10-K 1 v369430_10k.htm FORM 10-K

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

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)

(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

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 ¨

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 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.

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

TABLE OF CONTENTS

		Page
PART I

Item 1.	Business	4

Item 1A.	Risk Factors	25

Item 1B.	Unresolved Staff Comments	34

Item 2.	Properties	35

Item 3.	Legal Proceedings	36

Item 4.	Mine Safety Disclosures	36

PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36

Item 6.	Selected Financial Data	37

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	56

Item 8.	Financial Statements and Supplementary Data	59

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	94

Item 9A.	Controls and Procedures	94

Item 9B.	Other Information	94

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	94

Item 11.	Executive Compensation	94

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94

Item 13.	Certain Relationships and Related Transactions, and Director Independence	95

Item 14.	Principal Accountant Fees and Services	95

PART IV

Item 15.	Exhibits and Financial Statement Schedules	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

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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 beginning on page 25.

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, Florence County had an estimated population of 137,948. 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 of 270,406. 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.

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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.

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 million, and employ over 100 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. We are also proud to be one of South Carolina’s “Best Places to Work” companies.

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 are not crystal clear on why they exist, what they want to accomplish and how they are 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 work experience through:

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.

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Customer Value Promise

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

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 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 13.19%, Lexington 2.26%, and Charleston 0.64%.

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.

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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, the Bank’s internal lending limit to a single customer is approximately $6.1 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.

Loan Distribution. As of December 31, 2013, the composition of our loan portfolio by category was approximately as follows:

Industry Categories	Percentage (%)

Real estate secured	81.45	%

Commercial and industrial	13.62	%

Consumer loans	4.92	%

Other loans	0.01	%

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.

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•	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, total loans secured by first or second mortgages on real estate comprised approximately 81.45% 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
	as of		Percentage of
Description	December 31, 2013		Total Loan Portfolio
Residential 1-4 family	$	35,873,036		15.04	%

Multifamily	$	4,312,057		1.81	%

Commercial	$	104,378,485		43.76	%

Construction	$	24,175,347		10.14	%

Second mortgage	$	4,245,778		1.78	%

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, the Bank sold mortgage loans in a total amount of approximately $29.1 million, or 28.0% 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, of the 168 loans sold by the Bank, 43 were FHA or VA loans and 10 were State Housing Loans, compared to 2012 where, of the 247 loans sold by the Bank, 57 were FHA or VA loans and 25 were State Housing loans. Such loans represented 27.1% of the dollar volume or 39.9% of the total number of loans sold by the Bank in 2013.

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 $1,029,641 in 2013.

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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, 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	$	—	—	%

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.

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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, 36 banks and savings institutions operated 251 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, the Bank had 86 full-time employees and 24 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 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 to the Bank as capital; as a result of this capital infusion, as well as a successful private offering of our Series C Preferred Stock in May 2010, the Bank’s Tier 1 leverage ratio was 10.67%, and its total risk-based capital ratio was 14.35%, both as of year-end 2013.

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 a legal entity separate and distinct from the Bank. The principal source of our cash flow, including cash flow to pay dividends to stockholders, 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 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 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.

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, is 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).

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; 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.

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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.

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, 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

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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;

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed, or other prohibited factors in extending credit;

Fair Credit Reporting Act of 1978, as amended by the Fair and Accurate Credit Transactions Act, governing the use and provision of information to credit reporting agencies, certain identity theft protections, and certain credit and other disclosures;

Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;

Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended by the Servicemembers’ Civil Relief Act, governing the repayment terms of, and property rights underlying, secured obligations of persons currently on active duty with the United States military;

Talent Amendment in the 2007 Defense Authorization Act, establishing a 36% annual percentage rate ceiling, which includes a variety of charges including late 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;

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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;

Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, which sets forth anti-money laundering measures affecting insured depository institutions, broker-dealers, and other financial institutions; and

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.

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ITEM 1A. RISK FACTORS

An investment in our securities involves risks. If 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. 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.

Risks Related to the Company’s Business

We may experience increased delinquencies and credit losses, which could have a material adverse effect on our capital, financial condition, and results of operations.

Like other lenders, 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, however, a 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, we may attempt to seize the collateral 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 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 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.

Our loan portfolio mix, which has loans secured by real estate, could result in increased credit risk in a challenging economy.

Our loan portfolio is concentrated in commercial real estate and commercial business loans. As of December 31, 2013, approximately 81.45% 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, 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 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 results of operations and financial condition.

Any downturn in the economies or real estate values in the markets we serve could have a material adverse effect on both borrowers’ ability to repay their loans and the value of the real property securing such loans. Our ability to recover on defaulted loans would then be diminished, and we would be more likely to suffer losses on defaulted loans.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

Our success depends to a significant extent upon the quality of our assets, particularly loans. In originating loans, there is a substantial likelihood that we will experience credit losses. The risk of loss will vary with, among other things, 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.

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Our loan customers may not repay their loans according to the terms of these loans, and the collateral securing the payment of these loans may be insufficient to assure repayment. As a result, we may experience significant loan losses, which could have a material adverse effect on our operating results. Management makes various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. We maintain an allowance for loan losses in an attempt to cover any loan losses that may occur. In determining the size of the allowance, we rely 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.

If our assumptions are wrong, our current allowance may not be sufficient to cover future loan losses, and we may need to make adjustments to allow for different economic conditions or adverse developments in our loan portfolio. Material additions to our allowance would materially decrease our net income. We expect our allowance to continue to fluctuate throughout 2014; however, given current and future market conditions, we can make no assurance that our allowance will be adequate to cover future loan losses.

In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, based on judgments different than those of our management. Any increase in our allowance for loan losses or loan charge-offs as required by these regulators could have a negative effect on our operating results.

The amount of other real estate owned (“OREO”) may increase significantly, resulting in additional losses, and costs and expenses that will negatively affect our operations.

At December 31, 2012, we had a total of $15.29 million of OREO, and at December 31, 2013, we had a total of $8.93 million of OREO, reflecting a $6.35 million or 41.56% decrease from year-end 2012 to year-end 2013. During this 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 of OREO properties more difficult, increase maintenance costs and expenses, and may reduce 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.

Our use of appraisals in deciding whether to make a loan on or secured by real property or how to value such loan in the future may not accurately describe the net value of the real property collateral that we can realize.

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 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.

If we are required to take a valuation allowance to our deferred tax asset in the future, our earnings and capital position may be adversely impacted.

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.

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As 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 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, 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 a material adverse effect on our results of operations and financial condition and could also decrease the Bank’s regulatory capital.

Changes in the interest rate environment could reduce our net interest income, which could reduce our profitability.

As a financial institution, our earnings significantly depend on our net interest income, which is the difference between the interest income that we 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, an increase or decrease in market interest rates could have material adverse effects on our net interest margin and results of operations.

In addition, we cannot predict whether interest rates will continue to remain at present levels. Changes in interest rates may cause significant changes, up or down, in our net interest income. 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.

We face strong competition from larger, more established competitors.

The banking business is highly competitive, and we experience strong competition from many other financial institutions. We compete with commercial banks, credit unions, savings 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.

We compete with these institutions 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 have to attract our customer base from other existing financial institutions and from new residents. Many of our competitors are well-established, much larger financial institutions. While we believe we can and do successfully compete with these other financial institutions in our markets, we may face a competitive disadvantage as a result of our smaller size and lack of geographic diversification. Further, should we fail to maintain an adequate volume of loans and deposits in accordance with our business strategy, it could have an adverse effect on our profitability in the future.

Although we compete by concentrating our marketing efforts in our primary market area with local advertisements, personal contacts, and greater flexibility in working with local customers, we can give no assurance that this strategy will be successful.

Hurricanes or other adverse weather events could negatively affect our local economies or disrupt our operations, which could have an adverse effect on our business or results of operations.

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.

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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 financial ratios and statistics. In the future, we may not have 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 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 corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the teamwork and increased productivity fostered by our culture, which could harm our business.

We believe that a critical contributor to our success has been our corporate culture, which we believe fosters teamwork and increased productivity. 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.

As a community bank, we have different lending risks than larger banks.

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

We manage our 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 the 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. 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.

We are subject to liquidity risk in our operations.

Liquidity risk is the possibility of being unable, at a reasonable cost and within acceptable risk tolerances, 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 stockholders, 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.

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-

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.

The impact of the economic downturn on the performance of other financial institutions in our geographic area, actions taken by our competitors to address the current economic downturn, and the public perception of and confidence in the economy generally, and the banking industry specifically, could negatively impact our performance and operations.

All financial institutions are subject to the same risks resulting from a weakened economy such as increased charge-offs and levels of past due loans and nonperforming assets. As troubled institutions in our market area continue to recognize and dispose of problem assets, the already substantial inventory of residential homes and lots may negatively affect home values and increase the time it takes us or our borrowers to sell existing inventory. The perception that troubled banking institutions (and smaller banking institutions that are not “in trouble”) are risky institutions for purposes of regulatory compliance or safeguarding deposits may 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, our operating results would suffer.

A failure in or breach of our operational or security systems, or those of our third party service providers, including as a result of cyber attacks, could disrupt our business, result in unintentional disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

As a financial institution, our operations rely heavily on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Any failure, interruption or breach in security or operational integrity of these systems could result in failures or disruptions in our online banking system, customer relationship management, general ledger, deposit and loan servicing and other systems. The security and integrity of our systems could be threatened by a variety of interruptions or information security breaches, including those caused by computer hacking, cyber attacks, electronic fraudulent activity or attempted theft of financial assets. We cannot assure you that any such failures, interruption or security breaches will not occur, or if they do occur, that they will be adequately addressed. While we have certain protective policies and procedures in place, the nature and sophistication of the threats continue to evolve. We may be required to expend significant additional resources in the future to modify and enhance our protective measures.

Additionally, we face the risk of 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.

Risks Related to the Company’s Regulatory Environment

We are subject to regulatory commitments that could have a material negative effect on our business, operating flexibility, financial condition, and the value of 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.

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-approval prior to the payment of dividends or other interest payments relating to its securities.

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 and which is now held by unaffiliated third-party investors. This provision also applies 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 has not approved the payment of dividends and interest relating to its outstanding classes of preferred stock and trust preferred securities due and payable since the third quarter of 2011. As a result, 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.

Further, should the Bank and/or the Company fail to comply with the provisions of each respective Memorandum, it could result in further enforcement actions by the FDIC, the Federal Reserve Bank, and/or the SC State Board. 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 are subject to extensive regulation that could limit or restrict our activities.

We operate in a highly regulated industry and are subject to examination, supervision, and comprehensive regulation by various regulatory agencies. 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 stockholders, 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.

The laws and regulations applicable to the banking industry have recently changed and may continue to change, and we cannot predict the effects of these changes on our business and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably.

The Dodd-Frank Act was enacted on July 21, 2010. The implications of the Dodd-Frank Act, or its implementing regulations, on our business are unclear at this time, but it may adversely affect our business, results of operations, and the underlying value of our common stock. The full effect of this legislation will not be even reasonably certain until implementing regulations are promulgated, which could take several years in some cases. See “Supervision and Regulation” for additional information.

Some or all of the changes, including the new rulemaking authority granted to the newly-created Consumer Financial Protection Bureau, may result in greater reporting requirements, assessment fees, operational restrictions, capital requirements, and other regulatory burdens for either, or both, the Bank and the Company, and many of our non-bank competitors may remain free from such limitations. This could affect our ability to attract and maintain depositors, to offer competitive products and services, and to expand our business.

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-

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.

Rulemaking changes implemented by the CFPB will result in higher regulatory and compliance costs related to originating and servicing mortgages and may adversely affect our results of operations.

The CFPB recently has finalized a number of significant rules which will impact nearly every aspect of the lifecycle of a residential mortgage. These rules implement the Dodd-Frank Act amendments to the Equal Credit Opportunity Act, the Truth in Lending 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 with a new “reasonable ability to 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 specific loss mitigation procedures for loans 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.”

While the rules generally affect banks our size somewhat less than larger financial institutions, our compliance with the new rule, and its accompanying enforcement by 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 be reevaluated and potentially revised, perhaps substantially. Additionally, programming changes and enhancements to systems will be necessary to comply with the new rules. Some of these new rules became effective in June 2013, while others became effective in January 2014. Forthcoming additional rulemaking affecting the residential mortgage business is also expected. Achieving full compliance in the relatively short timeframe provided for certain of the new rules will result in increased regulatory and compliance costs.

New capital rules that were recently issued generally require insured depository institutions and certain bank holding companies to hold more capital. The impact of the new rules on our financial condition and operations is uncertain but could be materially adverse.

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." These rules substantially amend the regulatory risk-based capital rules applicable to the Bank. The rules phase in over time beginning in 2015 and will become fully effective in 2019.

The final rules increase capital requirements and generally include two new capital measurements that will affect us, a risk-based common equity Tier 1 ratio and a capital conservation buffer. Common Equity Tier 1 (“CET1”) capital is a subset of Tier 1 capital and is limited to common equity (plus related surplus), retained earnings, accumulated other comprehensive income and certain other items. Other instruments that have historically qualified for Tier 1 treatment, including non-cumulative perpetual preferred stock, are consigned to a category known as Additional Tier 1 capital and must be phased out over a period of nine years beginning in 2014. The rules permit bank holding companies with less than $15 billion in assets (such as us) to continue to include trust preferred securities and non-cumulative perpetual preferred stock issued before May 19, 2010 in 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 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-

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.

In addition to the higher required capital ratios and the new deductions and adjustments, the final rules increase the risk weights for certain assets, meaning that we will have to hold more capital against these assets. For example, commercial real estate loans that do not meet certain new underwriting requirements must be risk-weighted at 150%, rather than the current 100%. There are also new risk weights for unsettled transactions and derivatives. We also will be required to hold capital against short-term commitments that are not unconditionally cancelable; currently, there are no capital requirements for these off-balance sheet assets. All changes to the risk weights take effect in full in 2015.

In addition, in the current economic and regulatory environment, bank regulators may impose 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 be 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 to make distributions, including paying dividends or buying back our shares.

The Federal Reserve may require us to commit capital resources to support the 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 a bank holding company to 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 such a subsidiary bank. In addition, the 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.

A capital injection may be required at times when we do not have the resources to provide it, and therefore we may be required to borrow the funds. In the event of a bank holding company's bankruptcy, the bankruptcy trustee will assume any 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 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. 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 FDIC Deposit Insurance assessments that we are required to pay may continue to materially increase in the future, which would have an adverse effect on our earnings.

As a member institution of the FDIC, we are assessed a quarterly deposit insurance premium. Failed banks nationwide have significantly depleted the insurance fund and reduced the ratio of reserves to insured deposits. As a result, we may be required to pay significantly higher premiums or additional special assessments that could adversely affect our earnings.

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On 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 for unsecured debt and, in the case of small institutions outside the lowest risk category and certain large and highly complex institutions, brokered deposits. Further increased FDIC assessment premiums, due to our risk classification, emergency assessments, or implementation of the modified DIF reserve ratio, could adversely impact our earnings.

We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties.

Federal and state fair lending laws and regulations, 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 in private class action litigation. A successful challenge to our performance under the fair lending laws and regulations could adversely impact 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.

The downgrade of the U.S. credit rating could negatively impact our business, results of operations and financial condition.

Recent U.S. debt ceiling and budget deficit concerns together with signs of deteriorating sovereign debt conditions in Europe, have increased 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, 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 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 2014, the U.S. government adopted legislation to suspend the debt limit through March 2015. Moody's and Fitch 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.

Failure to comply with government regulation and supervision could result in sanctions by regulatory agencies, civil money penalties, and damage to our 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 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 laws, regulations, and policies, there can be no assurance that such violations will not occur.

Risks Relating to Ownership of Our Common Stock

Our ability to pay cash dividends on capital stock is limited and we may be unable to pay future dividends.

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-

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.

Finally, given the requirements 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 stock and our outstanding classes of preferred stock, absent authorization from a majority of the holders of our outstanding trust preferred securities, until such time as the Company has paid all interest due and payable on the trust preferred securities.

The holders of shares of our various classes of preferred stock have rights that are senior to those of our common stockholders.

We have supported our capital operations by issuing two classes of preferred stock to the Treasury under the TARP CPP. These shares of Series A and Series B Preferred Stock were sold by the Treasury to unaffiliated third parties in March 2013.

Each outstanding class of preferred stock has dividend rights that are senior to our common stock; therefore, we must pay dividends on each class of preferred stock before we can pay any dividends on our common stock. In the event of our bankruptcy, dissolution, or liquidation, the holders of our preferred stock must be satisfied before we can make any distributions to our common stockholders.

Economic and other circumstances may require us to raise capital at times or in amounts that are unfavorable to us. If we have to issue shares of common stock, they will dilute the percentage ownership interest of existing shareholders and may dilute the book value per share of our common stock and adversely affect the terms on which we may obtain additional capital.

We may need to incur additional debt or equity financing 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-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 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

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ITEM 2. PROPERTIES

The executive and main offices of the Company and the Bank are located at 2170 West Palmetto Street in Florence, South Carolina. 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.

On April 26, 2000, the Bank opened a branch at 411 Second Loop Road in Florence, South Carolina. 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.

On May 15, 2002, the Bank purchased an additional facility located at 2145 Fernleaf Drive in Florence, South Carolina. The Fernleaf Drive site contains approximately 0.5 acres of land and includes a 7,500 square feet building. The facility serves as additional space for the operational and information technology activities of the Bank, including data processing and auditing. No customer services will be conducted in this facility.

On June 17, 2004, the Bank opened a temporary branch at 709 North Lake Drive in Lexington, South Carolina. On July 1, 2008, 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 by the Bank, is located on approximately two acres of land and contains approximately 13,000 square feet.

On March 15, 2005, the Bank opened a branch at 51 State Street, Charleston, South Carolina. This property is leased. On August 8, 2005, the Bank changed the street address of this location to 25 Cumberland Street, Charleston, South Carolina because of a change in the primary entrance to the branch.

On March 24, 2005, the Bank leased approximately five acres at 2211 West Palmetto Street in Florence, South Carolina for possible development of a future headquarters location. This property and an adjacent parcel were purchased by the Company on November 24, 2008 and are leased by the Bank. On March 15, 2012, the Company and the Bank agreed to waive the Bank’s obligation to pay rent for the balance of 2013.

On October 3, 2005, the Bank opened a branch office at 800 South Shelmore Boulevard, Mount Pleasant, South Carolina. The Mount Pleasant branch facility is located on approximately one acre of land owned by the Company and contains approximately 6,500 square feet.

On February 9, 2006, the Bank purchased approximately 0.75 acres at 2148 West Palmetto Street, Florence, South Carolina for a future training facility. On April 1, 2007, the Bank opened its Learning Center which contains approximately 6,000 square feet.

The Bank owns property at 44^th Business Park, Lots 1, 2, and 3, North Myrtle Beach, South Carolina, which was intended to be a branch site, but was never developed. This property is currently listed for sale.

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.

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 at 2805A Sunset Boulevard, West Columbia, South Carolina in a facility leased by the Bank.

Other than the Bank facilities described in the preceding paragraphs and the real estate-related loans funded by the Bank previously described in “Item 1. Business—First Reliance Bank,” the Company does not invest in real estate, interests in real estate, real estate mortgages, or securities of or interests in persons primarily engaged in real estate activities.

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ITEM 3. LEGAL PROCEEDINGS

As of December 31, 2013 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 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.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5.

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-

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data is derived from the consolidated financial statements and other data of First Reliance Bancshares, Inc. and Subsidiary (the “Company”). The selected financial data should be read in conjunction with the consolidated financial statements, including the accompanying notes, included elsewhere herein.

(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	%

______________________

(1)

Securities held-to-maturity are stated at cost.

(2)

Securities available-for-sale are stated at fair value.

(3)

Loans are stated at gross amounts before allowance for loan losses and include loans held for sale.

(4)

Net income (loss) before preferred stock dividends divided by average assets.

(5)

Net income (loss) before preferred stock dividends divided by average equity.

(6)

Net interest income divided by average earning assets.

(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-

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Basis of Presentation

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.

General

First Reliance Bank (the “Bank”) is a state-chartered bank headquartered in Florence, South Carolina. The Bank opened for business on August 16, 1999. The principal business activity of the Bank is to provide banking services to domestic markets, principally in Florence County, Lexington County, and Charleston County, South Carolina. The deposits of the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”).

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.

On June 30, 2005, First Reliance Capital Trust I (a non-consolidated affiliate) 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, 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 of Operations

For the years ended December 31, 2013 and 2012, 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 following for a detailed discussion of each of these items.

Net Interest Income

The largest component of our net income is net 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-earning 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 2013 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 2013, average-earning assets totaled $327,654,497 with an annualized average yield of 4.49% compared to $404,631,999 and 4.65%, respectively, for 2012. Average interest-bearing liabilities totaled $278,878,944 with an annualized average cost of 0.88% for 2013 compared to $358,990,977 and 1.25% respectively, for 2012.

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Our net interest margin and net interest spread were 3.74% and 3.61%, respectively, for 2013 compared to 3.54% and 3.40%, respectively, for 2012.

Because 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.

Available-for-sale and held-to-maturity-investment securities averaged $53,407,855, or 16.30% of average earning assets, for 2013, compared to $78,572,434, or 19.41% of average earning assets, for 2012. Comparing 2013 to 2012, the average balances were lower by $25,164,579. During the third quarter of 2012, we significantly reduced our portfolio of municipal securities because of our concerns about the deterioration in their market bond ratings and to lower the credit risk associated with our securities portfolio. For 2013 and 2012, municipal securities averaged $1,260,818 and $12,995,104, respectively. It is our intention to invest primarily in U. S. Government-sponsored agency securities and mortgage-backed securities in the near future in order to avoid additional credit risk on relatively low yielding assets. Interest earned on available-for-sale and held-to-maturity investment securities was $1,286,317 for 2013, compared to $2,280,148 for 2012. The annualized average yield on these securities was 2.41% and 2.90% for 2013 and 2012, respectively. The decrease 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.

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.

The average balance of other interest-bearing liabilities was $26,504,070 and $26,379,179 for 2013 and 2012, respectively. This represented a slight increase of $124,941, or 0.47%. With the diminished loan demand we experienced during the past year, we utilized fewer borrowings from the Federal Home Loan Bank and replaced them with securities sold under agreements to repurchase, which have a lower cost, to meet our funding needs. For 2013, the annualized average cost of borrowings from the Federal Home Loan Bank was 1.80% , whereas the annualized average cost of securities sold under agreements to repurchase was 0.10%.

Average Balances, Income and Expenses, and Rates - The following table sets forth, for the years indicated, certain information related to our average balance sheet and its average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. Average balances have been derived from the daily balances throughout the periods indicated.

	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

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	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	%

(1) Includes mortgage loans held for sale and nonaccruing loans

Rate/Volume Analysis of Interest Income

Analysis of Changes in Net Interest Income - Net interest income can be analyzed in terms of the impact of changing interest rates and 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 the periods presented.

	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)

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.

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The following table sets forth our interest rate sensitivity at December 31, 2013.

							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	%

(1) Including mortgage loans held for sale.

The above table reflects the balances of earning assets and interest-bearing liabilities at the earlier of their repricing or maturity dates. Interest-bearing deposits in other banks are reflected at the earliest pricing interval due to the immediate availability of the deposits. Securities are reflected at each instrument’s ultimate maturity date. Scheduled payment amounts of fixed rate amortizing loans are reflected at each scheduled payment date. Scheduled payment amounts of variable rate amortizing loans are reflected at each scheduled payment date until the loan may be repriced contractually; the unamortized balance is reflected at that point. Interest-bearing liabilities with no contractual maturity, such as demand deposits and savings deposits, are reflected in the earliest repricing period due to contractual arrangements, which give us the opportunity to vary the rates paid on those deposits within one month or shorter period. However, we are not obligated to vary the rates paid on these deposits within any given period. Fixed rate time deposits, primarily certificates of deposit, are reflected at their contractual maturity dates. Securities sold under agreements to repurchase agreements mature on a daily basis and are reflected in the earliest pricing period. Advances from the Federal Home Loan Bank and junior subordinated debentures are reflected at their contractual maturity date.

We are in a liability sensitive position (or a negative gap) of $137.6 million over the 12-month time frame. The gap is negative when interest-bearing liabilities exceed interest sensitive earning assets, as was the case at the end of 2013, with respect to the one-year time horizon. When interest-sensitive earning assets exceed interest-bearing liabilities for a specific repricing “horizon,” a positive interest sensitivity gap is the result.

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.

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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.

Asset/liability management is the process 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 the level of interest rate sensitivity of our interest 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-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.

Provision and Allowance for Loan Losses

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.

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.

The allowance represents an amount which management believes will be adequate to absorb inherent losses on existing loans that may become uncollectible. Our judgment as to the adequacy of 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 allowance for loan losses is based on regular evaluations of the collectability of loans, 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.

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. During 2012, we 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 years, making the provision estimate more responsive to current economic conditions. 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.

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After risk grading each loan, we then segment the portfolio by FFIEC call code groupings, separating out substandard and impaired loans. The remaining loans are grouped into “performing loan pools.” The loss history for each performing loan pool is measured over a specific period of time to create a loss factor. The relevant look back period is determined by management, regulatory guidance, and current market events. The loss factor is then applied to the pool balance and the reserve per pool calculated. Loans deemed to be substandard but not impaired are segregated and a loss factor is applied to this pool as well. Loans are segmented based upon sizes as smaller impaired loans are pooled and a loss factor applied, while larger impaired loans are assessed individually using the appropriate impairment measuring methodology. Finally, five qualitative factors are utilized to assess economic and other trends not currently reflected in the loss history. These factors include concentration of credit across the portfolio, the experience level of management and staff, effects of changes in risk selection and underwriting practice, industry conditions and the current economic and business environment. A quantitative value is assigned to each of the five factors, which is then applied to the performing loan pools. Negative trends in the loan portfolio increase the quantitative values assigned to each of the qualitative factors and, therefore, increase the reserve. For example, as general economic and business conditions decline, this qualitative factor’s quantitative value will increase, which will increase the reserve requirement for this factor. Similarly, positive trends in the loan portfolio, such as improvement in general economic and business conditions, will decrease the quantitative value assigned to this qualitative factor, thereby decreasing the reserve requirement for this factor. These factors are reviewed and updated by our management committee on a regular basis to arrive at a consensus for our qualitative adjustments.

Periodically, we adjust the amount of the allowance based on changing circumstances. We recognize loan losses to the allowance and add subsequent recoveries back to the allowance for loan losses. In addition, on a quarterly basis, we informally compare our allowance for loan losses to various peer institutions; however, we recognize that allowances will vary, as financial institutions are unique in the make-up of their loan portfolios and customers, which necessarily creates different risk profiles and risk weighting of qualitative factors for the institutions. We 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. To date, we have not made any such adjustment. There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period, especially considering the overall economic weakness in many of our market areas due to a slow recovery from the recent downturn.

Various regulatory agencies review our allowance for loan losses through their periodic examinations, and they may require additions to the allowance for loan losses based on their judgment and assumptions about the economic condition of our market and the loan portfolio at the time of their examinations. Our losses will undoubtedly vary from our estimates, and it is possible that charge-offs in future periods will exceed the allowance for loan losses as estimated at any point in time.

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.

The provision for loan losses was $609,808 and $1,945,861 for 2013 and 2012, respectively. This represents a decrease of $1,336,053, or 68.66%. Our analysis of the allowance for loan losses as of December 31, 2013 showed that our overall loss rates have been stabilizing over the past several allowance calculations and that our credit exposure in the Myrtle Beach market and the Charleston market, which were particularly hard-hit by the downturn in the real estate markets, is phasing out. The decline in our provision expense for 2013 is reflective of our efforts to aggressively reduce our exposure to these markets, and a reduction in our amount of construction loans on our books.

We believe the allowance for loan losses at December 31, 2013, is adequate to meet loan losses inherent in the loan portfolio and, as described earlier, we maintain the flexibility to adjust the allowance to respond to short-term and long-term trends in our local economy that are reflected in our loan portfolio.

	-43-

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

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	%

Risk Elements in the Loan Portfolio and Nonperforming Assets

Nonperforming Assets - The following table shows the nonperforming assets for the five years ended December 31, 2013.

(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	%

	-44-

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.

Nonaccruing loans - At December 31, 2013 and 2012, loans totaling $8,626,439 and $20,973,813, respectively, were in nonaccrual status. Generally, loans are placed on nonaccrual status if principal or interest payments become 90 days past due and/or we deem the collectability of the principal and/or interest to be doubtful. Generally, once a loan is placed in nonaccrual status, all previously accrued and uncollected interest is reversed against interest income, unless collection of interest accrued to date is expected. Interest income on nonaccrual loans is recognized on a cash basis when the ultimate collectability is no longer considered doubtful. Loans are returned to accrual status when the principal and interest amounts contractually due are brought current and future payments are reasonably assured. During 2013 and 2012 interest income recognized on nonaccrual loans was $600,924 and $677,458, respectively. If the nonaccrual loans had been accruing interest at their original contracted rates, interest income related to these nonaccrual loans would have been $796,304 and $1,234,852 for 2013 and 2012, respectively. All nonaccruing loans at December 31, 2013 and 2012 were included in our classification of impaired loans at those dates.

Restructured 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 of a loan may include the transfer of real estate collateral, either through the pledge of additional properties by the borrower or through a transfer to the Bank in lieu of foreclosures. Restructured loans may also include the borrower transferring to the Bank receivables from third parties, other assets, 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.

At 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. As of December 31, 2012, there were 52 loans classified as TDRs totaling $15,155,121. Of the 52 loans, seven loans totaling $3,128,542 were performing while 45 loans totaling $12,026,579 were not performing. All restructured loans resulted in either extended maturity or lowered rates and were included in the 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 extended maturity or lowered rates and were included in the impaired loan balance. All TDR loans at December 31, 2013 and 2012 were included in our classification of impaired loans at those dates.

Impaired loans - At December 31, 2013, we had impaired loans totaling $18,160,915 as compared to $28,030,927 at December 31, 2012. Included in the impaired loans at December 31, 2013 were nine borrowers that accounted for 76.59% of the total amount of the impaired loans at that date. These loans were primarily commercial real estate loans located in coastal South Carolina. Impaired loans, as a percentage of total loans, were 7.61% at December 31, 2013 as compared to 10.77% at December 31, 2012.

During 2013, the average investment in impaired loans was approximately $20,523,000 as compared to approximately $27,532,000 for 2012. Impaired loans with a specific allocation of the allowance for loan losses totaled $9,212,269 and $8,704,008 at December 31, 2013 and 2012, respectively. The amount of the specific allocation at December 31, 2013 and 2012 was $405,091 and $524,109, respectively.

The downturn in the real estate market that began in 2008 and continued into 2013 has resulted in an increase in loan delinquencies, defaults and foreclosures; however, we believe these trends are stabilizing as the liquidation prices for our OREO has stabilized for vertical construction, indicating some stabilization of demand for that product. In some cases, the current economic downturn has resulted in a significant impairment to the value of our collateral and limits our ability to sell the collateral upon foreclosure at its appraised value. There is also risk that downward trends could continue at a higher pace. If real estate values further decline, it is also more likely that we would be required to increase our allowance for loan losses.

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.

Other nonperforming assets – Other nonperforming assets consist 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 allowance for loan losses as of the date of foreclosure. On a regular basis, we reevaluate our OREO properties for impairment. Along with gains and losses on disposal, expenses to maintain such assets and subsequent changes in the valuation allowance are included in other noninterest expense.

	-45-

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.

From December 31, 2012 to December 31, 2013, OREO decreased $6,357,357, or 43.56%. During this period, sales and write downs were $6,279,377 and $4,905,476, respectively, while properties acquired through foreclosures totaled $4,827,496.

During the fourth quarter of 2013, we did an extensive marketing analysis of our OREO properties, taking into consideration our experience as to the time required 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 of OREO 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.

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.

Noninterest Income and Expense

Noninterest Income - The following table sets forth the primary components of noninterest income for the years ended December 31, 2013 and 2012.

	2013		2012
Service charges on deposit accounts	$	1,665,059	$	1,841,685
Gain on sale of mortgage loans		1,029,641		1,197,853
Income from bank owned life insurance		345,906		370,957
Other service charges, commissions and fees		1,000,118		975,143
Gain on sale of securities available-for-sale		33,917		1,806,414
Other income		331,109		344,137
Total noninterest income	$	4,405,750	$	6,536,189

For 2013 compared to 2012, noninterest income decreased $2,130,439, or 32.59%. The decrease in our noninterest income is due primarily to the following:

	1.	During 2013 we sold significantly fewer available-for-sale securities than we did during 2012. The realized gain on the sale of available-for-sale securities for 2013 was $1,772,497 lower than it was for 2012.

	2.	In 2012 the U.S. economy experienced historically low mortgage rates, which resulted in a high volume of homeowners choosing to refinance their existing mortgages. However, during 2013 mortgage interest rates began to rise, resulting in a decrease in the number of refinanced mortgages. This led to the $168,212 decline in the gain on the sale of mortgage loans for 2013.

	3.	Service charges on deposit accounts decreased $176,626, primarily due to the 19.41% decline in our average deposits for 2013.

Noninterest Expense - The following table sets forth the primary components of noninterest expense for the years ended December 31, 2013 and 2012.

	-46-

		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	%

For the years ended December 31, 2013 and 2012, total noninterest expense totaled $22,393,260 and $18,638,956, respectively, equating to an increase of $3,754,304, or 20.14%.

The expense for salaries and benefits was $7,731,822 and $7,804,091 for 2013 and 2012, respectively, a decrease of $72,269, or 1.92%. During the first quarter of 2012, we recognized a $337,153 reduction in this expense category as the result of canceling all stock appreciation rights outstanding at December 31, 2011. This reduction was offset by customary salaries and benefits increases.

Occupancy, furniture and equipment expense for 2013 and 2012 was $2,867,539 and $2,959,359, respectively, a decrease of $91,820. This decrease is due to mainly to the outsourcing of our data processing and servers to a vendor during the latter part of 2012.

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.

	1.	OREO expenses for 2013 were $4,763,788 higher than they were for 2012. Expenses related to OREO include maintenance costs, marketing costs, property taxes, and other professional services. Additionally, OREO expenses include gains and losses on the sale of OREO properties. During the fourth quarter of 2013, we did an extensive marketing analysis of our OREO properties, taking into consideration our experience as to the time required 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 of OREO properties. As a result of this analysis, we increased reserves on various properties $3,500,000 for estimated future losses on the sale on our OREO properties held at December 31, 2013. The increase in our 2013 OREO expenses is mainly attributable to the increase of $3,714,389 in write downs, including the $3,500,000 reserves.

	2.	The cost of our FDIC insurance assessments for 2013 declined $188,777, largely because of the 19.41% reduction in our average 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 loans.

	4.	Mortgage loan expenses for 2013 were $765,638 lower than for 2012. The decrease is primarily attributable to the significant reduction in our expenses relating to the repurchasing of previously sold mortgage loans.

Income Tax Provision – For the years ended December 31, 2013 and 2012, our income tax expense was $1,397,000 and $6,751, respectively. The 2013 income tax expense consists solely of the increase in our valuation allowance for deferred taxes. For 2012, our income tax expense related to our pre-tax income was offset by a reversal of an equal amount of our valuation allowance for deferred tax assets, except for $6,751 in state income taxes.

	-47-

Deferred tax assets 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.

Earning Assets

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.

The following table sets forth the composition of the loan portfolio, excluding loans held for sale, by category at the dates indicated and highlights the Company’s general emphasis on all types of lending.

Composition of Loan Portfolio

Expressed in dollars (in thousands)

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

Expressed in percentages

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-

In the context of this discussion, a “real estate mortgage loan” is defined as any loan, other than a loan for 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.

The largest component of our loan portfolio is real estate mortgage loans. At December 31, 2013, real estate mortgage loans totaled $194,254,829 and represented 81.45% of the total loan portfolio, compared to $221,530,369, or 85.00%, at December 31, 2012. This represents a decrease of $27,275,540, or 12.31%, from the December 31, 2012 balance.

Residential mortgage loans totaled $65,700,997 at December 31, 2013, and represented 27.55% of the total loan portfolio, compared to $67,234,920 and 25.83% respectively, at December 31, 2012. Residential real estate loans consist of first and second mortgages on single or multi-family residential dwellings.

Nonresidential mortgage loans, which include commercial loans and other loans secured by multi-family properties and farmland, totaled $104,378,485 at December 31, 2013, compared to $122,309,917 at December 31, 2012. This represents a decrease of $17,931,432, or 14.66%, from the December 31, 2012 balance. These loans represented 43.76% and 47.00% of the total loans at December 31, 2013 and 2012, respectively.

Real estate 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%.

Currently, the demand for all types of real estate loans in our market area is weak, largely because of a slow recovery from the recent recession that affected many businesses and individuals in our market area.

Commercial 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.

Our loan portfolio is also comprised of consumer and other loans that totaled $11,760,454 and $9,471,401 at December 31, 2013 and 2012, respectively, and represented 4.93% and 3.64%, respectively, of the total loan portfolio. From December 31, 2012 to December 31, 2013, our consumer and other loans have increased by $2,289,503, resulting primarily from the implementation of several marketing programs designed to increase consumer borrowings.

Our loan portfolio reflects the diversity 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 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.

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.

Loan Maturity Schedule and Sensitivity to Changes in Interest Rates

			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

	-49-

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 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.

Available-for-Sale Securities

At December 31, 2013 and 2012, our investment in available-for-sale securities was $12,144,843 and $60,071,012, respectively, a decrease of $47,926,169. On December 31, 2013, based on a comprehensive evaluation of our available-for-sale securities portfolio and future liquidity needs, we reclassified available-for-sale securities totaling $36,951,934, including net unrealized gains of $237,797, as securities held-to-maturity.

This portfolio is primarily utilized to provide liquidity sources, flexibility, and balanced yielding assets to our balance sheet.

The amortized costs and the fair value of our securities available-for-sale at December 31, 2013 and 2012 are shown in the following table.

	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

At December 31, 2013, there were no available-for-sale securities that had been in a loss position for twelve months or more. However, during 2013, we determined that our equity investment of $100,000 in a local community bank was other-than-temporarily impaired. Based on industry analyst reports and market trading prices, it was determined that the estimated fair market value of this investment was $30,000. Consequently, an impairment loss of $70,000 was recognized. While we do not intend to sell this security in the near future, and it is more likely than not that we will not be required to sell it, there is no assurance that the carrying value of this security will be realized in the future.

Available-for-Sale Securities Maturity Distribution and Yields (1)

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

(1)

Excludes mortgage-backed securities totaling $9,318,633 with a yield of 2.34% and an equity security in the amount $30,000.

Held-to-Maturity Securities

At December 31, 2013, held-to-maturity securities consisted of $36,951,934, including net unrealized gains of $237,797 in available-for-sale-securities that were reclassified as held-to-maturity on December 31, 2013. The net unrealized gains will be amortized to other comprehensive income over the life of the underlying securities. We intend to hold these securities to maturity and have the ability to do so.

	-50-

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

	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

Held-to-Maturity Securities Maturity Distribution and Yields (1)-

	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	%

(1)

Excludes mortgage-backed securities totaling $26,731,341with a yield of 3.19%.

Other attributes of the securities portfolio, including yields and maturities, are discussed above in “Net Interest Income-Interest Sensitivity Analysis.”

Nonmarketable Equity Securities –

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 pre-requisite for accessing liquidity sources provided by the issuers of these securities.

Interest-Bearing Deposits with Other Banks – At December 31, 2013 and 2012, interest-bearing deposits with other banks totaled $14,698,851 and $35,169,883, respectively. For the years 2013 and 2012, the average balance of these deposits was $26,998,725 and $35,566,257, respectively.

Deposits and Other Interest-Bearing Liabilities

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

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%.

Average interest-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.

	-51-

The following table sets forth the average balance amounts and the average rates paid by us for the years ended December 31, 2013 and 2012.

	2013					2012
	Average		Average			Average		Average
	Amount		Rate			Amount		Rate
Noninterest bearing demand deposits	$	62,174,127		0.00	%	$	57,675,307		0.00	%
Interest bearing demand deposits		44,726,845		0.11			42,147,971		0.19
Savings accounts		95,043,244		0.17			113,567,690		0.31
Time deposits		112,604,785		1.61			176,896,187		2.00
Total	$	314,549,001		0.64	%	$	390,287,155		1.02	%

Core deposits, which exclude time deposits of $100,000 or more, provide a relatively stable funding source for our loan portfolio and other earning assets. Our core deposits were $242,480,277 and $265,610,288 at December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, our core deposits were 85.86% and 76.04% of total deposits, respectively. Overall, we have placed a high priority on securing low-cost local deposits over other, more costly, funding sources in the current low-rate environment.

Included in time deposits $100,000 and over, at December 31, 2013 and 2012 are brokered time deposits of $23,005,000 and $57,885,000, respectively, equating to a decrease of $34,880,000. In accordance with our asset/liability management strategy, we do not intend to renew or replace the brokered deposits outstanding at December 31, 2013, when they mature.

Deposits, and particularly core deposits, have been our primary source of funding and have enabled us to meet successfully both our short-term and long-term liquidity needs. We anticipate that such deposits will continue to be our primary source of funding in the future. Our loan-to-deposit ratio was 83.39% and 74.51% on December 31, 2013 and 2012, respectively.

The maturity distribution of our time deposits of $100,000 or more at December 31, 2013, is set forth in the following table:

	December 31,
	2013
Three months or less	$	12,418,457
Over three through twelve months		14,319,542
Over one year through three years		12,655,459
Over three years		541,287
Total	$	39,934,745

Approximately 66.95% of our time deposits of $100,000 or more had scheduled maturities within one year. Large certificate of deposit customers tend to be extremely sensitive to interest rate levels, making these deposits less reliable sources of funding for liquidity planning purposes than core deposits. We expect most certificates of deposits with maturities less than one year to be renewed upon maturity. However, there is the possibility that some certificates may not be renewed. We believe that, should these certificates of deposit not be renewed, the impact would be minimal on our operations and liquidity due to the availability of other funding sources.

Other Borrowings - Other borrowings at December 31, 2013 and 2012, consist of the following:

	December 31,
	2013		2012
Securities sold under agreements to repurchase	$	4,876,118	$	4,377,978
Advances from Federal Home Loan Bank		23,000,000		11,000,000
Junior subordinated debentures		10,310,000		10,310,000

Securities sold under agreements to repurchase mature on a one to seven day basis. These agreements are secured by U.S. government agency securities. Advances from the Federal Home Loan Bank mature at different periods, as discussed in the footnotes to the financial statements, and are secured by our one to four family residential mortgage loans and our investment in the Federal Home Loan Bank stock. The junior subordinated debentures mature on November 23, 2035 and have an interest rate of LIBOR plus 1.83%.

	-52-

Capital

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Currently, the Bank MOU requires that the Bank maintain a Tier 1 leverage ratio of 8%, and our other regulatory capital ratios at such levels so as to be considered well capitalized for regulatory purposes. We continue to be in full compliance with this requirement of the Bank MOU. See “Supervision and Regulation—Memoranda of Understanding” for additional information relating to the Company MOU.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum ratios of Tier 1 and total capital as a percentage of assets and off-balance-sheet exposures, adjusted for risk weights ranging from 0% to 100%. Tier 1 capital of the Company consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available-for-sale, minus certain intangible assets. The Company’s Tier 2 capital consists of the allowance for loan losses subject to certain limitations. Total capital for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 capital and 8% for total risk-based capital; under the provisions of the Bank MOU the Bank will be required to maintain a Tier 1 leverage ratio of 8% and a total risk-based capital ratio of 10%. However, as the Company has less than $500 million in assets, its activities and regulatory capital structure are de-emphasized pursuant to the Federal Reserve’s Small Bank Holding Company Policy Statement, with all significant business activities attributed to the Bank by the Company’s regulators.

The Company and the Bank are also required to maintain capital at a minimum level based on quarterly average assets, which is known as the leverage ratio. Only the strongest banks are allowed to maintain capital at the minimum requirement of 3%. All others are subject to maintaining ratios 1% to 2% above the minimum.

The Company and the Bank were each considered to be “well capitalized” for regulatory purposes at December 31, 2013. The following table shows the regulatory capital ratios for the Company and the Bank at December 31, 2013.

Analysis of Capital and Capital Ratios

	Holding
(Dollars in thousands)	Company			Bank
Tier 1 capital	$	42,190		$	38,079
Tier 2 capital		2,903			2,714
Total qualifying capital	$	45,093		$	40,793
Risk-adjusted total assets (including off-balance sheet exposures)	$	286,395		$	285,490
Risk-based capital ratios:
Total risk-based capital ratio		15.75	%		14.35	%
Tier 1 risk-based capital ratio		14.73			13.34
Tier 1 leverage ratio		11.78			10.67

Impact of Off-Balance Sheet Instruments

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments consist of commitments to extend credit and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to a customer at predetermined interest rates as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. A commitment involves, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The exposure to credit loss in the event of nonperformance by the other party to the instrument is represented by the contractual notional amount of the instrument. Since certain commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as other lending facilities. Standby letters of credit often expire without being used.

	-53-

We use the same credit underwriting procedures for commitments to extend credit and standby letters of credit as we do for on-balance sheet instruments. The creditworthiness of each borrower is evaluated and the amount of collateral, if deemed necessary, is based on the credit evaluation. Collateral held for commitments to extend credit and standby letters of credit varies but may include accounts receivable, inventory, property, plant, equipment, and income-producing commercial properties.

We have not entered into off-balance sheet contractual relationships, other than those disclosed in this report, that could result in liquidity needs or other commitments or that could significantly impact earnings.

At December 31, 2013 we had issued commitments to extend credit of $34,397,688 and standby letters of credit of $8,000 through various types of commercial lending arrangements. These commitments included $31,231,365 of credits with variable interest rates.

The following table sets forth the length of time until maturity for unused commitments to extend credit and standby letters of credit at December 31, 2013.

					After
			After One		Three
	Within		Through		Through		Within		Greater
	One		Three		Twelve		One		Than
(Dollars in Thousands)	Month		Months		Months		Year		One Year		Total
Unused commitments to extend credit	$	1,466	$	889	$	8,347	$	10,702	$	23,695	$	34,397
Standby letters of credit		8		-		-		8		-		8
Totals	$	1,474	$	889	$	8,347	$	10,710	$	23,695	$	34,405

We evaluate each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon the extension of credit, is based on its credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, premises, furniture and equipment, and commercial and residential real estate.

Liquidity Management and Capital Resources

Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring our sources and use of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of securities in our investment portfolio is fairly predictable and is subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control.

At December 31, 2013, our liquid assets, consisting of cash and cash equivalents amounted to $18.2 million, or 5.13% of total assets. Our investment securities, excluding nonmarketable securities, at December 31, 2013, amounted to $49.1 million, or 13.81% of total assets. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner. However, $17.2 million of these securities were pledged as collateral to secure public deposits and borrowings as of December 31, 2013. At December 31, 2012, our liquid assets, consisting of cash and cash equivalents, amounted to $38.1 million, or 9.10% of total assets. Our investment securities, excluding nonmarketable securities, at December 31, 2012 amounted to $60.1 million, or 14.36% of total assets. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner. However, $14.9 million of these securities were pledged as collateral to secure public deposits and borrowings as of December 31, 2012.

Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity. For the near future, it is our intention to reduce the use of wholesale funding to fund loan demand, instead relying on lower-cost funding sources, particularly core deposits. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. At December 31, 2013, we had a $5.6 million unused line of credit with the Federal Reserve Bank and had sufficient unpledged securities that would have allowed us to borrow an additional $31.8 million from the Federal Reserve Bank. Also, as member of the Federal Home Loan Bank of Atlanta, (the “FHLB”) we can make applications for borrowings that can be made for leverage purposes. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from them. We have an available line to borrow funds from the FHLB up to 30% of the Bank’s total assets, which provide additional available funds of $108.4 million at December 31, 2013. At that date the Bank had drawn $23.0 million on this line. Finally, we had available at the end of 2013 an unsecured line of credit, which was unused, to purchase up to $10.0 million of federal funds from an unrelated correspondent institution. We believe that the sources described above will be sufficient to meet our future liquidity needs.

	-54-

The Company is largely dependent upon dividends from the Bank as a source of cash. The Bank MOU restricts the ability of the Bank to declare and pay dividends to the Company. The Company MOU requires the Company to obtain approval of the Federal Reserve Bank prior to declaring dividends. The Federal Reserve did not approve the Company’s request to pay dividends and interest payments relating to its outstanding classes of preferred stock and trust preferred securities due and payable in the fourth quarter of 2011, and such consent has not been granted thereafter, largely out of deference to the Federal Reserve’s policy statement on dividends. See “Supervision and Regulation—Memoranda of Understanding” for additional information relating to the Company MOU.

Asset/liability management is the process 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 both 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 the level of interest rate sensitivity of our interest-sensitive assets and liabilities within board-approved limits.

Contractual Obligations

The following table provides payments due by period for various contractual obligations as of December 31, 2013:

							After
			After One		After Two		Three
	Within		Within		Within		Within		After
	One		Two		Three		Five		Five
(Dollars in Thousands)	Year		Years		Years		Years		Years		Total
Certificate accounts ⁽¹⁾	$	62,754	$	18,911	$	1,162	$	1,718	$	-	$	84,545
Securities sold under agreements to repurchase ⁽²⁾		4,876		-		-		-		-		4,876
Long-term debt ⁽³⁾		23,000		-		-		-		10,310		33,310
Purchases		-		-		-		-		-		-
Operating lease obligations ⁽⁴⁾		435		320		345		706		4,312		6,118
Totals	$	91,065	$	19,231	$	1,507	$	2,424	$	14,622	$	128,849

____________________

⁽¹⁾

Certificates of deposit give customers rights to early withdrawal. Early withdrawals may be subject to penalties. The penalty amount depends on the remaining time to maturity at the time of early withdrawal.

⁽²⁾

We expect securities repurchase agreements to be re-issued and, as such, do not necessarily represent an immediate need for cash.

⁽³⁾

Long term debt consists of Federal Home Loan Bank borrowings and junior subordinated debentures.

⁽⁴⁾

Operating lease obligations include lease obligations for existing and future property and non-cancelable lease commitments for equipment.

During 2013, our primary sources of cash generated were $15.0 million from the net decrease in loans, $15.0 million from the maturity of available-for-sale securities, $6.1 million from the sale of other real estate owned, and $12.0 million in advances from the Home Land Bank. Additionally, we generated $5.7 million from our operating activities. The primary uses of our cash resources were to reduce time deposits and transactional deposits by $60.1 million and $12.3 million, respectively, and to purchase $7.0 million of available-for-sale securities. We believe that our overall liquidity sources are adequate to meet our operating needs in the ordinary course of our business.

Impact of Inflation

Unlike most industrial companies, the assets and liabilities of financial institutions such as our bank subsidiary are primarily monetary in nature. Therefore, interest rates have a more significant effect on our performance than do the general rate of inflation and of goods and services. In addition, interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. As discussed previously in “Management Discussion and Analysis - Rate/Volume Analysis,” we seek to manage the relationships between interest sensitive-assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from inflation.

Accounting and Financial Reporting Issues

We have adopted various accounting policies, which govern the application of accounting principles generally accepted in the United States in the preparation of its consolidated financial statements. The significant accounting policies are described in the footnotes to the financial statements at December 31, 2013 as filed in the Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which management believes to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made, actual results could differ from these judgments and estimates which could have a material impact on the carrying values of assets and liabilities and the results of operations.

	-55-

Of these significant accounting policies, the Company considers its policies regarding the allowance for loan losses to be its most critical accounting policy due to the significant degree of management judgment involved in determining the amount of allowance. The Company has developed policies and procedures for assessing the adequacy of the allowance, recognizing that this process requires a number of assumptions and estimates with respect to its loan portfolio. The Company’s assessments may be impacted in future periods by changes in economic conditions, the impact of regulatory examinations, and the discovery of information with respect to borrowers that is not known to management at the time of the issuance of the consolidated financial statements. Refer to the discussion under “Management’s Discussion and Analysis - Provision and Allowance for Loan Losses” for a detailed description of the Company’s estimation process and methodology related to the allowance for loan losses.

Effect of Governmental Policies

We are affected by the policies of regulatory authorities, including Federal Reserve Board and the FDIC. An important function of the Federal Reserve Board is to regulate the national money supply. Among the instruments of monetary policy used by the Federal Reserve Board are: purchase and sale of U.S. Government securities in the market place; changes in the discount rate, which is the rate any depository institution must pay to from the Federal Reserve; and changes in the reserve requirements of depository institutions. These instruments are effective in influencing the economic and monetary growth, interest rate levels and inflation.

The monetary policies of the Federal Reserve Board and other governmental policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. Because of changing conditions in the national and international economy and in the money markets, as well as the result of actions by monetary and fiscal authorities, it is not possible to predict with certainty future changes in interest rates, deposit levels or loan demand or whether the changing economic conditions will have a positive or negative effect on operations and earnings.

Legislation from time to time is introduced into the United States Congress and the South Carolina Legislature and other state legislatures, and regulations are proposed by the regulatory agencies that could affect our business. It cannot be predicted whether or in what form any of these proposals will be adopted or the extent to which our business may be affected thereby.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

	-56-

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control - Integrated Framework 1992 issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of the Board of Directors. Based on this assessment, management believes that First Reliance Bancshares, Inc. maintained effective internal control over financial reporting as of December 31, 2013.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

/s/ F. R. Saunders, Jr.		/s/ Jeffrey A. Paolucci
F.R. Saunders, Jr. President and Chief Executive Officer March 17, 2014		Jeffrey A. Paolucci Executive Vice President, Chief Financial Officer and Secretary March 17, 2014

	-57-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

First Reliance Bancshares, Inc. and Subsidiary

Florence, South Carolina

We have audited the accompanying consolidated balance sheets of First Reliance Bancshares, Inc. and subsidiary (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Reliance Bancshares, Inc. and subsidiary as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/ Elliott Davis, LLC
Columbia, South Carolina
March 17, 2014

	-58-

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Consolidated Balance Sheets

	December 31,
	2013		2012
Assets
Cash and cash equivalents:
Cash and due from banks	$	3,548,974	$	2,893,020
Interest-bearing deposits with other banks		14,698,851		35,169,883
Total cash and cash equivalents		18,247,825		38,062,903

Time deposits in other banks		101,207		100,953

Securities available-for-sale		12,144,843		60,071,012
Securities held-to-maturity (Estimated fair value of $36,951,934 at December 31, 2013)		36,951,934		-
Nonmarketable equity securities		1,594,900		1,297,400
Total investment securities		50,691,677		61,368,412

Mortgage loans held for sale		2,248,252		5,621,860

Loans receivable		238,502,131		260,257,334
Less allowance for loan losses		(2,894,153)		(4,167,482)
Loans, net		235,607,978		256,089,852

Premises, furniture and equipment, net		24,333,616		24,626,975
Accrued interest receivable		1,129,881		1,276,898
Other real estate owned		8,932,634		15,289,991
Cash surrender value life insurance		12,945,693		12,599,787
Other assets		1,169,368		3,239,579
Total assets	$	355,408,131	$	418,277,210

Liabilities and Shareholders’ Equity
Liabilities
Deposits
Noninterest-bearing transaction accounts	$	65,576,524	$	58,023,250
Interest-bearing transaction accounts		46,046,043		42,568,838
Savings		86,247,410		104,031,114
Time deposits $100,000 and over		39,934,745		83,703,846
Other time deposits		44,610,301		60,987,086
Total deposits		282,415,023		349,314,134
Securities sold under agreement to repurchase		4,876,118		4,377,978
Advances from Federal Home Loan Bank		23,000,000		11,000,000
Junior subordinated debentures		10,310,000		10,310,000
Accrued interest payable		587,649		465,409
Other liabilities		2,126,597		1,611,762
Total liabilities		323,315,387		377,079,283

Commitments and contingencies - Notes 4 and 15

Shareholders’ Equity
Preferred stock
Series A cumulative perpetual preferred stock - 15,349 shares issued and outstanding		15,145,597		15,120,344
Series B cumulative perpetual preferred stock - 767 shares issued and outstanding		769,894		786,399
Series C cumulative mandatory convertible preferred stock - 0 and 2,293 shares issued and outstanding at December 31, 2013 and 2012, respectively		-		2,293,000
Common stock, $0.01 par value; 20,000,000 shares authorized, 4,568,695 and 4,094,861 shares issued and outstanding at December 31, 2013 and 2012, respectively		45,687		40,949
Capital surplus		30,609,281		27,991,132
Treasury stock, at cost, 29,846 and 19,289 shares at December 31, 2013 and 2012, respectively		(201,686)		(182,234)
Nonvested restricted stock		(32,138)		(123,466)
Retained deficit		(14,447,907)		(6,207,116)
Accumulated other comprehensive income		204,016		1,478,919
Total shareholders’ equity		32,092,744		41,197,927
Total liabilities and shareholders’ equity	$	355,408,131	$	418,277,210

The accompanying notes are an integral part of the consolidated financial statements.

	-59-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Operations

	For the years ended
	December 31,
	2013		2012
Interest income:
Loans, including fees	$	13,330,556	$	16,419,908
Investment securities:
Taxable		1,240,743		1,773,843
Tax exempt		45,574		506,305
Other interest income		89,187		112,479
Total		14,706,060		18,812,535

Interest expense:
Time deposits		1,814,922		3,545,095
Other deposits		208,404		430,604
Other interest expense		424,946		505,617
Total		2,448,272		4,481,316

Net interest income		12,257,788		14,331,219

Provision for loan losses		609,808		1,945,861

Net interest income after provision for loan losses		11,647,980		12,385,358

Noninterest income:
Service charges on deposit accounts		1,665,059		1,841,685
Gain on sale of mortgage loans		1,029,641		1,197,853
Income from bank owned life insurance		345,906		370,957
Other service charges, commissions, and fees		1,000,118		975,143
Gain on sale of available-for-sale securities		33,917		1,806,414
Other		331,109		344,137
Total		4,405,750		6,536,189

Noninterest expenses:
Salaries and benefits		7,731,822		7,804,091
Occupancy		1,506,908		1,463,448
Furniture and equipment related expenses		1,360,631		1,495,911
Other		11,793,899		7,875,506
Total		22,393,260		18,638,956

Income (loss) before income taxes		(6,339,530)		282,591

Income tax expense		1,397,000		6,751

Net income (loss)		(7,736,530)		275,840

Preferred stock dividends accrued		962,064		996,990

Deemed dividends on preferred stock resulting from net accretion of discount and amortization of premium		178,039		178,527

Net loss available to common shareholders	$	(8,876,633)	$	(899,677)

Average common shares outstanding, basic		4,294,105		4,093,892
Average common shares outstanding, diluted		4,294,105		4,093,892

Loss per common share:
Basic	$	(2.07)	$	(0.22)
Diluted		(2.07)		(0.22)

The accompanying notes are an integral part of the consolidated financial statements.

	-60-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Loss)

	For the years ended
	December 31,
	2013		2012
Net income (loss) from operations	$	(7,736,530)	$	275,840

Other Comprehensive income (loss), net of tax:
Unrealized holding gains (losses) on available-for-sale securities arising during the year		(1,908,180)		1,226,412
Income tax expense (benefit)		(609,462)		416,980
Net of income taxes		(1,298,718)		809,432
Reclassification adjustment for gains (loss) realized in net income from operations		33,917		1,806,414
Income tax expense		11,532		614,181
Net of income taxes		22,385		1,192,233

Other-than-temporary impairment on available-for-sale securities		(70,000)		-
Income tax benefit		(23,800)		-
Net of income taxes		(46,200)		-

Other comprehensive loss		(1,274,903)		(382,801)

Comprehensive loss	$	(9,011,433)	$	(106,961)

The accompanying notes are an integral part of the consolidated financial statements.

	-61-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Shareholders’ Equity

For the years ended December 31, 2013 and 2012

													Accumulated
													Other
									Nonvested		Retained		Comprehensive
	Preferred		Common		Capital		Treasury		Restricted		Earnings		Income
	Stock		Stock		Surplus		Stock		Stock		(Deficit)		(Loss)		Total
Balance, December 31, 2011	$	18,021,216	$	40,844	$	27,992,485	$	(173,650)	$	(320,196)	$	(6,304,429)	$	1,861,720	$	41,117,990

Net income												275,840				275,840

Changes in unrealized gains and losses on securities														(382,801)		(382,801)

Accretion of Series A Preferred stock discount				195,078				-				(195,078)				-

Amortization of Series B Preferred stock premium				(16,551)				-				16,551				-

Issuance Common Stock				30		4,975										5,005

Net Change in Restricted Stock				75		(6,328)				196,730						190,477

Purchase of treasury stock								(8,584)								(8,584)

Balance, December 31, 2012		18,199,743		40,949		27,991,132		(182,234)		(123,466)		(6,207,116)		1,478,919		41,197,927

Net loss												(7,736,530)				(7,736,530)

Changes in unrealized gains and losses on securities														(1,274,903)		(1,274,903)

Expense of auctioning Series A and Series B Preferred stock		(169,291)														(169,291)

Accretion of Series A Preferred stock discount		194,544						-				(194,544)				-

Amortization of Series B Preferred stock premium		(16,505)						-				16,505				-

Conversion of Series C Preferred stock to Common stock		(2,293,000)		4,709		2,614,513						(326,222)				-

Issuance Common Stock				25		4,371										4,396

Net Change in Restricted Stock				4		(735)				91,328						90,597

Purchase of treasury stock								(19,452)								(19,452)

Balance, December 31, 2013	$	15,915,491	$	45,687	$	30,609,281	$	(201,686)	$	(32,138)	$	(14,447,907)	$	204,016	$	32,092,744

The accompanying notes are an integral part of the consolidated financial statements.

	-62-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

	For the years ended
	December 31,
	2013		2012
Cash flows from operating activities:
Net income (loss)	$	(7,736,530)	$	275,840
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for loan losses		609,808		1,945,861
Depreciation and amortization expense		935,393		947,484
Gain on sales of securities available-for-sale		(33,917)		(1,806,414)
Impairment loss on available-for-sale securities		70,000		-
Discount accretion and premium amortization		284,996		233,425
Loss on sale of other real estate owned		191,006		162,001
Write down of other real estate owned		4,905,476		1,191,087
Loss on sale of premises, furniture and equipment		-		4,323
Disbursements for mortgages held for sale		(30,691,361)		(44,272,023)
Proceeds from sales of mortgages held for sale		34,064,969		41,513,460
Deferred income tax expense		1,397,000		172,548
Decrease in interest receivable		147,017		661,909
Increase in interest payable		122,240		147,731
Increase for cash surrender value of life insurance		(345,906)		(370,958)
Amortization of deferred compensation on restricted stock		90,597		190,477
Decrease in other assets		1,243,280		509,956
Increase (decrease) in other liabilities		409,736		(792,495)
Net cash provided by operating activities		5,663,804		714,212

Cash flows from investing activities:
Purchases of securities available-for-sale		(6,954,183)		(13,220,603)
Maturities of securities available-for-sale		15,022,994		12,999,113
Proceeds from sale of securities available-for-sale		712,248		25,677,783
Increase (decrease) nonmarketable equity securities		(297,500)		1,134,400
Net increase in time deposits in other banks		(254)		(580)
Net decrease in loans receivable		15,044,570		31,022,460
Proceeds from sale of premises, furniture and equipment		-		64,500
Purchases of premises, furniture and equipment		(509,810)		(310,850)
Proceeds from sale of other real estate owned		6,088,371		12,089,602
Net cash provided by investing activities		29,106,436		69,455,825

Cash flows from financing activities:
Net decrease in demand deposits, interest-bearing transaction accounts and savings accounts		(6,753,225)		(12,296,578)
Net decrease in certificates of deposit and other time deposits		(60,145,886)		(66,205,785)
Net increase (decrease) in advances from Federal Home Loan Bank		12,000,000		(2,000,000)
Net increase in securities sold under agreements to repurchase		498,140		4,377,978
Expense of auctioning Series A and Series B Preferred stock		(169,291)		-
Net proceeds from issuance of common stock		4,396		5,005
Purchase of treasury stock		(19,452)		(8,584)
Net cash used by financing activities		(54,585,318)		(76,127,964)

Net decrease in cash and cash equivalents		(19,815,078)		(5,957,927)

Cash and cash equivalents, beginning of year		38,062,903		44,020,830

Cash and cash equivalents, end of year	$	18,247,825	$	38,062,903

Cash paid during the year for:
Income taxes	$	-	$	-
Interest	$	2,326,032	$	4,333,585

Supplemental noncash investing and financing activities:
Foreclosures on loans	$	4,827,496	$	6,596,760
Net change in unrealized gains (losses) on available-for-sale securities	$	(1,274,903)	$	(382,801)

The accompanying notes are an integral part of the consolidated financial statements.

	-63-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - First Reliance Bancshares, Inc. (the “Company”) was incorporated to serve as a bank holding company for its subsidiary, First Reliance Bank (the “Bank”). First Reliance Bank was incorporated on August 9, 1999 and commenced business on August 16, 1999. The principal business activity of the Bank is to provide banking services to domestic markets, principally in Florence, Lexington, and Charleston Counties in South Carolina. The Bank is a state-chartered commercial bank, and its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). The consolidated financial statements include the accounts of the parent company and its wholly-owned subsidiary after elimination of all significant intercompany balances and transactions. In 2005, the Company formed First Reliance Capital Trust I (the "Trust") for the purpose of issuing trust preferred securities. In accordance with current accounting guidance, the Trust is not consolidated in these financial statements.

Management’s Estimates - The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans, including valuation allowances for impaired loans, and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowances for losses on loans and valuation of foreclosed real estate, management obtains independent appraisals in accordance with regulatory policy. Management must also make estimates in determining the estimated useful lives and methods for depreciating premises and equipment.

While management uses available information to recognize losses on loans and foreclosed real estate, future additions to the allowances may be necessary, based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowances for losses on loans and foreclosed real estate. Such agencies may require the Company to recognize additions to the allowances based on their judgments about information available to them at the time of their examinations. Because of these factors, it is reasonably possible that the allowances for losses on loans and foreclosed real estate may change materially in the near term.

Concentrations of Credit Risk - Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of loans receivable, investment securities, federal funds sold and amounts due from banks.

The Company makes loans to individuals and small businesses for various personal and commercial purposes primarily in Florence, Lexington, Charleston and Mount Pleasant, South Carolina. At December 31, 2013, the majority of the total loan portfolio was to borrowers from within these areas.

The Company’s loan portfolio is not concentrated in loans to any single borrower or a relatively small number of borrowers. Additionally, management is not aware of any concentrations of loans to groups of borrowers or industries that would also be affected by sector-specific economic conditions.

In addition to monitoring potential concentrations of loans to particular borrowers or groups of borrowers, industries and geographic regions, management monitors exposure to credit risk from concentrations of lending products and practices such as loans that subject borrowers to substantial payment increases (e.g., principal deferral periods, loans with initial interest-only periods, etc.), and loans with high loan-to-value ratios. Management has determined that there is minimal concentration of credit risk associated with its lending policies or practices.

There are industry practices that could subject the Company to increased credit risk should economic conditions change over the course of a loan’s life. For example, the Company makes variable rate loans and fixed rate principal-amortizing loans with maturities prior to the loan being fully paid (i.e., balloon payment loans). These loans are underwritten and monitored to manage the associated risks and management believes that these particular practices do not subject the Company to unusual credit risk. The Company’s investment portfolio consists principally of obligations of the United States and its agencies or its corporations and obligations of state and local governments. In the opinion of management, there is no concentration of credit risk in its investment portfolio. The Company places its deposits and correspondent accounts with and sells its federal funds to high quality institutions. Management believes credit risk associated with correspondent accounts is not significant.

	-64-

Securities Available-for-Sale - Investment securities available-for-sale are carried at amortized cost and adjusted to estimated market value by recognizing the aggregate unrealized gains or losses in a valuation account. Aggregate market valuation adjustments are recorded as part of accumulated other comprehensive income in shareholders’ equity net of deferred income taxes. Reductions in market value considered by management to be other than temporary are reported as a realized loss and a reduction in the cost basis of the security. The adjusted cost basis of investments available-for-sale is determined by specific identification and is used in computing the gain or loss upon sale.

Securities Held-to-Maturity - Investment securities held-to-maturity are stated at cost, adjusted for amortization of premium and accretion of discount computed by the straight-line method. The Company has the ability and management has the intent to hold designated investment securities to maturity. Reductions in market value considered by management to be other than temporary are reported as a realized loss and a reduction in the cost basis of the security.

Nonmarketable Equity Securities - At December 31, 2013 and 2012, non-marketable equity securities consist of the following:

	December 31,
	2013		2012
Federal Home Loan Bank stock	$	1,536,800	$	1,239,300
Community Bankers Bank stock		58,100		58,100
Total	$	1,594,900	$	1,297,400

Nonmarketable equity securities are carried at cost since no quoted market value and no ready market exists. Investment in the Federal Home Loan Bank is a condition of borrowing from the Federal Home Loan Bank, and the stock is pledged to collateralize such borrowings. Dividends received on nonmarketable equity securities are included as a separate component of interest income.

Mortgage Loans Held For Sale - The Company’s mortgage activities are comprised of accepting residential mortgage loan applications, qualifying borrowers to standards established by investors, funding residential mortgages and selling mortgages to investors under pre-existing commitments on a best efforts basis. Funded residential mortgages held temporarily for sale to investors are recorded at the lower of cost or market value. Gains or losses are recognized when control over these assets has been surrendered and are included in gain on sale of mortgage loans in the consolidated statements of operations.

Loans Receivable - Loans receivable are stated at their unpaid principal balance. Interest income is computed using the simple interest method and is recorded in the period earned.

When serious doubt exists as to the collectibility of a loan or when a loan becomes contractually ninety days past due as to principal or interest, interest income is generally discontinued unless the estimated net realizable value of collateral exceeds the principal balance and accrued interest. When interest accruals are discontinued, income earned but not collected is reversed.

Loan origination and commitment fees and certain direct loan origination costs (principally, salaries and employee benefits) are deferred and amortized to income over the contractual life of the related loans or commitments, adjusted for prepayments, using the straight-line method.

Allowance for Loan Losses - The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows or collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.

	-65-

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

In situations where, for economic or legal reasons related to a borrower’s financial difficulties, a concession to the borrower is granted that the Company would not otherwise consider, the related loan is classified as a troubled debt restructuring. The restructuring of a loan may include the transfer from the borrower to the Company of real estate, receivables from third parties, other assets, or an equity interest in the borrower in full or partial satisfaction of the loan, modification of the loan terms, or a combination of the above.

Premises, Furniture and Equipment - Premises, furniture and equipment are stated at cost, less accumulated depreciation. The provision for depreciation is computed by the straight-line method, based on the estimated useful lives for buildings of 40 years and for furniture and equipment of 5 to 10 years. Leasehold improvements are amortized over the term of the lease. The cost of assets sold or otherwise disposed of and the related allowance for depreciation is eliminated from the accounts and the resulting gains or losses are reflected in the income statement when incurred. Maintenance and repairs are charged to current expense. The costs of major renewals and improvements are capitalized based upon the Company's policy.

Other Real Estate Owned - Other real estate owned includes real estate acquired through foreclosure. Other real estate owned is carried at the lower of cost or the fair market value minus estimated costs to sell. Any write-downs at the date of foreclosure are charged to the allowance for loan losses. Expenses to maintain such assets and subsequent changes in the valuation allowance are included in other noninterest expense along with gains and losses on disposal.

Cash Surrender Value of Life Insurance - Cash surrender value of life insurance represents the cash value of policies on certain current and former officers of the Company.

Residential Mortgage Origination Fees - Residential mortgage origination fees include fees from residential mortgage loans originated by the Company and subsequently sold in the secondary market. These fees are recognized as income at the time of the sale to the investor.

Income Taxes - Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In addition, deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Interest and penalties related to income tax matters are recognized in income tax expense. The Company recorded a partial valuation allowance of $1,397,000 and $172,548 in 2013 and 2012, respectively.

Advertising Expense - Advertising and public relations costs are generally expensed as incurred. External costs incurred in producing media advertising are expensed the first time the advertising takes place. External costs relating to direct mailing costs are expensed in the period in which the direct mailings are sent. Advertising and public relations costs of $148,266 and $151,298 were included in the Company's results of operations for 2013 and 2012, respectively.

Retirement Benefits - A trusteed retirement savings plan is sponsored by the Company and provides retirement benefits to substantially all officers and employees who meet certain age and service requirements. The plan includes a “salary reduction” feature pursuant to Section 401(k) of the Internal Revenue Code. In 2004, the Company converted the 401(k) plan to a 404(c) plan. The 404(c) plan changes investment alternatives to include the Company's stock. Under the plan and present policies, participants are permitted to make contributions up to 15% of their annual compensation. At its discretion, the Company can make matching contributions up to 6% of the participants’ compensation. The Company charged $119,594 and $114,697 to earnings for the retirement savings plan in 2013 and 2012, respectively.

	-66-

During 2006, the Board of Directors approved a supplemental retirement plan for the directors and certain officers. These benefits are not qualified under the Internal Revenue Code and they are not funded. For 2013 and 2012 the supplemental retirement expense was $162,583 and $203,152, respectively. The current accrued but unfunded amount is $1,297,661 and $1,135,078 at December 31, 2013 and 2012, respectively. However, certain funding is provided informally and indirectly by bank owned life insurance policies. The cash surrender value of the life insurance policies is recorded as a separate line item in the accompanying consolidated balances sheets at $12,945,693 and $12,599,787 at December 31, 2013 and 2012, respectively.

The Company has split-dollar life insurance arrangements with certain of its officers. At December 31, 2013 and 2012, the split-dollar liability relating to these arrangements totaled $253,416 and $238,510, respectively. For 2013 and 2012, the Company recognized net expenses of $14,907 and net income of $6,710, respectively, related to these arrangements.

Equity Incentive Plan - On January 19, 2006, the Company approved the 2006 Equity Incentive Plan. This plan provides for the granting of dividend equivalent rights, options, performance unit awards, phantom shares, stock appreciation rights and stock awards, each of which shall be subject to such conditions based upon continued employment, passage of time or satisfaction of performance criteria or other criteria as permitted by the plan. The plan allows granting up to 950,000 shares of stock to officers, employees, and directors, consultants and service providers of the Company or its affiliates. Awards may be granted for a term of up to ten years from the effective date of grant. Under this Plan, our Board of Directors has sole discretion as to the exercise date of any awards granted. The per-share exercise price of incentive stock options may not be less than the market value of a share of common stock on the date the option is granted. The related compensation cost for all stock-based awards is recognized over the service period for awards expected to vest. Any options that expire unexercised or are canceled become available for re-issuance. The Company's equity incentive plan is further described in Note 16.

Common Stock Owned by the Employee Stock Ownership Plan (ESOP) - All shares held by the ESOP are treated as outstanding for purposes of computing earnings per share. Purchases and redemptions of the Company’s common stock by the ESOP are at estimated fair value as determined by independent valuations. Dividends on shares held by the ESOP are charged to retained earnings. At December 31, 2013, the ESOP owned 319,184 shares of the Company’s common stock with an estimated value of $489,245. At December 31, 2012, the ESOP owned 281,641 shares of the Company’s common stock with an estimated value of $468,096. All of these shares were allocated to participants.

Loss Per Common Share - Basic earnings (loss) per common share represents income (loss) available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate to outstanding stock options and similar share-based compensation instruments and are determined using the treasury stock method (see Note 17). Due to operating losses, common stock equivalents are antidilutive and therefore basic and diluted loss per share are equal.

Derivative Instruments - The Company has no material embedded derivative instruments requiring separate accounting treatment. The Company has freestanding derivative instruments consisting of fixed rate conforming loan commitments and commitments to sell fixed rate conforming loans. The Company does not currently engage in hedging activities.

Statements of Cash Flows - For purposes of reporting cash flows in the consolidated financial statements, the Company considers certain highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include amounts due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. Changes in the valuation account of securities available-for-sale, including the deferred tax effects, are considered noncash transactions for purposes of the statement of cash flows and are presented in detail in the notes to the consolidated financial statements.

Off-Balance Sheet Financial Instruments - In the ordinary course of business, the Company enters into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. These financial instruments are recorded in the consolidated financial statements when they become payable by the customer.

	-67-

Recently Issued Accounting Pronouncements - The following is a summary of recent authoritative pronouncements:

The Comprehensive Income topic of the ASC was amended in June 2011. The amendment eliminated the option to present other comprehensive income as a part of the statement of changes in stockholders’ equity and required consecutive presentation of the statement of net income and other comprehensive income. The amendments were applicable to the Company on January 1, 2012 and have been applied retrospectively. In December 2011, the topic was further amended to defer the effective date of presenting reclassification adjustments from other comprehensive income to net income on the face of the financial statements while the FASB redeliberated the presentation requirements for the reclassification adjustments. In February 2013, the FASB further amended the Comprehensive Income topic clarifying the conclusions from such redeliberations. Specifically, the amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, in certain circumstances an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amendments were effective for the Company on a prospective basis for reporting periods beginning after December 15, 2012. These amendments did not have a material effect on the Company’s financial statements.

In April 2013, the FASB issued guidance addressing application of the liquidation basis of accounting. The guidance is intended to clarify when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. The amendments will be effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein and those requirements should be applied prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The Company does not expect these amendments to have any effect on its financial statements.

In December 2013, the FASB amended the Master Glossary of the FASB Codification to define “Public Business Entity” to minimize the inconsistency and complexity of having multiple definitions of, or a diversity in practice as to what constitutes, a nonpublic entity and public entity within U.S. GAAP. The amendment does not affect existing requirements, however will be used by the FASB, the Private Company Council (“PCC”), and the Emerging Issues Task Force (“EITF”) in specifying the scope of future financial accounting and reporting guidance. The Company does not expect this amendment to have any effect on its financial statements.

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

Risks and Uncertainties - In the normal course of its business, the Company encounters two significant types of risks: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different basis, than its interest-earning assets. Credit risk is the risk of default on the Company's loan portfolio that results from borrower's inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Company.

The Company is subject to the regulations of various governmental agencies (regulatory risk). These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions from the regulators' judgments based on information available to them at the time of their examination.

Reclassifications - Certain captions and amounts in the 2012 consolidated financial statements were reclassified to conform with the 2013 presentation. The reclassifications did not have an impact on net loss or shareholders’ equity.

NOTE 2 - CASH AND DUE FROM BANKS

The Company is required to maintain balances with the Federal Reserve computed as a percentage of deposits. At December 31, 2013 and 2012, this requirement was $1,603,000 and $1,611,000, respectively, net of vault cash and balances on deposit with the Federal Reserve.

	-68-

NOTE 3 - INVESTMENT SECURITIES

The amortized cost and estimated fair values of securities available-for-sale were:

	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
December 31, 2013
Mortgage-backed securities	$	9,277,577	$	87,635	$	46,579	$	9,318,633
Corporate bonds		2,765,950		30,260		-		2,796,210
Equity security		30,000		-		-		30,000
Total	$	12,073,527	$	117,895	$	46,579	$	12,144,843

	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
December 31, 2012
U.S. Government sponsored agencies	$	7,591,892	$	517,136	$	-	$	8,109,028
Mortgage-backed securities		50,197,908		1,758,576		-		51,956,484
Equity security		100,000		-		94,500		5,500
Total	$	57,889,800	$	2,275,712	$	94,500	$	60,071,012

The amortized cost and estimated fair values of securities held to maturity were:

	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
December 31, 2013
U.S. Government sponsored agencies	$	7,146,409	$	80,707	$	156,131	$	7,070,985
Mortgage-backed securities		26,404,573		537,133		210,365		26,731,341
Municipals		3,163,155		17,569		31,116		3,149,608
		36,714,137	$	635,409	$	397,612	$	36,951,934
Capitalization of net unrealized gains on securities transferred from available-for-sale		237,797
Total	$	36,951,934

At December 31, 2013, the Company transferred certain securities to the held-to-maturity category from available-for-sale, since the Company has the ability and management intends to hold these securities to maturity. At the time of the reclassification, the securities were carried at their estimated fair value of $36,951,934, including net unrealized gains of $237,797. The net unrealized gains will be amortized to other comprehensive income over the life of the underlying securities.

The following is a summary of maturities of securities available-for-sale and held-to-maturity as of December 31, 2013. The amortized cost and estimated fair values are based on the contractual maturity dates. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty. Mortgage-backed securities are presented as a separate line, maturities of which are based on expected maturities since paydowns are expected to occur before contractual maturity dates.

	Securities				Securities
	Available-for-Sale				Held-to-Maturity
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due after one year through five years	$	-	$	-	$	508,365	$	518,210
Due after five years through ten years		-		-		9,801,199		9,702,383
Due after ten years		2,765,950		2,796,210		-		-
		2,765,950		2,796,210		10,309,564		10,220,593
Mortgage-backed securities		9,277,577		9,318,633		26,404,573		26,731,341
Equity security		30,000		30,000		-		-
Total	$	12,073,527	$	12,144,843	$	36,714,137	$	36,951,934

The following table shows gross unrealized losses and fair value of securities available-for-sale, aggregated by investment category, and length of time that individual securities have been in a continuous realized loss position at December 31, 2013 and 2012.

	-69-

	December 31, 2013				December 31, 2012
	Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses
Less Than 12 Months
Mortgage-backed securities	$	1,999,360	$	46,579	$	-	$	-

12 Months or More
Equity security		-		-		5,500		94,500
Total securities available-for-sale	$	1,999,360	$	46,579	$	5,500	$	94,500

The following table shows gross unrealized losses and fair value of securities held-to-maturity, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2013.

	December 31, 2013
	Fair		Unrealized
	Value		Losses
Less Than 12 Months
U.S. Government sponsored agencies	$	4,549,325	$	156,131
Mortgage-backed securities		5,011,313		210,365
Municipals		2,037,029		31,116
Total securities held-to-maturity	$	11,597,667	$	397,612

There were no securities classified as held-to-maturity at December 31, 2012.

At December 31, 2013, there were no investment securities that had been in a loss position for twelve months or more. However, during the first quarter of 2013 management determined that the Company’s equity investment of $100,000 in a local community bank was other-than-temporarily impaired. Based on industry analyst reports and market trading prices, it was determined that the estimated fair market value of this investment was $30,000. Consequently, an impairment loss of $70,000 was recognized. While the Company does not intend to sell this security in the near future, and it is more likely than not that the Company will not be required to sell it, there is no assurance that the carrying value of this security will be realized in the future.

During 2013 and 2012, gross proceeds from the sale of available-for-sale securities were $712,248 and $25,677,783, respectively. Gross gains on sales of available-for-sale securities totaled $33,917 and $1,806,414 for 2013 and 2012, respectively.

At December 31, 2013 and 2012, investment securities with a par value of $17,114,179 and $14,110,930 and a fair market value of $17,230,946 and $14,929,175, respectively, were pledged as collateral to secure public deposits and borrowings.

NOTE 4 – LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Major classifications of loans receivable are summarized as follows:

	December 31,
	2013		2012
Real estate loans:
Construction	$	24,175,347	$	31,985,532
Residential:
Residential 1-4 family		35,873,036		35,091,846
Multifamily		4,312,057		5,563,043
Second mortgages		4,245,778		4,077,692
Equity lines of credit		21,270,126		22,502,339
Total residential		65,700,997		67,234,920
Nonresidential		104,378,485		122,309,917
Total real estate loans		194,254,829		221,530,369
Commercial and industrial		32,486,848		29,255,564
Consumer		11,725,319		9,304,913
Other		35,135		166,488
Total loans	$	238,502,131	$	260,257,334

	-70-

The Company has pledged certain loans as collateral to secure its borrowings from the Federal Home Loan Bank. The total of loans pledged was $76,972,548 and $54,941,097 at December 31, 2013 and 2012, respectively.

Loans sold with limited recourse are 1-4 family residential mortgages originated by the Company and sold to various other financial institutions. These loans are sold with the agreement that a loan may be returned to the Company within 90 days of purchase, at any time in the event the Company fails to provide necessary documents related to the mortgages to the buyers, or if the Company makes false representations or warranties to the buyers. Loans sold under these agreements in 2013 and 2012 totaled $29,014,529 and $41,513,460, respectively. The Company uses the same credit policies in making loans held for sale as it does for on-balance-sheet instruments.

The following is an analysis of the allowance for loan losses by class of loans for the years ended December 31, 2013 and 2012.

December 31, 2013

									Total
			Real Estate Loans						Real
(Dollars in Thousands)							Non-		Estate				Consumer
	Total		Construction		Residential		Residential		Loans		Commercial		and Other
Beginning balance	$	4,167	$	1,441	$	951	$	1,129	$	3,521	$	616	$	30
Provisions		610		(980)		903		1,136		1,059		(548)		99
Recoveries		455		138		177		35		350		89		16
Charge-offs		(2,338)		(296)		(988)		(918)		(2,202)		(92)		(44)
Ending balance	$	2,894	$	303	$	1,043	$	1,382	$	2,728	$	65	$	101

December 31, 2012

									Total
			Real Estate Loans						Real
(Dollars in Thousands)							Non-		Estate				Consumer
	Total		Construction		Residential		Residential		Loans		Commercial		and Other
Beginning balance	$	7,743	$	3,291	$	2,757	$	1,081	$	7,129	$	575	$	39
Provisions		1,946		148		(850)		1,819		1,117		819		10
Recoveries		1,104		298		129		54		481		613		10
Charge-offs		(6,626)		(2,296)		(1,085)		(1,825)		(5,206)		(1,391)		(29)
Ending balance	$	4,167	$	1,441	$	951	$	1,129	$	3,521	$	616	$	30

The following is a summary of loans evaluated for impairment individually and collectively, by class, for the years ended December 31, 2013 and 2012.

December 31, 2013

									Total
			Real Estate Loans						Real
(Dollars in Thousands)							Non-		Estate				Consumer
	Total		Construction		Residential		Residential		Loans		Commercial		and Other
Allowance
Evaluated for impairment
Individually	$	405	$	2	$	185	$	163	$	350	$	53	$	2
Collectively		2,489		101		858		1,419		2,378		12		99
Allowance for loan losses	$	2,894	$	103	$	1,043	$	1,582	$	2,728	$	65	$	101

Total Loans
Evaluated for impairment
Individually	$	18,160	$	2,495	$	3,091	$	10,998	$	16,584	$	1,480	$	96
Collectively		220,342		21,680		62,610		93,381		177,671		31,007		11,664
Loans receivable	$	238,502	$	24,175	$	65,701	$	104,379	$	194,255	$	32,487	$	11,760

	-71-

December 31, 2012

									Total
			Real Estate Loans						Real
(Dollars in Thousands)							Non-		Estate				Consumer
	Total		Construction		Residential		Residential		Loans		Commercial		and Other
Allowance
Evaluated for impairment
Individually	$	524	$	23	$	106	$	362	$	491	$	20	$	13
Collectively		3,643		1,418		845		767		3,030		596		17
Allowance for loan losses	$	4,167	$	1,441	$	951	$	1,129	$	3,521	$	616	$	30

Total Loans
Evaluated for impairment
Individually	$	28,030	$	6,151	$	5,323	$	14,464	$	25,938	$	1,973	$	119
Collectively		232,227		25,834		61,912		107,846		195,592		27,283		9,352
Loans receivable	$	260,257	$	31,985	$	67,235	$	122,310	$	221,530	$	29,256	$	9,471

The Company identifies impaired loans through its normal internal loan review process. Loans on the Company’s problem loan watch list are considered potentially impaired loans. These loans are evaluated in determining whether all outstanding principal and interest are expected to be collected. Loans are not considered impaired if a minimal delay occurs and all amounts due including accrued interest at the contractual interest rate for the period of delay are expected to be collected.

The following summarizes the Company’s impaired loans as of December 31, 2013.

			Unpaid				Average
(Dollars in Thousands)	Recorded		Principal		Related		Recorded
	Investment		Balance		Allowance		Investment
With no related allowance recorded:
Real estate
Construction	$	680	$	849	$	-	$	1,599
Residential		2,127		2,272		-		3,038
Nonresidential		6,047		6,365		-		8,187
Total real estate loans		8,854		9,486		-		12,824
Commercial		12		18		-		1,131
Consumer and other		83		91		-		75
		8,949		9,595		-		14,030
With an allowance recorded:
Real estate
Construction		1,815		1,815		2		1,777
Residential		964		999		185		1,299
Nonresidential		4,951		5,087		163		2,803
Total real estate loans		7,730		7,901		350		5,879
Commercial		1,468		1,538		53		606
Consumer and other		13		14		2		28
		9,211		9,453		405		6,513
Total
Real estate
Construction		2,495		2,664		2		3,375
Residential		3,091		3,271		185		4,337
Nonresidential		10,998		11,452		163		10,990
Total real estate loans		16,584		17,387		350		18,702
Commercial		1,480		1,556		53		1,737
Consumer and other		96		105		2		104
Total	$	18,160	$	19,048	$	405	$	20,543

	-72-

The following summarizes the Company’s impaired loans as of December 31, 2012.

			Unpaid				Average
(Dollars in Thousands)	Recorded		Principal		Related		Recorded
	Investment		Balance		Allowance		Investment
With no related allowance recorded:
Real estate
Construction	$	3,157	$	3,827	$	-	$	3,755
Residential		3,825		4,209		-		4,138
Nonresidential		10,311		11,439		-		9,941
Total real estate loans		17,293		19,475		-		17,834
Commercial		1,953		1,990		-		1,334
Consumer and other		80		81		-		42
		19,326		21,546		-		19,210
With an allowance recorded:
Real estate
Construction		2,994		3,102		23		3,099
Residential		1,498		1,500		106		1,410
Nonresidential		4,153		4,744		362		3,183
Total real estate loans		8,645		9,346		491		7,692
Commercial		20		20		20		603
Consumer and other		39		39		13		27
		8,704		9,405		524		8,322
Total
Real estate
Construction		6,151		6,929		23		6,854
Residential		5,323		5,709		106		5,548
Nonresidential		14,464		16,183		362		13,124
Total real estate loans		25,938		28,821		491		25,526
Commercial		1,973		2,010		20		1,937
Consumer and other		119		120		13		69
Total	$	28,030	$	30,951	$	524	$	27,532

Interest income on impaired loans, other than nonaccrual loans, is recognized on an accrual basis. Interest income on nonaccrual loans is recognized only as collected. During 2013 and 2012 interest income recognized on nonaccrual loans was $600,924 and $677,458, respectively. If the nonaccrual loans had been accruing interest at their original contracted rates, interest income related to these nonaccrual loans would have been $796,304 and $1,234,852 for 2013 and 2012, respectively.

A summary of current, past due and nonaccrual loans as of December 31, 2013 was as follows:

	Past Due		Past Due Over 90 Days
(Dollars in Thousands)	30-89		and		Non-		Total				Total
	Days		Accruing		Accruing		Past Due		Current		Loans
Real estate
Construction	$	11	$	-	$	481	$	492	$	23,683	$	24,175
Residential		344		-		1,672		2,016		63,685		65,701
Nonresidential		24		127		5,006		5,157		99,222		104,379
Total real estate loans		379		127		7,159		7,665		186,590		194,255
Commercial		3		-		1,393		1,396		31,091		32,487
Consumer and other		19		8		74		101		11,659		11,760
Totals	$	401	$	135	$	8,626	$	9,162	$	229,340	$	238,502

	-73-

A summary of current, past due and nonaccrual loans as of December 31, 2012 was as follows:

	Past Due		Past Due Over 90 Days
(Dollars in Thousands)	30-89				Non-		Total				Total
	Days		Accruing		Accruing		Past Due		Current		Loans
Real estate
Construction	$	62	$	-	$	2,874	$	2,936	$	29,049	$	31,985
Residential		1,340		-		3,779		5,119		62,116		67,235
Nonresidential		566		-		12,354		12,920		109,390		122,310
Total real estate loans		1,968		-		19,007		20,975		200,555		221,530
Commercial		37		-		1,879		1,916		27,340		29,256
Consumer and other		22		6		88		116		9,355		9,471
Totals	$	2,027	$	6	$	20,974	$	23,007	$	237,250	$	260,257

At December 31, 2013 and December 31, 2012 loans past due 90 days and still accruing interest totaled $135,408 and $5,729, respectively.

Loans totaling $8,626,439 and $20,973,813 were in nonaccruing status at December 31, 2013 and 2012, respectively. When the ultimate collectability of a nonaccrual loan principal is in doubt, wholly or partially, all cash receipts are applied to the principal. When this doubt does not exist, cash receipts are applied under the contractual terms of the loan agreement.

Included in the loan portfolio are particular loans that have been modified in order to maximize the collection of loan balances. If, for economic or legal reasons related to the customer’s financial difficulties, the Company grants a concession compared to the original terms and conditions on the loan, the modified loan is classified as a troubled debt restructuring (“TDR”).

At 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. As of December 31, 2012 there were 52 loans classified as TDRs totaling $15,155,121. Of the 52 loans, seven loans totaling $3,128,542 were performing while 45 loans totaling $12,026,579 were not performing. All restructured loans resulted in either extended maturity or lowered rates and were included in the impaired loan balance.

The following table provides, by class, the number of loans modified in troubled debt restructurings during the year ended December 31, 2013 and 2012.

(Dollars in Thousands)	For The Year Ended December 31, 2013					For the Year Ended December 31, 2012
	Unpaid					Unpaid
	Number	Recorded		Principal		Number	Recorded		Principal
	of Loans	Investment		Balance		of Loans	Investment		Balance
Extended maturity
Real estate –
Construction	-	$	-	$	-	6	$	4,843	$	4,862
Residential	2		76		76	6		2,560		2,745
Nonresidential	2		228		228	4		1,777		1,834
Commercial	1		14		14	1		110		110
Consumer and other	1		13		13	5		312		317
Total	6		331		331	22		9,602		9,868

Reduced Rate
Real estate –
Construction	-		-		-	-		-		-
Residential	-		-		-	2		92		92
Nonresidential	4		738		738	2		446		566
Commercial	-		-		-	2		1,588		1,588
Total	4		738		738	6		2,126		2,246
Totals	10	$	1,069	$	1,069	28	$	11,728	$	12,114

The following table provides the number of loans and leases modified in troubled debt restructurings during the previous 12 months which subsequently defaulted during the years ended December 31, 2013 and 2012, as well as the recorded investments and unpaid principal balances as of December 31, 2013 and 2012. Loans in default are those past due greater than 89 days.

	-74-

(Dollars in Thousands)	For The Year Ended December 31, 2013					For the Year Ended December 31, 2012
	Unpaid					Unpaid
	Number	Recorded		Principal		Number	Recorded		Principal
	of Loans	Investment		Balance		of Loans	Investment		Balance
Extended Maturity
Real estate –
Construction	-	$	-	$	-	6	$	3,013	$	3,031
Residential	-		-		-	9		2,343		2,344
Nonresidential	1		104		104	6		1,809		1,809
Commercial	-		-		-	2		231		231
Consumer and other	-		-		-	3		92		92
Total	1		104		104	26		7,488		7,507

Reduced Rate
Real estate –
Residential	1		171		171	2		471		591
Nonresidential	1		119		119	2		534		534
Commercial	-		-		-	2		1,773		1,773
Consumer and other	-		-		-	1		4		4
Total	2		290		290	7		2,782		2,902
Totals	3	$	394	$	394	33	$	10,270	$	10,409

All loans modified in troubled debt restructurings are evaluated for impairment. The nature and extent of impairment of TDRs, including those which have experienced a subsequent default, are considered in determining an appropriate level of allowance for credit losses.

Credit Indicators

Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, including: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The following definitions are utilized for risk ratings, which are consistent with the definitions used in supervisory guidance:

Special Mention - Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

As of December 31, 2013, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

									Total
			Real Estate Loans						Real
(Dollars in Thousands)							Non-		Estate				Consumer
	Total		Construction		Residential		Residential		Loans		Commercial		and Other
Pass	$	193,839	$	14,406	$	56,227	$	81,891	$	152,524	$	29,735	$	11,580
Special mention		27,926		9,085		5,904		11,588		26,577		1,271		78
Substandard		16,737		684		3,570		10,900		15,154		1,481		102
Doubtful		-		-		-		-		-		-		-
Totals	$	238,502	$	24,175	$	65,701	$	104,379	$	194,255	$	32,487	$	11,760

	-75-

As of December 31, 2012, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

									Total
			Real Estate Loans						Real
(Dollars in Thousands)							Non-		Estate				Consumer
	Total		Construction		Residential		Residential		Loans		Commercial		and Other
Pass	$	200,723	$	19,871	$	54,280	$	90,871	$	165,022	$	26,407	$	9,294
Special mention		29,371		7,931		6,534		14,421		28,886		423		62
Substandard		30,163		4,183		6,421		17,018		27,622		2,426		115
Doubtful		-		-		-		-		-		-		-
Totals	$	260,257	$	31,985	$	67,235	$	122,310	$	221,530	$	29,256	$	9,471

The Company enters into financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist of commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. A commitment involves, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The Company’s exposure to credit loss in the event of nonperformance by the other parties to the instrument is represented by the contractual notional amount of the instrument. Since certain commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the same credit policies in making commitments to extend credit as it does for on-balance-sheet instruments. Letters of credit are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as other lending facilities.

Collateral held for commitments to extend credit and standby letters of credit varies but may include accounts receivable, inventory, property, plant, equipment, and income-producing commercial properties.

The following table summarizes the Company’s off-balance sheet financial instruments whose contract amounts represent credit risk:

	December 31,
	2013		2012
Commitments to extend credit	$	34,397,688	$	28,919,003
Standby letters of credit		8,000		8,000

The Company originates certain fixed rate residential mortgage loans and commits these loans for sale based on best efforts contracts. The commitments to originate fixed rate residential mortgage loans and the sales commitments are freestanding derivative instruments. At December 31, 2013 and 2012, the Company has no material embedded derivative instruments requiring separate accounting treatment. At December 31, 2013 and 2012, the amount of the forward sales commitments approximates the carrying value of the mortgage loans held for sale of $2,248,252 and $5,621,860, respectively. Sales commitments are to sell loans at an agreed upon price and are generally funded within 60 days.

NOTE 5 - PREMISES, FURNITURE AND EQUIPMENT

Premises, furniture and equipment consisted of the following:

	December 31,
		2013		2012
Land	$	10,768,061	$	10,768,061
Buildings		13,621,465		13,712,374
Leasehold improvements		521,657		511,842
Furniture and equipment		6,204,104		5,740,752
Construction in progress		1,167,205		1,110,975
Total		32,282,492		31,844,004
Less, accumulated depreciation		7,948,876		7,217,029
Premises and equipment, net	$	24,333,616	$	24,626,975

Depreciation expense for the years ended December 31, 2013 and 2012 amounted to $803,169 and $820,116, respectively.

	-76-

At December 31, 2013 and 2012, construction in progress consists mainly of architect fees and site work for potential new branches. As of December 31, 2013, there were no material commitments outstanding for the construction/or purchase of premises, furniture and equipment. Also, there were no material sales of premises, furniture or equipment during 2013 or 2012.

NOTE 6 - OTHER REAL ESTATE OWNED

Transactions in other real estate owned for the years ended December 31, 2013 and 2012 are summarized below:

	December 31,
	2013		2012
Beginning balance	$	15,289,991	$	22,135,921
Additions		4,827,496		6,596,760
Sales		(6,279,377)		(12,251,603)
Write downs		(4,905,476)		(1,191,087)
Ending balance	$	8,932,634	$	15,289,991

For the years ended December 31, 2013 and 2012, other real estate owned having a carrying value of $6,279,377 and $12,251,603, respectively, was sold for $6,088,370 and $12,089,602, respectively. The Company recognized a net loss of $191,006 and $162,001 on these sales for the years ended December 31, 2013 and 2012, respectively.

Other real estate owned expense for the years ended December 31, 2013 and 2012 was $6,710,229 and $1,946,441, respectively, which includes gains and losses on sales.

NOTE 7 - DEPOSITS

At December 31, 2013, the scheduled maturities of time deposits were as follows:

Maturing In	Amount
2014	$	62,754,197
2015		18,910,928
2016		1,162,437
2017		1,096,058
2018		621,426
Total	$	84,545,046

Included in total time deposits at December 31, 2013 and 2012 were brokered time deposits of $23,005,000 and $57,885,000, respectively.

NOTE 8 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase generally mature on a one to thirty day basis. Under the terms of the repurchase agreement, the Company sells an interest in securities issued by United States Government agencies and agrees to repurchase the same securities the following business day. Information concerning securities sold under agreements to repurchase is summarized as follows:

	December 31,
		2013			2012

Balance at end of the year	$	4,876,118		$	4,377,978
Maximum month-end balance during the year		5,798,243			4,892,144
Average balance during the year		4,964,004			3,566,353
Average interest rate at the end of the year		0.10	%		0.10	%
Average interest rate during the year		0.10	%		0.10	%

At December 31, 2013 and 2012, investment securities with a par value of $5,565,246 and $5,535,529 and a fair market value of $5,505,545 and $5,730,496, respectively, were pledged as collateral for the underlying agreements.

	-77-

NOTE 9 - ADVANCES FROM FEDERAL HOME LOAN BANK

Advances from the Federal Home Loan Bank consisted of the following:

	Interest		December 31,
	Rate			2013		2012
Advances maturing
Fixed rate
October 1, 2013	1.00	%	$	-	$	10,000,000
October 1, 2014	2.93	%		1,000,000		1,000,000
October 1, 2014	0.29	%		10,000,000		-
December 19, 2014	0.33	%		6,000,000		-
Daily rate
September 17, 2014	0.36	%		6,000,000		-
			$	23,000,000	$	11,000,000

All of the Federal Home Loan Bank advances outstanding at December 31, 2013, are due in 2014.

At December 31, 2013 and 2012 the Company has pledged certain loans totaling $76,972,548 and $54,941,097, respectively, as collateral to secure its borrowings from the Federal Home Loan Bank. Investment securities with a par value of $5,640,797 and $3,679,851 and a fair market value of $5,883,107 and $4,024,817 were also pledged as collateral to secure the borrowings at December 31, 2013 and 2012, respectively. Additionally, the Company’s Federal Home Loan Bank stock is pledged to secure the borrowings.

NOTE 10 - Junior Subordinated Debentures

On June 30, 2005, the Trust (a non-consolidated affiliate) issued $10,000,000 in trust preferred securities (callable without penalty) with a maturity of November 23, 2035. Interest on these securities is payable quarterly at the three-month LIBOR rate plus 1.83%. In accordance with generally accepted accounting principles, 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.

The Company MOU requires the Company to obtain approval of the Federal Reserve Bank prior to paying interest on the junior subordinated debentures. The Federal Reserve Bank has not approved payment of dividends and interest payments since the fourth quarter of 2011. See Note 18 – Regulatory Matters – Memoranda of Understanding.

NOTE 11 – SHAREHOLDERS’ EQUITY

Common Stock – The following is a summary of the changes in common shares outstanding for the years ended December 31, 2013 and 2012.

	2013	2012
Common shares outstanding at beginning of the period	4,094,861	4,084,400
Conversion of Series C preferred stock to common stock	470,829	-
Issuance of common stock	2,595	2,970
Issuance of non-vested restricted shares	1,245	13,627
Forfeiture of restricted shares	(835)	(6,136)
Common shares outstanding at end of the period	4,568,695	4,094,861

Preferred Stock - The Company’s Articles of Incorporation authorizes the issuance of a class of 10,000,000 shares of preferred stock, having no par value. Subject to certain conditions, the Company’s Board of Directors is authorized to issue preferred stock without shareholder approval. Under the Articles of Incorporation, the Board is authorized to determine the terms of one or more series of preferred stock, including the preferences, rights, and limitations of each series.

	-78-

On March 6, 2009, the Company completed a transaction with the United States Treasury (the “Treasury”) under the Troubled Asset Relief Program Capital Purchase Program, whereby the Company sold 15,349 shares of its Series A Cumulative Perpetual Preferred Stock (the “Series A Shares”) to the Treasury. In addition, the Treasury received a warrant to purchase 767 shares of the Company’s Series B Cumulative Perpetual Preferred Stock (the “Series B Shares”), which was immediately exercised for a nominal exercise price. The preferred shares issued to the Treasury qualify as Tier 1 capital for regulatory purposes. On March 1, 2013, the Treasury auctioned the subject securities in a private transaction with unaffiliated third-party investors. The Company received no proceeds from the transaction; however, it incurred $169,291 of auction-related expenses which were charged against the initial proceeds from the sale of the preferred stock reflected in the account for the Series A shares.

The Series A Preferred Stock is a senior cumulative perpetual preferred stock that has a liquidation preference of $1,000 per share, pays cumulative dividends at a rate of 5% per year for the first five years and beginning May 15, 2014, at a rate of 9% per year. Dividends are payable quarterly. At any time, the Company may, at its option and with regulatory approval, redeem the Series A Preferred Stock at par value plus accrued and unpaid dividends. The Series A Preferred Stock is generally non-voting.

The Series B Preferred Stock is a cumulative perpetual preferred stock that has the same rights, preferences, privileges, voting rights and other terms as the Series A Preferred Stock, except that dividends will be paid at the rate of 9% per year and may not be redeemed until all the Series A Preferred Stock has been redeemed.

The Company must request prior approval from the Federal Reserve prior to declaring or paying dividends on its common stock or preferred stock, or making scheduled interest payments on its trust-preferred securities. Such approval was not granted by the Federal Reserve for payment of the Company’s dividends and interest payments due and payable in the nine consecutive quarters ended December 31, 2013. Additionally, such approval was not granted for payments due in the first quarter of 2014. Since the Company has not paid the dividend on its Series A and Series B Shares for more than six consecutive quarterly periods, the holders of these shares currently have the right to appoint up to two individuals to the Company’s board of directors. To date, the right to appoint directors has not been exercised by the holders.

As of December 31, 2013, dividends in arrears on the Series A and Series B shares totaled $1,882,080.

The Series C Preferred Stock, outstanding at December 31, 2012, consists of 2,293 shares of 7% cumulative mandatory convertible preferred stock. On July 31, 2013 (the “Mandatory Conversion Date”), all Series C Shares converted automatically into 470,829 shares of common stock pursuant to the terms of the Company’s articles of incorporation, as amended to create the Series C Shares. On the Mandatory Conversion Date, each Series C Share was automatically converted into the number of shares of common stock obtained by dividing the initial purchase price per share of $1,000, plus the amount of accrued but unpaid dividends per share, by $5.563, which was the Company’s tangible common equity per share as of June 30, 2013. A de minimis amount of cash was also paid to each holder of Series C Shares to avoid the issuance of fractional shares as result of the conversion.

The proceeds from the issuance of the Series A Shares and Series B Shares were allocated based on the relative fair value of each series based on a discounted cash flow model. As a result of the valuations, $14,492,526 and $856,474 was allocated to the Series A Preferred Stock and Series B Preferred Stock, respectively. This resulted in a discount of $973,260 for the Series A Shares and a premium of $82,572 for the Series B Shares. The discount and premium are being accreted and amortized, respectively, through retained earnings over a five-year estimated life using the effective interest method.

The following is a summary of the accretion of the Series A Shares discount and the amortization of the Series B Shares premium for the years ended December 31, 2013 and 2012.

	2013		2012
Accretion of Series A Preferred Stock discount	$	194,544	$	195,078
Amortization of Series B Preferred Stock premium		(16,505)		(16,551)
Accretion net of amortization	$	178,039	$	178,527

The net amount of the accretion and amortization was treated as a deemed dividend to preferred shareholders in the computation of loss per share.

Restrictions on Shareholders’ Equity - South Carolina banking regulations restrict the amount of dividends that can be paid to shareholders. All of the Bank’s dividends to First Reliance Bancshares, Inc. are payable only from the undivided profits of the Bank. At December 31, 2013, the Bank had negative undivided profits of $7,880,169. The Bank is authorized to upstream 100% of net income in any calendar year without obtaining the prior approval of the South Carolina Commissioner of Banks (the “SC State Board”) provided that the Bank received a composite CAMELS rating of one or two at the last Federal or State regulatory examination. Under Federal Reserve regulations, the amounts of loans or advances from the Bank to the parent company are also restricted. Please see “Management’s Discussion and Analysis – Liquidity Management and Capital Resources” appearing above for additional information relating to the Company’s payment of dividends.

	-79-

NOTE 12- OTHER OPERATING EXPENSE

Other operating expenses are summarized below:

	December 31,
	2013		2012
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	$	11,793,899	$	7,875,506

NOTE 13 - INCOME TAXES

Income tax expense for the years ended December 31, 2013 and 2012 is summarized as follows:

	2013		2012
Currently payable
Federal	$	-	$	-
State		-		6,751
Total current				6,751
Deferred income taxes		799,806		(197,200)
Total income tax expense	$	799,806	$	(190,449)

Income tax expense (benefit) is allocated as follows:
To continuing operations	$	1,397,000	$	6,751
To shareholders' equity		(597,194)		(197,200)
Total income tax expense	$	799,806	$	(190,449)

The components of deferred tax assets and deferred tax liabilities are as follows:

	December 31,
		2013	2012
Deferred tax assets:
Allowance for loan losses	$	984,012	$	1,416,943
Net operating losses		7,276,898		5,641,912
Non-accrual interest		665,599		1,039,730
Deferred compensation		453,849		514,015
Federal and state credits		459,238		459,130
Other real estate owned		1,743,236		424,280
Other		103,346		56,099
Gross deferred tax assets		11,686,178		9,552,109
Less, valuation allowance		(10,978,501)		(7,459,272)
Net deferred tax assets		707,677		2,092,837

Deferred tax liabilities:
Accumulated depreciation		470,682		493,948
Prepaid expenses		212,157		178,563
Unrealized gains on securities available for sale		105,099		702,293
Other		24,838		23,326
Total gross deferred tax liabilities		812,776		1,398,130
Net deferred tax (liabilities) assets recognized	$	(105,099)	$	694,707

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Deferred tax assets represent the future tax benefit of deductible differences and, if it is more likely than not that a tax asset will not be realized, a valuation allowance is required to reduce the recorded deferred tax assets to net realizable value. After review of all positive and negative factors and potential tax planning strategies, as of December 31, 2012, management had recorded a partial valuation allowance of $7,457,272. During 2013, the valuation allowance increased by $3,519,229, representing a valuation allowance on continuing operations of $10,978,501 at December 31, 2013. Net deferred tax liabilities and net deferred tax assets are included in other liabilities and other assets at December 31, 2013 and 2012, respectively.

The Company has federal net operating losses of $20,888,295 and $16,147,260 for the years ended December 31, 2013 and 2012, respectively. The Company has state net operating losses of $5,299,292 and $4,601,341 for the years ended December 31, 2013 and 2012, respectively.

A reconciliation between the income tax expense (benefit) and the amount computed by applying the federal statutory rate of 34% to income before income taxes for the years ended December 31, 2013 and 2012 follows:

	2013		2012
Tax expense (benefit) at statutory rate	$	2,155,440	$	96,245
State income tax, net of federal income tax benefit		14,270		7,109
Tax-exempt interest income		15,495		(171,200)
Disallowed interest expense		1,186		7,795
Life insurance surrender value		117,608		(126,125)
Valuation allowance		519,229		172,548
Other, net		179,398		20,379
	$	1,397,000	$	6,751

The Company had analyzed the tax positions taken or expected to be taken in its tax returns and concluded it has no liability related to uncertain tax positions. Tax returns for 2010 and subsequent years are subject to review by taxing authorities.

NOTE 14 - RELATED PARTY TRANSACTIONS

Certain parties (principally certain directors and executive officers of the Company, their immediate families and business interests) were loan customers of the Company. In compliance with relevant law and regulations, the Company’s related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender and do not involve more than the normal risk of collectability. As of December 31, 2013 and 2012, the Company had related party loans totaling $2,106,213 and $2,007,375, respectively. During 2013, $607,108 of advances were made to related parties and repayments totaled $508,270. As of December 31, 2013, all related party loans were current.

Deposits from directors and executive officers and their related interests totaled $1,724,671 and $1,859,942 at December 31, 2013 and 2012, respectively.

NOTE 15 - COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company may, from time to time, become a party to legal claims and disputes. At December 31, 2013, management and legal counsel are not aware of any pending or threatened litigation or unasserted claims or assessments that could result in losses, if any, that would be material to the consolidated financial statements.

The Company has entered into a number of operating leases for properties relating to its branch banking and mortgage operations. The leases have various initial terms and expire on various dates. The lease agreements generally provide that the Company is responsible for ongoing repairs and maintenance, insurance and real estate taxes. The leases also provide for renewal options and certain scheduled increases in monthly lease payments. Rental expenses recorded under leases for the years ended December 31, 2013 and 2012 were $411,295 and $373,667, respectively.

The minimal future rental payments under non-cancelable operating leases having remaining terms in excess of one year, for each of the next five years and thereafter in the aggregate are:

	Amount
2014	$	435,042
2015		320,000
2016		345,000
2017		345,000
2018		361,170
Thereafter		4,311,367
Total	$	6,117,579

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NOTE 16 - EQUITY INCENTIVE PLAN

On January 19, 2006, the Company adopted the 2006 Equity Incentive Plan, which provides for the granting of dividend equivalent rights options, performance unit awards, phantom shares, stock appreciation rights and stock awards, each of which are subject to such conditions based upon continued employment, passage of time or satisfaction of performance criteria or other criteria as permitted by the plan. The plan, as amended on September 17, 2010, allows the Company to award, subject to approval by the Board of Directors, up to 950,000 shares of stock, to officers, employees, and directors, consultants and service providers of the Company or its affiliates. Awards may be granted for a term of up to ten years from the effective date of grant. Under this Plan, our Board of Directors has sole discretion as to the exercise date of any awards granted. The per-share exercise price of incentive stock awards may not be less than the market value of a share of common stock on the date the award is granted. Any awards that expire unexercised or are canceled become available for re-issuance.

The Company can issue the restricted shares as of the grant date either by the issuance of share certificate(s) evidencing restricted shares or by documenting the issuance in uncertificated or book entry form on the Company's stock records. Except as provided by the Plan, the employee does not have the right to make or permit to exist any transfer or hypothecation of any restricted shares. When restricted shares vest, the employee must either pay the Company within two business days the amount of all tax withholding obligations imposed on the Company or make an election pursuant to Section 83(b) of the Internal Revenue Code to pay taxes at grant date.

Restricted shares may be subject to one or more objective employment, performance or other forfeiture conditions established by the Plan Committee at the time of grant. The restricted shares will not vest unless the Company’s retained earnings at the end of the fiscal quarter preceding the third anniversary of the restricted share award date are greater than the award value of the restricted shares. Any shares of restricted stock that are forfeited will again become available for issuance under the Plan. An employee or director has the right to vote the shares of restricted stock after grant until they are forfeited or vested. Compensation cost for restricted stock is equal to the market value of the shares at the date of the award and is amortized to compensation expense over the vesting period. Dividends, if any, will be paid on awarded but unvested stock.

During 2013 and 2012, the Company issued 1,245 and 13,627 shares, respectively, of restricted stock pursuant to the 2006 Equity Incentive Plan. The shares cliff vest in three years, and are fully vested in 2016 and 2015, respectively. The weighted-average fair value per share of restricted stock issued during 2013 and 2012 was $1.76 and $1.05, respectively. Compensation cost associated with the issuances was $2,191 and $14,308 for the years ended December 31, 2013 and 2012, respectively. During 2013 and 2012, 835 and 6,136 shares were forfeited having a weighted average price of $3.50 and $3.35, respectively. Shares vested in 2013 and 2012 were 98,145 and 56,527, respectively. Compensation cost amortized to expense for 2013 and 2012 was $90,597 and $190,477, respectively.

The 2006 Equity Incentive Plan allows for the issuance of Stock Appreciation Rights ("SARs"). The SARs entitle the participant to receive the excess of (1) the market value of a specified or determinable number of shares of the stock at the exercise date over the fair value at grant date or (2) a specified or determinable price which may not in any event be less than the fair market value of the stock at the time of the award. Upon exercise, the Company can elect to settle the awards using either Company stock or cash. The shares start vesting after five years and vest at 20% per year until fully vested. Compensation cost for SARs is amortized to compensation expense over the vesting period.

During the first quarter of 2012, the Board of Directors cancelled all 84,334 SARs that were outstanding at December 31, 2011. Holders of these SARs were given cash and restricted stock totaling $37,500 in exchange for the cancellation. The cancellation resulted in the removal of all accrued SARs expense and related unrecognized compensation costs. For the year ended December 31, 2012, net income of $337,153 was recognized as a result of the cancellation. No SARS were issued during 2013 and 2012.

At December 31, 2013, there were 756,145 stock awards available for grant under the 2006 Equity Incentive Plan.

NOTE 17 - LOSS PER COMMON SHARE

Net loss available to common shareholders represents net loss adjusted for preferred dividends including dividends declared, accretions of discounts and amortization of premiums on preferred stock issuances and cumulative dividends related to the current dividend period that have not been declared as of period end. All potential dilutive common share equivalents were deemed to be anti-dilutive for the years ended December 31, 2013 and 2012 due to the net loss for each year.

	-82-

The following is a summary of the loss per common share calculations for the years ended December 31, 2013 and 2012.

	2013		2012
Loss available to common shareholders
Net income (loss)	$	(7,736,530)	$	275,840
Preferred stock dividends		962,064		996,990
Deemed dividends on preferred stock resulting from net accretion of discount and amortization of premium		178,039		178,527

Net loss available to common shareholders	$	(8,876,633)	$	(899,677)

Basic loss per common share:
Net loss available to common shareholders	$	(8,876,633)	$	(899,677)

Average common shares outstanding – basic		4,294,105		4,093,892

Basic loss per common share	$	(2.07)	$	(0.22)

Diluted loss per common share:
Net loss available to common shareholders	$	(8,876,633)	$	(899,677)

Average common shares outstanding – basic		4,294,105		4,093,892

Dilutive potential common shares		-		-

Average common shares outstanding – diluted		4,294,105		4,093,892

Diluted loss per common share	$	(2.07)	$	(0.22)

NOTE 18 - REGULATORY MATTERS

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

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum ratios (set forth in the table below) of Tier 1 and total capital as a percentage of assets and off-balance-sheet exposures, adjusted for risk-weights ranging from 0% to 100%. Tier 1 capital of the Company and the Bank consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available-for-sale, minus certain intangible assets. Tier 2 capital consists of the allowance for loan losses subject to certain limitations. Total capital for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2 capital.

The Company and the Bank are also required to maintain capital at a minimum level based on average assets (as defined), which is known as the leverage ratio. Only the strongest institutions are allowed to maintain capital at the minimum requirement of 3%. All others are subject to maintaining ratios at least 1% to 2% above the minimum.

As of the most recent regulatory examination, the Bank was deemed well-capitalized under the regulatory framework for prompt corrective action. To be categorized well-capitalized for regulatory purposes, the Bank must maintain total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events that management believes have changed the Bank’s categories. Additional information related to our capitalization and regulatory requirements is provided in “Management’s Discussion and Analysis – Capital” appearing above.

	-83-

The following table summarizes the capital amounts and ratios of the Company and the Bank and the regulatory minimum requirements.

									To Be Well
									Capitalized Under
					For Capital				Prompt Corrective
	Actual				Adequacy Purposes				Action Provisions
(Dollars in Thousands)					Minimum				Minimum
	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2013
The Company
Total capital (to risk-weighted assets)	$	45,093	15.75	%	$	22,912	8.00	%		N/A	N/A
Tier 1 capital (to risk-weighted assets)		42,199	14.73			11,456	4.00			N/A	N/A
Tier 1 capital (to average assets)		42,199	11.78			14,323	4.00			N/A	N/A

The Bank
Total capital (to risk-weighted assets)	$	40,973	14.35	%	$	22,839	8.00	%	$	28,549	10.00	%
Tier 1 capital (to risk-weighted assets)		38,079	13.34			11,420	4.00			17,129	6.00
Tier 1 capital (to average assets)		38,079	10.67			14,276	4.00			17,846	5.00

December 31, 2012
The Company
Total capital (to risk-weighted assets)	$	53,963	17.16	%	$	25,154	8.00	%		N/A	N/A
Tier 1 capital (to risk-weighted assets)		50,030	15.91			12,577	4.00			N/A	N/A
Tier 1 capital (to average assets)		50,030	11.48			17,436	4.00			N/A	N/A

The Bank
Total capital (to risk-weighted assets)	$	49,307	15.72	%	$	25,095	8.00	%	$	31,369	10.00	%
Tier 1 capital (to risk-weighted assets)		45,383	14.47			12,547	4.00			18,821	6.00
Tier 1 capital (to average assets)		45,383	10.40			17,460	4.00			21,825	5.00

Memoranda of Understanding - 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, which the Company entered into in December 2010 (the “Company MOU”). While this agreement provides for many of the same measures suggested by the Memorandum already in place for the Bank, the Company MOU requires that the Company seek pre-approval from the Federal Reserve Bank prior to the declaration or 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 on its trust preferred securities, including the Series A and Series B Shares. This provision will also apply to the Company’s common stock, although to date, the Company has not elected to pay dividends 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; however, the Federal Reserve did not approve the Company’s request to pay dividends and interest payments relating to its outstanding classes of preferred stock and trust preferred securities due and payable in the fourth quarter of 2011, and such consent has not been granted thereafter, largely out of deference to the Federal Reserve’s policy statement on dividends.

A policy statement published by the Board of Governors of the Federal Reserve System indicates that, as a general matter, it believes the board of directors of a bank holding company should eliminate, defer, or significantly reduce the company’s dividends if:

⋅

the company’s net income available to shareholders for the preceding four quarters is not sufficient to fully fund the dividends;

	-84-

⋅

the prospective rate of earnings retention is not consistent with the company’s capital needs and overall current and prospective financial condition; or

⋅

the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

The policy statement notes that a failure to do so could result in a supervisory finding that the organization is operating in an unsafe and unsound manner. We believe that the criteria noted above will be heavily weighted by the Federal Reserve in evaluating any future request by the Company to pay dividends on its Series A Shares and the Series B Shares and interest on its outstanding trust preferred securities. Accordingly, we do not anticipate submitting further approval requests until such time as each of the stated criteria has been met or there are other compelling reasons to believe such a request, if submitted, would be approved.

In response to these regulatory matters, the Bank and the Company have taken various actions designed to improve our lending procedures, nonperforming assets, liquidity and capital position and other conditions related to our operations, which are more fully described in turn as part of this discussion. We believe that the successful completion of these initiatives, and the continued improvement of the local economy of the communities we serve, will result in full compliance with our regulatory obligations with the FDIC, the SC State Board and the Federal Reserve Bank and position us well for stability and growth over the long term.

NOTE 19 - UNUSED LINES OF CREDIT

The Bank had available at the end of 2013 an unsecured line of credit, which was unused, to purchase up to $10,000,000 of federal funds from an unrelated correspondent institution. Also, as of December 31, 2013, the Bank had the ability to borrow funds from the Federal Home Loan Bank of up to $108,440,000. At that date $23,000,000 had been advanced. Additionally, an unused line of credit of $5,600,000 was available from the Federal Reserve. The Federal Home Loan Bank and the Federal Reserve lines can be revoked at lender’s discretion.

NOTE 20 - FAIR VALUE MEASUREMENTS

Generally accepted accounting principles (“GAAP”) provide a framework for measuring and disclosing fair value that requires disclosures about the fair value of assets and liabilities recognized in the balance sheet, whether the measurements are made on a recurring basis (for example, available-for-sale investment securities) or on a nonrecurring basis (for example, impaired loans).

Fair value is defined as the exchange in price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of the lower of cost or market accounting or the writing down of individual assets.

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

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine the fair value. These levels are:

	Level 1 -	Valuation is based upon quoted prices for identical instruments traded in active markets.

	Level 2 -	Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

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

	-85-

Assets Recorded at Fair Value on a Recurring Basis

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

Securities Available-for-Sale - Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the counter markets and money market funds. Level 2 securities include mortgage backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Loans - The Company does not record loans at fair value on a recurring basis, however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered impaired. Once a loan is identified as individually impaired, management measures impairment. The fair value of impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At December 31, 2013 and December 31, 2012, a significant portion of impaired loans were evaluated based upon the fair value of the collateral. Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.

Mortgage Loans Held for Sale - The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

Other Real Estate Owned - Foreclosed assets are adjusted to fair value upon transfer of the loans to other real estate owned. Real estate acquired in settlement of loans is recorded initially at estimated fair value of the property less estimated selling costs at the date of foreclosure. The initial recorded value may be subsequently reduced by additional allowances, which are charges to earnings if the estimated fair value of the property less estimated selling costs declines below the initial recorded value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3.

The tables below present the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy at December 31, 2013 and 2012.

	Total		Level 1		Level 2		Level 3
December 31, 2013
Available-for-sale securities:
Mortgage-backed securities	$	9,318,633	$	-	$	9,318,633	$	-
Corporate bonds		2,796,210		-		2,796,210		-
Equity security		30,000		-		30,000		-
		12,144,843		-		12,144,843		-
Mortgage loans held for sale (1)		2,248,252		-		2,248,252		-
	$	14,393,095	$	-	$	14,393,095	$	-

	Total		Level 1		Level 2		Level 3
December 31, 2012
Available-for-sale securities:
U.S. Government sponsored agencies	$	8,109,028	$	-	$	8,109,028	$	-
Mortgage-backed securities		51,956,484		-		51,956,484		-
Equity security		5,500		-		5,500		-
		60,071,012		-		60,071,012		-
Mortgage loans held for sale (1)		5,621,860		-		5,621,860		-
	$	65,692,872	$	-	$	65,692,872	$	-

(1) Carried at the lower of cost or market.

	-86-

There were no liabilities measured at fair value on a recurring basis at December 31, 2013 and December 31, 2012.

Assets Recorded at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents the assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2013 and December 31, 2012, aggregated by level in the fair value hierarchy within which those measurements fall.

	Total		Level 1		Level 2		Level 3
December 31, 2013
Collateral dependent impaired loans receivable	$	13,359,438	$	-	$	-	$	13,359,438
Other real estate owned		8,932,634		-		-		8,932,634
Total assets at fair value	$	22,292,072	$	-	$	-	$	22,292,072

	Total		Level 1		Level 2		Level 3
December 31, 2012
Collateral dependent impaired loans receivable	$	18,951,232	$	-	$	-	$	18,951,232
Other real estate owned		15,289,991		-		-		15,289,991
Total assets at fair value	$	34,241,223	$	-	$	-	$	34,241,223

For level 3 assets measured at fair value on a non-recurring basis as of December 31, 2013 and 2012, the significant unobservable inputs in the fair value measurements were as follows:

			General
	Valuation Technique	Significant Unobservable Inputs	Range

Collateral-dependant impaired loans receivable	Appraised Value	Collateral discounts	0-10%

Other real estate owned	Appraised Value	Collateral discounts and estimated costs to sell	0-10%

There were no liabilities measured at fair value on a nonrecurring basis at December 31, 2013 and December 31, 2012.

Disclosures about Fair Value of Financial Instruments

The following describes the valuation methodologies used by the Company for estimating fair value of financial instruments not recorded at fair value in the balance sheet on a recurring or nonrecurring basis:

Cash and Due from Banks and Interest-bearing Deposits with Other Banks - The carrying amount is a reasonable estimate of fair value.

Time Deposits in other Banks - The carrying amount is a reasonable estimate of fair value.

	-87-

Securities held-to maturity - The fair values of securities held-to-maturity are based on quoted market prices or dealer quotes. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities

Equity Securities - The carrying amount of nonmarketable equity securities is a reasonable estimate of fair value since no ready market exists for these securities.

Loans Receivable – For certain categories of loans, such as variable rate loans which are repriced frequently and have no significant change in credit risk, fair values are based on the carrying amounts. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits - The fair value of demand deposits, savings, and money market accounts is the amount payable on demand at the reporting date. The fair values of certificates of deposit are estimated using a discounted cash flow calculation that applies current interest rates to a schedule of aggregated expected maturities.

Securities Sold Under Agreements to Repurchase - The carrying amount is a reasonable estimate of fair value because these instruments typically have terms of one day.

Advances From Federal Home Loan Bank - The fair values of fixed rate borrowings are estimated using a discounted cash flow calculation that applies the Company’s current borrowing rate from the Federal Home Loan Bank. The carrying amounts of variable rate borrowings are reasonable estimates of fair value because they can be repriced frequently.

Junior Subordinated Debentures - The carrying value of the junior subordinated debentures approximates their fair value since they were issued at a floating rate.

Accrued Interest Receivable and Payable - The carrying value of these instruments is a reasonable estimate of fair value.

Off-Balance Sheet Financial Instruments - Fair values of off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing.

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of December 31, 2013 and December 31, 2012. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.

					Fair Value Measurements
					Quoted
					Prices in
					Active Markets
					for Identical		Other		Significant
					Assets or		Observable		Unobservable
	Carrying		Fair		Liabilities		Inputs		Inputs
	Amount		Value		(Level 1)		(Level 2)		(Level 3)
December 31, 2013

Financial Assets:
Securities held-to-maturity	$	36,951,934	$	36,951,934	$	-	$	36,951,934	$	-
Loans receivable		238,502,131		240,472,000		-		-		240,472,000

Financial Liabilities:
Certificates of deposit	$	84,545,046	$	85,081,000	$	-	$	85,081,000	$	-
Advances from Federal Home Loan Bank		23,000,000		23,010,000		-		23,010,000		-

December 31, 2012

Financial Assets:
Loans receivable	$	260,257,334	$	258,758,000	$	-	$	-	$	258,758,000

Financial Liabilities:
Certificates of deposit	$	144,690,932	$	146,539,000	$	-	$	146,539,000	$	-
Advances from Federal Home Loan Bank		11,000,000		11,077,000		-		11,077,000		-

NOTE 21 - SUBSEQUENT EVENTS

In preparing these financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all shareholders and other financial statement users, or filed with the Securities and Exchange Commission. In conjunction with applicable accounting standards, all material subsequent events have been either recognized in the financial statements or disclosed in the notes to the financial statements.

	-88-

NOTE 22 - FIRST RELIANCE BANCSHARES, INC. (PARENT COMPANY ONLY)

Condensed Balance Sheets

	December 31,
	2013		2012
Assets
Cash	$	3,417,931	$	3,898,093
Investment in banking subsidiary		38,282,750		46,884,841
Marketable investments		30,000		5,500
Nonmarketable investments		58,100		58,100
Premises		3,986,020		3,959,268
Investment in trust		310,000		310,000
Other assets		17,263		11,859

Total assets	$	46,102,064	$	55,127,661

Liabilities
Note payable to banking subsidiary	$	3,161,830	$	3,371,873
Junior subordinated debentures		10,310,000		10,310,000
Other liabilities		537,490		247,861
Total liabilities		14,009,320		13,929,734
Shareholders’ equity		32,092,744		41,197,927

Total liabilities and shareholders’ equity	$	46,102,064	$	55,127,661

Condensed Statements of Operations

	For the years ended
	December 31,
	2013		2012
Income
Rental income from banking subsidiary	$	90,566	$	84,029
Other income		-		4
Total Income		90,566		84,033

Expenses		522,959		129,239

Loss before income taxes and equity in undistributed loss of banking subsidiary		(432,393)		(45,206)

Equity in undistributed earnings (loss) of banking subsidiary		(7,304,137)		321,046

Net income (loss) before income taxes		(7,736,530)		275,840

Income tax expense		-		-

Net income (loss)	$	(7,736,530)	$	275,840

	-89-

Condensed Statements of Cash Flows

	For the years ended
	December 31,
	2013		2012
Cash flows from operating activities
Net income (loss)	$	(7,736,530)	$	275,840
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on impairment of investment securities		70,000		-
Amortization of deferred compensation on restricted stock		90,597		190,477
(Increase) decrease in other assets		(5,404)		(8,211)
Decrease in other liabilities		218,180		(135,591)
Equity in undistributed (earnings) loss of banking subsidiary		7,304,137		(321,046)
Net cash (used) provided by operating activities		(59,020)		1,469

Cash flows from by investing activities
Proceeds from sale of investment securities		(26,752)		-
Net cash used by investing activities		(26,752)		-

Cash flows from financing activities
Payments of note payable to banking subsidiary		(210,043)		(202,927)
Expense of auctioning Series A and Series B Preferred stock		(169,291)		-
Net proceeds from issuance of common stock		4,396		5,005
Purchase of treasury stock		(19,452)		(8,584)
Net cash used by financing activities		(394,390)		(206,506)

Decrease in cash		(480,162)		(205,037)

Cash and cash equivalents, beginning of year		3,898,093		4,103,130

Cash and cash equivalents, ending of year	$	3,417,931	$	3,898,093

	-90-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Corporate Data

ANNUAL MEETING:

The annual meeting of Shareholders of First Reliance Bancshares, Inc. and Subsidiary will be held at First Reliance Bank on Thursday, June 5, 2014, at 4:00 PM.

CORPORATE OFFICE:	REGISTERED PUBLIC ACCOUNTING FIRM:
2170 West Palmetto Street	Elliott Davis, LLC
Florence, South Carolina 29501	1901 Main Street, Suite 900
Phone (843) 662-8802	P.O. Box 2227
Fax (843) 662-8373	Columbia, S.C. 29202

STOCK TRANSFER DEPARTMENT:

Registrar and Transfer Company

10 Commerce Drive

Cranford, New Jersey 07016-3572

MARKET FOR FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY COMMON STOCK;

PAYMENT OF DIVIDENDS

High and Low Stock Price Information for First Reliance Bancshares, Inc. and Subsidiary

	2013				2012
Applicable Period	High		Low		High		Low
First Quarter	$	2.40	$	1.65	$	2.00	$	1.05
Second Quarter		2.00		1.10		3.55		1.50
Third Quarter		1.99		1.50		3.55		2.15
Fourth Quarter		2.50		1.65		2.50		1.60

The Company's common stock is quoted on the over-the-counter market under the symbol FSRL. Arms-length transactions in the common stock are anticipated to be infrequent and negotiated privately between the persons involved in those transactions. The development of an active secondary market requires the existence of an adequate number of willing buyers and sellers. The Company’s current reported average daily trading volume is approximately 1,556 shares. This low level of trading volume in the secondary market for the Company's common stock may materially impact a shareholder's ability to promptly sell a large block of the Company’s common stock at a price acceptable to the selling shareholder. According to the Company's transfer agent, there were approximately 1,262 shareholders of record as of January 1, 2014.

The Company is a legal entity separate and distinct from the Bank. The principal sources of the Company’s cash flow, including cash flow to pay dividends to its shareholders, are dividends that the Bank pays to its sole shareholder, the Company. Statutory and regulatory limitations apply to the Bank’s payment of dividends to the Company as well as to the Company’s payment of dividends to its shareholders. Statutory and regulatory limitations apply to the Bank’s payment of dividends to the Company as well as to the Company’s payment of dividends to its shareholders. For example, all FDIC insured institutions, regardless of their level of capitalization, are prohibited from paying any dividend or making any other kind of distribution if following the payment or distribution the institution would be undercapitalized. Moreover, federal agencies having regulatory authority over the Company or the Bank have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.

Additional information relating to the Company’s payment of dividends appears in “Management’s Discussions and Analysis – Liquidity Management and Capital Resources.”

	-91-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Under South Carolina law, the Bank is authorized to pay cash dividends up to 100% of net income in any calendar year without obtaining the prior approval of the SC State Board, provided that the Bank received a 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.

It is the current policy of the Bank to retain earnings to permit possible future expansion. As a result, the Company has no current plans to initiate the payment of cash dividends on its common stock, and its future dividend policy will depend on the Bank’s earnings, capital requirements, financial condition and other factors considered relevant by the board of directors of the Company and the Bank.

The Company and the Bank are currently subject to regulatory requirements relating to the declaration and payment of dividends. For additional information relating to these regulatory requirements, please see “Management’s Discussion and Analysis – Liquidity and Capital Resources.”

	-92-

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

EXECUTIVE OFFICERS OF FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

F. R. Saunders, Jr.

President and Chief Executive Officer

Jeffrey A. Paolucci

Executive Vice President, Chief Financial Officer and Secretary

Thomas C. Ewart

Executive Vice President

Jesse A. Nance

Executive Vice President and Chief Credit Officer

DIRECTORS OF FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

F. R. Saunders, Jr.

President and Chief Executive Officer of First Reliance Bancshares, Inc. and First Reliance Bank

Jeffrey A. Paolucci

Executive Vice President, Chief Financial Officer and Secretary of First Reliance Bancshares, Inc. and First Reliance Bank

Paul C. Saunders

Senior Vice President of First Reliance Bank

A. Dale Porter

Vice President and Senior Loan Administrator for First Reliance Bank

Leonard A. Hoogenboom

Chairman of the Board of Directors of First Reliance Bancshares, Inc.; and First Reliance Bank

Owner and Chief Executive Officer of Hoogenboom, CPA

John M. Jebaily

Owner and President of Jebaily Properties, Inc.

James R. Lingle, Jr.

President and CEO, iFinancial Holdings, Inc.

C. Dale Lusk, MD

Physician and Owner/Partner of Advanced Women’s Care

Julius G. Parris

Sr. Account Manager – New Business Development, Southern Graphics Systems

J. Munford Scott, Jr.

Florence County Probate Judge

	-93-

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s report on our internal control over financial reporting is set forth under the caption “Management’s Report on Internal Control Over Financial Reporting” and on page 57 of this report.

There was no change in our internal control over financial reporting during our fourth quarter of fiscal 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The Company has adopted a Code of Ethics that applies to its principal executive, financial and accounting officers. The Code of Ethics can be found on the Company’s website at www.firstreliance.com. A copy may also be obtained, without charge, upon written request addressed to First Reliance Bancshares, Inc., 2170 West Palmetto Street, Florence, South Carolina 29501, Attention: Corporate Secretary, or by fax to the attention of the Company’s Corporate Secretary at (843) 656-3045.

The remaining information for this Item is included in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on June 5, 2014, under the headings “Proposal No. 1: Election of Directors”, “Security Ownership of Certain Beneficial Owners and Management,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” and are incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The responses to this Item are included in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on June 5, 2014, under the headings “Proposal: Election of Directors – Director Compensation” and “Executive Compensation” and are incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information regarding compensation plans under which equity securities of the Company are authorized for issuance. All data is presented as of December 31, 2013.

	-94-

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	82,477	$	3.969	673,688
Total	82,477	$	3.96	673,668

Based on current economic conditions, the board and management, on August 19, 2010, agreed to cancel all remaining non-qualified option grants that had been previously granted to six employees in exchange for issuance of 67,081 restricted stock grants to these same six employees. These grants do not vest until April 15, 2013.

On January 19, 2006, the Board of Directors 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 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 there under 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 additional responses to this Item are included in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on June 5, 2014, under the heading “Security Ownership of Certain Beneficial Owners and Management” and are incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The responses to this Item are included in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on June 5, 2014, under the headings “Related Party Transactions” and “Proposal: Election of Directors – Director Independence” and are incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The responses to this Item are included in the Company Proxy Statement for the Annual Meeting of Shareholders to be held on June 5, 2014, under the heading “Audit Committee Matters – Independent Registered Public Accounting Firm” and are incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A list of exhibits included as part of this annual report is set forth in the Exhibit Index that immediately precedes the exhibits and is incorporated by reference herein.

	-95-

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIRST RELIANCE BANCSHARES, INC.

	By:	/s/ F. R. Saunders, Jr.
		F. R. Saunders, Jr.
		President and Chief Executive Officer

	Date: March 17, 2014

Pursuant to the requirements of the Securities and Exchange Act of 1934, the report has been signed by the following persons on behalf of the registrant and in the capacities indicated on March 17, 2014.

Signature		Title

/S/ F.R. Saunders, Jr.		Director, President and Chief Executive Officer
F.R. Saunders, Jr.
(Principal Executive Officer)

/S/ Jeffery A. Paolucci		Director, Executive Vice President and Chief Financial Officer and
Jeffrey A. Paolucci		Secretary
(Principal Financial and Accounting Officer)

/S/ Leonard A. Hoogenboom		Chairman of the Board
Leonard A. Hoogenboom

/S/ John M. Jebaily		Director
John M. Jebaily

/S/ James R. Lingle, Jr.		Director
James R. Lingle, Jr.

/S/ C. Dale Lusk		Director
C. Dale Lusk

/S/ Julius G. Parris		Director
Julius G. Parris

/S/ A. Dale Porter		Director
A. Dale Porter

/S/ Paul C. Saunders		Director
Paul C. Saunders

/S/ J. Munford Scott		Director
J. Munford Scott

-96-

EXHIBIT INDEX

Exhibit Number		Description

3.1		Amended and Restated Articles of Incorporation, as amended, of First Reliance Bancshares, Inc. ¹
3.2		Articles of Amendment to the Articles of Incorporation authorizing a class of preferred stock. ²
3.3		Articles of Amendment to the Articles of Incorporation establishing the terms of the Series A Preferred Stock and the Series B Preferred Stock.²
3.4		Articles of Amendment to the Articles of Incorporation establishing the terms of the Series C Preferred Stock.³
3.5		Amended and Restated Bylaws, adopted July 24, 2013⁴
4.1		See Articles of Incorporation, as amended at Exhibit 3.1, 3.2 and 3.3 hereto and Amended and Restated Bylaws at Exhibit 3.5 hereto.
4.2		Indenture between the Registrant and the Trustee. ⁵
4.3		Guarantee Agreement. ⁵
4.4		Amended and Restated Declaration. ⁵
4.5		Form of Certificate for the Series A Preferred Stock. ²
4.6		Form of Certificate for the Series B Preferred Stock. ²
4.7		Warrant to Purchase up to 767.00767 shares of Series B Preferred Stock, dated March 6, 2009. ²
10.1*		1999 First Reliance Bank Employee Stock Option Plan. ⁶
10.2*		Amendment No. 1 to the 1999 First Reliance Bank Employee Stock Option Plan. ⁶
10.3*		Amendment No. 2 to the 1999 First Reliance Bank Employee Stock Option Plan. ⁷
10.4*		First Reliance Bancshares, Inc. 2003 Stock Incentive Plan. ⁸
10.5*		First Reliance Bancshares, Inc. 2006 Equity Incentive Plan. ⁹
10.6		Lease Agreement between SP Financial, LLC and First Reliance Bank. ⁹
10.7*		Amended Employment Agreement with F. R. Saunders, Jr., dated July 29, 2013. ¹²
10.8*		Amended Salary Continuation Agreement with F. R. Saunders, Jr., dated July 29, 2013. ¹²
10.9*		Endorsement Split Dollar Agreement with F. R. Saunders, Jr., dated November 24, 2006. ¹⁰
10.10*		Amended Supplemental Life Insurance Agreement with F. R. Saunders, Jr., dated December 28, 2007. ¹¹
10.11*		Amended Employment Agreement with Jeffrey A. Paolucci, dated July 29, 2013. ¹²
10.12*		Amended Salary Continuation Agreement with Jeffrey A. Paolucci, dated July 29, 2013. ¹²
10.13*		Endorsement Split Dollar Agreement with Jeffrey A. Paolucci, dated November 24, 2006. ¹⁰
10.14*		Amended Employment Agreement with Paul Saunders, dated July 29, 2013. ¹²
10.15*		Amended Salary Continuation Agreement with Paul Saunders, dated July 29, 2013. ¹²
10.16*		Endorsement Split Dollar Agreement with Paul Saunders, dated November 24, 2006. ¹⁰
10.17*		Form of Director Retirement Agreement, with Schedule. ¹⁰
10.18*		Amended and Restated Employment Agreement with Dale Porter. ¹⁰

Incorporated by reference to Quarterly Report on Form 10-Q, for the quarter ended June 30, 2010.

Incorporated by reference to Current Report on Form 8-K, dated March 10, 2009.

Incorporated by reference to Current Report on Form 8-K, dated May 28, 2010.

⁴

Incorporated by reference to Current Report on Form 8-K, dated July 25, 2013.

⁵

Incorporated by reference to Current Report on Form 8-K, dated July 1, 2005.

⁶

Incorporated by reference to Quarterly Report on Form 10-QSB, for the quarter ended March 31, 2002.

⁷

Incorporated by reference to Quarterly Report on Form 10-QSB, for the quarter ended June 30, 2002.

⁸

Incorporated by reference to Annual Report on Form 10-KSB for the year ended December 31, 2003.

⁹

Incorporated by reference to Annual Report on Form 10-KSB for the year ended December 31, 2005.

¹⁰

Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2006.

¹¹

Incorporated by reference to Current Report on Form 8-K, dated December 28, 2007.

¹²

Incorporated by reference to Current Report on Form 8-K, dated July 29, 2013, as amended on August 2, 2013.

	-97-

10.19*		Employment Agreement with Thomas C. Ewart, Sr. ⁸
10.20		Letter Agreement, dated March 6, 2009, including Securities Purchase Agreement – Standard Terms, incorporated by reference therein, between the Company and the United States Department of the Treasury.²
10.21		Side Letter Agreement, dated March 6, 2009.²
10.22*		Form of Waiver.²
10.23*		Form of Senior Executive Officer Agreement.²
10.24*		2010 Amendment to First Reliance Bancshares, Inc. 2006 Equity Incentive Plan.⁴
10.25*		2012 Amendment to First Reliance Bancshares, Inc. 2006 Equity Incentive Plan.⁴
21.1		Subsidiaries of First Reliance Bancshares, Inc. ⁹
23.1		Consent of Independent Registered Public Accounting Firm.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a).
32.1		Certification of Chief Executive and Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Certification of Compliance with EESA Section 111 by Chief Executive Officer
99.2		Certification of Compliance with EESA Section 111 by Chief Financial Officer
101		Interactive Data File

^*Indicates management contract or compensatory plan or arrangement.

	-98-

	-5-

General

Results of Operations

Provision and Allowance for Loan Losses

Risk Elements in the Loan Portfolio and Nonperforming Assets

Earning Assets

Impact of Inflation

Accounting and Financial Reporting Issues

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FIRST RELIANCE BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - CASH AND DUE FROM BANKS

NOTE 7 - DEPOSITS

NOTE 13 - INCOME TAXES

Condensed Balance Sheets

Condensed Statements of Operations

PAYMENT OF DIVIDENDS

Notes to Consolidated Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES