Ameris Bancorp - Quarter Report: 2013 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2013

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

Commission File Number: 001-13901

LOGO

AMERIS BANCORP

(Exact name of registrant as specified in its charter)


GEORGIA		58-1456434
(State of incorporation)		(IRS Employer ID No.)

310 FIRST STREET, S.E., MOULTRIE, GA 31768

(Address of principal executive offices)

(229) 890-1111

(Registrant’s telephone number)

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

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

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

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

There were 23,905,509 shares of Common Stock outstanding as of October 31, 2013.

AMERIS BANCORP

TABLE OF CONTENTS


		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Consolidated Balance Sheets at September 30, 2013, December 31, 2012 and September 30, 2012		1

	Consolidated Statements of Earnings and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2013 and 2012		2

	Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2013 and 2012		3

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012		4

	Notes to Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		50

Item 4.	Controls and Procedures.		50

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.		51

Item 1A.	Risk Factors.		51

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		51

Item 3.	Defaults Upon Senior Securities.		51

Item 4.	Mine Safety Disclosures.		51

Item 5.	Other Information.		51

Item 6.	Exhibits.		51

Signatures			52

Item 1. Financial Statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)


	September 30, 2013			December 31, 2012			September 30, 2012
	(Unaudited)			(Audited)			(Unaudited)
Assets
Cash and due from banks	$	53,516		$	80,256		$	57,289
Federal funds sold and interest-bearing accounts		73,899			193,677			66,872
Investment securities available for sale, at fair value		312,248			346,909			361,051
Other investments		7,764			6,832			7,003
Mortgage loans held for sale		69,634			48,786			29,021

Loans		1,589,267			1,450,635			1,439,862
Covered loans		417,649			507,712			546,234
Less: allowance for loan losses		23,854			23,593			25,901

Loans, net		1,983,062			1,934,754			1,960,195


Other real estate owned		37,978			39,850			37,325
Covered other real estate owned		52,552			88,273			88,895

Total other real estate owned		90,530			128,123			126,220

FDIC loss-share receivable		81,763			159,724			198,440
Premises and equipment, net		65,661			75,983			75,609
Intangible assets, net		1,972			3,040			3,404
Goodwill		956			956			956
Cash value of bank owned life insurance		49,095			15,603			50,087
Other assets		28,402			24,409			13,236

Total assets	$	2,818,502		$	3,019,052		$	2,949,383

Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Noninterest-bearing	$	475,505		$	510,751		$	464,503
Interest-bearing		1,967,916			2,113,912			2,115,614

Total deposits		2,443,421			2,624,663			2,580,117
Securities sold under agreements to repurchase		20,255			50,120			17,404
Other borrowings		5,000			—			—
Other liabilities		17,201			22,983			10,387
Subordinated deferrable interest debentures		42,269			42,269			42,269

Total liabilities		2,528,146			2,740,035			2,650,177


Commitments and contingencies

Stockholders’ Equity
Preferred stock, stated value $1,000; 5,000,000 shares authorized; 28,000, 28,000 and 52,000 shares issued and outstanding		27,938			27,662			51,207
Common stock, par value $1; 100,000,000 shares authorized; 25,270,851, 25,154,818 and 25,155,318 issued		25,271			25,155			25,155
Capital surplus		165,835			164,949			164,182
Retained earnings		83,025			65,710			62,156
Accumulated other comprehensive income (loss)		(531	)		6,607			7,337
Treasury stock, at cost, 1,363,342, 1,355,050 and 1,336,174 shares		(11,182	)		(11,066	)		(10,831	)

Total stockholders’ equity		290,356			279,017			299,206

Total liabilities and stockholders’ equity	$	2,818,502		$	3,019,052		$	2,949,383

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (LOSS)

(dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Interest income
Interest and fees on loans	$	29,633		$	29,165		$	88,208		$	88,981
Interest on taxable securities		1,720			2,017			5,136			6,513
Interest on nontaxable securities		352			365			1,071			1,104
Interest on deposits in other banks and federal funds sold		44			104			158			342

Total interest income		31,749			31,651			94,573			96,940


Interest expense
Interest on deposits		2,025			3,005			6,334			10,724
Interest on other borrowings		404			408			1,105			1,370

Total interest expense		2,429			3,413			7,439			12,094


Net interest income		29,320			28,238			87,134			84,846
Provision for loan losses		2,920			6,540			10,008			26,647

Net interest income after provision for loan losses		26,400			21,698			77,126			58,199


Noninterest income
Service charges on deposit accounts		4,948			5,121			14,480			14,277
Mortgage banking activity		5,232			3,740			14,697			8,221
Other service charges, commissions and fees		593			331			1,539			1,044
Gain on acquisitions		—			—			—			20,037
Gain (loss) on sale of securities		—			—			171			—
Other noninterest income		1,515			639			4,145			2,391

Total noninterest income		12,288			9,831			35,032			45,970


Noninterest expense
Salaries and employee benefits		14,412			13,766			41,599			37,337
Equipment and occupancy expenses		3,149			3,340			9,058			9,555
Amortization of intangible assets		346			364			1,068			996
Data processing and telecommunications expenses		3,072			2,599			8,478			7,429
Advertising and marketing expenses		434			421			1,016			1,134
Other noninterest expenses		7,336			8,320			23,102			33,228

Total noninterest expense		28,749			28,810			84,321			89,679


Income before income tax expense		9,939			2,719			27,837			14,490
Applicable income tax expense		3,262			816			9,197			4,727

Net income		6,677			1,903			18,640			9,763
Less preferred stock dividends		443			827			1,326			2,459

Net income available to common shareholders		6,234			1,076			17,314			7,304


Other comprehensive income (loss)
Unrealized holding gain (loss) arising during period on investment securities available for sale, net of tax		(4,007	)		(228	)		(8,125	)		1,017
Reclassification adjustment for losses (gains) included in earnings, net of tax		—			—			(111	)		—
Unrealized gain (loss) on cash flow hedges arising during period, net of tax		(106	)		(240	)		1,098			(976	)

Other comprehensive income (loss)		(4,113	)		(468	)		(7,138	)		41

Total comprehensive income	$	2,121		$	608		$	10,176		$	7,345


Basic earnings per share	$	0.26		$	0.05		$	0.72		$	0.31

Diluted earnings per share	$	0.26		$	0.04		$	0.71		$	0.30


Weighted average common shares outstanding
Basic		23,901			23,819			23,883			23,800

Diluted		24,316			23,973			24,298			23,954

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share data)

(Unaudited)


	Nine Months Ended						Nine Months Ended
	September 30, 2013						September 30, 2012
	Shares			Amount			Shares		Amount
PREFERRED STOCK
Issued at beginning of period		28,000		$	27,662			52,000	$	50,727
Accretion of fair value of warrant		—			276			—		480


*Issued at end of period*		28,000		$	27,938			52,000	$	51,207


COMMON STOCK
Issued at beginning of period		25,154,818		$	25,155			25,087,468	$	25,087
Issuance of restricted shares		83,400			83			67,450		67
Cancellation of restricted shares		(1,000	)		(1	)		—		—
Proceeds from exercise of stock options		33,633			34			400		1


*Issued at end of period*		25,270,851		$	25,271			25,155,318	$	25,155


CAPITAL SURPLUS
Balance at beginning of period				$	164,949				$	166,639
Repurchase of warrants					—					(2,670	)
Stock-based compensation					592					278
Proceeds from exercise of stock options					376					2
Issuance of restricted shares					(83	)				(67	)
Cancellation of restricted shares					1					—


*Balance at end of period*				$	165,835				$	164,182


RETAINED EARNINGS
Balance at beginning of period				$	65,710				$	54,852
Net income					18,640					9,763
Dividends on preferred shares					(275	)				(1,979	)
Accretion of fair value of warrant					(1,050	)				(480	)


*Balance at end of period*				$	83,025				$	62,156


ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized gains on securities and derivatives:
Balance at beginning of period				$	6,607				$	7,296
Other comprehensive income (loss)					(7,138	)				41


*Balance at end of period*				$	(531	)			$	7,337


TREASURY STOCK
Balance at beginning of period				$	(11,066	)			$	(10,831	)
Purchase of treasury shares					(116	)				—


*Balance at end of period*				$	(11,182	)			$	(10,831	)


*TOTAL STOCKHOLDERS’ EQUITY*				$	290,356				$	299,206

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities:
Net income	$	18,640		$	9,763
Adjustments reconciling net income to net cash provided by operating activities:
Depreciation		3,683			3,585
Net (gains) losses on sale or disposal of premises and equipment		(61	)		163
Net losses or write-downs on sale of other real estate owned		5,646			9,048
Provision for loan losses		10,008			26,647
Gain on acquisitions		—			(20,037	)
Amortization of intangible assets		1,068			996
Net change in mortgage loans held for sale		(20,848	)		(17,458	)
Net gains on securities available for sale		(171	)		—
Change in other prepaids, deferrals and accruals, net		15,537			16,236

Net cash provided by operating activities		33,502			28,943


Cash flows from investing activities, net of effect of business combinations:
Net decrease in federal funds sold and interest-bearing deposits		119,778			162,170
Proceeds from maturities of securities available for sale		46,005			82,623
Purchase of securities available for sale		(61,445	)		(89,787	)
Proceeds from sales of securities available for sale		36,669			27,563
Purchase of bank owned life insurance		(30,000	)		(50,000	)
Net (increase) decrease in loans		(95,370	)		(53,660	)
Proceeds from sales of other real estate owned		55,270			57,443
Proceeds from sales of premises and equipment		1,889			409
Purchases of premises and equipment		(4,136	)		(6,642	)
Decrease in FDIC loss-share receivable		77,961			96,608
Net cash proceeds received from FDIC-assisted acquisitions		—			220,516

Net cash provided by investing activities		146,621			447,243


Cash flows from financing activities, net of effect of business combinations:
Net decrease in deposits		(181,242	)		(429,185	)
Net decrease in securities sold under agreements to repurchase		(29,865	)		(20,261	)
Proceeds from other borrowings		5,000			—
Decrease in other borrowings		—			(30,334	)
Dividends paid – preferred stock		(1,050	)		(1,979	)
Repurchase of warrants		—			(2,670	)
Purchase of treasury shares		(116	)		—
Proceeds from exercise of stock options		410			4

Net cash used in financing activities		(206,863	)		(484,425	)


Net change in cash and due from banks		(26,740	)		(8,239	)

Cash and due from banks at beginning of period		80,256			65,528

Cash and due from banks at end of period	$	53,516		$	57,289

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	7,840		$	13,699
Income taxes		11,304			52
Loans transferred to other real estate owned		37,054			61,237

See notes to unaudited consolidated financial statements.

AMERIS BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Ameris Bancorp (the “Company” or “Ameris”) is a financial holding company headquartered in Moultrie, Georgia. Ameris conducts substantially all of its operations through its wholly owned banking subsidiary, Ameris Bank (the “Bank”). At September 30, 2013, the Bank operated 57 branches in select markets in Georgia, Alabama, Florida and South Carolina. Our business model capitalizes on the efficiencies of a large financial services company while still providing the community with the personalized banking service expected by our customers. We manage our Bank through a balance of decentralized management responsibilities and efficient centralized operating systems, products and loan underwriting standards. The Company’s Board of Directors and senior managers establish corporate policy, strategy and administrative policies. Within the Company’s established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of their unique market.

The accompanying unaudited consolidated financial statements for Ameris have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. The interim consolidated financial statements included herein are unaudited, but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto and the report of our registered independent public accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Newly Adopted Accounting Pronouncements

ASU 2013-11 – Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. However, if a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments are not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

ASU 2013-02 – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under United States generally accepted accounting principles to be reclassified to net income in its entirety in the same reporting period. For all other amounts, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. It did not have a material effect on the Company’s results of operations, financial position or disclosures.

ASU 2012-06 – Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution (“ASU 2012-06”). When an entity recognizes an indemnification asset and subsequently a change in the cash flows expected to be collected on the indemnification asset occurs as a result of a change in the cash flows expected to be collected on the indemnified asset, ASU 2012-06 requires the entity to recognize the change in the measurement of the indemnification asset on the same basis as the indemnified assets. Any amortization of changes in value of the indemnification asset should be limited to the lesser of the term of the indemnification agreement and the remaining life of the indemnified assets. ASU 2012-06 is effective for fiscal years beginning on or after December 15, 2012, and early adoption is permitted. It is to be applied prospectively to any new indemnification assets acquired after the date of adoption and to indemnification assets existing as of the date of adoption arising from a government-assisted acquisition of a financial institution. ASU 2012-06 did not have a material effect on the Company’s results of operations, financial position or disclosures.

ASU 2011-04 – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 generally represents clarifications of Topic 820, but also includes some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. ASU 2011-04 results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 was to be applied prospectively and is effective during interim and annual periods beginning after December 15, 2011 for public companies. It did not have a material impact on the Company’s results of operations, financial position or disclosures.

ASU 2011-05 – Amendments to Topic 220, Comprehensive Income (“ASU 2011-05”). ASU 2011-05 grants an entity the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. For public entities, ASU 2011-05 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and was to be adopted retrospectively. It did not have a material impact on the Company’s results of operations, financial position or disclosures.

ASU 2011-08 – Intangibles – Goodwill and Other (Topic 350) Testing Goodwill for Impairment (“ASU 2011-08”). ASU 2011-08 grants an entity the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This conclusion can be used as a basis for determining whether it is necessary to perform the two-step goodwill impairment test required in Topic 350. ASU 2011-08 was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. It did not have a material impact on the Company’s results of operations, financial position or disclosures.

Fair Value of Financial Instruments

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The accounting standard for disclosures about the fair value of financial instruments excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The Company has elected to record mortgage loans held-for-sale at fair value in order to eliminate the complexities and inherent difficulties of achieving hedge accounting and to better align reported results with the underlying economic changes in value of the loans and related hedge instruments. This election impacts the timing and recognition of origination fees and costs, as well as servicing value, which are now recognized in earnings at the time of origination. Interest income on mortgage loans held-for-sale is recorded on an accrual basis in the consolidated statement of income under the heading “Interest income – interest and fees on loans”. The servicing value is included in the fair value of the Interest Rate Lock Commitments with borrowers. The mark to market adjustments related to loans held-for-sale and the associated economic hedges are captured in mortgage banking activities.

The fair value hierarchy 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 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 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.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments and other accounts recorded based on their fair value:

Cash and Due From Banks, Federal Funds Sold and Interest-Bearing Accounts: The carrying amount of cash and due from banks, federal funds sold and interest-bearing accounts approximates fair value.

Investment Securities Available for Sale: The fair value of securities available for sale is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and municipal bonds. The level 2 fair value pricing is provided by an independent third-party and is based upon similar securities in an active market. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities.

Other Investments: Federal Home Loan Bank (“FHLB”) stock is included in other investments at its original cost basis, as cost approximates fair value and there is no ready market for such investments.

Mortgage Loans Held for Sale: The fair value of mortgage loans held for sale is determined on outstanding commitments from third party investors in the secondary markets and is classified within Level 2 of the valuation hierarchy.

Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted expected future cash flows or underlying collateral values, where applicable. A loan is determined to be impaired if the Company believes it is probable that all principal and interest amounts due according to the terms of the loan will not be collected as scheduled. The fair value of impaired loans is determined in accordance with accounting standards and generally results in a specific reserve established through a charge to the provision for loan losses. Losses on impaired loans are charged to the allowance when management believes the uncollectability of a loan is confirmed. Management has determined that the majority of impaired loans are Level 3 assets due to the extensive use of market appraisals. To the extent that market appraisals or other methods do not produce reliable determinations of fair value, these assets are deemed to be Level 3.

Other Real Estate Owned: The fair value of other real estate owned (“OREO”) is determined using certified appraisals that value the property at its highest and best uses by applying traditional valuation methods common to the industry. The Company does not hold any OREO for profit purposes and all other real estate is actively marketed for sale. In most cases, management has determined that additional write-downs are required beyond what is calculable from the appraisal to carry the property at levels that would attract buyers. Because this additional write-down is not based on observable inputs, management has determined that other real estate owned should be classified as Level 3.

Covered Assets: Covered assets include loans and other real estate owned on which the majority of losses would be covered by loss-sharing agreements with the Federal Deposit Insurance Corporation (the “FDIC”). Management initially valued these assets at fair value using mostly unobservable inputs and, as such, has classified these assets as Level 3.

Intangible Assets and Goodwill: Intangible assets consist of core deposit premiums acquired in connection with business combinations and are based on the established value of acquired customer deposits. The core deposit premium is initially recognized based on a valuation performed as of the consummation date and is amortized over an estimated useful life of three to ten years. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill and other intangible assets deemed to have an indefinite useful life are not amortized but instead are subject to an annual review for impairment.

FDIC Loss-Share Receivable: Because the FDIC will reimburse the Company for certain acquired loans should the Company experience a loss, an indemnification asset is recorded at fair value at the acquisition date. The indemnification asset is recognized at the same time as the indemnified loans and measured on the same basis, subject to collectability or contractual limitations. The shared-loss agreements on the acquisition date reflect the reimbursements expected to be received from the FDIC, using an appropriate discount rate which reflects counterparty credit risk and other uncertainties. The shared-loss agreements continue to be measured on the same basis as the related indemnified loans, and the loss-share receivable is impacted by changes in estimated cash flows associated with these loans.

Deposits: The carrying amount of demand deposits, savings deposits and variable-rate certificates of deposit approximates fair value. The fair value of fixed-rate certificates of deposit is estimated based on discounted contractual cash flows using interest rates currently offered for certificates with similar maturities.

Securities Sold under Agreements to Repurchase and Other Borrowings: The carrying amount of variable rate borrowings and securities sold under repurchase agreements approximates fair value. The fair value of fixed rate other borrowings is estimated based on discounted contractual cash flows using the current incremental borrowing rates for similar borrowing arrangements.

Subordinated Deferrable Interest Debentures: The carrying amount of the Company’s variable rate trust preferred securities approximates fair value.

Off-Balance-Sheet Instruments: Because commitments to extend credit and standby letters of credit are typically made using variable rates and have short maturities, the carrying value and fair value are immaterial for disclosure.

Derivatives: The Company has entered into derivative financial instruments to manage interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the derivatives are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves derived from observable market interest rate curves).

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting any applicable credit enhancements such as collateral postings, thresholds, mutual puts and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivative fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself or the counterparty. However, as of September 30, 2013, December 31, 2012 and September 30, 2012, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The carrying amount and estimated fair value of the Company’s financial instruments, not shown elsewhere in these financial statements, were as follows:


			Fair Value Measurements at September 30, 2013 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Loans, net	$	1,983,062	$	—	$	1,561,480	$	461,213	$	2,022,693

Financial liabilities:
Deposits		2,443,421		—		2,444,244		—		2,444,244


			Fair Value Measurements at December 31, 2012 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Loans, net	$	1,934,754	$	—	$	1,406,366	$	560,226	$	1,966,592

Financial liabilities:
Deposits		2,624,663		—		2,624,883		—		2,624,883


			Fair Value Measurements at September 30, 2012 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in Thousands)
Financial assets:
Loans, net	$	1,960,195	$	—	$	1,393,115	$	596,671	$	1,989,786

Financial liabilities:
Deposits		2,580,117		—		2,581,465		—		2,581,465

The following table presents the fair value measurements of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of September 30, 2013, December 31, 2012 and September 30, 2012 (dollars in thousands):


	Fair Value Measurements on a Recurring Basis As of September 30, 2013
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

U.S. government agencies	$	13,917	$	—	$	13,917	$	—
State, county and municipal securities		112,939		4,460		108,479		—
Corporate debt securities		9,738		—		7,738		2,000
Mortgage-backed securities		175,654		9,375		166,279		—
Mortgage loans held for sale		69,634		—		69,634		—

Total recurring assets at fair value	$	381,882	$	13,835	$	366,047	$	2,000


Derivative financial instruments	$	972	$	—	$	972	$	—

Total recurring liabilities at fair value	$	972	$	—	$	972	$	—


	Fair Value Measurements on a Recurring Basis As of December 31, 2012
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

U.S. government agencies	$	6,870	$	—	$	6,870	$	—
State, county and municipal securities		114,390		4,854		109,536		—
Corporate debt securities		10,328		—		8,328		2,000
Mortgage-backed securities		215,321		23,893		191,428		—
Mortgage loans held for sale		48,786		—		48,786		—

Total recurring assets at fair value	$	395,695	$	28,747	$	364,948	$	2,000


Derivative financial instruments	$	2,978	$	—	$	2,978	$	—

Total recurring liabilities at fair value	$	2,978	$	—	$	2,978	$	—


	Fair Value Measurements on a Recurring Basis As of September 30, 2012
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

U.S. government agencies	$	8,895	$	—	$	8,895	$	—
State, county and municipal securities		111,742		6,932		104,810		—
Corporate debt securities		11,495		—		9,495		2,000
Mortgage-backed securities		228,919		1,965		226,954		—
Mortgage loans held for sale		29,021		—		29,021		—

Total recurring assets at fair value	$	390,072	$	8,897	$	379,175	$	2,000


Derivative financial instruments	$	3,233	$	—	$	3,233	$	—

Total recurring liabilities at fair value	$	3,233	$	—	$	3,233	$	—

The following table is a presentation of the valuation methodologies used for instruments measured at fair value on a nonrecurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy as of September 30, 2013, December 31, 2012 and September 30, 2012 (dollars in thousands):


	Fair Value Measurements on a Nonrecurring Basis As of September 30, 2013
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	43,564	$	—	$	—	$	43,564
Other real estate owned		37,978		—		—		37,978
Covered loans		417,649		—		—		417,649
Covered other real estate owned		52,552		—		—		52,552

Total non-recurring assets at fair value	$	551,743	$	—	$	—	$	551,743


	Fair Value Measurements on a Nonrecurring Basis As of December 31, 2012
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	52,514	$	—	$	—	$	52,514
Other real estate owned		39,850		—		—		39,850
Covered loans		507,712		—		—		507,712
Covered other real estate owned		88,273		—		—		88,273

Total nonrecurring assets at fair value	$	688,349	$	—	$	—	$	688,349


	Fair Value Measurements on a Nonrecurring Basis As of September 30, 2012
	Fair Value		Level 1		Level 2		Level 3
Impaired loans carried at fair value	$	50,437	$	—	$	—	$	50,437
Other real estate owned		37,325		—		—		37,325
Covered loans		546,234		—		—		546,234
Covered other real estate owned		88,895		—		—		88,895

Total nonrecurring assets at fair value	$	722,891	$	—	$	—	$	722,891

The inputs used to determine estimated fair value of impaired loans and covered loans include market conditions, loan term, underlying collateral characteristics and discount rates. The inputs used to determine fair value of other real estate owned and covered other real estate owned include market conditions, estimated marketing period or holding period, underlying collateral characteristics and discount rates.

For the nine months ended September 30, 2013 and 2012, there was not a change in the methods and significant assumptions used to estimate fair value.

The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities.


Measurements	Fair Value at September 30, 2013		Valuation Technique	Unobservable Inputs	Range
(Dollars in Thousands)
Nonrecurring:
Impaired loans	$	43,564	Third party appraisals and discounted cash flows	Collateral discounts and discount rates	4.00% - 75.00%
Other real estate owned		37,978	Third party appraisals	Collateral discounts and estimated costs to sell	10.00% - 78.00%
Covered loans		417,649	Third party appraisals and discounted cash flows	Collateral discounts Discount rate	1.75% - 75.00%
Covered real estate owned		52,552	Third party appraisals	Collateral discounts and estimated costs to sell	10.00% - 84.00%
Recurring:
Investment securities available for sale		2,000	Discounted par values	Credit quality of underlying issuer	0.00%

The transfers between the fair value hierarchy levels during the nine months ended September 30, 2013 and 2012 involved the transferring of loans to impaired loans, impaired loans to other real estate owned and covered loans to covered other real estate owned. These transfers are reflected in Ameris’ reconciliation of Level 3 assets below.


	Investment Securities Available for Sale		Impaired Loans Carried at Fair Value			Other Real Estate Owned			Covered Loans			Covered Other Real Estate Owned
	(Dollars in Thousands)
Beginning balance, January 1, 2013	$	2,000	$	52,514		$	39,850		$	507,712		$	88,273
Total gains/(losses) included in net income		—		—			(2,214	)		—			(3,432	)
Purchases, sales, issuances, and settlements, net		—		(621	)		(7,987	)		(61,338	)		(61,014	)
Transfers in to Level 3		—		—			—			—			—
Asset reclassification, within Level 3		—		(8,329	)		8,329			(28,725	)		28,725

Ending balance September 30, 2013	$	2,000	$	43,564		$	37,978		$	417,649		$	52,552


	Investment Securities Available for Sale		Impaired Loans Carried at Fair Value			Other Real Estate Owned			Covered Loans			Covered Other Real Estate Owned
	(Dollars in Thousands)
Beginning balance, January 1, 2012	$	2,000	$	70,296		$	46,680		$	571,489		$	78,617
Total gains/(losses) included in net income		—		—			(9,048	)		—			—
Purchases, sales, issuances, and settlements, net		—		—			(21,008	)		15,281			(30,258	)
Transfers in to Level 3		—		842			—			—			—
Asset reclassification, within Level 3		—		(20,701	)		20,701			(40,536	)		40,536

Ending balance September 30, 2012	$	2,000	$	50,437		$	37,325		$	546,234		$	88,895

NOTE 2 – PENDING MERGER AND ACQUISITION

On May 1, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Prosperity Banking Company (“Prosperity”), a bank holding company headquartered in Saint Augustine, Florida. Prosperity Bank is a wholly owned bank subsidiary of Prosperity. Prosperity Bank has a total of 12 banking locations, with the majority of the franchise concentrated in northeast Florida. As of June 30, 2013, Prosperity reported assets of $754 million, loans of $485 million and deposits of $493 million. Under the terms of the Merger Agreement, Prosperity will merge with and into Ameris, with Ameris as the surviving entity in the merger. In addition, Prosperity Bank will be merged with and into the Bank, with the Bank as the surviving entity.

Pursuant to the terms of the Merger Agreement, Prosperity shareholders will have the option to elect to receive either 3.125 shares of the Company’s common stock or $41.50 in cash for each share of Prosperity common stock they hold, subject to the requirement that no more than 50% of the outstanding shares of Prosperity may receive cash. Assuming 100% stock consideration, the transaction would be valued at approximately $15.7 million, based on the Company’s closing stock price of $13.32 on May 1, 2013 and Prosperity’s common shares outstanding of 377,960 as of that date.

Consummation of the merger is subject to customary conditions, including, among others, approval of the Merger Agreement by Prosperity’s shareholders and the receipt of required regulatory approvals. The transaction is expected to close during the fourth quarter of 2013.

NOTE 3 – INVESTMENT SECURITIES

The Company’s investment policy blends the Company’s liquidity needs and interest rate risk management with its desire to increase income and provide funds for expected growth in loans. The investment securities portfolio consists primarily of U.S. government sponsored mortgage-backed securities and agencies, state, county and municipal securities and corporate debt securities. The Company’s portfolio and investing philosophy concentrate activities in obligations where the credit risk is limited. For the small portion of the Company’s portfolio found to present credit risk, the Company has reviewed the investments and financial performance of the obligors and believes the credit risk to be acceptable.

The amortized cost and estimated fair value of investment securities available for sale at September 30, 2013, December 31, 2012 and September 30, 2012 are presented below:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in Thousands)

September 30, 2013:
U. S. government agencies	$	14,945	$	—	$	(1,028	)	$	13,917
State, county and municipal securities		112,643		2,331		(2,035	)		112,939
Corporate debt securities		10,314		280		(856	)		9,738
Mortgage-backed securities		176,818		2,714		(3,878	)		175,654

Total securities	$	314,720	$	5,325	$	(7,797	)	$	312,248


December 31, 2012:
U. S. government agencies	$	6,605	$	271	$	(6	)	$	6,870
State, county and municipal securities		109,736		4,864		(210	)		114,390
Corporate debt securities		10,545		330		(547	)		10,328
Mortgage-backed securities		209,824		5,701		(204	)		215,321

Total securities	$	336,710	$	11,166	$	(967	)	$	346,909


September 30, 2012:
U. S. government agencies	$	8,606	$	289	$	—		$	8,895
State, county and municipal securities		106,541		5,345		(144	)		111,742
Corporate debt securities		11,793		262		(560	)		11,495
Mortgage-backed securities		222,641		6,562		(284	)		228,919

Total securities	$	349,581	$	12,458	$	(988	)	$	361,051

The amortized cost and fair value of available-for-sale securities at September 30, 2013 by contractual maturity are summarized in the table below. Expected maturities for mortgage-backed securities may differ from contractual maturities because in certain cases borrowers can prepay obligations without prepayment penalties. Therefore, these securities are not included in the following maturity summary:


	Amortized Cost		Fair Value
	(Dollars in Thousands)
Due in one year or less	$	2,214	$	2,229
Due from one year to five years		36,699		37,826
Due from five to ten years		68,790		67,622
Due after ten years		30,199		28,917
Mortgage-backed securities		176,818		175,654

	$	314,720	$	312,248

Securities with a carrying value of approximately $217.3 million serve as collateral to secure public deposits and other purposes required or permitted by law at September 30, 2013.

The following table details the gross unrealized losses and fair value of securities aggregated by category and duration of continuous unrealized loss position at September 30, 2013, December 31, 2012 and September 30, 2012.


	Less Than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(Dollars in Thousands)
September 30, 2013:
U. S. government agencies	$	13,917	$	(1,028	)	$	—	$	—		$	13,917	$	(1,028	)
State, county and municipal securities		46,516		(1,735	)		3,807		(300	)		50,323		(2,035	)
Corporate debt securities		—		—			4,235		(856	)		4,235		(856	)
Mortgage-backed securities		90,639		(3,878	)		—		—			90,639		(3,878	)

Total temporarily impaired securities	$	151,072	$	(6,641	)	$	8,042	$	(1,156	)	$	159,114	$	(7,797	)


December 31, 2012:
U. S. government agencies	$	4,994	$	(6	)	$	—	$	—		$	4,994	$	(6	)
State, county and municipal securities		15,595		(199	)		505		(11	)		16,100		(210	)
Corporate debt securities		—		—			4,560		(547	)		4,560		(547	)
Mortgage-backed securities		23,951		(181	)		3,617		(23	)		27,568		(204	)

Total temporarily impaired securities	$	44,540	$	(386	)	$	8,682	$	(581	)	$	53,222	$	(967	)


September 30, 2012:
U. S. government agencies	$	—	$	—		$	—	$	—		$	—	$	—
State, county and municipal securities		14,653		(132	)		505		(12	)		15,158		(144	)
Corporate debt securities		—		—			5,551		(560	)		5,551		(560	)
Mortgage-backed securities		32,660		(267	)		3,434		(17	)		36,094		(284	)

Total temporarily impaired securities	$	47,313	$	(399	)	$	9,490	$	(589	)	$	56,803	$	(988	)

NOTE 4 – LOANS

The Company engages in a full complement of lending activities, including real estate-related loans, agriculture-related loans, commercial and financial loans and consumer installment loans within select markets in Georgia, Alabama, Florida and South Carolina. Ameris concentrates the majority of its lending activities in real estate loans. While risk of loss in the Company’s portfolio is primarily tied to the credit quality of the various borrowers, risk of loss may increase due to factors beyond the Company’s control, such as local, regional and/or national economic downturns. General conditions in the real estate market may also impact the relative risk in the real estate portfolio.

Commercial, financial and agricultural loans include both secured and unsecured loans for working capital, expansion, crop production, and other business purposes. Short-term working capital loans are secured by non-real estate collateral such as accounts receivable, crops, inventory and equipment. The Company evaluates the financial strength, cash flow, management, credit history of the borrower and the quality of the collateral securing the loan. The Bank often requires personal guarantees and secondary sources of repayment on commercial, financial and agricultural loans.

Real estate loans include construction and development loans, commercial and farmland loans and residential loans. Construction and development loans include loans for the development of residential neighborhoods, construction of one-to-four family residential construction loans to builders and consumers, and commercial real estate construction loans, primarily for owner-occupied properties. The Company limits its construction lending risk through adherence to established underwriting procedures. Commercial real estate loans include loans secured by owner-occupied commercial buildings for office, storage, retail, farmland and warehouse space. They also include non-owner occupied commercial buildings such as leased retail and office space. Commercial real estate loans may be larger in size and may involve a greater degree of risk than one-to-four family residential mortgage loans. Payments on such loans are often dependent on successful operation or management of the properties. The Company’s residential loans represent permanent mortgage financing and are secured by residential properties located within the Bank’s market areas.

Consumer installment loans and other loans include automobile loans, boat and recreational vehicle financing, and both secured and unsecured personal loans. Consumer loans carry greater risks than other loans, as the collateral can consist of rapidly depreciating assets such as automobiles and equipment that may not provide an adequate source of repayment of the loan in the case of default.

Loans are stated at unpaid balances, net of unearned income and deferred loan fees. Balances within the major loans receivable categories are presented in the following table:


(Dollars in Thousands)	September 30, 2013		December 31, 2012		September 30, 2012
Commercial, financial and agricultural	$	244,991	$	174,217	$	189,374
Real estate – construction and development		132,277		114,199		125,315
Real estate – commercial and farmland		799,149		732,322		713,240
Real estate – residential		355,920		346,480		343,332
Consumer installment		36,303		40,178		43,441
Other		20,627		43,239		25,160

	$	1,589,267	$	1,450,635	$	1,439,862

Covered loans are defined as loans that were acquired in FDIC-assisted transactions that are covered by a loss-sharing agreement with the FDIC. Covered loans totaling $417.6 million, $507.7 million and $546.2 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively, are not included in the above schedule.

Covered loans are shown below according to loan type as of the end of the periods shown:


(Dollars in Thousands)	September 30, 2013		December 31, 2012		September 30, 2012
Commercial, financial and agricultural	$	27,768	$	32,606	$	37,167
Real estate – construction and development		50,702		70,184		73,356
Real estate – commercial and farmland		237,086		278,506		298,903
Real estate – residential		101,146		125,056		135,154
Consumer installment		947		1,360		1,654

	$	417,649	$	507,712	$	546,234

Nonaccrual and Past Due Loans

A loan is placed on nonaccrual status when, in management’s judgment, the collection of the interest income appears doubtful. Interest receivable that has been accrued and is subsequently determined to have doubtful collectability is charged to interest income. Interest on loans that are classified as non-accrual is recognized when received. Past due loans are loans whose principal or interest is past due 90 days or more. In some cases, where borrowers are experiencing financial difficulties, loans may be restructured to provide terms significantly different from the original contractual terms.

The following table presents an analysis of non-covered loans accounted for on a nonaccrual basis:


(Dollars in Thousands)	September 30, 2013		December 31, 2012		September 30, 2012
Commercial, financial and agricultural	$	4,198	$	4,138	$	4,285
Real estate – construction and development		4,229		9,281		8,201
Real estate – commercial and farmland		9,548		11,962		11,408
Real estate – residential		13,303		12,595		13,236
Consumer installment		442		909		1,095

	$	31,720	$	38,885	$	38,225

The following table presents an analysis of covered loans accounted for on a nonaccrual basis:


(Dollars in Thousands)	September 30, 2013		December 31, 2012		September 30, 2012
Commercial, financial and agricultural	$	7,872	$	10,765	$	11,938
Real estate – construction and development		16,582		20,027		21,971
Real estate – commercial and farmland		37,079		55,946		58,377
Real estate – residential		13,028		28,672		31,189
Consumer installment		350		302		426

	$	74,911	$	115,712	$	123,901

The following table presents an aging analysis of non-covered loans as of September 30, 2013, December 31, 2012 and September 30, 2012.


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of September 30, 2013:
Commercial, financial & agricultural	$	623	$	297	$	4,107	$	5,027	$	239,964	$	244,991	$	—
Real estate – construction & development		1,200		794		4,229		6,223		126,054		132,277		—
Real estate – commercial & farmland		3,883		2,458		9,523		15,864		783,285		799,149		—
Real estate – residential		5,515		3,531		11,818		20,864		335,056		355,920		—
Consumer installment loans		497		255		327		1,079		35,224		36,303		—
Other		—		—		—		—		20,627		20,627		—

Total	$	11,718	$	7,335	$	30,004	$	49,057	$	1,540,210	$	1,589,267	$	—


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of December 30, 2012:
Commercial, financial & agricultural	$	258	$	312	$	3,969	$	4,539	$	169,678	$	174,217	$	—
Real estate – construction & development		347		332		8,969		9,648		104,551		114,199		—
Real estate – commercial & farmland		2,867		2,296		9,544		14,707		717,615		732,322		—
Real estate – residential		7,651		2,766		10,990		21,407		325,073		346,480		—
Consumer installment loans		702		391		815		1,908		38,270		40,178		—
Other		—		—		—		—		43,239		43,239		—

Total	$	11,825	$	6,097	$	34,287	$	52,209	$	1,398,426	$	1,450,635	$	—


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of September 30, 2012:
Commercial, financial & agricultural	$	1,192	$	639	$	3,786	$	5,617	$	183,757	$	189,374	$	—
Real estate – construction & development		518		152		8,180		8,850		116,465		125,315		—
Real estate – commercial & farmland		3,507		812		11,402		15,721		697,519		713,240		—
Real estate – residential		7,200		2,346		12,372		21,918		321,414		343,332		—
Consumer installment loans		687		284		993		1,964		41,477		43,441		—
Other		—		—		—		—		25,160		25,160		—

Total	$	13,104	$	4,233	$	36,733	$	54,070	$	1,385,792	$	1,439,862	$	—

The following table presents an aging analysis of covered loans as of September 30, 2013, December 31, 2012 and September 30, 2012.


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of September 30, 2013:
Commercial, financial & agricultural	$	319	$	50	$	6,695	$	7,064	$	20,704	$	27,768	$	—
Real estate – construction & development		2,831		658		15,781		19,270		31,432		50,702		266
Real estate – commercial & farmland		7,365		5,350		30,503		43,218		193,868		237,086		568
Real estate – residential		2,980		1,727		11,078		15,785		85,361		101,146		823
Consumer installment loans		49		—		311		360		587		947		—

Total	$	13,544	$	7,785	$	64,368	$	85,697	$	331,952	$	417,649	$	1,657


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of December 30, 2012:
Commercial, financial & agricultural	$	2,390	$	1,105	$	10,612	$	14,107	$	18,499	$	32,606	$	98
Real estate – construction & development		1,584		2,592		19,656		23,832		46,352		70,184		1,077
Real estate – commercial & farmland		11,451		7,373		52,570		71,394		207,112		278,506		1,347
Real estate – residential		6,066		3,396		24,976		34,438		90,618		125,056		779
Consumer installment loans		45		13		258		316		1,044		1,360		—

Total	$	21,536	$	14,479	$	108,072	$	144,087	$	363,625	$	507,712	$	3,301


	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Loans Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
	(Dollars in Thousands)
As of September 30, 2012:
Commercial, financial & agricultural	$	1,384	$	788	$	11,315	$	13,487	$	23,680	$	37,167	$	—
Real estate – construction & development		3,611		1,663		22,194		27,468		45,888		73,356		2,312
Real estate – commercial & farmland		7,072		6,559		51,382		65,013		233,890		298,903		808
Real estate – residential		4,702		3,349		28,559		36,610		98,544		135,154		1,018
Consumer installment loans		56		92		255		403		1,251		1,654		—

Total	$	16,825	$	12,451	$	113,705	$	142,981	$	403,253	$	546,234	$	4,138

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 agreements. When determining if the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement, the Company considers the borrower’s capacity to pay, which includes such factors as the borrower’s current financial statements, an analysis of global cash flow sufficient to pay all debt obligations and an evaluation of secondary sources of repayment, such as guarantor support and collateral value. Impaired loans include loans on nonaccrual status and troubled debt restructurings. The Company individually assesses for impairment all nonaccrual loans greater than $200,000 and rated substandard or worse and all troubled debt restructurings greater than $100,000. If a loan is deemed 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.

The following is a summary of information pertaining to non-covered impaired loans:


	As of and For the Period Ended
	September 30, 2013		December 31, 2012		September 30, 2012
	(Dollars in Thousands)
Nonaccrual loans	$	31,720	$	38,885	$	38,225
Troubled debt restructurings not included above		17,024		18,744		19,893

Total impaired loans	$	48,744	$	57,629	$	58,118


Impaired loans not requiring a related allowance	$	—	$	—	$	—

Impaired loans requiring a related allowance	$	48,744	$	57,629	$	58,118

Allowance related to impaired loans	$	5,180	$	5,115	$	7,681

Average investment in impaired loans	$	53,047	$	70,209	$	73,353

Interest income recognized on impaired loans	$	468	$	495	$	376

Foregone interest income on impaired loans	$	388	$	718	$	491

The following table presents an analysis of information pertaining to non-covered impaired loans as of September 30, 2013, December 31, 2012 and September 30, 2012.


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of September 30, 2013:
Commercial, financial & agricultural	$	7,401	$	—	$	4,719	$	4,719	$	820	$	4,900
Real estate – construction & development		14,299		—		6,155		6,155		821		8,960
Real estate – commercial & farmland		18,628		—		16,241		16,241		1,999		18,079
Real estate – residential		24,701		—		21,174		21,174		1,530		20,427
Consumer installment loans		565		—		455		455		10		681

Total	$	65,594	$	—	$	48,744	$	48,744	$	5,180	$	53,047


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of December 31, 2012:
Commercial, financial & agricultural	$	8,024	$	—	$	4,940	$	4,940	$	743	$	4,968
Real estate – construction & development		20,316		—		11,016		11,016		910		11,706
Real estate – commercial & farmland		25,076		—		20,910		20,910		2,191		30,638
Real estate – residential		24,155		—		19,848		19,848		1,246		21,813
Consumer installment loans		1,187		—		915		915		25		1,084

Total	$	78,758	$	—	$	57,629	$	57,629	$	5,115	$	70,209


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of September 30, 2012:
Commercial, financial & agricultural	$	8,261	$	—	$	5,089	$	5,089	$	876	$	4,974
Real estate – construction & development		19,583		—		9,682		9,682		1,253		11,879
Real estate – commercial & farmland		25,346		—		20,948		20,948		2,907		33,070
Real estate – residential		24,993		—		21,304		21,304		2,616		22,303
Consumer installment loans		1,220		—		1,095		1,095		29		1,127

Total	$	79,403	$	—	$	58,118	$	58,118	$	7,681	$	73,353

The following is a summary of information pertaining to covered impaired loans:


	As of and For the Period Ended
	September 30, 2013		December 31, 2012		September 30, 2012
	(Dollars in Thousands)
Nonaccrual loans	$	74,911	$	115,712	$	123,901
Troubled debt restructurings not included above		21,184		19,194		25,926

Total impaired loans	$	96,095	$	134,906	$	149,827


Impaired loans not requiring a related allowance	$	96,095	$	134,906	$	149,827

Impaired loans requiring a related allowance	$	—	$	—	$	—

Allowance related to impaired loans	$	—	$	—	$	—

Average investment in impaired loans	$	115,689	$	163,825	$	171,055

Interest income recognized on impaired loans	$	793	$	849	$	1,319

Foregone interest income on impaired loans	$	286	$	491	$	554

The following table presents an analysis of information pertaining to impaired covered loans as of September 30, 2013, December 31, 2012 and September 30, 2012.


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of September 30, 2013:
Commercial, financial & agricultural	$	10,645	$	7,884	$	—	$	7,884	$	—	$	9,052
Real estate – construction & development		25,401		20,890		—		20,890		—		22,734
Real estate – commercial & farmland		51,105		43,279		—		43,279		—		54,292
Real estate – residential		28,078		23,692		—		23,692		—		29,316
Consumer installment loans		404		350		—		350		—		295

Total	$	115,633	$	96,095	$	—	$	96,095	$	—	$	115,689


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of December 31, 2012:
Commercial, financial & agricultural	$	27,060	$	10,802	$	—	$	10,802	$	—	$	12,506
Real estate – construction & development		85,279		23,236		—		23,236		—		29,970
Real estate – commercial & farmland		159,493		64,231		—		64,231		—		78,790
Real estate – residential		63,559		36,335		—		36,335		—		42,061
Consumer installment loans		393		302		—		302		—		498

Total	$	335,784	$	134,906	$	—	$	134,906	$	—	$	163,825


	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(Dollars in Thousands)
As of September 30, 2012:
Commercial, financial & agricultural	$	17,833	$	11,976	$	—	$	11,976	$	—	$	12,932
Real estate – construction & development		34,787		23,833		—		23,833		—		31,653
Real estate – commercial & farmland		98,909		72,802		—		72,802		—		82,430
Real estate – residential		54,020		40,790		—		40,790		—		43,492
Consumer installment loans		890		426		—		426		—		548

Total	$	206,439	$	149,827	$	—	$	149,827	$	—	$	171,055

Credit Quality Indicators

The Company uses a nine category risk grading system to assign a risk grade to each loan in the portfolio. Following is a description of the general characteristics of the grades:

Grade 10 – Prime Credit – This grade represents loans to the Company’s most creditworthy borrowers or loans that are secured by cash or cash equivalents.

Grade 15 – Good Credit – This grade includes loans that exhibit one or more characteristics better than that of a Satisfactory Credit. Generally, debt service coverage and borrower’s liquidity is materially better than required by the Company’s loan policy.

Grade 20 – Satisfactory Credit – This grade is assigned to loans to borrowers who exhibit satisfactory credit histories, contain acceptable loan structures and demonstrate ability to repay.

Grade 23 – Performing, Under-Collateralized Credit – This grade is assigned to loans that are currently performing and supported by adequate financial information that reflects repayment capacity but exhibits a loan-to-value ratio greater than 110%, based on a documented collateral valuation.

Grade 25 – Minimum Acceptable Credit – This grade includes loans which exhibit all the characteristics of a Satisfactory Credit, but warrant more than normal level of banker supervision due to (i) circumstances which elevate the risks of performance (such as start-up operations, untested management, heavy leverage, interim losses); (ii) adverse, extraordinary events that have affected, or could affect, the borrower’s cash flow, financial condition, ability to continue operating profitability or refinancing (such as death of principal, fire, divorce); (iii) loans that require more than the normal servicing requirements (such as any type of construction financing, acquisition and development loans, accounts receivable or inventory loans and floor plan loans); (iv) existing technical exceptions which raise some doubts about the Bank’s perfection in its collateral position or the continued financial capacity of the borrower; or (v) improvements in formerly criticized borrowers, which may warrant banker supervision.

Grade 30 – Other Asset Especially Mentioned – This grade includes loans that exhibit potential weaknesses that deserve management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.

Grade 40 – Substandard – This grade represents loans which are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses or questionable collateral values.

Grade 50 – Doubtful – This grade includes loans which exhibit all of the characteristics of a substandard loan with the added provision that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable or improbable.

Grade 60 – Loss – This grade is assigned to loans which are considered uncollectible and of such little value that their continuance as active assets of the Bank is not warranted. This classification does not mean that the loss has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing it off.

The following table presents the non-covered loan portfolio by risk grade as of September 30, 2013.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	65,033	$	—	$	278	$	420	$	7,028	$	—	$	72,759
15		20,668		5,080		147,355		56,464		1,243		—		230,810
20		89,216		37,765		421,669		142,186		19,691		20,627		731,154
23		97		7,085		10,054		13,275		218		—		30,729
25		60,407		72,942		183,371		109,604		7,034		—		433,358
30		3,019		2,264		12,089		11,427		153		—		28,952
40		6,326		7,141		24,333		22,534		936		—		61,270
50		225		—		—		10		—		—		235
60		—		—		—		—		—		—		—

Total	$	244,991	$	132,277	$	799,149	$	355,920	$	36,303	$	20,627	$	1,589,267

The following table presents the non-covered loan portfolio by risk grade as of December 31, 2012.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	24,623	$	—	$	309	$	464	$	7,597	$	—	$	32,993
15		11,316		4,373		147,966		71,254		1,591		—		236,500
20		79,522		31,413		351,997		114,418		21,361		43,239		641,950
23		42		8,521		9,012		13,788		70		—		31,433
25		49,071		52,577		176,395		113,591		7,576		—		399,210
30		2,343		3,394		19,401		9,672		488		—		35,298
40		7,200		13,765		27,242		23,292		1,495		—		72,994
50		100		156		—		1		—		—		257
60		—		—		—		—		—		—		—

Total	$	174,217	$	114,199	$	732,322	$	346,480	$	40,178	$	43,239	$	1,450,635

The following table presents the non-covered loan portfolio by risk grade as of September 30, 2012.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	26,291	$	—	$	220	$	411	$	7,887	$	—	$	34,809
15		11,816		4,532		152,678		74,040		1,400		—		244,466
20		80,681		33,603		324,270		105,531		23,038		25,160		592,283
23		5		7,667		8,773		13,650		81		—		30,176
25		62,377		59,013		184,146		113,560		8,502		—		427,598
30		1,508		7,948		14,742		10,535		745		—		35,478
40		6,436		12,396		28,411		25,583		1,780		—		74,606
50		260		156		—		22		8		—		446
60		—		—		—		—		—		—		—

Total	$	189,374	$	125,315	$	713,240	$	343,332	$	43,441	$	25,160	$	1,439,862

The following table presents the covered loan portfolio by risk grade as of September 30, 2013.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	—	$	—	$	—	$	—	$	—	$	—	$	—
15		—		22		1,098		641		—		—		1,761
20		2,697		11,347		34,252		22,545		208		—		71,049
23		135		1,080		16,708		2,902		51		—		20,876
25		7,609		7,360		108,886		39,632		250		—		163,737
30		1,485		5,505		24,790		9,196		14		—		40,990
40		15,842		25,388		51,352		26,230		424		—		119,236
50		—		—		—		—		—		—		—
60		—		—		—		—		—		—		—

Total	$	27,768	$	50,702	$	237,086	$	101,146	$	947	$	—	$	417,649

The following table presents the covered loan portfolio by risk grade as of December 31, 2012.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	—	$	—	$	—	$	—	$	—	$	—	$	—
15		—		39		1,640		644		—		—		2,323
20		3,997		12,194		37,098		31,337		292		—		84,918
23		28		1,174		9,576		2,052		—		—		12,830
25		10,013		19,216		114,849		40,194		558		—		184,830
30		4,294		7,214		38,665		11,883		50		—		62,106
40		14,274		30,347		76,678		38,946		460		—		160,705
50		—		—		—		—		—		—		—
60		—		—		—		—		—		—		—

Total	$	32,606	$	70,184	$	278,506	$	125,056	$	1,360	$	—	$	507,712

The following table presents the covered loan portfolio by risk grade as of September 30, 2012.


Risk Grade	Commercial, financial & agricultural		Real estate - construction & development		Real estate - commercial & farmland		Real estate - residential		Consumer installment loans		Other		Total
	(Dollars in Thousands)
10	$	—	$	8	$	—	$	853	$	—	$	—	$	861
15		91		44		1,673		708		—		—		2,516
20		4,970		13,950		40,912		34,397		319		—		94,548
23		30		1,226		4,638		1,889		—		—		7,783
25		11,986		18,921		130,155		44,999		721		—		206,782
30		4,063		7,494		35,764		9,016		64		—		56,401
40		16,027		31,713		85,761		43,292		550		—		177,343
50		—		—		—		—		—		—		—
60		—		—		—		—		—		—		—

Total	$	37,167	$	73,356	$	298,903	$	135,154	$	1,654	$	—	$	546,234

Troubled Debt Restructurings

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the Company has granted a concession. Concessions may include interest rate reductions to below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. The Company has exhibited the greatest success for rehabilitation of the loan by a reduction in the rate alone (maintaining the amortization of the debt) or a combination of a rate reduction and the forbearance of previously past due interest or principal. This has most typically been evidenced in certain commercial real estate loans whereby a disruption in the borrower’s cash flow resulted in an extended past due status, of which the borrower was unable to catch up completely as the cash flow of the property ultimately stabilized at a level lower than its original level. A reduction in rate, coupled with a forbearance of unpaid principal and/or interest, allowed the net cash flows to service the debt under the modified terms.

The Company’s policy requires a restructure request to be supported by a current, well-documented credit evaluation of the borrower’s financial condition and a collateral evaluation that is no older than six months from the date of the restructure. Key factors of that evaluation include the documentation of current, recurring cash flows, support provided by the guarantor(s) and the current valuation of the collateral. If the appraisal in file is older than six months, an evaluation must be made as to the continued reasonableness of the valuation. For certain income-producing properties, current rent rolls and/or other income information can be utilized to support the appraisal valuation, when coupled with documented cap rates within our markets and a physical inspection of the collateral to validate the current condition.

The Company’s policy states in the event a loan has been identified as a troubled debt restructuring, it should be assigned a grade of substandard and placed on nonaccrual status until such time that the borrower has demonstrated the ability to service the loan payments based on the restructured terms – generally defined as six months of satisfactory payment history. Missed payments under the original loan terms are not considered under the new structure; however, subsequent missed payments are considered non-performance and are not considered toward the six month required term of satisfactory payment history. The Company’s loan policy states that a nonaccrual loan may be returned to accrual status when (i) none of its principal and interest is due and unpaid, and the Company expects repayment of the remaining contractual principal and interest, or (ii) it otherwise becomes well secured and in the process of collection. Restoration to accrual status on any given loan must be supported by a well-documented credit evaluation of the borrower’s financial condition and the prospects for full repayment, approved by the Company’s Senior Credit Officer.

In the normal course of business, the Company renews loans with a modification of the interest rate or terms that are not deemed as troubled debt restructurings because the borrower is not experiencing financial difficulty. The Company modified loans in the first nine months of 2013 totaling $17.0 million and loans in the first nine months of 2012 totaling $23.5 million under such parameters. In addition, the Company offers consumer loan customers an annual skip-a-pay program that is based on certain qualifying parameters and not based on financial difficulties. The Company does not treat these as troubled debt restructurings.

The following table presents the amount of troubled debt restructurings by loan class, classified separately as accrual and non-accrual at September 30, 2013, December 31, 2012 and September 30, 2012:


As of September 30, 2013	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Loan class:	#	*(in thousands)*		#	*(in thousands)*
Commercial, financial & agricultural	4	$	521	3	$	533
Real estate – construction & development	8		1,926	1		29
Real estate – commercial & farmland	16		6,693	3		1,858
Real estate – residential	35		7,871	7		704
Consumer installment	1		13	2		26

Total	64	$	17,024	16	$	3,150


As of December 31, 2012	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Loan class:	#	*(in thousands)*		#	*(in thousands)*
Commercial, financial & agricultural	5	$	802	—	$	—
Real estate – construction & development	5		1,735	—		—
Real estate – commercial & farmland	16		8,947	3		4,149
Real estate – residential	28		7,254	2		1,022
Consumer installment	1		6	—		—

Total	55	$	18,744	5	$	5,171


As of September 30, 2012	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Loan class:	#	*(in thousands)*		#	*(in thousands)*
Commercial, financial & agricultural	5	$	804	—	$	—
Real estate – construction & development	4		1,481	—		—
Real estate – commercial & farmland	15		9,540	1		2,770
Real estate – residential	27		8,068	2		620

Total	51	$	19,893	3	$	3,390

The following table presents the amount of troubled debt restructurings by loan class, classified separately as those currently paying under restructured terms and those that have defaulted under restructured terms at September 30, 2013, December 31, 2012 and September 30, 2012:


As of September 30, 2013	Loans Currently Paying Under Restructured Terms			Loans that have Defaulted Under Restructured Terms
		Balance			Balance
Loan class:	#	*(in thousands)*		#	*(in thousands)*
Commercial, financial & agricultural	3	$	508	4	$	546
Real estate – construction & development	6		1,881	3		74
Real estate – commercial & farmland	14		6,550	5		2,001
Real estate – residential	31		7,282	11		1,293
Consumer installment	2		37	1		2

Total	56	$	16,258	24	$	3,916


As of December 31, 2012	Loans Currently Paying Under Restructured Terms			Loans that have Defaulted Under Restructured Terms
		Balance			Balance
Loan class:	#	*(in thousands)*		#	*(in thousands)*
Commercial, financial & agricultural	5	$	802	—	$	—
Real estate – construction & development	5		1,735	—		—
Real estate – commercial & farmland	16		8,947	3		4,149
Real estate – residential	28		7,254	2		1,022
Consumer installment	—		—	1		6

Total	54	$	18,738	6	$	5,177


As of September 30, 2012	Loans Currently Paying Under Restructured Terms			Loans that have Defaulted Under Restructured Terms
		Balance			Balance
Loan class:	#	*(in thousands)*		#	*(in thousands)*
Commercial, financial & agricultural	5	$	804	—	$	—
Real estate – construction & development	4		1,481	—		—
Real estate – commercial & farmland	15		9,540	1		2,770
Real estate – residential	26		8,068	3		620

Total	50	$	19,893	4	$	3,390

The following table presents the amount of troubled debt restructurings by types of concessions made, classified separately as accrual and non-accrual at September 30, 2013, December 31, 2012 and September 30, 2012:


As of September 30, 2013	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Type of concession:	#	*(in thousands)*		#	*(in thousands)*
Forbearance of interest	9	$	2,135	2	$	101
Forgiveness of principal	3		1,479	1		145
Payment modification only	2		370	—		—
Rate reduction only	14		7,146	2		496
Rate reduction, forbearance of interest	18		2,878	10		2,379
Rate reduction, forbearance of principal	18		3,016	—		—
Rate reduction, payment modification	—		—	1		29

Total	64	$	17,024	16	$	3,150


As of December 31, 2012	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Type of concession:	#	*(in thousands)*		#	*(in thousands)*
Forbearance of interest	2	$	1,873	—	$	—
Forgiveness of principal	3		1,518	1		372
Payment modification only	2		376	—		—
Rate reduction only	11		7,075	1		177
Rate reduction, forbearance of interest	18		4,061	2		3,420
Rate reduction, forbearance of principal	18		3,798	—		—
Rate reduction, payment modification	1		43	1		1,202

Total	55	$	18,744	5	$	5,171


As of September 30, 2012	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Type of concession:	#	*(in thousands)*		#	*(in thousands)*
Forbearance of interest	2	$	1,902	—	$	—
Forgiveness of principal	3		1,516	1		369
Payment modification only	2		1,292	1		251
Rate reduction only	10		5,889	—		—
Rate reduction, forbearance of interest	15		4,371	1		2,770
Rate reduction, forbearance of principal	18		4,874	—		—
Rate reduction, payment modification	1		49	—		—

Total	51	$	19,893	3	$	3,390

The following table presents the amount of troubled debt restructurings by collateral types, classified separately as accrual and non-accrual at September 30, 2013, December 31, 2012 and September 30, 2012:


As of September 30, 2013	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Collateral type:	#	*(in thousands)*		#	*(in thousands)*
Warehouse	3	$	1,065	1	$	176
Raw land	3		1,337	1		29
Agricultural land	2		380	—		—
Hotel & motel	3		2,219	—		—
Office	4		1,924	—		—
Retail, including strip centers	4		1,105	2		1,682
1-4 family residential	40		8,460	7		704
Life insurance policy	1		250	—		—
Automobile/equipment/inventory	3		36	4		509
Unsecured	1		248	1		50

Total	64	$	17,024	16	$	3,150


As of December 31, 2012	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Collateral type:	#	*(in thousands)*		#	*(in thousands)*
Warehouse	3	$	1,692	1	$	177
Raw land	2		1,337	—		—
Hotel & motel	3		2,318	—		—
Office	4		2,105	1		2,770
Retail, including strip centers	6		2,833	1		1,202
1-4 family residential	31		7,651	2		1,022
Life insurance policy	1		250	—		—
Automobile/equipment/inventory	4		508	—		—
Unsecured	1		50	—		—

Total	55	$	18,744	5	$	5,171


As of September 30, 2012	Accruing Loans			Non-Accruing Loans
		Balance			Balance
Collateral type:	#	*(in thousands)*		#	*(in thousands)*
Warehouse	3	$	1,621	—	$	—
Raw land	2		1,349	—		—
Hotel & motel	3		2,362	—		—
Office	2		1,503	1		2,770
Retail, including strip centers	7		4,054	—		—
1-4 family residential	30		8,216	2		620
Inventory	1		450	—		—
Equipment	1		38	—		—
Unsecured	2		300	—		—

Total	51	$	19,893	3	$	3,390

As of September 30, 2013, December 31, 2012 and September 30, 2012, the Company had a balance of $20.2 million, $23.9 million and $23.3 million, respectively, in troubled debt restructurings. The Company has recorded $2.1 million, $1.9 million and $2.1 million in previous charge-offs on such loans at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. The Company’s balance in the allowance for loan losses allocated to such troubled debt restructurings was $412,000, $640,000 and $676,000 at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. At September 30, 2013, the Company did not have any commitments to lend additional funds to debtors whose terms have been modified in troubled restructurings.

Allowance for Loan Losses

The allowance for loan losses represents a reserve for inherent losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review of all significant loans, with a particular emphasis on non-accruing, past due and other loans that management believes might be potentially impaired or warrant additional attention. The Company segregates the loan portfolio by type of loan and utilizes this segregation in evaluating exposure to risks within the portfolio. In addition, based on internal reviews and external reviews performed by independent auditors and regulatory authorities, the Company further segregates the loan portfolio by loan grades based on an assessment of risk for a particular loan or group of loans. Certain reviewed loans are assigned specific allowances when a review of relevant data determines that a general allocation is not sufficient or when the review affords management the opportunity to adjust the amount of exposure in a given credit. In establishing allowances, management considers historical loan loss experience but adjusts this data with a significant emphasis on data such as current loan quality trends, current economic conditions and other factors in the markets where the Company operates. Factors considered include, among others, current valuations of real estate in their markets, unemployment rates, the effect of weather conditions on agricultural related entities and other significant local economic events.

The Company has developed a methodology for determining the adequacy of the allowance for loan losses which is monitored by the Company’s Chief Credit Officer. Procedures provide for the assignment of a risk rating for every loan included in the total loan portfolio, with the exception of credit card receivables and overdraft protection loans which are treated as pools for risk rating purposes. The risk rating schedule provides nine ratings of which five ratings are classified as pass ratings and four ratings are classified as criticized ratings. Each risk rating is assigned a percentage factor to be applied to the loan balance to determine the adequate amount of reserve. Many of the larger loans require an annual review by an independent loan officer or an independent third party loan review firm. As a result of these loan reviews, certain loans may be assigned specific reserve allocations. Other loans that surface as problem loans may also be assigned specific reserves. Past due loans are assigned risk ratings based on the number of days past due. The calculation of the allowance for loan losses, including underlying data and assumptions, is reviewed regularly by the Company’s Chief Financial Officer and the Director of Internal Audit.

Loan losses are charged against the allowance when management believes the collection of a loan’s principal is unlikely. Subsequent recoveries are credited to the allowance. Consumer loans are charged-off in accordance with the Federal Financial Institutions Examination Council’s (“FFIEC”) Uniform Retail Credit Classification and Account Management Policy. Commercial loans are charged-off when they are deemed uncollectible, which usually involves a triggering event within the collection effort. If the loan is collateral dependent, the loss is more easily identified and is charged-off when it is identified, usually based upon receipt of an appraisal. However, when a loan has guarantor support, the Company may carry the estimated loss as a reserve against the loan while collection efforts with the guarantor are pursued. If, after collection efforts with the guarantor are complete, the deficiency is still considered uncollectible, the loss is charged-off and any further collections are treated as recoveries. In all situations, when a loan is downgraded to an Asset Quality Rating of 60 (Loss per the regulatory guidance), the uncollectible portion is charged-off.

During the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012, the Company recorded provision for loan loss expense of $1.3 million, $2.6 million and $2.3 million, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions. These amounts are excluded from the rollforwards below but are reflected in the Company’s Consolidated Statements of Earnings and Comprehensive Income.

The following table details activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


	Commercial, financial & agricultural			Real estate - construction & development			Real estate - commercial & farmland			Real estate - residential			Consumer installment loans and Other			Total
	(Dollars in Thousands)
Balance, January 1, 2013	$	2,439		$	5,343		$	9,157		$	5,898		$	756		$	23,593
Provision for loan losses		1,011			2,127			2,632			2,966			11			8,747
Loans charged off		(1,216	)		(1,598	)		(2,873	)		(3,430	)		(576	)		(9,693	)
Recoveries of loans previously charged off		340			88			18			520			241			1,207

Balance, September 30, 2013	$	2,574		$	5,960		$	8,934		$	5,954		$	432		$	23,854


Period-end amount allocated to:
Loans individually evaluated for impairment	$	741		$	682		$	1,997		$	1,429		$	—		$	4,849
Loans collectively evaluated for impairment		1,833			5,278			6,937			4,525			432			19,005

Ending balance	$	2,574		$	5,960		$	8,934		$	5,954		$	432		$	23,854


Loans:
Individually evaluated for impairment	$	3,657		$	3,524		$	14,605		$	16,919		$	—		$	38,705
Collectively evaluated for impairment		241,334			128,753			784,544			339,001			56,930			1,550,562

Ending balance	$	244,991		$	132,277		$	799,149		$	355,920		$	56,930		$	1,589,267


	Commercial, financial & agricultural			Real estate - construction & development			Real estate - commercial & farmland			Real estate - residential			Consumer installment loans and Other			Total
	(Dollars in Thousands)
Balance, January 1, 2012	$	2,918		$	9,438		$	14,226		$	8,128		$	446		$	35,156
Provision for loan losses		815			5,245			15,000			6,267			1,124			28,451
Loans charged off		(1,451	)		(9,380	)		(20,551	)		(8,722	)		(1,059	)		(41,163	)
Recoveries of loans previously charged off		157			40			482			225			245			1,149

Balance, December 31, 2012	$	2,439		$	5,343		$	9,157		$	5,898		$	756		$	23,593


Period-end amount allocated to:
Loans individually evaluated for impairment	$	659		$	611		$	2,228		$	1,056		$	—		$	4,554
Loans collectively evaluated for impairment		1,780			4,732			6,929			4,842			756			19,039

Ending balance	$	2,439		$	5,343		$	9,157		$	5,898		$	756		$	23,593


Loans:
Individually evaluated for impairment	$	3,351		$	7,617		$	21,332		$	13,020		$	—		$	45,320
Collectively evaluated for impairment		170,866			106,582			710,990			333,460			83,417			1,405,315

Ending balance	$	174,217		$	114,199		$	732,322		$	346,480		$	83,417		$	1,450,635


	Commercial, financial & agricultural			Real estate - construction & development			Real estate - commercial & farmland			Real estate - residential			Consumer installment loans and Other			Total
	(Dollars in Thousands)
Balance, January 1, 2012	$	2,918		$	9,438		$	14,226		$	8,128		$	446		$	35,156
Provision for loan losses		677			4,954			13,087			4,936			706			24,360
Loans charged off		(889	)		(7,819	)		(18,199	)		(6,642	)		(618	)		(34,167	)
Recoveries of loans previously charged off		101			23			32			199			197			552

Balance, September 30, 2012	$	2,807		$	6,596		$	9,146		$	6,621		$	731		$	25,901


Period-end amount allocated to:
Loans individually evaluated for impairment	$	610		$	526		$	2,315		$	2,105		$	—		$	5,556
Loans collectively evaluated for impairment		2,197			6,070			6,831			4,516			731			20,345

Ending balance	$	2,807		$	6,596		$	9,146		$	6,621		$	731		$	25,901


Loans:
Individually evaluated for impairment	$	2,748		$	5,510		$	21,552		$	15,178		$	—		$	44,988
Collectively evaluated for impairment		186,626			119,805			691,688			328,154			68,601			1,394,874

Ending balance	$	189,374		$	125,315		$	713,240		$	343,332		$	68,601		$	1,439,862

NOTE 5 – ASSETS ACQUIRED IN FDIC-ASSISTED ACQUISITIONS

From October 2009 through July 2012, the Company participated in ten FDIC-assisted acquisitions whereby the Company purchased certain failed institutions out of the FDIC’s receivership. These institutions include the following:


Bank Acquired	Location:	Branches:	Date Acquired
American United Bank (“AUB”)	Lawrenceville, Ga.	1	October 23, 2009
United Security Bank (“USB”)	Sparta, Ga.	2	November 6, 2009
Satilla Community Bank (“SCB”)	St. Marys, Ga.	1	May 14, 2010
First Bank of Jacksonville (“FBJ”)	Jacksonville, Fl.	2	October 22, 2010
Tifton Banking Company (“TBC”)	Tifton, Ga.	1	November 12, 2010
Darby Bank & Trust (“DBT”)	Vidalia, Ga.	7	November 12, 2010
High Trust Bank (“HTB”)	Stockbridge, Ga.	2	July 15, 2011
One Georgia Bank (“OGB”)	Midtown Atlanta, Ga.	1	July 15, 2011
Central Bank of Georgia (“CBG”)	Ellaville, Ga.	5	February 24, 2012
Montgomery Bank & Trust (“MBT”)	Ailey, Ga.	2	July 6, 2012

The determination of the initial fair values of loans at the acquisition date and the initial fair values of the related FDIC indemnification assets involves a high degree of judgment and complexity. The carrying values of the acquired loans and the FDIC indemnification assets reflect management’s best estimate of the fair value of each of these assets as of the date of acquisition. However, the amount that the Company realizes on these assets could differ materially from the carrying values reflected in the financial statements included in this report, based upon the timing and amount of collections on the acquired loans in future periods. Because of the loss-sharing agreements with the FDIC on these assets, the Company does not expect to incur any significant losses. To the extent the actual values realized for the acquired loans are different from the estimates, the indemnification assets will generally be affected in an offsetting manner due to the loss-sharing support from the FDIC.

FASB ASC 310 – 30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310”), applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. ASC 310 prohibits carrying over or creating an allowance for loan losses upon initial recognition for loans which fall under the scope of this statement. At the acquisition dates, a majority of these loans were valued based on the liquidation value of the underlying collateral because the future cash flows are primarily based on the liquidation of underlying collateral. There was no allowance for credit losses established related to these ASC 310 loans at the acquisition dates, based on the provisions of this statement. Over the life of the acquired loans, the Company continues to estimate cash flows expected to be collected. If the expected cash flows expected to be collected increases, then the Company adjusts the amount of accretable discount recognized on a prospective basis over the loan’s remaining life. If the expected cash flows expected to be collected decreases, then the Company records a provision for loan loss in its consolidated statement of operations.

The following table summarizes components of all covered assets at September 30, 2013, December 31, 2012 and September 30, 2012 and their origin:


	Covered loans		Less: Credit risk adjustments		Less: Liquidity and rate adjustments		Total covered loans		OREO		Less: Fair value adjustments		Total covered OREO		Total covered assets		FDIC indemnification asset
As of September 30, 2013:	(Dollars in Thousands)

AUB	$	19,336	$	915	$	—	$	18,421	$	3,338	$	3	$	3,335	$	21,756	$	3,704

USB		21,168		1,665		—		19,503		3,066		139		2,927		22,430		2,796

SCB		35,555		1,902		—		33,653		5,348		429		4,919		38,572		4,020

FBJ		27,222		3,965		—		23,257		1,582		170		1,412		24,669		4,990

DBT		116,685		21,739		—		94,946		19,720		1,639		18,081		113,027		23,955

TBC		35,588		2,519		54		33,015		5,912		843		5,069		38,084		4,315

HTB		70,156		8,232		41		61,883		6,998		2,445		4,553		66,436		11,065

OGB		63,794		6,658		108		57,028		9,921		3,918		6,003		63,031		9,458

CBG		92,755		16,712		100		75,943		8,299		2,046		6,253		82,196		17,460


Total	$	482,259	$	64,307	$	303	$	417,649	$	64,184	$	11,632	$	52,552	$	470,201	$	81,763


	Covered loans		Less: Credit risk adjustments		Less: Liquidity and rate adjustments		Total covered loans		OREO		Less: Fair value adjustments		Total covered OREO		Total covered assets		FDIC indemnification asset
As of December 31, 2012:	(Dollars in Thousands)

AUB	$	27,169	$	2,481	$	—	$	24,688	$	10,636	$	102	$	10,534	$	35,222	$	2,905

USB		27,286		4,320		—		22,966		7,087		99		6,988		29,954		6,619

SCB		41,389		3,285		—		38,104		10,686		654		10,032		48,136		6,133

FBJ		32,574		6,204		27		26,343		3,260		526		2,734		29,077		6,589

DBT		169,527		41,631		207		127,689		30,395		2,160		28,235		155,924		47,012

TBC		46,796		4,979		173		41,644		11,089		1,381		9,708		51,352		8,073

HTB		90,602		16,072		52		74,478		13,980		4,954		9,026		83,504		20,020

OGB		81,908		17,127		136		64,645		9,168		4,078		5,090		69,735		16,871

CBG		124,200		36,884		161		87,155		9,046		3,120		5,926		93,081		45,502


Total	$	641,451	$	132,983	$	756	$	507,712	$	105,347	$	17,074	$	88,273	$	595,985	$	159,724


	Covered loans		Less: Credit risk adjustments		Less: Liquidity and rate adjustments		Total covered loans		OREO		Less: Fair value adjustments		Total covered OREO		Total covered assets		FDIC indemnification asset
As of September 30, 2012:	(Dollars in Thousands)

AUB	$	28,955	$	2,532	$	—	$	26,423	$	10,342	$	—	$	10,342	$	36,765	$	3,256

USB		33,145		5,036		—		28,109		7,641		99		7,542		35,651		8,408

SCB		44,340		3,892		—		40,448		10,464		646		9,818		50,266		6,130

FBJ		33,312		6,299		43		26,970		3,407		572		2,835		29,805		6,731

DBT		186,815		47,598		331		138,886		33,404		2,798		30,606		169,492		63,789

TBC		51,084		5,790		212		45,082		10,110		1,533		8,577		53,659		15,559

HTB		95,904		18,727		56		77,121		15,219		5,766		9,453		86,574		23,698

OGB		86,091		18,719		146		67,226		7,874		3,663		4,211		71,437		21,419

CBG		139,583		43,406		208		95,969		8,518		3,007		5,511		101,480		49,450


Total	$	699,229	$	151,999	$	996	$	546,234	$	106,979	$	18,084	$	88,895	$	635,129	$	198,440

On the dates of acquisition, the Company estimated the future cash flows on each individual loan and made the necessary adjustments to reflect the asset at fair value. At each quarter end subsequent to the acquisition dates, the Company revises the estimates of future cash flows based on current information and makes the necessary adjustments to continue reflecting the assets at fair value. The adjustments to fair value are performed on a loan-by-loan basis and have resulted in the following:


Total Amounts	September 30, 2013		December 31, 2012		September 30, 2012
	(Dollars in Thousands)
Adjustments needed where the Company’s initial estimate of cash flows were underestimated: (recorded with a reclassification from non-accretable difference to accretable discount)	$	50,703	$	23,050	$	16,210

Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		6,305		13,190		11,435

Amounts reflected in the Company’s Statement of Operations	September 30, 2013		December 31, 2012		September 30, 2012
	(Dollars in Thousands)
Adjustments needed where the Company’s initial estimate of cash flows were underestimated: (recorded with a reclassification from non-accretable difference to accretable discount)	$	10,141	$	4,610	$	3,242

Adjustments needed where the Company’s initial estimate of cash flows were overstated: (recorded through a provision for loan losses)		1,261		2,638		2,287

A rollforward of acquired loans with deterioration of credit quality for the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012 is shown below:


(Dollars in Thousands)	September 30, 2013			December 31, 2012			September 30, 2012
Balance, January 1	$	282,737		$	307,790		$	307,790
Change in estimate of cash flows, net of charge-offs or recoveries		30,371			(17,712	)		(7,119	)
Additions due to acquisitions		—			73,414			73,414
Other (loan payments, transfers, etc.)		(81,519	)		(80,755	)		(70,402	)

Ending balance	$	231,589		$	282,737		$	303,683

A rollforward of acquired loans without deterioration of credit quality for the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012 is shown below:


(Dollars in Thousands)	September 30, 2013			December 31, 2012			September 30, 2012
Balance, January 1	$	228,602		$	266,966		$	266,966
Change in estimate of cash flows, net of charge-offs or recoveries		11,554			1,376			3,861
Additions due to acquisitions		—			51,368			51,367
Other (loan payments, transfers, etc.)		(53,870	)		(91,108	)		(72,755	)

Ending balance	$	186,286		$	228,602		$	249,439

The following is a summary of changes in the accretable discounts of acquired loans during the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012.


(Dollars in Thousands)	September 30, 2013			December 31, 2012			September 30, 2012
Balance, January 1	$	16,698		$	29,537		$	29,537
Additions due to acquisitions		—			9,863			9,863
Accretion		(36,552	)		(45,752	)		(36,241	)
Other activity, net		50,703			23,050			16,210

Ending balance	$	30,849		$	16,698		$	19,369

The shared-loss agreements are subject to the servicing procedures as specified in the agreement with the FDIC. The expected reimbursements under the shared-loss agreements were recorded as an indemnification asset at their estimated fair values on the acquisition dates. Changes in the FDIC shared-loss receivable for the nine months ended September 30, 2013, for the year ended December 31, 2012 and for the nine months ended September 30, 2012 are as follows:


(Dollars in Thousands)	September 30, 2013			December 31, 2012			September 30, 2012
Balance, January 1	$	159,724		$	242,394		$	242,394
Indemnification asset recorded in acquisitions		—			52,654			52,654
Payments received from FDIC		(58,240	)		(128,730	)		(97,399	)
Effect of change in expected cash flows on covered assets		(19,721	)		(6,594	)		791

Ending balance	$	81,763		$	159,724		$	198,440

NOTE 6 – WEIGHTED AVERAGE SHARES OUTSTANDING

Earnings per share have been computed based on the following weighted average number of common shares outstanding:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2013		2012		2013		2012
	(Share Data in Thousands)				(Share Data in Thousands)
Basic shares outstanding		23,901		23,819		23,883		23,800
Plus: Dilutive effect of ISOs		62		105		62		105
Plus: Dilutive effect of Restricted grants		353		49		353		49

Diluted shares outstanding		24,316		23,973		24,298		23,954

NOTE 7 – OTHER BORROWINGS

The Company has, from time to time, utilized certain borrowing arrangements with various financial institutions to fund growth in earning assets or provide additional liquidity when appropriate spreads can be realized. At September 30, 2013 there was $5.0 million in outstanding borrowings with the Company’s correspondent banks. There were no outstanding borrowings with the Company’s correspondent banks at December 31, 2012 and September 30, 2012. The Company’s success with attracting and retaining retail deposits has allowed for very low dependence on more volatile non-deposit funding.

NOTE 8 – COMMITMENTS

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company uses the same credit policies in making commitments and conditional obligations as are used for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company issues standby letters of credit, which are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and expire in decreasing amounts with varying terms. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds various assets as collateral supporting those commitments for which collateral is deemed necessary.

The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held may include accounts receivable, inventory, property, plant and equipment, residential real estate and income-producing commercial properties.

The Company’s commitments to extend credit and standby letters of credit are presented in the following table:


(Dollars in Thousands)	September 30, 2013		December 31, 2012		September 30, 2012

Commitments to extend credit	$	208,303	$	180,733	$	145,936

Standby letters of credit	$	6,954	$	6,788	$	9,367

NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income for the Company consists of changes in net unrealized gains and losses on investment securities available for sale and interest rate swap derivatives. The following tables present a summary of the accumulated other comprehensive income balances, net of tax, as of September 30, 2013 and 2012.


(Dollars in Thousands)	Unrealized Gain (Loss) on Derivatives			Unrealized Gain (Loss) on Securities			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2013	$	(23	)	$	6,630		$	6,607
Reclassification for gains included in net income		—			(111	)		(111	)
Current year changes		1,098			(8,125	)		(7,027	)

Balance, September 30, 2013	$	1,075		$	(1,606	)	$	(531	)


(Dollars in Thousands)	Unrealized Gain (Loss) on Derivatives			Unrealized Gain (Loss) on Securities		Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2012	$	856		$	6,440	$	7,296
Reclassification for gains included in net income		—			—		—
Current year changes		(976	)		1,017		41

Balance, September 30, 2012	$	(120	)	$	7,457	$	7,337

NOTE 10 – SEGMENT REPORTING

The following tables present selected financial information with respect to the Company’s reportable business segments for the three- and nine-month periods ended September 30 2013 and 2012.


	Three Months Ended September 30, 2013						Three Months Ended September 30, 2012
	Retail Banking		Mortgage Banking		Total		Retail Banking		Mortgage Banking			Total
	(Dollars in Thousands)
Net interest income	$	28,089	$	1,231	$	29,320	$	27,953	$	285		$	28,238
Provision for loan losses		2,920		—		2,920		6,540		—			6,540
Noninterest income		7,054		5,234		12,288		6,091		3,740			9,831
Noninterest expense:
Salaries and employee benefits		10,799		3,613		14,412		11,446		2,320			13,766
Equipment and occupancy expenses		3,029		120		3,149		3,190		150			3,340
Data processing and telecommunications expenses		2,908		164		30,72		2,510		89			2,599
Other expenses		7,473		643		8,116		8,706		399			9,105

Total noninterest expense		24,209		4,540		28,749		25,852		2,958			28,810


Income before income tax expense		8,014		1,925		9,939		1,652		1,067			2,719
Income tax expense		2,588		674		3,262		443		373			816

Net income		5,426		1,251		6,677		1,209		694			1,903
Less preferred stock dividends		443		—		443		827		—			827

Net income available to common shareholders	$	4,983	$	1,251	$	6,234	$	382	$	694		$	1,076


Total assets	$	2,707,200	$	111,302	$	2,818,502	$	2,947,004	$	2,379		$	2,949,383
Stockholders’ equity		250,863		39,493		290,356		299,221		(15	)		299,206

	Nine Months Ended September 30, 2013						Nine Months Ended September 30, 2012
	Retail Banking		Mortgage Banking		Total		Retail Banking		Mortgage Banking			Total
	(Dollars in Thousands)
Net interest income	$	84,372	$	2,762	$	87,134	$	84,243	$	603		$	84,846
Provision for loan losses		10,008		—		10,008		26,647		—			26,647
Noninterest income		20,333		14,699		35,032		37,749		8,221			45,970
Noninterest expense:
Salaries and employee benefits		32,314		9,285		41,599		32,435		4,902			37,337
Equipment and occupancy expenses		8,575		483		9,058		9,250		305			9,555
Data processing and telecommunications expenses		8,013		465		8,478		7,222		207			7,429
Other expenses		22,807		2,379		25,186		34,470		888			35,358

Total noninterest expense		71,709		12,612		84,321		83,377		6,302			89,679


Income before income tax expense		22,988		4,849		27,837		11,968		2,522			14,490
Income tax expense		7,500		1,697		9,197		3,845		882			4,727

Net income		15,488		3,152		18,640		8,123		1,640			9,763
Less preferred stock dividends		1,326		—		1,326		2,459		—			2,459

Net income available to common shareholders	$	14,162	$	3,152	$	17,314	$	5,664	$	1,640		$	7,304

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Any Forward-Looking Statements

Certain of the statements made in this report are “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, legislative and regulatory initiatives; additional competition in our markets; potential business strategies, including acquisitions or dispositions of assets or internal restructuring, that may be pursued by Ameris; state and federal banking regulations; changes in or application of environmental and other laws and regulations to which Ameris is subject; political, legal and economic conditions and developments; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; weather, natural disasters and other catastrophic events; and other factors discussed in our filings with the SEC under the Exchange Act.

All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

Overview

The following is management’s discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated balance sheet as of September 30, 2013 as compared to December 31, 2012 and operating results for the three- and nine-month periods ended September 30, 2013 and 2012. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

The following table sets forth unaudited selected financial data for the previous five quarters, which should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in this Item 2.


(in thousands, except share data, taxable equivalent)	Third Quarter 2013			Second Quarter 2013			First Quarter 2013			Fourth Quarter 2012			Third Quarter 2012			For Nine Months Ended
(in thousands, except share data, taxable equivalent)	Third Quarter 2013			Second Quarter 2013			First Quarter 2013			Fourth Quarter 2012			Third Quarter 2012			September 30, 2013			September 30, 2012
Results of Operations:
Net interest income	$	29,320		$	29,476		$	28,338		$	29,559		$	28,238		$	87,134		$	84,846
Net interest income (tax equivalent)		29,542			29,666			28,695			29,898			28,420			87,902			85,134
Provision for loan losses		2,920			4,165			2,923			4,442			6,540			10,008			26,647
Non-interest income		12,288			11,384			11,360			11,904			9,831			35,032			45,970
Non-interest expense		28,749			26,688			28,884			29,791			28,810			84,321			89,679
Income tax expense		3,262			3,329			2,606			2,558			816			9,197			4,727
Preferred stock dividends		443			442			441			1,118			827			1,326			2,459
Net income available to common shareholders		6,234			6,236			4,844			3,554			1,076			17,314			7,304
Selected Average Balances:
Loans, net of unearned income	$	1,625,560		$	1,572,544		$	1,488,326		$	1,471,065		$	1,430,227		$	1,562,646		$	1,408,642
Covered loans		427,482			444,616			491,691			519,892			574,897			454,361			564,995
Investment securities		312,541			321,582			340,564			352,790			364,786			325,430			364,390
Earning assets		2,439,771			2,397,834			2,428,720			2,503,381			2,502,908			2,422,786			2,498,927
Assets		2,806,799			2,820,863			2,875,274			2,985,116			2,935,715			2,837,758			2,963,978
Deposits		2,439,150			2,448,171			2,511,511			2,604,320			2,616,866			2,466,013			2,606,551
Common shareholders’ equity		246,489			251,240			251,214			240,787			242,614			249,630			242,961
Period-End Balances:
Mortgage loans held for sale	$	69,634		$	62,580		$	42,332		$	48,786		$	29,021		$	69,634		$	29,021
Loans, net of unearned income		1,589,267			1,555,827			1,492,753			1,450,635			1,439,862			1,589,267			1,439,862
Covered loans		417,649			443,517			460,724			507,712			546,234			417,649			546,234
Earning assets		2,462,697			2,421,996			2,401,043			2,547,719			2,443,040			2,462,697			2,443,040
Total assets		2,818,502			2,808,675			2,861,651			3,019,052			2,949,383			2,818,502			2,949,383
Total deposits		2,443,421			2,443,103			2,489,973			2,624,663			2,580,117			2,443,421			2,580,117
Common shareholders’ equity		262,418			259,932			255,969			251,355			247,999			262,418			247,999
Per Common Share Data:
Earnings per share – basic	$	0.26		$	0.26		$	0.20		$	0.15		$	0.05		$	0.72		$	0.31
Earnings per share – diluted		0.26			0.26			0.20			0.15			0.04			0.71			0.30
Common book value per share		10.98			10.88			10.72			10.56			10.41			10.98			10.41
End of period shares outstanding		23,907,509			23,894,327			23,875,680			23,799,768			23,819,144			23,907,509			23,819,144
Weighted average shares outstanding
Basic		23,900,665			23,878,898			23,867,691			23,815,583			23,819,144			23,882,539			23,800,121
Diluted		24,315,821			24,287,628			24,246,346			23,857,095			23,973,369			24,297,695			23,954,346
Market Price:
High closing price	$	19.79		$	16.94		$	14.51		$	12.71		$	12.88			19.79			13.40
Low closing price		17.35			13.16			12.79			10.50			11.27			12.79			10.34
Closing price for quarter		18.38			16.85			14.35			12.49			12.59			18.38			12.59
Average daily trading volume		75,545			53,403			51,887			48,295			45,543			60,457			54,325
Cash dividends per share		—			—			—			—			—			—			—
Stock dividend		—			—			—			—			—			—			—
Closing price to book value		1.67			1.55			1.34			1.18			1.21			1.67			1.21
Performance Ratios:
Return on average assets		0.94	%		0.95	%		0.75	%		0.62	%		0.26	%		0.89	%		0.44	%
Return on average common equity		10.75	%		10.66	%		8.53	%		7.72	%		3.12	%		10.11	%		5.38	%
Average loans to average deposits		84.17	%		82.39	%		78.84	%		76.45	%		76.62	%		81.79	%		75.72	%
Average equity to average assets		9.78	%		9.93	%		9.70	%		9.39	%		10.01	%		9.78	%		9.92	%
Net interest margin (tax equivalent)		4.80	%		4.96	%		4.79	%		4.75	%		4.52	%		4.85	%		4.55	%
Efficiency ratio (tax equivalent)		69.09	%		65.32	%		72.76	%		71.85	%		75.68	%		69.02	%		68.55	%

Results of Operations for the Three Months Ended September 30, 2013 and 2012

Consolidated Earnings and Profitability

Ameris reported net income available to common shareholders of $6.2 million, or $0.26 per diluted share, for the quarter ended September 30, 2013, compared to $1.1 million, or $0.04 per diluted share, for the same period in 2012. The Company’s return on average assets and average shareholders’ equity increased in the third quarter of 2013 to 0.94% and 10.75%, respectively, compared to 0.26% and 3.12%, respectively, in the third quarter of 2012. The increase in earnings and profitability during the quarter was primarily due to increased noninterest income and reduced credit costs. The Company’s mortgage banking activities have had a significant impact on the overall financial results of the Company. Below is a more detailed analysis of the retail banking activities and mortgage banking activities of the Company during the third quarter of 2013 and 2012, respectively.


	Retail Banking		Mortgage Banking		Total
	(in thousands)
For the three months ended September 30, 2013:
Net interest income	$	28,089	$	1,231	$	29,320
Provision for loan losses		2,920		—		2,920
Non-interest income		7,054		5,234		12,288
Non-interest expense
Salaries and employee benefits		10,799		3,613		14,412
Occupancy		3,029		120		3,149
Data processing		2,908		164		3,072
Other expenses		7,473		643		8,116

Total non-interest expense		24,209		4,540		28,749

Income before income taxes		8,014		1,925		9,939
Income tax expense		2,588		674		3,262
Net income		5,426		1,251		6,677
Preferred stock dividends		443		—		443

Net income available to common shareholders	$	4,983	$	1,251	$	6,234


	Retail Banking		Mortgage Banking		Total
	(in thousands)
For the three months ended September 30, 2012:
Net interest income	$	27,953	$	285	$	28,238
Provision for loan losses		6,540		—		6,540
Non-interest income		6,091		3,740		9,831
Non-interest expense
Salaries and employee benefits		11,446		2,320		13,766
Occupancy		3,190		150		3,340
Data processing		2,510		89		2,599
Other expenses		8,706		399		9,105

Total non-interest expense		25,852		2,958		28,810

Income before income taxes		1,652		1,067		2,719
Income tax expense		443		373		816
Net income		1,209		694		1,903
Preferred stock dividends		827		—		827

Net income available to common shareholders	$	382	$	694	$	1,076

Net Interest Income and Margins

On a tax equivalent basis, net interest income for the third quarter of 2013 was $29.5 million, an increase of $1.1 million compared to $28.4 million reported in the same quarter in 2012. Increases in the Company’s net interest margin have been the result of flat yields on all classes of earning assets complemented by steady decreases in the Company’s cost of funds. The Company’s net interest margin was 4.80% during the third quarter of 2013, compared to 4.96% during the second quarter of 2013 and 4.52% during the third quarter of 2012. Steady improvements in the earning asset mix and decreased funding costs have positively impacted the Company’s net interest margin over the past year.

Total interest income, on a tax equivalent basis, during the third quarter of 2013 was $32.0 million compared to $31.8 million in the same quarter of 2012. Yields on earning assets increased slightly to 5.20%, compared to 5.06% reported in the third quarter of 2012. During the third quarter of 2013, loans comprised 84.1% of earning assets, compared to 81.3% in the same quarter of 2012. Increased lending activities have provided opportunities to begin to grow the legacy loan portfolio. Yields on legacy loans decreased to 5.36% in the third quarter of 2013, compared to 5.68% in the same period of 2012. Covered loan yields increased from 6.19% in the third quarter of 2012 to 7.65% in the third quarter of 2013. Management anticipates improving economic conditions and increased loan demand will provide consistent interest income.

Total funding costs declined to 0.39% in the third quarter of 2013, compared to 0.51% during the third quarter of 2012. Interest-bearing deposit costs decreased from 0.46% in the third quarter of 2012 and 0.42% in the second quarter of 2013 to 0.41% in the third quarter of 2013. Ongoing efforts to maintain the percentage of funding from transaction deposits have succeeded such that non-CD deposits averaged 73.2% of total deposits in the third quarter of 2013 compared to 68.0% during the third quarter of 2012. Lower costs on deposits were due mostly to the lower rate environment and the improvement in the deposit mix. Further opportunity to realize savings on deposits exists but may be limited due to current costs. Average balances of interest bearing deposits and their respective costs for the third quarter of 2013 and 2012 are shown below:


(Dollars in Thousands)	September 30, 2013					September 30, 2012
	Average Balance		Average Cost			Average Balance		Average Cost
NOW	$	573,088		0.17	%	$	593,204		0.20	%
MMDA		639,304		0.38	%		631,231		0.39	%
Savings		104,498		0.11	%		102,129		0.12	%
Retail CDs < $100,000		290,771		0.55	%		365,807		0.79	%
Retail CDs > $100,000		349,931		0.72	%		430,677		0.91	%
Brokered CDs		12,970		3.09	%		41,799		3.16	%


Interest-bearing deposits	$	1,970,562		0.41	%	$	2,164,847		0.55	%

Provision for Loan Losses and Credit Quality

The Company’s provision for loan losses during the third quarter of 2013 amounted to $2.9 million, compared to $4.2 million in the second quarter of 2013 and $6.5 million in the third quarter of 2012. Although the Company has experienced improving trends in criticized and classified assets for several quarters, provision for loan losses continues to be required to account for continued devaluation of real estate collateral. At September 30, 2013, classified loans still accruing totaled $31.3 million, compared to $34.4 million at December 31, 2012 and $36.8 million at September 30, 2012. Non-accrual loans at September 30, 2013 totaled $31.7 million, compared to $38.9 million reported at December 31, 2012 and $38.2 million reported at September 30, 2012.

At September 30, 2013, other real estate owned (excluding covered OREO) totaled $38.0 million, compared to $39.9 million at June 30, 2013 and $37.3 million at September 30, 2012. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process. The Company has found that with a marketing window of three to six months, the liquidation of properties occurs between 85% and 100% of current book value. Certain properties, mostly raw land and subdivision lots, have extended marketing periods because of excessive inventory and record low home building activity. At the end of the third quarter of 2013, total non-performing assets decreased to 2.47% of total assets, compared to 2.61% at December 31, 2012 and 2.56% at September 30, 2012. Management continues to aggressively identify and resolve problem assets while seeking quality credits to grow the loan portfolio.

Net charge-offs on loans during the third quarter of 2013 were $2.8 million, or 0.70% of loans on an annualized basis, compared to $6.0 million, or 1.65% of loans, in the third quarter of 2012. The Company’s allowance for loan losses at September 30, 2013 was $23.9 million, or 1.50% of non-covered loans, compared to $25.9 million, or 1.80% of non-covered loans, at September 30, 2012.

Non-interest Income

Total non-interest income for the third quarter of 2013 was $12.3 million, compared to $9.8 million in the third quarter of 2012. Income from mortgage related activities continued to increase as a result of the Company’s increased number of mortgage bankers and higher level of production. Service charges on deposit accounts in the third quarter of 2013 were $4.9 million, compared to $4.7 million in the second quarter of 2013 and $5.1 million in the third quarter of 2012.

Non-interest Expense

Total non-interest expenses for the third quarter of 2013 decreased slightly to $28.7 million, compared to $28.8 million in the same quarter in 2012. Salaries and benefits increased $646,000 compared to the third quarter of 2012, due primarily to the growth in support costs and commissions in the mortgage division, which is proportionate to the growth in mortgage revenues. Excluding compensation costs in the mortgage operations, salaries and benefits increased $136,000 in the third quarter of 2013, compared to the third quarter of 2012. Occupancy and equipment expense decreased from $3.3 million in the third quarter of 2012 to $3.1 million in the third quarter of 2013. Data processing and telecommunications expenses increased to $3.1 million for the third quarter of 2013 from $2.6 million for the same period in 2012. Credit related expenses, including problem loan and OREO expense and OREO write-downs and losses, decreased to $3.0 million in the third quarter of 2013, compared to $3.7 million in the third quarter of 2012 due to improved economic conditions.

Income Taxes

Income tax expense is influenced by the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the third quarter of 2013, the Company reported income tax expense of $3.3 million, compared to $816,000 in the same period of 2012. The Company’s effective tax rate for the three months ending September 30, 2013 and 2012 was 32.8% and 30.0%, respectively.

Results of Operations for the Nine Months Ended September 30, 2013 and 2012

Ameris reported net income available to common shareholders of $17.3 million, or $0.71 per diluted share, for the nine months ended September 30, 2013, compared to $7.3 million, or $0.30 per diluted share, for the same period in 2012. The Company’s mortgage banking activities have had a significant impact on the overall financial results of the Company. Below is a more detailed analysis of the retail banking activities and mortgage banking activities of the Company during the first nine months of 2013 and 2012, respectively.


	Retail Banking		Mortgage Banking		Total
	(in thousands)
For the nine months ended September 30, 2013:
Net interest income	$	84,372	$	2,762	$	87,134
Provision for loan losses		10,008		—		10,008
Non-interest income		20,333		14,699		35,032
Non-interest expense
Salaries and employee benefits		32,314		9,285		41,599
Occupancy		8,575		483		9,058
Data processing		8,013		465		8,478
Other expenses		22,807		2,379		25,186

Total non-interest expense		71,709		12,612		84,321

Income before income taxes		22,988		4,849		27,837
Income tax expense		7,500		1,697		9,197
Net income		15,488		3,152		18,640
Preferred stock dividends		1,326		—		1,326

Net income available to common shareholders	$	14,162	$	3,152	$	17,314


	Retail Banking		Mortgage Banking		Total
	(in thousands)
For the nine months ended September 30, 2012:
Net interest income	$	84,243	$	603	$	84,846
Provision for loan losses		26,647		—		26,647
Non-interest income		37,749		8,221		45,970
Non-interest expense
Salaries and employee benefits		32,435		4,902		37,337
Occupancy		9,250		305		9,555
Data processing		7,222		207		7,429
Other expenses		34,470		888		35,358

Total non-interest expense		83,377		6,302		89,679

Income before income taxes		11,968		2,522		14,490
Income tax expense		3,845		882		4,727
Net income		8,123		1,640		9,763
Preferred stock dividends		2,459		—		2,459

Net income available to common shareholders	$	5,664	$	1,640	$	7,304

Interest Income

Interest income, on a tax equivalent basis, for the nine months ended September 30, 2013 was $95.3 million, a decrease of $1.9 million when compared to $97.2 million for the same period in 2012. Average earning assets for the nine-month period decreased $76.1 million to $2.42 billion as of September 30, 2013, compared to $2.50 billion as of September 30, 2012. Yield on average earning assets was 5.26% for the nine months ended September 30, 2013, compared to 5.20% in the first nine months of 2012. Earning assets acquired in connection with the Company’s FDIC-assisted acquisitions have allowed the Company to maintain rather level amounts of earning assets while interest rate floors on individual customer loans have allowed the Company to keep the yield on loans from falling precipitously in the current rate environment. Additionally, yields on the acquired assets have been much stronger than the Company’s other earning assets, helping boost the Company’s overall yield on earning assets.

Interest Expense

Total interest expense for the nine months ended September 30, 2013 amounted to $7.4 million, reflecting a $4.7 million decrease from the $12.1 million expense recorded in the same period of 2012. During the nine-month period ended September 30, 2013, the Company’s funding costs declined to 0.39% from 0.60% reported in 2012. The majority of the decline in interest expense and costs relates to improvements in the cost of the Company’s retail time deposits, which fell to 0.75% in the nine-month period ending September 30, 2013, compared to 0.98% in the same period in 2012.

Net Interest Income

Level yields on earning assets have combined with reduced funding costs to result in material improvements in net interest income. For the year-to-date period ending September 30, 2013, the Company reported $87.9 million of net interest income on a tax equivalent basis, compared to $85.1 million of net interest income for the same period in 2012. The Company’s net interest margin increased to 4.85% in the nine-month period ending September 30, 2013, compared to 4.55% in the same period in 2012.

Provision for Loan Losses

The provision for loan losses decreased to $10.0 million for the nine months ended September 30, 2013, compared to $26.6 million in the same period in 2012, due to charges related to the bulk sale in the first quarter of 2012. Non-performing assets totaled $69.7 million at September 30, 2013, compared to $75.6 million at September 30, 2012. For the nine-month period ended September 30, 2013, the Company had net charge-offs totaling $8.5 million, compared to $33.6 million for the same period in 2012. Annualized net charge-offs as a percentage of loans decreased to 0.71% during the first nine months of 2013, compared to 3.12% during the first nine months of 2012. This decrease was due to the Company’s bulk sale of certain non-performing assets during the first quarter of 2012.

Non-interest Income

Non-interest income for the first nine months of 2013 was $35.0 million, compared to $46.0 million in the same period in 2012. Excluding non-recurring gains on investment securities and an FDIC-assisted acquisition, the Company’s non-interest income totaled $34.9 million, an increase of $8.9 million, compared to $25.9 million in the same period in 2012. Service charges on deposit accounts increased approximately $203,000 to $14.5 million in the first nine months of 2013 compared to $14.3 million in the same period in 2012. Income from mortgage banking activity increased from $8.2 million in the first nine months of 2012 to $14.7 million in the first nine months of 2013, due to increased number of mortgage bankers and higher level of production.

Non-interest Expense

Total operating expenses for the first nine months of 2013 decreased to $84.3 million, compared to $89.7 million in the same period in 2012. Salaries and benefits increased $4.3 million when compared to the first nine months of 2012, mostly due to the growth in the mortgage division. Occupancy and equipment expenses for the first nine months of 2013 amounted to $9.1 million, representing an increase of $497,000 from the same period in 2012. Data processing and telecommunications expenses increased during the first nine months of 2013 from $7.4 million in the first nine months of 2012 to $8.5 million in the first nine months of 2013. Credit related expenses, including problem loan and OREO expense and OREO write-downs and losses, decreased to $10.2 million in the first nine months of 2013, compared to $19.9 million in the first nine months of 2012, due to the Company’s bulk sale of certain non-performing assets in the first quarter of 2012.

Income Taxes

In the first nine months of 2013, the Company recorded income tax expense of $9.2 million, compared to $4.7 million in the same period of 2012. The Company’s effective tax rate for the nine months ended September 30, 2013 and 2012 was 33.0% and 32.6%, respectively.

Financial Condition as of September 30, 2013

Securities

Debt securities with readily determinable fair values are classified as available for sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income, net of the related deferred tax effect. Equity securities, including restricted equity securities, are classified as other investments and are recorded at cost.

The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the life of the securities. Realized gains and losses, determined on the basis of the cost of specific securities sold, are included in earnings on the settlement date. Declines in the fair value of securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses.

In determining whether other-than-temporary impairment losses exist, management considers: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Substantially all of the unrealized losses on debt securities are related to changes in interest rates and do not affect the expected cash flows of the issuer or underlying collateral. All unrealized losses are considered temporary because each security carries an acceptable investment grade and the Company does not intend to sell these investment securities at an unrealized loss position at September 30, 2013, and it is more likely than not that the Company will not be required to sell these securities prior to recovery or maturity. Therefore, at September 30, 2013, these investments are not considered impaired on an other-than temporary basis.

The following table illustrates certain information regarding the Company’s investment portfolio with respect to yields, sensitivities and expected cash flows over the next twelve months assuming constant prepayments and maturities:


	Book Value		Fair Value		Yield			Modified Duration		Estimated Cash Flows 12 months
	Dollars in Thousands
September 30, 2013:
U.S. government agencies	$	14,945	$	13,917		1.85	%		5.91	$	—
State and municipal securities		112,643		112,939		3.62	%		5.58		5,104
Corporate debt securities		10,314		9,738		6.51	%		7.14		—
Mortgage-backed securities		176,818		175,654		2.67	%		4.05		27,818

Total debt securities	$	314,720	$	312,248		3.11	%		4.79	$	32,922


September 30, 2012:
U.S. government agencies	$	8,606	$	8,895		2.36	%		1.91	$	—
State and municipal securities		106,541		111,742		3.95	%		6.02		9,994
Corporate debt securities		11,793		11,495		6.73	%		6.92		1,250
Mortgage-backed securities		222,641		228,919		2.34	%		2.42		71,773

Total debt securities	$	349,581	$	361,051		2.98	%		3.66	$	83,017

Loans and Allowance for Loan Losses

At September 30, 2013, gross loans outstanding (including covered loans and mortgage loans held for sale) were $2.08 billion, an increase from $2.01 billion reported at December 31, 2012 and $2.02 billion reported at September 30, 2012. Non-covered loans increased $138.6 million to $1.59 billion during the first nine months of 2013, compared to $1.45 billion at December 31, 2012 and $1.44 billion at September 30, 2012. Covered loans decreased $128.6 million, from $546.2 million at September 30, 2012 to $417.6 million at September 30, 2013. Mortgage loans held for sale increased to $69.6 million at September 30, 2013, compared to $48.8 million at December 31, 2012 and $29.0 million at September 30, 2012.

The Company regularly monitors the composition of the loan portfolio to evaluate the adequacy of the allowance for loan losses in light of the impact that changes in the economic environment may have on the loan portfolio. The Company focuses on the following loan categories: (1) commercial, financial and agricultural; (2) residential real estate; (3) commercial and farmland real estate; (4) construction and development related real estate; and (5) consumer. The Company’s management has strategically located its branches in select markets in south and southeast Georgia, north Florida, southeast Alabama and throughout South Carolina to take advantage of the growth in these areas.

The Company’s risk management processes include a loan review program designed to evaluate the credit risk in the loan portfolio and ensure credit grade accuracy. Through the loan review process, the Company conducts (1) a loan portfolio summary analysis, (2) charge-off and recovery analysis, (3) trends in accruing problem loan analysis, and (4) problem and past due loan analysis. This analysis process serves as a tool to assist management in assessing the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. Loans classified as “substandard” are loans which are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses and/or questionable collateral values. Loans classified as “doubtful” are those loans that have characteristics similar to substandard loans but have an increased risk of loss. Loans classified as “loss” are those loans which are considered uncollectible and are in the process of being charged-off.

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The provision for loan losses is based on management’s evaluation of the size and composition of the loan portfolio, the level of non-performing and past due loans, historical trends of charged-off loans and recoveries, prevailing economic conditions and other factors management deems appropriate. The Company’s management has established an allowance for loan losses which it believes is adequate for the risk of loss inherent in the loan portfolio. Based on a credit evaluation of the loan portfolio, management presents a monthly review of the allowance for loan losses to the Company’s Board of Directors. The review that management has developed primarily focuses on risk by evaluating individual loans in certain risk categories. These categories have also been established by management and take the form of loan grades. By grading the loan portfolio in this manner the Company’s management is able to effectively evaluate the portfolio by risk, which management believes is the most effective way to analyze the loan portfolio and thus analyze the adequacy of the allowance for loan losses.

The allowance for loan losses is established by examining (1) the large classified loans, nonaccrual loans and loans considered impaired and evaluating them individually to determine the specific reserve allocation, and (2) the remainder of the loan portfolio to allocate a portion of the allowance based on past loss experience and the economic conditions for the particular loan category. The Company also considers other factors such as changes in lending policies and procedures; changes in national, regional, and/or local economic and business conditions; changes in the nature and volume of the loan portfolio; changes in the experience, ability and depth of either the bank president or lending staff; changes in the volume and severity of past due and classified loans; changes in the quality of the Company’s corporate loan review system; and other factors management deems appropriate.

For the nine-month period ended September 30, 2013, the Company recorded net charge-offs totaling $8.5 million, compared to $33.6 million for the period ended September 30, 2012. The provision for loan losses for the nine months ended September 30, 2013 decreased to $10.0 million, compared to $26.6 million during the nine-month period ended September 30, 2012. Increased levels of charge-offs and provision expense during the first nine months of 2012 relates almost entirely to the Company’s bulk sale of non-performing loans during the first quarter of 2012. The following table reflects the recorded investment in the loans sold in the bulk sale, the additional provision for loan loss recorded and the charge-offs recorded by class of financing receivable. All of the following loans were legacy loans.


Loan Type	Recorded Investment		Additional Provision Recorded			Charge-offs
CFIA	$	120,524	$	(17,721	)	$	(78,245	)
Raw Land	$	867,662	$	(155,259	)	$	(553,501	)
CRE – Golf Course	$	1,068,940	$	(315,040	)	$	(607,730	)
CRE – Motel	$	6,937,996	$	(2,375,267	)	$	(4,587,996	)
CRE – Office	$	2,684,987	$	(722,458	)	$	(1,367,362	)
CRE – Retail	$	1,958,708	$	(604,991	)	$	(899,183	)
CRE – Industrial	$	2,313,858	$	(1,110,561	)	$	(1,427,109	)
Multi-Family	$	1,450,017	$	(439,251	)	$	(495,657	)
Residential Real Estate	$	518,664	$	(149,673	)	$	(315,637	)

Totals	$	17,921,356	$	(5,890,221	)	$	(10,332,420	)

At the end of the third quarter of 2013, the allowance for loan losses totaled $23.9 million, or 1.50% of total legacy loans, compared to $23.6 million, or 1.63% of total legacy loans, at December 31, 2012 and $25.9 million, or 1.80% of total legacy loans, at September 30, 2012. The decrease in the allowance for loan losses as a percentage of non-covered loans reflects the improving credit quality trends in the loan portfolio.

The following table presents an analysis of the allowance for loan losses for the nine months ended September 30, 2013 and 2012:


(Dollars in Thousands)	September 30, 2013			September 30, 2012
Balance of allowance for loan losses at beginning of period	$	23,593		$	35,156
Provision charged to operating expense		8,747			24,360
Charge-offs:
Commercial, financial and agricultural		1,216			889
Real estate – residential		3,430			6,642
Real estate – commercial and farmland		2,873			18,199
Real estate – construction and development		1,598			7,819
Consumer installment		576			618
Other		—			—

Total charge-offs		9,693			34,167


Recoveries:
Commercial, financial and agricultural		340			101
Real estate – residential		520			199
Real estate – commercial and farmland		18			32
Real estate – construction and development		88			23
Consumer installment		241			197
Other		—			—

Total recoveries		1,207			552


Net charge-offs		8,486			33,615


Balance of allowance for loan losses at end of period	$	23,854		$	25,901


Net annualized charge-offs as a percentage of average loans		0.71	%		3.12	%
Allowance for loan losses as a percentage of loans at end of period		1.50	%		1.80	%

Assets Covered by Loss-Sharing Agreements with the FDIC

Loans that were acquired in FDIC-assisted transactions that are covered by the loss-sharing agreements with the FDIC (“covered loans”) totaled $417.6 million, $507.7 million and $546.2 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. OREO that is covered by the loss-sharing agreements with the FDIC totaled $52.6 million, $88.3 million and $88.9 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. The loss-sharing agreements are subject to the servicing procedures as specified in the agreements with the FDIC. The expected reimbursements under the loss-sharing agreements were recorded as an indemnification asset at their estimated fair value on the acquisition dates. The FDIC loss-share receivable reported at September 30, 2013, December 31, 2012 and September 30, 2012 was $81.8 million, $159.7 million and $198.4 million, respectively.

The Bank recorded the loans at their fair values, taking into consideration certain credit quality, risk and liquidity marks. The Company is confident in its estimation of credit risk and its adjustments to the carrying balances of the acquired loans. If the Company determines that a loan or group of loans has deteriorated from its initial assessment of fair value, a reserve for loan losses will be established to account for that difference. During the nine months ended September 30, 2013, the year ended December 31, 2012 and the nine months ended September 30, 2012, the Company recorded provision for loan loss expense of $1.3 million, $2.6 million and $2.3 million, respectively, to account for losses where the initial estimate of cash flows was found to be excessive on loans acquired in FDIC-assisted transactions. If the Company determines that a loan or group of loans has improved from its initial assessment of fair value, then the increase in cash flows over those expected at the acquisition date is recognized as interest income prospectively.

Covered loans are shown below according to loan type as of the end of the periods shown:


(Dollars in Thousands)	September 30, 2013		December 31, 2012		September 30, 2012
Commercial, financial and agricultural	$	27,768	$	32,606	$	37,167
Real estate – construction and development		50,702		70,184		73,356
Real estate – commercial and farmland		237,086		278,506		298,903
Real estate – residential		101,146		125,056		135,154
Consumer installment		947		1,360		1,654

	$	417,649	$	507,712	$	546,234

Non-Performing Assets

Non-performing assets include nonaccrual loans, accruing loans contractually past due 90 days or more, repossessed personal property and other real estate owned. Loans are placed on nonaccrual status when management has concerns relating to the ability to collect the principal and interest and generally when such loans are 90 days or more past due. Management performs a detailed review and valuation assessment of impaired loans on a quarterly basis and recognizes losses when permanent impairment is identified. A loan is considered impaired when it is probable that not all principal and interest amounts will be collected according to the loan contract. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income.

As of September 30, 2013, nonaccrual or impaired loans totaled $31.7 million, a decrease of approximately $7.2 million since December 31, 2012. The decrease in nonaccrual loans is due to the success in the foreclosure and resolution process and a significant slowdown in the formation of new problem credits. Non-performing assets as a percentage of total assets were 2.47%, 2.61% and 2.58% at September 30, 2013, December 31, 2012 and September 30, 2012, respectively.

Non-performing assets at September 30, 2013, December 31, 2012 and September 30, 2012 were as follows:


(Dollars in Thousands)	September 30, 2013		December 31, 2012		September 30, 2012
Total nonaccrual loans	$	31,720	$	38,885	$	38,225
Other real estate owned and repossessed collateral		37,978		39,850		37,325
Accruing loans delinquent 90 days or more		—		—		—

Total non-performing assets	$	69,698	$	78,735	$	75,550

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the Company has granted a concession. The following table presents the amount of accruing troubled debt restructurings by loan class at September 30, 2013, December 31, 2012 and September 30, 2012:


	September 30, 2013			December 31, 2012			September 30, 2012
	*(in thousands)*
Loan class:	#	Balance		#	Balance		#	Balance
Commercial, financial & agricultural	4	$	521	5	$	802	5	$	804
Real estate – construction & development	8		1,926	5		1,735	4		1,481
Real estate – commercial & farmland	16		6,693	16		8,947	15		9,540
Real estate – residential	35		7,871	28		7,254	27		8,068
Consumer installment	1		13	1		6	—		—

Total	64	$	17,024	55	$	18,744	51	$	19,893

Commercial Lending Practices

On December 12, 2006, the Federal Bank Regulatory Agencies released guidance on Concentration in Commercial Real Estate Lending. This guidance defines commercial real estate (“CRE”) loans as loans secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property, excluding owner occupied properties (loans for which 50% or more of the source of repayment is derived from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property) or the proceeds of the sale, refinancing or permanent financing of the property. Loans for owner occupied CRE are generally excluded from the CRE guidance.

The CRE guidance is applicable when either:

(1)

total loans for construction, land development, and other land, net of owner occupied loans, represent 100% or more of a bank’s total risk-based capital; or

(2)

total loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land, net of owner occupied loans, represent 300% or more of a bank’s total risk-based capital.

Banks that are subject to the CRE guidance’s criteria are required to implement enhanced strategic planning, CRE underwriting policies, risk management and internal controls, portfolio stress testing, risk exposure limits, and other policies, including management compensation and incentives, to address the CRE risks. Higher allowances for loan losses and capital levels may also be appropriate.

As of September 30, 2013, the Company exhibited a concentration in CRE loan category based on Federal Reserve Call codes. The primary risks of CRE lending are:

(1)

within CRE loans, construction and development loans are somewhat dependent upon continued strength in demand for residential real estate, which is reliant on favorable real estate mortgage rates and changing population demographics;

(2)

on average, CRE loan sizes are generally larger than non-CRE loan types; and

(3)

certain construction and development loans may be less predictable and more difficult to evaluate and monitor.

The following table outlines CRE loan categories and CRE loans as a percentage of total loans as of September 30, 2013 and December 31, 2012. The loan categories and concentrations below are based on Federal Reserve Call codes and include “covered” loans.


(Dollars in Thousands)	September 30, 2013					December 31, 2012
	Balance		% of Total Loans			Balance		% of Total Loans
Construction and development loans	$	182,979		9	%	$	184,383		9	%
Multi-family loans		71,493		4	%		60,111		3	%
Nonfarm non-residential loans		964,742		48	%		950,910		49	%

Total CRE Loans		1,219,214		61	%		1,195,404		61	%
All other loan types		787,702		39	%		762,943		39	%


Total Loans	$	2,006,916		100	%	$	1,958,347		100	%

The following table outlines the percent of total CRE loans, net owner occupied loans to total risk-based capital, and the Company’s internal concentration limits as of September 30, 2013 and December 31, 2012:


	Internal Limit			September 30, 2013			December 31, 2012
	Internal Limit			Actual			Actual
Construction and development		100	%		63	%		66	%
Commercial real estate		300	%		232	%		237	%

Short-Term Investments

The Company’s short-term investments are comprised of federal funds sold and interest-bearing balances. At September 30, 2013, the Company’s short-term investments were $73.9 million, compared to $193.7 million and $66.9 million at December 31, 2012 and September 30, 2012, respectively. At September 30, 2013, all of the balance was comprised of interest-bearing balances, the majority of which were at the Federal Reserve Bank of Atlanta.

Derivative Instruments and Hedging Activities

The Company had a cash flow hedge with a notional amount of $37.1 million at September 30, 2013, December 31, 2012 and September 30, 2012 for the purpose of converting the variable rate on the junior subordinated debentures to fixed rate. The fair value of these instruments amounted to a liability of approximately $972,000, $3.0 million and $3.2 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. The Company also had forward contracts with a fair value of approximately $2.5 million, $1.2 million and $531,000 at September 30, 2013, December 31, 2012 and September 30, 2012, respectively, to hedge changes in the value of the mortgage inventory due to changes in market interest rates. No hedge ineffectiveness from cash flow hedges was recognized in the statement of earnings. All components of each derivative’s gain or loss are included in the assessment of hedge effectiveness.

Capital

Capital management consists of providing equity to support both current and anticipated future operations. The Company is subject to capital adequacy requirements imposed by the Federal Reserve Board (the “FRB”) and the Georgia Department of Banking and Finance (the “GDBF”), and the Bank is subject to capital adequacy requirements imposed by the FDIC and the GDBF.

The FRB, the FDIC and the GDBF have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define and establish minimum capital requirements in relation to assets and off-balance sheet exposure, adjusted for credit risk. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks and to account for off-balance sheet exposure. The regulatory capital standards are defined by the following three key measurements:

The “Leverage Ratio” is defined as Tier 1 capital to average assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a leverage ratio greater than or equal to 4.00%. For a bank to be considered “well capitalized” a bank must maintain a leverage ratio greater than or equal to 5.00%.

The “Core Capital Ratio” is defined as Tier 1 capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a core capital ratio greater than or equal to 4.00%. For a bank to be considered “well capitalized” a bank must maintain a core capital ratio greater than or equal to 6.00%.

The “Total Capital Ratio” is defined as total capital to total risk weighted assets. To be considered “adequately capitalized” under this measurement, a bank must maintain a total capital ratio greater than or equal to 8.00%. For a bank to be considered “well capitalized” a bank must maintain a total capital ratio greater than or equal to 10.00%.

As of September 30, 2013, under the regulatory capital standards, the Bank was considered “well capitalized” under all capital measurements. On July 2, 2013, the Federal Reserve Board adopted a new regulatory capital framework as a part of the Basel III regulatory capital reforms. Management currently believes that Ameris will be in compliance with the revised capital requirements when they become applicable to the Company on January 1, 2015. The following table sets forth the regulatory capital ratios of Ameris at September 30, 2013, December 31, 2012 and September 30, 2012.


	September 30, 2013			December 31, 2012			September 30, 2012
Leverage Ratio (tier 1 capital to average assets)
Consolidated		11.73	%		10.34	%		11.33	%
Ameris Bank		11.65			10.30			11.30
Core Capital Ratio (tier 1 capital to risk weighted assets)
Consolidated		18.25			17.49			18.91
Ameris Bank		18.13			17.40			18.88
Total Capital Ratio (total capital to risk weighted assets)
Consolidated		19.50			18.74			20.16
Ameris Bank		19.38			18.65			20.13

Capital Purchase Program

On November 21, 2008, the Company, pursuant to the Capital Purchase Program established in connection with the Troubled Asset Relief Program, issued and sold to the U.S. Treasury, for an aggregate cash purchase price of $52 million, (i) 52,000 shares (the “Preferred Shares”) of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and (ii) a ten-year warrant (the “Warrant”) to purchase up to 679,443 shares of our common stock at an exercise price of $11.48 per share. On June 14, 2012, the Preferred Shares were sold by the Treasury through a registered public offering. On August 22, 2012, the Company repurchased the Warrant from the Treasury for $2.67 million, and in December 2012, the Company repurchased 24,000 of the outstanding Preferred Shares.

Cumulative dividends on the Preferred Shares will continue to accrue on the liquidation preference at a rate of 5% per annum for the first five years from initial issuance and at a rate of 9% per annum thereafter, but such dividends will be paid only if, as and when declared by the Company’s Board of Directors. The Preferred Shares have no maturity date and rank senior to the Common Stock (and pari passu with the Company’s other authorized preferred stock, of which no shares are currently designated or outstanding) with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company. Subject to the approval of the Board of Governors of the Federal Reserve System, the Preferred Shares are redeemable at the option of the Company at 100% of their liquidation preference.

Interest Rate Sensitivity and Liquidity

The Company’s primary market risk exposures are credit risk, interest rate risk, and to a lesser degree, liquidity risk. The Bank operates under an Asset Liability Management Policy approved by the Company’s Board of Directors and the Asset and Liability Committee (the “ALCO Committee”). The policy outlines limits on interest rate risk in terms of changes in net interest income and changes in the net market values of assets and liabilities over certain changes in interest rate environments. These measurements are made through a simulation model which projects the impact of changes in interest rates on the Bank’s assets and liabilities. The policy also outlines responsibility for monitoring interest rate risk, and the process for the approval, implementation and monitoring of interest rate risk strategies to achieve the Bank’s interest rate risk objectives.

The ALCO Committee is comprised of senior officers of Ameris and two outside members of the Company’s Board of Directors. The ALCO Committee makes all strategic decisions with respect to the sources and uses of funds that may affect net interest income, including net interest spread and net interest margin. The objective of the ALCO Committee is to identify the interest rate, liquidity and market value risks of the Company’s balance sheet and use reasonable methods approved by the Company’s Board of Directors and executive management to minimize those identified risks.

The normal course of business activity exposes the Company to interest rate risk. Interest rate risk is managed within an overall asset and liability framework for the Company. The principal objectives of asset and liability management are to predict the sensitivity of net interest spreads to potential changes in interest rates, control risk and enhance profitability. Funding positions are kept within predetermined limits designed to properly manage risk and liquidity. The Company employs sensitivity analysis in the form of a net interest income simulation to help characterize the market risk arising from changes in interest rates. In addition, fluctuations in interest rates usually result in changes in the fair market value of the Company’s financial instruments, cash flows and net interest income. The Company’s interest rate risk position is managed by the ALCO Committee.

The Company uses a simulation modeling process to measure interest rate risk and evaluate potential strategies. Interest rate scenario models are prepared using software created and licensed from an outside vendor. The Company’s simulation includes all financial assets and liabilities. Simulation results quantify interest rate risk under various interest rate scenarios. Management then develops and implements appropriate strategies. The ALCO Committee has determined that an acceptable level of interest rate risk would be for net interest income to decrease no more than 5.00% given a change in selected interest rates of 200 basis points over any 24-month period.

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term investments at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in FHLB stock for the purpose of establishing credit lines with the FHLB. The credit availability to the Bank is equal to 20% of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At September 30, 2013, the Company had $5.0 million of outstanding borrowings with correspondent banks. There were no outstanding borrowings with the Company’s correspondent banks at December 31, 2012 and September 30, 2012.

The following liquidity ratios compare certain assets and liabilities to total deposits or total assets:


	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Investment securities available for sale to total deposits		12.78	%		12.94	%		13.01	%		13.22	%		13.99	%
Loans (net of unearned income) to total deposits ⁽¹⁾		65.04	%		63.68	%		59.95	%		55.27	%		55.81	%
Interest-earning assets to total assets		87.38	%		86.23	%		83.90	%		84.39	%		82.83	%
Interest-bearing deposits to total deposits		80.54	%		80.54	%		80.28	%		80.54	%		82.00	%

(1)	Loans exclude covered assets where appropriate

The liquidity resources of the Company are monitored continuously by the ALCO Committee and on a periodic basis by state and federal regulatory authorities.

As determined under guidelines established by these regulatory authorities, the Company’s and the Bank’s liquidity ratios at September 30, 2013 were considered satisfactory. The Company is aware of no events or trends likely to result in a material change in liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed only to U.S. dollar interest rate changes, and, accordingly, the Company manages exposure by considering the possible changes in the net interest margin. The Company does not have any trading instruments nor does it classify any portion of the investment portfolio as held for trading. The Company’s hedging activities are limited to cash flow hedges and are part of the Company’s program to manage interest rate sensitivity. At September 30, 2013, the Company had one effective LIBOR rate swap with a notional amount of $37.1 million. The LIBOR rate swap exchanges fixed rate payments of 4.15% for floating rate payments based on the three month LIBOR and matures December 2018. The Company also had forward contracts with a fair value of approximately $2.5 million at September 30, 2013 to hedge changes in the value of the mortgage inventory due to changes in market interest rates. Finally, the Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks.

Interest rates play a major part in the net interest income of a financial institution. The sensitivity to rate changes is known as “interest rate risk”. The repricing of interest-earning assets and interest-bearing liabilities can influence the changes in net interest income. As part of the Company’s asset/liability management program, the timing of repriced assets and liabilities is referred to as “gap management”.

The Company uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allows management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a twelve-month period is subjected to a gradual 200 basis point increase or decrease in market rates on net interest income and is monitored on a quarterly basis.

Additional information required by Item 305 of Regulation S-K is set forth under Part I, Item 2 of this report.

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act), as of the end of the period covered by this report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.

During the quarter ended September 30, 2013, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Nothing to report with respect to the period covered by this report.

Item 1A. Risk Factors.

The following risk factor is in addition to the risk factors disclosed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2012:

We face additional risks due to our increased mortgage banking activities that could negatively impact net income and profitability.

We sell substantially all of the mortgage loans that we originate. The sale of these loans generates non-interest income and can be a source of liquidity for Ameris Bank. Disruption in the secondary market for residential mortgage loans as well as continued declines in real estate values could result in one or more of the following:

•

our inability to sell mortgage loans on the secondary market, which could negatively impact our liquidity position;

•

continued declines in real estate values could decrease the potential of mortgage originations, which could negatively impact our earnings;

•

if it is determined that loans were made in breach of our representations and warranties to the secondary market, we could incur losses associated with the loans;

•

increased compliance requirements could result in higher compliance costs, higher foreclosure proceedings or lower loan origination volume, all which could negatively impact future earnings; and

•

a rise in interest rates could cause a decline in mortgage originations, which could negatively impact our earnings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits required to be furnished with this report are listed on the exhibit index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: November 8, 2013				AMERIS BANCORP

				/s/ Dennis J. Zember Jr.
				Dennis J. Zember Jr., Executive Vice President and Chief Financial Officer (duly authorized signatory and principal accounting and financial officer)

EXHIBIT INDEX


Exhibit No.		Description

3.1		Articles of Incorporation of Ameris Bancorp, as amended (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Regulation A Offering Statement on Form 1-A filed with the Commission on August 14, 1987).

3.2		Amendment to Amended Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1.1 to Ameris Bancorp’s Form 10-K filed with the Commission on March 28, 1996).

3.3		Amendment to Amended Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 4.3 to Ameris Bancorp’s Registration Statement on Form S-4 filed with the Commission on July 17, 1996).

3.4		Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.5 to Ameris Bancorp’s Annual Report on Form 10-K filed with the Commission on March 25, 1998).

3.5		Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Annual Report on Form 10-K filed with the Commission on March 26, 1999).

3.6		Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the Commission on March 31, 2003).

3.7		Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on December 1, 2005).

3.8		Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on November 21, 2008).

3.9		Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on June 1, 2011).

3.10		Amended and Restated Bylaws of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on March 14, 2005).

10.1		Loan Agreement dated as of August 28, 2013 by and between Ameris Bancorp and NexBank SSB (incorporated by reference to Exhibit 10.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on August 29, 2013).

10.2		Revolving Promissory Note dated as of August 28, 2013 issued by Ameris Bancorp to NexBank SSB (incorporated by reference to Exhibit 10.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on August 29, 2013).

10.3		Pledge and Security Agreement dated as of August 28, 2013 by and between Ameris Bancorp and NexBank SSB (incorporated by reference to Exhibit 10.3 to Ameris Bancorp’s Current Report on Form 8-K filed with the Commission on August 29, 2013).

31.1		Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer

32.1		Section 1350 Certification by the Company’s Chief Executive Officer

32.2		Section 1350 Certification by the Company’s Chief Financial Officer

101		The following financial statements from Ameris Bancorp’s Form 10-Q for the quarter ended September 30, 2013, formatted as interactive data files in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.