Greer Bancshares 10K 2013 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


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

	For the fiscal year ended December 31, 2013

	Or

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

For the transition period from ____________ to ____________

Commission file number:000-33021

GREER BANCSHARES INCORPORATED

(Exact name of registrant as specified in its charter)


South Carolina		57-1126200
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

1111 W. Poinsett Street, Greer, South Carolina		29650
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:(864) 877-2000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $5.00 per share

(Title of class)

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

£ Yes

S No

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

£ Yes

S No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934during 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.

S Yes

£ 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).

S Yes

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

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £ (Do not check if a smaller reporting company)

Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

£ Yes

S No

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant (2,031,233shares) as of June 29, 2013 was$10,867,097. For the purpose of this response, officers, directors and holders of 10% or more of the registrant’s common stock are considered affiliates of the registrant at that date.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date.


Class		Outstanding at March 18, 2014
Common Stock, $5.00 par value per share		2,486,692 Shares

DOCUMENTS INCORPORATED BY REFERENCE

The Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2014 is incorporated by reference in this Form 10-K in Part III, Items 10 through 14.

TABLE OF CONTENTS


PART I	1

Item 1. Business	1

Item 1A. Risk Factors	13

Item 1B. Unresolved Staff Comments	21

Item 2. Properties	21

Item 3. Legal Proceedings	21

PART II	21

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21

Item 6. Selected Financial Data	23

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 8. Financial Statements and Supplementary Data	43

Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosures	81

Item 9A. Controls and Procedures	81

Item 9B. Other Information	82

PART III	82

Item 10. Directors, Executive Officers and Corporate Governance	82

Item 11. Executive Compensation	82

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	82

Item 13. Certain Relationships and Related Transactions, and Director Independence	83

Item 14. Principal Accounting Fees and Services	83

PART IV	84

Item 15. Exhibits, Financial Statement Schedules	84

PART I

Forward-looking and Cautionary Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements relate to, among other things, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “may,” and “intend,” as well as other similar words and expressions, are intended to identify forward-looking statements. Actual results may differ materially from the results discussed and projected in the forward-looking statements. The Company’s operating performance is subject to various risks and uncertainties including the factors set forth below in “Item 1A. Risk Factors.” Investors are cautioned not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made. The Company undertakes no obligation to update any forward-looking statements made in this report.

Item 1. Business

General

Greer Bancshares Incorporated (the “Company”) is a South Carolina corporation and was formed in July 2001 as a one-bank holding company for Greer State Bank (the “Bank”). The Bank was organized in South Carolina under a state banking charter in August 1988, and commenced operations on January 3, 1989. All of the outstanding common shares of the Bank were exchanged for common stock of the new holding company at that time. The primary activity of the holding company is to hold its investment in its banking subsidiary. The common stock of the Company is traded in the over-the-counter market and quoted on the OTC Bulletin Board under the symbol GRBS. The Bank operates under a state charter and provides full banking services to its clients. The Bank is subject to regulation by the Federal Deposit Insurance Corporation (“FDIC”) and the South Carolina Board of Financial Institutions.

The Bank has been engaged in the commercial banking business since its inception in January 1989 and has three banking offices located in Greer, South Carolina and one banking office located in Taylors, South Carolina. The Company is headquartered at 1111 W. Poinsett Street, Greer, South Carolina 29650. The Bank's first branch office, located at 601 North Main Street, Greer, South Carolina 29650, was opened in 1992 in an existing bank building that was purchased and renovated to be used as a branch office and operations center. The second branch office was built and opened in November 1998 and is located at 871 South Buncombe Road, Greer, South Carolina 29650. In August 2005, the Bank opened a third branch office at 3317 Wade Hampton Boulevard in Taylors, South Carolina 29687.

In 1997, the Bank began an “alternative investments” function with the formation of Greer Financial Services Corporation (“GFSC”), which allows customers to earn a higher rate of return on their money by investing in mutual funds, stock, annuities and similar securities. GFSC was incorporated in South Carolina as a subsidiary of the Bank, but was merged into the Bank in October 2007. GFSC is now a division of the Bank and offers securities exclusively through LPL Financial, a registered broker-dealer. Trust, international and correspondent banking services are not currently offered by the Company, nor are they contemplated at this time.

In October 2004 and December 2006, the Company issued two different series of “Trust Preferred” securities to raise capital. In these offerings, the Company issued $6,186,000 and $5,155,000 of junior subordinated debentures to its wholly-owned capital Trusts, Greer Capital Trust I and Greer Capital Trust II, respectively, and fully and unconditionally guaranteed corresponding principal amounts of the trust preferred securities issued by the Trusts. These long-term obligations currently qualify as total risk based capital for the Company. Both junior subordinated debentures allow deferral of interest payments for up to five years. The Trust Preferred securities are described more fully below under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Long Term Borrowings” and in Note 8 to the Financial Statements included in Item 8 below. Due to the financial condition of the Company, on January 3, 2011, the Company elected to defer payments on the Trust Preferred securities.

On January 30, 2009, the Company issued 9,993 shares of its Series 2009-SP cumulative perpetual preferred stock and warrants to purchase an additional 500 shares of cumulative perpetual preferred stock (which warrants were immediately exercised) to the U.S. Treasury under the Troubled Asset Relief Program (“TARP”) for aggregate consideration of $9,993,000. The “TARP Preferred” stock is described in more detail below under “Supervision & Regulation — Greer Bancshares Incorporated — Participation in the Capital Purchase Program of the Troubled Asset Relief Program” in this Item

1 and in Note 18 to the Financial Statements included in Item 8 below. On January 6, 2011, the Company gave notice to the U.S. Treasury Department that the Company was suspending the payment of regular quarterly cash dividends on the TARP Preferred stock.

As discussed under “Greer State Bank” below and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments-Memorandum of Understanding,” on March 1, 2011, the Bank entered into a Consent Order with the FDIC and the South Carolina Board of Financial Institutions, which we refer to throughout this report as the “Consent Order”, and on July 7, 2011, the Company entered into a Written Agreement with the Federal Reserve Board (“FRB”), which we refer to throughout this report as the “Written Agreement.”Effective March 20, 2013, the FDIC and S.C. Bank Board terminated the Consent Order and replaced it with the Memorandum of Understanding (“FDIC MOU”), which became effective on January 31, 2013. Effective May 3, 2013, the FRB terminated the Written Agreement and replaced it with the Federal Reserve Memorandum of Understanding (“FRB MOU”), which became effective May 29, 2013, after approval by the Company’s Board of Directors and upon final execution by the FRB.

Location and Service Area

The Bank was organized for the primary purpose of serving local banking needs in Greer and in the surrounding communities and has been primarily engaged in the business of attracting deposits from the general public and using the deposits to make commercial, consumer and mortgage loans. In addition, deposits are also used to invest in acceptable investment securities as defined by Bank policy.

Greer is located approximately 13 miles east of Greenville, South Carolina and approximately 15 miles west of Spartanburg, South Carolina and has borders in both Greenville and Spartanburg counties of South Carolina. The population of Greer was 25,515 according to 2010 census data, which was an increase of 51.5% since the 2000 census.

Deposits

The Company offers a full range of banking services through its subsidiary, including checking, savings, brokered deposits and other time deposits of various types, loans for business, real estate, personal use, home improvements, automobiles and a variety of other types of loans and services. In addition, drive-up, safe deposit and night depository facilities are offered. The Bank solicits deposit accounts from individuals, businesses, associations and organizations, and governmental authorities.

The Bank’s core deposits consist of retail checking accounts, NOW accounts, money market accounts, retail savings accounts and certificates of deposit. These deposits, along with short-term borrowings, long-term borrowings, and brokered deposits, are used to support our asset base. Retail deposits comprise 100%of total deposits. See additional discussion in Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity.”

Lending Activities

General —The Bank makes and services both secured and unsecured loans to individuals and businesses in its market area. The Bank strives for a balanced mix of consumer lending, commercial lending to small and medium-sized businesses and mortgage lending, both consumer and commercial. The Bank's portfolio consists of commercial, commercial real estate, real estate construction, residential mortgage, consumer installment loans and other consumer loans, as well as a small amount of lease financings and obligations of state and political subdivisions. The lease financings consist of loans made to finance the leasing of equipment. The obligations of state and political subdivisions consist of loans made to a municipality.

The Bank strives to diversify its loan portfolio and limit loan concentrations to any borrower or industry. Management has placed emphasis on the collateralization of loans with value-retaining assets. As of December 31, 2013, 98.7% of the Bank’s total loan portfolio is secured and 87.2% of the total loan portfolio is secured by real estate. See additional discussion of credit concentrations related to lending activities at Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Loan Portfolio” in this report.

Commercial Loans — The commercial portion of the portfolio is diversified and includes loans to various types of small to mid-sized businesses secured by non-real estate collateral. The emphasis is on businesses with financial stability and local, well-known management located in Greer and the surrounding communities. Collateral for commercial loans includes, but is not limited to, inventory, equipment, vehicles and accounts receivable. Commercial loans generally have more risk than other types of loans made by the Bank since there are more factors that can cause a default. The Bank manages this risk by

dealing with locally-owned and managed businesses, establishing an appropriate loan-to-value advance rate and by often requiring personal guarantees and collateral from owners and/or officers. The Bank must evaluate the quality of a company's management, capitalization and profitability, as well as the industry trends.

Commercial Real Estate Loans — The commercial real estate loan portfolio consists largely of mortgage loans secured by commercial properties located in the communities served by the Bank. A significant portion of these loans are made to fund the acquisition of real estate for residential development, and/or buildings for commercial, industrial, office and retail use. The real estate construction portion of the loan portfolio consists primarily of loans made to finance the on-site construction of 1–4 family residences, commercial properties and medical or business offices.

Residential Real Estate Loans — The 1-to-4 family residential real estate portfolio is predominantly comprised of loans extended for owner-occupied residential properties. These loans are typically secured by first mortgages on the properties financed, and generally do not exceed fifteen years. These loans generally have a maximum loan-to-value ratio of 85% with the majority having fixed rates of interest. The Bank is currently not adding fixed rate residential mortgages to the loan portfolio, but instead originates these loans for investor mortgage companies and receives an origination fee. The 1-to-4 family residential real estate category includes home equity lines of credit which have an interest rate indexed to the prime lending rate. Home equity lines generally have a maximum loan-to-value ratio of 80%. The loan-to-value ratios on mortgages help to mitigate/minimize the risk on these loans.

Consumer Loans — The consumer loan portfolio consists of loans to individuals for household, family and other personal expenditures such as automobile financing, home improvements, recreational and educational purposes. Consumer loans are typically structured with fixed rates of interest and full amortization of principal and interest within three to five years. The maximum loan-to-value ratio applicable to consumer loans is generally 85%. This category of loans also includes revolving credit products such as checking overdraft protection. Consumer loans are either unsecured or are secured with various forms of collateral, other than real estate.

Loan Risk Management — The Bank has procedures and controls in place designed to analyze potential risks and to support the growth of a profitable and high quality loan portfolio. The Bank’s loan policies and portfolio monitoring guidelines give specific direction on the underwriting of all loan types, portfolio concentrations and regulatory requirements. A loan rating system is used by the Bank to monitor the loan portfolio and to determine the adequacy of the allowance for loan losses. The Bank invests in loans in Greer and the surrounding communities which allows for easier monitoring of credit risks. The majority of the loan portfolio consists of loans to consumers and loans to small and mid-sized businesses. The Bank employs a bank consulting firm to perform a periodic review of selected credits to identify heightened risks and monitor collateral positions. Some of the factors that could contribute to increased risk in the loan portfolio are changes in economic conditions in the Bank's market area, changes in interest rates and reduced collateral values. There are no loans to foreign countries in the loan portfolio. As of December 31, 2013, the legal lending limit amount for the Bank to lend to any one borrower was $6,264,000. See additional discussion of risk management related to lending activities at Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Loan Portfolio” and “Risk Elements” in this report.

Other Banking Services

Other banking services provided include travelers’ checks, safe deposit boxes, direct deposit of payroll and social security checks, as well as automatic drafts for various accounts. Automated Teller Machine (“ATM”) services are provided by the Fiserv EFT ATM Network, which allows access through ATMs nationwide. The Bank has drive-up ATMs located at its offices at 1111 W. Poinsett Street, 3317 Wade Hampton Boulevard and 871 S. Buncombe Road. The Bank offers Mastercard and Visa credit cards to qualifying customers through a correspondent bank and has an automated telephone banking system (“TELEBANKER”). TELEBANKER allows the Bank’s customers to access information concerning their accounts, transfer funds and make payments by telephone.

The Bank also offers attractive, functional and user friendly internet online banking and cash management services accessed through its website,www.greerstatebank.com. Bank customers who have authorized access to the Bank’s website have the capability to make account inquiries, view account histories, transfer funds from one account to the other, make payments on outstanding loans and retrieve check images. The Bank offers the features of online bill payment services and mobile banking to its online customers.

Competition

The Bank competes with several major banks which dominate the commercial banking industry in their service areas and in South Carolina. These competitors are well established with substantially greater resources and lending limits. Many offer services and have extensive branch networks that we do not provide. In addition, the Bank competes with other community

banks, savings institutions and credit unions. In Greer, there are twelve competitor banks (none of which are headquartered in Greer) with eighteen total offices, one savings institution branch (headquartered in Greer), and four credit union branches (one headquartered in nearby Greenville, South Carolina). As of December 31, 2013, the Bank held 20.21%of the FDIC insured deposits in the Greer market. We believe our commitment to quality, personalized service and focus on our local market is a factor that contributes to our competitiveness and success.

Employees

As of December 31, 2013, the Bank had 80 employees, 76 of whom are full-time. The Company does not have any employees other than its two executive officers.

Available Information

The Company files and furnishes reports with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These reports are provided on our website atwww.greerstatebank.com as soon as reasonably practicable after they have been filed electronically with the SEC. These filings are also accessible on the SEC’s website atwww.sec.gov. In addition, we make available on our website filings reporting stock ownership by directors, officers, and beneficial owners of more than 10% of our common stock pursuant to Section 16 of the Securities Exchange Act of 1934. The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 on official business days during the hours of 10:00 am to 3:00 pm. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

SUPERVISION AND REGULATION

Both the Company and the Bank are subject to extensive state and federal banking laws and regulations, which impose specific requirements or restrictions on and provide for general regulatory oversight of virtually all aspects of operations. These laws and regulations are generally intended to protect depositors, not shareholders. 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 the Company’s business, prospects and operations. Management cannot predict the effect that new federal or state legislation may have on the Company’s business and earnings in the future.

The following discussion is not intended to be a complete list of all the activities regulated by the banking laws or of the impact of such laws and regulations on our operations. It is intended only to briefly summarize some material provisions.

Greer Bancshares Incorporated

The Company is registered as a bank holding company under the Bank Holding Company Act (the “Holding Company Act”) and, as such, is subject to supervision, regulation and examination by the Board of Governors of the Federal Reserve Board (the “FRB”). The Company is also under the jurisdiction of the SEC and is subject to disclosure and regulatory requirements of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended and the regulations promulgated thereunder.

Scope of Permissible Activities. Under the Holding Company Act, activities at the bank holding company level are limited to (i) banking and managing or controlling banks; (ii) furnishing services to or performing services for its subsidiaries; and (iii) engaging in other activities that the FRB determines to be so closely related to banking and managing or controlling banks as to be a proper incident thereto. The FRB’s regulations contain a list of permissible non-banking activities.

The Gramm-Leach-Bliley Act of 1999 (the “GLB”) greatly broadened the scope of activities permissible for bank holding companies. Among other things, GLB repealed the restrictions on banks affiliating with securities firms contained in Sections 20 and 32 of the Glass-Steagall Act. GLB also permits bank holding companies that become “financial holding companies” to engage in a broad variety of “financial” activities, including insurance and securities underwriting and agency activities, merchant banking and insurance company portfolio investment activities. The Company has not elected to become a financial holding company.

Source of Strength. Under FRB policy, the Company is expected to act as a source of financial strength to its banking subsidiary and, where required, to commit resources to support it. Further, if the Bank’s capital levels were to fall below minimum regulatory guidelines, the Bank would need to develop a capital plan to increase its capital levels and the Company

would be required to guarantee the Bank’s compliance with the capital plan in order for such plan to be accepted by the federal regulatory authority.

Under the “cross guarantee” provisions of the Federal Deposit Insurance Act (the “FDIA”), any FDIC-insured subsidiary of the Company such as the Bank could be liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of any other FDIC-insured subsidiary also controlled by the Company or (ii) any assistance provided by the FDIC to any FDIC-insured subsidiary of the Company in danger of default.

Acquisitions and Mergers. Under the Holding Company Act, a bank holding company must obtain the prior approval of the FRB before (1) acquiring direct or indirect ownership or control of any voting shares of any bank or bank holding company if, after such acquisition, the bank holding company would directly or indirectly own or control more than 5% of such shares; (2) acquiring all or substantially all of the assets of another bank or bank holding company; or (3) merging or consolidating with another bank holding company. Also, any company must obtain approval of the FRB prior to acquiring control of the Company or the Bank. For purposes of the Holding Company Act, “control” is defined as ownership of more than 25% of any class of voting securities of a bank holding company or bank, the ability to control the election of a majority of the directors, or the exercise of a controlling influence over management or policies of a bank holding company or bank.

South Carolina State Regulation. As a bank holding company registered under the South Carolina Banking and Branching Efficiency Act, the Company is subject to limitations on sale or merger and to regulation by the South Carolina Board of Financial Institutions. Periodic reports must be filed with the State Board with respect to the Company’s financial condition and operations, management and intercompany relationships between the Company and its subsidiaries. Additionally, the holding company, with limited exceptions, must obtain approval from the State Board prior to engaging in acquisitions of banking or non-banking institutions or assets.

Capital Requirements. The FRB has promulgated capital adequacy guidelines for use in its examination and supervision of bank holding companies. If a bank holding company’s capital falls below minimum required levels, then the bank holding company must implement a plan to increase its capital, and its ability to pay dividends, make acquisitions of new banks or engage in certain other activities, such as issuing brokered deposits, may be restricted or prohibited.

The FRB guidelines include a minimum leverage ratio and a minimum ratio of “qualifying” capital to risk-weighted assets. These requirements are described below under “Greer State Bank — Capital Requirements.” Subject to our capital requirements and certain other restrictions, we are able to borrow money to make capital contributions to the Bank, and these loans may be repaid from dividends paid from the Bank to the Company. Without regulatory approval, we may also issue securities and contribute the proceeds to the Bank, subject to federal and state securities laws.

Participation in the Capital Purchase Program of the Troubled Asset Relief Program. On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (“EESA”) became law. Under TARP authorized by EESA, the U.S. Treasury established the Capital Purchase Program (the “CPP”) providing for the purchase of senior preferred shares of qualifying U.S. controlled banks, savings associations and certain bank and savings and loan holding companies. On January 30, 2009, the Company issued 9,993 shares of its Series 2009-SP cumulative perpetual preferred stock and warrants to purchase an additional 500 shares of cumulative perpetual preferred stock to the U.S. Treasury pursuant to the CPP for aggregate consideration of $9,993,000. As a result of the Company’s participation in the CPP, the Company agreed to certain limitations on executive compensation. On February 17, 2009, President Obama signed into law The American Recovery and Reinvestment Act of 2009 (“ARRA”), more commonly known as the economic stimulus or economic recovery package. ARRA, which amends EESA, includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. Under ARRA, the Company is subject to additional and more extensive executive compensation limitations and corporate governance requirements. ARRA also permits the Company to redeem the preferred shares it sold to the U.S. Treasury without penalty and without the need to raise new capital, subject to the U.S. Treasury’s consultation with the Company’s and the Bank’s appropriate regulatory agency.

For as long as the U.S. Treasury owns any debt or equity securities of the Company issued in connection with the CPP, the Company will be required to take all necessary action to ensure that its benefit plans with respect to its senior executive officers comply in all respects with Section 111(b) of the EESA, as amended by the ARRA, and the regulations issued and in effect thereunder, including the interim final rule related to executive compensation and corporate governance issued by the U.S. Treasury on June 15, 2009 (the “IFR”). These requirements include:

Prohibition on Certain Types of Compensation. EESA prohibits us from providing incentive compensation arrangements that encourage our Senior Executive Officers (“SEO”) to take unnecessary and excessive risks that threaten the value of the financial institution. It also prohibits us from implementing any compensation plan that

would encourage manipulation of reported earnings in order to enhance the compensation of any of its employees.

Risk Review. EESA requires the compensation committee of our board of directors to meet with our senior risk officer at least semiannually to discuss and evaluate employee compensation plans in light of an assessment of any risk to us posed by such plans. The review is intended to better inform the compensation committee of the risks posed by the plans, and ways to limit such risks.

Bonus Prohibition.EESA prohibits the payment of any “bonus, retention award, or incentive compensation” to our most highly-compensated employees. The prohibition includes several limited exceptions, including payments under enforceable agreements that were in existence as of February 11, 2009 and limited amounts of “long-term restricted stock,” discussed below.

Limited Amount of Long Term Restricted Stock Excluded from Bonus Prohibition. EESA permits us to pay a limited amount of “long-term” restricted stock. The amount is limited to one-third of the total annual compensation of the employee. EESA requires such stock to have a minimum 2-year vesting requirement and to not “fully vest” until we have repaid all CPP-related obligations. Our compensation committee has not yet chosen to utilize this exception to the bonus prohibition.

Golden Parachutes. EESA prohibits any severance payment to an SEO or any of the next five most highly-compensated employees upon termination of employment for any reason. EESA provides an exception for amounts that were earned or accrued prior to termination, such as normal retirement benefits.

Clawback. EESA requires us to recover any bonus or other incentive payment paid to a senior executive officer on the basis of materially inaccurate financial or other performance criteria. This requirement applies to the five SEOs and the next 20 most highly compensated employees.

Shareholder “Say-on-Pay” Vote Required. EESA requires us to include a non-binding shareholder vote to approve the compensation of executives as disclosed in our proxy statement for our annual shareholders meeting.

Policy on Luxury Expenditures. EESA required us to implement a Company-wide policy regarding excessive or luxury expenditures, including excessive expenditures on entertainment or events, office and facility renovations, aviation or other transportation services.

Reporting and Certification. EESA requires our CEO and CFO to provide a written certification of compliance with the executive compensation restrictions in EESA in our Form 10-K report. EESA also requires certain disclosures and certifications by the committee to be made to the Federal Reserve, the primary regulator of the Company.

Dividends. The FRB has the power to prohibit dividends by bank holding companies if their actions constitute unsafe or unsound practices. The FRB has issued a policy statement expressing its view that a bank holding company should pay cash dividends only to the extent that the company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company’s capital needs, asset quality, and overall financial condition.

The Company is a legal entity separate and distinct from the Bank. The principal source of the Company’s cash flow, including cash flow to pay dividends to its holders of trust preferred securities, holders of the preferred stock the Company issued to the U.S. Treasury in connection with the CPP and to the Company’s common stock shareholders, will be dividends that the Bank pays to the Company as its sole shareholder.

year. Prior to January 30, 2019, unless the Company has redeemed the Series 2009-SP Preferred Stock and the Series 2009-WP Preferred Stock or the Treasury has transferred all of such stock to a third party, the consent of the Treasury will be required for us to redeem, purchase or acquire any shares of our common stock, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the purchase agreement with the Treasury. Furthermore, if the Company is not current in the payment of quarterly dividends on the Series 2009-SP Preferred Stock and the Series 2009-WP Preferred Stock, it cannot pay dividends on its common stock.

On January 6, 2011, the Company gave notice to the U.S. Treasury Department that the Company was suspending the payment of regular quarterly cash dividends on its Series 2009-SP and Series 2009-WP TARP Preferred stock, beginning with the February 15, 2011 dividend. Accordingly, the Company may not pay a dividend to its common shareholders until all accrued and unpaid dividends have been paid to the U.S. Treasury Department.

On January 3, 2011, the Company elected to defer interest payments on the two junior subordinated debentures related to its two series of Trust Preferred securities beginning with the January 2011 payments. The Company is permitted to defer paying such interest for up to twenty consecutive quarters. As a condition of deferring the interest payments, the Company is prohibited from paying dividends on its common stock or the Company’s preferred stock.

As discussed under “Greer State Bank” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments-Memorandum of Understanding” below, on January 31, 2013, the Bank entered into the FDIC MOU with the FDIC and the South Carolina Board of Financial Institutions. Among other things, the FDIC MOU prohibits the Bank from declaring or paying any dividends without the prior written approval of the FDIC and the South Carolina Board of Financial Institutions. Also, as disclosed below, the Company is under the FRB MOU with the Federal Reserve Bank of Richmond, which requires that the Company seek permission from the Federal Reserve prior to paying any dividends.

Statutory and regulatory limitations also apply to the Bank’s payment of dividends to the Company. These are discussed below under “Greer State Bank — Dividends.”

Greer State Bank

Bank Regulation. As a South Carolina banking institution, the Bank is subject to regulation, supervision and regular examination by the State Board of Financial Institutions. South Carolina and federal banking laws and regulations control, among other things, required reserves, investments, loans, mergers and consolidations, issuance of securities, payment of dividends, and establishment of branches and other aspects of the Bank’s operations. Supervision, regulation and examination of the Company and the Bank by the bank regulatory agencies are intended primarily for the protection of depositors rather than for the Company’s security holders.

Dividends. Pursuant to South Carolina banking law, all cashdividends must be paid out of the undivided profits then on hand, after deducting expenses, including reserves for losses and bad debts.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 South Carolina Board of Financial Institutions provided that the Bank received a composite rating of one or two at the last federal or state regulatory examination. The Bank must obtain approval from the South Carolina Board of Financial Institutions prior to the payment of any other cash dividends.In addition, under the FDIC Improvement Act, the Bank may not pay a dividend if, after paying the dividend, the Bank would be undercapitalized. See "Capital Requirements" below.

The payment of dividends by the Bank and the Company may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. 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 (“FDICIA”), 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 ability to pay dividends is also restricted by the FDIC MOU entered into by the Bank with the Federal Deposit Insurance Corporation and the South Carolina Board of Financial Institutions on January 31, 2013. The FDIC MOU is discussed under “Memorandum of Understanding” below. Pursuant to the FDIC MOU, the Bank may not pay any dividends without the prior written approval of the FDIC and the South Carolina Board of Financial Institutions.

Federal Deposit Insurance. The deposits of the Bank are insured by the FDIC to the maximum extent provided by law. For this protection, the Bank pays FDIC deposit insurance assessments and is subject to the rules and regulations of the FDIC.

The FDIC has adopted a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of assets and liabilities.

In early 2006, Congress passed the Federal Deposit Insurance Reform Act of 2005, which made certain changes to the Federal Deposit insurance program. These changes included merging the Bank Insurance Fund and the Savings Association Insurance Fund, increasing retirement account coverage to $250,000 and providing for inflationary adjustments to general coverage beginning in 2010, providing the FDIC with authority to set the fund’s reserve ratio within a specified range, and requiring dividends to banks if the reserve ratio exceeds certain levels.

The Bank expensed FDIC insurance premiums of $486,000, $825,000and $945,000, respectively, in 2013, 2012 and 2011.

In October 2010, the FDIC adopted a new Restoration Plan for the FDIC Deposit Insurance Fund (“DIF”) to ensure that the fund reserve ratio reaches 1.35% by September 30, 2020, as required by the Dodd-Frank Act. Under the Restoration Plan, the FDIC did not institute the uniform three-basis point increase in assessment rates scheduled to take place on January 1, 2011 and maintained the current schedule of assessment rates for all depository institutions. At least semi-annually, the FDIC will update its loss and income projections for the DIF and, if needed, will increase or decrease assessment rates, following notice-and-comment rulemaking, if required.

In February 2011, the FDIC announced changes to the deposit insurance program whereby FDIC deposit insurance assessments will be based on average total assets less average tangible equity instead of the previous methodology that was based on deposits. Also the FDIC adopted new assessment rates and new assessment methodology which were effective April 1, 2011.

Pursuant to EESA, in 2008 the maximum deposit insurance amount per depositor was temporarily increased from $100,000 to $250,000 until December 31, 2013. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act permanently raised the standard maximum deposit insurance amount to $250,000 per depositor. On November 9, 2010 the FDIC issued a final rule under the Dodd-Frank Act that provides unlimited insurance coverage of non-interest bearing transaction accounts from December 31, 2010 through December 31, 2012. As scheduled, as of December 31, 2012 the unlimited insurance coverage for non-interest bearing transaction accounts expired and returned to a maximum of $250,000 per depositor.

Additionally, in 2008, regulatory authorities enacted legislation that enabled the FDIC to establish its Temporary Liquidity Guarantee Program (“TLGP”). The TGLP had two primary components — 1) a transaction account guarantee program (“TAGP”), and 2) a debt guarantee program. Under the TAGP, the FDIC would fully guarantee, until June 30, 2010, all noninterest-bearing transaction accounts, including NOW accounts with interest rates of 0.50 percent or less and IOLTAs. On April 14, 2010, the FDIC extended the TAGP until December 31, 2010, with a revised interest rate of 0.25 percent or less. Under the debt guarantee program of the TLGP, the FDIC guaranteed certain senior unsecured debt of insured depository institutions, or their qualified holding companies, issued between October 14, 2008 and October 31, 2009. After an initial phase-in period, both programs became elective options for banks during 2009.

Safety and Soundness Standards. The FDICIA required the federal bank regulatory agencies to prescribe, by regulation, non-capital safety and soundness standards for all insured depository institutions and depository institution holding companies. The FDIC and the other federal banking agencies have adopted guidelines prescribing safety and soundness standards pursuant to FDICIA. The safety and soundness guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. Among other things, the guidelines require banks to maintain appropriate systems and practices to identify and manage risks and exposures identified in the guidelines. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of the FDICIA. If an institution fails to comply with such an order, the agency may seek enforcement in judicial proceedings and seek to impose civil money penalties.

Capital Requirements. The FRB has established guidelines with respect to the maintenance of appropriate levels of capital by registered bank holding companies. The FDIC has established similar guidelines for state-chartered banks, such as the Bank, that are not members of the FRB. The regulations of the FRB and FDIC impose two sets of capital adequacy requirements: minimum leverage rules, which require the maintenance of a specified minimum ratio of capital to total assets, and risk-based

capital rules, which require the maintenance of specified minimum ratios of capital to “risk-weighted” assets. At December 31, 2013, the Company and the Bank exceeded the minimum required regulatory capital requirements necessary to be well capitalized. The FDIC MOU entered into with the FDIC imposed new higher minimums on the Bank and the Bank’s ratios exceed those higher minimums as well. See discussion below entitled “Memorandum of Understanding” and chart below.

The Company and 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 direct material adverse effect on our 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 assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The actual capital amounts and ratios and minimum regulatory amounts and ratios for the Bank are as follows:

*(Dollars in thousands)*					For Capital Adequacy Purposes				To meet the Requirements of the Consent Order in effect 12-31-12 and the FDIC MOU in effect 12-31-13 (1)
	Actual				Minimum				Minimum
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of December 31, 2013
Total risk-based capital
(to risk-weighted assets)	$	41,446	17.61	%	$	18,831	8.0	%	$	23,539	10.0	%
Tier 1 capital
(to risk-weighted assets)	$	38,500	16.36	%	$	9,416	4.0	%		N/A	N/A
Tier 1 capital
(to average assets)	$	38,500	10.78	%	$	14,418	4.0	%	$	28,837	8.0	%

As of December 31, 2012
Total risk-based capital
(to risk-weighted assets)	$	35,684	15.14	%	$	18,853	8.0	%	$	23,567	10.0	%
Tier 1 capital
(to risk-weighted assets)	$	32,723	13.89	%	$	9,427	4.0	%		N/A	N/A
Tier 1 capital
(to average assets)	$	32,723	9.08	%	$	14,412	4.0	%	$	28,824	8.0	%

(1) See discussion below entitled “Memorandum of Understanding”.

The Company is also subject to certain capital requirements. At December 31, 2013 the Tier 1 risk-based capital ratio, Tier 1 capital ratio and the total risk based capital ratio were 15.72%, 10.28% and 17.66%, respectively. At December 31, 2012 the Tier 1 risk-based capital ratio, Tier 1 capital ratio and the total risk based capital ratio were 12.76%, 8.36% and 15.29%, respectively.

The FDIC has issued regulations that classify insured depository institutions by capital levels and require the appropriate federal banking regulator to take prompt action to resolve the problems of any insured institution that fails to satisfy the capital standards. Under such regulations, a “well-capitalized” bank is one that is not subject to any regulatory order or directive to meet any specific capital level and that has or exceeds the following capital levels: a total risk-based capital ratio of 10%, a Tier 1 risk-based capital ratio of 6%, and a leverage ratio of 5%.

Memorandum of Understanding. On March 1, 2011, the Bank entered into the Consent Order with the FDIC and the S.C. Bank Board. The Consent Order required the Bank to take specific steps regarding, among other things, its management, capital levels, asset quality, lending practices, liquidity and profitability in order to improve the safety and soundness of the Bank’s operations, each as described and set forth in the Consent Order.

As of March 20, 2013, the FDIC and S.C. Bank Board terminated the Consent Order and replaced it with the FDIC MOU, which became effective on January 31, 2013. The FDIC MOU is based on the findings of the FDIC during their on-site examination of the Bank as of October 15, 2012. The FDIC MOU is a step down in corrective action requirements as compared to the Consent Order. The FDIC MOU requires the Bank, among other things, to (i) prepare and submit annual, comprehensive budgets; (ii) maintain a minimum 8% Tier one leverage capital ratio and a minimum 10% Total Risk based capital ratio; (iii) take various specified actions to continue to reduce classified assets; (iv) obtain the written consent of its supervisory authorities prior to paying any cash dividends; and (v) submit periodic reports to the FDIC regarding various aspects of the foregoing actions. The minimum capital ratios established by the FDIC in the FDIC MOU are higher than the minimum and well-capitalized ratios generally applicable to all banks. However, the Bank will be deemed “well-capitalized” as long as it maintains its capital over the above noted required capital levels. As of December 31, 2013, the Bank’s Tier One Capital Ratio was 10.78% and Total Risk Based Capital Ratio was 17.61%, thus exceeding the levels required by the FDIC MOU. In addition, the Bank was in compliance with all of the FDIC MOU requirements. The FDIC MOU is discussed in more detail under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation-Recent Developments-Memorandum of Understanding”.

On July 7, 2011, the Company entered into the Written Agreement with the FRB. The Written Agreement was intended to enhance the ability of the Company to serve as a source of strength to the Bank. The Written Agreement’s requirements were in addition to those of the Bank’s Consent Order (which, as discussed above, has been terminated and replaced with the FDIC MOU) and required the Company to take specific steps regarding, among other things, compliance with the supervisory actions of its regulators, appointment of directors and senior executive officers, indemnification and severance payments to executive officers and employees, payment of debt or dividends and quarterly reporting.

As of May 3, 2013, as a result of the steps the Company took in complying with the Written Agreement and improvement in the overall condition of the Company, the FRB terminated the Written Agreement and replaced it with the FRB MOU, which became effective May 29, 2013, after approval by the Company’s Board of Directors and upon final execution by the FRB. The FRB MOU is a step down in corrective action requirements as compared to the Written Agreement and reflects an improvement in the overall condition of the Company from “troubled” to “less than satisfactory”. The FRB MOU requires the Company, among other things, to (i) preserve its cash; (ii) obtain the written consent of its supervisory authorities prior to paying any dividends with respect to its common or preferred stock or trust preferred securities, purchasing or redeeming any shares of its stock or incurring, increasing or guaranteeing any debt; and (iii) submit quarterly reports to the FRB regarding the Company’s actions to comply with the requirements of the FRB MOU. As of December 31, 2013 the Company was in compliance with all of the FRB MOU requirements.

Restrictions on Transactions with Affiliates and Insiders. Transactions between the Bank and its nonbanking subsidiaries and/or affiliates, including the Company, are subject to Section 23A of the Federal Reserve Act. In general, Section 23A imposes limits on the amount of such transactions, and also requires certain levels of collateral for loans to affiliated parties. It also limits the amount of advances to third parties which are collateralized by the securities or obligations of the Company or its subsidiaries.

Affiliate transactions are also subject to Section 23B of the Federal Reserve Act, which generally requires that certain transactions between the Bank and its affiliates be on terms substantially the same, or at least as favorable to the Bank, as those prevailing at the time for comparable transactions with or involving other nonaffiliated persons. The FRB has issued Regulation W, which codifies prior regulations under Sections 23A and 23B of the Federal Reserve Act and interpretive guidance with respect to affiliate transactions.

The restrictions on loans to directors, executive officers, principal shareholders and their related interests contained in the Federal Reserve Act and Regulation O apply to all insured institutions and their subsidiaries and holding companies. These restrictions include limits on loans to one borrower and conditions that must be met before such a loan can be made. There is also an aggregate limitation on all loans to such persons. These loans cannot exceed the institution’s total unimpaired capital and surplus, and the FDIC may determine that a lesser amount is appropriate.

Anti-Money Laundering Legislation. The Bank is subject to the Bank Secrecy Act and other anti-money laundering laws and regulations, including the USA Patriot Act of 2001. Among other things, these laws and regulations require the Bank to take steps to prevent the use of the Bank for facilitating the flow of illegal or illicit money, to report large currency transactions, and to file suspicious activity reports. The Bank is also required to carry out a comprehensive anti-money laundering compliance program. Violations can result in substantial civil and criminal sanctions. In addition, provisions of the USA Patriot Act require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions.

Community Reinvestment Act. The Community Reinvestment Act requires that, in connection with examinations of financial institutions within their respective jurisdictions, a financial institution’s primary federal regulator (FDIC for the Bank) shall evaluate the record of each financial institution in meeting the credit needs of its local community, including low and moderate income neighborhoods. These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these criteria could impose additional requirements and limitations on the Bank.

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 FRB’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 FRB have major effects upon the levels of bank loans, investments and deposits through its open market operations in United States government securities, through its regulation of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits. It is not possible to predict the nature or impact of future changes in monetary and fiscal policies.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. On July 21, 2010, the Dodd-Frank Act became law. The Dodd-Frank Act will have a broad impact on the financial services industry, including significant regulatory and compliance changes including, among other things:

enhanced authority over troubled and failing banks and their holding companies;

increased capital and liquidity requirements;

increased regulatory examination fees; and

specific provisions designed to improve supervision and safety and soundness by imposing restrictions and limitations on the scope and type of banking and financial activities.

In addition, the Dodd-Frank Act establishes a new framework for systematic risk oversight within the financial system that will be enforced by new and existing federal agencies, including the Financial Stability Oversight Counsel (“FSOC”), the FRB, the Office of Comptroller of the Currency, the FDIC, and the Consumer Financial Protection Bureau (“CFPB”). The following description briefly summarizes aspects of the Dodd-Frank Act that could impact the Company, both currently and prospectively.

Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revise the assessment base against which an insured depository institution’s deposit insurance premiums paid to the FDIC’s Deposit Insurance Fund (“DIF”) will be calculated. Under the amendments, the FDIC assessment base will no longer be the institution’s deposit base, but rather its average consolidated total assets less its average tangible equity. The Dodd-Frank Act also changes the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds by September 30, 2020.

Interest on Demand Deposits. The Dodd-Frank Act also provides that, effective one year after the date of its enactment, depository institutions may pay interest on demand deposits. Although we have not determined the ultimate impact of this aspect of the legislation, we expect interest costs associated with demand deposits to ultimately increase.

Trust Preferred Securities. The Dodd-Frank Act prohibits bank holding companies from including in their regulatory Tier 1 capital hybrid debt and equity securities issued on or after May 19, 2010. Among the hybrid debt and equity securities included in this prohibition are trust preferred securities, which we have issued in the past in order to raise additional Tier 1 capital and otherwise improve our regulatory capital ratios. Although we may continue to include our existing trust preferred securities as Tier 1 capital because they were issued before May 19, 2010, the prohibition on the use of these securities as Tier 1 capital may limit our ability to raise capital in the future.

The Consumer Financial Protection Bureau. The Dodd-Frank Act created the new, independent CFPB within the FRB. The CFPB’s responsibility is to establish, implement and enforce rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The CFPB has rulemaking authority over many of the statutes that govern products and services banks offer to consumers. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are more stringent than those regulations the CFPB will promulgate and state attorney generals will

have the authority to enforce consumer protection rules the CFPB adopts against state-chartered institutions and national banks. Compliance with any such new regulations established by the CFPB and/or states could reduce our revenue, increase our cost of operations, and could limit our ability to expand into certain products and services.

Debit Card Interchange Fees. The Dodd-Frank Act gives the FRB 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 such fees be reasonable and proportional to the actual cost of a transaction to the issuer. While we are not directly subject to these rules for so long as our assets do not exceed $10 billion, our activities as a debit card issuer may nevertheless be indirectly impacted by the change in the applicable debit card market caused by these regulations, which may require us to match any new lower fee structure implemented by larger financial institutions in order to remain competitive. Such lower fees could impact the revenue we earn from debit interchange fees.

Increased Capital Standards and Enhanced Supervision. The Dodd-Frank Act requires the federal banking agencies to establish minimum leverage and risk-based capital requirements for banks and bank holding companies. These new standards will be no less strict than existing regulatory capital and leverage standards applicable to insured depository institutions and may, in fact, become higher once the agencies promulgate the new standards. Compliance with heightened capital standards may reduce our ability to generate or originate revenue-producing assets and thereby restrict revenue generation from banking and non-banking operations.

Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions,” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.

Transactions with Insiders. The Dodd-Frank Act expands insider transaction limitations through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending and borrowing transactions. The Dodd-Frank Act also places restrictions on certain asset sales to and from an insider of an institution, including requirements that such sales be on market terms and, in certain circumstances, receive the approval of the institution’s board of directors.

Enhanced Lending Limits. The Dodd-Frank Act strengthens the existing limits on a depository institution’s credit exposure to one borrower. Federal banking law currently limits a national bank’s ability to extend credit to one person or group of related persons to an amount that does not exceed certain thresholds. The Dodd-Frank Act expands the scope of these restrictions to include credit exposure arising from derivative transactions, repurchase agreements and securities lending and borrowing transactions. It also will eventually prohibit state-chartered banks from engaging in derivative transactions unless the state lending limit laws take into account credit exposure to such transactions.

Corporate Governance. The Dodd-Frank Act addresses many corporate governance and executive compensation matters that will affect most U.S. publicly traded companies, including the Company. Among other things the Dodd-Frank Act:

grants shareholders of U.S. publicly traded companies an advisory vote on executive compensation;

enhances independence requirements for compensation committee members;

requires a public company to inform investors the reason why the same person is to serve as chairman of the board of directors and chief executive officer, or why different individuals are to serve as chairman of the board of directors and chief executive officer;

requires companies listed on national securities exchanges to adopt clawback policies for incentive-based compensation plans applicable to executive officers; and

provides the SEC with authority to adopt proxy access rules that would allow shareholders of publicly traded companies to nominate candidates for election as directors and require such companies to include such nominees in its proxy materials.

Many of the requirements of the Dodd-Frank Act will be subject to implementation over the course of several years. While we do not currently expect the final requirements of the Dodd-Frank Act to have a material adverse impact on the Company, we do expect them to negatively impact our profitability, require changes to certain of our business practices, including limitations on fee income opportunities, and impose more stringent capital, liquidity

and leverage requirements upon the Company. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements.

Automated Overdraft Payment Regulation. The Federal Reserve and FDIC have recently enacted consumer protection regulations related to automated overdraft payment programs offered by financial institutions. In November 2009, the Federal Reserve amended its Regulation E to prohibit financial institutions, including the Company, from charging consumers fees for paying overdrafts on automated teller machine and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions. The Regulation E amendments also require financial institutions to provide consumers with a notice that explains the financial institution’s overdraft services, including the fees associated with the service and the consumer’s choices. We have completed implementation of the changes as required by the Regulation E amendments, which resulted in a reduction of overdraft fees that we were able to collect during the second half of 2010.

In November 2010, the FDIC supplemented the Regulation E amendments by requiring FDIC-supervised institutions, including the Company, to implement additional changes relating to automated overdraft payment programs by July 1, 2011. The most significant of these changes require financial institutions to monitor overdraft payment programs for “excessive or chronic” customer use and undertake “meaningful and effective” follow-up action with customers that overdraw their accounts more than six times during a rolling 12-month period. The additional guidance also imposes daily limits on overdraft charges, requires institutions to review and modify check-clearing procedures, prominently distinguish account balances from available overdraft coverage amounts and requires increased board and management oversight regarding overdraft payment programs. We implemented the changes required by the FDIC guidance by July 1, 2011.

We cannot predict what other legislation might be enacted or what other regulations or assessments might be adopted.

Legislative, Legal and Regulatory Developments. The banking industry is generally subject to extensive regulatory oversight. The Company, as a publicly held bank holding company, and the Bank, as a state-chartered bank with deposits insured by the FDIC, are subject to a number of laws and regulations. Many of these laws and regulations have undergone significant change in recent years. These laws and regulations impose restrictions on activities, minimum capital requirements, lending and deposit restrictions and numerous other requirements. Future changes to these laws and regulations, and other new financial services laws and regulations, are likely and cannot be predicted with certainty. The United States Congress and the President have proposed a number of new regulatory initiatives. Future legislative or regulatory change, or changes in enforcement practices or court rulings, may have a dramatic and potentially material adverse impact on the Company and the Bank and other subsidiaries.

Item 1A. Risk Factors

If we fail to effectively comply with regulatory orders, it could adversely affect our financial condition and results of operations.

We intended to promptly address, and have promptly addressed, the issues raised by our regulators in connection with the FDIC MOU and the FRB MOU. Our prospects must be considered in light of the risks, expenses and difficulties of promptly addressing these issues. In order to appropriately address the issues identified in the FDIC MOU and the FRB MOU, we must, among other things:

improve our credit quality;

return to sustained profitability;

build our customer base focusing on profitable customer relationships;

attract sufficient core deposits to reduce our reliance on brokered deposits and borrowed funds to fund our loan growth;

attract and retain qualified bank management; and

build sufficient regulatory capital.

Our ability to achieve these goals will depend on a variety of factors including the continued availability of desirable and profitable business opportunities, the competitive responses from other financial institutions in our market areas and our ability to manage our responses to these issues. Failure to comply with the requirements of the FDIC MOU and the FRB MOU- particularly capital requirements — could result in further adverse regulatory action and restrictions on our activities which could have a material adverse effect on our business, future prospects, financial condition or results of operations. Further, the ability to operate as a going concern could be negatively impacted.

Given the depressed market value of our common stock, if we were required to raise additional capital, it could have a severe dilutive effect on the existing holders of our common stock and adversely affect the market price of our common stock.

As of December 31, 2013, we had 7,513,308 shares of additional authorized common stock available for issuance, and 189,507 shares of additional authorized preferred stock available for issuance. We are not restricted from issuing additional authorized shares of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, our common stock. We, as well as our banking regulators, continue to regularly perform a variety of capital analyses on the Company and the Bank, in particular taking into account our regulatory capital ratios, financial condition and other relevant factors. If it becomes appropriate in order to maintain or increase our capital levels, we may feel compelled to issue in public or private transactions additional shares of common stock or other securities that are convertible into, or exchangeable for, or that represent the right to receive, our common stock. Shareholders of our common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series. Therefore, the issuance of any additional shares of common stock or securities convertible into or exchangeable for common stock or that represent the right to receive common stock, or the exercise of such securities, could substantially dilute the holdings of existing common shareholders. The market price of our common stock could also decline as a result of sales or anticipation of such sales.

The current economic environment poses significant challenges for the Company and could adversely affect its financial condition and results of operations.

There has been significant disruption and volatility in the financial and capital markets since 2007. The financial markets and the financial services industry in particular suffered unprecedented disruption, causing a number of institutions to fail or require government intervention to avoid failure. These conditions were largely the result of the erosion of the U.S. and global credit markets, including a significant and rapid deterioration in the mortgage lending and related real estate markets. Dramatic declines in the housing markets from 2007 through 2011, with falling home prices and increasing foreclosures and unemployment, resulted in significant write-downs of asset values by financial institutions. In 2011, the Company’s losses were mainly attributed to increased loan loss provisions and FDIC assessments. Additional declines in real estate values, home sales volumes, and financial stress on borrowers as a result of the uncertain economic environment could have an adverse effect on the Company’s borrowers or their customers, which could adversely affect the Company’s financial condition and results of operations. A worsening of these conditions would likely exacerbate the adverse effects on the Company and others in the financial institutions industry. There can be no assurance that the economic conditions that have adversely affected the financial services industry, and the capital, credit and real estate markets generally, have ended, in which case the Company could experience losses, write-downs of assets, further impairment charges of investment securities and capital and liquidity constraints or other business challenges. A further deterioration in local economic conditions, particularly within the Company’s geographic regions and markets, could drive losses beyond that which is provided for in its allowance for loan losses. The Company may also face the following risks in connection with these events:


	•	Economic conditions that negatively affect housing prices and the job market have resulted, and may continue to result, in deterioration in credit quality of the Company’s loan portfolios, and such deterioration in credit quality has had, and could continue to have, a negative impact on the Company’s business.

	•	Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates on loans and other credit facilities.

	•	The processes the Company uses to estimate allowance for loan losses and reserves may no longer be reliable because they rely on complex judgments, including forecasts of economic conditions, which may no longer be capable of accurate estimation.

	•	The Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches it uses to select, manage, and underwrite its customers become less predictive of future charge-offs.

	•	The Company expects to face increased regulation of its industry, and compliance with such regulation may increase its costs, limit its ability to pursue business opportunities, and increase compliance challenges.

If the above conditions or similar ones exist or worsen, the Company could experience adverse effects on its financial condition and results of operations.

Our business is subject to the success of the local economies where we operate.

Our success significantly depends upon the growth in population, income levels, deposits, residential real estate stability and housing starts in our market areas. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally are unfavorable, our business may not succeed. Adverse economic conditions in our specific market areas could cause us to continue to experience negative, or limited, growth, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations. Moreover, we cannot give any assurance that we will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur.

Adverse market or economic conditions in South Carolina may increase the risk that our borrowers will be unable to timely make their loan payments. In addition, the market value of the real estate securing loans as collateral has been and may continue to be adversely affected by continued unfavorable changes in market and economic conditions. As of December 31, 2013, 82.4% of our loans held for investment were for real estate purposes. Of this 82.4% amount, 15.8% were commercial construction and land development loans, 32.3% were residential loans, 20.0% were owner occupied commercial real estate loans and 32.0% were non-owner occupied commercial real estate loans. We experienced elevated payment delinquencies with respect to these loans throughout 2011, which negatively impacted our results of operations in that year. A new period of increased payment delinquencies, foreclosures or losses caused by adverse market or economic conditions in the state of South Carolina could adversely affect the value of our assets, revenues, results of operations and financial condition. However, payment delinquencies declined significantly in 2012 and 2013.

We are exposed to credit risk in our lending activities.

There are inherent risks associated with our lending and trading activities. Repayment of loans to individuals and business entities, our largest asset group, depend on the willingness and ability of borrowers to perform as contracted. A material adverse change in the ability of a significant portion of our borrowers to meet their obligations, due to changes in economic conditions, interest rates, natural disasters, acts of war or other causes over which we have no control, could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans, resulting in a material adverse impact on our earnings and financial condition. We are subject to various laws and regulations that affect our lending activities. Failure to comply with applicable laws and regulations could subject us to regulatory enforcement action that could result in the assessment against us of civil money or other penalties.

Our allowance for loan losses may not be adequate to cover actual losses.

In accordance with accounting principles generally accepted in the United States, we maintain an allowance for loan losses to provide for loan defaults and non-performance. Our allowance for loan losses may not be adequate to cover actual credit losses. Future provisions for credit losses could materially and adversely affect our operating results. Our allowance for loan losses is based on prior experience, as well as an evaluation of the risks in the current portfolio. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates that may be beyond our control. These losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review our loans and allowance for loan losses. While we believe that our allowance for loan losses is adequate to cover current losses, we cannot assure you that we will not further increase the allowance for loan losses. Either of these occurrences could materially adversely affect our earnings.

We could sustain losses if our asset quality declines.

Our earnings are affected by our ability to properly originate, underwrite and service loans. We could sustain losses if we incorrectly assess the creditworthiness of our borrowers or fail to detect or respond to deterioration in asset quality in a timely manner. Recent problems with asset quality have caused, and could continue to cause, our interest income and net interest margin to decrease and our provisions for loan losses to increase, which could adversely affect our results of operations and financial condition. Increases in non-performing loans would reduce net interest income below levels that would exist if such loans were performing.

Our loan portfolio includes an elevated, although shrinking, level of residential construction and land development loans, which loans generally have a greater credit risk than residential mortgage loans.

The Bank engages in both traditional single-family residential lending and residential construction and land development loans to developers. The percentage of construction and land development loans to developers in the Bank’s portfolio was 13.0% and 13.9% of total loans at December 31, 2013 and December 31, 2012, respectively. This type of lending is generally considered to have more complex credit risks than traditional single-family residential lending because the principal

is concentrated in a limited number of loans with repayment dependent on the successful operation of the related real estate project. Consequently, these loans are more sensitive to the current adverse conditions in the real estate market and the general economy. These loans are generally less predictable and more difficult to evaluate and monitor and collateral may be difficult to dispose of in a market decline. Furthermore, during adverse general economic conditions, borrowers involved in the residential real estate construction and development business may suffer above normal financial strain. To the extent repayment is dependent upon the sale of newly constructed homes or of lots, such sales may be at lower prices or at a slower rate than as expected when the loan was made. Adverse economic and real estate market conditions may lead to further increases in non-performing loans and other real estate owned, increased charge-offs from the disposition of non-performing assets, and increases in provision for loan losses, all of which would negatively impact our financial condition and results of operations.

We have elevated levels of other real estate, primarily as a result of foreclosures, and thus anticipate we will continue to have elevated levels of foreclosed real estate expense.

As we have begun to resolve non-performing real estate loans, our level of foreclosed properties, primarily those acquired from builders and from residential land developers, has become elevated. Although the level decreased from 2012 to 2013, they are still considered elevated. Foreclosed real estate expense consists of three types of charges: maintenance costs, valuation adjustments due to new appraisal values and gains or losses on disposition. These charges will likely remain elevated, negatively affecting our results of operations.

Changes in prevailing interest rates may reduce our profitability.

Changes in the interest rate environment may reduce our profits. It is expected that we will continue to realize income from the differential or “spread” between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans; rising interest rates generally are associated with a lower volume of loan originations. We cannot assure you that we can minimize our interest rate risk. While an increase in the general level of interest rates may increase our net interest margin and loan yield, it may adversely affect the ability of certain borrowers with variable rate loans to pay the interest on and principal of their obligations. Accordingly, changes in levels of market interest rates could materially and adversely affect our net interest spread, asset quality, loan origination volume and overall profitability.

Changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which we are perceived in such markets, may adversely affect our financial results.

In general, the amount, type and cost of our funding (whether from other financial institutions, the capital markets or deposits), directly impacts our cost of operating our business and growing our assets which can positively or negatively affect our financial results. A number of factors could make funding more difficult, more expensive or unavailable on any terms, including, but not limited to, financial results and losses, changes within our organization, specific events that adversely impact our reputation, disruptions in the capital markets, specific events that adversely impact the financial services industry, counter party availability, changes affecting our assets, the corporate and regulatory structure, interest rate fluctuations, general economic conditions, and the legal, regulatory, accounting and tax environments governing our funding transactions. Also, we compete for funding with other banks and similar companies, many of which are substantially larger and have more capital and other resources than we do. In addition, as some of the competitors consolidate with other financial institutions, these advantages may increase. Competition from these institutions may increase the cost of funds.

If we were to experience losses at levels that we experienced during 2011 we may need to raise additional capital in the future. We may also need to raise capital to support our growth. However, that capital may not be available when it is needed.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. While we believe our capital resources will satisfy our capital requirements for the foreseeable future, we may at some point, if we were to experience significant losses, need to raise additional capital to support or strengthen our capital position. We also may need additional capital to grow the Bank, particularly if regulators were to raise capital requirements.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot assure our shareholders that we will be able

to raise additional capital if needed on terms acceptable to us. If we cannot raise additional capital when needed, we may be subject to increased regulatory restrictions, including restrictions on our ability to expand our operations.

Our ability to maintain required capital levels and adequate sources of funding and liquidity could be impacted by changes in the capital markets and deteriorating economic and market conditions.

The Company and the Bank are required to maintain certain capital levels established by banking regulations or specified by bank regulators. We must also maintain adequate funding sources in the normal course of business to support our operations and fund outstanding liabilities. Our ability to maintain capital levels, sources of funding and liquidity could be impacted by changes in the capital markets and deteriorating economic and market conditions. Failure by the Bank to meet applicable capital guidelines or to satisfy certain other regulatory requirements could subject the Bank to a variety of enforcement remedies available to the federal regulatory authorities, including the termination of deposit insurance by the FDIC.

Liquidity needs could adversely affect our results of operations and financial condition.

We rely on dividends from the Bank as our primary source of funds. The primary source of funds of the Bank are customer deposits, mortgage backed investment repayments and loan repayments. While scheduled mortgage backed repayments and loan repayments are a relatively stable source of funds, they are subject to the ability of borrowers to repay the loans which may be more difficult in economically challenging environments. The ability of borrowers to repay loans can be adversely affected by a number of factors, including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and international instability. Additionally, deposit levels may be affected by a number of factors, including rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, our financial condition and general economic conditions. Accordingly, we may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund operations. Such sources include FHLB advances and federal funds lines of credit from correspondent banks. While we believe that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands. We may be required to continue to reduce our asset size, slow or discontinue capital expenditures or other investments or liquidate assets should such sources not be adequate.

We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects.

We currently depend heavily on the services of our key management personnel. These key officers have important client relationships or are otherwise instrumental to our operations. The loss of key personnel could materially and adversely affect our results of operations and financial condition. Our success also depends in part on our ability to attract and retain additional qualified management personnel. Competition for such personnel is strong in the banking industry and in our particular market. We may not be successful in attracting or retaining the personnel we desire.

The limitations on bonuses, retention awards, severance payments and incentive compensation contained in ARRA may adversely affect our ability to retain our highest performing employees.

For so long as any equity securities that we issued to the U.S. Treasury under the CPP remain outstanding, ARRA and regulations issued thereunder, including the IFR, severely restrict bonuses, retention awards, severance and change in control payments and other incentive compensation payable to our most highly compensated employees. It is possible that we may be unable to create a compensation structure that permits us to retain such officers or other key employees or recruit additional employees, especially if we are competing against institutions that are not subject to the same restrictions. Failure to retain our key employees could materially adversely affect our business and results of operations.

The passage of the Dodd-Frank Act may result in lower revenues and higher costs.

On July 21, 2010, President Obama signed into law the Dodd-Frank Act. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial services industry, addressing, among other things, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection, interchange fees, derivatives, lending limits, and changes among the bank regulatory agencies. Many of these provisions are subject to further study, rule making, and the discretion of regulatory bodies, such as the Financial Stability Oversight Council, which will regulate the systemic risk of the financial system. While we do not currently expect the final requirements of the Dodd-Frank Act to have a material adverse impact on the Company, we do expect them to negatively impact our profitability, require changes to certain of our business practices, including limitations on fee income opportunities, and impose more stringent capital, liquidity and leverage

requirements upon the Company. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements.

Recently enacted consumer protection regulations related to automated overdraft payment programs could adversely affect our business operations, net income and profitability.

The Federal Reserve and FDIC recently enacted consumer protection regulations related to automated overdraft payment programs offered by financial institutions. We have implemented changes to our business practices relating to overdraft payment programs in order to comply with these regulations.

Implementing the changes required by these regulations will decrease the amount of fees we receive for automated overdraft payment services and adversely impact our noninterest income. Complying with these regulations has resulted in increased operational costs, which may continue to rise. The actual impact of these regulations in future periods could vary due to a variety of factors, including changes in customer behavior, economic conditions and other factors, which could adversely affect our business operations and profitability.

The Company and its subsidiaries are subject to extensive regulation, which could adversely affect them.

The Company and its subsidiaries’ operations are subject to extensive regulation and supervision by federal and state governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of the Company’s operations. Banking regulations governing the Company’s operations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not security holders. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Company in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products the Company may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on the Company’s business, financial condition and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. These laws, rules and regulations, or any other laws, rules or regulations, that may be adopted in the future, could make compliance more difficult or expensive, restrict the Company’s ability to originate, broker or sell loans, further limit or restrict the amount of commissions, interest or other charges earned on loans originated or sold by the Bank and otherwise adversely affect the Company’s business, financial condition or prospects.

National or state legislation or regulation may increase our expenses and reduce earnings.

Federal bank regulators are increasing regulatory scrutiny, and additional restrictions on financial institutions have been proposed by the President, regulators and Congress. Changes in federal legislation, regulation or policies, such as bankruptcy laws, deposit insurance, consumer protection laws, and capital requirements, among others, can result in significant increases in our expenses and/or charge-offs, which may adversely affect our earnings. Changes in state or federal tax laws or regulations can have a similar impact. Furthermore, financial institution regulatory agencies are expected to continue to be very aggressive in responding to concerns and trends identified in examinations, including the continued issuance of additional formal or informal enforcement or supervisory actions. If we were required to enter into such actions with our regulators, we could be required to agree to limitations or take actions that limit our operational flexibility, restrict our growth or increase our capital or liquidity levels. Failure to comply with any formal or informal regulatory restrictions, including informal supervisory actions, could lead to further regulatory enforcement actions. Negative developments in the financial services industry and the impact of recently enacted or new legislation in response to those developments could negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and adversely impact our financial performance. In addition, industry, legislative or regulatory developments may cause us to materially change our existing strategic direction, capital strategies, compensation or operating plans.

Changes in accounting policies and practices, as may be adopted by regulatory agencies, the Financial Accounting Standards Board, or other authoritative bodies, could materially impact our financial statements.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time, the regulatory agencies, the Financial Accounting Standards Board, and other authoritative bodies change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of

operations. Any changes to such reporting standards may also require us to invest resources to evaluate and make any changes necessary to comply with new reporting standards.

Our controls and procedures may fail or be circumvented, which could negatively affect our business.

Controls and procedures are particularly important for financial institutions. Management regularly reviews and updates our internal controls, disclosure controls procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse affect on our business, results of operations and financial condition.

Our directors and executive officers own a significant portion of our common stock.

Our directors and executive officers, as a group, beneficially owned 20.62% of our outstanding common stock as of March 5, 2014. As a result of their ownership, the directors and executive officers have the ability, by voting their shares in concert, to influence the outcome of matters submitted to our shareholders for approval, including the election of directors.

Our ability to pay cash dividends is limited, and we may be unable to pay future dividends even if we desire to do so.

Our ability to pay cash dividends is limited by regulatory restrictions, by our bank’s ability to pay cash dividends to our holding company and by our need to maintain sufficient capital to support our operations. The ability of the Bank to pay cash dividends to our holding company is limited by its obligation to maintain sufficient capital and by other restrictions on its cash dividends that are applicable to South Carolina state banks and banks that are regulated by the FDIC. If the Bank is not permitted to pay cash dividends to our holding company, it is unlikely that we would be able to pay cash dividends on our common stock.

The Company’s ability to pay dividends on its common stock is limited by the Company’s participation in the CPP and by certain statutory or regulatory limitations. Prior to January 30, 2012, unless the Company has redeemed the Series 2009-SP Preferred Stock and the Series 2009-WP Preferred Stock or the Treasury has transferred the Series 2009-SP Preferred Stock and Series 2009-WP Preferred Stock to a third party, the consent of the Treasury will be required for the Company to declare or pay any dividend or make any distribution on its common stock (other than regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of common stock an intention to declare, on the Company’s common stock prior to November 17, 2008). Subsequent to January 30, 2012 and prior to January 30, 2019, the foregoing restrictions will likewise be effective, except that generally the Company would be limited to a common stock dividend not in excess of 103% of the per share dividends in effect for the immediately prior fiscal year. Prior to January 30, 2019, unless the Company has redeemed the Series 2009-SP Preferred Stock and the Series 2009-WP Preferred Stock or the Treasury has transferred all of such stock to a third party, the consent of the Treasury will be required for us to redeem, purchase or acquire any shares of our common stock, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the purchase agreement with the Treasury. Furthermore, if the Company is not current in the payment of quarterly dividends on the Series 2009-SP Preferred Stock and the Series 2009-WP Preferred Stock, it cannot pay dividends on its common stock.

On January 31, 2013, the Bank entered into the FDIC MOU with the FDIC and the South Carolina Board of Financial Institutions. Among other things, the FDIC MOU prohibits the Bank from declaring or paying any dividends without the prior written approval of the FDIC and the South Carolina Board of Financial Institutions. Also, as previously disclosed, the Company entered into the FRB MOU with the Federal Reserve Bank of Richmond which requires that the Company seek permission from the Federal Reserve prior to paying any dividends.

A limited trading market exists for our common stock which could lead to price volatility.

Our common stock trades in the over the counter market and is reported on the OTC Bulletin Board. The limited trading market for our common stock may cause fluctuations in the market value of our common stock to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market of our common stock. In addition, even if a more active market in our common stock develops, we cannot assure you that such a market will continue or that shareholders will be able to sell their shares.

Holders of the Series 2009-SP and Series 2009-WP preferred stock have rights that are senior to those of our common shareholders.

The Series 2009-SP and Series 2009-WP preferred stock that we have issued to the U.S. Treasury is senior to our shares of common stock, and holders of the Series 2009-SP and Series 2009-WP preferred stock have certain rights and preferences that are senior to holders of our common stock. So long as any shares of the Series 2009-SP and Series 2009-WP preferred stock remain outstanding, unless all accrued and unpaid dividends on shares of the Series 2009-SP and Series 2009-WP preferred stock for all prior dividend periods have been paid or are contemporaneously declared and paid in full, no dividend whatsoever shall be paid or declared on our common stock, other than a dividend payable solely in common stock. On January 6, 2011, the Company gave notice to the U.S. Treasury Department that the Company was suspending the payment of regular quarterly cash dividends on its preferred stock, beginning with the February 15, 2011 dividend. Accordingly, the Company may not pay a dividend to its common shareholders until all accrued and unpaid dividends have been paid to the U.S. Treasury Department.

The Series 2009-SP and Series 2009-WP preferred stock is entitled to a liquidation preference over shares of our common stock in the event of our liquidation, dissolution or winding up. Furthermore, in the event that we fail to pay dividends on the Series 2009-SP and Series 2009-WP preferred stock for an aggregate of six quarterly dividend periods or more (whether or not consecutive), the authorized number of directors then constituting our board of directors may be increased by two. Holders of the Series 2009-SP and Series 2009-WP preferred stock, together with the holders of any outstanding parity stock with like voting rights, referred to as voting parity stock, voting as a single class, would be entitled to elect the two additional members of our board of directors, referred to as the preferred stock directors, at the next annual meeting (or at a special meeting called for the purpose of electing the preferred stock directors prior to the next annual meeting) and at each subsequent annual meeting until all accrued and unpaid dividends for all past dividend periods have been paid in full. As of December 31, 2013, we have failed to pay dividends on the Series 2009-SP and Series 2009-WP TARP preferred stock for twelve quarterly dividend periods. As a result, the U.S. Treasury Department has the right to elect two of the Company’s directors; however, the U.S. Treasury Department has not acted upon their right to elect two directors.

We face strong competition from financial services companies and other companies that offer banking services which could negatively affect our business.

We conduct our banking operations primarily in the counties of Greenville and Spartanburg located in upstate South Carolina. Increased competition in this market may result in reduced loans and deposits. Ultimately, we may not be able to compete successfully against current and future competitors. Many competitors offer similar banking services that we offer in our service area. These competitors include national banks, regional banks and other community banks. We also face competition from many other types of financial institutions, including without limitation, savings and loan institutions, finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. In particular, our competitors include several major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and ATMs and conduct extensive promotional and advertising campaigns.

Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger customers. Areas of competition include interest rates for loans and deposits, efforts to obtain deposits, and range and quality of products and services provided, including new technology-driven products and services. Technological innovation continues to contribute to greater competition in domestic and international financial services markets as technological advances enable more companies to provide financial services. We also face competition from out-of-state financial intermediaries that have opened low-end production offices or that solicit deposits in our market areas. If we are unable to attract and retain banking customers, we may be unable to continue to grow our loan and deposit portfolios and our results of operations and financial condition may otherwise be adversely affected.

Our information systems may experience an interruption or breach in security, which could materially negatively impact our operations and the confidence and good will of our customers.

We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of those systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. The occurrence of any failures, interruptions or security breaches or of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse affect on our financial condition and results of operations.

We must respond to rapid technological changes and these changes may be more difficult or expensive to effectuate than anticipated.

If competitors introduce new products and services embodying new technologies, or if new industry standards and practices emerge, our existing product and service offerings, technology and systems may become obsolete. Further, if we fail to adopt or develop new technologies or to adapt our products and services to emerging industry standards, we may lose current and future customers, which could have a material adverse effect on our business, financial condition and results of operations. The financial services industry is changing rapidly and in order to remain competitive, we must continue to enhance and improve the functionality and features of our products, services and technologies. These changes may require significant capital expenditures and prove to be more difficult or expensive to implement than we anticipate.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties

As of December 31, 2013, the Bank’s properties consisted of the following four banking facilities, which we believe are fully suitable and adequate for the conduct of our business:

Our corporate headquarters and main office located at 1111 West Poinsett Street, Greer, South Carolina 29650.

A branch with our operations functions located at 601 North Main Street, Greer, South Carolina 29650.

A branch located at 871 South Buncombe Road, Greer, South Carolina 29650.

A branch located at 3317 Wade Hampton Boulevard, Taylors, South Carolina 29687.

All buildings and properties, except the land at the Taylors location, are owned by the Bank without encumbrances. The land at the Taylors location is owned by the Company and is leased to the Bank. Because the Company reports all activities as one business segment, this one segment uses all of our properties described above.

Item 3. Legal Proceedings

Neither the Company nor the Bank is a party to, nor is any of their property the subject of, any material pending legal proceedings.

PART II

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

Stock Information and Dividend History

The common stock of the Company is traded in the over-the-counter market and quoted on the OTC Bulletin Board (symbol: GRBS). As of February 24, 2014 there were 1,105 record holders of our common stock, $5.00 par value per share.

The following table sets forth the high and low “bid” prices per share of the common stock for each quarterly period during the past two fiscal years, as reported on NASDAQ.com. Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.


	2013		2012
Quarter	High	Low	High	Low
First	$ 4.50	$ 3.55	$ 2.80	$ 1.35
Second	$ 9.00	$ 4.63	$ 4.50	$ 1.75
Third	$ 7.50	$ 4.63	$ 4.50	$ 2.75
Fourth	$ 6.50	$ 5.20	$ 4.00	$ 3.10

Holders of the Company’s common stock are entitled to receive dividends when, as and if declared by the Company’s Board of Directors out of funds legally available for dividends. Due to the uncertain nature of the current economic environment and certain regulatory restrictions on paying dividends, no cash dividends were declared on common stock in 2013 in order to prudently preserve capital levels. The Company’s ability to pay dividends to its shareholders in the future will depend on regulatory restrictions, its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, the Company’s ability to service any equity or debt obligations senior to its common stock, including its outstanding trust preferred securities and accompanying junior subordinated debentures and preferred stock and other factors deemed relevant by the Company’s Board of Directors. In addition, in order to fund dividends payable to shareholders, the Company generally must receive cash dividends from the Bank. The payment of dividends by the Bank is subject to regulations of the South Carolina Board of Financial Institutions. These regulations are discussed under “Item 1. Business-Supervision and Regulation-Greer State Bank.” Accordingly, the payment of dividends in the future is subject to earnings, capital requirements, financial condition and such other factors as the Board of Directors of the Company, the Commissioner of Banking for South Carolina and the FDIC may deem relevant.

The preferred stock issued to the U.S. Treasury in January 2009 also contains general restrictions on the Company’s payment of dividends. These restrictions are discussed more fully under “Item 1. Business-Supervision and Regulation-Greer Bancshares Incorporated.” The preferred stock also prohibits the Company from paying any dividends on its common stock if it is not current in the payment of quarterly dividends on the two series of preferred stock held by the U.S. Treasury Department. On January 6, 2011, the Company gave notice to the U.S. Treasury Department that the Company was suspending the payment of regular quarterly cash dividends on the cumulative perpetual preferred stock issued as part of the Troubled Assets Relief Program (“TARP”), beginning with the February 15, 2011 dividend, and the suspension remains in effect as of the date of this report. Accordingly, the Company may not pay a dividend to its common shareholders until all accrued and unpaid dividends have been paid to the U.S. Treasury Department. The Company’s failure to pay a total of six such dividends, whether or not consecutive, also gives the U.S. Treasury Department the right to elect two directors to the Company’s Board of Directors. That right would continue until the Company pays all due but unpaid dividends. The Company has failed to pay twelve such dividends as of December 31, 2013. As a result, the U.S. Treasury Department has the right to elect two of the Company’s directors; however, the U.S. Treasury Department has not acted upon their right to elect two directors.

As discussed under “Item 1. Business-Supervision and Regulation-Greer State Bank” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments-Memorandum of Understanding,” on January 31, 2013, the Bank entered into the FDIC MOU with the FDIC and the South Carolina Board of Financial Institutions. Among other things, the FDIC MOU prohibits the Bank from declaring or paying any dividends without the prior written approval of the FDIC and the South Carolina State banking regulator. Also, as previously disclosed, the Company entered into the FRB MOU with the Federal Reserve Bank of Richmond which requires that the Company seek permission from the Federal Reserve prior to paying any dividends.

The Equity Plan Compensation information required by Item 201(d) of Regulation S-K is incorporated by reference to Item 12 of this Annual Report on Form 10-K.

Item 6. Selected Financial Data

The following table sets forth certain selected financial data concerning Greer Bancshares Incorporated. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operation and the consolidated financial statements and the notes to the consolidated financial statements.

December 31,	2013			2012		2011			2010			2009
(Dollars in thousands, except per share data)
SUMMARY OF OPERATIONS
Interest and fee income	$	13,028		$	14,468	$	17,213		$	19,880		$	21,781
Interest expense		2,805			3,963		6,196			8,553			10,478
Net interest income		10,223			10,505		11,017			11,327			11,303
Provision for loan losses		(1,700	)		—		3,719			6,675			5,185
Net interest income after provision for loan losses		11,923			10,505		7,298			4,652			6,118
Noninterest income		2,718			5,411		3,884			5,236			3,326
Noninterest expense		9,481			10,791		13,324			12,866			10,591
Income tax expense (benefit)		(3,801	)		216		—			4,318			(636	)
Net income (loss)	$	8,961		$	4,909	$	(2,142	)	$	(7,296	)	$	(511	)
Dividends and accretion on preferred stock		752			723		652			642			581
Net income (loss) available to common shareholders	$	8,209		$	4,186	$	(2,794	)	$	(7,938	)	$	(1,092	)

PER COMMON SHARE DATA
Earnings (Loss):
Basic	$	3.30		$	1.68	$	(1.12	)	$	(3.19	)	$	(.44	)
Diluted		3.30			1.68		(1.12	)		(3.19	)		(.44	)
Cash dividends declared per common share		—			—		—			—			—
Book value		6.37			5.06		3.38			3.27			7.21
Weighted average common shares outstanding:
Basic		2,486,692			2,486,692		2,486,692			2,486,692			2,486,692
Diluted		2,486,692			2,486,692		2,486,692			2,486,692			2,486,692

SELECTED ACTUAL YEAR END BALANCES
Total assets	$	358,895		$	360,709	$	383,511		$	456,767		$	476,791
Loans		187,159			196,469		226,802			270,000			307,393
Allowance for loan losses		3,260			4,429		6,747			7,495			6,315
Available for sale securities		142,952			136,310		129,857			132,813			124,984
Deposits		253,388			261,439		281,701			319,916			297,230
Borrowings		63,000			60,100		64,000			102,500			135,493
Subordinated debt		11,341			11,341		11,341			11,341			11,341
TARP Preferred Stock		10,482			10,352		10,234			10,126			10,029
Total Stockholders' equity (includes TARP)		26,333			22,940		18,638			18,261			27,953


December 31,	2013			2012			2011			2010			2009
*(Dollars in thousands, except per share data)*

SELECTED AVERAGE BALANCES
Assets	$	361,257		$	374,231		$	418,025		$	460,355		$	465,532
Deposits		264,257			276,799			305,246			311,656			291,892
Stockholders' equity		24,432			21,782			18,123			26,178			26,992

FINANCIAL RATIOS
Return on average assets		2.27	%		1.12	%		(0.67	)%		(1.72	)%		(.23	)%
Return on average equity		33.60	%		19.2	%		(15.42	)%		(30.32	)%		(4.05	)%
Average equity to average assets		6.76	%		5.82	%		4.34	%		5.69	%		5.80	%
Dividend payout ratio		N.M.			N.M.			N.M.			N.M.			N.M.

__________

N.M. — Not meaningful

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

Description of the Company’s Business

Greer State Bank (the “Bank”) was organized under a state banking charter in August 1988, and commenced operations on January 3, 1989. Greer Bancshares Incorporated is a South Carolina corporation formed in July 2001, primarily to hold all of the capital stock of the Bank. Greer Bancshares Incorporated and the Bank, its wholly-owned subsidiary, are herein collectively referred to as the “Company.” Sometimes, Greer Bancshares Incorporated is also referred to as the “Company”. In October 2004 and December 2006, Greer Capital Trust I and Greer Capital Trust II (the “Trusts”) were formed, respectively. The Trusts were formed as part of the process of the issuance of trust preferred securities. The Bank engages in commercial and retail banking, emphasizing the needs of small to medium businesses, professional concerns and individuals, primarily in Greer and surrounding areas in the upstate of South Carolina. Greer Bancshares Incorporated currently engages in no business other than owning and managing the Bank. Greer Financial Services, a division of the Bank, provides financial management services and non-deposit product sales.

Critical Accounting Policies

General

The financial condition and results of operations presented in the consolidated financial statements, the accompanying notes to the consolidated financial statements and this section are, to a large degree, dependent upon the Company’s accounting policies. The selection and application of these accounting policies involve judgments, estimates and uncertainties that are susceptible to change. Those accounting policies that are believed to be the most important to the portrayal and understanding of the Company’s financial condition and results of operations are discussed below. These critical accounting policies require management’s most difficult, subjective and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of a materially different financial condition or results of operations is a reasonable likelihood.

Income Taxes and Deferred Tax Asset

Income Taxes — The calculation of the provision for federal income taxes is complex and requires the use of estimates and judgments. There are two accruals for income taxes: 1) The income tax receivable represents the estimated amount currently due from the federal government and is reported as a component of “other assets” in the consolidated balance sheet; and 2) the deferred federal income tax asset or liability represents the estimated tax impact of temporary differences between how assets and liabilities are recognized under GAAP, and how such assets and liabilities are recognized under the federal tax code.

The effective tax rate is based in part on interpretation of the relevant current tax laws. Appropriate tax treatment of all transactions is reviewed taking into consideration statutory, judicial and regulatory guidance in the context of our tax positions. In addition, reliance is placed on various tax opinions, recent tax audits and historical experience.

Deferred Tax Asset —At December 31, 2013, our federal deferred tax asset was $6,628,000 with no valuation allowance. In considering whether a valuation allowance on deferred tax assets is needed, management considers all available evidence, including the length of time tax net operating loss carryforwards are available, the existence of available reversing temporary differences, the ability to generate future taxable income and available tax planning strategies. In 2009 the Company recorded a full valuation allowance on its net deferred tax assets because of its preceding poor earnings history and the inability to reasonably predict future taxable income caused by the volatility in the loan portfolio. Because of substantial improvement in the Company’s earnings and the quality of the Company’s loan portfolio over the past nine fiscal quarters, the Company does not believe a valuation allowance is now required. The Company is three years cumulatively profitable and has been profitable for the last nine quarters. The Company anticipates that it will generate income before income taxes at a sufficient level in the future to fully utilize all of its net operating loss carry forwards; however, there can be no assurance to this effect.

Allowance for Loan Losses

The allowance for loan losses is based on management’s ongoing evaluation of the loan portfolio and reflects an amount that, based on management’s judgment, is adequate to absorb inherent probable losses in the existing portfolio. Additions to the allowance for loan losses are provided by charges to earnings. Loan losses are charged against the allowance when the ultimate uncollectibility of the loan balance is determined. Subsequent recoveries, if any, are credited to the allowance.

Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of the examination process, periodically review the allowance for loan losses. Such agencies may require additions to the allowance based on their judgments about information available to them at the time of their examination.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. 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. 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, individual consumer and residential loans are not separately identified for impairment.

Other Real Estate Owned

The Company values other real estate owned that is acquired in settlement of loans at the net realizable value at the time of foreclosure. Management obtains updated appraisals on such properties as necessary, and reduces those values for selling costs. While management uses the best information available at the time of the preparation of the financial statements in valuing the other real estate owned, it is possible that in future periods the Company will be required to recognize reductions in estimated fair values of these properties. Additional information about our other real estate owned, including our estimates of fair value as of December 31, 2013 and 2012 is included in Note 17 of our financial statements included in Item 8 below, which information is incorporated herein by reference.

Recent Developments

Memorandum of Understanding

On March 1, 2011, the Bank entered into the Consent Order with the FDIC and the S.C. Bank Board. The Consent Order required the Bank to take specific steps regarding, among other things, its management, capital levels, asset quality, lending practices, liquidity and profitability in order to improve the safety and soundness of the Bank’s operations, each as described and set forth in the Consent Order.

As of March 20, 2013, the FDIC and S.C. Bank Board terminated the Consent Order and replaced it with the Memorandum of Understanding (“FDIC MOU”), which became effective on January 31, 2013. The FDIC MOU is based on the findings of the FDIC during their on-site examination of the Bank as of October 15, 2012. The FDIC MOU is a step down in corrective action requirements as compared to the Consent Order. The FDIC MOU requires the Bank, among other things, to (i) prepare and submit annual, comprehensive budgets; (ii) maintain a minimum 8% Tier one leverage capital ratio and a minimum 10% Total Risk based capital ratio; (iii) take various specified actions to continue to reduce classified assets; (iv) obtain the written consent of its supervisory authorities prior to paying any cash dividends; and (v) submit periodic reports to the FDIC regarding various aspects of the foregoing actions. The minimum capital ratios established by the FDIC in the FDIC MOU are higher than the minimum and well-capitalized ratios generally applicable to all banks. However, the Bank will be deemed “well-capitalized” as long as it maintains its capital over the above noted required capital levels. As of December 31, 2013, the Bank’s Tier One Capital Ratio was 10.78% and Total Risk Based Capital Ratio was 17.61%, thus exceeding the levels required by the FDIC MOU. In addition, as of December 31, 2013, the Bank was in compliance with all of the FDIC MOU requirements.

A copy of the Stipulation and the Consent Order are attached collectively as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 7, 2011. The brief description of the material terms of the Stipulation and the Consent Order set forth above does not purport to be complete and is qualified by reference to the full text of the Stipulation and the Consent Order.

A copy of the FDIC MOU is attached as exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 25, 2013. The brief description of the material terms of the FDIC MOU set forth above does not purport to be complete and is qualified by reference to the full text of the FDIC MOU.

Given its strategy of seeking to improve the Company’s and Bank’s capital positions, as well as the capital requirements and restrictions contained in the FRB MOU, the Company has no plans to pay dividends or engage in any of the other restricted capital and financing activities described above.

Management does not believe that the FRB MOU will have a significant impact on the Bank’s lending and deposit operations, which will continue to be conducted in the usual and customary manner.

Deferral of Preferred Dividends and Trust Preferred Interest

On January 3, 2011, the Company gave notice of its election pursuant to the terms of its two issues of trust preferred securities, to defer payments of interest on such securities beginning in January 2011. The outstanding trust preferred securities total $11.3 million. The Company is permitted to defer paying such interest for up to twenty consecutive quarters. As of December 31, 2013, the Company had accrued and owed a total of $885,000 of interest payments on the two junior subordinated debentures. As a condition to deferring payments of interest, the Company is generally prohibited from paying any dividends on its capital stock until deferred interest has been paid. Accordingly, so long as trust preferred interest is deferred, the Company is prohibited from paying dividends on its common stock or the Company's preferred stock issued to the U.S. Treasury Department as part of the Troubled Assets Relief Program (the "TARP Preferred").

On January 6, 2011, the Company also gave notice to the U.S. Treasury Department that the Company is suspending the payment of regular quarterly cash dividends on the TARP Preferred. Dividends under the TARP Preferred accumulate and compound when not paid. As of December 31, 2013, the outstanding principal amount of the TARP Preferred was approximately $10.5 million. The Company's failure to pay a total of six such dividends, whether or not consecutive, gives the U.S. Treasury Department the right to elect two directors to the Company's Board of Directors. That right would continue until the Company pays all due but unpaid dividends. As of December 31, 2013 the Company has failed to pay twelve such dividends. As a result, the U.S. Treasury Department has the right to elect two of the Company’s directors; however, the U.S. Treasury Department has not acted upon their right to elect two directors. As of December 31, 2013 there was $1,772,000 in non-declared TARP dividends and the related accrued interest as well as $68,081 in declared but not paid TARP dividends. Also, the terms of the TARP Preferred prohibit the Company from paying any dividends on its common stock while payments on the TARP Preferred are in arrears.

On May 3, 2012, the U.S. Treasury announced additional details on its strategy for winding down the remaining bank and bank holding company investments made through TARP, and one such strategy is utilizing an auction to sell pools of several recipient companies’ TARP securities to third parties. The U.S. Treasury has indicated that it expects a single winning bidder to purchase all of the TARP securities included in a pool. By letter dated as of June 19, 2012, the U.S. Treasury informed the Company that the U.S. Treasury was considering including the Company’s TARP preferred stock as part of a series of pooled auctions. The U.S. Treasury has also indicated that a TARP recipient may, with regulatory approval, opt-out of the pool auction process and either make its own bid to repurchase all of its remaining TARP securities or designate a single outside investor (or single group of investors) to make such a bid. TARP recipients that received an extension of the original August 6, 2012 deadline (as the Company did) had until October 9, 2012 to submit a bid. The Company did not submit a bid at that time. By letter dated as of January 18, 2013, the U.S. Treasury informed the Company that it was extending the opt-out process and that the Company had until April 30, 2013 to submit a bid. The Company submitted its own bid to repurchase all its outstanding TARP securities on April 18, 2013, but subsequently withdrew its bid. If the Company’s TARP preferred stock is sold by the U.S. Treasury to a third party investor, the Company’s understanding is that a purchaser of the Company’s TARP preferred stock would assume the right, which the U.S. Treasury currently possesses, to elect two directors to the Company’s board of directors until the Company pays all due but unpaid quarterly dividends on the TARP preferred stock. The Company is continuing to explore options for eliminating some or all of the TARP Preferred, including but not limited to options for raising capital to finance the purchase and retirement of the TARP Preferred.

The decision to elect deferral of interest payments under the Company's trust preferred securities and to suspend dividend payments on the TARP Preferred was made in consultation with the Federal Reserve Bank of Richmond.

Results of Operations

This discussion and analysis is intended to assist the reader in understanding the financial condition and results of operations of the Company and its wholly-owned subsidiary, the Bank. The commentary should be read in conjunction with the consolidated financial statements and the related notes and the other statistical information in this report.

The following discussion describes our results of operations for 2013 as compared to 2012 and 2012 compared to 2011. The Company’s financial condition as of December 31, 2013 as compared to December 31, 2012 is also analyzed. Like most community banks, the Bank derives most of its income from interest received on loans and investments. The primary source of funds for making these loans and investments is deposits, on which interest is paid on 85 percent of the accounts. The Bank also utilizes Federal Home Loan Bank (“FHLB”) advances, the Federal Reserve discount window, federal funds purchased and repurchase agreements for funding loans and investments. One of the key measures of success is net interest margin, or the difference between the income on interest-earning assets, such as loans and investments, and the expense on interest-bearing liabilities, such as deposits and other borrowings as a percentage of interest-earning assets. Another key measure is the spread between the yield earned on interest-earning assets and the rate paid on interest-bearing liabilities.

A number of tables have been included to assist in the description of these measures. For example, the “Average Balances” table shows the average balances during 2013, 2012 and 2011 of each category of assets and liabilities, as well as the yield earned or the rate paid with respect to each category. A review of this table shows that loans typically provide higher interest yields than do other types of interest earning assets, resulting in management’s intent to channel a substantial percentage of funding sources into the loan portfolio. Similarly, the “Analysis of Changes in Net Interest Income” table demonstrates the impact of changing interest rates and the changing volume of assets and liabilities during the years shown. Finally, a number of tables have been included that provide detail about the Company’s investment securities, loans, deposits and other borrowings.

There are risks inherent in all loans. Therefore, an allowance for loan losses is maintained to absorb inherent probable losses on existing loans that may become uncollectible. The allowance is established and maintained by charging a provision for loan losses against operating earnings. A detailed discussion of this process is included, as well as tables, describing the allowance for loan losses.

In addition to earning interest on loans and investments, income is earned through fees and other charges collected for services provided to customers. Various components of this noninterest income, as well as noninterest expense, are described in the following discussion.

The following discussion and analysis also identifies significant factors that have affected the financial position and operating results during the periods included in the accompanying financial statements. Therefore, this discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes and the other statistical information also included in this report. All dollars are rounded to the nearest thousand.

Year ended December 31, 2013 compared with year ended December 31, 2012

The Company recorded net income attributable to common shareholders of $8,209,000 for the year ended December 31, 2013, compared to net income attributable to common shareholders of $4,186,000 for the year ended December 31, 2012. Income per diluted common share for the year ended December 31, 2013 was $3.30, compared to income per diluted common share of $1.68 for the year ended December 31, 2012. The net income in 2013 was aided significantly by a credit to the loan loss provision for $1,700,000, as well as a net tax benefit of $3,801,000. The net tax benefit was a result of $1,890,000 in taxes being offset by a non-cash reversal of the deferred tax asset valuation allowance of $5,691,000. The non-cash reversal of the loan loss provision was reflective of a reduced loan portfolio size and improved loan portfolio credit quality metrics. The non-cash reversal of the deferred tax asset valuation allowance was reflective of sustained profitability and improved earnings that support the ability to utilize the deferred tax asset in the future. The net income in 2012 was aided significantly by a net gain on investment transactions of $2,147,000, which included $2,789,000 of gains on securities offset with $642,000 of FHLB prepayment penalties. These gains were the result of market conditions in 2012 and did not necessarily indicate a trend that continued. Net interest income decreased to $10,223,000 for the year ended December 31, 2013 compared to the year ended December 31, 2012. Noninterest income decreased $2,693,000 or 49.8%, in 2013 compared to 2012 primarily as a result of decreased gains on sale of investments of $2,669,000. Noninterest expenses decreased by $1,310,000, or 24.2%, in 2013 compared to 2012 primarily as the result of a decrease in real estate owned expenses and FDIC insurance assessments.

Year ended December 31, 2012 compared with year ended December 31, 2011

The Company recorded net income attributable to common shareholders of $4,186,000 for the year ended December 31, 2012, compared to a net loss attributable to common shareholders of $2,794,000 for the year ended December 31, 2011. Income per diluted common share for the year ended December 31, 2012 was $1.68, compared to loss per diluted common share of $1.12 for the year ended December 31, 2011. The net income in 2012 was aided significantly by a net gain on investment transactions of $2,147,000, which included $2,789,000 of gains on securities offset with $642,000 of FHLB prepayment penalties. These gains were the result of market conditions in 2012 and do not necessarily indicate a trend that will continue beyond. The Company also did not incur any loan loss provision in 2012. This was due to a reduction in the size of the loan portfolio along with significant reductions in non-accrual loans, impaired loans and delinquent loans. The net loss in 2011 was due primarily to the loan loss provision, real estate owned expenses and FDIC deposit insurance assessments, partially offset by gain on sale of investment securities. Net interest income decreased to $10,505,000 for the year ended December 31, 2012. Noninterest income increased $1,527,000 or 39.3%, in 2012 compared to 2011 primarily as a result of increased gains on sale of investments of $1,709,000. Noninterest expenses decreased by $2,533,000, or 19.0%, in 2012 compared to 2011 primarily as the result of a decrease in real estate owned expenses.

Net Interest Income

Net interest income, the difference between interest earned and interest paid, is the largest component of the Company’s earnings. Therefore, changes in that area have a significant impact on net income. Variations in the volume and mix of assets and liabilities and their relative sensitivity to interest rate movements determine changes in net interest income. Interest rate spread and net interest margin are two significant elements in analyzing net interest income. Interest rate spread is the difference between the yield on average earning assets and the rate on average interest bearing liabilities. Net interest margin is calculated as net interest income divided by average earning assets.

Net interest income decreased to $10,223,000 for the year ended December 31, 2013 compared to the year ended December 31, 2012 primarily as the result of decreases in the volume of interest earning assets. The Bank’s average earning assets

decreased by $14.6 million, or 4.1%, during 2013. This reduction in earning assets resulted from our intentional restructuring of our balance sheet that was intended to increase our capital ratios. Interest income on earning assets decreased by $1,440,000, or 10.0%. Interest income was also negatively impacted by foregone interest on non-accrual loans. Foregone interest reduced net interest income by $163,000 in 2013 which was a slight increase over the 2012 amount of foregone interest of $131,000. The Bank’s interest bearing liabilities decreased, and interest expense declined by $1,158,000, or 29.2% compared to 2012. The yield on average interest earning assets declined by 28 basis points in 2013. However, the yield paid on interest bearing liabilities decreased by 31 basis points. The decline in interest expense, while offset by a decline in interest income, resulted in a higher net interest spread and net interest yield, and was primarily the result of lower market interest rates in 2013.

Net interest income decreased to $10,505,000 for the year ended December 31, 2012 compared to the year ended December 31, 2011 primarily as the result of decreases in the volume of interest earning assets. The Bank’s average earning assets decreased by $43.2 million, or 10.9%, during 2012. This reduction in earning assets resulted from our intentional restructuring of our balance sheet that was intended to increase our capital ratios. Interest income on earning assets decreased by $2,745,000, or 15.9%. Interest income was also negatively impacted by foregone interest on non-accrual loans. While the foregone interest reduced net interest income by $131,000 in 2012, this was actually an improvement over the 2011 amount of foregone interest of $705,000. The Bank’s interest bearing liabilities decreased, and interest expense declined in 2012 by $2,233,000, or 36.0% compared to 2011. The yield on average interest earning assets declined by 32 basis points in 2012 compared to 2011. However, the yield paid on interest bearing liabilities decreased by 44 basis points during the same period. The decline in interest expense, while offset by a decline in interest income, resulted in a higher net interest spread and net interest yield, and was primarily the result of lower market interest rates in 2012.

The following table sets forth for the periods indicated, the weighted-average yields earned, the weighted-average yields paid, the net interest spread and the net interest margin on earning assets. The table also indicates the average monthly balance and the interest income or expense by specific categories.

Average Balances, Income, Expenses and Rates

Year Ended December 31,	2013							2012							2011
(Dollars in thousands)	Average Balance		Income/ Expense		Yield/ Rate (1)			Average Balance		Income/ Expense		Yield/ Rate (1)			Average Balance		Income/ Expense		Yield/ Rate (1)
Assets
Interest Earning Assets:
Taxable Investments	$	130,484	$	2,890		2.21	%	$	121,057	$	2,698		2.23	%	$	103,101	$	2,899		2.81	%
Non-Taxable Investments		12,753		381		4.52	%		16,147		607		5.67	%		31,112		1,202		5.88	%
Int. Bearing Deposits in other banks		3,067		8		.26	%		6,822		14		.21	%		12,931		36		.28	%
Federal Funds Sold		1,373		2		.15	%		1,610		7		.43	%		3,411		8		.23	%
Loans (2)		191,283		9,747		5.10	%		207,970		11,142		5.36	%		246,262		13,068		5.31	%
Total Interest Earning Assets		338,960		13,028		3.90	%		353,606		14,468		4.18	%		396,817		17,213		4.50	%

Other noninterest-earning assets		22,297							20,625							21,208
Total Assets	$	361,257						$	374,231						$	418,025

Liabilities and Stockholder's Equity
Interest Bearing Liabilities:
NOW Accounts	$	53,951		41		0.08	%	$	50,403		58		0.11	%	$	47,434		69		0.15	%
Money Market and Savings		74,540		373		0.50	%		70,634		562		0.80	%		75,333		1,069		1.42	%
Time Deposits		94,410		666		0.71	%		117,721		1,204		1.02	%		146,983		2,316		1.58	%
Federal Funds Purchased		47		—		0.00	%		52		1		1.25	%		29		—		1.01	%
Repurchase Agreements		15,000		548		3.65	%		15,000		549		3.66	%		15,000		548		3.65	%
FHLB Borrowings		40,935		901		2.20	%		44,118		1,294		2.93	%		63,905		1,931		3.02	%
Other Long Term Debt		11,341		277		2.44	%		11,341		296		2.61	%		11,341		263		2.32	%
Total Interest Bearing Liabilities		290,224		2,805		0.97	%		309,269		3,963		1.28	%		360,025		6,196		1.72	%

Noninterest-Bearing Liabilities:
Demand Deposits		41,356							38,041							35,496
Other Liabilities		5,245							5,139							4,381
Total Noninterest-Bearing Liabilities		46,601							43,180							39,877
Total Liabilities		336,825							352,449							399,902

Stockholders' Equity		24,432							21,782							18,123
Total Liabilities and Stockholders' Equity	$	361,257						$	374,231						$	418,025
Net Interest Spread						2.93	%						2.90	%						2.78	%
Net Interest Income			$	10,223						$	10,505						$	11,017
Net Interest Yield						3.07	%						3.06	%						2.93	%

(1) All yields/rates are computed on a tax equivalent basis at a federal tax rate of 34%.
(2) Average loan balances include nonaccrual loans. All loans and deposits are domestic. Loan fees are included in loan income amounts.

The following table sets forth the effect that the varying levels of interest earning assets and interest-bearing liabilities and the changes in applicable rates have had on changes in net interest income during the periods indicated. The net changes in net interest income in this table expand the differences in net interest income in the previous table, “Average Balances, Income, Expenses and Rates.”

Analysis of Changes in Net Interest Income

Year Ended December 31,	2013 Compared with 2012									2012 Compared with 2011
	Variance Due to									Variance Due to
(Dollars in thousands)		Volume			Rate			Total			Volume			Rate			Total
Interest Income:
Taxable Investments	$	210		$	(18	)	$	192		$	504		$	(705	)	$	(201	)
Non-Taxable Investments		(128	)		(98	)		(226	)		(578	)		(17	)		(595	)
Interest-Bearing Deposits in other banks		(8	)		2			(6	)		(17	)		(5	)		(22	)
Federal Funds Sold		(1	)		(4	)		(5	)		(4	)		3			(1	)
Loans		(894	)		(501	)		(1,395	)		(2,032	)		106			(1,926	)
Total		(821	)		(619	)		(1,440	)		(2,127	)		(618	)		(2,745	)

Interest Expense:
NOW Accounts		4			(20	)		(16	)		4			(15	)		(11	)
Money Market and Savings		31			(221	)		(190	)		(67	)		(439	)		(506	)
Time Deposits		(238	)		(300	)		(538	)		(461	)		(652	)		(1,113	)
Federal Funds Purchased		—			(1	)		(1	)		—			1			1
Repurchase Agreements		—			(2	)		(2	)		—			—			—
FHLB Borrowings		(93	)		(299	)		(392	)		(597	)		(40	)		(637	)
Other Long Term Debt		—			(19	)		(19	)		—			33			33
Total		(296	)		(862	)		(1,158	)		(1,121	)		(1,112	)		(2,233	)
Net Interest Income	$	(525	)	$	243		$	(282	)	$	(1,006	)	$	494		$	(512	)

The rate/volume variances (change in volume times change in rate) have been allocated to the change attributable to rate.

The Company monitors and manages the pricing and maturity of its assets and liabilities to diminish the potential adverse impact that changes in interest rates could have on net interest income. The principal monitoring technique employed by the Company is the use of an interest rate risk management model which measures the effects that movements in interest rates will have on net interest income and the present value of equity. Included in the interest rate risk management reports generated by the model is a report that measures 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. The Company was liability sensitive (which means we had a larger volume of liabilities repricing than assets) in the up to twelve months gap analysis as of December 31, 2013. Interest rate sensitivity can be managed by repricing assets or liabilities, 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 the same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates.

The table included above shows the changes in interest income and expense during 2013 and 2012, and allocates the appropriate amount of income or expense to changes in rate or changes in volume. As compared to 2012, in 2013 interest income decreased by $1,440,000 and interest expense decreased by $1,158,000, resulting in a decrease of $282,000 in net interest income. The decline in interest income was primarily the result of the decline in loan balances from principal paydowns. The decrease in net interest expense is attributable to both decreases in market interest rates as term interest bearing deposits reprice and decreases in time deposits and FHLB borrowings.

As compared to 2011, in 2012 interest income decreased by $2,745,000 and interest expense decreased by $2,233,000, resulting in a decrease of $512,000 in net interest income. The decline in interest income was primarily the result of the decline in loan balances from principal paydowns. The decrease in net interest expense is attributable to both decreases in market interest rates as term interest bearing deposits reprice and decreases in time deposits and FHLB borrowings.

Provision for Loan Losses

The Company has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem credits. On a quarterly basis, the Bank’s Board of Directors reviews and approves the appropriate level for the Bank’s allowance for loan losses based upon management’s recommendations and the results of the internal monitoring and reporting system. Management also monitors historical statistical data for both the Bank and other financial institutions. The adequacy of the allowance for loan losses and the effectiveness of the monitoring and analysis system are also reviewed by the Bank’s regulators and the Company’s internal auditor.

Additions to the allowance for loan losses, which are expensed as the provision for loan losses on the income statement, are made as needed to maintain the allowance at an appropriate level based on management’s analysis of the inherent probable

losses 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, and the amount of loan losses actually charged against the reserve during the period and current economic conditions.Due to improved bank metrics and a reduction in the loan portfolio size, the Bank determined that the loan loss allowance was overstated and reversed $1,700,000 of previous provisions during 2013, resulting in a balance in the allowance for loan losses of $3,260,000 at December 31, 2013 after considering net recoveries of $531,000. Management did not change the methodology used in determining the loan loss allowance.The reserve for loan losses was 1.74% and 2.25% of total loans for the years ended December 31, 2013 and 2012, respectively. Non-performing loans (i.e., loans ninety days or more past due and loans on non-accrual status) as a percentage of total assets decreased from 1.09% to 0.71%, or $1,382,000 from December 31, 2012 to December 31, 2013. This decrease was primarily a result of approximately $1,393,000 in transfers of collateral to other real estate owned (“OREO”). Management continues to carefully analyze the loan portfolio to ensure the timely identification of problem loans and believes the current reserve level is adequate as indicated by the Bank’s loan loss reserve model at December 31, 2013.

Potential problem loans, which are not included in non-performing loans or impaired loans, amounted to $12,025,000, or 6.42% of total loans outstanding at December 31, 2013. This is a decrease of $5,365,000, or 30.85%, from potential problem loans totaling $17,390,000 at December 31, 2012. Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers or the performance of construction or development projects has caused management to have concerns about the borrower’s ability to comply with present repayment terms. Six construction and land development loan relationships totaling $5,668,000 were included in potential problem loans at December 31, 2013. While these loans are currently performing under the contract terms, the construction or development projects are not performing as originally projected, due to a decline in the sale of lots.

The Bank’s allowance for loan losses is based upon judgments and assumptions of risk elements in the portfolio, current economic conditions and other factors affecting borrowers. The process includes identification and analysis of probable losses in various portfolio segments utilizing a credit risk grading process and specific reviews and evaluations of significant problem credits. In addition, management monitors the overall portfolio quality through observable trends in delinquencies, charge-offs and general conditions in the market area.

Based on present information and ongoing evaluation, management considers the allowance for loan losses to be adequate to meet presently known and inherent risks in the loan portfolio. Management’s judgment as to the adequacy of the allowance is based upon a number of assumptions about future events that it believes to be reasonable, but which may or may not prove to be accurate. Actual losses will undoubtedly vary from the estimates. Also, there is a possibility that charge-offs in future periods will exceed the allowance for loan losses as estimated at any point in time. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the allowance for loan losses will not be required. The Company does not allocate the allowance for loan losses to specific categories of loans but evaluates the adequacy on an overall portfolio basis utilizing a risk grading system.

Noninterest Income

Noninterest income decreased $2,693,000, or 49.8%, in 2013 compared to 2012. The decrease was primarily due to decreased gains on sale of investment securities of $2,669,000 in 2013. Customer service fees decreased by $66,000 or 9.6% in 2013 compared to 2012. This was primarily a result of a decrease of $57,000 in non-sufficient funds fees.

Noninterest income increased $1,527,000, or 39.3%, in 2012 compared to 2011. The increase was primarily due to increased gains on sale of investment securities of $1,709,000 in 2012. Customer service fees decreased by $50,000 or 6.8% in 2012 compared to 2011. This was primarily a result of a decrease of $31,000 in non-sufficient funds fees.

Noninterest Expenses

Noninterest expenses decreased $1,310,000, or 12.1%, in 2013 compared to 2012 primarily as the result of a decrease in OREO and foreclosure expenses and the FDIC insurance assessment. OREO expenses and foreclosure expenses decreased by $502,000, or 47.7%, in 2013 compared to 2012 due to continued decreasing levels in Bank owned real estate. The FDIC insurance assessment decreased primarily due to improved ratings established in January 2013 as a result of the termination of the Consent Order.

Noninterest expenses decreased $2,532,000, or 1.9%, in 2012 compared to 2011 primarily as the result of a decrease in OREO and foreclosure expenses. OREO expenses and foreclosure expenses decreased by $2,586,000, or 71.1%, in 2012 compared to 2011 due to continued decreasing levels in Bank owned real estate.

Income Taxes

The Company recorded $413,000 in state income tax expense for the year ended December 31, 2013 and $216,000 in 2012. The Company recorded a $4,214,000 federal income tax benefit for the year ended December 31, 2013 due to the reversal of the deferred tax asset valuation allowance and no federal income tax benefit or expense for the year ended December 31, 2012 due to the operating loss carry-forwards used for federal tax purposes.

The Company recorded $216,000 in state income tax expense for the year ended December 31, 2012 and none in 2011 due to the operating loss in 2011. The Company recorded no federal income tax expense for the years ended December 31, 2012 or 2011 due to the operating loss carry-forwards used for federal tax purposes.

At December 31, 2013, the Company had a federal deferred tax asset of $6,628,000 with no valuation allowance. At December 31, 2012, the Company had a federal deferred tax asset of $6,004,000 with a valuation allowance of $5,691,000.

Capital Resources

Total capital of the Company increased $3,393,000 from December 31, 2012 to December 31, 2013 primarily as a result of net income after taxes of $8,961,000 offset by a decrease in accumulated comprehensive income of $5,579,000.

Total capital of the Company increased $4,302,000 from December 31, 2011 to December 31, 2012 primarily as a result of net income after taxes of $4,909,000 offset by a decrease in accumulated comprehensive income of $655,000.

The Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance-sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital of the Company consists of equity minus unrealized gains plus unrealized losses on securities available for sale and less any disallowed portion of deferred tax assets. In addition to Tier 1 capital requirements, Tier 2 capital consists of the allowance for loan losses subject to certain limitations. A bank holding company’s qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital. The regulatory minimum requirements for banks that are not under prompt correction action are 4% for Tier 1 and 8% for total risk-based capital. The holding company and banking subsidiary are also required to maintain capital at a minimum level based on average assets, which is known as the leverage ratio. Only the strongest bank holding companies and banks are allowed to maintain capital at the minimum requirement. All others are subject to maintaining ratios 100 to 200 basis points above the minimum.

As discussed above under “Recent Developments,” effective as of January 31, 2013, the Bank entered into the FDIC MOU with its primary Federal regulator, the FDIC, and the S.C. Board of Financial Institutions. The FDIC MOU seeks to enhance the Bank’s existing practices and procedures in the areas of credit risk management, credit underwriting, liquidity and interest rate risk. In addition, the FDIC has established minimum capital ratio levels of Tier 1 and total capital for the Bank that are higher than the minimum and well-capitalized ratios applicable to all banks. Specifically, the Bank was to maintain a Tier 1 capital to average assets (leverage) ratio of at least 8% and a total risk-based capital to total risk-weighted assets ratio of at least 10%. As disclosed under “Risk-Based Capital Ratios” below, the Bank met all of the required capital ratios as of December 31, 2013 and December 31, 2012.

Management has researched available options for raising additional capital. While there was not a ready market for bank capital investments, the minimum capital ratios required by the FDIC MOU were attained through the reduction of total assets and the retention of current year profits. The reduction of assets was primarily attained by principal pay downs on loans combined with limiting lending activity.

In October 2004 and December 2006, the Company issued $6.186 million and $5.155 million of junior subordinated debentures to its wholly-owned capital Trusts, Greer Capital Trust I and Greer Capital Trust II, respectively, to fully and unconditionally guarantee the trust preferred securities issued by the Trusts. These long term obligations qualify as total risk based capital for the Company. In addition, all proceeds received from the issuance were invested in the Bank as additional capital.

The Bank and the Company exceeded minimum regulatory capital requirements and are “well capitalized” (as defined by the applicable regulations of the FDIC and the FRB) at December 31, 2013, 2012 and 2011 as set forth in the following table. In addition, the Bank’s ratio of Tier 1 capital to average assets as of December 31, 2013 and December 31, 2012 meets the requirements of the Bank’s FDIC MOU with the FDIC and the South Carolina Board of Financial Institutions. See Note 16 of the accompanying consolidated financial statements for minimum and well capitalized regulatory requirements.

Risk-Based Capital Ratios

(Dollars in thousands)

	2013			2012			2011
Bank
Tier 1 Capital	$	38,500		$	32,723		$	27,531
Tier 2 Capital		2,946			2,961			3,314

Total Qualifying Capital	$	41,446		$	35,684		$	30,845

Risk-adjusted total assets	$	235,391		$	235,666		$	260,954
(including off-balance-sheet exposures)

Tier 1 risk-based capital ratio		16.36	%		13.89	%		10.55	%
Total risk-based capital ratio		17.61	%		15.14	%		11.82	%
Tier 1 leverage ratio		10.78	%		9.08	%		7.05	%

Greer Bancshares
Tier 1 risk-based capital ratio		15.72	%		12.76	%		9.16	%
Total risk-based capital ratio		17.66	%		15.29	%		12.04	%
Tier 1 leverage ratio		10.28	%		8.36	%		6.13	%

The Company’s ability to pay dividends depends on regulatory restrictions, its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, the Company’s ability to service any equity or debt obligations senior to its common stock, including its outstanding trust preferred securities and accompanying junior subordinated debentures and preferred stock and other factors deemed relevant by the Company’s Board of Directors. In addition, in order to fund dividends payable to shareholders, the Company generally must receive cash dividends from the Bank. The payment of dividends by the Bank is subject to regulations of the South Carolina Board of Financial Institutions. These regulations are discussed under “Item 1. Business-Supervision and Regulation-Greer State Bank.” Accordingly, the payment of dividends in the future is subject to earnings, capital requirements, financial condition and such other factors as the Board of Directors of the Company, the Commissioner of Banking for South Carolina and the FDIC may deem relevant.

The TARP Preferred stock issued to the U.S. Treasury in January 2009 also contains general restrictions on the Company’s payment of dividends. These restrictions are discussed more fully under “Item 1. Business-Supervision and Regulation-Greer Bancshares Incorporated.” The preferred stock prohibits the Company from paying any dividends on its common stock if it is not current in the payment of quarterly dividends on the TARP Preferred.

On January 3, 2011, the Company elected to defer interest payments on the two junior subordinated debentures issued in connection with its two series of Trust Preferred securities beginning with the January 2011 payments. The Company is permitted to defer paying such interest for up to twenty consecutive quarters. As a condition of deferring the interest payments, the Company is prohibited from paying dividends on its common stock or the Company’s preferred stock.

As discussed under “Item 1. Business-Supervision and Regulations-Greer State Bank” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments-Memorandum of Understanding,” on January 31, 2013, the Bank entered into the FDIC MOU with the FDIC and the South Carolina Board of Financial Institutions. Among other things, the FDIC MOU prohibits the Bank from declaring or paying any dividends without the prior written approval of the FDIC and the South Carolina State banking regulator. Also, as previously disclosed, the Company entered into the FRB MOU with the Federal Reserve Bank of Richmond which requires that the Company seek permission from the Federal Reserve prior to paying any dividends.

Liquidity

The Company manages its liquidity for both the asset and liability side of the balance sheet through coordinating the relative maturities of its assets and liabilities. Short-term liquidity needs are generally met from cash, due from banks, federal funds purchased and sold and deposit levels. The Company has federal funds lines in place totaling $16 million, the ability to borrow additional funds from the Federal Reserve Discount Window using the Bank’s qualifying non-real estate consumer and commercial loans, the ability to borrow additional funds from the FHLB of up to 25% of the Bank’s assets and also has a repurchase agreement line, currently fully drawn, with Deutsche Bank Securities, Inc., totaling $15 million. Use of the

Federal Reserve, FHLB and repurchase lines is subject to the availability of acceptable collateral. As of December 31, 2013, the Company had approximately $103,791,000 in available collateral, including loans and securities, for all lines. Management has established policies and procedures governing the length of time to maturity on loans and investments and has established policies regarding the use of alternative funding sources. In the opinion of management, the deposit base and lines of credit can adequately support short-term liquidity needs. Management has a contingency liquidity plan in place in the event lines of credit are reduced and/or collateral availability diminishes.

Impact of Off-Balance Sheet Financial Instruments

The Company has certain off-balance-sheet instruments in the form of contractual commitments to extend credit to customers and standby letters of credit. The commitments to extend credit are legally binding and have set expiration dates and are at predetermined interest rates. Standby letters of credit are conditional commitments issued by the Bank to guaranty the performance of a customer to a third party, which are issued primarily to support public and private borrowing arrangements. The underwriting criteria for these commitments are the same as for loans in the loan portfolio. Collateral is also obtained, if necessary, based on the credit evaluation of each borrower. Although many of the commitments will expire unused, management believes there are adequate resources to fund these commitments. Both of these products are commonly needed by commercial banking customers and are offered by the Bank to serve its commercial customer base. At December 31, 2013 and 2012, the Company’s commitments to extend credit totaled $31,324,000 and $31,131,000, respectively. Additional information about the Company’s commitments to extend credit is set forth in Note 10 to the financial statements included in Item 8 below, which information is incorporated herein by reference.

Investment Portfolio

The following tables summarize the carrying value of investment securities as of the years ended December 31, 2013, 2012 and 2011.

(Dollars in thousands)		December 31, 2013		December 31, 2012		December 31, 2011
United States Government and other agency obligations	$	24,452	$	29,345	$	—
Mortgage-backed securities		76,725		72,609		91,209
Municipal securities		41,179		33,943		38,338
Collateralized debt obligation		596		413		310
	$	142,952	$	136,310	$	129,857

The following table summarizes the carrying value of securities of any issuer that exceeds 10% of the Company’s capital as of December 31, 2013.

(Dollars in thousands)


	FHLB	$ 5,137
	FHLMC	38,391
	FNMA	36,231
	GNMA	9,145
	SBA	10,408
		$99,312

The following tables summarize the carrying value and estimated market value of investment securities and weighted-average yields of those securities at December 31, 2013. The yields are based upon amortized cost. The yield on securities of state and political subdivisions is presented on a tax equivalent basis using a federal income tax rate of 34%. The bank has decreased the non-taxable portion of the municipal portfolio from $32,328,000 as of December 31, 2011 to $14,635,000 as of December 31, 2013. The taxable portion of the municipal portfolio has increased from $6,010,000 as of December 31, 2011 to $26,544,000 as of December 31, 2013. The shift in the municipal portfolio was primarily a result of the availability of more attractive market rates in taxable municipal securities market over the past two years.

Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Investment Securities Portfolio Composition

	Due			One Year			Five Years									Estimated		Average
*(Dollars in thousands)*	One Year			Through			through			After						Market		Maturity
December 31, 2013	or Less			Five Years			Ten Years			Ten Years			Total			Value		in Years

Available-for-sale
US government and other agency obligations	$	—		$	—		$	990		$	23,462		$	24,452		$	24,452		15.36
Mortgage-backed securities		—			109			12,437			64,179			76,725			76,725		18.96
Municipal securities		251			2,594			12,756			25,578			41,179			41,179		11.62
Collateralized debt obligation		—			—			—			596			596			596		20.55
Total	$	251		$	2,703		$	26,183		$	113,815		$	142,952		$	142,952

Available-For-Sale
Weighted Average Yields:
US government and other agency obligations		0.0	%		0.0	%		2.5	%		2.4	%		2.4	%
Mortgage-backed securities		0.0	%		5.2	%		2.1	%		2.4	%		2.3	%
Municipal securities		4.4	%		1.6	%		2.8	%		3.3	%		3.1	%
Collateralized debt obligation		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

Investment securities in an unrealized loss position as of December 31, 2013 continue to perform as scheduled. Investment securities are evaluated monthly for indicators of other-than-temporary impairment (“OTTI”). Impairment is considered to have occurred when the fair value of a debt security is less than the amortized cost basis at the balance sheet date. Under these circumstances, OTTI is considered to have occurred 1) if there is intent to sell the security; 2) if it is more likely than not we will be required to sell the security before recovery of its amortized cost basis; or 3) the present value of the expected cash flows is not sufficient to recover the entire amortized cost basis. For securities that we do not expect to sell or it is not more likely than not we will be required to sell, the OTTI is separated into credit and noncredit components. The credit-related OTTI, represented by the expected loss in principal, is recognized in noninterest income, while the noncredit-related OTTI is recognized in the other comprehensive income (loss) (“OCI”). For securities which we do expect to sell, all OTTI is recognized in earnings. Presentation of OTTI is made in the income statement on a gross basis with a reduction for the amount of OTTI recognized in OCI. Our securities may further decline in value in future periods, which may require additional charges for other than temporary impairment of securities.

Loan Portfolio

Credit Risk Management

Credit risk entails both general risk, which is inherent in the process of lending, and risk that is specific to individual borrowers. The management of credit risk involves both the process of loan underwriting and credit administration. The Company manages credit risk through a strategy of making loans within its primary marketplace and within its limits of expertise. Although management seeks to avoid concentrations of credit by loan type or industry through diversification, a substantial portion of the borrowers’ ability to honor the terms of their loans is dependent on the business and economic conditions in Greenville and Spartanburg counties and the surrounding areas comprising the Company’s marketplace. Additionally, since real estate is considered by the Company as the most desirable non-monetary collateral, a significant portion of loans are collateralized by real estate; however, the cash flow of the borrower or the business enterprise is generally considered as the primary source of repayment. Generally, the value of real estate is not considered by the Company as the primary source of repayment for performing loans. Management also seeks to limit total exposure to individual and affiliated borrowers. Risk specific to individual borrowers is managed through the loan underwriting process and through an ongoing analysis of the borrower’s ability to service the debt as well as the value of the pledged collateral.

The Bank’s loan officers and credit administration staff are charged with monitoring the loan portfolio and identifying changes in the economy or in a borrower’s circumstances which may affect the ability to repay the debt or the value of the pledged collateral. In order to assess and monitor the degree of risk in the loan portfolio, the Bank utilizes several credit risk identification and monitoring processes.

Lending Activities

The Company extends credit primarily to consumers and small to medium businesses in Greenville and Spartanburg counties and, to a limited extent, customers in surrounding areas.

While the Company’s corporate office is located in Greer, South Carolina, its service area is mixed in nature. The Greenville-Spartanburg area is a regional business center whose economy generally contains elements of manufacturing, higher education, regional health care and distribution facilities. Outside the incorporated city limits of Greer, the economy generally includes manufacturing, agriculture and industry. No particular category or segment of the economy previously described is expected to grow or contract disproportionately in 2014.

Total loans outstanding were $187,159,000 and $196,469,000 at December 31, 2013 and 2012, respectively. See Loan Portfolio Composition table below for concentration by credit type. Substantially all loans and commitments to extend credit have been granted to customers in the Bank’s market area and such customers are generally depositors of the Bank.

The Company’s ratio of loans to deposits was 73.9% and 75.1% at December 31, 2013 and 2012, respectively. The loan to deposit ratio is used to monitor a financial institution’s potential profitability and efficiency of asset distribution and utilization. Generally, a higher loan to deposit ratio is indicative of higher interest income since loans yield a higher return than alternative investment vehicles. Management has concentrated on maintaining quality in the loan portfolio while continuing to increase the deposit base. The decrease in the loans to deposits ratio is primarily due to the reduction of loan demand combined with continued principle reductions, resulting in a greater decrease in loan volume than the decrease in the deposit volume.

The following table summarizes the composition of the loan portfolio by category at the dates indicated.

Year-end loans consisted of the following:

(Dollars in thousands)

	2013			2012			2011
Commercial and industrial:
Commercial	$	26,842		$	29,477		$	38,618
Leases & other		3,174			2,390			753
Total Commercial and industrial:		30,016			31,867			39,371

Commercial real estate:
Construction/land		24,286			27,227			31,514
Commercial mortgages — owner occupied		30,908			31,154			38,921
Other commercial mortgages		49,297			51,948			58,771
Total commercial real estate		104,491			110,329			129,206

Consumer real estate:
1–4 residential		33,644			32,757			31,699
Home equity loans and lines of credit		16,085			18,014			22,385
Total Consumer real estate		49,729			50,771			54,084

Consumer installment:
Consumer installment		2,923			3,502			4,141

Total loans		187,159			196,469			226,802
Allowance for loan losses		(3,260	)		(4,429	)		(6,747	)

Net loans	$	183,899		$	192,040		$	220,055

The Company’s loan portfolio contains a significant percentage of real estate mortgage loans. Compared to December 31, 2012, real estate loans decreased by $6,880,000 to $154,220,000 during the twelve months ended December 31, 2013. At December 31, 2013 real estate loans represented 82.4% of the total loan portfolio compared to 82.0% at December 31, 2012. The slight increase in real estate mortgage loans as a percentage of total loans can be attributed to the slowing demand in the Company’s market area for commercial and consumer installment loans, which is a result of a softening local economy and tightened underwriting standards. The Company continues to offer fixed rate long term mortgages through secondary market

investor loan programs. Currently the bank does offer some longer term fixed rate options up to twenty years along with some attractive five to seven year adjustable rate mortgage programs. These adjustable rate programs convert to one year ARMs and are typically held in the bank’s loan portfolio. Commercial and industrial loans decreased to $30,016,000 during 2013 compared to 2012 as a result of a softening local economy. Commercial and industrial loans comprised 16.04% and 16.22% of the total loan portfolio at December 31, 2013 and 2012, respectively.

Maturities and Sensitivity of Loans to Changes in Interest Rates

The following table summarizes the loan maturity distribution by category as of December 31, 2013.

(Dollars in thousands)

	One Year of Less		One to Five Years		After Five Years		Total
Commercial and industrial:
Commercial	$	11,734	$	13,449	$	1,659	$	26,842
Leases & other		—		2,232		942		3,174
Total Commercial and industrial:		11,734		15,681		2,601		30,016

Commercial real estate:
Construction/land		16,018		8,060		208		24,286
Commercial mortgages — owner occupied		3,816		19,443		7,649		30,908
Other commercial mortgages		10,380		25,739		13,178		49,297
Total commercial real estate		30,214		53,242		21,035		104,491

Consumer real estate:
1–4 residential		2,495		4,210		26,939		33,644
Home equity loans and lines of credit		363		699		15,023		16,085
Total Consumer real estate		2,858		4,909		41,962		49,729

Consumer installment:
Consumer installment		928		1,718		277		2,923
Total Loans	$	45,734	$	75,550	$	65,875	$	187,159

For loans with maturities greater than one year, $64,896,000 have variable rates and $76,529,000 have fixed rates. The Company has a total of $76,899,000 in variable rate loans indexed to the Wall Street Journal Prime rate.

Risk Elements

The accrual of interest on loans is discontinued when, in management’s judgment, the interest will not be collectible in the normal course of business. Accrual of interest of such loans is typically discontinued when the loan is 90 days past due or impaired. All interest accrued, but not collected for loans that are placed on nonaccrual or charged off, is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The following table states the approximate aggregate amount of problem assets in each of the following categories at December 31:

*(Dollars in thousands)*	2013			2012			2011			2010			2009
Nonperforming loans:
Nonaccrual-real estate mortgage	$	917		$	772		$	3,069		$	7,342		$	6,426
Nonaccrual-commercial and industrial		—			2			273			—			273
Nonaccrual-consumer		—			—			132			251			26
90 days or more past due and still accruing interest		—			—			—			—			561
Non-performing Troubled debt restructurings		1,635			3,160			6,975			11,112			—
Total nonperforming loans		2,552			3,934			10,449			18,705			7,286

Foreclosed properties:
Foreclosed properties-residential real estate		1,102			3,172			5,382			7,380			5,068
Foreclosed properties-commercial real estate		1,173			1,535			1,087			1,658			3,426
Total foreclosed properties		2,275			4,707			6,469			9,038			8,494
Total nonperforming assets	$	4,827		$	8,641		$	16,918		$	27,743		$	15,780

Total performing Troubled debt restructurings	$	1,302		$	2,094		$	5,075		$	242		$	7,528

Nonperforming assets to total loans and foreclosed properties at period end		2.55	%		4.30	%		7.25	%		9.94	%		5.00	%
Nonperforming assets to total assets at period end		1.34	%		2.40	%		4.41	%		6.07	%		3.31	%
Allowance for loan losses to nonperforming loans at period end		127.74	%		112.58	%		64.57	%		40.06	%		86.67	%

Nonperforming loans and impaired loans are defined differently. Nonperforming loans are non-accrual loans as well as loans that are 90 days past due and still accruing interest. Impaired loans are loans that, based upon current information and events, it is considered probable that the Company will be unable to collect all amounts of contractual interest and principal as scheduled in the loan agreement. Some loans may be included in both categories, whereas other loans may only be included in one category.

The loan portfolio is regularly reviewed to determine whether any loans require classification in accordance with applicable regulations. When loans are classified as substandard or doubtful, collateral and future cash flow projections are reviewed to determine if a specific reserve is necessary. The allowance for loan losses represents amounts that have been established to recognize incurred losses in the loan portfolio that are both probable and reasonably estimable. Loans are charged off when classified as loss. The determination as to risk classification of loans and the amount of the loss allowances are subject to review by the Bank’s regulatory agencies.

Information about the Bank’s policy for placing loans on nonaccrual status, the interest income that would have been recorded in the year ended December 31, 2013 if all non-performing loans had been current in accordance with their original terms and the amount of interest income on those loans that was included in net income for the year ended December 31, 2013 is set forth in Note 3 to the financial statements included in Item 8 below, which is incorporated herein by reference.

The following table sets forth certain information with respect to the allowance for loan losses and the composition of charge-offs and recoveries for each of the last five years.

Summary of Loan Loss Experience

(Dollars in thousands)	2013			2012			2011			2010			2009
Total loans outstanding at end of year	$	187,159		$	196,469		$	226,802		$	270,000		$	307,393
Average loans outstanding	$	191,283		$	207,970		$	246,262		$	294,851		$	309,162

Balance, beginning of year	$	4,429		$	6,747		$	7,495		$	6,315		$	5,127
Loans charged-off
Commercial, industrial and leases		21			655			1,470			991			702
Real estate – mortgage and construction		204			1,927			3,616			4,076			3,137
Consumer		7			38			64			561			218
Total loans charged-off		232			2,620			5,150			5,628			4,057

Recoveries of previous loan losses
Commercial, industrial and leases		107			237			209			66			17
Real estate – mortgage and construction		650			56			454			14			7
Consumer		6			9			20			53			36
Total loan recoveries		763			302			683			133			60

Net charge-offs/(recoveries)		(531	)		2,318			4,467			5,495			3,997
Provision charged/(reversed) to operations		(1,700	)		—			3,719			6,675			5,185
Balance, end of year	$	3,260		$	4,429		$	6,747		$	7,495		$	6,315

Ratios:
Allowance for loan losses to average loans		1.70	%		2.13	%		2.74	%		2.54	%		2.04	%
Allowance for loan losses to period end loans		1.74	%		2.25	%		2.97	%		2.78	%		2.05	%
Net charge offs/(recoveries) to average loans		(0.28	%)		1.11	%		1.81	%		1.86	%		1.29	%

The allowance for loan losses is maintained at a level determined by management to be adequate to provide for probable losses inherent in the loan portfolio. The allowance is maintained through the provision for loan losses which is a charge to operations. The potential for loss in the portfolio reflects the risks and uncertainties inherent in the extension of credit.

The Bank’s provision and allowance for loan losses is subjective in nature and relies on judgments and assumptions about economic conditions and other factors affecting borrowers. These assumptions are based on the evaluation of several factors, including levels of, and trends in, past due and classified loans; levels of, and trends in, charge-offs and recoveries; trends in volume of loans, including any credit concentrations in the loan portfolio; experience, ability and depth of relevant lending staff; and national and local economic trends and conditions. No assurances can be made that future charges to the allowance for loan losses or provisions for loan losses may not be significant to a particular accounting period. The factors that influenced management’s judgment in determining the amount of additions to the allowance for loan losses charged to operating expense for each period in the table above are discussed under the heading “Allowance for Loan Losses” in Note 3 to the financial statements included in Item 8 below, which discussion is incorporated herein by reference.

Interest is discontinued on impaired loans when management determines that a borrower may be unable to meet payments as they become due. As of December 31, 2013, the Bank had impaired commercial real estate loans of $2,249,000 and impaired commercial and industrial loans of $845,000. The average amount of impaired loans outstanding during 2013 was $4,775,000. There was no interest income recognized on the impaired loans. Large groups of smaller balance homogenous loans that may meet these criteria are not evaluated individually for impairment, so they are not included in the impaired loan totals.

Troubled debt restructured loans (“TDRs”), which are included in the impaired loan totals, were $2,937,000 and $5,254,000 at December 31, 2013 and 2012, respectively.

Potential problem loans, which are not included in non-performing or impaired loans, amounted to $12,025,000, or 6.42%, of total loans outstanding at December 31, 2013. Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers or the performance of construction or development projects has caused management to have concerns about the borrower’s ability to comply with present repayment terms.

Deposits

Average deposits were $264,257,000 and $276,799,000 during 2013 and 2012, respectively. Demand deposit accounts decreased $6,658,000, or 14.70%, from December 31, 2012 to December 31, 2013. NOW accounts increased $3,708,000, or 7.20%, from December 31, 2012 to December 31, 2013. Money market and savings deposits increased $3,513,000, or 5.26%, from December 31, 2012 to December 31, 2013. Time deposits decreased $8,614,000, or 8.80%, over the same period. This was accomplished with rate reductions and was part of the planned balance sheet reduction to increase capital ratios.

Contractual maturities of all time deposits at December 31, 2013 were as follows: twelve months or less — $63,561,000, over twelve months through thirty-six months — $25,188,000, and over 36 months — $497,000.

The following table summarizes the Bank’s average deposits by categories at the dates indicated.

Year Ended December 31,	2013				2012				2011
*(Dollars in thousands)*	Average				Average				Average
	Balance		Percent		Balance		Percent		Balance		Percent
Noninterest-Bearing Deposits
Demand Deposits	$	41,356	15.65	%	$	38,041	13.74	%	$	35,496	11.63	%

Interest Bearing Liabilities
NOW Accounts		53,951	20.41	%		50,403	18.21	%		47,434	15.54	%
Money Market and Savings		74,540	28.21	%		70,634	25.52	%		75,333	24.68	%
Time Deposits		94,410	35.73	%		117,721	42.53	%		146,983	48.15	%
Total Deposits	$	264,257	100.00	%	$	276,799	100.00	%	$	305,246	100.00	%

Core deposits, which exclude time deposits of $100,000 or more and brokered deposits, provide a relatively stable funding source for the loan portfolio and other earning assets. Core deposits were $205,756,000, $213,617,000, and $224,499,000 at December 31, 2013, 2012 and 2011, respectively.

Time deposits of $100,000 or more totaled $47,732,000, $47,822,000 and $57,202,000 at December 31, 2013, 2012 and 2011, respectively. Included in these amounts are brokered deposits of $3,245,000 at December 31, 2011. There are no brokered deposits at December 31, 2013 or December 31, 2012. Scheduled maturities were as follows:

December 31,	2013		2012		2011
(Dollars in thousands)
Maturing in 3 months or less	$	7,172	$	14,927	$	10,019
Maturing after 3 months but less than 6 months		10,513		9,338		15,602
Maturing after 6 months but less than 12 months		14,247		12,757		19,806
Maturing after 12 months		15,800		10,800		11,775
Total	$	47,732	$	47,822	$	57,202

Short Term Borrowings

At December 31, 2013, the Company had $2,000,000 in FHLB overnight borrowings. The Company had no short term borrowings at December 31, 2012.

The related information for these borrowings during 2013 is summarized as follows:

(Dollars in Thousands)
	Federal Funds	FHLB Overnight
	Purchased	Borrowings
Average balance outstanding during the year	$47	$5
Average rate paid during the year	0.75%	0.36%

Information for each of the years ended December 31, 2013, 2012 and 2011 regarding the amounts outstanding at year end, the weighted average interest rates on such amounts, the maximum amounts of borrowings in each category at any month-end during each year, the approximate average amounts outstanding during each year and the approximate weighted average interest rates on such amounts is set forth in Note 7 to the financial statements included in Item 8 below, which information is incorporated herein by reference.

Long Term Borrowings

At December 31, 2013 and December 31, 2012, the Company had fixed rate long term notes payable totaling $24,000,000 and $35,100,000, respectively, to the FHLB. At December 31, 2013 and December 31, 2012, the Company had variable rate long term notes payable totaling $22,000,000 and $10,000,000, respectively, to the FHLB. Interest rates on the advances ranged from 0.17% to 4.16% and 0.21% to 4.16% at December 31, 2013 and 2012, respectively. At both December 31, 2013 and 2012, the Company had fixed rate repurchase agreements totaling $15,000,000 with a stated interest rate of 3.60%. The Company has pledged its 1 to 4 family residential mortgages, commercial real estate mortgages, home equity lines of credit and certain mortgage-backed securities as collateral against the FHLB borrowings.

In October 2004 and December 2006, the Company issued $6,186,000 and $5,155,000 of junior subordinated debentures to its wholly-owned capital Trusts, Greer Capital Trust I and Greer Capital Trust II, respectively, and fully and unconditionally guaranteed the trust preferred securities issued by the Trusts. These long-term obligations currently qualify as total risk based capital for the Company.

The junior subordinated debentures issued in October 2004 mature in October 2034. Interest payments are due quarterly to Greer Capital Trust I at three-month LIBOR plus 220 basis points.

The junior subordinated debentures issued in December 2006 mature in December 2036, but included an option to call the debt in December 2011, which was not exercised. Interest payments are due quarterly to Greer Capital Trust II at the three-month LIBOR plus 173 basis points.

Both junior subordinated debentures allow deferral of interest payments for up to five years. Due to the financial condition of the Company, we have deferred the quarterly interest payments related to these debentures starting with the January 2011 payments.

Accounting and Financial Reporting Issues

The following is a summary of recent authoritative pronouncements that affect accounting, reporting and disclosure of financial information by the Company:

In December 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11,“Disclosures About Offsetting Assets and Liabilities.”This project began as an attempt to converge the offsetting requirements under U.S. GAAP and International Financial Reporting Standards (“IFRS”). However, as the FASB and International Accounting Standards Board were not able to reach a converged solution with regards to offsetting requirements, they each developed convergent disclosure requirements to assist in reconciling differences in the offsetting requirements under U.S. GAAP and IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. ASU No. 2011-11 also requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. In January 2013, the FASB issued ASU No. 2013-01,“Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”The provisions of ASU No. 2013-01 limit the scope of the new balance sheet offsetting disclosures to the following financial instruments, to the extent they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in the statement of financial position: (1) derivative financial instruments; (2) repurchase agreements and reverse repurchase agreements; and (3) securities borrowing and securities lending transactions. The Company adopted the provisions of ASU No. 2011-11 and ASU No. 2013-01 effective January 1, 2013. As the provisions of ASU No. 2011-11 and ASU No. 2013-01 only impacted the disclosure requirements related to the offsetting of assets and liabilities and information about instruments and transactions eligible for offset in the statement of financial position, the adoption had no impact on the Company’s consolidated statements of income and condition.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. ASU No. 2013-02 does not amend any existing requirements for reporting net income or other comprehensive

income in the financial statements. ASU No. 2013-02 requires an entity to disaggregate the total change of each component of other comprehensive income (e.g., unrealized gains or losses on available-for-sale investment securities) and separately present reclassification adjustments and current period other comprehensive income. The provisions of ASU No. 2013-02 also require that entities present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., unrealized gains or losses on available-for-sale investment securities) and the income statement line item affected by the reclassification (e.g., realized gains (losses) on sales of investment securities). If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related note in the financial statements for additional information. The Company adopted the provisions of ASU No. 2013-02 effective January 1, 2013 and provided these required disclosures in note 5 to the consolidated financial statements. The adoption of ASU No. 2013-02 had no impact on the Company’s consolidated statements of income and condition.

In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's consolidated statements of income and condition.

In January 2014, the FASB issued ASU No. 2014-04, "Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure." The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company's consolidated statements of income and condition.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Greer Bancshares Incorporated and Subsidiary

Greer, South Carolina

We have audited the accompanying consolidated balance sheet of Greer Bancshares Incorporated and Subsidiary (the Company) as of December 31, 2013, and the related consolidated statements of income (loss), comprehensive income, changes in stockholders' equity, and cash flows for the year 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 audit.

We conducted our audit 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 audit 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 audit provides 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 Greer Bancshares Incorporated and Subsidiary as of December 31, 2013, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Elliott Davis, LLC

Greenville, South Carolina

March 18, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Greer Bancshares Incorporated and Subsidiary

Greer, South Carolina

We have audited the accompanying consolidated balance sheet of Greer Bancshares Incorporated and Subsidiary (the “Company”) as of December 31, 2012, and the related consolidated statements of income/(loss), comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2012. The Company’s management is responsible for these consolidated financial statements. 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 the Company’s internal control over financial reporting. Our audit 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 Greer Bancshares Incorporated and Subsidiary as of December 31, 2012, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

/s/ Dixon Hughes Goodman LLP

Atlanta, Georgia

March 19, 2013

GREER BANCSHARES INCORPORATED AND SUBSIDIARY

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

Assets	December 31, 2013			December 31, 2012

Cash and due from banks	$	5,203		$	6,407
Interest bearing deposits in banks		368			3,336
Federal funds sold		358			508
Cash and cash equivalents		5,929			10,251
Investment securities:
Available for sale		142,952			136,310
Loans, net of allowance for loan losses of $3,260 and $4,429, respectively		183,899			192,040
Loans held for sale		236			295
Premises and equipment, net		4,444			4,663
Accrued interest receivable		1,383			1,470
Restricted stock		2,637			2,649
Deferred tax asset		6,628			—
Other real estate owned		2,275			4,707
Bank owned Life Insurance		7,797			7,543
Other assets		715			781

Total Assets	$	358,895		$	360,709

Liabilities and Stockholders’ Equity

Liabilities:

Deposits:
Noninterest bearing	$	38,631		$	45,289
Interest bearing		214,757			216,150
Total deposits		253,388			261,439
Short term borrowings		2,000			—
Long term borrowings		72,341			71,441
Other liabilities		4,833			4,889

Total Liabilities		332,562			337,769


Stockholders’ Equity:
Preferred stock-no par value 200,000 shares authorized;
Preferred stock, Series 2009-SP, no par value, 9,993 shares issued and outstanding at December 31, 2013 and December 31, 2012		9,980			9,835
Preferred stock, Series 2009-WP, no par value, 500 shares issued and outstanding at December 31, 2013 and December 31, 2012		502			517
Common stock-par value $5 per share, 10,000,000 shares authorized; 2,486,692 shares issued and outstanding at December 31, 2013 and December 31, 2012		12,433			12,433
Additional paid in capital		3,779			3,768
Retained earnings/(deficit)		4,169			(4,662	)
Accumulated other comprehensive income/(loss)		(4,530	)		1,049

Total Stockholders’ Equity		26,333			22,940

Total Liabilities and Stockholders’ Equity	$	358,895		$	360,709

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

GREER BANCSHARES INCORPORATED AND SUBSIDIARY

Consolidated Statements of Income/(Loss)

(Dollars in thousands, except per share data)


	For the Years Ended December 31,
	2013			2012			2011
Interest income:
Loans, including fees	$	9,747		$	11,142		$	13,068
Investment securities:
Taxable		2,890			2,698			2,899
Tax-exempt		381			607			1,202
Federal funds sold		2			7			8
Other		8			14			36
Total interest income		13,028			14,468			17,213

Interest expense:
Interest on deposit accounts		1,080			1,824			3,454
Interest on short term borrowings		—			1			—
Interest on long term borrowings		1,725			2,138			2,742
Total interest expense		2,805			3,963			6,196

Net interest income		10,223			10,505			11,017

Provision/(reversal) for loan losses		(1,700	)		—			3,719
Net interest income after provision for loan losses		11,923			10,505			7,298

Noninterest income:
Impairment loss on investment securities and restricted stock:
Total impairment loss on investment securities and restricted stock		—			—			(314	)
Portion of losses in other comprehensive income		—			—			288
Net impairment loss on investment securities and restricted stock		—			—			(26	)

Customer service fees		625			691			741
Gain on sale of investment securities		120			2,789			1,080
Other		1,973			1,931			2,089
Total noninterest income		2,718			5,411			3,884

Noninterest expenses:
Salaries and employee benefits		5,265			5,209			5,267
Occupancy and equipment		720			717			705
Postage and supplies		187			197			211
Professional fees		364			452			680
FDIC insurance assessment		486			825			945
Other real estate owned and foreclosure expense		550			1,052			3,638
Federal Home Loan Bank (“FHLB”) Prepayment penalty		—			642			274
Other		1,909			1,697			1,604
Total noninterest expenses		9,481			10,791			13,324

Income (loss) before income taxes		5,160			5,125			(2,142	)

Provision/(benefit) for income taxes:		(3,801	)		216			—

Net income (loss)		8,961			4,909			(2,142	)

Preferred stock dividends and net discount accretion		(752	)		(723	)		(652	)

Net income (loss) attributed to common shareholders	$	8,209		$	4,186		$	(2,794	)

Basic net income (loss) per share of common stock	$	3.30		$	1.68		$	(1.12	)

Diluted net income (loss) per share of common stock	$	3.30		$	1.68		$	(1.12	)

Weighted average common shares outstanding:
Basic		2,486,692			2,486,692			2,486,692

Diluted		2,486,692			2,486,692			2,486,692

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

GREER BANCSHARES INCORPORATED AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Dollars in thousands)

	For The Years Ended December 31,
		2013			2012			2011
Net income/(loss)	$	8,961		$	4,909		$	(2,142	)

Other comprehensive income (loss), net of tax:
Unrealized holding gain/(loss) on available for sale investment securities arising during the period, net of tax expense/(benefit) of ($2,833), $611 and $1,611, for the years ended December 31, 2013, December 31, 2012, and December 31, 2011 respectively.		(5,500	)		1,186			3,128
Less reclassification adjustments for gains included in net income/(loss), net of taxes of $41, $948 and $385, for the years ended December 31, 2013, December 31, 2012 and December 31, 2011, respectively.		(79	)		(1,841	)		(695	)
Other comprehensive income/(loss)		(5,579	)		(655	)		2,433

Comprehensive income	$	3,382		$	4,254		$	291

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

GREER BANCSHARES INCORPORATED AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, 2013, 2012 and 2011

(Dollars in thousands)


		Preferred Stock Series		Preferred Stock Series		Common Stock				Additional Paid In		Retained Earnings (Accumulated			Accumulated Other Comprehensive			Total Stockholders’
		2009-SP		2009-WP		Shares		Amount		Capital		Deficit)			Income (Loss)			Equity

Balance at December 31, 2010	$	9,571	$	555		2,486,692	$	12,433	$	3,634	$	(7,203	)	$	(729	)	$	18,261
Net loss		—		—		—		—		—		(2,142	)		—			(2,142	)
Other comprehensive income, net of tax		—		—		—		—		—		—			2,433			2,433
Amortization of premium and discount on preferred stock		128		(20	)	—		—		—		(108	)		—			—
Stock based compensation		—		—		—		—		86		—			—			86

Balance at December 31, 2011		9,699		535		2,486,692		12,433		3,720		(9,453	)		1,704			18,638



Net income		—		—		—		—		—		4,909			—			4,909
Other comprehensive loss, net of tax		—		—		—		—		—		—			(655	)		(655	)
Amortization of premium and discount on preferred stock		136		(18	)	—		—		—		(118	)		—			—
Stock based compensation		—		—		—		—		48		—			—			48

Balance at December 31, 2012		9,835		517		2,486,692		12,433		3,768		(4,662	)		1,049			22,940


Net income		—		—		—		—		—		8,961			—			8,961
Other comprehensive loss, net of tax		—		—		—		—		—		—			(5,579	)		(5,579	)
Amortization of premium and
discount on preferred stock		145		(15	)	—		—		—		(130	)		—			—
Stock based compensation		—		—		—		—		11		—			—			11

Balance at December 31, 2013	$	9,980	$	502		2,486,692	$	12,433	$	3,779	$	4,169		$	(4,530	)	$	26,333

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

GREER BANCSHARES INCORPORATED AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Dollars in thousands)

	For the Years Ended December 31,
	2013			2012			2011
Operating activities:
Net Income/(loss)	$	8,961		$	4,909		$	(2,142	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		374			382			383
Amortization of premiums on mortgage-backed securities		1,700			1,795			1,363
Loss on sale of other real estate owned		161			516			115
Gain on sale of land and equipment		—			(12	)		—
Gain on sale of investment securities, net		(120	)		(2,789	)		(1,080	)
Origination of loans held for sale		(21,297	)		(22,907	)		(14,560	)
Proceeds from sale of loans held for sale		21,488			22,801			15,758
Gain on sale of loans held for sale		(132	)		(189	)		(116	)
Impairment loss on investment securities		—			—			26
Impairment loss on other real estate owned		313			282			2,640
Loan loss provision/(reversal)		(1,700	)		—			3,719
Deferred income benefit		(6,628	)		—			—
Stock-based compensation		11			48			86
Increase in cash surrender value of life insurance		(254	)		(269	)		(283	)
Decrease in prepaid FDIC insurance assessment		—			481			913
Net change in:
Accrued interest receivable		87			52			307
Other assets		66			1,384			(36	)
Accrued interest payable		(93	)		(294	)		(685	)
Other liabilities		37			(132	)		1,251
Net cash provided by operating activities		2,974			6,058			7,659

Investing activities:
Activity in available-for-sale securities:
Sales		9,319			90,440			56,491
Maturities, prepayments and calls		35,172			32,955			21,975
Purchases		(58,292	)		(129,509	)		(72,929	)
Proceeds from sales of other real estate owned		2,535			2,173			4,457
Redemption of restricted stock		12			1,247			1,414
Net decrease in loans		9,264			26,806			34,088
Purchase of premises and equipment		(155	)		(104	)		(59	)
Net cash provided by (used for) investing activities		(2,145	)		24,008			45,437

(continued)

GREER BANCSHARES INCORPORATED AND SUBSIDIARY

Consolidated Statements of Cash Flows, Continued

(Dollars in thousands)

	For the Years Ended December 31,
	2013			2012			2011
Financing activities:
Net decrease in deposits	$	(8,051	)	$	(20,262	)	$	(38,215	)
Net increase (decrease) in short term borrowings		2,000			(2,516	)		2,516
Repayment of notes payable to FHLB		(65,800	)		(39,000	)		(38,500	)
Proceeds from notes payable to FHLB		66,700			35,100			—
Net cash used for financing activities		(5,151	)		(26,678	)		(74,199	)

Net increase (decrease) in cash and cash equivalents		(4,322	)		3,388			(21,103	)

Cash and cash equivalents, beginning of period		10,251			6,863			27,966

Cash and cash equivalents, end of period	$	5,929		$	10,251		$	6,863

Cash paid for:
Cash paid during the year for:
Interest	$	2,899		$	4,323		$	6,949

Income taxes	$	500		$	216		$	—

Non-cash investing and financing activities:
Real estate acquired in satisfaction of loans	$	1,393		$	2,998		$	4,899

Loans to facilitate sale of other real estate owned	$	816		$	1,789		$	256

Unrealized gains (losses) on available for sale investment securities net of tax	$	(5,579	)	$	(655	)	$	2,433

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

GREER BANCSHARES INCORPORATED AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 2013, 2012 and 2011

Note 1 — Summary of Significant Accounting Policies

Organization — Greer State Bank (the “Bank”) was organized under a state banking charter in August 1988, and commenced operations on January 3, 1989. Greer Bancshares Incorporated is a South Carolina corporation formed in July 2001, primarily to hold all of the capital stock of the Bank. The Bank engages in commercial and retail banking, emphasizing the needs of small to medium sized businesses, professional concerns and individuals, primarily in Greer and surrounding areas in the upstate region of South Carolina. The accompanying consolidated financial statements include the accounts of the holding company and the Bank (herein collectively referred to as the “Company”).

Nature of Operations — The primary activity of the holding company is to hold its investment in the Bank. The Bank operates under a state bank charter and provides full banking services. The Bank is subject to regulation by the Federal Deposit Insurance Company (“FDIC”) and the South Carolina Board of Financial Institutions. The holding company is regulated by the Federal Reserve Bank of Richmond.

Greer Financial Services, a division of the Bank, provides financial management services and non-deposit product sales.

Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany items are eliminated in consolidation.

Business Segments — The Company reports all activities as one business segment. In determining the appropriateness of segment definition, the materiality of the potential segment and components of the business about which financial information is available and regularly evaluated relative to resource allocation and performance assessment is considered.

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

Cash Equivalents — For the purpose of presentation in the statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Securities Held to Maturity — Bonds, notes and debentures for which there is the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity or to call dates.

Securities Available for Sale — Available-for-sale securities are reported at fair value and consist of bonds, notes, debentures and certain equity securities not classified as trading securities or as held-to-maturity securities. Unrealized holding gains and losses, net of tax, on available-for-sale securities are reported as a net amount in a separate component of stockholders’ equity.

Realized gains and losses on the sale of investment securities are determined using the specific-identification method. Premiums and discounts are recognized in interest income using the interest method over the period to maturity or to call dates.

Other Than Temporary Impairment — Declines in the fair value of individual held-to-maturity and available-for-sale securities below cost that are other than temporary are reflected as write-downs of the individual securities to fair value. For securities that we do not expect to sell and it is more likely than not that the Company will not be required to sell, the other-than-temporary impairment (“OTTI”) is separated into credit and noncredit components. The credit-related OTTI, represented by the expected loss in principal, is recognized in noninterest income, while the noncredit-related OTTI is recognized in the other comprehensive income (loss). Noncredit-related OTTI results from other factors, including increased liquidity spreads. For securities for which there is an expectation to sell, all impairment is recognized in noninterest income.

Concentrations of Credit Risk — The Bank grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by loans to borrowers located throughout the greater Greer area of the upstate region of South Carolina, and many of those loans are secured by real estate located in that market area. The ability of our debtors to honor their loan agreements is dependent upon the general economic conditions in this area.

Comprehensive Income (Loss) — Comprehensive income (loss) reflects the change in equity during the year arising from transactions and events other than investments by and distributions to shareholders. It consists of net income (loss) adjusted for certain other changes in assets and liabilities that are reported as separate components of stockholders’ equity rather than as income or expense. The statement of changes in stockholders’ equity includes the components of comprehensive income (loss). Accumulated other comprehensive income (loss) at December 31, 2013, 2012 and 2011 consisted solely of unrealized gains and losses on investment securities.

Loans and Interest Income — Loans are reported at their outstanding unpaid principal balances adjusted for the allowance for loan losses, net deferred loan fees and any unearned discounts. Interest income is accrued and taken into income based upon the interest method.

The accrual of interest on loans is discontinued when, in the judgment of management, the interest will not be collectible in the normal course of business. Accrual of interest on such loans is typically discontinued when the loan is 90 days past due or impaired. All interest accrued, but not collected for loans that are placed on non-accrual or charged off, is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses — The allowance for loan losses is based on management’s ongoing evaluation of the loan portfolio and reflects an amount that, in management’s opinion, is adequate to absorb probable losses in the existing portfolio. Additions to the allowance for loan losses are provided by charges to earnings. Loan losses are charged against the allowance when the ultimate uncollectability of a loan balance is determined. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a monthly basis by management. The evaluation includes the periodic review of the collectability 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, impairment and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of the examination process, periodically review the allowance for loan losses. Such agencies may require additions to the allowance based on their judgments about information available to them at the time of their examination.

Large groups of smaller balance homogeneous loans are collectively evaluated for the necessary allowance. Accordingly, individual consumer and residential loans are not separately evaluated for impairment.

Loans Held for Sale — Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or market value. The Company controls its interest rate risk with respect to mortgage loans held for sale and loan commitments expected to close by entering into agreements to sell loans. The Company records loan commitments related to the origination of mortgage loans held for sale as derivative instruments. The Company’s commitments for fixed rate mortgage loans, generally last 30 to 45 days and are at market rates when initiated. The aggregate market value of mortgage loans held for sale takes into account the sales prices of such agreements. The Company also provides currently for any losses on uncovered commitments to lend or sell. The Company sells residential mortgage loans in the secondary market with servicing released.

Premises and Equipment — Land is carried at cost. Premises and equipment are stated at cost, net of accumulated depreciation. Depreciation is charged using the straight-line method over the useful lives (three to thirty-nine years) of the assets. Additions to premises and equipment and major replacements or improvements are capitalized at cost. Maintenance, repairs and minor replacements are expensed when incurred. Gains and losses on routine dispositions are reflected in current earnings.

Other Real Estate Owned — Other real estate owned (“OREO”) is stated at net realizable value at the time of foreclosure. Market values of OREO are reviewed regularly and valuation allowances are established when the carrying value exceeds the estimated net realizable value. Gains and losses on OREO are recorded at the time of sale. Costs to maintain the real estate are expensed after acquisition.

Restricted Stock — Restricted stock consists of non-marketable equity securities including investments in the stock of the Federal Home Loan Bank (“FHLB”) and Community Bankers Bank. These stocks have no ready market and no quoted market value. Because of the redemption provisions of the restricted stock, the Bank estimates that fair value equals cost for these investments resulting in no impairment at December 31, 2013. Investment in the FHLB is a condition of borrowing from the FHLB. The stock is pledged to collateralize such borrowings. At December 31, 2013 and 2012, the investment in the FHLB stock was $2,592,000 and $2,604,000, respectively. At December 31, 2013 and 2012, the investment in Community Bankers Bank was $45,000. Dividends received on these stocks are included in interest income.

Stock-Based Compensation — Compensation cost for stock-based payments is measured based on the fair value of the award, which most commonly includes restricted stock (i.e., unvested common stock), stock options, and stock appreciation rights at the grant date and is recognized in the consolidated financial statements on a straight-line basis over the requisite service period for service-based awards. The fair value of restricted stock is determined based on the price of the Company’s common stock on the date of grant. The fair value of stock options is estimated at the date of grant using a Black-Scholes option pricing model and related assumptions.

Income Taxes — The Company files a consolidated federal income tax return and separate state income tax returns. Income taxes are allocated to each of the holding company and the Bank as if filed separately for federal purposes and based on the separate returns filed for state purposes.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences (principally the provision for loan losses, deferred compensation and depreciation) between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. In considering whether a valuation allowance on deferred tax assets is needed, management considers all available evidence, including the length of time tax net operating loss carryforwards are available, the existence of available reversing temporary differences, the ability to generate future taxable income and available tax planning strategies. In 2009 the Company recorded a full valuation allowance on its net deferred tax assets because of its preceding poor earnings history and the inability to reasonably predict future taxable income caused by the volatility in the loan portfolio. Because of substantial improvement in the Company’s earnings and the quality of the Company’s loan portfolio over the past nine fiscal quarters, the Company does not believe a valuation allowance is now required. The Company is three years cumulatively profitable and has been profitable for the last nine quarters. The Company anticipates that it will generate income before income taxes at a sufficient level in the future to fully utilize all of its net operating loss carry forwards; however, there can be no assurance to this effect. Accordingly, in 2013 the full valuation allowance was reversed.

Income (Loss) Per Share of Common Stock — Basic and diluted net income (loss) per share of common stock are presented after giving retroactive effect to stock splits and dividends. The assumed conversion of stock options using the treasury stock method creates the difference between basic and diluted net income (loss) per share. Income (loss) per share is calculated by dividing net income (loss) attributed to common shareholders by the weighted average number of common shares outstanding for each period presented. Anti-dilutive options totaling 225,001, 233,894 and 244,696 have been excluded from the net income (loss) per share calculation for the years ended December 31, 2013, 2012 and 2011, respectively.

Off-Balance Sheet Credit Related Financial Instruments — In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.

Reclassification — Certain amounts in the 2012 and 2011 consolidated financial statements have been reclassified to conform to the 2013 presentation. The reclassifications had no effect on net loss or stockholders’ equity as previously reported.

Footnote Presentation — All dollars are rounded to the nearest thousand.

Recent Accounting Pronouncements — The following is a summary of recent authoritative pronouncements that affect accounting, reporting and disclosure of financial information by the Company:

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. ASU No. 2013-02 does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. ASU No. 2013-02 requires an entity to disaggregate the total change of each component of other comprehensive income (e.g., unrealized gains or losses on available-for-sale investment securities) and separately present reclassification adjustments and current period other comprehensive income. The provisions of ASU No. 2013-02 also require that entities present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., unrealized gains or losses on available-for-sale investment securities) and the income statement line item affected by the reclassification (e.g., realized gains (losses) on sales of investment securities). If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related note in the financial statements for additional information. The Company adopted the provisions of ASU No. 2013-02 effective January 1, 2013 and provided these required disclosures in note 5 to the consolidated financial statements. The adoption of ASU No. 2013-02 had no impact on the Company’s consolidated statements of income and condition.

In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's consolidated statements of income and condition.

In January 2014, the FASB issued ASU No. 2014-04, “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and

annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company's consolidated statements of income and condition.

Note 2 — Investment Securities

The amortized cost, gross unrealized gains and losses, and estimated fair value of investment securities are as follows:

(Dollars in thousands)

	December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
US government and other agency obligations	$	26,972	$	—	$	2,520	$	24,452
Mortgage-backed securities		79,418		99		2,792		76,725
Municipal securities		43,116		133		2,070		41,179
Collateralized debt obligation		310		286		—		596
	$	149,816	$	518	$	7,382	$	142,952

	December 31, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
US government and other agency obligations	$	29,256	$	103	$	14	$	29,345
Mortgage-backed securities		71,877		891		159		72,609
Municipal securities		33,278		813		148		33,943
Collateralized debt obligation		310		103		—		413
	$	134,721	$	1,910	$	321	$	136,310

The amortized cost and estimated fair value of investment securities at December 31, 2013 by contractual maturity for debt securities are shown below. Mortgage-backed securities have not been scheduled since expected maturities will differ from contractual maturities because borrowers may have the right to prepay the obligations. All mortgage-backed securities owned by the Company are those of government sponsored enterprises.

(Dollars in thousands)		Amortized Cost		Fair Value
Due in 1 year	$	250	$	251
Over 1 year through 5 years		2,597		2,594
After 5 years through 10 years		14,213		13,745
Over 10 years		53,338		49,637
		70,398		66,227
Mortgage backed securities		79,418		76,725
Total	$	149,816	$	142,952

Investment securities with an aggregate book value of $68,853,000 and $56,566,000 at December 31, 2013 and 2012, respectively, were pledged to secure public deposits, FHLB borrowings and repurchase agreements.

The fair value of securities with temporary impairment at December 31, 2013 and 2012 is shown below:

	Impairment				Impairment
(Dollars in thousands)	Less Than Twelve Months				Over Twelve Months
December 31, 2013	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Description of securities:
US government and other agency obligations	$	20,959	$	2,099	$	3,493	$	421
Mortgage backed securities		57,739		2,166		11,596		626
Municipal securities		27,664		1,666		4,492		404
Total	$	106,362	$	5,931	$	19,581	$	1,451

	Impairment				Impairment
	Less Than Twelve Months				Over Twelve Months
December 31, 2012	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Description of securities:
US government and other agency obligations	$	7,000	$	14	$	—	$	—
Mortgage backed securities		22,514		159		—		—
Municipal securities		8,957		148		—		—
Total	$	38,471	$	321	$	—	$	—

Management believes all of the unrealized losses as of December 31, 2013 and 2012 result from temporary changes in market conditions related to interest rates. Eleven U.S. government and other agency obligation securities, thirty-three mortgage-backed securities and fifty-six municipal securities had unrealized losses at December 31, 2013 while at December 31, 2012, three were U.S. government and other agency obligations, eight were mortgage-backed securities and seventeen were municipal securities. The temporary impairment is due primarily to changes in the short and long term interest rate environment since the purchase of the securities and is not related to credit issues of the issuer. The Bank has sufficient cash, investments showing unrealized gains and borrowing sources to provide sufficient liquidity to hold the securities with unrealized losses until maturity or a recovery of fair value, if necessary.

The Company reviews its investment portfolio on a quarterly basis, judging each investment for OTTI. For securities for which there is no expectation to sell or it is more likely than not that management will not be required to sell, the OTTI is separated into credit and noncredit components. The credit-related OTTI, represented by the expected loss in principal, is recognized in noninterest income, while the noncredit-related OTTI is recognized in the other comprehensive income (loss). Noncredit-related OTTI results from other factors, including increased liquidity spreads. For securities for which there is an expectation to sell, all impairment is recognized in noninterest income.

The Company owns a collateralized debt obligation that is collateralized by subordinated debt issued by approximately forty-two commercial banks located throughout the United States. This security was valued considering multiple stress scenarios using current assumptions for underlying collateral defaults, loss severity and prepayments. The present value of the future cash flows was calculated using 10% as a discount rate. The difference in the present value and the carrying value of the security would be OTTI, if any. During the year ended December 31, 2011 the Company recognized OTTI of $26,000 through noninterest income. There was no OTTI in the years ended December 31, 2013 and December 31, 2012. The security is currently carried at an estimated fair value of $597,000 at December 31, 2013. Subsequent to year end, this security was sold for $685,000.

The following table presents more detail on the collateralized debt obligation as of December 31, 2013 with an original par value of $1,087,000. These details are listed separately due to the inherent level of risk for continued OTTI on this security.

Current

Present Value

(Dollars in thousands)

Credit

Book

Fair

Unrealized

Discounted

Description

Cusip#

Rating

Value

Gain

Cash Flow

Collateralized debt obligation

Trapeza 2003-5A

89412

RAL9

310

597

287

597

Gross realized gains, gross realized losses, and sale and call proceeds for available for sale securities for the years ended December 31, 2013, 2012, and 2011 are summarized as follows. These net gains or losses are shown in noninterest income as gain on the sale of investment securities.

		Available for sale
(Dollars in thousands)		2013		2012		2011
Gross realized gains	$	120	$	2,821	$	1,106
Gross realized losses		—		32		26
Net gain on available for sale securities	$	120	$	2,789	$	1,080

Call/Sale proceeds	$	24,914	$	99,740	$	59,443

Changes in accumulated other comprehensive income/(loss) by component for the period ended December 31, 2013 are shown in the table below. All amounts are net of tax.

(Dollars in thousands)	Unrealized Gains/(Losses) on Available-for-Sale Securities
Beginning balance	$	1,049
Other comprehensive income/(loss) before reclassifications		(5,500	)
Amounts reclassified from accumulated other comprehensive income/(loss)		(79	)
Net current-period other comprehensive loss		(5,579	)
Ending balance	$	(4,530	)

Note 3 — Loans

A summary of loans outstanding by major classification as of December 31, 2013 and December 31, 2012 follows:

*(Dollars in thousands)*	December 31, 2013			December 31, 2012
Commercial and industrial:
Commercial	$	26,842		$	29,477
Leases & other		3,174			2,390
Total commercial and industrial:		30,016			31,867

Commercial real estate:
Construction/land		24,286			27,227
Commercial mortgages — owner occupied		30,908			31,154
Other commercial mortgages		49,297			51,948
Total commercial real estate		104,491			110,329

Consumer real estate:
1–4 residential		33,644			32,757
Home equity loans and lines of credit		16,085			18,014
Total consumer real estate		49,729			50,771

Consumer installment:		2,923			3,502
Total loans		187,159			196,469
Allowance for loan losses		(3,260	)		(4,429	)

Net loans	$	183,899		$	192,040

The table above includes net deferred loan fees/(costs) that totaled $22,000 and ($39,000) at December 31, 2013 and December 31, 2012, respectively. Loans totaling $76,129,000 were pledged as collateral for borrowings from the FHLB and Federal Reserve.

Loan Origination/Risk Management. The Bank has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers,

however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria.

With respect to loans to developers and builders that are secured by non-owner occupied properties that may be originated from time to time, management generally requires the borrower to have had an existing relationship with the Bank and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing.

Consumer loans are originated and underwritten based on policies and procedures developed and modified by Bank management. The relatively small loan amounts that are spread across many individual borrowers, helps to minimize risk. Underwriting standards for 1–4 residential and home equity loans include, but are not limited to, a maximum loan-to-value percentage of 80%, collection remedies, the number of such loans a borrower can have at one time and documentation requirements.

The Bank engages an independent loan review company to review and validate the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the lending policies and procedures.

Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans that are 90 days past due are placed on non-accrual status or when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Non-accrual loans, segregated by class of loans, were as follows as of December 31:

(Dollars in thousands)

	2013		2012
Commercial and industrial:
Commercial	$	20	$	89
Leases & other		—		—
Commercial real estate:
Construction/land		—		319
Commercial mortgages-owner occupied		283		1,034
Other commercial mortgages		1,411		1,843
Consumer real estate:
1–4 residential		764		312
Home equity loans and lines of credit		74		337
Consumer installment:
Consumer installment		—		—
Total	$	2,552	$	3,934

The gross interest income that would have been recorded under the original terms of the non-accrual loans amounted to $163,000 in 2013, $131,000 in 2012 and $705,000 in 2011. No interest income was recognized on non-accrual loans in 2013, 2012 or 2011.

An analysis of past due loans, segregated by class of loans, as of December 31, 2013 and 2012 follows:

(Dollars in thousands)
December 31, 2013	Loans 30-89 days		Loans 90 or more days		Total past due		Current loans		Total loans		>90 days and still accruing
Commercial and industrial:
Commercial	$	—	$	20	$	20	$	26,822	$	26,842	$	—
Leases & other		—		—		—		3,174		3,174		—
Commercial real estate:
Construction/land		—		—		—		24,286		24,286		—
Commercial mortgages — owner occupied		103		78		181		30,727		30,908		—
Other commercial mortgages		—		—		—		49,297		49,297		—
Consumer real estate:
1–4 residential		556		675		1,231		32,413		33,644		—
Home equity loans and lines of credit		88		75		163		15,922		16,085		—
Consumer installment:
Consumer installment		42		—		42		2,881		2,923		—

Total	$	789	$	848	$	1,637	$	185,522	$	187,159	$	—

December 31, 2012	Loans 30-89 days		Loans 90 or more days		Total past due		Current loans		Total loans		>90 days and still accruing
Commercial and industrial:
Commercial	$	143	$	64	$	207	$	29,270	$	29,477	$	—
Leases & other		—		—		—		2,390		2,390		—
Commercial real estate:
Construction/land		—		—		—		27,227		27,227		—
Commercial mortgages — owner occupied		203		47		250		30,904		31,154		—
Other commercial mortgages		137		317		454		51,494		51,948		—
Consumer real estate:
1–4 residential		1,195		117		1,312		31,445		32,757		—
Home equity loans and lines of credit		296		298		594		17,420		18,014		—
Consumer installment:
Consumer installment		44		—		44		3,458		3,502		—

Total	$	2,018	$	843	$	2,861	$	193,608	$	196,469	$	—

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Impaired loans, segregated by class of loans, for December 2013 and 2012 are summarized as follows:

(Dollars in thousands)

December 31, 2013	Unpaid contractual principal balance		Recorded investment with no allowance		Recorded investment with allowance		Total recorded investment		Related allowance
Commercial and industrial:
Commercial	$	845	$	825	$	20	$	845	$	20
Leases & other		—		—		—		—		—
Commercial real estate:
Construction/land		100		100		—		100		—
Commercial mortgages — owner occupied		431		283		117		400		56
Other commercial mortgages		2,372		1,720		29		1,749		5
Consumer real estate:
1–4 residential		244		38		206		244		32
Home equity loans and lines of credit		—		—		—		—		—
Consumer installment		—		—		—		—		—
Total	$	3,992	$	2,966	$	372	$	3,338	$	113

December 31, 2012	Unpaid contractual principal balance		Recorded investment with no allowance		Recorded investment with allowance		Total recorded investment		Related allowance
Commercial and industrial:
Commercial	$	1,215	$	1,126	$	—	$	1,126	$	—
Leases & other		—		—		—		—		—
Commercial real estate:
Construction/land		519		444		75		519		1
Commercial mortgages — owner occupied		2,280		736		873		1,609		66
Other commercial mortgages		2,790		2,136		30		2,166		6
Consumer real estate:
1–4 residential		234		39		195		234		41
Home equity loans and lines of credit		—		—		—		—		—
Consumer installment		—		—		—		—		—
Total	$	7,038	$	4,481	$	1,173	$	5,654	$	114

As noted above, the Bank had impaired loans with outstanding balances of $3,338,000 and $5,654,000 at December 31, 2013 and December 31, 2012, respectively. Impaired loans with either charge-offs or specific reserves totaled $2,641,000 (gross of charge-off) at December 31, 2013. Of this amount, $654,000 has been charged-off and $113,000 has been specifically reserved. Impaired loans with either charge-offs or specific reserves totaled $4,426,000 (gross of charge-off) at December 31, 2012. Of this amount, $1,384,000 had been charged-off and $114,000 had been specifically reserved.

Interest income and average recorded investment in impaired loans is summarized as follows:

(Dollars in thousands)		Average Recorded Investment for the year ended 12-31-13		Gross Interest Income for the year ended 12-31-13
Commercial and industrial:
Commercial	$	943	$	110
Commercial real estate:
Construction/land		243		24
Commercial mortgages owner occupied		1,418		165
Commercial mortgages — other		1,912		155
Consumer real estate:
1–4 residential		259		19
Consumer Installment		—		—
Total	$	4,775	$	473

		Average Recorded Investment for the year ended 12-31-12		Gross Interest Income for the year ended 12-31-12
Commercial and industrial:
Commercial	$	2,626	$	59
Commercial real estate:
Construction/land		2,723		86
Commercial mortgages owner occupied		1,562		56
Commercial mortgages — other		2,976		103
Consumer real estate:
1–4 residential		298		14
Consumer Installment		40		3
Total	$	10,225	$	321

		Average Recorded Investment for the year ended 12-31-11		Gross Interest Income for the year ended 12-31-11
Commercial and industrial:
Commercial	$	3,465	$	121
Commercial real estate:
Construction/land		5,186		38
Commercial mortgages owner occupied		3,699		66
Commercial mortgages — other		3,308		85
Consumer real estate:
1–4 residential		189		7
Home equity and lines of credit		77		—
Consumer Installment		33		2
Total	$	15,957	$	319

Credit Quality Indicators. As part of the on-going monitoring of credit quality of the Bank’s loan portfolio, management tracks certain credit quality indicators including trends related to 1) the weighted-average risk rate of loan pools, 2) the level of classified loans, 3) non-performing loans and 4) general local economic conditions.

Management utilizes a risk rating matrix to assign a risk rate to each of its loans. Loans are rated on a scale of 1-7. Risk ratings are updated daily if new information necessitates a change. A description of the general characteristics of the risk ratings matrix is as follows:

Risk ratings 1-3 (Pass) — These risk ratings include loans to high credit quality borrowers with satisfactory credit and repayment history, stable trends in industry and company performance, management that exhibits average strength in comparison to others in the industry, sound repayment sources and average to above average individual or guarantor support.

Risk rating 4 (Monitor) — This risk rating includes loans to borrowers with satisfactory credit, some slow repayment history, stable trends in their industry and positive operating trends. Financial conditions are achieving performance expectations at a slower pace than anticipated. Management changes, interim losses and repayment sources are somewhat strained but there is satisfactory individual or guarantor support.

Risk rating 5 (Watch) — This risk rating includes loans to borrowers with increasing delinquency history, stable to decreasing or adverse trends in their industry and company performance, adverse trends in operations, marginal primary repayment sources with secondary repayment sources available, marginal debt service coverage, some identifiable risk of collection and limited individual or guarantor support.

Risk rating 6 (Substandard) — This risk rating includes loans to borrowers with demonstration of inability to perform in a timely manner, decreasing or adverse trends in their industry and company performance, well-defined weakness in management, profitability or liquidity, limited repayment sources and individual or guarantor support is declining. There is a distinct possibility the Bank will sustain losses related to this risk rating if deficiencies are not corrected.

Risk rating 7 (Doubtful) — This risk rating includes loans to borrowers with demonstration of inability to perform in a timely manner and no customer response, decreasing or adverse trends in industry, high possibility the Bank will sustain loss unless pending factors are successful, full collection or liquidation is highly questionable and improbable, repayment sources are severely impaired or nonexistent and no individual or guarantor support.

The following table represents risk rating loan totals, segregated by class.

(Dollars in thousands)
December 31, 2013	Risk rating 1-3		Risk rating 4		Risk rating 5		Risk rating 6		Total
Commercial and industrial:
Commercial	$	7,556	$	12,239	$	6,133	$	914	$	26,842
Leases & other		3,174		—		—		—		3,174
Commercial real estate:
Construction/land		10,915		7,403		300		5,668		24,286
Commercial mortgages — owner occupied		12,823		15,504		700		1,881		30,908
Other commercial mortgages		10,848		33,069		2,691		2,689		49,297
Consumer real estate:
1–4 residential		23,997		4,805		1,906		2,936		33,644
Home equity loans and lines of credit		14,261		1,150		205		469		16,085
Consumer installment:
Consumer installment		2,667		106		130		20		2,923
Total	$	86,241	$	74,276	$	12,065	$	14,577	$	187,159

There were no loans with a risk rating of 7 as of December 31, 2013.

December 31, 2012	Risk rating 1-3		Risk rating 4		Risk rating 5		Risk rating 6		Total
Commercial and industrial:
Commercial	$	8,559	$	10,276	$	6,893	$	3,749	$	29,477
Leases & other		2,390		—		—		—		2,390
Commercial real estate:
Construction/land		8,025		11,454		1,230		6,518		27,227
Commercial mortgages — owner occupied		14,021		12,205		1,886		3,042		31,154
Other commercial mortgages		12,931		28,409		5,730		4,878		51,948
Consumer real estate:
1–4 residential		21,384		6,055		3,090		2,228		32,757
Home equity loans and lines of credit		15,417		1,415		350		832		18,014
Consumer installment:
Consumer installment		3,100		115		210		77		3,502
Total	$	85,827	$	69,929	$	19,389	$	21,324	$	196,469

There were no loans with a risk rating of 7 as of December 31, 2012.

Allowance for Loan Losses. The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Company’s allowance for possible loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit

and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for loan losses also reflects the totality of actions taken on all loans for a particular period. In other words,theamount of the provision reflects not only the necessary increases in theallowance for possible loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

The Company’s allowance for loan losses consists of two elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific impaired loans; and (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for groups of loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions.

The allowances established for losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. When a commercial loan greater than $100,000 has a calculated grade of 6 or higher, or any loan is designated as a troubled debt, an analysis is performed on the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. All consumer loans and commercial loans under $100,000 are not specifically analyzed for impairment. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things.

Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off, adjusted for various qualitative factors. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on an average six quarter history of actual charge-offs experienced within the loan pools. An adjusted historical valuation allowance is established for each pool of similar loans based upon the product of the adjusted historical loss ratio and the total dollar amount of the loans in the pool. The Company’s pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans.

Loans identified as losses by management, internal or external loan review are charged off.

The change in the allowance for loan losses for the years ended December 31, 2013 and 2012 is summarized as follows:

(Dollars in thousands)		Dec 31, 2012		Re-Allocation			Provision/ (Reversal)			Charge-offs			Recoveries		Dec 31, 2013
Commercial and industrial:	$	665	$	(443	)	$	(141	)	$	(21	)	$	107	$	167
Commercial real estate:		3,205		423			(1,539	)		(22	)		601		2,668
Consumer real estate:		516		31			(15	)		(182	)		49		399
Consumer installment:		43		(11	)		(5	)		(7	)		6		26
Total	$	4,429	$	—		$	(1,700	)	$	(232	)	$	763	$	3,260


		Dec 31, 2011		Re-Allocation			Provision			Charge-offs			Recoveries		Dec 31, 2012
Commercial and industrial:	$	1,906	$	(823	)	$	—		$	(655	)	$	237	$	665
Commercial real estate:		4,562		380			—			(1,785	)		48		3,205
Consumer real estate:		237		413			—			(142	)		8		516
Consumer installment:		42		30			—			(38	)		9		43
Total	$	6,747	$	—		$	—		$	(2,620	)	$	302	$	4,429

The following is the recorded investment in loans related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the impairment methodology and the corresponding period-end amount of allowance for loan losses. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

(Dollars in thousands)
December 31, 2013	Commercial and Industrial			Commercial Real Estate			Consumer Real Estate			Consumer Installment			Total
Loans individually evaluated for impairment	$	845		$	2,249		$	244		$	—		$	3,338
Loans collectively evaluated for impairment		29,171			102,242			49,485			2,923			183,821
Balance December 31, 2013	$	30,016		$	104,491		$	49,729		$	2,923		$	187,159

Percentage of loan portfolio		16.0	%		55.8	%		26.6	%		1.6	%		100.0	%

Period-end allowance for loan loss amounts allocated to:
Loans individually evaluated for impairment	$	20		$	61		$	32		$	—		$	113
Loans collectively evaluated for impairment		147			2,608			367			25			3,147
Balance December 31, 2013	$	167		$	2,669		$	399		$	25		$	3,260



December 31, 2012	Commercial and Industrial			Commercial Real Estate			Consumer Real Estate			Consumer Installment			Total
Loans individually evaluated for impairment	$	1,126		$	4,294		$	234		$	—		$	5,654
Loans collectively evaluated for impairment		30,741			106,035			50,537			3,502			190,815
Balance December 31, 2012	$	31,867		$	110,329		$	50,771		$	3,502		$	196,469

Percentage of loan portfolio		16.2	%		56.2	%		25.8	%		1.8	%		100.0	%

Period-end allowance for loan loss amounts allocated to:
Loans individually evaluated for impairment	$	—		$	73		$	41		$	—		$	114
Loans collectively evaluated for impairment		665			3,132			475			43			4,315
Balance December 31, 2012	$	665		$	3,205		$	516		$	43		$	4,429

Troubled debt restructured loans (“TDRs”), which are included in the impaired loan totals, were $2,937,000 and $5,254,000 at December 31, 2013 and December 31, 2012, respectively. TDRs on non-accrual were $1,635,000 and $3,160,000 at December 31, 2013 and December 31, 2012, respectively. The decrease in TDRs was a result of principal reductions through payments and valuation adjustments.

There were no loans that were modified into TDRs for the year ended December 31, 2013.

Loans that were modified into TDRs for the year ended December 31, 2012 are listed in the table below. Balances reflected are those immediately after modification.


(Dollars in thousands)	Number of Loans		Pre-modification Outstanding Recorded Investment		Post-modification Outstanding Recorded Investment
Extended payment terms
Commercial and industrial		5	$	110	$	110
Commercial construction		1		74		74
Consumer 1–4 residential		1		253		253
Total		7	$	437	$	437

The following table presents the successes and failures of the types of modifications made within the previous twelve months as of December 31, 2012. Balances reflected are those immediately after modification.

	Paid in Full				Paying as restructured				Foreclosure/Default				Converted to non-accrual
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount		Number		Amount


Extended payment terms
Commercial and industrial		—	$	—		4	$	85		—	$	—		1	$	25
Commercial construction		—		—		—		—		—		—		1		74
Consumer 1–4 residential		1		253		—		—		—		—		—		—
Total		1	$	253		4	$	85		—	$	—		2	$	99

The following table presents the successes and failures of the types of modifications made within the previous twelve months as of December 31, 2011. A single loan can be included in multiple rows due to more than one concession. Balances reflected are those immediately after modification.

	Paid in Full				Paying as restructured				Foreclosure/Default				Converted to non-accrual
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount		Number		Amount
Below market interest rate
Commercial construction		—	$	—		1	$	103		—	$	—		—	$	—
Commercial mortgage — other		—		—		—		—		—		—		2		571
Total		—	$	—		1	$	103		—	$	—		2	$	571

Extended payment terms
Commercial and industrial		—	$	—		6	$	594		1	$	43		1	$	43
Commercial construction		—		—		2		103		—		—		1		456
Commercial mortgage owner occupied		—		—		5		1,168		1		778		3		2,345
Commercial mortgage — other		—		—		7		1,165		—		—		2		571
Consumer 1–4 residential		—		—		4		261		—		—		—		—
Consumer Installment		—		—		2		98		—		—		—		—
Total		—	$	—		26	$	3,389		2	$	821		7	$	3,415

Other
Commercial and industrial		—	$	—		2	$	140		1	$	250		1	$	250
Commercial construction		—		—		1		103		—		—		1		456
Commercial mortgage owner occupied		—		—		4		1,848		1		779		1		779
Commercial mortgage other		—		—		3		719		—		—		2		570
Total		—	$	—		10	$	2,810		2	$	1,029		5	$	2,055

Note 4 — Premises and Equipment

Premises and equipment at December 31 are summarized as follows:

(Dollars in thousands)

	2013			2012
Land	$	900		$	900
Buildings and improvements		5,065			5,065
Equipment		1,766			1,726
Furniture and fixtures		846			846
Electronic data processing equipment		3,931			3,816
		12,508			12,353
Less accumulated depreciation		(8,064	)		(7,690	)
	$	4,444		$	4,663

Depreciation expense was $374,000, $382,000 and $383,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

Note 5 — Other Assets

Other assets at December 31 consist of the following:

(Dollars in thousands)

	2013		2012
Prepaid expenses	$	245	$	275
Other		470		506
	$	715	$	781

Note 6 — Time Deposits

At December 31, 2013 and 2012, time deposits of $100,000 or more totaled $47,732,000 and $47,822,000, respectively. The Bank had no brokered deposits at December 31, 2013 or at December 31, 2012.

Contractual maturities of time deposits at December 31, 2013 are summarized as follows:

(Dollars in thousands)


12 months or less	$	63,561
1–3 years		25,188
>3 years		497
	$	89,246

Note 7 — Short Term Borrowings

The outstanding balances and related information for short term borrowings are summarized as follows:

(Dollars in thousands)


	/--------------- Federal Funds ----------------/									/---------- Federal Home Loan Bank----------/
	Purchased									Overnight Borrowings
		2013			2012			2011			2013			2012			2011
Outstanding balance at December 31	$	—		$	—		$	2,516		$	2,000		$	—		$	—
Weighted average rate		0.00	%		0.00	%		1.00	%		0.36	%		0.00	%		0.00	%
Maximum month-end outstanding	$	27		$	—		$	2,516		$	2,000		$	—		$	—
Approximate average amounts outstanding	$	47		$	52		$	29		$	5		$	—		$	—
Weighted average rate for the year		0.75	%		1.09	%		1.00	%		0.36	%		0.00	%		0.00	%

Federal funds purchased generally mature within one to thirty days from the transaction date.

Note 8 — Long Term Borrowings

At December 31, 2013, long term borrowings consisted of fixed and variable rate FHLB advances, repurchase agreements and trust preferred debt. The outstanding balances and related information for the FHLB advances and the repurchase agreements are summarized as follows:

(Dollars in thousands)

		FHLB Long Term Advances			Repurchase Agreements
		2013		2012		2013			2012
Outstanding balance	$	46,000	$	45,100	$	15,000		$	15,000
Stated interest rate or range		0.17%–4.16%		0.21%–4.16%		3.60	%		3.60	%

The Bank has pledged as collateral FHLB stock and certain investment securities and has entered into a blanket collateral agreement whereby qualifying mortgages, free of other encumbrances and at various discounted values as determined by the FHLB, will be maintained.

The contractual maturities of the long term FHLB advances at December 31, 2013, are as follows:

(Dollars in thousands)

2014	$	19,500
2015		17,000
2016		6,000
2017		3,500
Thereafter		—
	$	46,000

The Company has previously entered into an agreement under which it sells U.S. Agency pass thru securities or better, subject to an obligation to repurchase the same or similar securities. Under this arrangement, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, this repurchase agreement is accounted for as a collateralized financing arrangement (i.e., secured borrowing) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Company's consolidated statements of condition, while the securities underlying the repurchase agreement remain in the respective investment securities asset accounts. There is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default. The Company had $15,000,000 in a repurchase agreement as of December 31, 2013 and December 31, 2012.

In October 2004, the Company formed Greer Capital Trust I (“Trust I”). Trust I issued $6,000,000 of variable rate trust preferred securities as part of a pooled offering of such securities. The Company issued $6,186,000 of junior subordinated debentures to the Trust I in exchange for the proceeds of the offering, which debentures represent the sole asset of Trust I. The debentures pay interest quarterly at the three-month LIBOR plus 2.20% adjusted quarterly, and mature in October 2034.

In December 2006, the Company formed Greer Capital Trust II (“Trust II”). Trust II issued $5,000,000 of variable rate trust preferred securities as part of a pooled offering of such securities. The Company issued $5,155,000 of junior subordinated debentures to the Trust II in exchange for the proceeds of the offering, which debentures represent the sole asset of Trust II. The debentures pay interest quarterly at the three-month LIBOR plus 1.73% adjusted quarterly, and mature in December 2036 with an option to call the debt in December 2011 at par. The debt was not called.

Both junior subordinated debentures allow deferral of interest payments for up to five years. As a condition of deferring the interest payments, the Company is prohibited from paying dividends on its common stock or the Company’s preferred stock. Due to the financial condition of the Company, quarterly interest payments related to these debentures were deferred starting with the January 2011 payments. As of December 31, 2013, the Company had accrued and owed a total of $885,000 of interest payments on the two junior subordinated debentures.

In accordance with ASC 810, Trust I and Trust II (the “Trusts”) are not consolidated with the Company. Accordingly, the Company does not report the securities issued by the Trusts as liabilities, and instead reports as liabilities the junior subordinated debentures issued by the Company and held by each Trust. However, the Company has fully and unconditionally guaranteed the repayment of the variable rate trust preferred securities. These trust preferred securities currently qualify as Tier 1 capital for regulatory capital requirements of the Company.

Note 9 — Unused Lines of Credit

As of December 31, 2013, the Bank had unused short-term lines of credit to purchase federal funds from correspondent banks totaling $16,000,000.

The Bank has the ability to borrow an additional $43,020,000 from the FHLB and $14,281,000 from the Federal Reserve. The FHLB borrowings are available by pledging collateral and purchasing additional stock in the FHLB. The line of credit with the Federal Reserve is collateralized by the Bank’s commercial and consumer loan portfolios.

Note 10 — Off-Balance Sheet Activities, Commitments and Contingencies

In the normal course of business, the Bank is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the accompanying balance sheets. The contract amounts of those instruments reflect the extent of involvement in particular classes of financial instruments.

Management uses the same credit policies in making commitments as for making loans. Commitments to extend credit in the future represent financial instruments involving credit risk.

A summary of commitments at December 31, 2013 and 2012 is as follows:

(Dollars in thousands)

	2013		2012

Commitments to extend credit	$	29,814	$	29,191
Standby letters of credit		1,510		1,940
	$	31,324	$	31,131

Commitments to extend credit are agreements to lend as long as there is no violation of the conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Management evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if any, obtained upon extension of credit is based on our credit evaluation.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances that management deems necessary. Newly issued or modified guarantees are to be recorded on the Company’s balance sheet at fair value at inception. As of December 31, 2013 and 2012, the Company has not recorded any liability related to these guarantees.

Concentrations of Credit Risk — Substantially all loans and commitments to extend credit have been granted to customers in the Bank’s market area and such customers are generally depositors of the Bank. The concentrations of credit by type of loan are set forth in Note 3. The distribution of commitments to extend credit approximates the distribution of loans outstanding. The primary focus is toward consumer and small business transactions, and accordingly, there are not a significant number of credits to any single borrower or group of related borrowers in excess of $2,500,000.

From time to time, the Bank has cash and cash equivalents on deposit with financial institutions that exceed federally insured limits.

Litigation — The Company is a party to litigation and claims arising in the normal course of business. Management believes that the liabilities, if any, arising from such litigation and claims will not be material to the Company’s financial position.

Note 11 — Benefit Plans

Defined Contribution Plan — The Bank has a 401(k) Profit Sharing Plan for the benefit of employees. Subject to annual approval by our Board of Directors, employee contributions of up to 5% of compensation are matched in accordance with plan guidelines. Matching contributions of $129,000 were charged to expense during 2013. The Bank did not match any contributions in 2012 or 2011.

Stock Option Plan- The Company has adopted ASC 718 using the modified prospective application method as permitted. Under this application, the Company is required to record compensation expense for the fair value of all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.

Effective April 27, 2006, the Directors’ Incentive Stock Option Plan (the “Directors’ Incentive Plan”) was terminated. Outstanding options to purchase shares of our common stock issued under the former Directors’ Incentive Plan will be honored in accordance with the terms and conditions in effect at the time they were granted, except that they are not subject to reissuance. At December 31, 2013, there were options to purchase 22,500 shares of our common stock outstanding that had been issued, but not yet exercised under the terminated Directors’ Incentive Plan.

Effective April 28, 2005, the Greer State Bank Employee Incentive Stock Option Plan (the “Plan”) was terminated. Outstanding options to purchase shares of our common stock issued under the former Plan will be honored in accordance with the terms and conditions in effect at the time they were granted, except that they are not subject to reissuance. At

December 31, 2013, there were no more options to purchase shares of our common stock outstanding that had been issued, but not yet exercised, under the terminated Plan.

Effective April 28, 2005, the Company adopted the 2005 Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the granting of statutory incentive stock options within the meaning of Section 422 of the Internal Revenue Code as well as non-statutory stock options. The Incentive Plan authorized the initial issuance of options and stock awards to acquire up to 250,000 shares of common stock of the Company. The Incentive Plan provides that beginning with the annual meeting of the shareholders in 2006 and continuing for the next eight annual meetings, the aggregate number of shares of common stock that can be issued under the Incentive Plan will automatically be increased by a number of shares equal to the least of (1) 2% of the diluted shares outstanding, (2) 20,000 shares or (3) a lesser number of shares determined by the Compensation Committee of our Board. “Diluted shares outstanding” means the sum of (a) the number of shares of common stock outstanding on the date of the applicable annual meeting of shareholders, (b) the number of shares of common stock issuable on such date assuming all outstanding shares of preferred stock and convertible notes are then converted, and (c) the additional number of shares of common stock that would be outstanding as a result of any outstanding options or warrants during the fiscal year of such meeting using the treasury stock method. In each of 2013 and 2012, the number of available stock awards under this plan increased by 20,000 per year. Under the Incentive Plan, awards may be granted for a term of up to ten years from the effective date of grant. Our Compensation Committee has the 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 fair value of a share of common stock on the date the option is granted. The per-share exercise price of nonqualified stock options may not be less than 85% of the fair value of a share on the effective date of grant. Any options that expire unexercised or are canceled become available for reissuance. No awards may be granted more than ten years after the date the Incentive Plan was approved by our Board of Directors, which was September 24, 2004. At December 31, 2013, the Company had 208,750 shares available for grant under the Incentive Plan. Vesting under the Incentive Plan is discretionary based upon a determination by our Compensation Committee.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the U.S. Treasury rate for the expected life at the time of grant. Volatility is based on the average long-term implied volatilities of the Company using historical volatility as a guide. The expected life is based on previous option exercise experience. No options to purchase shares of our common stock under the Incentive Plan were granted to employees in 2013 or 2012. The weighted-average grant-date fair value of options to purchase shares of our common stock granted during the year ended December 31, 2011 was $1.80.

A summary of option activity under the stock option plans discussed above for the three years ended December 31, 2013 is presented below:

	Options		Options			Exercise Price		Weighted Average
	Available		Outstanding			Range		Exercise Price
Balance at December 31, 2010	69,300		326,121			5.05-28.00		17.56

Granted	(1,000	)	1,000			2.50		2.50
Authorized	20,000		—			—		—
Forfeited	78,200		(78,200	)		5.05-27.50		16.03
Expired	—		(7,725	)		16.72-18.67		17.10
Balance at December 31, 2011	166,500		241,196		$	2.50-27.50	$	18.01

Granted	—		—			—		—
Authorized	20,000		—			—		—
Forfeited	2,250		(2,250	)		2.50-21.75		12.39
Expired	—		(9,552	)		17.56-18.67		17.77
Balance at December 31, 2012	188,750		229,394		$	5.05-27.50	$	18.08

Granted	—		—			—		—
Authorized	20,000		—			—		—
Forfeited	—		—			—		—
Expired	—		(10,349	)		18.67		18.67
Balance at December 31, 2013	208,750		219,045		$	5.05-27.50	$	18.05

There were 217,845 options exercisable at December 31, 2013 at an average weighted exercise price of $18.12.

The following table sets forth information pertaining to the Company’s exercisable options and options expected to vest:

		December 31, 2013
Aggregate intrinsic value of outstanding options	$	—
Aggregate intrinsic value of exercisable options	$	—
Weighted average remaining life of all options		2.95

No options to purchase shares of our common stock were exercised in 2013, 2012, or 2011.

As of December 31, 2013, there was $4,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s stock option plans. That cost is expected to be recognized over a weighted-average period of 0.88 years. The current total fair value of shares vested during the years ended December 31, 2013, 2012 and 2011 was $11,000, $48,000 and $86,000, respectively.

Non-Qualified Plans — The Company has established certain non-qualified benefit plans for certain key executive officers and directors. The benefits under the plans are computed and payable under certain terms as specified in each agreement. The estimated present value of future benefits to be paid is being accrued over the period from the effective date of each agreement until the initial payments are made at the normal retirement dates. Compensation expense related to these plans was $203,000, $85,000 and $69,000 for the years ended December 31, 2013, 2012 and 2011, respectively. The total liability under these plans was $1,267,000 and $1,163,000 at December 31, 2013 and 2012, respectively and is included in other liabilities in the accompanying consolidated balance sheets.

The Bank has purchased and is the owner and beneficiary of certain life insurance policies that will be used to finance the benefits under these agreements. Income earned on the life insurance policies, which is exempt from federal and state income tax, of $304,000, $317,000 and $327,000 for the years ended December 31, 2013, 2012 and 2011, respectively, is included in other income.

Note 12 — Income Taxes

The components of the provision for income taxes are as follows:

(Dollars in thousands)

	2013			2012			2011
Current income tax expense (benefit):
State	$	413		$	216		$	—
Federal		80			—			—
		493			216			—
Deferred federal income tax expense (benefit)		1,397			(1,409	)		(1,290	)
Increase (decrease) in valuation allowance		(5,691	)		1,409			1,290

Provision (benefit) for income taxes	$	(3,801	)	$	216		$	—

The provision for income taxes differs from the amount of income tax computed at the federal statutory rate due to the following:

(Dollars in thousands)

	2013						2012						2011
	Amount			Percent of Income Before Tax			Amount			Percent of Income Before Tax			Amount			Percent of Income Before Tax

Income (loss) before income taxes	$	5,160					$	5,125					$	(2,142	)

Tax (benefit) at statutory rate	$	1,755			34.0	%	$	1,742			34.0	%	$	(729	)		(34.0	)%
Tax effect of:
State income taxes net of federal benefit		273			5.3			143			2.8			—			—
Federally tax exempt interest income		(132	)		(2.6	)		(204	)		(4.0	)		(414	)		(19.3	)
Valuation allowance		(5,691	)		(110.3	)		(1,409	)		(27.5	)		1,290			60.2
Other-net		(6	)		(0.1	)		(56	)		(1.1	)		(147	)		(6.9	)

Income tax provision (benefit)	$	(3,801	)		73.7	%	$	216			4.2	%	$	—			—	%

Deferred tax assets consist of the following:

(Dollars in thousands)

	December 31,
	2013		2012
Deferred tax assets:
Allowance for loan losses	$	363	$	673
Other than temporary impairment		250		365
Deferred compensation		955		884
Net operating loss carryforward		2,370		3,472
Investment securities		2,334		—
Other real estate owned		228		419
Alternative minimum tax credit carryforward		169		117
Other		209		74
Total deferred tax assets		6,878		6,004
Less valuation allowance		0		(5,691	)
		6,878		313
Deferred tax liabilities:
Depreciation		187		229
Prepaid expenses		63		84
Investment securities		—		540
		250		853
Net deferred tax asset (liability)	$	6,628	$	(540	)

Net operating loss carryforwards are for federal income tax purposes and expire 2029 through 2031. The Company has no reserve for uncertain tax positions as of December 31, 2013 and 2012. The Company’s federal and state income tax returns are open and subject to examination for the 2010 tax return year and forward.

The need for a valuation allowance is considered when it is determined more likely than not that a deferred tax asset will not be realized. In making this determination, management considers all available evidence, including the existence of available reversing temporary differences, the ability to generate future taxable income and available tax planning strategies. Primarily as the result of recent earnings history and the inability to reasonably predict future taxable income caused by the volatility in the loan portfolio, the Company recorded a valuation allowance in 2010 on the net deferred tax assets outstanding exclusive of the investment securities. However, because of substantial improvement in the Company’s earnings, projections of future taxable income exclusive of reversing temporary differences and carryforwards, and the quality of the Company’s loan portfolio over the past nine fiscal quarters, the Company does not believe a valuation allowance is now required.

Note 13 — Other Noninterest Income

Other noninterest income for the years ended December 31, 2013, 2012 and 2011 consisted of the following:

(Dollars in thousands)

	2013		2012		2011
Earnings on life insurance policies	$	304	$	317	$	327
Card service income		572		582		583
Investment services		708		586		815
Mortgage loan sales income		285		315		213
Other fees		104		131		151
	$	1,973	$	1,931	$	2,089

Note 14 — Other Noninterest Expenses

Other noninterest expense for the years ended December 31, 2013, 2012 and 2011 consisted of the following:

(Dollars in thousands)

	2013		2012		2011
Credit card expense	$	284	$	258	$	226
Software license and maintenance expense		316		298		291
Internet banking expense		193		197		161
Director expense		318		149		160
Other expense		798		795		766
	$	1,909	$	1,697	$	1,604

Note 15 — Transactions with Directors and Executive Officers

Our directors and executive officers are customers of and had transactions with the Bank in the ordinary course of business. Included in such transactions are outstanding loans and commitments, all of which were made on comparable terms, including interest rate and collateral, as those prevailing at the time for our other customers and did not involve more than normal risk of collectability or present other unfavorable features.

Aggregate loan transactions with these related parties are as follows:

(Dollars in thousands)

	2013			2012
Balance, beginning	$	1,707		$	1,965
Advances		195			487
Repayments		(296	)		(307	)
Other		58			(438	)
Balance, ending	$	1,664		$	1,707

Other includes closed or reduced lines of credit and changes in available unused lines of credit.

Included in the balances outstanding are directors and executive officers’ available unused lines of credit totaling $293,000 and $235,000 at December 31, 2013 and December 31, 2012, respectively.

Directors, executive officers and their immediate families had deposits with the Bank in the amount of $4,841,000 and $4,352,000 as of December 31, 2013 and December 31, 2012, respectively.

The Company has an unfunded Deferred Compensation Plan which allows directors to annually defer directors’ fees, which are then eligible for various future payment plans as chosen by the director. The Deferred Compensation Plan, which was revised effective January 1, 2007, provides for a two-tiered deferred compensation system as follows:

Maximum

Interest Rate

Tier Level

Deferral Amount

Interest Rate

Floor

Ceiling

(1) (2)

One

$9,000

80% ROAE

10%

(2)

Two

>$9,000

Prime – 3%

None

__________

(1)

ROAE represents return on average equity of the Company for the previous year.

(2)

Upon attaining age 65, a director may no longer defer any fees. Fees previously deferred will continue to earn interest after age 65 as provided for by the respective tiers.

All fees deferred prior to January 1, 2007 are treated as Tier 1. Net deferrals, including interest, under the Deferred Compensation Plan during 2013, 2012 and 2011, totaled $163,000, $77,000 and $89,000, respectively. The balance of total deferred director fees included in other liabilities was $1,443,000 and $1,396,000 at December 31, 2013 and 2012, respectively.

Note 16 — Regulatory Matters

Dividends — The Bank’s ability to pay cash dividends to the holding company is restricted by state banking regulations to the amount of the Bank’s retained earnings and statutory capital and other regulatory requirements, including the Memorandum of Understanding (“FDIC MOU”). The holding company’s ability to pay cash dividends is restricted by federal banking regulations to the amount of the holding company’s statutory capital and other regulatory requirements, including the Federal Reserve Board Memorandum of Understanding (“FRB MOU”) described below.

Capital Requirements — The holding 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 direct material effect on our 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 assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require maintaining minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. The Bank exceeded minimum regulatory capital and FDIC MOU requirements at December 31, 2013. The Bank exceeded minimum regulatory capital requirements and Consent Order requirements at December 31, 2012.

On March 20, 2013, the FDIC and S.C. Bank Board terminated the Consent Order and replaced it with the FDIC MOU, which became effective on January 31, 2013. The FDIC MOU is based on the findings of the FDIC during their on-site examination of the Bank as of October 15, 2012. The FDIC MOU is a step down in corrective action requirements as compared to the Consent Order. The FDIC MOU requires the Bank, among other things, to (i) prepare and submit annual, comprehensive budgets; (ii) maintain a minimum 8% Tier one leverage capital ratio and a minimum 10% Total Risk based capital ratio; (iii) take various specified actions to continue to reduce classified assets; (iv) obtain the written consent of its supervisory authorities prior to paying any cash dividends; and (v) submit periodic reports to the FDIC regarding various aspects of the foregoing actions. The minimum capital ratios established by the FDIC in the FDIC MOU are higher than the minimum and well-capitalized ratios generally applicable to all banks. However, the Bank will be deemed “well-capitalized” as long as it maintains its capital over the above noted required capital levels. As of December 31, 2013, the Bank’s Tier One Capital Ratio was 10.78% and Total Risk Based Capital Ratio was 17.61%, thus exceeding the levels required by the FDIC MOU. In addition, the Bank was in compliance with all of the FDIC MOU requirements.

On July 7, 2011, the Company entered into the Written Agreement with the Federal Reserve Board (“FRB”). The Written Agreement was intended to enhance the ability of the Company to serve as a source of strength to the Bank. The Written Agreement’s requirements were in addition to those of the Bank’s Consent Order (which, as discussed above, has been terminated and replaced with the FDIC MOU) and required the Company to take specific steps regarding, among other things, compliance with the supervisory actions of its regulators, appointment of directors and senior executive officers, indemnification and severance payments to executive officers and employees, payment of debt or dividends and quarterly reporting.

As of May 3, 2013, as a result of the steps the Company took in complying with the Written Agreement and improvement in the overall condition of the Company, the FRB terminated the Written Agreement and replaced it with the FRB MOU, was fully approved and executed as of May 29, 2013, after approval by the Company’s Board of Directors and upon final execution by the FRB. The FRB MOU is a step down in corrective action requirements as compared to the Written Agreement and reflects an improvement in the overall condition of the Company from “troubled” to “less than satisfactory”. The FRB MOU requires the Company, among other things, to (i) preserve its cash; (ii) obtain the written consent of its supervisory authorities prior to paying any dividends with respect to its common or preferred stock or trust preferred securities, purchasing or redeeming any shares of its stock or incurring, increasing or guaranteeing any debt; and (iii) submit quarterly reports to the FRB regarding the Company’s actions to comply with the requirements of the FRB MOU. As of December 31, 2013 the Company was in compliance with all of the FRB MOU requirements.

The actual capital amounts and ratios and minimum regulatory amounts (in thousands) and ratios are as follows:

(Dollars in thousands)

					For Capital Adequacy Purposes				To meet the Requirements of the Consent Order in effect on 12-31-12 and the FDIC MOU in effect on 12-31-13
Bank:		Actual				Minimum				Minimum
		Amount	Ratio			Amount	Ratio			Amount	Ratio
As of December 31, 2013
Total risk-based capital (to risk-weighted assets)	$	41,446	17.61	%	$	18,831	8.0	%	$	23,539	10.0	%
Tier 1 capital (to risk-weighted assets)	$	38,500	16.36	%	$	9,416	4.0	%		N/A	N/A
Tier 1 capital (to average assets)	$	38,500	10.78	%	$	14,418	4.0	%	$	28,837	8.0	%

As of December 31, 2012
Total risk-based capital (to risk-weighted assets)	$	35,684	15.14	%	$	18,853	8.0	%	$	23,567	10.0	%
Tier 1 capital (to risk-weighted assets)	$	32,723	13.89	%	$	9,427	4.0	%		N/A	N/A
Tier 1 capital (to average assets)	$	32,723	9.08	%	$	14,412	4.0	%	$	28,824	8.0	%

The holding company is also subject to certain capital requirements. At December 31, 2013 the Tier 1 risk-based capital ratio, Tier 1 capital ratio and the total risk based capital ratio were 15.72%, 10.28% and 17.66%, respectively. At December 31, 2012 the Tier 1 risk-based capital ratio, Tier 1 capital ratio and the total risk based capital ratio were 12.76%, 8.36% and 15.29%, respectively.

Given its strategy of seeking to improve the Company’s and Bank’s capital positions, as well as complying with the capital requirements and restrictions contained in the FDIC MOU, the Company has no plans to pay dividends or engage in any of the other restricted capital and financing activities described above. The Boards and management of the Company and the Bank have proactively taken steps to comply with the requirements of the FDIC MOU. The Company and the Bank believe that these steps will help the Company and the Bank address the concerns underlying the FDIC MOU and the FRB MOU.

Management does not believe that the FRB MOU will have a significant impact on the Bank’s lending and deposit operations, which will continue to be conducted in the usual and customary manner.

Note 17 — Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Accounting principles generally accepted in the United States of America (“GAAP”) also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

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

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using

pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes collateralized debt obligations, impaired loans and OREO.

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

Investment Securities Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices of like or similar securities, 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.

Impaired 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 losses 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 agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with GAAP. The fair value of impaired loans is estimated using one of several methods, including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At both December 31, 2013 and December 31, 2012, substantially all of the total impaired loans were evaluated based on either the fair value of the collateral or its liquidation value. In accordance with GAAP, 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 impaired 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 impaired loan as nonrecurring Level 3.

Other Real Estate Owned

OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at net realizable value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. Appraisals are obtained at the time of foreclosure and then annually unless a situation necessitates the need for one more often than annually. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and any subsequent adjustments to the value are recorded as a component of foreclosed real estate expense. Other real estate is included in Level 3 of the valuation hierarchy.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Below is a table that presents information about certain assets measured at fair value:

(Dollars in thousands)

			Fair Value Measurements at Reporting Date Using
Description	Fair Value		Level 1		Level 2		Level 3
December 31, 2013
Available for sale securities:
US governmental and other agency obligations	$	24,452	$	—	$	24,452	$	—
Mortgage-backed securities		76,725		—		76,725		—
Municipal securities		41,179		—		41,179		—
Collateralized debt obligation		596		—		—		596
Total available for sale securities	$	142,952	$	—	$	142,356	$	596

December 31, 2012
Available for sale securities:
US governmental and other agency obligations	$	29,345	$	—	$	29,345	$	—
Mortgage-backed securities		72,609		—		72,609		—
Municipal securities		33,943		—		33,943		—
Collateralized debt obligation		413		—		—		413
Total available for sale securities	$	136,310	$	—	$	135,897	$	413

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

Changes in Level 3 Fair Value Measurements

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses below include changes in fair value due in part to observable factors that are part of the valuation methodology.

A reconciliation of the beginning and ending balances of Level 3 assets recorded at fair value on a recurring basis for the years ended December 31, 2013 and 2012 are as follows:

(Dollars in thousands)

		2013		2012
Beginning fair value	$	413	$	310
Total unrealized gain included in other comprehensive income/(loss)		183		103
Impairment charges during the year		—		—
Transfers in and/or out of level 3		—		—
Ending fair value	$	596	$	413

There were no Level 3 liabilities recorded at fair value on a recurring basis for the years ended December 31, 2013 or December 31, 2012.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Market values are based on appraisals of collateral by independent appraisers for collateral dependent loans or discounted cash flow for non-collateral dependent loans. Assets measured at fair value on a nonrecurring basis are included in the table below.

(Dollars in thousands)

			Fair Value Measurements at Reporting Date Using
Description	12/31/13		Level 1		Level 2		Level 3
Impaired loans	$	1,875	$	—	$	—	$	1,875
OREO		2,275		—		—		2,275

			Fair Value Measurements at Reporting Date Using
Description	12/31/12		Level 1		Level 2		Level 3
Impaired loans	$	2,928	$	—	$	—	$	2,928
OREO		4,707		—		—		4,707

Although the Company did not elect to adopt the fair value option for any financial instruments, accounting standards require disclosure of fair value information, whether or not recognized in the balance sheet, when it is practicable to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity, or contractual obligations that require the exchange of cash or other financial instruments. Certain items are specifically excluded from the disclosure requirements, including common stock, premises and equipment, real estate held for sale and other assets and liabilities. The following methods and assumptions were used in estimating fair values of financial instruments:

Fair value approximates carrying amount for cash and due from banks due to the short-term nature of the instruments.

Investment securities are valued using quoted fair market prices for actively traded securities; pricing models for investment securities traded in less active markets and discounted future cash flows for securities with no active market.

Fair value for variable rate loans that re-price frequently and for loans that mature in less than 90 days is based on the carrying amount. Fair value for mortgage loans, personal loans and all other loans (primarily commercial) is based on the discounted present value of the estimated future cash flows. Discount rates used in these computations

approximate the rates currently offered for similar loans of comparable terms, credit quality and adjustments for liquidity related to the current market environment.

Due to the redemptive provisions of the restricted stock, fair value equals cost. The carrying amount is adjusted for any other than temporary declines in value.

The carrying amount for the cash surrender value of life insurance is a reasonable estimate of fair value.

The carrying value for accrued interest receivable and payable is a reasonable estimate of fair value.

Fair value for demand deposit accounts and interest-bearing accounts with no fixed maturity date is equal to the carrying amount. Certificate of deposit accounts maturing within ninety days are valued at their carrying amount. Certificate of deposit accounts maturing after ninety days are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.

Fair value for federal funds sold and purchased is based on the carrying amount since these instruments typically mature within three days from the transaction date.

Fair value for variable rate long-term debt that re-prices frequently is based on the carrying amount. Fair value for fixed rate debt is based on the discounted present value of the estimated future cash flows. Discount rates used in these computations approximate rates currently offered for similar borrowings of comparable terms and credit quality.

Management uses its best judgment in estimating fair value based on the above assumptions. Thus, the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses that would be incurred in an actual sale or settlement are not taken into consideration in the fair values presented. The estimated fair values of the Company’s financial instruments are as follows:

(Dollars in thousands)

	December 31, 2013		Estimated Fair Value
		Carrying Amount		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	5,929	$	5,929	$	—	$	—
Investment securities		142,952		—		142,356		596
Loans — net		183,899		—		178,049		1,875
Loans held for sale		236		—		236		—
Restricted stock		2,637		—		2,637		—
Accrued interest receivable		1,383		—		1,383		—
Bank owned life insurance		7,797		—		7,797		—

Financial liabilities
Deposits	$	253,388	$	—	$	253,630	$	—
Fed Funds purchased		2,000		—		2,000		—
Repurchase agreements		15,000		—		16,377		—
Notes payable to FHLB		48,000		—		49,125		—
Junior subordinated debentures		11,341		—		11,341		—
Accrued interest payable		1,161		—		1,161		—

	December 31, 2012		Estimated Fair Value
		Carrying Amount		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	10,251	$	10,251	$	—	$	—
Investment securities		136,310		—		135,897		413
Loans — net		192,040		—		183,558		2,928
Loans held for sale		295		—		295		—
Restricted stock		2,649		—		2,649		—
Accrued interest receivable		1,470		—		1,470		—
Bank owned life insurance		7,543		—		7,543		—

Financial liabilities
Deposits	$	261,439	$	—	$	261,635	$	—
Repurchase agreements		15,000		—		17,040		—
Notes payable to FHLB		45,100		—		46,918		—
Junior subordinated debentures		11,341		—		11,341		—
Accrued interest payable		979		—		979		—

Note 18 — Preferred Stock

On January 30, 2009, the Company issued 9,993 shares of cumulative perpetual preferred stock (“Series SP Preferred Stock”), no par value having a liquidation amount equal to $1,000 per share, to the U.S. Treasury with an attached warrant to purchase an additional 500 shares of cumulative perpetual preferred stock, initial price $.01 per share having a liquidation amount equal to $1,000 per share, for an aggregate price of $9,993,000. The warrants were exercised immediately resulting in the issuance of 500 shares of cumulative perpetual preferred stock (“Series WP Preferred Stock”) to the U.S. Treasury.

Series SP Preferred Stock is non-voting and pays cumulative dividends quarterly at a rate of 5% per annum for the first five years and 9% per annum thereafter. The preferred shares are redeemable at the option of the Company under certain circumstances during the first three years and only thereafter without restriction.

The terms of the Series WP Preferred Stock are substantially identical to those of the Series SP Preferred Stock. Differences include the payment under the Series WP Preferred Stock of cumulative dividends at a rate of 9% per year. In addition, such stock may not be redeemed while shares of the Series SP Preferred Stock are outstanding.

No dividends may be paid on common stock unless dividends have been paid on the senior preferred stock. Also, benefit plans and certain employment arrangements were modified to comply with the issuance of the cumulative perpetual preferred stock as required by the U.S. Treasury.

On January 6, 2011, the Company gave notice to the U.S. Treasury Department that the Company was suspending the payment of regular quarterly cash dividends on the cumulative perpetual preferred stock issued as part of the Troubled Assets Relief Program (“TARP”), beginning with the February 15, 2011 dividend. The Company’s failure to pay a total of six such dividends, whether or not consecutive, gives the U.S. Treasury Department the right to elect two directors to the Company’s Board of Directors. That right would continue until the Company pays all due but unpaid dividends. As of December 31, 2013, the Company has failed to pay twelve such dividends. As a result, the U.S. Treasury Department has the right to elect two of the Company’s directors; however, the U.S. Treasury Department has not acted upon their right to elect two directors. As of December 31, 2013, there is $1,772,000 in non-declared TARP dividends and the related interest as well as $68,000 in declared but not paid TARP dividends. The decision to elect the deferral of interest payments and to suspend the dividends payments was made in consultation with the Federal Reserve Bank of Richmond.

Note 19 — Condensed Parent Company Financial Information

The following condensed financial information for Greer Bancshares Incorporated (holding company only) should be read in conjunction with the consolidated financial statements and the notes thereto.

(Dollars in thousands)

	December 31
	2013		2012
Condensed Balance Sheets

Assets:
Cash and cash equivalents	$	261	$	201
Investment in Trusts		341		341
Equity in net assets of Bank subsidiary		37,382		33,772
Taxes receivable		8		8
Premises and equipment, net of depreciation		635		635
Total assets	$	38,627	$	34,957

Liabilities and stockholders’ equity:
Liabilities:
Junior subordinated debentures	$	11,341	$	11,341
Interest payable		885		608
Other liabilities		68		68
Total liabilities		12,294		12,017

Stockholders’ equity		26,333		22,940
Total liabilities and stockholders’ equity	$	38,627	$	34,957

	Years Ended December 31,
Condensed Statements of Income (Loss)	2013			2012			2011

Income:
Lease income from Bank subsidiary	$	60		$	60		$	60
Total income		60			60			60

Expenses:
Interest on long-term borrowings		277			296			263
Noninterest expense		—			—			48
Total expenses		277			296			311

Loss before taxes and equity earnings		(217	)		(236	)		(251	)

Equity in undistributed income (loss) of Bank subsidiary		9,178			5,145			(1,891	)
Net income (loss)		8,961			4,909			(2,142	)

Preferred stock dividends and net discount accretion		(752	)		(723	)		(652	)

Net income (loss) attributed to common shareholders	$	8,209		$	4,186		$	(2,794	)

(Dollars in thousands)

	Years Ended December 31,
Condensed Statements of Cash Flows	2013			2012			2011

Operating activities:
Net income (loss)	$	8,961		$	4,909		$	(2,142	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Undistributed equity (increase) loss of Bank subsidiary		(9,178	)		(5,145	)		1,891
Change in operating assets and liabilities		277			296			262
Net cash provided by operating activities		60			60			11

Investing activities:
Net cash provided by investing activities		—			—			—

Financing activities:
Net cash used for financing activities		—			—			—

Net increase in cash and cash equivalents		60			60			11

Cash and cash equivalents beginning of year		201			141			130

Cash and cash equivalents at end of year	$	261		$	201		$	141

Change in other comprehensive income (loss)	$	(5,579	)	$	(655	)	$	2,433

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods required by the SEC, including, without limitation, those controls and procedures designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of December 31, 2013, an evaluation of the effectiveness of disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the current disclosure controls and procedures are effective as of December 31, 2013.

Management’s Report on Internal Control Over Financial Reporting

Management’s Latest Assessment of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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 the degree of compliance with policies may deteriorate.

Management conducted its evaluation of the effectiveness of our internal control over financial reporting based on the original 1992 framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commissions (“COSO”) as of December 31, 2013.

Based on our assessment, we believe that as of December 31, 2013, our internal control over financial reporting was effective based on criteria set forth by COSO in the original 1992 “Internal Control-Integrated Framework.”

No Attestation of Registered Public Accounting Firm

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

Changes in Internal Control Over Financial Reporting

As discussed above, management maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and are properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program designed to monitor its effectiveness. There were no changes in the internal control over financial reporting identified in connection with the evaluation of it that occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

In response to this Item, the information contained in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2014, under “Election of Directors,” “Governance of the Company,” “Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” is incorporated herein by reference.

A Code of Ethics has been adopted that applies to the Company’s Directors and Senior Officers (including the principal executive officer and the principal financial officer) in accordance with the Sarbanes-Oxley Corporate Responsibility Act of 2002. The Code of Ethics is available without charge to anyone upon written request. Shareholders should contact the Company’s Chief Financial Officer at the Company offices to obtain a copy. Our Code of Ethics is also included as Exhibit 14 to this report.

Item 11. Executive Compensation

In response to this Item, the information contained in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2014, under “Compensation of Directors” and “Executive Compensation,” is incorporated herein by reference.

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

In response to this Item, the information contained in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2014, under “Security Ownership of Certain Beneficial Owners and Management,” is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth equity compensation plan information at December 31, 2013. The descriptions of the Company’s equity compensation plans contained in Note 11 to the financial statements included in Item 8 above is incorporated herein by reference.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))¹

Equity Compensation Plans approved by security holders	219,045	$18.05	208,750

Equity Compensation Plans not approved by security holders	-	-	-

Total	219,045	$18.05	208,750

_____________________

⁽¹⁾Represents shares available for issuance under our 2005 Equity Incentive Plan, which was approved by our Board of Directors on September 23, 2004 and by our shareholders at our April 2005 Annual Meeting. These shares can be issued as restricted shares or as shares receivable upon exercise of options granted under the 2005 Equity Incentive Plan. The 2005 Equity Incentive Plan has an “evergreen share reserve increase” feature, whereby the number of shares issuable under the 2005 Equity Incentive Plan is automatically increased every year for 9 years upon each Annual Meeting of shareholders. The increase is equal to the least of (1) two percent of the Diluted Shares Outstanding, (2) 20,000 shares, or (3) such lesser numbers of shares as determined by the Company’s Board of Directors. “Diluted Shares Outstanding” means (1) the number of shares of common stock outstanding on such calculation date, plus (2) the number of shares of common stock issuable assuming the conversion of all outstanding preferred stock and convertible notes, plus (3) the additional number of dilutive common stock equivalent shares outstanding as a result of any options or warrants outstanding during the fiscal year, calculated using the Treasury stock method.

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

In response to this Item, the information contained under “Governance of the Company,” and “Certain Relationships and Related Transactions,” in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2014, is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

In response to this Item, the information contained under “Audit Information,” in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2014, is incorporated herein by reference (except for the information set forth under “Report of the Audit Committee of the Board of Directors”).

PART IV

Item 15. Exhibits, Financial Statement Schedules


(a)(1)	Financial Statements filed as part of this report:

	The following report of independent auditors and consolidated financial statements of the Company and its subsidiaries are included in Item 8 hereof:

	Report of Independent Registered Public Accounting Firm — Elliott Davis, LLC
	Consolidated Balance Sheets — December 31, 2013 and 2012
	Consolidated Statements of Income/Loss — Years ended December 31, 2013, 2012 and 2011
	Consolidated Statements of Changes in Stockholders’ Equity — Years ended December 31, 2013, 2012 and 2011
	Consolidated Statements of Cash Flows — Years ended December 31, 2013, 2012 and 2011
	Notes to Consolidated Financial Statements

	(2) Financial Statement Schedules

	All schedules to the consolidated financial statements required by Article 9 of Regulation S-X and all other schedules to the financial statements of the Company required by Article 5 of Regulation S-X are not required under the related instructions or are inapplicable and, therefore, have been omitted, or the required information is contained in the Consolidated Financial Statements or the notes thereto, which are included in Item 8 hereof.

	(3) List of Exhibits

	The exhibits filed as part of this report are listed in the Exhibit Index, which is incorporated into this item by reference.

(b)	The Exhibits filed as part of this report are listed in Item 15(a)(3) above.

(c)	See Item 15(a)(2).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	GREER BANCSHARES INCORPORATED


Date: March 18, 2014	By:	s/s J. Richard Medlock, Jr.
		J. Richard Medlock, Jr.
		Executive Vice President and Chief Financial Officer

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Richard Medlock, Jr., his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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


s/s Walter M. Burch		Date: March 18, 2014
Walter M. Burch, Chairman

s/s Mark S. Ashmore		Date: March 18, 2014
Mark S. Ashmore, Director

s/s Gary M. Griffin		Date: March 18, 2014
Gary M. Griffin, Director

s/s R. Dennis Hennett		Date: March 18, 2014
R. Dennis Hennett, Director

s/s Harold K. James		Date: March 18, 2014
Harold K. James, Director

s/s Paul D. Lister		Date: March 18, 2014
Paul D. Lister, Director

s/s Theron C. Smith, III		Date: March 18, 2014
Theron C. Smith III, Director

s/s Linda S. Hannon		Date: March 18, 2014
Linda S. Hannon, Director

s/s Jeffery M Howell		Date: March 18, 2014
Jeffery M. Howell, Director

s/s C. Don Wall		Date: March 18, 2014
C. Don Wall, Director

s/s George W. Burdette		Date: March 18, 2014
George W. Burdette, Director
(President and Chief Executive Officer)

s/s J. Richard Medlock, Jr.		Date: March 18, 2014
J. Richard Medlock, Jr.,
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

EXHIBIT INDEX


3.1	Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.3 of the Registration Statement on Form 10-12G filed April 30, 2002 (File No. 000-33021).

3.2	Articles of Amendment of Greer Bancshares Incorporated, filed with the South Carolina Secretary of State on January 29, 2009, containing Certificates of Designations creating: (i) the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series 2009-SP, and (ii) the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series 2009-WP, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 3, 2009 (File No. 000-33021).

3.3	Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3(ii) of the Company’s Current Report on Form 8-K filed on September 4, 2008 (File No. 000-33021).

4.1	Form of Certificate of Common Stock, incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form 10-12G filed April 30, 2002 (File No.000-33021).

4.2	Articles of Incorporation of the Company and Articles of Amendment of the Company (included as Exhibits 3.1 and 3.2, respectively).

4.3	Bylaws (included as Exhibit 3.3).

4.4	Warrant to Purchase Preferred Stock of the Company dated January 30, 2009, incorporated by reference toExhibit 4.2 ofthe Company’s Current Report on Form 8-Kfiled February 3, 2009 (File No. 000-33021).

4.5	Form of certificate for the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series 2009-SP, incorporated by referenceto Exhibit 4.3 ofthe Company’s Current Report on Form 8-Kfiled February 3, 2009 (File No. 000-33021).

4.6	Form of Certificate for the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series 2009-WP, incorporated byreference to Exhibit 4.1 ofthe Company’s Current Report on Form 8-Kfiled February 3, 2009 (File No. 000-33021).

10.1*	Form of Greer State Bank Director Stock Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for December 31, 2002 filed on March 28, 2003.

10.2*	Form of Greer State Bank Employee Incentive Stock Option Plan, incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for December 31, 2002 filed on March 28, 2003.

10.3*	Second Amendment and Complete Restatement of Deferred Compensation Plan for Directors dated December 21, 2006, incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for December 31, 2006 filed on April 2, 2007.

10.4*	Third Amendment to Deferred Compensation Plan for Directors dated December 21, 2006, incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for December 31, 2006 filed on April 2, 2007.

10.5*	Amended and Restated Salary Continuation Agreement between R. Dennis Hennett and Greer State Bank dated July 31, 2007, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 1, 2007.

10.6*	Employment Agreement between Greer State Bank and Kenneth M. Harper dated September 8, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 13, 2004.

10.7*	First Amendment to Employment Agreement between Greer State Bank and Kenneth M. Harper dated February 22, 2007, incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for December 31, 2006 filed on April 2, 2007.


10.8*	Second Amendment to Employment Agreement between Kenneth M. Harper and Greer State Bank dated December 30, 2008, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 5, 2009.

10.9*	Amended and Restated Salary Continuation Agreement between Kenneth M. Harper and Greer State Bank dated July 31, 2007, incorporated by reference to Exhibit 10.3 to the Company’s Current report on Form 8-K filed on August 1, 2007.

10.10*	First Amendment to Greer State Bank Amended and Restated Salary Continuation Agreement with Kenneth M. Harper dated December 30, 2008, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 5, 2009.

10.11*	Amended and Restated Salary Continuation Agreement between J. Richard Medlock and Greer State Bank dated July 31, 2007, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 1, 2007.

10.12*	Greer State Bank 2005 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 29, 2004.

10.13*	First Amendment to Greer State Bank 2005 Equity Incentive Plan dated February 22, 2007, incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for December 31, 2006 filed on April 2, 2007.

10.14*	Supplemental Life Insurance Agreement between Greer State Bank and Victor K. Grout dated February 27, 2007, incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for December 31, 2006 filed on April 2, 2007.

10.15⁽¹⁾	Amended and Restated Trust Agreement among Greer Bancshares Incorporated, as Depositor, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees named therein, dated October 12, 2004.

10.16⁽¹⁾	Guarantee Agreement between Greer Bancshares Incorporated, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee, for the benefit of Holders of the Preferred Securities of Greer Capital Trust I, dated October 12, 2004.

10.17⁽¹⁾	Junior Subordinated Indenture between Greer Bancshares Incorporated and Deutsche Bank Trust Company Americas, as Trustee, dated October 12, 2004.

10.18⁽¹⁾	Placement Agreement among Greer Bancshares Incorporated, Greer Capital Trust I and Suntrust Capital Markets, Inc., dated October 12, 2004.

10.19	Amended and Restated Trust Agreement among Greer Bancshares Incorporated, as Depositor, Wilmington Trust Company as Property Trustee and Delaware Trustee, and the Administrative Trustees named therein, dated December 28, 2006, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 4, 2007.

10.20	Guarantee Agreement between Greer Bancshares Incorporated and Wilmington Trust Company, as Guarantee Trustee, for the benefit of Holders of the Preferred Securities of Greer Capital Trust II, dated December 28, 2006, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed January 4, 2007.

10.21	Junior Subordinated Indenture between Greer Bancshares Incorporated and Wilmington Trust Company, as Trustee, dated December 28, 2006, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed January 4, 2007.

10.22	Placement Agreement among Greer Bancshares Incorporated, Greer Capital Trust II and Credit Suisse Securities (USA) LLC, dated December 28, 2006, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed January 4, 2007.


10.23*	Form of Senior Executive Officer Waiver to the United States Department of the Treasury from Kenneth M. Harper, J. Richard Medlock and Victor K. Grout, respectively, incorporated by reference to Exhibit 4.3 ofthe Company’s Current Report on Form 8-Kfiled February 3, 2009.

10.24*	Form of Amendment to Compensation Agreements for Senior Executive Officers of Greer Bancshares Incorporated between the Company and Kenneth M. Harper, J. Richard Medlock and Victor K. Grout, respectively, incorporated by reference to Exhibit 4.3 ofthe Company’s Current Report on Form 8-Kfiled February 3, 2009.
10.25	Letter agreement, including securities purchase agreement, dated January 30, 2009, between the Company and the United States Department of the Treasury, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed February 19, 2009.
10.26	Memorandum of Understanding, dated January 31, 2013, by and among Greer State Bank, the Federal Deposit Insurance Corporation and the South Carolina Board of Financial Institutions, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 20, 2013 and filed March 26, 2013.
10.27	Memorandum of Understanding, dated May 29, 2013, by and between Greer Bancshares Incorporated and the Federal Reserve Bank of Richmond, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 29, 2013 and filed July 16, 2013.
14	Director and Executive Officer Code of Ethics, as amended April 26, 2007, incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K filed March 28, 2008.

21⁽¹⁾	Subsidiaries of the Company.

22⁽¹⁾	Consent of Dixon Hughes Goodman LLP

23⁽¹⁾	Consent of Elliott Davis LLC

24⁽¹⁾	Power of Attorney (contained on the signature page hereof).

31.1⁽¹⁾	Certification pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32⁽¹⁾	Certification pursuant to 18 USC §1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.

99.1⁽¹⁾	Certification pursuant to Section111(b)(4)of the Emergency Economic Stabilization Act of 2008.


101.INS**	XBRL Instance Document

101.SCH**	XBRL Taxonomy Extension Schema Document

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**	XBRL Taxonomy Definition Linkbase Document

101.LAB**	XBRL Taxonomy Extension Label Linkbase Document

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

________________

Denotes management contract or compensatory plan or arrangement.

⁽¹⁾

Filed herewith.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

Positive
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Litigous
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Greer Bancshares (GRBS) Inactive 10-K2013 FY Annual report

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