment ~~based~~amounts ~~upon~~of ~~sizes~~fixed asrate ~~smaller~~amortizing ~~impaired~~ loans are ~~pooled~~reflected ~~and~~at aeach scheduled ~~loss~~payment ~~factor~~date. ~~applied,~~Scheduled ~~while~~payment ~~larger~~amounts ~~impaired~~of ~~loans~~variable ~~are~~rate ~~assessed~~amortizing ~~individually~~loans ~~using~~are ~~the~~reflected ~~appropriate~~at ~~impairment~~each ~~measuring~~scheduled ~~methodology. Finally,~~payment ~~five~~date until ~~qualitative~~the ~~factors~~loan ~~are~~may ~~utilized~~be torepriced ~~assess~~contractually; ~~economic~~the ~~and~~unamortized ~~other~~balance ~~trends~~is ~~not currently~~ reflected inat ~~the~~that ~~loss history~~point. ~~These~~Interest-bearing ~~factors~~liabilities with ~~include~~no ~~concentration~~contractual ~~of credit across the portfolio~~maturity, ~~the~~such ~~experience~~as ~~level~~demand ofdeposits ~~management~~ and ~~staff~~savings deposits, ~~effects~~are ofreflected ~~changes~~ in ~~risk~~the ~~selection~~earliest ~~and~~repricing ~~underwriting~~period ~~practice~~due to contractual arrangements, ~~industry~~which ~~conditions~~give ~~and~~us the ~~current~~opportunity ~~economic and business environment. A quantitative value is assigned~~ to ~~each~~vary of the ~~five~~rates ~~factors,~~paid ~~which~~on isthose ~~then~~deposits ~~applied~~within toone ~~the~~month ~~performing~~or ~~loan pools~~shorter period. ~~Negative~~However, ~~trends~~we inare ~~the~~not ~~loan~~obligated ~~portfolio~~to ~~increase~~vary the ~~quantitative~~rates ~~values~~paid ~~assigned~~on tothese ~~each~~deposits ofwithin ~~the~~any ~~qualitative~~given ~~factors and, therefore, increase the reserve~~period. ~~For~~ ~~example,~~Fixed asrate ~~general~~time ~~economic and business conditions decline~~deposits, primarily ~~this~~certificates ~~qualitative~~of ~~factor’s quantitative value will increase~~deposit, ~~which~~are ~~will~~reflected ~~increase~~at ~~the~~their ~~reserve~~contractual ~~requirement~~maturity ~~for this factor~~dates. ~~Similarly,~~ ~~positive~~Securities ~~trends~~sold inunder ~~the~~agreements ~~loan~~to ~~portfolio,~~repurchase agreements ~~such~~mature ason ~~improvement~~a indaily ~~general~~basis ~~economic~~ and ~~business~~are ~~conditions,~~reflected ~~will~~in ~~decrease~~ the ~~quantitative~~earliest ~~value~~pricing ~~assigned~~period. toAdvances ~~this~~from ~~qualitative factor, thereby decreasing~~ the ~~reserve~~FHLB ~~requirement~~and ~~for~~junior ~~this~~subordinated debentures ~~factor. These factors~~ are ~~reviewed~~reflected ~~and updated by our management committee on a regular basis to arrive~~ at atheir ~~consensus~~contractual ~~for~~maturity ~~our qualitative adjustments~~date.

~~Periodically,~~We weare ~~adjust~~in ~~the~~a ~~amount~~liability ofsensitive ~~the~~position ~~allowance~~(or a ~~based~~negative ongap) ~~changing~~of ~~circumstances~~$109.0 Wemillion ~~recognize~~over ~~loan losses to~~ the ~~allowance~~12-month ~~and~~time ~~add subsequent recoveries back to the allowance for loan losses~~frame. InThe ~~addition,~~gap onis anegative ~~quarterly~~when ~~basis,~~interest-bearing weliabilities ~~informally~~exceed ~~compare~~interest sensitive ~~our~~earning ~~allowance for loan losses to various peer institutions; however~~assets, ~~we recognize that allowances will vary,~~ as ~~financial~~was ~~institutions~~the ~~are~~case ~~unique~~at in the ~~make-up~~end of ~~their loan portfolios and customers~~2014, ~~which~~with ~~necessarily~~respect ~~creates~~to ~~different risk profiles and risk weighting of qualitative factors for~~ the ~~institutions.~~one-year Wetime ~~would only consider further adjustments to our allowance for loan losses based on this peer review if our allowance was significantly different from our peer group~~horizon. ToWhen ~~date, we have not made any such adjustment. There can be no assurance that charge~~interest-~~offs~~sensitive earning ofassets ~~loans in future periods will not~~ exceed ~~the~~interest-bearing ~~allowance~~liabilities for ~~loan losses as estimated at any point in time or that provisions for loan losses will not be significant to~~ a ~~particular~~specific ~~accounting~~repricing ~~period~~“horizon,” ~~especially considering the overall economic weakness in many of our market areas due to~~ a ~~slow~~positive ~~recovery~~interest ~~from~~sensitivity gap is the ~~recent downturn~~result.

~~Various~~A ~~regulatory~~positive ~~agencies~~gap ~~review~~generally ~~our~~has ~~allowance~~a ~~for~~favorable ~~loan losses through their periodic examinations, and they may require additions to the allowance for loan losses based~~ effect on ~~their~~net ~~judgment~~interest ~~and~~income ~~assumptions~~during ~~about~~periods ~~the economic condition~~ of ~~our~~rising ~~market and the loan portfolio at the time of their examinations~~rates. ~~Our~~A ~~losses~~positive ~~will~~one-year ~~undoubtedly~~gap ~~vary~~position ~~from~~occurs ~~our~~when ~~estimates,~~the ~~and~~dollar itamount isof ~~possible~~earning assets ~~that~~maturing ~~charge-offs~~or inrepricing ~~future~~within ~~periods~~one ~~will~~year ~~exceed~~exceeds the ~~allowance~~dollar ~~for~~amount ~~loan~~of ~~losses~~interest-bearing asliabilities ~~estimated~~maturing ator ~~any~~repricing ~~point~~during that insame ~~time~~period.

As of December 31, 2013 and 2012, the allowance for loan losses was $2,894,153 and $4,167,482, respectively, a decrease of $1,273,329, or 30.55%, from the 2012 allowance, which reflects the significant reduction in all categories of our problem loans. As a percentage of total loans, the allowance for loan losses was 1.21% and 1.60% at December 31, 2013 and 2012, respectively. See the discussion regarding the provision expense and “Activity in the Allowance for Loan Losses” below for additional information regarding our asset quality and loan portfolio.43

~~The~~As ~~provision for loan losses was $609,808 and $1,945,861 for 2013 and 2012, respectively. This represents~~ a ~~decrease of $1~~result,~~336,053,~~ orduring ~~68.66%. Our~~periods ~~analysis~~ of ~~the~~rising ~~allowance for loan losses as of December 31~~interest rates, ~~2013 showed that our overall loss rates have been stabilizing over~~ the ~~past~~interest ~~several~~received ~~allowance~~on ~~calculations~~earning ~~and~~assets ~~that~~will ~~our~~increase ~~credit~~faster ~~exposure~~than ininterest ~~the~~paid ~~Myrtle~~on ~~Beach~~interest-bearing ~~market and the Charleston market~~liabilities, ~~which~~thus ~~were~~increasing interest ~~particularly~~income. ~~hard-hit~~The byreverse ~~the downturn in the real estate markets,~~ is ~~phasing~~true ~~out. The decline~~ in ~~our~~periods ~~provision expense for 2013 is reflective~~ of ~~our~~declining ~~efforts~~interest torates ~~aggressively~~resulting ~~reduce~~generally ~~our~~in ~~exposure to these markets, and~~ a ~~reduction~~decrease in ~~our~~net ~~amount of construction loans on our books~~interest income.

Asset/liability management is the process Weby ~~believe~~which we monitor and control the ~~allowance~~mix ~~for~~and ~~loan~~maturities ~~losses~~of atour ~~December~~assets ~~31,~~and ~~2013,~~liabilities. isThe essential purposes of asset/liability management are to ensure adequate liquidity and to ~~meet~~maintain ~~loan~~an ~~losses~~appropriate ~~inherent~~balance inbetween ~~the~~interest ~~loan~~sensitive ~~portfolio~~assets and, asliabilities in ~~described~~order ~~earlier,~~to weminimize ~~maintain~~potentially ~~the~~adverse ~~flexibility~~impacts toon ~~adjust~~earnings ~~the~~from ~~allowance~~changes toin ~~respond~~market tointerest ~~short-term~~rates. ~~and~~We ~~long-term~~have ~~trends~~an ininternal ~~our~~finance committee ~~local~~consisting ~~economy~~of senior management that meets at various times during each quarter and a management finance committee that meets weekly as needed. The finance committees are ~~reflected~~responsible infor maintaining the level of interest rate sensitivity of our ~~loan~~interest ~~portfolio~~sensitive assets and liabilities within a board-approved limit.

Our gap analysis is not a precise indicator of our interest rate sensitivity position. The analysis presents only a static view of the timing of maturities and repricing opportunities, without considering that changes in interest rates do not affect all assets and liabilities equally. For example, rates paid on a substantial portion of core deposits may change contractually within a relatively short time frame, but those rates are viewed by management as significantly less interest-43sensitive than market-based rates such as those paid on non-core deposits. Net interest income may be impacted by other significant factors in a given interest rate environment, including changes in the volume and mix of earning assets and interest-bearing liabilities. We believe there would be minimal impact on interest income in a rising or falling rate environment.

~~The~~Provision ~~following table sets forth certain information with respect to the Company’s allowance for loan losses~~ and ~~the~~Allowance ~~composition of charge-offs and recoveries~~ for ~~the~~Loan ~~five years ended December 31, 2013.~~Losses

Allowance for Loan Losses
(Dollars in thousands)	2013			2012			2011			2010			2009
Total loans outstanding at end of year	$	238,502		$	260,257		$	303,398		$	354,328		$	406,628
Average loans outstanding	$	246,000		$	288,584		$	332,893		$	380,019		$	462,400
Balance of allowance for loan losses at beginning of year	$	4,167		$	7,743		$	6,271		$	9,801		$	8,224
Loans charged off:
Real estate – construction		296			2,296			1,825			4,430			7,114
Real estate – residential		988			1,085			1,641			2,501			2,768
Real estate – nonresidential		918			1,825			538			1,879			1,429
Commercial and industrial		92			1,391			527			1,469			2,530
Consumer and other		44			29			39			116			446
Total loan charge-offs		2,338			6,626			4,570			10,395			14,287
Recoveries of previous loan charge-offs
Real estate – construction		138			298			356			1,311			985
Real estate – residential		177			129			88			286			200
Real estate – nonresidential		35			54			70			1,123			190
Commercial		89			613			113			438			68
Consumer and other		16			10			12			165			20
Total recoveries		455			1,104			639			3,323			1,463
Net charge-offs		1,883			5,522			3,931			7,072			12,824
Provision for loan losses		610			1,946			5,403			3,542			14,401
Balance of allowance for loan losses at end of year	$	2,894		$	4,167		$	7,743		$	6,271		$	9,801
Ratios:
Net charge-offs to average loans outstanding		0.77	%		1.91	%		1.18	%		1.86	%		2.77	%
Net charge-offs to loans at end of year		0.79	%		2.12	%		1.30	%		2.00	%		3.15	%
Allowance for loan losses to average loans		1.18	%		1.44	%		2.33	%		1.65	%		2.12	%
Allowance for loan losses to loans at end of year		1.21	%		1.60	%		2.55	%		1.77	%		2.41	%
Net charge-offs to allowance for loan losses		65.07	%		132.52	%		50.77	%		112.76	%		130.84	%
Net charge-offs to provision for loan losses		308.69	%		283.76	%		72.76	%		199.69	%		89.05	%

We have developed policies and procedures for evaluating the overall quality of our credit portfolio and the timely identification of potential problem credits. On a quarterly basis, our Board of Directors reviews and approves the appropriate level for the allowance for loan losses based upon management’s recommendations, the results of our internal monitoring and reporting system, and an analysis of economic conditions in our market. The objective of management has been to fund the allowance for loan losses at a level greater than or equal to our internal risk measurement system for loan risk.

~~Risk~~Additions ~~Elements~~to the allowance for loan losses, which are expensed as the provision for loan losses on our statement of operations, are made periodically to maintain the allowance at an appropriate level based on management’s analysis of the potential risk in the loan portfolio. Loan ~~Portfolio~~losses and ~~Nonperforming~~recoveries are ~~Assets~~charged or credited directly to the allowance. The amount of the provision is a function of the level of loans outstanding, the level of nonperforming loans, historical loan loss experience, the amount of loan losses actually charged against the reserve during a given period, and current and anticipated economic conditions.

The allowance represents an amount which management ~~Nonperforming~~believes ~~Assets~~will -be ~~The~~adequate ~~following~~to ~~table~~absorb ~~shows~~inherent losses on existing loans that may become uncollectible. Our judgment as to the ~~nonperforming~~adequacy of ~~assets~~the allowance for loan losses is based on a number of assumptions about future events, which we believe to be reasonable, but which may or may not prove to be accurate. Our determination of the ~~five~~allowance ~~years~~for ~~ended~~loan ~~December~~losses 31is based on regular evaluations of the collectability of loans, ~~2013~~including consideration of factors such as the balance of impaired loans, the quality, mix, and size of our overall loan portfolio, economic conditions that may affect the borrower’s ability to repay, the amount and quality of collateral securing the loans, our historical loan loss experience, and a review of specific problem loans. We also consider subjective issues such as changes in our lending policies and procedures, changes in the local and national economy, changes in volume or type of credits, changes in the volume or severity of problem loans, quality of loan review and board of director oversight, concentrations of credit, and peer group comparisons.

(Dollars in thousands)	2013			2012			2011			2010			2009
Loans over 90 days past due and still accruing	$	135		$	6		$	328		$	1,910		$	40
Loans on nonaccrual:
Real estate construction		481			2,874			8,194			14,796			16,380
Real estate mortgage - residential		1,672			3,779			3,852			3,310			2,518
Real estate mortgage – nonresidential		5,006			12,354			9,437			1,001			6,322
Commercial		1,393			1,879			1,300			753			154
Consumer		74			88			2			6			32
Total nonaccrual loans		8,626			20,974			22,785			19,866			25,406
Total of nonperforming loans		8,761			20,980			23,113			21,776			25,446
Other nonperforming assets		8,933			15,290			22,136			14,669			8,954
Total nonperforming assets	$	17,694		$	36,270		$	45,249		$	36,445		$	34,400
Percentage of nonperforming assets to total assets		4.23	%		8.67	%		9.14	%		6.88	%		5.33	%
Percentage of nonperforming loans to total loans		3.67	%		8.06	%		7.62	%		6.15	%		6.26	%
Allowance for loan losses as a percentage of non-performing loans		33.03	%		19.86	%		33.50	%		28.80	%		38.52	%

More specifically, in determining our allowance for loan losses, we regularly review loans for specific and impaired reserves based on the appropriate impairment assessment methodology. Pooled reserves are determined using historical loss trends measured over a four-quarter average applied to risk rated loans grouped by Federal Financial Institutions Examination Council (“FFIEC”) call code and segmented by impairment status. The pooled reserves are calculated by applying the appropriate historical loss ratio to the loan categories. Impaired loans greater than a minimum threshold established by management are excluded from this analysis. The sum of all such amounts determines our pooled reserves. In line with our peer group, we review historical losses over four quarters, which results in a provision estimate responsive to current economic conditions. The historical loss factors utilized in our model have been updated as of December 31, 2014 to reflect losses realized through the end of third quarter 2014.

As noted above, we track our portfolio and analyze loans grouped by FFIEC call code categories. The first step in this process is to risk grade each loan in the portfolio based on one common set of parameters. These parameters include items like debt-44to-worth ratio, liquidity of the borrower, net worth, experience in a particular field and other factors such as underwriting exceptions. Weight is also given to the relative strength of any guarantors on the loan.

Loans over 90 days and still accruing – As of December 31, 2013 and 2012 we had loans totaling $135,408 and $5,729, respectively, that were past due 90 days and still accruing interest. All loans are secured and included in our impaired loan classification at December 31, 2013 and 2012.44

~~Nonaccruing~~After ~~loans~~risk -grading Ateach ~~December 31~~loan, ~~2013~~we ~~and~~then ~~2012,~~segment the ~~loans~~portfolio ~~totaling~~by ~~$8,626,439~~FFIEC ~~and~~call ~~$20,973,813,~~code ~~respectively~~groupings, ~~were~~separating inout ~~nonaccrual~~substandard ~~status~~and impaired loans. ~~Generally,~~The remaining loans are grouped ~~placed~~into on“performing ~~nonaccrual~~loan ~~status~~pools.” The ifloss ~~principal~~history orfor ~~interest~~each ~~payments~~performing ~~become~~loan 90pool ~~days~~is ~~past~~measured ~~due~~over ~~and/or~~a specific weperiod ~~deem the collectability~~ of ~~the~~time ~~principal~~to ~~and/or~~create ~~interest~~a toloss ~~be doubtful~~factor. ~~Generally,~~ ~~once~~The arelevant ~~loan~~look isback ~~placed~~period inis ~~nonaccrual~~determined ~~status~~by management, ~~all~~regulatory ~~previously~~guidance, and ~~accrued~~current ~~and~~market ~~uncollected~~events. The ~~interest~~loss factor is ~~reversed~~then ~~against~~applied ~~interest~~to ~~income,~~the ~~unless~~pool ~~collection~~balance ofand ~~interest~~the ~~accrued~~reserve toper ~~date~~pool ~~is expected~~calculated. ~~Interest~~Loans deemed ~~income~~to onbe ~~nonaccrual~~substandard ~~loans~~but isnot ~~recognized~~impaired onare asegregated ~~cash~~and ~~basis~~a ~~when~~loss ~~the~~factor ~~ultimate~~is ~~collectability~~applied isto nothis ~~longer~~pool ~~considered~~as ~~doubtful~~well. Loans are segmented ~~returned~~based toupon ~~accrual~~sizes ~~status~~as ~~when~~smaller ~~the~~impaired ~~principal~~loans are pooled and ~~interest~~a ~~amounts~~loss ~~contractually~~factor ~~due~~applied, while larger impaired loans are ~~brought~~assessed individually ~~current~~using ~~and~~the ~~future~~appropriate ~~payments~~impairment measuring methodology. Finally, five qualitative factors are ~~reasonably~~utilized to ~~assured. During~~assess ~~2013~~economic and ~~2012~~other ~~interest~~trends ~~income~~not ~~recognized~~currently onreflected ~~nonaccrual~~in ~~loans~~the ~~was~~loss ~~$600~~history. These factors include concentration of credit across the portfolio,~~924~~ the experience level of management and ~~$677~~staff,~~458~~ effects of changes in risk selection and underwriting practice, industry ~~respectively. If~~conditions and the ~~nonaccrual~~current ~~loans~~economic ~~had~~and ~~been~~business ~~accruing~~environment. A ~~interest~~quantitative atvalue ~~their~~is ~~original~~assigned ~~contracted~~to ~~rates~~each of the five factors, ~~interest~~which ~~income~~is ~~related~~then applied to ~~these~~the ~~nonaccrual~~performing ~~loans~~loan ~~would~~pools. ~~have~~Negative ~~been~~trends ~~$796,304~~in the loan portfolio increase the quantitative values assigned to each of the qualitative factors and, $1therefore,~~234~~ increase the reserve. For example,~~852~~ ~~for~~as ~~2013~~general economic and ~~2012~~business conditions decline, ~~respectively~~this qualitative factor’s quantitative value will increase, which will increase the reserve requirement for this factor. ~~All~~ Similarly, ~~nonaccruing~~positive ~~loans~~trends atin ~~December~~the 31loan portfolio, ~~2013~~such as improvement in general economic and ~~2012~~business ~~were~~conditions, ~~included~~will indecrease the quantitative value assigned to this qualitative factor, thereby decreasing the reserve requirement for this factor. These factors are reviewed and updated by our ~~classification~~management ofcommittee ~~impaired~~on ~~loans~~a regular basis to arrive at ~~those~~a ~~dates~~consensus for our qualitative adjustments.

~~Restructured~~Periodically, ~~loans~~we -adjust Inthe ~~situations~~amount ~~where,~~of ~~for~~the allowance ~~economic~~based oron ~~legal~~changing ~~reasons~~circumstances. ~~related~~We recognize loan losses to athe ~~borrower’s~~allowance ~~financial~~and ~~difficulties,~~add asubsequent ~~concession~~recoveries back to the allowance ~~borrower~~for isloan ~~granted~~losses. ~~that~~In weaddition, ~~would~~on ~~not~~a ~~otherwise~~quarterly ~~consider~~basis, ~~the~~we ~~related~~informally compare our allowance for loan islosses ~~classified~~to asvarious apeer institutions; ~~troubled~~however, ~~debt~~we ~~restructuring~~recognize ~~(“TDR”). The~~that ~~restructuring~~allowances ofwill avary, ~~loan~~as ~~may~~financial ~~include~~institutions are unique in the ~~transfer~~make-up of ~~real~~their ~~estate~~loan portfolios ~~collateral~~and customers, ~~either~~which ~~through~~necessarily ~~the~~creates ~~pledge~~different risk profiles and risk weighting of ~~additional~~qualitative ~~properties~~factors byfor the institutions. ~~borrower~~We orwould ~~through~~only aconsider ~~transfer~~further adjustments to ~~the~~our ~~Bank~~allowance infor ~~lieu~~loan oflosses ~~foreclosures. Restructured~~based ~~loans~~on ~~may~~this ~~also~~peer ~~include~~review ~~the~~if ~~borrower~~our ~~transferring~~allowance was tosignificantly ~~the~~different ~~Bank~~from ~~receivables~~our ~~from~~peer ~~third~~group. ~~parties~~To date, ~~other~~we ~~assets,~~have ornot anmade ~~equity~~any ~~interest~~such adjustment. There can be no assurance that charge-offs of loans in future periods will not exceed the ~~borrower~~allowance for loan losses as estimated at any point in ~~full~~time or ~~partial~~that provisions ~~satisfaction~~for ofloan ~~the~~losses ~~loan,~~will not be significant to a ~~modification~~particular ofaccounting period, especially considering the ~~loan~~overall ~~terms,~~economic weakness orin many of our market areas due to a ~~combination~~slow ofrecovery from the ~~above~~recent economic downturn.

AtVarious ~~December~~regulatory ~~31,~~agencies ~~2013,~~review ~~there~~our ~~were~~allowance for 30loan ~~loans~~losses ~~classified~~through astheir ~~TDRs~~periodic ~~totaling $7~~examinations,~~157,230. Of~~ ~~the~~and 30they ~~loans,~~may 16require ~~loans~~additions ~~totaling~~to ~~$3,481,589~~the ~~were~~allowance ~~performing~~for ~~while~~loan 14losses ~~loans~~based ~~totaling~~on their ~~$3,675,641~~judgment ~~were~~and ~~not~~assumptions ~~performing. As~~about ofthe ~~December~~economic ~~31,~~condition ~~2012,~~of ~~there~~our ~~were~~market 52and ~~loans~~the ~~classified~~loan asportfolio ~~TDRs~~at ~~totaling $15,155,121. Of~~ the 52time ~~loans,~~of ~~seven~~their ~~loans~~examinations. Our ~~totaling~~losses ~~$3,128,542~~will ~~were~~undoubtedly ~~performing~~vary ~~while~~from 45our ~~loans totaling $12~~estimates,~~026,579~~ ~~were not performing. All restructured loans resulted in either extended maturity or lowered rates~~ and ~~were~~it ~~included~~is inpossible ~~the~~that ~~impaired loan balance. From December 31, 2012 to December 31, 2013, TDR loans decreased by $7,997,891 due to~~ charge-offs, ~~foreclosures and repayments. All restructured loans resulted~~ in ~~either~~future ~~extended~~periods ~~maturity~~will orexceed ~~lowered rates and were included in~~ the ~~impaired~~allowance for loan ~~balance. All~~losses ~~TDR~~as ~~loans~~estimated at ~~December~~any ~~31,~~point ~~2013 and 2012 were included~~ in ~~our classification of impaired loans at those dates~~time.

~~Impaired~~As ~~loans~~of ~~- At~~ December 31, 2014 and 2013, wethe ~~had~~allowance for ~~impaired~~loan ~~loans~~losses ~~totaling~~was $183,~~160~~002,~~915~~922 asand ~~compared to~~ $282,~~030~~894,~~927~~153, atrespectively. ~~December~~As ~~31,~~a ~~2012. Included~~percentage inof total loans, the ~~impaired~~allowance ~~loans~~for loan losses was 1.18% and 1.21% at December 31, ~~2013~~2014 ~~were~~and ~~nine~~2013, ~~borrowers~~respectively. ~~that~~The ~~accounted~~decrease ~~for~~in ~~76.59%~~the ofallowance ~~the~~ratio ~~total~~is ~~amount~~reflective of the ~~impaired~~significant reductions ~~loans~~in atpractically ~~that~~all ~~date. These~~categories ~~loans~~of ~~were~~our ~~primarily~~problem ~~commercial real estate~~ loans. ~~located~~See inthe ~~coastal~~discussion ~~South~~regarding ~~Carolina. Impaired~~the ~~loans,~~provision asexpense aand ~~percentage~~“Activity in ofthe ~~total~~Allowance ~~loans,~~for ~~were~~Loan ~~7.61%~~Losses” atbelow ~~December~~for ~~31,~~additional ~~2013~~information asregarding ~~compared~~our toasset ~~10.77%~~quality atand ~~December~~loan ~~31, 2012~~portfolio.

~~During~~Our ~~2013,~~provision ~~the~~for ~~average~~loan ~~investment~~losses ~~in impaired loans~~ was ~~approximately~~$706,891 and $20609,~~523,000~~808 asfor ~~compared~~the toyears ~~approximately~~ended ~~$27~~December 31,~~532~~ 2014 and 2013,~~000~~ ~~for~~respectively, ~~2012. Impaired~~an ~~loans~~increase ~~with~~of a$97,803. ~~specific~~Our ~~allocation~~analysis of the allowance for loan losses ~~totaled~~as $9of December 31,~~212~~ 2014,~~269~~ revealed that our overall loss rates have been stabilizing over the past several allowance calculations and ~~$8,704,008~~that atour ~~December~~credit ~~31,~~exposure ~~2013~~is phasing out in the Myrtle Beach and ~~2012~~Charleston markets in coastal South Carolina, which ~~respectively. The~~were ~~amount~~particularly ofhard-hit by the ~~specific~~downturn ~~allocation~~in atreal estate markets. Additionally, the provision we recorded for the year ended December 31, ~~2013~~2014, ~~and~~is ~~2012~~reflective ~~was~~of ~~$405~~the reduction in our non-performing loans,~~091~~ ~~and~~declining ~~$524~~delinquencies,~~109,~~ ~~respectively~~and the reduction in the percentage of classified loans.

~~The~~We ~~downturn~~believe in the ~~real~~allowance ~~estate~~for ~~market~~loan ~~that~~losses ~~began~~at December in31, ~~2008~~2014, ~~and~~is ~~continued~~adequate ~~into~~to ~~2013~~meet ~~has~~loan ~~resulted~~losses ininherent ~~an increase~~ in the loan ~~delinquencies,~~portfolio ~~defaults~~ and ~~foreclosures; however~~, ~~we believe these trends are stabilizing~~ as ~~the~~described ~~liquidation prices for our OREO has stabilized for vertical construction~~earlier, ~~indicating~~we ~~some~~maintain ~~stabilization~~the offlexibility to ~~demand~~adjust ~~for that product. In some cases,~~ the ~~current~~allowance ~~economic~~to ~~downturn~~respond ~~has resulted in a significant impairment~~ to ~~the~~short-term ~~value of our collateral~~ and ~~limits~~long-term ~~our ability to sell the collateral upon foreclosure at its appraised value. There is also risk that downward~~ trends ~~could~~in ~~continue~~our atlocal aeconomy ~~higher pace. If real estate values further decline, it is also more likely~~ that weare ~~would~~reflected bein ~~required to increase~~ our ~~allowance for~~ loan ~~losses~~portfolio.

On a quarterly basis, we analyze each loan that is classified as impaired during the period to determine the potential for possible loan losses. This analysis is focused upon determining the then current estimated value of the collateral, local market condition, and estimated costs to foreclose, repair and resell the property. The net realizable value of the property is then computed and compared to the loan balance to determine the appropriate amount of specific reserve for each loan. 45

~~Other~~The ~~nonperforming~~following ~~assets~~table –sets ~~Other~~forth ~~nonperforming~~certain ~~assets~~information with ~~consist~~respect ~~of OREO that was acquired through foreclosure. OREO is carried at fair market value minus estimated costs~~ to ~~sell. Current appraisals are obtained at time of foreclosure and write-downs, if any, charged to~~ the Company’s allowance for loan losses asand of the ~~date~~composition of ~~foreclosure. On~~charge-offs aand ~~regular~~recoveries ~~basis, we reevaluate our OREO properties~~ for ~~impairment. Along~~the ~~with~~five ~~gains~~years ended ~~and~~December ~~losses on disposal~~31, ~~expenses to maintain such assets and subsequent changes in the valuation allowance are included in other noninterest expense~~2014.

~~-45-~~Allowance for Loan Losses

As of December 31, 2013, we had OREO properties totaling $8,932,634, geographically located in the following South Carolina areas: 57% in the Coastal area, 12% in the Columbia area and 31% in the Florence area. The combined nature of these properties is 82% commercial and 18% residential and other. We are diligently trying to dispose of our OREO properties; however, the relatively low demand in many of these market segments affects our ability to do so in a timely manner without experiencing additional losses. This is especially true for properties consisting of raw land.

(Dollars in thousands)	2014			2013			2012			2011			2010
Total loans outstanding at end of year	$	255,381		$	238,502		$	260,257		$	303,398		$	354,328
Average loans outstanding	$	247,614		$	246,000		$	288,584		$	332,893		$	380,019
Balance of allowance for loan losses at beginning of year	$	2,894		$	4,167		$	7,743		$	6,271		$	9,801
Loans charged off:
Real estate – construction		506			296			2,296			1,825			4,430
Real estate – residential		346			988			1,085			1,641			2,501
Real estate – nonresidential		223			918			1,825			538			1,879
Commercial and industrial		5			92			1,391			527			1,469
Consumer and other		37			44			29			39			116
Total loan charge-offs		1,117			2,338			6,626			4,570			10,395
Recoveries of previous loan charge-offs:
Real estate – construction		165			138			298			356			1,311
Real estate – residential		27			177			129			88			286
Real estate – nonresidential		248			35			54			70			1,123
Commercial		68			89			613			113			438
Consumer and other		11			16			10			12			165
Total recoveries		519			455			1,104			639			3,323
Net charge-offs		598			1,883			5,522			3,931			7,072

Provision for loan losses		707			610			1,946			5,403			3,542

Balance of allowance for loan losses at end of year	$	3,003		$	2,894		$	4,167		$	7,743		$	6,271

Ratios:
Net charge-offs to average loans outstanding		0.24	%		0.77	%		1.91	%		1.18	%		1.86	%
Net charge-offs to loans at end of year		0.23	%		0.79	%		2.12	%		1.30	%		2.00	%
Allowance for loan losses to average loans		1.21	%		1.18	%		1.44	%		2.33	%		1.65	%
Allowance for loan losses to loans at end of year		1.18	%		1.21	%		1.60	%		2.55	%		1.77	%
Net charge-offs to allowance for loan losses		19.91	%		65.07	%		132.52	%		50.77	%		112.76	%
Net charge-offs to provision for loan losses		84.58	%		308.69	%		283.76	%		72.76	%		199.69	%

~~From~~Risk ~~December~~Elements ~~31,~~in ~~2012~~the toLoan ~~December~~Portfolio ~~31, 2013, OREO decreased $6,357,357, or 43.56%. During this period, sales~~ and Nonperforming ~~write downs were $6,279,377 and $4,905,476, respectively, while properties acquired through foreclosures totaled $4,827,496.~~Assets

~~During~~Nonperforming ~~the~~Assets ~~fourth~~- The ~~quarter~~following oftable ~~2013,~~shows ~~we did an extensive marketing analysis of our OREO properties, taking into consideration our experience as to~~ the ~~time~~nonperforming ~~required~~assets ~~to sell OREO properties, the volume of OREO properties held by other banks in our market area, and the deeply discounted prices being offered~~ for the ~~purchase~~five ofyears ~~OREO~~ended properties. As a result of this analysis, we increased reserves on various properties $3,500,000, which are included in our 2013 write downs, for estimated future losses on the sale on our OREO properties held at December 31, ~~2013~~2014.

A number of our OREO properties with improvements are income producing, either through sale or interim leasing. This cash flow helps offset direct costs such as taxes and insurance and offsetting opportunity cost during marketing. During 2013 and 2012, income earned on OREO was $51,841 and $116,702, respectively, while OREO expenses, net of income earned, was $6,710,229 and $1,946,441, respectively. The OREO expenses for 2013 include the increased reserves of $3,500,000, mentioned above, for estimated future losses on the sale on our OREO properties held at December 31, 2013.

(Dollars in thousands)	2014			2013			2012			2011			2010
Loans over 90 days past due and still accruing	$	25		$	135		$	6		$	328		$	1,910
Loans on nonaccrual:
Real estate construction		2,937			481			2,874			8,194			14,796
Real estate mortgage - residential		1,290			1,672			3,779			3,852			3,310
Real estate mortgage – nonresidential		106			5,006			12,354			9,437			1,001
Commercial		4			1,393			1,879			1,300			753
Consumer		46			74			88			2			6
Total nonaccrual loans		4,383			8,626			20,974			22,785			19,866
Total of nonperforming loans		4,408			8,761			20,980			23,113			21,776
Other nonperforming assets		2,444			8,933			15,290			22,136			14,669
Total nonperforming assets	$	6,852		$	17,694		$	36,270		$	45,249		$	36,445

Percentage of nonperforming assets to total assets		1.86	%		4.98	%		8.67	%		9.14	%		6.88	%
Percentage of nonperforming loans to total loans		1.73	%		3.67	%		8.06	%		7.62	%		6.15	%
Allowance for loan losses as a percentage of non-performing loans		68.13	%		33.03	%		19.86	%		33.50	%		28.80	%

~~Noninterest Income and Expense~~46

~~Noninterest Income -~~ The following table ~~sets~~summarizes ~~forth~~ the ~~primary components~~ allocation of ~~noninterest~~the ~~income~~allowance for ~~the~~loan ~~years~~losses ~~ended~~at December 31, ~~2013~~2014 and ~~2012~~2013.

	2013		2012
	December 31,			% of			December 31,		% of
Service charges on deposit accounts	$	1,665,059	$	1,841,685
(Dollars in thousands)	2014			Total			2013		Total
Gain on sale of mortgage loans		1,029,641		1,197,853
Real estate loans
Income from bank owned life insurance		345,906		370,957
Construction	$	226			7.53	%	$	303		10.47	%
Other service charges, commissions and fees		1,000,118		975,143
Residential		1,245			41.45			1,043		36.04
Gain on sale of securities available-for-sale		33,917		1,806,414
Nonresidential		1,247			41.53			1,382		47.75
Other income		331,109		344,137
Total real estate loans		2,718			90.51			2,728		94.26
Total noninterest income	$	4,405,750	$	6,536,189
Commercial and industrial		38			1.27			65		2.25
Consumer and other		247			8.22			101		3.49
Total loans	$	3,003			100.00	%	$	2,894		100.00	%

Loans over 90 days and still accruing ~~For~~– ~~2013~~As ~~compared~~of toDecember ~~2012~~31, ~~noninterest~~2014 ~~income~~and ~~decreased~~2013 we had loans totaling $224,~~130~~810 and $135,~~439~~408, orrespectively, 32that were past due 90 days and still accruing interest.~~59%. The~~ ~~decrease~~All loans are secured and included in our ~~noninterest~~impaired ~~income~~loan isclassification ~~due~~at ~~primarily~~December to31, ~~the~~2014 and ~~following:~~2013.

1.Nonaccruing ~~During~~loans ~~2013~~- weAt ~~sold~~December 31, ~~significantly~~2014 ~~fewer~~and ~~available-for-sale~~2013, ~~securities~~loans ~~than~~totaling we$4,381,725 ~~did~~and ~~during~~$8,626,439, ~~2012.~~respectively, ~~The~~were ~~realized~~in ~~gain~~nonaccrual onstatus. Generally, ~~the~~loans are ~~sale~~placed ofon ~~available-for-sale~~nonaccrual ~~securities~~status ~~for~~if ~~2013~~principal ~~was~~or ~~$1,772,497~~interest ~~lower~~payments ~~than~~become it90 ~~was~~days ~~for~~past ~~2012.~~due 2.and/or Inwe ~~2012~~deem the ~~U.S.~~collectability ~~economy~~of the ~~experienced~~principal ~~historically~~and/or ~~low~~interest ~~mortgage~~to ~~rates~~be doubtful. Generally, ~~which~~once ~~resulted~~a loan is placed in anonaccrual ~~high~~status, ~~volume~~all ofpreviously accrued ~~homeowners~~and ~~choosing~~uncollected tointerest ~~refinance~~is ~~their~~reversed ~~existing~~against ~~mortgages.~~interest ~~However~~income, ~~during~~unless ~~2013~~collection ~~mortgage~~of interest ~~rates~~accrued ~~began~~ to ~~rise,~~date ~~resulting~~is inexpected. Interest income on nonaccrual loans is recognized on a ~~decrease~~cash inbasis when the ~~number~~ultimate ofcollectability ~~refinanced~~is ~~mortgages.~~no ~~This~~longer ~~led~~considered doubtful. Loans are returned to accrual status when the ~~$168,212~~principal ~~decline~~and ininterest ~~the~~amounts ~~gain~~contractually ondue ~~the~~are ~~sale~~brought ofcurrent ~~mortgage~~and ~~loans~~future ~~for~~payments are ~~2013.~~reasonably 3assured. ~~Service~~During ~~charges~~2014 and 2013 interest income recognized on ~~deposit~~nonaccrual ~~accounts~~loans ~~decreased~~was $~~176~~149,~~626~~959 and $600,924, ~~primarily~~respectively. If ~~due~~the nonaccrual loans had been accruing interest at their original contracted rates, interest income related to ~~the~~these 19nonaccrual loans would have been $538,670 and $796,304 for 2014 and 2013, respectively.~~41%~~ ~~decline~~All nonaccruing loans at December 31, 2014 and 2013 were included in our ~~average~~classification ~~deposits~~of ~~for~~impaired ~~2013~~loans at those dates.

~~Noninterest~~Restructured ~~Expense~~loans - In situations where, for economic or legal reasons related to a borrower’s financial difficulties, a concession to the borrower is granted that we would not otherwise consider, the related loan is classified as a troubled debt restructuring (“TDR”). The restructuring ~~following~~of ~~table~~a ~~sets~~loan ~~forth~~may include the ~~primary~~transfer ~~components~~of real estate collateral, either through the pledge of ~~noninterest~~additional ~~expense~~properties by ~~for~~the borrower or through a transfer to the ~~years~~Bank ~~ended~~in ~~December~~lieu 31of foreclosures. Restructured loans may also include the borrower transferring to the Bank receivables from third parties, ~~2013~~other ~~and~~assets, ~~2012~~or an equity interest in the borrower in full or partial satisfaction of the loan, a modification of the loan terms, or a combination of the above.

~~-46-~~At December 31, 2014 there were 20 loans classified as a TDR totaling $3,621,486. Of the 20 loans, 12 loans totaling $3,125,057 were performing while eight loans totaling $496,429 were not performing. As of December 31, 2013, there were 30 loans classified as TDRs totaling $7,157,230. Of the 30 loans, 16 loans totaling $3,481,589 were performing while 14 loans totaling $3,675,641 were not performing. All of these restructured loans resulted in either extended maturity or lowered rates and were included in the impaired loan balance. From December 31, 2013 to December 31, 2014, TDR loans decreased by $3,535,744 due to charge offs, foreclosures and repayments.

		2013		2012
Salaries and employee benefits	$	7,731,822		$	7,804,091
Net occupancy		1,506,908			1,463,448
Furniture and equipment		1,360,631			1,495,911
Advertising		148,266			151,298
Office supplies and printing		90,255			145,092
Computer supplies and software amortization		141,949			145,292
Telephone		268,293			302,039
Professional fees and services		1,145,998			975,780
Supervisory fees and assessments		548,427			737,204
Debit and credit card expenses		767,488			683,691
Other real estate owned expenses		6,710,229			1,946,441
Mortgage loan expenses		262,602			1,028,240
Insurance expenses		356,904			423,218
Other		1,353,488			1,337,211
Total	$	22,393,260		$	18,638,956
Efficiency ratio		113.61	%		97.79	%

Impaired loans - At December 31, 2014, we had impaired loans totaling $10,104,377 as compared to $18,160,915 at December 31, 2013. Impaired loans, as a percentage of total loans, were 3.96% and 7.61% at December 31, 2014 and 2013, respectively. Included in the impaired loans at December 31, 2014 and 2013 are performing TDRs loans totaling $3,125,057 and $3,481,589, respectively. At December 31, 2014, there were nine borrowers that accounted for 80.67% of the total amount of the impaired loans at that date. These loans were primarily commercial real estate loans located in the following South Carolina areas: 36% in the Coastal area, 28% in the Columbia area and 36% in the Florence area.

~~For~~During 2014, the ~~years~~average ~~ended~~investment ~~December~~in 31impaired loans was approximately $14,014,000 ~~2013~~as ~~and~~compared ~~2012~~to approximately $20,543,000 ~~total~~for ~~noninterest~~2013. Impaired ~~expense~~loans with a specific allocation of the allowance for loan losses totaled $222,~~393~~422,~~260~~764 and $189,~~638~~212,~~956~~269 at December 31, 2014 and 2013, respectively. The amount of the specific allocation at December 31, ~~equating~~2014 toand an2013 ~~increase~~was of$259,109 and $3405,~~754~~091,~~304,~~ ~~or 20~~respectively.~~14%.~~

~~The~~On ~~expense~~a ~~for~~quarterly ~~salaries~~basis, ~~and~~we ~~benefits~~analyze ~~was~~each ~~$7,731,822~~loan that ~~and~~is ~~$7,804,091~~classified ~~for~~as ~~2013~~impaired ~~and~~during ~~2012,~~the ~~respectively,~~period ato ~~decrease~~determine ofthe ~~$72,269,~~potential orfor 1possible loan losses.~~92%. During~~ This analysis is focused upon determining the ~~first~~then ~~quarter~~current estimated value of ~~2012~~the collateral, welocal ~~recognized~~market ~~a $337~~condition,~~153~~ ~~reduction~~and inestimated ~~this~~costs ~~expense~~to ~~category~~foreclose, repair asand resell the ~~result~~property. The net realizable value of ~~canceling~~the ~~all~~property ~~stock~~is ~~appreciation~~then ~~rights~~computed ~~outstanding~~and atcompared ~~December~~to ~~31,~~the ~~2011. This~~loan ~~reduction~~balance ~~was~~to determine ~~offset~~the byappropriate ~~customary~~amount ~~salaries~~of ~~and~~specific ~~benefits~~reserve ~~increases~~for each loan.

~~Occupancy,~~Other ~~furniture~~nonperforming ~~and~~assets ~~equipment~~– Other ~~expense~~nonperforming ~~for~~assets ~~2013~~consist ~~and~~of ~~2012~~OREO that was ~~$2,867,539~~acquired ~~and~~through ~~$2,959,359,~~foreclosure. OREO ~~respectively,~~is acarried ~~decrease~~at fair market value minus estimated costs to sell. Current appraisals are obtained at time of ~~$91~~foreclosure and write-downs,~~820. This~~ ~~decrease~~if isany, ~~due~~charged to ~~mainly~~the toallowance for loan losses as of the ~~outsourcing~~date of foreclosure. On a regular basis, we reevaluate our ~~data~~OREO ~~processing~~properties for impairment. Along with gains and ~~servers~~losses on disposal, expenses to amaintain ~~vendor~~such ~~during~~assets and subsequent changes in the ~~latter~~valuation ~~part~~allowance ofare included ~~2012~~in other noninterest expense.

Other operating expenses for 2013 were $3,919,393, or 49.75% higher than they were for 2012. For 2013 and 2012, other operating expenses were $11,793,899 and $7,875,506, respectively. The following explains significant changes in this expense category.47

1.As ~~OREO~~of ~~expenses~~December ~~for~~31, ~~2013 were $4~~2014,~~763,788~~ ~~higher~~we ~~than~~had ~~they were for 2012. Expenses related to~~ OREO ~~include~~properties totaling ~~maintenance costs~~$2, ~~marketing costs~~444, ~~property taxes~~253, ~~and~~geographically ~~other~~located ~~professional~~in ~~services. Additionally, OREO expenses include gains and losses on~~ the ~~sale~~following ofSouth ~~OREO~~Carolina ~~properties.~~areas ~~During~~– ~~the~~17% ~~fourth~~in ~~quarter of 2013, we did an extensive marketing analysis of our OREO properties, taking into consideration our experience as to~~ the ~~time~~Coastal ~~required to sell OREO properties~~area, ~~the~~16% ~~volume of OREO properties held by other banks~~ in ~~our~~the Columbia ~~market~~ area, and ~~the~~67% ~~deeply~~in ~~discounted prices being offered for~~ the ~~purchase~~Florence ~~of OREO properties~~area. The Ascombined anature ~~result~~ of ~~this~~these ~~analysis,~~properties weis ~~increased~~61% ~~reserves~~commercial onand ~~various~~39% ~~properties~~residential and ~~$3,500,000~~other. ~~for~~We ~~estimated~~are ~~future~~diligently ~~losses~~trying onto ~~the~~dispose ~~sale~~of on our OREO properties; ~~held at December 31~~however, ~~2013. The increase in our 2013 OREO expenses is mainly attributable to~~ the ~~increase~~relatively oflow ~~$3,714,389~~demand in ~~write~~many ~~downs, including the $3,500,000 reserves. 2. The cost~~ of ~~our~~these ~~FDIC~~market segments ~~insurance~~affects ~~assessments for 2013 declined $188,777, largely because of the 19.41% reduction in~~ our ~~average~~ability ~~deposits. 3. For 2013, the cost of our professional fees and services was $170,218 higher than for 2012, largely because of the increase use of legal services relating~~ to ~~problem~~do ~~loans.~~so 4.in ~~Mortgage~~a ~~loan~~timely ~~expenses~~manner ~~for~~without ~~2013~~experiencing ~~were~~additional ~~$765,638 lower than for 2012~~losses. This ~~The decrease~~ is ~~primarily~~especially true ~~attributable~~for toproperties ~~the~~consisting ~~significant reduction in our expenses relating to the repurchasing~~ of ~~previously~~raw ~~sold mortgage loans~~land.

~~Income~~From ~~Tax Provision – For the years ended~~ December 31, 2013 ~~and~~to ~~2012~~December 31, ~~our income tax expense was $1~~2014,~~397,000~~ OREO ~~and~~decreased $6,~~751~~488,381, ~~respectively~~or 72. ~~The~~64%. ~~2013~~During ~~income~~this ~~tax~~period, ~~expense~~sales ~~consists~~and ~~solely~~write ofdowns ~~the~~were ~~increase~~$7,619,950 inand ~~our~~$65,874, ~~valuation allowance for deferred taxes. For 2012~~respectively, ~~our~~while properties ~~income~~acquired ~~tax~~through ~~expense~~foreclosures ~~related~~totaled ~~to our pre-tax income was offset by a reversal of an equal amount of our valuation allowance for deferred tax assets, except for~~ $61,~~751 in state income taxes~~197,443.

~~-47-~~OREO expense for the years ended December 31, 2014 and 2013 was $539,897 and $6,710,229, respectively, which includes a net gain of $141,868 and a net loss of $191,006 on sales, respectively.

~~Deferred~~Noninterest ~~tax~~Income ~~assets~~and are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some or all of a deferred tax asset will not be realized. As of December 31, 2013, we determined that $707,677 our deferred tax assets relating to continuing operations will be realized in future periods. Expense

~~Earning~~Noninterest ~~Assets~~Income - The following table sets forth the primary components of noninterest income for the years ended December 31, 2014 and 2013.

Loans - Loans, including loans held for sale, are the largest category of earning assets and typically provide higher yields than the other types of earning assets. Associated with the higher loan yields are the inherent credit and liquidity risks which management attempts to control and counterbalance. Loans averaged $246,000,338 in 2013 compared to $288,583,527 in 2012, a decrease of $42,583,189, or 14.76%. At December 31, 2013, total loans were $240,750,383 compared to $265,879,194 at December 31, 2012, a decrease of 25,128,811, or 9.45%. Excluding loans held for sale, loans were $238,502,131 at December 31, 2013 compared to $260,257,334 at December 31, 2012, which equated to a decrease of $21,755,203, or 8.36%. During 2013 we charged off loans totaling $2,338,025 and foreclosed on loans totaling $4,827,496, whereby the loan balances were transferred to other real estate owned. The remainder of this decrease is the result of the economic downturn on our volume of new loan customers and the average loan balances carried by current customers.

	2014		2013
Service charges on deposit accounts	$	1,624,575	$	1,665,059
Gain on sale of mortgage loans		1,108,799		1,029,641
Income from bank owned life insurance		336,872		345,906
Other service charges, commissions, and fees		1,076,560		1,000,118
Gain on sale of available-for-sale securities		5,321		33,917
Other		284,518		331,109
Total	$	4,436,645	$	4,405,750

~~The~~For ~~following~~2014 ~~table~~compared ~~sets~~to ~~forth the composition of the loan portfolio~~2013, ~~excluding~~our ~~loans~~noninterest income ~~held~~increased ~~for~~only ~~sale,~~slightly by ~~category~~$30,895, ator ~~the dates indicated and highlights the Company’s general emphasis on all types of lending~~0.70%.

Noninterest Expense - The following ~~Composition~~table sets forth the primary components of ~~Loan~~noninterest ~~Portfolio~~expense for the years ended December 31, 2014 and 2013.

Expressed in dollars (in thousands)

	2014			2013
Salaries and employee benefits	$	7,317,950		$	7,731,822
Net occupancy		1,529,855			1,506,908
Furniture and equipment		1,553,289			1,360,631
Advertising		119,463			148,266
Office supplies and printing		119,019			90,255
Computer supplies and software amortization		137,548			141,949
Telephone		159,474			268,293
Professional fees and services		1,324,488			1,145,998
Supervisory fees and assessments		498,898			548,427
Debit and credit card expenses		776,275			767,488
Other real estate owned expenses		539,897			6,710,229
Mortgage loan expenses		177,156			262,602
Insurance expenses		288,463			356,904
Impairment loss on premises		399,812			-
Other		1,376,275			1,353,488
Total	$	16,317,862		$	22,393,260

Efficiency ratio		88.95	%		113.61	%

December 31,	2013		2012		2011		2010		2009
Real estate
Construction	$	24,175	$	31,985	$	43,320	$	62,635	$	77,567
Residential 1 – 4 family		35,873		35,092		42,838		50,085		57,539
Multifamily		4,312		5,563		8,630		9,337		9,963
Second mortgages		4,246		4,078		4,504		4,783		4,747
Equity lines of credit		21,270		22,502		24,998		27,990		31,596
Total residential		65,701		67,235		80,970		92,195		103,845
Nonresidential		104,379		122,310		133,603		152,178		169,934
Total real estate loans		194,255		221,530		257,893		307,008		351,346
Commercial and industrial		32,487		29,256		36,465		40,857		45,887
Consumer		11,725		9,305		8,650		6,057		7,943
Other		35		166		390		406		1,452
Total loans		238,502		260,257		303,398		354,328		406,628
Allowance for loan losses		(2,894)		(4,167)		(7,743)		(6,271)		(9,801)
Net loans	$	235,608	$	256,090	$	295,655	$	348,057	$	396,827

For the years ended December 31, 2014 and 2013, total noninterest expense totaled $16,317,862 and $22,393,260, respectively, equating to a decrease of $6,075,398, or 27.13%.

The expense for salaries and benefits was ~~Expressed~~$7,317,950 inand ~~percentages~~$7,731,822 for 2014 and 2013, respectively. By improving operating efficiencies, we reduced the expense for this category by $413,872, or 5.35%

December 31,	2013		2012		2011		2010		2009
Real estate
Construction	10.14	%	12.29	%	14.28	%	17.68	%	19.08	%
Residential:
Residential 1 – 4 family	15.04		13.48		14.12		14.14		14.15
Mutifamily	1.81		2.14		2.84		2.64		2.45
Second mortgages	1.78		1.56		1.49		1.34		1.17
Equity lines of credit	8.92		8.65		8.24		7.90		7.77
Total residential	27.55		25.83		26.69		26.02		25.54
Nonresidential	43.76		47.00		44.03		42.95		41.79
Total real estate loans	81.45		85.12		85.00		86.65		86.41
Commercial and industrial	13.62		11.24		12.02		11.53		11.28
Consumer	4.92		3.58		2.85		1.71		1.95
Other	0.01		0.06		0.13		0.11		0.36
Total loans	100.00	%	100.00	%	100.00	%	100.00	%	100.00	%
Allowance for loan losses	1.21	%	1.60	%	2.55	%	1.77	%	2.41	%

~~-48-~~Occupancy, furniture and equipment expense for 2014 and 2013 was $3,083,144 and $2,867,539, respectively, an increase of $215,605. The increase for the year ended December 31, 2014, is related to data processing insurance refunds received during 2013, for prior year service interruptions and lost income.

InOther ~~the~~operating ~~context~~expenses offor ~~this~~2014 ~~discussion,~~were ~~a “real estate mortgage loan” is defined as any loan~~$5, ~~other than a loan for construction purposes~~877, ~~secured by real estate~~131, or ~~regardless~~49.83% oflower ~~the~~than ~~purpose~~they ofwere ~~the~~for ~~loan~~2013. It isFor ~~common~~2014 ~~practice~~and ~~for financial institutions in our market area to obtain a mortgage on the borrower’s real estate when possible~~2013, ~~in addition to any~~ other ~~available~~operating ~~collateral. This~~expenses ~~real~~were ~~estate~~$5,916,768 ~~collateral is taken as security to reinforce the likelihood of the ultimate repayment of the loan~~ and ~~tends to increase management’s willingness to make real estate loans and~~$11, ~~to that extent~~793,899, ~~also~~respectively. The ~~tends~~following toexplains ~~increase~~significant ~~the~~changes ~~magnitude~~in ofthis ~~the~~expense ~~real estate loan portfolio component~~category.

~~The~~1. ~~largest~~A ~~component~~significant portion of the reduction in our ~~loan~~other ~~portfolio~~operating expenses is ~~real~~attributable ~~estate~~to ~~mortgage~~a ~~loans~~$6,170,332 reduction in our OREO expenses. At ~~December~~For ~~31,~~2014 and 2013, ~~real~~OREO ~~estate~~expenses ~~mortgage~~were ~~loans~~$539,897 ~~totaled~~and $~~194~~6,~~254~~710,~~829~~229, ~~and~~respectively. ~~represented~~Included ~~81.45%~~in ofour ~~the~~2013 ~~total~~OREO ~~loan~~expenses ~~portfolio~~were write downs of $4,905,476 compared to $~~221~~65,~~530,369,~~874 orfor 852014.~~00%~~ Additionally, atthe ~~December~~reduction ~~31,~~in ~~2012.~~OREO ~~This~~expenses ~~represents~~was afavorably ~~decrease~~impacted by the reduction in the volume of ~~$27,275,540,~~our orOREO 12properties. From December 31%, ~~from~~2013 ~~the~~to December 31, ~~2012~~2014, ~~balance~~primarily through sales, the volume of OREO properties declined $6,488,381, or 72.64%.

~~Residential~~2. ~~mortgage~~Professional ~~loans~~fees ~~totaled~~were $65178,~~700,997~~490 athigher ~~December~~for ~~31,~~2014 ~~2013,~~as ~~and~~a ~~represented~~result ~~27.55%~~ of ~~the~~legal ~~total~~fees ~~loan~~relating ~~portfolio,~~to ~~compared~~litigation toarising ~~$67,234,920~~in ~~and~~the ~~25.83%~~ordinary ~~respectively,~~course atof ~~December~~our ~~31,~~business ~~2012. Residential~~as ~~real~~well ~~estate~~as ~~loans~~defending ~~consist~~a lawsuit filed by certain clients of ~~first~~the Schurlknight and ~~second~~Rivers ~~mortgages~~Law onFirm ~~single~~(“S&R”), ora ~~multi-family~~former ~~residential~~customer ~~dwellings~~of the Bank.

~~Nonresidential~~3. ~~mortgage~~We ~~loans~~recorded an impairment loss of $399,812, ~~which~~during ~~include~~2014, ~~commercial~~on ~~loans~~a ~~and~~parcel ~~other~~of ~~loans~~land ~~secured~~that bywas ~~multi-family~~originally ~~properties~~acquired ~~and~~for ~~farmland,~~future ~~totaled~~facilities ~~$104,378,485~~expansion. atIn ~~December~~August ~~31,~~of ~~2013~~2014, ~~compared~~after deciding not to ~~$122,309,917~~expand aton ~~December~~this 31parcel, ~~2012. This~~we ~~represents~~entered into a ~~decrease~~tentative ofcontract to sell it for approximately $173,~~931~~600,~~432,~~000. orThis ~~14.66%,~~contract ~~from~~expired ~~the~~on December 31, ~~2012~~2014, ~~balance. These~~without ~~loans~~being ~~represented 43~~consummated.~~76%~~ ~~and~~The ~~47.00%~~subject ofparcel ~~the~~has ~~total~~a ~~loans~~carrying atvalue ~~December~~of ~~31,~~approximately ~~2013 and 2012~~$4, ~~respectively~~000,000.

~~Real~~Income ~~estate~~Tax construction loans were $24,175,348 and $31,985,532 at December 31, 2013 and 2012, respectively, and represented 10.14% and 12.29% of the total loan portfolio, respectively. From December 31, 2012 to December 31, 2013, these loans declined $7,810,184, or 24.42%.Provision

The income tax benefit of $3,081,244 for 2014 ~~Currently~~consists of currently payable income taxes of $180,207, less the ~~demand~~net increase of $3,261,451 in net deferred tax assets. The income tax benefit related to the pretax loss for ~~all~~2013 ~~types~~has been offset by the increase of ~~real~~an ~~estate~~equal ~~loans~~amount in ~~our~~the ~~market~~valuation ~~area~~allowance related isto ~~weak~~net deferred tax assets. As of December 31, ~~largely~~2014, ~~because~~we have net deferred tax assets from continuing operations of $10,750,191 with a ~~slow~~valuation ~~recovery~~allowance ~~from~~of $7,488,740. We have partially reversed the ~~recent~~valuation ~~recession~~allowance ~~that~~related ~~affected~~to ~~many~~our ~~businesses~~deferred tax assets. The valuation allowance was established based on the analysis of continued losses incurred and ~~individuals~~the inlikelihood of our ~~market~~recovery of ~~area~~those assets. With the demonstration of positive earnings, and projections that reflect the likely recovery of a portion of these assets, a portion of the valuation allowance has been reversed. If we continue to generate positive earnings, additional portions of the valuation allowance will be reversed, thus positively impacting income in future periods.

~~Commercial~~Earning and industrial loans increased $3,231,284, or 11.05%, to $32,486,848 at December 31, 2013, from $29,255,564 at December 31, 2012. The increase is attributable to our renewed emphasis in marketing our commercial loan products to small business owners. At December 31, 2013 and 2012, commercial and industrial loans represented 13.62% and 11.24%, respectively, of the total loan portfolio.Assets

Loans - Loans, including ~~Our~~loans ~~loan~~held ~~portfolio~~for issale, ~~also~~are ~~comprised~~the largest category of ~~consumer~~earning assets and typically provide higher yields than the other ~~loans~~types ~~that~~of ~~totaled~~earning assets. Associated with the higher loan yields are the inherent credit and liquidity risks which management attempts to control and counterbalance. Loans averaged $11247,~~760~~613,~~454~~855 ~~and~~in 2014 compared to $9246,~~471~~000,~~401~~338 atin 2013, an increase of $1,613,517, or 0.66%. At December 31, ~~2013~~2014, ~~and~~total ~~2012,~~loans ~~respectively~~were $257,351,082 ~~and~~compared ~~represented~~to ~~4.93%~~$240,750,383 ~~and~~at ~~3.64%~~December 31, ~~respectively~~2013, ofan ~~the~~increase ~~total~~of ~~loan~~$16,600,699, or ~~portfolio~~6. ~~From~~90%. Excluding loans held for sale, loans were $255,381,014 at December 31, ~~2012~~2014 compared to $238,502,131 at December 31, 2013, ~~our~~which ~~consumer~~equated ~~and~~to ~~other~~an ~~loans~~increase ~~have~~of ~~increased~~$16,878,883, byor 7.08%. This increase is mainly attributable to the rise of $215,~~289~~815,~~503,~~677 ~~resulting~~in our ~~primarily~~consumer ~~from~~loans. During the ~~implementation~~latter part of 2013, we implemented several new marketing programs designed to increase consumer borrowings, particularly with respect to automobile loans.

~~Our loan portfolio reflects the diversity of our markets.~~ The ~~economies~~following oftable ~~our~~sets ~~markets~~forth ~~contain~~the ~~elements~~ composition of ~~medium~~the ~~and~~loan ~~light manufacturing~~portfolio, ~~higher~~excluding ~~education,~~loans ~~regional~~held ~~health~~for ~~care~~sale, ~~and~~by ~~distribution~~category ~~facilities. We~~at ~~expect~~the ~~our~~dates ~~local~~indicated ~~economy~~and tohighlights ~~remain stable; however, due to~~ the ~~slow~~Company’s ~~economic~~general emphasis ~~recovery~~on inall ~~some~~types of ~~our markets, we do not expect any material growth in our loan portfolio in the near future. We do not engage in foreign~~ lending.

The repayment of loans in the loan portfolio as they mature is also a source of liquidity for the Company. The following table sets forth the Company’s loans maturing within specified intervals at December 31, 2013.49

~~Loan~~Composition ~~Maturity~~of ~~Schedule~~Loan ~~and Sensitivity to Changes in Interest Rates~~Portfolio

			Over
			One Year
	One Year or		Through		Over Five
(Dollars in thousands)	Less		Five Years		Years		Total
Real estate	$	49,636	$	120,561	$	24,058	$	194,255
Commercial and industrial		14,959		17,227		301		32,487
Consumer and other		2,117		7,601		2,042		11,760
	$	66,712	$	145,389	$	26,401	$	238,502
Loans maturing after one year with:
Fixed interest rates							$	125,838
Floating interest rates								45,952
							$	171,790

Expressed in dollars (in thousands)

-49-

December 31,	2014			2013			2012			2011			2010
Real estate:
Construction	$	26,548		$	24,175		$	31,985		$	43,320		$	62,635
Residential:
Residential 1 – 4 family		40,985			35,873			35,092			42,838			50,085
Multifamily		4,338			4,312			5,563			8,630			9,337
Second mortgages		4,776			4,246			4,078			4,504			4,783
Equity lines of credit		20,197			21,270			22,502			24,998			27,990
Total residential		70,296			65,701			67,235			80,970			92,195
Nonresidential		99,450			104,379			122,310			133,603			152,178
Total real estate loans		196,294			194,255			221,530			257,893			307,008
Commercial and industrial		31,504			32,487			29,256			36,465			40,857
Consumer		27,541			11,725			9,305			8,650			6,057
Other		42			35			166			390			406
Total loans		255,381			238,502			260,257			303,398			354,328
Allowance for loan losses		(3,003	)		(2,894	)		(4,167	)		(7,743	)		(6,271	)
Net loans	$	252,378		$	235,608		$	256,090		$	295,655		$	348,057

~~The~~Expressed ~~information presented~~ in the table above is based on the contractual maturities of the individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval as well as modification of terms upon maturity. Consequently, we believe this treatment presents fairly the maturity and repricing structure of the loan portfolio.percentages

Investment Securities - The investment securities portfolio is also a component of our total earning assets. Our investment securities portfolio consists of securities available-for-sale, securities held-to-maturity, and nonmarketable equity securities.

December 31,	2014			2013			2012			2011			2010
Real estate:
Construction		10.40	%		10.14	%		12.29	%		14.28	%		17.68	%
Residential:
Residential 1 – 4 family		16.04			15.04			13.48			14.12			14.14
Mutifamily		1.70			1.81			2.14			2.84			2.64
Second mortgages		1.87			1.78			1.56			1.49			1.34
Equity lines of credit		7.91			8.92			8.65			8.24			7.90
Total residential		27.52			27.55			25.83			26.69			26.02
Nonresidential		38.94			43.76			47.00			44.03			42.95
Total real estate loans		76.86			81.45			85.12			85.00			86.65
Commercial and industrial		12.34			13.62			11.24			12.02			11.53
Consumer		10.78			4.92			3.58			2.85			1.71
Other		0.02			0.01			0.06			0.13			0.11
Total loans		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

Allowance for loan losses		1.18	%		1.21	%		1.60	%		2.55	%		1.77	%

In the context of this discussion, a “real ~~Available-~~estate mortgage loan” is defined as any loan, other than a loan for~~-Sale~~ ~~Securities~~construction purposes, secured by real estate, regardless of the purpose of the loan. It is common practice for financial institutions in our market area to obtain a mortgage on the borrower’s real estate when possible, in addition to any other available collateral. This real estate collateral is taken as security to reinforce the likelihood of the ultimate repayment of the loan and tends to increase management’s willingness to make real estate loans and, to that extent, also tends to increase the magnitude of the real estate loan portfolio component.

AtThe ~~December~~largest ~~31,~~component ~~2013~~of ~~and 2012,~~ our ~~investment~~loan inportfolio is ~~available-for-sale~~real ~~securities~~estate ~~was~~mortgage ~~$12,144,843~~loans. ~~and~~At ~~$60~~December 31,~~071,012,~~ ~~respectively~~2014, areal ~~decrease~~estate ofmortgage ~~$47,926,169. On~~loans ~~December~~totaled 31$196, ~~2013~~294,083 ~~based~~and onrepresented a76.86% ~~comprehensive~~of the ~~evaluation~~total ofloan ~~our~~portfolio, ~~available-for-sale~~compared ~~securities~~to ~~portfolio~~$194,254,829, ~~and~~or ~~future~~81.45%, ~~liquidity~~at ~~needs~~December 31, we2013. ~~reclassified~~This ~~available-for-sale~~represents ~~securities~~an ~~totaling~~increase of $362,~~951~~039,~~934~~254, or ~~including~~1.05%, ~~net~~from ~~unrealized~~the ~~gains~~December ~~of $237~~31,~~797,~~ as2013 ~~securities held-to-maturity~~balance.

Residential mortgage loans totaled $70,295,788 ~~This~~at ~~portfolio~~December is31, ~~primarily~~2014, ~~utilized~~and torepresented ~~provide~~27.52% ~~liquidity~~of ~~sources~~the total loan portfolio, ~~flexibility~~compared to $65,700,997 and ~~balanced~~27.55%, ~~yielding~~respectively, ~~assets~~at December to31, ~~our~~2013. This represents an increase of $4,594,791, or 6.99%, from the December 31, 2013 balance. ~~sheet~~Residential real estate loans consist of first and second mortgages on single or multi-family residential dwellings.

Nonresidential mortgage loans, which include ~~The~~commercial ~~amortized~~loans ~~costs~~and other loans secured by multi-family properties and ~~the~~farmland, ~~fair~~totaled ~~value~~$99,450,427 ofat ~~our~~December ~~securities~~31, ~~available-for-sale~~2014, compared to $104,378,485 at December 31, 2013. This ~~and~~represents ~~2012~~a ~~are~~decline ~~shown~~of in$4,928,058, or 4.72%, from the ~~following~~December ~~table~~31, 2013 balance. These loans represented 38.94% and 43.76% of the total loans at December 31, 2014 and December 31, 2013, respectively.

	December 31, 2013				December 31, 2012
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Government sponsored enterprises	$	-	$	-	$	7,591,892	$	8,109,028
Mortgage-backed securities		9,277,577		9,318,633		50,197,908		51,956,484
Corporate bonds		2,765,950		2,796,210		-		-
Equity security		30,000		30,000		100,000		5,500
Total	$	12,073,527	$	12,144,843	$	57,889,800	$	60,071,012

AtReal ~~December~~estate ~~31,~~construction ~~2013,~~loans ~~there~~ were ~~no available-for-sale securities that had been in a loss position for twelve months or more. However~~$26, ~~during 2013~~547,868 and ~~we determined that our equity investment of~~ $~~100~~24,~~000~~175,347 inat aDecember ~~local~~31, ~~community~~2014 ~~bank was other-than-temporarily impaired. Based on industry analyst reports~~ and ~~market~~2013, ~~trading prices~~respectively, itand ~~was~~represented ~~determined~~10.40% ~~that~~and ~~the~~10.14% ~~estimated fair market value~~ of ~~this~~the ~~investment~~total ~~was~~loan ~~$30~~portfolio,~~000~~ respectively. ~~Consequently,~~ From anDecember ~~impairment loss of $70~~31,~~000~~ ~~was~~2013 ~~recognized. While we do not intend~~ to ~~sell~~December ~~this~~31, ~~security in the near future~~2014, ~~and~~these itloans isincreased ~~more likely than not that we will not be required to sell it~~$2,372,521, ~~there~~or ~~is no assurance that the carrying value of this security will be realized in the future~~9.81%.

~~Available-~~Currently, the demand for~~-Sale~~ ~~Securities~~real ~~Maturity~~estate ~~Distribution~~loans in our market area is still relatively weak, largely because of a slow recovery from the recent recession that affected many businesses and ~~Yields~~individuals ~~(1)~~in our market area. However, over the past several quarters we have experienced an increase in the demand for real estate loans.

	Corporate Bonds
(Dollars in thousands)	Amount		Yield
Due after ten years	$	2,796	0.54	%

Commercial and industrial loans decreased $983,249, or 3.03%, to $31,503,599 at December 31, 2014, from $32,486,848 at December 31, 2013. At December 31, 2014 and December 31, 2013, commercial and industrial loans represented 12.34% and 13.62%, respectively, of the total loan portfolio.

~~(1)~~Our ~~Excludes~~loan ~~mortgage-backed~~portfolio ~~securities~~is ~~totaling~~also comprised of consumer loans that totaled $927,~~318~~540,~~633~~996 ~~with~~and a$11,725,319 ~~yield~~at ofDecember ~~2.34%~~31, 2014 and anDecember ~~equity~~31, ~~security~~2013, inrespectively, and represented 10.78% and 4.92%, respectively, of the ~~amount~~total loan portfolio. From December 31, 2013 to December 31, 2014, our consumer loans have increased by $3015,~~000~~815,677 mainly related to the increase in automobile loans with the implementation of several marketing programs designed to increase consumer borrowings.

Our loan portfolio reflects the diversity ~~Held-~~of our markets. The economies of our markets contain elements of medium and light manufacturing, higher education, regional health care, and distribution facilities. We expect our local economy to~~-Maturity~~ ~~Securities~~remain stable; however, due to the slow economic recovery in some of our markets, we do not expect any material growth in our loan portfolio in the near future. We do not engage in foreign lending.

AtThe ~~December~~repayment ~~31, 2013, held-to-maturity securities consisted~~ of ~~$36,951,934,~~loans ~~including net unrealized gains of $237,797~~ in ~~available-for-sale-securities~~the ~~that~~loan ~~were reclassified~~ portfolio as ~~held-to-maturity~~they onmature ~~December~~is ~~31,~~also ~~2013. The~~a ~~net~~source ~~unrealized~~of ~~gains~~liquidity ~~will~~for bethe ~~amortized~~Company. toThe ~~other~~following ~~comprehensive~~table ~~income~~sets ~~over~~forth the ~~life~~Company’s ofloans ~~the~~maturing within ~~underlying~~specified ~~securities. We~~intervals ~~intend~~at toDecember ~~hold~~31, ~~these securities to maturity and have the ability to do so~~2014.

~~-50-~~Loan Maturity Schedule and Sensitivity to Changes in Interest Rates

The amortized costs and the fair value of our securities held-to-maturity at December 31, 2013, are shown in the following table.

			Over
			One Year
	One Year or		Through		Over Five
(Dollars in thousands)	Less		Five Years		Years		Total
Real estate	$	45,387	$	115,770	$	35,137	$	196,294
Commercial and industrial		16,060		14,810		634		31,504
Consumer and other		2,591		11,004		13,988		27,583
	$	64,038	$	141,584	$	49,759	$	255,381
Loans maturing after one year with:
Fixed interest rates							$	142,521
Floating interest rates								48,822
							$	191,343

	December 31, 2013
	Amortized		Estimated
	Cost		Fair Value
Government sponsored enterprises	$	7,146,409	$	7,070,985
Mortgage-backed securities		26,404,573		26,731,341
Municipals		3,163,155		3,149,608
Total		36,714,137	$	36,951,934
Capitalization of net unrealized gains on securities transferred from available-for-sale		237,797
Total	$	36,951,934

The information presented in the table above is based on the contractual maturities of the individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval as well as modification of terms upon maturity. Consequently, we believe this treatment presents fairly the maturity and repricing structure of the loan portfolio.

Investment Securities - The ~~Held~~investment securities portfolio is also a component of our total earning assets. Our investment securities portfolio consists of securities available-tofor-~~Maturity~~sale, ~~Securities~~securities ~~Maturity~~held-to-maturity, ~~Distribution~~ and ~~Yields~~nonmarketable ~~(1)-~~equity securities.

	Government
	Sponsored
	Enterprises					Municipals					Total
(Dollars in thousands)	Amount		Yield			Amount		Yield			Amount		Yield
Due after one year but within five years	$	-		0.00	%	$	518		4.00	%	$	518		4.00	%
Due after one year but within five years		7,071		3.23			2,632		4.24			9,703		3.49
Total securities (1)	$	7,071		3.23	%	$	3,150		4.20	%	$	10,221		3.51	%

Available-for-Sale Securities

~~(1)~~At ~~Excludes~~December ~~mortgage~~31, 2014 and 2013, our investment in available-~~backed~~for-sale securities ~~totaling~~was $2613,~~731~~045,~~341with~~588 aand ~~yield~~$12,144,843, respectively, an increase of 3$900,745, or 7.1942%. These securities are carried at their estimated fair value.

~~Other~~This ~~attributes~~portfolio ofis ~~the~~primarily ~~securities~~utilized ~~portfolio,~~to ~~including~~provide liquidity ~~yields~~sources, ~~and maturities~~flexibility, ~~are~~and ~~discussed~~balanced ~~above~~yielding inassets ~~“Net~~to ~~Interest~~our ~~Income-Interest~~balance ~~Sensitivity Analysis~~sheet.”

~~Nonmarketable Equity Securities –~~ 51

Nonmarketable equity securities are recorded at their original cost since no ready market exists for these securities. At December 31, 2013 and 2012, nonmarketable equity securities consisted of Federal Home Loan Bank and Community Bankers Bank stock, which are recorded at their original cost of $1,536,800 and $58,100, respectively and $1,239,300 and $58,100, respectively. These securities are held primarily as a preHeld-~~requisite~~to-Maturity ~~for accessing liquidity sources provided by the issuers of these securities.~~ Securities

~~Interest-Bearing Deposits with Other Banks –~~ At December 31, ~~2013~~2014 and ~~2012~~2013, ~~interest~~securities held-~~bearing~~to-maturity ~~deposits~~were ~~with other banks totaled~~ $1431,~~698~~384,~~851~~418 and $3536,~~169~~951,~~883~~934, respectively, a decrease of $5,567,516, or 15. ~~For~~07%. ~~the~~These ~~years~~securities ~~2013~~are ~~and~~carried at ~~2012~~amortized cost, including the ~~average~~net ~~balance~~unrealized gain in available-for-sale-securities that were reclassified as held-to-maturity on December 31, 2013. The net unrealized gain is being amortized to other comprehensive income over the life of ~~these~~the ~~deposits~~underlying securities. The net unrealized gain included in the amortized cost at December 31, 2014 and 2013, was $26164,~~998,725~~436 and $35237,~~566~~797,~~257,~~ respectively. We intend to hold these securities to maturity and have the ability to do so.

~~Deposits~~The amortized costs and ~~Other~~the ~~Interest~~estimated fair value of our securities available-~~Bearing~~for-sale ~~Liabilities~~and held-to-maturities at December 31, 2014 and 2013 are shown in the following tables.

~~Average interest~~Available-~~bearing liabilities decreased $80,112,033, or 22.32%, to $278,878,944 in 2013, from $358,990,977 in 2012.~~ for-Sale

Deposits - Average total deposits decreased $75,738,154, or 19.41%, to $314,549,001 in 2013, from $390,287,155 in 2012. At December 31, 2013, total deposits were $282,415,023 compared to $349,314,134 a year earlier, a decrease of $66,899,111, or 19.15%.

	December 31, 2014				December 31, 2013
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Mortgage-backed securities	$	10,207,150	$	10,200,688	$	9,277,577	$	9,318,633
Corporate bonds		2,788,520		2,814,900		2,765,950		2,796,210
Equity security		30,000		30,000		30,000		30,000
Total	$	13,025,670	$	13,045,588	$	12,073,527	$	12,144,843

~~Average interest~~Held-~~bearing deposits decreased $80,236,974, or 24.12%,~~ to ~~$252,374,874 in 2013 from $332,611,848 in 2012. The average balance of non~~-~~interest bearing deposits increased $4,498,820, or 7.80%, to $62,174,127 in 2013, from $57,675,307 in 2012.~~Maturity

-51-

	December 31, 2014				December 31, 2013
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Government sponsored enterprises	$	6,404,933	$	6,588,279	$	7,146,409	$	7,070,985
Mortgage-backed securities		21,665,238		22,250,589		26,404,573		26,731,341
Municipals		3,149,811		3,403,149		3,163,155		3,149,608
Total		31,219,982	$	32,242,017		36,714,137	$	36,951,934
Capitalization of net unrealized gains on securities transferred from available-for-sale		164,436				237,797
Total	$	31,384,418

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